Golf Carts Lease Purchase Agreements
LEASE PURCHASE AGREEMENT — GOLF CARTS
This Agreement (the "Lease") is made as of this 1 st day of April, 2009 by and between UMB Banc
Leasing Corp., a Missouri corporation, with offices at 1010 Grand, Kansas City, Missouri 64106 (the
"Lessor'), and City of Salina, Kansas with principal offices at 300 West Ash Street, Salina, Kansas
67401-2335 (the "Lessee'), wherein it is agreed as follows:
1. Lease of Equipment: As requested by Lessee, Lessor will order the equipment described in
Exhibit A attached hereto, but Lessor shall not be liable for specific performance of this Lease or for
damages if for any reason the supplier thereof delays or fails to fill the order. Subject to the terms.and
conditions hereof, Lessor agrees to lease to Lessee and Lessee agrees subject to the acceptance of the
equipment to lease from Lessor the equipment described in Exhibit A, together with all replacements
thereof and additions thereto (herein collectively called the "Equipment').
2. Delivery and Acceptance: Lessee shall cause the Equipment -to be delivered at the location
specified in Exhibit A (the "Equipment Location') and shall pay all costs incurred in connection with the
delivery and installation of the Equipment to the extent not included in the cost financed hereunder. Any
delay in such delivery shall not affect the validity of this Lease. Lessee shall accept or reject the
Equipment as soon as it has been delivered and is operational, or as soon as any test period has expired.
Notwithstanding the foregoing, in the event the Equipment is not accepted by Lessee within thirty (30)
days from the date of its delivery, Lessor, at Lessor's sole option shall have the right to terminate this
Lease. If the Lessee rejects the Equipment, this Lease shall terminate with respect to the Equipment so
rejected and the Rental Payments shall be adjusted accordingly. Lessee shall evidence its acceptance of
the Equipment by executing and delivering to Lessor a certificate in the form of Exhibit B attached hereto
(the "Acceptance Certificate'). Lessee hereby authorizes the Lessor to add to this Lease and to any other
description of the Equipment the serial number of each item of Equipment when available.
3. Term: This Lease shall become effective upon the execution hereof by Lessee and Lessor.
The initial term of this Lease shall commence on the date Lessee executes the Acceptance Certificate (the
"Start Date') and shall continue through the end of Lessee's fiscal year containing the Start Date and,
unless earlier terminated as expressly provided for in this Lease, shall be automatically renewed on a fiscal
year to fiscal year basis for the number of Lessee's annual fiscal years necessary to comprise the lease
term as set forth in Exhibit C attached hereto and made a part hereof (the "Lease Term').
4. Rent: Lessee agrees, subject to appropriation of funds budgeted for payment of Rental
Payments hereunder for each fiscal year of the Lease Term, to pay Lessor or any Assignee (as defined
below), the Rental Payments for the Equipment as set forth in Exhibit C (the "Rental Payments'). The
parties acknowledge and agree that the Rental Payments shall be allocated and divided among (i) the
capital cost required to purchase the Equipment for cash, (ii) the amount
included in the Rental Payments as interest at the average annual effective interest cost, and (iii) the
amount included in the Rental Payments for service, maintenance, insurance and other charges, if any
(exclusive of the capital cost and interest cost), all as determined in accordance with K.S.A. § 10-1116c(c)
and as set forth in Exhibit C. A portion of each Rental Payment is paid as and represents the payment of
interest as set forth in Exhibit C. The Rental Payments shall be payable, without notice or demand, at the
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office of Lessor (or such other place as Lessor or any Assignee may designate in writing, from time to
time) and shall commence on the first day of the first month following the Start Date, and the remaining
Rental Payments shall be payable on the same day of each consecutive month thereafter for the duration of
the Lease Term. To the extent permitted by applicable law, whenever any portion of a Rental Payment is
received by Lessor or its Assignee more than fifteen (15) days after the due date, Lessee shall pay to
Lessor or its Assignee, on demand, a late charge of twenty-five dollars ($25.00). Except as specifically
provided in the first sentence of this Section 4 and Section 8 hereof, the Rental Payments shall be absolute
and unconditional in all events and will not be subject to any setoff, defense, counterclaim, abatement or
recoupment for any reason whatsoever.
5. Authority and Authorization: Lessee represents, warrants and covenants that (a) it shall do
or cause to be done all things necessary to preserve and keep in full force and effect (i) its existence, and
(ii) the Lease; (b) it has complied with all bidding and budgeting requirements where necessary and by
due notification has presented this Lease for approval and adoption as a valid obligation on its part and
that all requirements have been met and procedures have been followed to ensure the enforceability of the
Lease; (c) it has sufficient appropriations or other funds available to pay all amounts due hereunder for its
current fiscal year; (d) no event has occurred and no condition exists which, upon the execution of this
Lease or with notice or the passage of time or both, would constitute a default under any debt, revenue or
purchase obligation which it has issued or to which it is a party (the "Obligation") nor has it been in
default under an Obligation at any time during the past five (5) years; and (e) no lease, rental agreement or
contract for purchase, to which Lessee has been a party, at any time during the past five (5) years, has been
terminated by Lessee as a result of insufficient funds being appropriated in any fiscal year.
6. Lessee Certification: Lessee warrants and covenants that (i) it is a municipal corporation
and a political subdivision of the State of Kansas within the meaning of Section 103 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the related regulations and ruling thereunder; (ii)
Lessee's obligation under this Lease constitutes an enforceable obligation issued by or on behalf of City of
Salina, Kansas, such that any interest income derived under this Lease and due Lessor or its Assignee shall
not be includable in the gross income of any recipient thereof for purposes of federal income taxation; (iii)
this Lease represents a valid deferred payment obligation of Lessee for the amount herein set forth;
(iv) Lessee has the legal capacity to enter into this Lease and, to the best of Lessee's knowledge, is not in
contravention of any state or county, statute, rule, regulation or other governmental provision governing
the ownership or use of the Equipment; (v) during the Lease Term, the Equipment shall not be used in a
trade or other business of any person or entity
other than Lessee so as to cause this Lease to be a pro rata activity bond within the meaning of the Code;
and (vi) Lessee shall complete and timely file Internal Revenue Service form 8038g or 8038gc, as
appropriate, in the manner set forth in Section 149(e) of the Code.
7. Appropriations and Essential Use: Lessee reasonably believes that sufficient funds can be
obtained to make all Rental Payments during the Lease Term. Lessee hereby covenants that it shall do all
things lawfully within its power to obtain funds from which the Rental Payments may be made. It is
Lessee's intent to make the Rental Payments for the full Lease Term if funds are legally available therefor
and in that regard, Lessee represents that: (a) the use of the Equipment is essential to its proper, efficient
and economic functioning or to the services that it provides to its citizens; (b) Lessee has an immediate
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need for and expects to make immediate and continued use of substantially all of the Equipment, which
need is not temporary or expected to diminish in the foreseeable future; and (c) the Equipment shall be
used by the Lessee only for the purpose of performing one or more of its governmental or proprietary
functions consistent with the permissible scope of its authority. On the Start Date, Lessee will execute
and deliver to Lessor a letter in the form of Exhibit D attached hereto. Notwithstanding the foregoing, the
decisions to budget and appropriate funds and to continue this Lease shall remain the decision of the
governing body of Lessee, to be made in accordance with normal and customary procedures for such
decisions.
8. Nonanpropriation of Funds. Notwithstanding any other provision contained herein
(whether in this Section 8 or in any other provision hereof), Lessee is obligated only to pay periodic
payments or monthly installments hereunder as may lawfully be made from: (a) funds budgeted and
appropriated for that purpose during Lessee's current budget year, or (b) funds made available from any
lawfully operated revenue producing source. In the event that Lease payments are not made when
otherwise due by virtue of the preceding sentence, either Lessee or Lessor shall have the right, upon
written notice to the other, to immediately terminate the Lease Term. In the event insufficient funds are
appropriated and budgeted for the acquisition, retention or operation of the Equipment in any fiscal year in
which the Rental Payments for the Equipment are due under this Lease, then Lessee shall, not less than
thirty (30) days prior to the end of such applicable fiscal year, in writing, notify Lessor and any Assignee
at Lessor's address appearing at the beginning of this Lease or as otherwise directed in writing of such
occurrence. This Lease shall thereafter terminate and be rendered null and void on the last day of the
fiscal year for which appropriations were made without penalty, liability or expense to the Lessee of any
kind, except as to (i) the portions of the Rental Payments herein agreed upon for which funds shall have
been appropriated and budgeted or are otherwise available and (ii) Lessee's other obligations and
liabilities under this Lease relating to, accruing or arising prior to such termination. In the event of such
termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee
on the day of such termination, packed for shipment in accordance with the manufacturer's specifications
and eligible for manufacturer's maintenance, freight prepaid and insured to any location designated by
Lessor within a 100 mile radius of Lessor's address as first stated above, all at Lessee's expense. Lessor or
its Assignee may exercise all available legal and equitable rights and remedies in retaking possession of
the Equipment.
Notwithstanding the foregoing, Lessee agrees (but only to the extent permitted by applicable state
or federal law): (i) that it will not cancel this Agreement under the provisions of this Section if any funds
are appropriated by it for the acquisition, retention or operation of the Equipment or other equipment
performing functions similar to the Equipment for the fiscal period in which such attempted termination
occurs, and (ii) that it will not, during the Lease Term hereof, give priority in the application of funds
legally available for the payment of Rental Payments to any other functionally similar equipment. This
Section shall not be construed to authorize Lessee to terminate this Agreement solely to acquire
equipment similar to the Equipment or to allocate funds legally available for Rental Payments directly or
indirectly to equipment which would perform essentially the same function as the Equipment.
This Section is not intended to permit or authorize the Lessee to utilize the termination provisions
of this Lease to terminate this Lease in lieu of exercising the Lessee's rights against any manufacturer of
all or any part of the Equipment in the event of Lessee's dissatisfaction, for any reason, with all or any
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part of the Equipment. Nor is this Section intended to be construed to permit or authorize the Lessee to
terminate this Lease for any reason in order to utilize equipment which is currently owned by Lessee or is
under Lessee's control in lieu of utilizing all or any part of the Equipment which performs the same
function.
9. Limitation on Warranties: Lessee has selected both the Equipment and the vendor from
whom Lessor is to purchase the Equipment in reliance hereon. Lessee acknowledges and agrees that the
Equipment is of a size, design and capacity selected by Lessee, that Lessor is not a manufacturer, vendor
or distributor of such Equipment, and that Lessor has not made, and does not hereby make, any
representation, warranty or covenant, express or implied, with respect to the merchantability, condition,
quality, durability, design, operation, fitness for use, or suitability of the Equipment in any respect
whatsoever or in connection with or for the purposes and uses of Lessee, or any other representation,
warranty or covenant of any kind or character, express or implied, with respect thereto and Lessor shall
not be obligated or liable for actual, incidental, consequential or other damages of or to Lessee or any
other person or entity arising out of or in connection with the Equipment, including but not limited to the
use, performance or maintenance of the Equipment.
Lessor hereby assigns to Lessee during the Lease Term, to the extent permitted by law, all rights
under and to manufacturer's warranties, if any, that it may have with respect to the Equipment. Lessor
authorizes Lessee, to the extent permitted by law, to enforce in its own name any warranty, representation
or other claim enforceable against the manufacturer. Lessor assumes no responsibility for shipment,
delivery, installation or maintenance. The obligation of Lessee to pay the Rental Payments shall not be
abated, impaired or reduced by reason of any claims of Lessee with respect to the Equipment, including
but not limited to its condition, quality, workmanship, delivery, shipment, installation, defects or
otherwise.
10. Title: Purchase Money Security Interest: To the extent the same shall not render this Lease
unenforceable Title to the Equipment is deemed to be in Lessee so long as no Event of Default has
occurred and/or this Lease has not been terminated pursuant to the provisions of Section 8 above. Upon
the, earlier of (i) termination of this Lease in accordance with Section 8 above or (ii) the occurrence of any
Event of Default by Lessee, title shall immediately revert to Lessor free of any right, title or interest of
Lessee unless Lessor elects otherwise. In order to secure all of its obligations hereunder, Lessee hereby (a)
grants to Lessor a first and prior purchase money security interest in any and all rights, title and interest of
Lessee in the Lease, the Equipment and in all additions, attachments, accessions accessories,
replacements, improvements and substitutions thereto, now or hereafter acquired, together with all rents,
issues, income, profits and proceeds thereof, including insurance proceeds; and (b) agrees if and to the
extent permitted by law to execute and deliver all financing statements, certificates of title and other
instruments necessary or appropriate to evidence and perfect such security interest.
11. Personal Property: The Equipment is intended to be and shall remain, personal property
under Kansas law and shall not be deemed to be affixed or attached to real property or any building
thereon. If requested by Lessor, Lessee shall, at its expense, furnish to Lessor landlord or mortgagee
waivers with respect to the Equipment.
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12. Use; Repairs: Lessee shall use the Equipment in a careful manner for the use contemplated
by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies and
regulations relating to, and, subject to appropriation of funds budgeted for such purpose for each current
fiscal year, shall pay all costs, claims, damages, taxes, fees and charges arising out of its possession, use or
maintenance. Lessee, at its sole cost and expense, shall maintain the Equipment according to the
manufacturer's recommended guidelines and shall furnish proof of such maintenance, if requested by
Lessor and shall furnish all needed servicing and parts, which parts shall become part of the Equipment.
13. Modification: Lessee shall not make any modifications, additions or improvements to the
Equipment without the Lessor's prior written consent, and any permitted addition which cannot be readily
removed without damaging the Equipment's originally intended function or value shall become part of the
Equipment.
14. Location: Inspection: The Equipment shall not be removed from the Equipment Location
except for ordinary use in accordance with the Equipment's intended purpose without Lessor's prior
written consent. Lessor shall be entitled to enter upon the Equipment Location or elsewhere during
reasonable business hours to inspect the Equipment or observe its use and operation.
15. Liens and Taxes: Lessee shall keep the Equipment free and clear of all levies, liens and
encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes
(federal, state and local) which may now or hereafter be imposed upon the ownership, leasing, rental, sale,
purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's
income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not
be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes for which Lessee is
responsible or liable under this Lease, Lessee shall, upon demand, reimburse Lessor therefor.
16. Risk of Loss: Damage Destruction: Lessee assumes all risk of loss or of damage to the
Equipment from any cause whatsoever, and no such loss of or damage to the Equipment shall relieve
Lessee of the obligation to make the Rental Payments or to perform any other obligation under this Lease
in accordance with and subject to the provisions hereof. In the event of damage to any item of Equipment,
Lessee shall immediately place the same in good repair (the proceeds of any insurance recovery shall be
applied to the cost of such repair). If Lessor determines that any item of Equipment is lost, stolen,
destroyed or damaged beyond repair, Lessee shall: (a) replace the same with like equipment in good
repair; or (b) on the next Rental Payment date pay to Lessor all amounts owed by Lessee under this Lease,
including the Rental Payment due on such date. In the event that Lessee is obligated to make such
payment with respect to less than all of the Equipment, Lessor shall provide Lessee with the pro rata
amount of the Rental Payment and the balance of the Rental Payments then due and remaining unpaid
hereunder, as applicable, to be made by Lessee with respect to the Equipment which has suffered the event
of loss.
17. Insurance: Lessee shall, at its expense (subject to appropriation of funds for such purpose),
maintain at all times during the Lease Term, fire and extended coverage, public liability and property
damage insurance with respect to the Equipment in such amounts, covering such risks, and with such
insurers as shall be satisfactory to Lessor. In no event shall the insurance limits be less than an amount
equal to the balance of the Purchase Price then remaining for the Lease Term. Each insurance policy shall
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name Lessee as an insured and Lessor or its assigns as an additional insured and loss payee, as
appropriate, and shall contain a clause requiring the insurer to give Lessor or its Assignee at least thirty
(30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The
proceeds of any such policies shall be payable to Lessee and Lessor or its Assignees, as their interests may
appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee shall deliver to
Lessor a certificate in the form of Exhibit E attached hereto evidencing such insurance. In the event of
any loss, damage, injury or accident involving the Equipment, Lessee shall promptly provide Lessor with
written notice thereof and make available to Lessor all information and documentation relating thereto.
Notwithstanding the foregoing, with Lessor's prior written consent, Lessee may self -insure against any
and all risks for which insurance is required.
18. Indemnification: If any interest payments as set forth in Exhibit C are included in the
recipient's gross income for any reason whatsoever, Lessee agrees to pay to the recipient an additional
amount, which together with the amount of interest to be paid by Lessee under this Lease, puts the
recipient in the same after-tax yield position which it would have had if such payments had been excluded
from the gross income of the recipient under Section 103 of the Code. In addition, Lessee agrees, if and to
the extent permitted by law, to indemnify Lessor against, and hold Lessor, its Assignees, or any
participants with such, harmless from, any and all claims, actions, proceedings, expenses, damages,
liabilities or, losses (including, but not limited to, attorneys' fees and courts costs) arising in connection
with the Equipment, including, but not limited to, its selection, purchase, delivery, possession, use,
operation or return and the recovery of claims under insurance policies thereon.
19. Events of Default: The term "Event of Default", as used in this Lease, means the
occurrence of any one or more of the following events: (a) Lessee fails to make any Rental Payment (or
any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure
continues' for ten (10) days after the date thereof; (b) Lessee fails to perform or observe any other
covenant, condition or agreement to be performed or observed by it hereunder and such failure is not
cured within ten (10) days after written notice thereof by Lessor; (c) the discovery by Lessor that any
statement, representation or warranty made by Lessee in this Lease or in any document delivered by
Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect;
(d) Lessee becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the
benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator
of Lessee or of all or a substantial part of its assets, a petition for relief is filed by Lessee under. federal
bankruptcy, insolvency or similar laws, or a petition in a proceeding under any bankruptcy, insolvency or
similar laws, is filed against ' Lessee and is not dismissed within thirty (30) days thereafter; (e) Lessee
suffers an adverse material change in its financial condition or operations from the date hereof and, as a
result, Lessor deems itself insecure; or (f) Lessee shall be in default under any other agreement with
Lessor.
20. Remedies: Upon the occurrence of an Event of Default, Lessor may to the extent permitted
by law, at its option, exercise any one or more of the following remedies; (a) by written notice to Lessee
declare an amount equal to all amounts then due under this Lease and all remaining Rental Payments
which shall become due during the current fiscal year of Lessee for which funds have been budgeted to be
immediately due and payable, whereupon the same shall become immediately due and payable; (b) by
written notice to Lessee, request Lessee to (and Lessee agrees that it shall), at Lessee's expense, promptly
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return the Equipment to Lessor in the manner set forth in Section 8 hereof, or Lessor, at its option, may
enter upon the premises where the Equipment is located and take immediate possession of and remove the
same without liability to Lessor or its agents for such entry or for damage to property or otherwise; (c) sell
or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for (i) all Rental
Payments and other payments due to the effective date of such selling, leasing or subleasing but within the
current fiscal year of Lessee for which funds have been budgeted; and (ii) for the difference between the
purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale,
lease or sublease and the remaining amounts payable by the Lessee hereunder during the current fiscal
year; and (d) exercise any other right, remedy or privilege which may be available to it under applicable
law, including the right to (i) proceed by appropriate court action to enforce the terms of this Lease,
(ii) recover damages for the breach of this Lease, and (iii) rescind this Lease as to any or all of the
Equipment. In addition, Lessee shall remain liable for all covenants and indemnities under this Lease and
for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the
enforcement of any of the remedies listed above or any other remedy available to Lessor.
21. Early Purchase Option: Lessee may, upon sixty (60) days prior written notice to Lessor,
and provided Lessee shall have fully paid and performed all other obligations hereunder and provided no
Event of Default has occurred and is continuing, pay to Lessor the applicable Purchase Price set forth on
Exhibit C, whereupon title to the Equipment shall become unconditionally vested in Lessee and Lessor
shall then transfer any and all of its right and interest in the Equipment to Lessee as is, where is, without
warranty, express or implied, except that Lessor shall warrant to Lessee that the Equipment is free and
clear of any liens created by Lessor and Lessor shall execute and file all documents required by any public
entity to release any liens created by Lessor.
22. Assi ent: Without Lessor's prior written consent, Lessee shall not; (a) assign, transfer,
pledge, hypothecate or grant any security interest in, or otherwise dispose of, this Lease or the Equipment
or any interest in this Lease or the Equipment or (b) sublet or lend the Equipment or permit the Equipment
to be used by anyone other than Lessee or Lessee's employees.
Lessor, without the consent of Lessee, may assign all or any portion or portions of its right, title
and interest in and to this Lease, the Equipment and any other documents executed with respect to this
Lease, and/or grant or assign all or any portion or portions of its security interest in this Lease and the
Equipment, in whole or in part to various Assignees, their agents or trustees (each and any one herein
referred to as an "Assignee"). Any such Assignee shall have all of the assigned rights of Lessor under this
Lease. Subject to the foregoing, this Lease shall inure to the benefit of and shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto. Any assignment or
reassignment of any of Lessor's right, title or interest in this Lease or the Equipmentshall be effective
upon receipt by Lessee of a duplicate original of the document by which the assignment or reassignment is
made. During the Lease Term, Lessee covenants that it shall keep a complete and accurate record of all
assignments in form necessary to comply with Section 149 (a) of the Code and the regulations, proposed
or existing, from time to time promulgated thereunder. Lessee agrees to acknowledge, in writing, any
assignments if so requested.
Lessor, and not Lessee, shall be responsible for compliance with applicable securities laws and all
costs associated therewith.
7 367269.02/sfbb-3/2109
Lessee agrees that, upon notice of assignment, if so instructed it shall pay directly to the Assignee,
or its Trustee or Agent without abatement, deduction or setoff other than expressly provided by law all
amounts which become due hereunder.
23. Nature of Agreement: Lessor and Lessee agree that it is their intention that, for federal
income tax purposes, the interest of Lessor in the Equipment is as a secured party and the interest of
Lessee is as a debtor, and that Lessor neither has nor shall have any equity in the Equipment. It is the
agreement of Lessor and Lessee that the aggregate rental payments provided for hereunder constitute the
purchase price of the Equipment together with interest on the unamortized amount thereof over the term
of this Lease, that each periodic installment of rent constitutes principal and interest, in accordance with
the schedule of rental payments set forth in Exhibit C, which fully amortizes the purchase price of the
Equipment, together with Interest, over the term of this Lease, and that upon the due and punctual
payment of the, installments of Rental Payments and other amounts and performance of all other
obligations under this Lease, title to the Equipment shall vest permanently in Lessee as provided in this
Lease, free and clear of any lien or security of Lessor therein.
24. Notices: All notices to be given under this Lease shall be made in writing and mailed by
certified mail to the other party at its address set forth herein or at such other address as the party may
provide in writing from time to time. Any such notice shall be deemed to have been received five (5) days
subsequent to mailing.
25. Section Headings: All section headings contained herein are for the convenience of
reference only and are not intended to define or limit the scope of any provision of this Lease.
26. Governin Law: I This Lease shall be governed by the provisions hereof and by the laws of
the state of Kansas.
27. Further Assurances: Lessor's obligations hereunder are further conditioned upon Lessee
delivering to Lessor: (i) an opinion or opinions of counsel in substantially the form of Exhibit F attached
hereto or as Lessor may otherwise request; and (ii) a certificate of a duly authorized official of Lessee in
the form of Exhibit G attached hereto. Moreover, Lessee shall execute or provide, as requested by Lessor,
any documents and information which are reasonably necessary with respect to the. transaction
contemplated by this Lease. Lessee hereby authorizes Lessor to execute and file on behalf of Lessee and
as Lessee's attomey-in-fact such UCC financing and continuation statements as Lessor deems necessary
to perfect its and/or its Assignee's purchase money security interest in the Equipment or this Lease.
28. Entire Agreement: Amendments: This Lease, together with the exhibits attached hereto
which are hereby made a part hereof together with any other attachments hereto, if any, and other
documents or instruments executed by Lessee and Lessorin connection herewith, constitute the entire
agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be
modified, amended, altered or changed except with the written consent of Lessee and Lessor.
29. Severability: Any provision of this Lease found to be prohibited by law shall be ineffective
to the extent of such prohibition without invalidating the remainder of this Lease.
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30. Waiver: Any waiver by Lessor of any breach by Lessee of any term, covenant or condition,
hereof shall not operate as a waiver of any subsequent breach hereof.
31. STATUTORY NOTICE: ORAL AGREEMENTS OR COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT,
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO
PROTECT YOU (LESSEE) AND US (LESSOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN US EXCEPT AS WE MAY LATER AGREE IN WRITING TO
MODIFY IT.
BY SIGNING BELOW, YOU AND WE AGREE THAT THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN US.
32. THIS SECTION IS MADE PART OF THIS AGREEMENT IN COMPLIANCE WITH
KANSAS STATUTES ANNOTATED 16-118. THIS CREDIT AGREEMENT IS A FINAL
EXPRESSION OF THE CREDIT AGREEMENT BETWEEN CITY OF SALINA, KANSAS AND UMB
BANC LEASING CORP. AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR
ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT AGREEMENT
BETWEEN CITY OF SALINA, KANSAS AND UMB BANC LEASING CORP. IF THERE ARE ANY
ADDITIONAL TERMS, THEY ARE REDUCED TO WRITING AS FOLLOWS:
Lessor:
Date: -7w7
Lessee: (Public Entity)
Date: 3-23-?CQ9
UMB BANC .LEASING
By
Name: z
Title: ,
CITY OF SALINA, KANSAS
By
Q-0—LU —� ----
Name: phrl . V[I.vi�er S�
Title:�p,r
E
367269.02/stbb-3/2/09
IN WITNESS WHEREOF this Lease has been executed by authorized representatives of the
parties hereto as of the day and year first written above.
LESSOR: UMB B C LEASIN CORP.
By
Name:
'.
Date: d� Title:
LESSEE: (Public Entity)
Date: 3 a3-Aocq
CITY OF SALINA, KANSAS
By
_ (:1 D -U)" -
Name: J6Inr-' K. \)&Viler TG
Title: MCL qo r
10
367269.02/sfbb-3/2/09
EXHIBIT A TO LEASE PURCHASE AGREEMENT
Description of Equipment:
Quantity I Description of Leased Equipment
22 1 E -Z Go TXT Series electric Golf Carts, net bid of $37,782.00
Location of Equipment:
Street Address:
City: Sw I ti C.. County:
State: CCS Zip Code:
Certification:
Lessee hereby certifies that the description of the property set forth above constitutes an accurate
listing of the Equipment referred to in the Lease.
Lessee:(Public Entity) CITY OF SALINA, KANSAS
BY
Name: Jahn K . V&'- ier a
Title: i
Date: 3 "a3 -at � Fel
367269.02/stbb-3/2/09
EXHIBIT B TO LEASE PURCHASE AGREEMENT
DELIVERY AND ACCEPTANCE CERTIFICATE
TO: UMB Banc Leasing Corp.
Reference is made to the Lease Purchase Agreement between the undersigned ("Lessee'), and
UMB Banc Leasing Corp. ("Lessor"), dated April 1, 2009 ("Lease") and to the Equipment as such term is
defined therein. In connection therewith we are pleased to confirm to you the following:
32. All of the Equipment has been delivered to and received by the undersigned; all installation
or other work necessary prior to the use thereof has been completed; said Equipment has been examined
and/or tested and is in good operating order and condition and is in all respects satisfactory to the
undersigned and as represented, and said Equipment has been accepted by the undersigned and complies
with all terms of the Lease. Consequently, you are hereby authorized to pay for the Equipment in
accordance with the terms of any purchase orders for the same.
33. In the event at any time in the future the Equipment fails to perform as expected or
represented, we will, subject to the provisions of this Lease, continue to honor the Lease in all respects
and subject to the provisions of this Lease continue to make our rental and other payments thereunder in
the normal course of business and we will look solely to the vendor, distributor or manufacturer for
recourse.
34. We acknowledge that Lessor is neither the vendor nor manufacturer or distributor of the
Equipment and has no control, knowledge or familiarity with the condition, capacity, functioning or other
characteristics of the Equipment.
35. The serial number of each item of Equipment which is set forth on Exhibit A to the Lease
is correct.
This certificate shall not be considered to alter, construe, or amend the terms of this Lease.
Date: 3 - 23 - UQq
Witness:
Lessee: CITY OF SALINA, KANSAS
By aDu=t � —1
Name: I Sohn K. V&m l e -r .W�
Title: N1ajx
367269.02/sfbb-3/2/09
EXHIBIT D TO LEASE PURCHASE AGREEMENT
ESSENTIAL USE/SOURCE OF FUNDS LETTER
RE: Lease Purchase Agreement Dated April 1, 2009
UMB Banc Leasing Corp.
1010 Grand Boulevard
Kansas City, Missouri 64106
Gentlemen:
This confirms and affirms that the Equipment described in the Lease Purchase Agreement referred
to above (the "Lease") is essential to the function of the undersigned or to the service we provide our
citizens.
Further, we have an immediate need for, and expect to make immediate use of, substantially all of
such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Such
Equipment will be used by us only for the purposes of performing one or more of our governmental or
proprietary functions consistent with the permissible scope of our authority. Specifically, such Equipment
was selected by us to be used as follows:
Tare, ,A G MSH rC,
The estimated useful life of such Equipment based upon manufacturer's representations and our
projected needs is 6 yt as f
Our source of funds for payments of the rent due under the Lease for the current fiscal year is _
We expect and anticipate adequate funds to be available for all future payments of rent due after
Very truly yours,
CITY OF SALINA, KANSAS
By:
Name: U&Nn i i • VQ.ni-er U7l-
Title: iv1&Lja
Date:
367269.02/stbb-3/2/09
EXHIBIT G TO LEASE PURCHASE AGREEMENT
CERTIFICATE OF RESOLUTIONS
I, - \)Q -Y1 ',Or 117 do hereby certify that I am the duly elected or appointed and acting
M uy or of the b kU J 62l.L_r� duly organized and existing under the
laws of the City of Salina, Kansas (the "Lessee"), and that the following resolutions have been presented
to and duly adopted by the at a meeting duly and regularly held and
convened in accordance with ap cable law on the 230 -day of 1-WCh .
WHEREAS, the Lessee is entering a Lease Purchase Agreement ("Lease") dated April 1, 2009,
with UMB Banc Leasing Corp.;
WHEREAS, Lessee has carefully reviewed its financing requirements for the current calendar year
and reasonably expects that it will not issue more than ten million dollars ($10,000,000) of tax-exempt
obligations during the calendar year;
NOW, THEREFORE, BE IT RESOLVED, that the Lessee be, and hereby is, authorized to enter
into the Lease with UMB Bank Leasing Corp. for a period of 2 years, and be it further
RESOLVED, that an official of the Lessee be, and hereby is, authorized,
empowered and directed to sign on its behalf the Lease and any addenda, schedules, notes,
UCC financing statements or other instruments issued under the provision of the Lease and
any other instrument or document which may be necessary or expedient in connection with
agreement upon or fulfillment of the provisions of the Lease.
RESOLVED, that pursuant to Section 265(b)(3) of the Internal Revenue Code of
1986, as amended, this Lease be and hereby is designated a "qualified tax-exempt
obligation" includable within the ten million dollars ($+9;000,000) of the aggregate issues
designated as "qualified tax-exempt obligations" for fcalendar year within which this
Lease is entered into. 30
RESOLVED, that Lessee shall not designate more than ten million dollars
($10,000,000) of tax-exempt obligations during the current calendar year as qualified tax-
exempt obligations and Lessee, together with its subordinate entities, does not reasonably
expect to issue more than ten million dollars $16,000,000) of tax-exempt obligations
during the current calendar year. 3
IN WITNESS. WHEREOF, I have duly executed this certificate and affixed the seal hereto this
%� ay of iV1L{,✓ ._ , ULA
Lessee: ��,\�y,OF.Sq� j CITY OF SALINA, KANSAS
(SE � oa�arvlZeD
• By:
J I% 1870 : ? z Name: Iryn . vt?.f
Title: N'
Tax I.D. beak
Lig — (AA1171%
367269.02/stbb-3/2/09
MAR. 16. 2009 12:40PM UMB BANK NO. 866 P. 2
I AMORTIZATION SCHEDULE
Borrower: City of Salina, KS Lender: UMB BANK, n.a.
COMMERCIAL LOAN DEPARTMENT
1010 GRAND BOULEVARD
KANSAS CITY, MO 64106
(816) 880-7000
Disbursement Date: April 1, 2008 Repayment Schedule: Installment
Interest Rate: 4.250 Calculation Method: 3651360 U.S. Rule
Payment
Payment
Payment
Interest
Principal
Remaining
Number
Date
Amount
Paid
Paid
Balance
1
07-01-2010
15,140.88
1,615.00
14, 525.88
15,474.11
2
07-01.2011
16,140.89
666.78
16,474.11
0.00
TOTALS:
32.261.78
2,281.78
30,000.00
NOTICE: This is an estimated loan amortization schedule. Actual amounts may vary if payments are made on different dates or In different
amounts.
wen ono L dhg, W GAIALM Cepa HMeed Ree-eM E-lullw h.w IM, eeoa m %01- W -M. • W S.AAM NH1CFRMN ME&C rAMN FR -211
PETER L. PETERSON
JOHN W. MIZE
GREG A. BENGTSON
MICKEY W. MOSIER
PAULA J. WRIGHT
ERIC N. ANDERSON
DUSTIN J. DENNING
MICHAEL P. ALLEY
PETER S. JOHNSTON
JARED B. JOHNSON
JARED T. HIATT
CLARK, MIZE & LINVILLE
CHARTERED
ATTORNEYS AT LAW
129 S. EIGHTH, P.O. BOX 380
SALINA, KANSAS 67402-0380
TELEPHONE: (785) 823-6325
FAX: (785) 823-1868
128 N. MAIN
LINDSBORG, KANSAS 67456
TELEPHONE: (785) 227-2010
EXHIBIT F TO LEASE PURCHASE AGREEMENT
OPINION OF COUNSEL
March 26, 2009
UMB Bank Leasing Corp.
1010 Grand Boulevard
Kansas City, Missouri 64106
C.L. CLARK (1908 - 2004)
JAMES P. MIZE (1910 -1988)
AUBREY G. LINVILLE
L.O. BENGTSON
RETIRED
Re: Lease Purchase Agreement dated April 1, 2009 by and between UMB Banc Leasing
Corp. ("Lessor") and City of Salina, Kansas ("Lessee")
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Purchase Agreement
described above and various related matters, and in this capacity have reviewed a duplicate
original or certified copy thereof, the Exhibits attached and executed pursuant thereto (together,
the "Lease") dated as of April 1, 2009 between Lessor and Lessee. Based upon the examination
of these and such other documents as I deem relevant, it is my opinion that:
1. Lessee is a political subdivision of the State of Kansas ("State'), duly organized,
existing, and operating under the Constitution and laws of the State.
2. Lessee is authorized and has power under applicable law to enter into the Lease,
and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, approved, executed, and delivered by and on
behalf of Lessee, and is the legal, valid, and binding contract of Lessee enforceable in
accordance with its terms, except to the extent limited by State and Federal laws affecting
remedies against Lessee as the State or as a political subdivision on the State and by bankruptcy,
UMB Bank Leasing Corp.
K' March 26, 2009
Page 2
reorganization, or other laws of general application relating to or affecting the enforcement of
creditors' rights.
4. The authorization, approval, and execution of the Lease and all other proceedings
of Lessee relating to the transactions contemplated thereby have been performed in accordance
with all applicable open meeting, public records, public bidding and all other laws, rules and
regulations of the State.
5. The execution, delivery and performance of the Lease do not and will not result in
the violation of any constitutional, statutory, or other limitation relating to the manner, form or
amount of indebtedness which may be incurred by Lessee.
6. To the best of the undersigned's knowledge, there is no litigation, action, suit or
proceeding pending or before any court, administrative agency, arbitrator, or governmental body
that challenges the organization or existence of Lessee; the authority of Lessee or its officers or
its employees to enter into the Lease; the proper authorization, approval and/or execution of the
Lease, and other documents contemplated thereby; the appropriation of moneys to make Lease
Payments under the Lease for the current fiscal year of Lessee; or the ability of Lessee otherwise
to perform its obligations under the Lease, and the transactions contemplated thereby and, to the
best of my knowledge, no such litigation or actions are threatened.
7. The equipment financed by the Lease is personal property, and when used by the
Lessee will not be or become fixtures under the laws of the State.
8. Resolution No. 09-6610 of the governing body of Lessee was duly and validly
adopted by such governing body on March 23, 2009 and such resolution has not been amended,
modified, supplemented, or repealed and remains in full force and effect.
Very truly yours,
MIZE LINVILLE, CHARTERED
engtso