HomeMy WebLinkAboutA7056 - NATIONAL COOPERATIVE LEASING A7056 - LEASING EQUIPMENT AGMT MASTER LEASE PURCHASE AGREEMENT
Lessee Lessor
City of Palm Springs Lease Servicing Center, Inc. dba National Cooperative Leasing
3200 E.Tahquitz Canyon Way 220 22"d Ave E., Ste 106
Palm Springs, CA 92262 Alexandria, MN 56308
Dated as of November 16th, 2017
This Master Lease Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires from time to
time to lease the Equipment described in Equipment Schedules (each a "Schedule") to be attached hereto to Lessee and Lessee desires to lease such
Equipment from Lessor subject to the terms and conditions of this Agreement,which are set forth below,and the applicable Schedule.
I. Definitions:
Section 1.01. Definitions.The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreement'means this Master Lease Purchase Agreement.
"Budget Year'means the Lessee's fiscal year.
"Commencement Date"is the date when Lessee's obligation to pay rent begins.
"Equipment"means the items of Equipment listed on Exhibit"A"to each Schedule and all replacements,restorations, modifications and improvements.
"Lease"means this Agreement and an individual Schedule hereto,which shall collectively constitute the terms and conditions applicable to the lease of the
Equipment subject thereto.
"Lessee"means the entity listed above as Lessee and which is leasing the Equipment from Lessor under the provisions of this Agreement and a Schedule.
"Lessor"means the entity originally listed above as Lessor or any of its assignees.
"Lease Term"means the Original Term and all Renewal Terns applicable to a Lease.
"Original Term"means the period from the Commencement Date until the end of the Budget Year of Lessee.
"Renewal Term"means the annual term which begins at the end of the Original Tenn and which is simultaneous with Lessee's Budget Year.
"Rental Payments"means the payments Lessee is required to make under this Agreement as set forth on Exhibit"B"to each Schedule made subject thereto.
"Schedule"means a schedule substantially in the form attached hereto and all exhibits thereto pursuant to which Lessor and Lessee agree to the lease of the
Equipment described therein and which together with the terms of the Agreement applicable thereto constitutes an individual Lease.
"State"means the state in which Lessee is located.
It. Lessee Warranties
Section 2.01. With respect to each Lease.Lessee represents,warrants and covenants as follows for the benefit of Lessor or its assignees:
(a) Lessee is the State or a political subdivision of the State within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the
"Code")or a constituted authority authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of the
treasury regulations promulgated under the Code.
(b) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and each Schedule, and has used such authority to
properly execute and deliver this Agreement and each Schedule. Lessee has followed all proper procedures of its governing body in executing this
Agreement and each Schedule. The Officer of Lessee executing this Agreement and each Schedule has the authority to execute and deliver this
Agreement and such Schedule. This Agreement and each Schedule constitute a legal, valid, binding and enforceable obligation of the Lessee in
accordance with their terms.
(c) Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement and each Schedule.
(d) Lessee shall use the Equipment only for essential,traditional government purposes.
(a) Should the Lessee cease to be an issuer of tax exempt obligations or if the obligation of Lessee created under any Lease ceases to be a tax exempt
obligation for any reason,then Lessee shall be required to pay additional sums to the Lessor or its assignees so as to bring the after tax yield on any
Lease to the same level as the Lessor or its assignees would attain if the transaction continued to be tax-exempt.
(f) Lessee has never non-appropriated funds under an agreement similar to this Agreement.
(g) Lessee will submit to the Secretary of the Treasury an information reporting statement as required by the Code with respect to each Lease.
(h) Upon request by Lessor,Lessee will provide Lessor with current financial statements,reports,budgets or other relevant fiscal information.
(i) Lessee shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response, Compensation and
Liability Act,42 U.S.C.9601 at.seq.as amended and supplemented.
0) Lessee presently intends to continue each Lease for the Original Tern and all Renewal Terms as set forth on Exhibit"B"to the Schedule relating thereto.
The official of Lessee responsible for budget preparation will include in the budget request for each Budget Year the Rental Payments to become due in
such Budget year,and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the
Rental Payments coming due therein.Lessee reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose.
Section 2.02. Escrow Agreement. In the event both Lessor and Lessee mutually agree to utilize an escrow account,then immediately following the execution
and delivery of any Schedule, Lessor and Lessee agree to execute and deliver and to cause an escrow agent to execute and deliver an escrow agreement.
Such Lease shall take effect only upon execution and delivery of the escrow agreement by the parties thereto. Lessor shall deposit or cause to be deposited
with the escrowagent for credit to an equipment acquisition fund the sum specified in such Schedule which shall be held,invested and disbursed in accordance
with the escrow agreement.
III. Acquisition of Equipment,Rental Payments and the Purchase Option Price
Section 3.01. Acquisition:Lessee shall advise Lessor of its desire to lease Equipment and of the desired lease terms.Upon agreement by Lessor and Lessee
as to the lease of such Equipment and such terms, Lessee shall be solely responsible for the ordering of the Equipment and the delivery and installation
thereof.Lessor shall furnish to Lessee a Schedule relating to such Equipment,which shall become effective upon the execution and delivery of such Schedule,
all documents contemplated hereby and thereby with respect to such Schedule, and the earlier of Lessee's written acceptance of such Equipment or the
deposit into escrow of moneys to pay for such Equipment as provided in Section 2.02.Nothing herein shall obligate Lessor to lease any Equipment to Lessee
until Lessor shall have concurred in writing to the lease of such Equipment.
Section 3.02. Rental Payments. Lessee shall promptly pay Rental Payments under each Schedule, from any and all legally available funds, exclusively to
Lessor or its assignees, in lawful money of the United States of America. The Rental Payments shall be sent to the location specified by the Lessor or its
assignees.The Rental Payments shall constitute a current expense of the Lessee and shall not constitute an indebtedness of the Lessee. Lessor shall have
the option to charge interest at the highest lawful rate on any Rental Payment received later than the due date.The Rental Payments will be payable without
notice or demand.
Section 3.03. Rental Payments Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN
ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION,SET-OFF OR DEFENSE.
Section 3.04. Purchase Option Price. With respect to each Schedule, upon 30 days written notice, Lessee shall have the option to pay, in addition to any
' DUPLICATE
ORIGINAL
Rental Payment due thereunder,the corresponding Purchase Option Price which is listed on the same line on Exhibit B to such Schedule. If Lessee chooses
this option and pays the Purchase Option Price to Lessor then Lessor will transfer any and all of its rights,title and interest in the Equipment subject to such
Lease to Lessee.
Section 3.05. Lease Tenn.The Lease Term of each Lease shall be the Original Tenn and all Renewal Terms thereunder until all the Rental Payments due
thereunder are paid as set forth in the applicable Schedule except as provided under Section 4.01 and Section 9.01 below. If, after the end of the budgeting
process which occurs at the end of the Original Tenn or any Renewal Term, Lessee has not terminated a Lease pursuant to Section 4.01 hereof then the
Lease Term for such Lease shall be extended into the next Renewal Term and the Lessee shall be obligated to make the Rental Payments that come due
during such Renewal Term.
Section 3.06. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED,AS TO THE VALUE,
DESIGN, CONDITION, MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE
EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE
INSTALLATION,OPERATION,POSSESSION,STORAGE OR USE OF THE EQUIPMENT BY LESSEE.
IV. Non-Appropriation
Section 4.01. Non-Appropriation. If insufficient funds are available in Lessee's budget for the next Budget Year to make the Rental Payments for the next
Renewal Term under any Lease,then Lessee shall have the option to non-appropriate the funds to pay the Rental Payments for the next Renewal Term with
respect to such Lease. Lack of a sufficient appropriation shall be evidenced by the passage of an ordinance or resolution by the governing body of Lessee
specifically prohibiting Lessee from performing its obligations under such Lease for a designated Budget Year and all subsequent Budget Years. If Lessee
chooses this option,then all obligations of the Lessee under such Lease regarding Rental Payments for all remaining Renewal Terms shall be terminated at
the end of the then current Original Tenn or Renewal Tenn without penalty or liability to the Lessee of any kind provided that if Lessee has not delivered
possession of the Equipment subject to such Lease to Lessor as provided herein and conveyed to Lessor or released its interest in such Equipment by the
end of the last Budget Year for which Rental Payments were paid, the termination shall nevertheless be effective but Lessee shall be responsible for the
payment of damages in an amount equal to the amount of the Rental Payments thereafter coming due under Exhibit"B"to the Schedule for such Lease which
are attributable to the number of days after such Budget Year during which Lessee fails to take such actions and for any other loss suffered by Lessor as a
result of Lessee's failure to take such actions as required. Lessee shall immediately notify the Lessor as soon as the decision to non-appropriate is made. If
such non-appropriation occurs,then Lessee shall deliver the Equipment to Lessor or to a location designated by Lessor at Lessee's expense. Lessee shall be
liable for all damage to the Equipment other than normal wear and tear.If Lessee fails to deliver such Equipment to Lessor,then Lessor may enter the premises
where such Equipment is located and take possession of the Equipment and charge Lessee for costs incurred.
V. Insurance,Damage,Insufficiency of Proceeds,Lessee Negligence
Section 5.01. Insurance. Lessee shall maintain both casualty insurance and liability insurance at its own expense with respect to the Equipment.Lessee shall
be solely responsible for selecting the insurers)and for making all premium payments and ensuring that all policies are continuously kept in effect during the
term of any Lease.Lessee shall provide Lessor with a Certificate of Insurance,which lists the Lessor and/or assigns as a loss payee and an additional insured
on the policies with respect to the Equipment.
(a) Lessee shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement
then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Option Price
of the Equipment.Alternatively,Lessee may insure the Equipment under a blanket insurance policy or policies.
(b) The liability insurance shall insure Lessor from liability and property damage in any forth and amount satisfactory to Lessor.
(c) Provided that,with Lessor's prior written consent, Lessee may self-insure against the risks described in(a)and (b)above. Lessee shall furnish
Lessor evidence of such self-insurance coverage throughout each Lease Term. Lessee shall not materially modify or cancel such self-insurance
coverage without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification.
(d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Lessor and its assignees are named additional
insured and loss payees and that all losses are payable to Lessee and Lessor or its assignees as their interests may appear.Each policy issued or
affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty
30 days advance notice to Lessor or its assignees. Lessee shall furnish to Lessor certificates evidencing such coverage throughout each Lease
Term.
Section 5.02.Damage to or Destruction of Equipment. Lessee assumes the risk of loss or damage to the Equipment. If the Equipment or any portion thereof
is lost, stolen, damaged, or destroyed by fire or other casualty, Lessee will immediately report all such losses to all possible insurers and take the proper
procedures to attain all insurance proceeds.At the option of Lessor,Lessee shall either(1)apply the Net Proceeds to replace,repair or restore the Equipment
or(2)apply the Net Proceeds to the applicable Purchase Option Price.For purposes of this Section and Section 5.03,the term Net Proceeds shall mean the
amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof.
Section 5.03. Insufficiency of Net Proceeds. If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of
any replacement, repair, restoration, modification or improvement of the Equipment, then Lessee shall, at the option of Lessor, either complete such
replacement,repair,restoration,modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or apply the Net Proceeds
to the Purchase Option Price and pay the deficiency, if any,to the Lessor.
Section 5.04. Lessee Negligence. Lessee assumes all risks and liabilities,whether or not covered by insurance,for loss or damage to the Equipment and for
injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Lessee or of third parties,
and whether such property damage be to Lessee's property or the property of others including,without limitation,liabilities for loss or damage related to the
release or threatened release of hazardous substances under the Comprehensive Environmental Response, Compensation and Liability Act,the Resource
Conservation and Recovery Act or similar or successor law or any state or local equivalent now existing or hereinafter enacted which in any manner arse out
of or are incident to any possession, use,operation,condition or storage of any Equipment by Lessee which is proximately caused by the negligent conduct
of Lessee, its officers,employees and agents. Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities,obligations,losses,
damages, penalties, claims, actions, costs and expenses including reasonable attorneys'fees of whatsoever kind and nature, imposed on, incurred by or
asserted against Lessor that in any way relate to or arse out of a claim,suit or proceeding,based in whole or in part upon the negligent conduct of Lessee, its
officers,employees and agents,to the maximum extent permitted by law.
Vl. Title and Security Interest
Section 6.01.Title.Title to the Equipment shall vest in Lessee when Lessee acquires and accepts the Equipment.Title to the Equipment subject to a Lease
will automatically transfer to the Lessor in the event Lessee non-appropriates under Section 4.01 with respect to such Lease or in the event Lessee defaults
under Section 9.01 with respect to such Lease. In either of such events, Lessee shall execute and deliver to Lessor such documents as Lessor may request
to evidence the passage of legal title to the Equipment subject to such Lease to Lessor.
Section 6.02.Security Interest.To secure the payment of all Lessee's obligations under each Lease, Lessee hereby grants to Lessor a security interest under
the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit"A"to each Schedule.The security interest established
by this section includes not only all additions,attachments, repairs and replacements to the Equipment but also all proceeds therefrom. Lessee agrees that
Lessor or its assignee may execute such additional documents including financing statements, affidavits, notices,and similar instruments,for and on behalf
of Lessee which Lessor deems necessary or appropriate to protect Lessor's interest in the Equipment and in this Agreement and each Lease. Lessee
authorizes Lessor to record such documentation as necessary for Lessor to perfect its security interest.
Section 6.03. Personal Property. The Equipment is and shall at all times be and remain personal property notwithstanding that the Equipment or any part
thereof may be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building thereon or
attached in any manner to what is permanent by means of cement,plaster,nails,bolts,screws or otherwise.
VII. Assignment
Section 7.01.Assignment by Lessor.All of Lessor's rights,title and/or interest in and to each Lease may be assigned and reassigned in whole or in part to
one or more assignees or sub-assignees(including a registered owner for lease participation certificates)by Lessor at anytime without the consent of Lessee.
No such assignment shall be effective as against Lessee until the assignor shall have filed with Lessee written notice of assignment identifying the assignee.
Lessee shall pay all Rental Payments due under each Lease to or at the direction of Lessor or the assignee named in the notice of assignment. Lessee shall
keep a complete and accurate record of all such assignments.
Section 7.02.Assignment by Lessee. None of Lessee's right, title and interest under this Agreement,each Lease and in the Equipment may be assigned by
Lessee unless Lessor approves of such assignment in writing before such assignment occurs and only after Lessee first obtains an opinion from nationally
recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation.
Vill. Maintenance of Equipment
Section 8.01. Lessee shall keep the Equipment in good repair and working order. Lessor shall have no obligation to inspect,test,service,maintain,repair or
make improvements or additions to the Equipment under any circumstances. Lessee will be liable for all damage to the Equipment, other than normal wear
and tear,caused by Lessee,its employees or its agents.Lessee shall pay forand obtain all permits,licenses and taxes necessary for the installation,operation,
possession,storage or use of the Equipment. If the Equipment includes any titled vehicles,then Lessee is responsible for obtaining such titles from the State
and also for ensuring that Lessor is listed as first lien holder on all of the titles. Lessee shall not use the Equipment to haul, convey or transport hazardous
waste as defined in the Resource Conservation and Recovery Act,42 U.S.C.6901 at.seq.Lessee shall not during the term of this Agreement create,incur or
assume any levies,liens or encumbrances of any kind with respect to the Equipment except those created by this Agreement.The Equipment is and shall at
all times be and remain personal property. Lessee shall allow Lessor to examine and inspect the Equipment at all reasonable times.
IX. Default
Section 9.01.Events of Default defined.The following events shall constitute an"Event of Default"with respect to a Lease:
(a) Failure by Lessee to pay any Rental Payment listed on Exhibit"B"to the Schedule for fifteen 15 days after such payment is due according to the
Payment Date listed on Exhibit"B".
(b) Failure to pay any other payment required to be paid under this Agreement and the Schedule at the time specified herein and therein and a
continuation of said failure for a period of fifteen 15 days after written notice by Lessor that such payment must be made. If Lessee continues to fail
to pay any payment after such period,then Lessor may,but will not be obligated to,make such payments and charge Lessee for all costs incurred
plus interest at the highest lawful rate.
(c) Failure by Lessee to observe and perform any warranty, covenant,condition,promise or duty under this Agreement or the Schedule for a period of
thirty 30 days afterwritten notice specifying such failure is given to Lessee by Lessor,unless Lessor agrees in writing to an extension of time.Lessor
will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Lessee.Subsection(c)does not apply to Rental
Payments and other payments discussed above.
(d) Any statement, material omission,representation or warranty made by Lessee in or pursuant to this Agreement or the Schedule which proves to be
false,incorrect or misleading on the dale when made regardless of Lessee's intent and which materially adversely affects the rights or security of
Lessor under this Agreement or the applicable Schedule.
(a) Any provision of this Agreement or the Schedule which ceases to be valid for whatever reason and the loss of such provision, would materially
adversely affect the rights or security of Lessor.
(f) Lessee admits in writing its inability to pay its obligations. Lessee defaults on one or more of its other obligations.Lessee applies or consents to the
appointment of a receiver or a custodian to manage its affairs. Lessee makes a general assignment for the benefit of creditors.
Section 9.02.Remedies on Default. Whenever any Event of Default exists with respect to any Lease,Lessor shall have the right to take one or any combination
of the following remedial steps:
(a) With or without terminating the Lease,Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the end of the
then current Budget Year to be immediately due and payable.
(b) With or without terminating the Lease, Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment subject thereto to
Lessor to a location specified by Lessor.Such delivery shall take place within 15 days after the event of default occurs.If Lessee fails to deliver such
Equipment, Lessor may enter the premises where such Equipment is located and take possession of such Equipment and charge Lessee for cost
incurred.Notwithstanding that Lessor has taken possession of such Equipment,Lessee shall still be obligated to pay the remaining Rental Payments
under the Lease due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to such Equipment
caused by Lessee or its employees or agents.
(c) Lessor may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights.
Section 9.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be
cumulative and shall be in addition to every other remedy given under the Lease now or hereafter existing at law or in equity.No delay or omission to exercise
any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof,
X. Miscellaneous
Section 10.01.Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the
parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing.
Section 10.02. Binding Effect. This Agreement and each Schedule shall inure to the benefit of and shall be binding upon Lessee and Lessor and their
respective successors and assigns.
Section 10.03. Sever ability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent
jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof.
Section 10.04. Amendments, Addenda. Changes or Modifications. This Agreement and each Lease may be amended, added to, changed or modified by
written agreement duly executed by Lessor and Lessee.
Section 10.05. Execution in Counterparts.This Agreement and each Lease may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument. -
Section 10.06.Captions. The captions or headings in this Agreement do not define,limit or describe the scope or intent of any provisions or sections of this
Agreement.
Section 10.07. Entire Writing. This Agreement and all Schedules executed hereunder constitute the entire writing between Lessor and Lessee. No waiver,
consent,modification or change of terms of this Agreement or any Lease shall bind either party unless in writing and signed by both parties, and then such
waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings,
agreements, representations, conditions, or warranties, express or implied, which are not specified herein regarding this Agreement or any Lease or the
Equipment leased thereunder.Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with this Agreement
which are in addition to or inconsistent with the terms and conditions of this Agreement or any Lease will not be binding on Lessor and will not apply to this
Agreement or any Lease.
3
Section 10.08.Jurisdiction and Venue. Lessee irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in California,over any
suit,action or proceeding arising out of or relating to this Agreement. Lessee irrevocably waives,to the fullest extent it may effectively do so under applicable
law,any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that
the same has been brought in an inconvenient forum. Lessee hereby consents to any and all process which may be served in any such suit, action or
proceeding, (i) by mailing a copy thereof by registered and certified mail, postage prepaid, return receipt requested, to the Lessee's address shown in this
Agreement or as notified to the Lessor and(ii)by serving the same upon the Lessee in any other manner otherwise permitted by law, and agrees that such
service shall in every respect be deemed effective service upon Lessee.
Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives listed below.
Lessee: City of Palm Springs Lessor: Lease Servicing Center, Inc. dba
National ooperative Leal-ong
By: / By:
Typed: David Ready Print: /_ry/( Si�jJayL�L"Rif/fJ//fJ%
Title: City Manager,, Title:
Date: Date: /(�2(9 f/ 7
ATTEST.
\h�6a.
City Clerk
APPROVED BY CITY COUNCIL
T-km S.D. stun A-705&r
EXHIBIT A
DESCRIPTION OF EQUIPMENT OF LEASAGREEMENT
RE: Master Lease Purchase Agreement dated as of 11/16/2017 between Lease Servicing Center, Inc. dba National
Cooperative Leasing (Lessor)and City of Palm Springs (Lessee) and Schedule No. 001 thereto dated as of
November 16th, 2017.
Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable:
Quantity VIN#!Serial Number Type,Make.Model
19 New/Unused (2018 Ford Police Interceptor Utility(K8A)AWD)
EQUIPMENT LOCATION Complete only if equipment will not be located at Lessee's address
BILLING ADDRESS: 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262
GARAGING ADDRESS: 459 N. Civic Drive, Palm Springs, CA 92262
Lessee authorizes Lessor or its assigns to insert or modify, if needed, the Vehicle
Identification Number ("VIN"), or Serial Number, in the above description of the
Equipment to correspond to the final delivered and accepted Equipment as shown
on the respective invoice or other supporting documents.
Lessee: City of Palm Springs Lessor: Lease Servicing Center, Inc.dba
National C op rative Le�ohq
By: By: -41
Typed: David Ready f Print:eg
f
Title: City Manager Title: ��j y�gS
Date: d Date: Z4�?12/L7-
ATTEST:
APPROVED 13Y CITY COUNCIL ((��
y�LiM l�•�. llllll'? ��OSL City Clerk �AT7
A
EXHIBIT B
SCHEDULE OF PAYMENTS
Interest Rate=4.43%
Amount Financed=$766,430.55
Start Date=November 30�,2017
Purchase
Number Date Payment Interest Principal Option*
1 01/01/2018 $167,511.44 $3,018.03 $164,493.41 $632,034,00
2 01/01/2019 $167,511.44 $26,665.82 $140,845.62 $484,146.10
3 01/01/2020 $167,511.44 $20,426.35 $147,085.09 $329,706.75
4 01/01/2021 $167,511.44 $13,910.48 $153,600.96 $168,425.74
5 01/01/2022 $167,511.44 $7,105.97 $160,405.47 $0.00
*Assumes that all rental payments and other amounts due on and prior to that date have been paid.
Lessee: City of Patin Springs 6a n 77
`n'—C6Dvarz Tid�tr n6
B .
TYPED: David Ready C /S7Ao 6AIt&117711
TITLE: City Manager Y .SD'G /7�
DATE: Z
1301 7
APPROVED BY CITY COUNCIL
ATTEST:
�nkPfiyr L_
City Clerk
B
EXHIBIT G
AGREEMENT TO PROVIDE INSURANCE
Lessee: City of Palm Springs Lessor: Lease Servicing Center, Inc. dba
National Cooperative Leasing
Address: 3200 E.Tahquitz Canyon Way Address: 220 22' Ave E., Ste 106
Palm Springs, CA 92262 Alexandria, MN 56308
Phone: (760)323-8170 Phone: (320) 763-7600
Description of Equipment:
Quantity VIN#/Serial Number Type,Make,Model
19 New/Unused (2018 Ford Police Interceptor Utility(K8A)AWD)
I understand that to provide protection from serious financial loss, should an accident or loss occur, my lease contract requires
the equipment to be continuously covered with insurance against the risks of fire and theft, and that failure to provide such
insurance gives the Lessor the right to declare the entire unpaid balance immediately due and payable. Accordingly, I have
arranged for the required insurance through the insurance company shown below and have requested my agent to note
Lessor's interest in the equipment and name Lessor as additional insured.
NAME OF AGENT INSURANCE COMPANY
Name:
Name: k6t)IM MOtGrfC> Name: `�rfYaY19Q`3i0('aam�GS
Address:qLON 2%& ctctje ,.Ae t�.,t�P I}OD Policy#: I C " 171$000 7
Rtuerude t Cyr 4 2SUS
Phone: $10-212'03103 x 2(00-�
Lessee: City of PaImSprings
BY: e1w7ekl- C
d5aA14,7d,1,V
TYPED: David Read
TITLE: City Manager
DATE:
APPROVED BY CITY COUNCIL
lim 5.6. A1656
ATTEST. �/ n
`Y QYi by F�1f1f�TT
City Clerk
G
EXHIBIT H
LESSEE CERTIFICATE
RE: Master Lease Purchase Agreement dated as of 11/16/2017 between Lease Servicing Center. Inc. dba
National Cooperative Leasing (Lessor)and City of Palm Springs (Lessee)and Schedule No. 001 thereto
dated as,of November 16th, 2017.
I,the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the
authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above
referenced Master Lease Purchase Agreement (the"Lease"). I hereby certify that:
1. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay
all Rental Payments required to be paid under the Lease during the current Budget Year of Lessee, and
such moneys will be applied in payment of all Rental Payments due and payable during such current Budget
Year.
2. The governing body of Lessee has approved the authorization, execution and delivery of the Lease on its
behalf by the authorized representative of Lessee who signed the Lease.
3. During the term of the Lease, the Equipment will be used for essential governmental functions. Such
functions are:
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4. The source of funds (fund Item in budget)for the Rental Payments that come due under Exhibit B of this
Lease is as follows: Q
5. Lessee reasonably expects and anticipates that adequate funds will be available for all future Rental
Payments that will come due under Exhibit B because:
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Lessee: City of Palm Springs �1
BY: L�SSd2. �c.tscrazv�c�nGC"�7� r1 c.
TYPED: David Read � L c(&k�w7o4lfe�cv 1fi72Lyt61AG
TITLE: City Manager
L'�/SradifasZ,J �i7/✓/yl/ffT�
DATE: �� S��T2aYPs
ATTEST:
APPROVED BY CITY COUNCIL
ZktKS.D. ltji�1'1 A10% City Clerk
H
NOTICE OF ASSIGNMENT
AND
LETTER OF DIRECTION
Lease Servicing Center, Inc. dba National Cooperative Leasing ("Lessor") hereby gives notice to City of Palm
Springs ("Lessee") that it has assigned all of its rights to receive payments under the Master Lease Purchase
Agreement dated November 16th, 2017, Schedule No. 001 as set out in Section 7.01, and in any of the Equipment
now or hereafter leased thereunder, including without limitation all amounts of rent, insurance, and condemnation
proceeds, indemnity or other payment proceeds due to become due as a result of the sale, lease of other disposition
of the Equipment, all rights to receive notices and give consents and to exercise the rights of the Lessor under the
Lease, and all rights, claims and causes of action which Assignor may have against the manufacturer or seller of
the Equipment in respect of any defects therein.
This Master Lease Purchase Agreement requires 5 annual payments in the amount of$167,51 1.44 as of the date
of assignment, 5 annual payments remain on the contract and should be forwarded to the assignee at the
following address:
"ASSIGNEE"
Santander Bank,N.A.
Santander Leasing, LLC
P. O. Box 14565
Reading PA 19612
1-800-238-4009
FEIN: 23-1237295
* Please list the following as lien holder on vehicle titles:
Santander Bank,N.A.
3 Huntington Quadrangle,#101N
Melville,NY 11747
Any assigned payments received by Lessor are received in trust for assignee and will be immediately delivered to
Assignee.
LEASE SERVICING CENTER,INC.DBA CITY OF PALM SPRINGS
NATIONAL COOPERATIVE LEASING (LESSEE)
(Lessor/Assignor) 21
!
BY: ' BY:
PRINT: �lf11�S1T / C � TYPED: David Readyi L�
TITLE: TQlLI�� TITLE: CityManage
DATE: /�1342Z7 DATE:
APPROVED BY CITY COUNCIL
ATTEST:
�h�QY14yL_. �'�'�CjJL� :.�14YS1rZJL— 6
City Clerk
LEASE PAYMENT INSTRUCTIONS
Lessee: C1a c5� n6C �r�rvS
Tax ID#: Q5'(D0C)0`1 c�-7
Invoice Mailing Address: V-bc) G " -CLV-\ Ul -7- c, (.)\ loll WG�\.(
4�alm g�r� , CA q 22Cv2
Mail invoices to the attention of: C-1 S�ha der
Phone: llD�
Fax: —7(o0 - 322-- 55`6f
Email:5kac,i.'.'ChaFe+� ttr�csCa,50�/
Approval of Invoices required by: (Ztrj 4" k;e111 JJ
Phone:'!(o0 -323-J62Z
Fax: -7W •321.-16320
Email: (1t61 +ty.k�eJ,1�P �tayjgCa•yJ
Accounts Payable Contact: 1-664-,o- QL�lura-j
Phone:-J WO.32.3 -g202
Fax:'I(AO-322-4K3Cv0
EmailT&brk"&..Q,chu�ds(d��Mg�irwJs ca .50V
Processing time for Invoices: H Aa*-.Approval: ICI doy s Checks: 114 a- s
Do you have a Purchase Order Number that you would like included on the invoice? No_Yes X
PO# 11120-I19- 10354
Description needed for Lease Payment Invoices (up to 54 characters including a PO#) : I q We W
Fvrd (3kJy1 a lnnerc-p_pE�nr-, CV-Ka tr M?-D
Does your PO#change annually? No -)�- Yes
Processing time for new purchase orders:'r-wd W¢A)r-S
Internal Escrow Letter
11/16/2017
Santander Bank, N.A.
3 Huntington Quadrangle, Suite 101N
Melville, NY 11747
RE: Master Lease Purchase Agreement dated as of 11/16/2017 between Lease Servicing Center, Inc.
dba National Cooperative Leasing (Lessor) and City of Palm Springs(Lessee)and Schedule No.
001 thereto dated as of November 16th, 2017.
Ladies and Gentlemen:
We have entered into the above referenced Lease for the purpose of financing the equipment
listed in Attachment #1 (the"Equipment") inthe amount of$766,430.55(the"Financed Amount").
Lessee hereby requests that Lessor retain $766,430.55 (the "Retained Amount"). Lessee further
requests that Lessor hold the Retained Amount in an internal escrow pending Lessor's receipt of
confirmation from Lessee that the Equipment has been delivered, inspected and accepted for all
purposes by the Lessee and that payment can be remitted to the vendor of such Equipment. There will
be no separate escrow fee charged to Lessee for internally escrowing the Retained Amount.
Lessee understands and agrees that interest shall accrue on the entire Financed Amount as of the
date hereof, and further understands and agrees that any interest earned on the Retained Amount
shall be paid to Lessor in consideration of managing the internal escrow account.
Lessee acknowledges that Lessor may commingle the Retained Amount held by Lessor for the
benefit of Lessee with other funds held by Lessor for its own account, so long as Lessor maintains
segregation of such amounts on the books and records of Lessor.
Sincerely,
Lessee: City of Palm Springs / _ .1 viCinG &'1�gj1nc
[pS30/L L,rrtsa A /
TYPED: David Ready kf
�(
TITLE: City Manage C `
DATE:
/0V 7
ATTEST:
lnker�w►_ ���
City Clerk
APPROVED BY CITY COUNCIL
T "" S•D• It�l�)1 �7O5L
Internal Escrow Letter
Attachment#1
Quantity Year Make Type/Style/Model VIN/Serial Number Price
19 2018 Ford Ford Police Interceptor Utility(K8A)AWD $766,430.55
Total Cost: $766,430.55
Down Payment $0.00
Total Amount Financed $766,430.55
EXHIBIT C-1
PAYMENT REQUEST AND PARTIAL ACCEPTANCE CERTIFICATE
RE: Master Lease Purchase Agreement dated as of 11/16/2017 between Lease Servicing Center, Inc.
dba National Cooperative Leasing (Lessor) and City of Palm Springs (Lessee)and Schedule
No. 001 thereto dated as of November 16th, 2017.
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the
authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above
referenced Master Lease Purchase Agreement and Schedule No. 001 (the"Lease'). I hereby certify that
1. The Equipment described below(comprising part of the Equipment described on Lease Exhibit A)has been
delivered and installed in accordance with Lessee's specifications and Lessee hereby requests and
authorizes Lessor to disburse, or direct the escrow agent to disburse, to Lessee or the vendor described
below net proceeds of the Lease in the amount specified by wire transfer or by check. Such amount has
not formed the basis for a previous request for payment.
2. Lessee has conducted such inspection and/or testing of such Equipment as it deems necessary and
appropriate and hereby acknowledges that it accepts such Equipment for all purposes.
3. Rental Payments are due and owing as set forth in Exhibit B to the Lease.
4. Lessee has obtained insurance coverage as required under the Lease.
5. Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with
respect to the Equipment and the Rental Payments.
6. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.
Quantity Year Make T e/St le/Model VIN/Serial Number Price
19 2018 Ford Ford Police Interceptor Utility(K8A)AWD $766,430.55
Total Cost: $766,430.55
Down Payment $0.00
Total Amount $766,430.55
Financed
Vendor Name and Address: National Auto Fleet Group
490 Auto Center Drive
Watsonville, CA 95076
Vendor Federal ID Number:
Lessee: City of Palm Springs IWVZ
BY: /J
TYPED: David Ready
Gr/F 15� ✓����7
TITLE: City Manager
DATE: `9,
ATTEST: APPROVED BY CITY COUNCIL
-Pt 5.-b. )I llh-, A 7t%&
City Clerk
EXHIBIT C-2
FINAL ACCEPTANCE
RE: Master Lease Purchase Agreement dated as of 11/16/2017 between Lease Servicing Center, Inc. dba
National Cooperative Leasing (Lessor) and City of Palm Springs (Lessee) and Schedule No. 001 thereto
dated as of November 16th, 2017.
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the
authority by the Governing Body of Lessee to sign this Final Acceptance Certificate with respect to the above
referenced Master Lease Purchase Agreement and Schedule No. 001 (the "Lease"). I hereby certify that:
1. All Equipment described on Exhibit A has been delivered and installed in accordance with Lessee's
specifications and Lessee hereby requests and authorizes Lessor to direct the escrow agent to apply the
remaining net proceeds of the Lease to Lessee's next Rental Payment due.
2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and
appropriate and hereby acknowledges that it accepts the Equipment for all purposes.
3. Rental Payments with respect to such Equipment are due and owing as set forth in Exhibit B to the Lease.
4. Lessee has obtained insurance coverage as required under the Lease.
5. Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with
respect to the Equipment and the Rental Payments.
6. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.
Lessee: City of Palm Springs IJ�J �
� Gc�RSf��I/�CiA6 �TGIZy ��IC
BY: ��G
TYPED: David Ready C/��� /,
ll�e/ 7�d,>'�c- Liz'/�
TITLE: City Mana /
DATE:
7
ATTEST: ((��
1h eftm,
City Clerk
APPROVED BY CITY COUNCIL
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