HomeMy WebLinkAboutA7072 - TCF EQUIPMENT FINANCE tcf
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LESSEE'S PAYMENT INSTRUCTIONS
AND ACCEPTANCE CERTIFICATE TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
The "Agreement": Schedule of Equipment No. 008-0185560-300 dated December 22, 2017 (the "Schedule"), to Master
Equipment Lease Purchase Agreement No. 185560L dated as of December 22,2017
"Lessee"
City of Palm Springs,CA, 1885 Golf Club Drive,Palm Springs,CA 92264
"Lessor"
TCF Equipment Finance, a division of TCF National Bank, 1111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-
8926
Ladies and Gentlemen:
In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as
follows:
(1) Lessee has reviewed and approved the invoice(s) referenced in the table below. Pursuant to the
Agreement, Lessee hereby irrevocably authorizes and requests Lessor to make payment of the invoice(s) to the vendor(s),
licensor(s)or designee(s)of licensor(s)of the Equipment.Lessee agrees that all terms and conditions of the Lease are in full
force and effect and Lessee shall make all payments when and as required thereby.
Payee I Invoice Number Amount
Turf Star Inc/Western Equipment Distributor(T) Toro Turf Package $1,014,725.14
Total $1,014,725.14
(2) All of the Equipment has been delivered, installed and accepted, and is located at the following address:
1885 Golf Club Drive,Palm Springs,CA 92264.
(3) 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.
(4) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
(5) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute, an Event
of Default(as defined in the Agreement)exists at the date hereof.
(6) 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.
(7) The serial number for each item of Equipment that is set forth in the applicable Schedule is correct.
DATED: `
Lessee: City of Palm Springs,CA x``,, Re sq., Ph.D, City Manager
M1� APPR FORM
APPROVED BY CITY COUNCIL
jkm 5- - ST. CITY ATTORNEY
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Muni Lease Muter Sdted.kv.08.24 2016 336025 12.27h0177.22 AM 7
Equipment list Discription Description Fleet# Serial If Arrival Date Total Hours
Reelmaster 7000-D T41F Deisel 55 HP Reel Rough Mower 7000 Diesel Rough#3 401366891 3/14/2018 0
RM7000 32in 8BId ES(RR)DPA CU Reel Mechinism for 7000 D C/U 1 401427557 3/14/2018 N\A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechinism for 7000 D C/U 2 401427558 3/14/2018 N\A
RM7000 32in 88Id ES(RR)DPA CU Reel Mechinism for 7000 D C/U 3 401427559 3/14/2018 N\A
RM7000 32in 88Id ES(RR)DPA CU Reel Mechinism for 7000 D C/U 4 401427560 3/14/2018 N\A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechinism for 7000 D C/U 5 401427561 3/14/2018 N\A
Reelmaster 70004)T41F Diesel 55 HP Reel Rough Mower 7000 Diesel Rough#2 401366900 3/12/2018 0
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism for 7000 D C/U 1 401427562 3/12/2018 N/A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism for 7000 D C/U 2 401427563 3/12/2018 N/A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism for 7000 D C/U 3 401427564 3/12/2018 N/A
RM7000 32in SBId ES(RR)DPA CU Reel Mechanism for 7000 D C/U 4 401427565 3/12/2018 N/A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism for 7000 D C/U 5 401427566 3/12/2018 N/A
Reelmaster 7000-D T4F Diesel 55 HP Reel Rough Mower 7000 Diesel Rough#1 401366894 3/8/2018 0
RM7000 32in BBId ES(RR)DPA CU Reel Mechanism For 7000 D C/U 1 401427556 3/8/2018 N/A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism For 7000 D C/U 2 401427555 3/8/2018 N/A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism For 7000 D C/U 3 401388854 3/8/2018 N/A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism For 7000 D C/U 4 401427553 3/8/2018 N/A
RM7000 32in 8BId ES(RR)DPA CU Reel Mechanism For 7000 D C/U 5 401427554 3/8/2018 N/A
Groundsmaster 4500-D T4 Compliant Diesel 54HP Rotary Rough Mower 4500 Diesel Rough#4 402450700 3/2/2018 0
Reelmaster 5510-D T41F w/ROPS Diesel 36.8 HP Fairway Mower 5510 Diesel Fwy 13 402475490 3/12/2018 0.9
22-IN Tin 11-Blade FSR DPR CU Reel Mechanism For 5510 D C/U 1 401395457 3/12/2019 N/A
22-IN Tin 11-Blade FSR DPR CU Reel Mechanism For 5510 D C/U 2 401395458 3/12/2018 N/A
22-IN 7-in 11-Blade FSR DPR CU Reel Mechanism For 5510 D C/U 3 401395496 3/12/2018 N/A
22-IN 7-in 11-Blade FSR DPR CU Reel Mechanism For 5510 D C/U 4 401395497 3/12/2018 N/A
22-IN 7-in 11-Blade FSR DPR CU Reel Mechanism For55100 C/U 5 401395498 3/12/2018 N/A
Reelmaster 5510-D T4F w/ROPS Diesel 36.8 HP Fairway Mower 5510 Diesel Fwy If 4 402475482 3/14/2018 1.5
22-IN 7-in it Blade FSR DPA CU Reel Mechanism For 5510 D C/U 1 401395452 3/14/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 2 401395453 3/14/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 3 401395454 3/14/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 4 401395455 3/14/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 5 401395456 3/14/2018 N/A
Reelmaster 5510-D T41F w/ROPS Diesel 36.8 HP Fairway Mower 5510 Diesel Fwy#2 402475491 3/12/2018 1.4
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 1 401395499 3/12/2018 N/A
22-IN Tin 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 2 401395500 3/12/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 3 401395501 3/12/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 4 401395502 3/12/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 5 401395503 3/12/2018 N/A
Reelmaster 5510-DT4F w/ROPS Diesel 36.8 HP Fairway Mower S510 Diesel Fwy#1 402475494 3/8/2018 1
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 1 401395506 3/8/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 2 401395505 3/8/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 3 401395504 3/8/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 4 401395562 3/8/2018 N/A
22-IN 7-in 11 Blade FSR DPA CU Reel Mechanism For 5510 D C/U 5 401395507 3/8/2018 N/A
Greensmaster 3250-D Diesel 21 HP Triplex Mower 3250 Diesel Tee#3 402318825 3/5/2018 0.9
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U1 402537052 3/5/2018 N/A
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U2 402537053 3/5/2018 N/A
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U 3 402537054 3/5/2018 N/A
Greensmaster 3250-D Diesel 21 HP Triplex Mower 3250 Diesel Tee#1 402318823 3/5/2018 0.6
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U 1 402537055 3/5/2018 N/A
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U 2 402537056 3/5/2018 N/A
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U 3 402537057 3/5/2018 N/A
Greensmaster 3250-D Diesel 21 HP Triplex Mower 3250 Diesel Tee#2 402318826 3/5/2018 1.1
DPA 11 Blade Cubing Unit Reel Mechanism For 3250 D C/U 1 402537068 3/5/2018 N/A
DPA 11 Blade Cutiing Unit Reel Mechanism For 325C D C/U 2 402537069 3/5/2018 N/A
DPA 11 Blade Cutiing Unit Reel Mechanism For 3250 D C/U 3 402537070 3/5/2018 N/A
Equipment List Discription Description Fleet# Serial# Arrival Date Total Hours
Greensmaster 3250-D Diesel 21 HP Triplex Mower 3250 Diesel Tee#4 402368244 3/5/2018 1
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U 1 402537049 3/5/2018 N/A
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U 2 402537050 3/5/2018 N/A
DPA 11 Blade Cutting Unit Reel Mechanism For 3250 D C/U 3 402537051 3/5/2018 N/A
Greensmaster 3420 Triflex Hybrid-Diesel 23.5 HP Triflex Greens Mower 3420 Diesel w/Groomer Greens#1 402591827 3/5/2018 1.2
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 1 401337961 3/5/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 2 401337962 3/5/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 3 401337970 3/5/2018 N/A
Thatching Reel Kit-Triflex 1 401417413 3/5/2018 N/A
Thatching Reel Kit-Triflex 2 401417416 3/5/2018 N/A
Thatching Reel Kit-Triflex 3 401417417 3/5/2018 N/A
Greensmaster 3420 Triflex Hybrid-Diesel 23.5 HP Triflex Greens Mower 3420 Diesel w/Groomer Greens#2 401392685 3/8/2018 0.9
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 1 401337969 3/8/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 2 401337968 3/8/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 3 401337963 3/8/2018 N/A
Thatching Reel Kit-Triflex 1 401417410 3/8/2018 N/A
Thatching Reel Kit-Triflex 2 401417411 3/8/2018 N/A
Thatching Reel Kit-Triflex 3 401417412 3/8/2018 N/A
Greensmaster 3420 Triflex Hybrid-Diesel 23.5 HP Triflex Greens Mower 3410 Diesel Greens#3 402591833 3/5/2018 1
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 1 401337964 3/5/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 2 401337965 3/5/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 3 401337966 3/5/2018 N/A
Greensmaster 3420 Triflex Hybrid-Diesel 23.5 HP Triflex Greens Mower 3420 Diesel Greens#4 401306825 3/12/2018 0.8
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 1 401337971 3/12/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 2 401337972 3/12/2018 N/A
DPA 11 Blade C/U Triflex Reel Mechanism For 3420 Diesel C/U 3 401337982 3/12/2018 N/A
Greensmaster Flex 2120 Greens Walk Mower w/Groomer Greens#3 402415435 3/2/2018 0.1
Flex 14 Blade D 21 in DPA C/U 1 401392243 3/2/2018 N/A
Greensmaster Flex 2120 Greens Walk Mower w/Groomer Greens#1 402415438 3/2/2018 0.1
Flex 14 Blade D 21 in OPA C/U 1 401392242 3/2/2018 N/A
Greensmaster Flex 2120 Greens Walk Mower w/Groomer Greens#2 402415439 3/2/2018 0.1
Flex 14 Blade D 21 in DPA C/U 1 401392241 3/2/2018 N/A
Trans Pro 80 Walk Mower Trailer 402438337 3/2/2018 N/A
Trans Pro 80 Walk Mower Trailer 402438338 3/2/2018 N/A
Trans Pro 80 Walk Mower Trailer 402438339 3/2/2018 N/A
22 IN Verticutter 7in Fairway Mower Attachment 1 316000355 3/2/2018 N/A
221N Verticutter Tin Fairway Mower Attachment 2 316000358 3/2/2018 N/A
221N Verticutter 7in Fairway Mower Attachment 3 316000359 3/2/2018 N/A
221N Verticutter 7in Fairway Mower Attachment 4 316000360 3/2/2018 N/A
221N Verticutter 7in Fairway Mower Attachment 5 316000361 3/2/2018 N/A
Workman GTXGas Utility Vehicle 1 401371154 3/2/2018 1.1
Pro Force Debris Blower 2 402415204 3/2/2018 1
Pro Force Debris Blower 1 402415207 3/2/2018 0
Pro Force Debris Blower 3 402415294 3/2/2018 0
Pro Pass 200 Wireless Topdresser 1 401236426 3/2/2018 N/A
Topdresser 1800 Belt Topdresser 1 401380978 3/2/2018 N/A
Workman HDX-D Kubota Diesel 23.3 HP Workmen HD%Diesel 1 401403410 3/2/2018 1.9
Lely Spreader 3PT 2275 3 Point Hitch Spreader 1 5489 3/2/2018 N/A
tAmendment to
, rn Master Lease Agreement
q Pme
f11 e
Date:December 27,2017
The"A reement":Master Lease Number 185560L Dated December 22,2017
"Lessee"
City of Palm Springs,CA,1885 Golf Club Drive,Palm Springs,CA 92264
"Lessor"
TCF Equipment Finance,a division of TCF National Bank, I III West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926
All capitalized terms used but not defined in this Amendment shall have the meanings set forth or referred to in the Agreement.
Upon execution of this Amendment by Lessee and Lessor,the Agreement is hereby amended as follows:
1. Section 7.03.Advances. The third sentence of Section 7.03 of the Agreement is hereby amended and restated in its entirety to read as
follows:
"Lessee agrees to pay such amounts with interest thereon from the date paid at the rate of 12%per annum or the maximum permitted by law,
whichever is less."
2. Section 12.01. Clause(b)of Section 12.01 of the Agreement is hereby amended and restated in its entirety to read as follows:
"(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed under that
Lease,other than as referred to in Section 12.01(a),for a period of 30 days after written notice,specifying such failure and requesting that it be
remedied, is given to Lessee by Lessor, unless Lessor will agree in writing to an extension of such time prior to its expiration: provided,
however,if the failure stated in the notice cannot be corrected within the applicable period,Lessor will not unreasonably withhold its consent to
an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is
corrected:"
3. Section 13.08.Applicable Law:Jury Trial. Section 13.08 of the Agreement is hereby amended and restated in its entirety to read as follows:
"Section 13.08. Applicable Law. This Agreement will be governed by and construed in accordance with federal law and,to the extent not
preempted by federal law,the laws of the State."
Except as specifically amended herein,all of the terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified
and affirmed.
This Amendment dated as of the date first set forth above shall not be effective until signed by Lessor.
Lessor: TCF Equipment Finance,a division of TCF B JPI Operations-T.C.
National Bank
Lessee: City of Palm Springs,CA By. David H. Ready,Esq.,Ph.D
WrCity Manager
Amendment Muter ve, 11 01 16 33WZS 12/2712017 7.12 AM
l tcf
equipment
finance
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.185560L
Master Equipment Lease Purchase Agreement Number 185560L Dated December 22,2017
"Lessee"
City of Palm Springs,CA, 1885 Golf Club Drive,Palm Springs,CA 92264
Fax: E-mail:
"Lessor"
TCF Equipment Finance, a division of TCF National Bank, 1111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-
8926
Fax:319-833-4577 E-mail:customerservice@frnancediv.com
RECITALS:
1. Lessee desires to lease certain property from the Lessor described in the schedules to this Agreement that are to be
executed from time to time by the parties hereto (such schedules, whether now or hereafter executed, are hereby incorporated
herein and are hereinafter collectively referred to as the "Schedules," and the items of property leased to Lessee hereunder,
together with all substitutions, proceeds, replacement parts, repairs, additions, attachments, accessories and replacements thereto,
thereof or therefor,are hereinafter collectively referred to as the "Equipment") subject to the terms and conditions of and for the
purposes set forth in this Agreement.
2. The relationship between the parties shall be a continuing one and items of property may be added to or deleted from the
Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein.
3. Lessee is authorized under the constitution and laws of the State to enter into this Agreement for the purposes set forth
herein.
NOW,THEREFORE, for and in consideration of the premises hereinafter contained,the parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires
otherwise:
"Agreement" means this Master Equipment Lease Purchase Agreement No. 185560L including the Schedules and any other
schedule,exhibit or escrow agreement made a part hereof by the parties hereto,together with any amendments to this Agreement.
"Code"means the Internal Revenue Code of 1986,as amended.
"Commencement Date" means, with respect to any Schedule,the date when the term of this Agreement with respect to that
Schedule and Lessee's obligation to pay rent under that Schedule commence, which date (a)Lessee hereby authorizes Lessor to
fill in on the executed payment scheduled attached to each Schedule, and (b) shall be the earlier of(i) the date on which the
Equipment listed in that Schedule is accepted by Lessee in the manner described in Section 5.01, or (ii) the date on which
sufficient moneys to purchase the Equipment listed in that Schedule are deposited for that purpose with an escrow agent.
"Equipment" means the property described in a Schedule and all replacements, substitutions, repairs, restorations,
modifications, attachments, accessions, additions and improvements thereof or thereto. Whenever reference is made in this
Agreement to Equipment listed in a Schedule, that reference shall be deemed to include all replacements, repairs, restorations,
modifications and improvements of or to that Equipment.
"Event of Default"means,with respect to any Lease,an Event of Default described in Section 12.01.
"Issuance Year"is the calendar year in which the Commencement Date occurs.
"Lease" means an individual Schedule and this Agreement.
Muni_Lease_M.ter_Leaae ver.05 16 17 336025 615G017 10'.50 AM Page I of 13
"Lease Term"means,with respect to any Lease, the Original Term and all Renewal Terms of that Lease, but ending on the
occurrence of the earliest event specified in Section 3.03.
"Lessee"means the entity described as such in the header of this Agreement,its successors and its assigns.
"Lessor" means,with respect to each Schedule and the Lease of which that Schedule is a part,(i)if Lessor's interest in,to
and under that Schedule has not been assigned pursuant to Section 11.01, the entity described as such in the header of this
Agreement or its successor, or (ii) if Lessor's interest in, to and under that Schedule has been assigned pursuant to Section
11.01,the assignee thereof or its successor.
"Maximum Lease Term" means,with respect to any Lease, the Original Term and all Renewal Terms through the Renewal
Term including the last Rental Payment Date set forth on the Schedule that is part of that Lease.
"Net Proceeds" means the amount remaining from the gross proceeds of any insurance claim or condemnation award after
deducting all expenses(including attorneys'fees)incurred in the collection of such claim or award.
"Original Term" means, with respect to any Lease, the period from the first Commencement Date for any Schedule under
that Lease until the end of the fiscal year of Lessee in effect at that Commencement Date.
"Purchase Price" means the amount set forth on any Schedule that Lessee may,at its option, pay to Lessor to purchase the
Equipment listed on that Schedule.
"Renewal Terms" means,with respect to any Lease,the optional renewal terms of that Lease,each having a duration of one
year and a term co-extensive with Lessee's fiscal year.
"Rental Payment Dates"means the dates set forth in the Schedules on which Rental Payments are due.
"Rental Payments"means the basic rental payments payable by Lessee pursuant to Section 4.01.
"Schedule"means any schedule to this Agreement,executed from time to time by the parties hereto.
"State"means the State of Lessee's organization.
"Vendor" means a manufacturer of Equipment as well as the agents or dealers of the manufacturer from whom Lessor
purchased or is purchasing Equipment.
ARTICLE 11
REPRESENTATIONS AND COVENANTS OF LESSEE
Section 2.01. Representations and Covenants of Lessee. Lessee represents, warrants and covenants for the benefit of
Lessor as follows:
(a) Lessee is a political subdivision duly organized and existing under the constitution and laws of the State. Lessee
will do or cause to be done all things to preserve and keep in full force and effect its existence as a body corporate and
politic. Lessee has a substantial amount of one or more of the following sovereign powers: (a)the power to tax, (b)the
power of eminent domain,and(c)police power.
(b) Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the transaction
contemplated hereby and to perform all of its obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement by proper action and approval of its
governing body at a meeting duly called, regularly convened and attended throughout by a requisite majority of the
members thereof or by other appropriate official approval.
(d) This Agreement constitutes the legal,valid and binding obligation of Lessee enforceable in accordance with its
terms, except to the extent limited by applicable bankruptcy, insolvency,reorganization or other laws affecting creditors'
rights generally.
M.0 Lease Master Lease.05.i6A7336025 6/5i2017 IM6 AM Page 2of 13
(e) No event or condition that constitutes,or with the giving of notice or the lapse of time or both would constitute,
an Event of Default exists at the date hereof.
(f) Lessee has, in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the
current fiscal year to make the Rental Payments scheduled to come due during the current fiscal year and to meet its other
obligations under this Agreement,and such funds have not been expended for other purposes.
(g) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the
acquisition by Lessee of the Equipment hereunder.
(h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public
board or body, pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis
therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated by this Agreement or any other document,agreement or certificate which is used or contemplated for use in
the consummation of the transactions contemplated by this Agreement or materially adversely affect the financial
condition or properties of Lessee.
(i) All authorizations, consents and approvals of governmental bodies or agencies required in connection with the
execution and delivery by Lessee of this Agreement or in connection with the carrying out by Lessee of its obligations
hereunder have been obtained.
0) The entering into and performance of this Agreement or any other document or agreement contemplated hereby
to which Lessee is or is to be a party will not violate any judgment,order, law or regulation applicable to Lessee or result
in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other
encumbrance on any assets of Lessee or the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or
credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound,except as herein
provided.
(k) The Equipment is essential to the function of Lessee or to the service Lessee provides to its citizens. Lessee has
an immediate need for, and expects to make immediate use of, substantially all the Equipment, which need is not
temporary or expected to diminish in the foreseeable future. The Equipment will be used by Lessee only for the purpose
of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of
Lessee's authority.
(1) Neither the payment of the Rental Payments hereunder nor any portion thereof is(i) secured by any interest in
property used or to be used in a trade or business of a non-exempt person(within the meaning of Section 103 of the Code)
or in payments in respect of such property or(ii)derived from payments in respect of property,or borrowed money,used
or to be used in a trade or business of a non-exempt person(within the meaning of Section 103 of the Code). No portion
of the Equipment will be used directly or indirectly in any trade or business carried on by any non-exempt person(within
the meaning of Section 103 of the Code).
(m) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and
141-150 thereof,and the applicable regulations of the Treasury Department that relate to each Lease in order to establish
and maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal
income taxation. In furtherance of the foregoing,Lessee covenants and agrees to prepare(or engage a tax professional to
prepare on Lessee's behalf)and file all necessary informational returns on a timely basis with the IRS, including,but not
limited to,IRS Series 8038 Forms,which must generally be filed on or before the 15'"of the 2"d calendar month after the
close of the calendar quarter in which the Commencement Date occurs. Lessee agrees to provide Lessor with copies of
all such filed returns relating to each Lease contemporaneously with their filing. If Lessee fails to file the necessary
informational returns with the IRS on a timely basis, Lessee hereby authorizes Lessor to engage a tax professional of
Lessor's choosing to complete the required returns on Lessee's behalf and at Lessee's expense, which Lessee agrees to
execute and file. If Lessee files informational returns containing incorrect or incomplete information, Lessee hereby
authorizes Lessor to engage a tax professional of Lessor's choosing to file an amendment to the incorrect or incomplete
informational return on Lessee's behalf and at Lessee's expense,which Lessee agrees to execute and file.
(n) Lessee will use the proceeds of this Agreement as soon as practicable and with all reasonable dispatch for the
purpose for which this Agreement has been entered into. No part of the proceeds of this Agreement will be invested in
any securities,obligations or other investments or used,at any time, directly or indirectly, in a manner which, if such use
had been reasonably anticipated on the date of issuance of this Agreement, would have caused any portion of this
Muni_Lease_Master_Lease ver.05.15.17 336025 6,'5/2017 10,56 AM Page 3 of 13
Agreement to be or become "arbitrage bonds" within the meaning of Section 103(b)(2)or Section 148 of the Code and
the applicable regulations of the Treasury Department.
(o) Lessee represents and warrants that it is a governmental unit under the laws of the State;this Agreement is not a
private activity bond as defined in Section 141 of the Code, and 95%or more of the net proceeds of this Agreement will
be used for local governmental activities of Lessee.
(p) Lessee has never failed to pay payments coming due under any bond issue, lease purchase agreement or other
indebtedness obligation of Lessee.
(q) The useful life of the Equipment will not be less than the Maximum Lease Term.
(r) The application, statements and credit or financial information reviewed by Lessor are true and correct and
made to induce Lessor to enter into this Agreement and the escrow agreement, if any, and Lessee has experienced no
material change in its financial condition since the date(s)of such information.
(s) Lessee shall pay the excess(if any)of the actual costs of acquiring the Equipment under the Agreement over the
amount deposited by Lessor in the escrow fund, if any, established under any related escrow agreement and interest
earnings thereon.
(t) Lessee understands and acknowledges that Lessor has not acted and will not act as a fiduciary for Lessee or as
Lessee's agent or municipal advisor; Lessor has not and will not provide financial, legal,tax, accounting or other advice
to Lessee or to any financial advisor or placement agent engaged by Lessee with respect to this Agreement. Lessee, its
financial advisor, placement agent or municipal advisor, if any, shall each seek and obtain its own financial, legal, tax,
accounting and other advice with respect to this Agreement from its own advisors (including as it relates to structure,
timing,terms and similar matters).
Section 2.02. Conditions to Lessor's Performance under Schedules. As a prerequisite to the performance by Lessor of
any of its obligations pursuant to the execution and delivery of any Schedule,Lessee shall deliver to Lessor the following:
(a) An Opinion of Counsel to Lessee, in form and substance acceptable to Lessor in its sole discretion, respecting
such Schedule.
(b) A Lessee's Closing Certificate executed by the Clerk or Secretary or other comparable officer of Lessee,in form
and substance acceptable to Lessor in its sole discretion,completed to the satisfaction of Lessor.
(c) An Essential Use Certificate executed by a duly authorized officer of Lessee, in form and substance acceptable
to Lessor in its sole discretion,completed to the satisfaction of Lessor.
(d) All documents,including financing statements,affidavits,notices and similar instruments,in form satisfactory to
Lessor,which Lessor deems necessary or appropriate at that time pursuant to Section 6.02.
(e) Such other items,if any,as are set forth in such Schedule or are reasonably required by Lessor.
This Agreement is not a commitment by Lessor to enter into any Schedule not currently in existence, and nothing in this
Agreement shall be construed to impose any obligation upon Lessor to enter into any proposed Schedule, it being understood that
whether Lessor enters into any proposed Schedule shall be a decision solely within Lessor's discretion.
Lessee will cooperate with Lessor in Lessor's review of any proposed Schedule. Without limiting the foregoing, Lessee will
provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed
Schedule. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated
use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.
ARTICLE III
LEASE OF EQUIPMENT
Section 3.01. Lease of Equipment. Lessor hereby demises, leases and lets to Lessee,and Lessee rents,leases and hires from
Lessor, the Equipment listed in each Schedule in accordance with the provisions of this Agreement and that Schedule for the
Lease Term for the Lease of which that Schedule is a part.
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Section 3.02. Lease Term. The Original Term of each Lease will commence on the Commencement Date and will terminate
on the last day of Lessee's current fiscal year. The Lease Term for each Lease may be continued,solely at the option of Lessee,at
the end of the Original Term or any Renewal Term for an additional Renewal Term up to the Maximum Lease Term for that
Lease. At the end of the Original Term and at the end of each Renewal Term until the Maximum Lease Term has been completed
for a Lease, Lessee will be deemed to have exercised its option to continue that Lease for the next Renewal Term unless Lessee
has terminated that Lease pursuant to Section 3.03 or Section 10.01.The terms and conditions during any Renewal Term will be
the same as the terms and conditions during the Original Term, except that the Rental Payments will be as provided in the
Schedules.
Section 3.03. Termination of Lease Term. The Lease Term for each Lease will terminate upon the earliest of any of the
following events:
(a) the expiration of the Original Term or any Renewal Term of that Lease and the nonrenewal of that Lease in the
event of nonappropriation of funds pursuant to Section 3.05;
(b) the exercise by Lessee of the option to purchase the Equipment granted under that Lease under the provisions of
Article X and payment of the Purchase Price and all amounts payable in connection therewith;
(c) a default by Lessee and Lessor's election to terminate that Lease under Article XII;or
(d) the payment by Lessee of all Rental Payments required to be paid by Lessee under that Lease when such
payments are due through the expiration of the Maximum Lease Term.
Section 3.04. Continuation of Lease Term. Lessee currently intends, subject to the provisions of Section 3.05 and Section
4.04,to continue the Lease Term for each Lease through the Original Term and all of the Renewal Terms and to pay the Rental
Payments hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments
during the Maximum Lease Term for each Lease can be obtained. The responsible financial officer of Lessee will do all things
lawfully within his or her power to obtain and maintain funds from which the Rental Payments may be made, including making
provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for approval in accordance
with applicable procedures of Lessee and to exhaust all available reviews and appeals in the event such portion of the budget is not
approved. Notwithstanding the foregoing,the decision whether or not to budget or appropriate funds or to extend a Lease for any
Renewal Term is solely within the discretion of the then current governing body of Lessee.
Section 3.05. Nonappropriation. Lessee is obligated only to pay such Rental Payments under this Agreement as may
lawfully be made from funds budgeted and appropriated for that purpose during Lessee's then current fiscal year. In the event
sufficient funds will not be appropriated or are not otherwise legally available to pay the Rental Payments required to be paid
under a Lease in the next occurring Renewal Term, that Lease will be deemed to be terminated at the end of the then current
Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 90 days prior to the end of
the then current Original Term or Renewal Term, but failure to give such notice will not extend the Lease Term beyond such
Original Term or Renewal Term. If a Lease is terminated in accordance with this Section, Lessee agrees, at Lessee's cost and
expense,to peaceably deliver the Equipment then subject to that Lease to Lessor at the location or locations specified by Lessor.
ARTICLE IV
RENTAL PAYMENTS
Section 4.01. Rental Payments. Lessee will pay Rental Payments,exclusively from legally available funds,in lawful money
of the United States of America to Lessor in the amounts and on the dates set forth in the Schedules without notice or demand.
Rental Payments will be in consideration for Lessee's use of the Equipment during the fiscal year in which such payments are due.
Any Rental Payment not received on or before its due date will be assessed a late payment fee of 10%or the maximum amount
permitted by law, whichever is less, from its due date. Lessee agrees to pay Lessor a fee, in an amount determined by Lessor,not
to exceed the maximum amount from time to time permitted by applicable law, for any check or automatic payment withdrawal
request that is returned to Lessor because of insufficient funds available in Lessee's account or a stop payment.
In the event that it is determined that any of the interest components of Rental Payments may not be excluded from gross
income for purposes of federal income taxation,Lessee agrees to pay to Lessor promptly after any such determination and on each
Rental Payment Date thereafter an additional amount determined by Lessor to compensate Lessor for the loss of such
excludability (including without limitation, compensation relating to interest expense, penalties or additions to tax), which
determination shall be conclusive absent manifest error.
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Section 4.02. Interest Component. As set forth on the payment schedules attached to the Schedules, a portion of each
Rental Payment is paid as,and represents payment of, interest.
Section 4.03. Rental Payments To Be Unconditional. Except as provided in Section 3.05,the obligations of Lessee to
make Rental Payments and to perform and observe the other covenants and agreements contained herein shall be absolute
and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including
without limitation any failure of the Equipment to be delivered or installed, any defects, malfunctions, breakdowns or
infirmities in the equipment or any accident,condemnation or unforeseen circumstances.
Section 4.04. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to pay Rental
Payments hereunder will constitute a current expense of Lessee,are from year to year and do not constitute a mandatory payment
obligation of Lessee in any fiscal year beyond the then current fiscal year of Lessee. Lessee's obligation hereunder will not in any
way be construed to be an indebtedness of Lessee in contravention of any applicable constitutional,charter or statutory limitation
or requirement concerning the creation of indebtedness by Lessee, nor will anything contained herein constitute a pledge of the
general credit,tax revenues,funds or moneys of Lessee.
ARTICLE V
EQUIPMENT
Section 5.01. Delivery, Installation and Acceptance of the Equipment. Lessee will order the Equipment, cause the
Equipment to be delivered and installed at the location specified in the applicable Schedule and pay any and all costs, charges,
expenses and obligations of every kind and nature incurred regarding the importation, shipment, delivery, possession, use, lease,
return, repossession, storage and transfer of any of Equipment. When the Equipment listed in any Schedule has been delivered
and installed, Lessee will immediately inspect such Equipment and accept such Equipment after Lessee, in its sole discretion,
determines that such Equipment is satisfactory,and evidence said acceptance by executing and delivering to Lessor an acceptance
certificate in form and substance acceptable to Lessor. After it has been installed, the Equipment will not be moved from the
location specified in the applicable Schedule,or if rolling stock, its permanent base will not be changed,without Lessor's consent,
which consent will not be unreasonably withheld. If Lessor, in its discretion,pays any tax, fee, charge or other amount described
in this paragraph, Lessee shall reimburse Lessor therefor on demand, together with Lessor's administrative and other costs of
paying and invoicing such amounts and, if Lessee fails to pay Lessor any such amount within ten (10) days of such demand,
Lessee shall pay interest thereon until paid at the rate of 18%per annum or the maximum rate allowable by law,whichever is less.
Section 5.02. Enjoyment of Equipment. Lessor hereby covenants to provide Lessee with quiet use and enjoyment of the
Equipment during the Lease Term, and Lessee will peaceably and quietly have and hold and enjoy the Equipment during the
Lease Term,without suit,trouble or hindrance from Lessor,except as otherwise expressly set forth in this Agreement.
Section 5.03. Right of Inspection. Lessor will have the right at all reasonable times during regular business hours to enter
into and upon the property of Lessee for the purpose of inspecting the Equipment.
Section 5.04. Use of the Equipment. Lessee will not install,use,operate or maintain the Equipment improperly,carelessly,
in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee will obtain all permits
and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all
respects(including,without limitation,with respect to the use, maintenance and operation of each item of the Equipment)with all
applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided, however, that
Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that
does not,in the opinion of Lessor,adversely affect the interest of Lessor in and to the Equipment or its interest or rights under this
Agreement.
Section 5.05. Maintenance of Equipment; Alterations. Lessee agrees that it will, at Lessee's own cost and expense,
maintain, preserve and keep the Equipment in good repair, working order and condition. Lessor will have no responsibility to
maintain,repair or make improvements or additions to the Equipment. If any item of Equipment is such as is customarily covered
by a maintenance contract, Lessee will enter into a maintenance contract for that Equipment with the applicable Vendor. Lessee
will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such
alterations,additions or improvements may be readily removed without damage to the Equipment.
ARTICLE VI
TITLE TO EQUIPMENT;SECURITY INTEREST
Section 6.01. Title to the Equipment. During the Lease Term, title to the Equipment and any and all additions, repairs,
replacements or modifications will vest in Lessee, subject to the rights of Lessor under this Agreement; provided that title to the
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Equipment that is subject to any Lease will thereafter immediately and without any action by Lessee vest in Lessor, and Lessee
will immediately surrender possession of the Equipment to Lessor upon(a) any termination of that Lease other than termination
pursuant to Section 10.01 (including but not limited to any termination pursuant to Section 3.05)or(b)the occurrence of an Event
of Default with respect to that Lease. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this Section
will occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee
will,nevertheless,execute and deliver any such instruments as Lessor may request to evidence such transfer. Lessee, irrevocably
designates, makes, constitutes and appoints Lessor and its assignee as Lessee's true and lawful attorney (and agent in-fact)with
power, at such time of termination or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee's or
Lessor's or such assignee's name,to endorse the name of Lessee upon any bill of sale,document, instrument, invoice,freight bill,
bill of lading or similar document relating to the Equipment in order to vest title in Lessor and transfer possession to Lessor.
Section 6.02. Security Interest. To secure the payment of all of Lessee's obligations under this Agreement and to the extent
permitted by law, Lessee grants to Lessor a first and prior security interest in the Equipment and on all additions,attachments and
accessions thereto and substitutions therefor and proceeds therefrom. Lessee agrees to execute such additional documents in form
satisfactory to Lessor,that Lessor deems necessary or appropriate to establish and maintain its security interest. Lessee agrees that
financing statements may be filed with respect to the security interest in the Equipment created herein.
As further security therefor, Lessee grants to Lessor a first priority security interest in the cash and negotiable instruments
from time to time comprising each escrow fund established under any related escrow agreement and all proceeds (cash and non-
cash)thereof,and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party.
Section 6.03. Personal Property. Lessor and Lessee agree that the Equipment is and will remain personal property. The
Equipment will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the
Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to such real estate or any
building thereon. Upon the request of Lessor, Lessee will,at Lessee's expense, furnish a waiver of any interest in the Equipment
from any parry having an interest in any such real estate or building.
ARTICLE VII
ADDITIONAL COVENANTS
Section 7.01. Liens,Taxes,Other Governmental Charges and Utility Charges. Lessee will keep the Equipment free and
clear of all liens, charges and encumbrances, except those created under this Agreement. The parties to this Agreement
contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and, therefore, that the
Equipment will be exempt from all property taxes and other similar charges. If the use, possession or acquisition of the
Equipment is found to be subject to taxation in any form,Lessee will pay all taxes and governmental charges lawfully assessed or
levied against or with respect to the Equipment. Lessee will pay all utility and other charges incurred in the use and maintenance
of the Equipment. Lessee will pay such taxes and charges as the same become due; provided that, with respect to any such taxes
and charges that may lawfully be paid in installments over a period of years,Lessee will be obligated to pay only such installments
that accrue during the Lease Term.
Section 7.02. Insurance. At its own expense, Lessee will maintain (a) casualty insurance insuring the Equipment against
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 Price of the Equipment, and
(b) liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor with a minimum
limit of$1,000,000.00 combined single limit or such greater amount as may be prescribed by any applicable state law specifying
minimum insurance requirements; provided that, with Lessor's prior written consent, Lessee may self-insure against the risks
described in clauses (a) and (b) of this Section. If required by Lessor, Lessee shall also provide to Lessor payment and
performance bonds naming Lessor as a dual obligee and issued by a surety company rated "A" or better by AM Best. All
insurance proceeds from casualty losses will be payable as hereinafter provided. Lessee will furnish to Lessor certificates
evidencing such coverage throughout the Lease Term.
All such casualty and liability insurance will be with insurers that are acceptable to Lessor, will name Lessor as a loss payee
and additional insured and will contain a provision to the effect that such insurance will not be cancelled or modified materially
without first giving written notice thereof to Lessor at least thirty days in advance of such cancellation or modification. All such
casualty insurance will contain a provision making any losses payable to Lessee and Lessor, as their respective interests may
appear.
Section 7.03. Advances. In the event Lessee fails to maintain the insurance required by this Agreement,pay taxes or charges
required to be paid by it under this Agreement or fails to keep the Equipment in good repair and operating condition, Lessor may
(but will be under no obligation to)purchase the required policies of insurance and pay the cost of the premiums thereof, pay such
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taxes and charges and make such Equipment repairs or replacements as are necessary and pay the cost thereof. All amounts so
advanced by Lessor will become additional rent for the then current Original Term or Renewal Term. Lessee agrees to pay such
amounts with interest thereon from the date paid at the rate of 18%per annum or the maximum permitted by law, whichever is
less.
Section 7.04. Financial Information. Lessee will annually provide Lessor with current financial statements, budgets and
proofs of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue
this Agreement as may be requested by Lessor.
Section 7.05. Release and Indemnification. 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 which is proximately caused by the negligent conduct of Lessee, its officers, employees or
agents. To the extent permitted by law, Lessee will indemnify, protect and hold harmless Lessor from and against any and all
liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith
(including, without limitation, counsel fees and expenses and any federal income tax and interest and penalties connected
therewith imposed on interest received) arising out of or as the result of(a)the entering into this Agreement,(b)the ownership of
any item of Equipment, (c)the manufacturing, ordering, acquisition, maintenance, use, operation, condition, purchase, delivery,
rejection, storage or return of any item of the Equipment, (d)any accident in connection with the operation, maintenance, use,
condition,possession, storage or return of any item of Equipment resulting in damage to property or injury or death to any person
or(e)the breach of any covenant herein or any material misrepresentation contained herein. The indemnification arising under
this paragraph will continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the
termination of any Lease Term for any reason.
ARTICLE VIII
DAMAGE,DESTRUCTION AND CONDEMNATION;
USE OF NET PROCEEDS
Section 8.01. Risk of Loss. Lessee assumes, from and including the Commencement Date, all risk of loss of or damage to
the Equipment from any cause whatsoever. No such loss of or damage to the Equipment nor defect therein nor unfitness or
obsolescence thereof will relieve Lessee of the obligation to make Rental Payments or to perform any other obligation under this
Agreement.
Section 8.02. Damage,Destruction and Condemnation; Use of Net Proceeds. If(a)the Equipment or any portion thereof
is destroyed, in whole or in part,or is damaged by fire or other casualty,or(b)title to,or the temporary use of,the Equipment or
any part thereof or the interest of Lessee or Lessor in the Equipment or any part thereof will be taken under the exercise of the
power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority,
Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the prompt
replacement,repair,restoration,modification or improvement of the Equipment,unless Lessee has exercised its option to purchase
the Equipment pursuant to Section 10.01. Any balance of the Net Proceeds remaining after such work has been completed will be
paid to Lessee.
Section 8.03. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair,
restoration, modification or improvement referred to in Section 8.02, Lessee will either (a) complete such replacement, repair,
restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds,or(b)purchase
Lessor's interest in the Equipment pursuant to Section 10.01. If Lessee will make any payments pursuant to this Section, Lessee
will not be entitled to any reimbursement therefor from Lessor nor will Lessee be entitled to any diminution of the amounts
payable under Article IV.
ARTICLE IX
WARRANTIES
Section 9.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED,AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR USE
OR PURPOSE OF THE EQUIPMENT OR AGAINST INFRINGEMENT, OR ANY OTHER WARRANTY OR
REPRESENTATION WITH RESPECT THERETO. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE
AGAINST LESSOR FOR ANY LOSS,DAMAGE OR EXPENSE CAUSED BY THE EQUIPMENT OR BY ANY DEFECT
THEREIN, OR BY THE USE OR MAINTENANCE OF, OR SERVICING OR ADJUSTMENT TO, THE EQUIPMENT
AND,AS TO LESSOR,LEASES THE EQUIPMENT AS-IS AND WITH ALL FAULTS AND WITHOUT WARRANTY OF
ANY KIND. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANYACTUAL,INCIDENTAL,INDIRECT,SPECIAL OR
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CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE
EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OR MAINTENANCE OF ANY EQUIPMENT OR
SERVICES PROVIDED FOR IN THIS AGREEMENT.
Section 9.02. Vendor's Warranties. Lessee acknowledges that Lessor is not a dealer or manufacturer of Equipment of any
kind and is not the seller of the Equipment,and that each unit of Equipment is of a type,size,design and capacity selected solely
by Lessee. Lessee also acknowledges that Lessor finances the Equipment without any obligation to install,test, erect, service or
maintain the Equipment. The only warranty applicable to any Equipment is the Vendor's warranty and Lessor makes no warranty
of any kind to Lessee. Lessee may have rights under the contract evidencing the purchase of the Equipment; Lessee is advised to
contact the applicable Vendor for a description of any such rights. To the extent such warranties are transferable and so long as an
Event of Default has not occurred and is not continuing hereunder, Lessor hereby assigns to Lessee during the Lease Term all
warranties running from Vendor to Lessor and during such time Lessee may assert from time to time whatever claims and rights
(including without limitation warranties)related to the Equipment that Lessor may have against the Vendor. Lessee's sole remedy
for the breach of any such warranty, indemnification or representation will be against the Vendor, and not against Lessor. Any
such matter will not have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including
the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no
representations or warranties whatsoever as to the existence or availability of such warranties by the Vendor. Lessee
acknowledges that each Lease constitutes a "finance lease" under UCC Article 2A in all respects, and that Lessor's sole
obligations to Lessee under each Lease is not to interfere with Lessee's quiet enjoyment of the Equipment so long as Lessee is not
in default thereunder.Subject to the foregoing sentence and to the extent permitted by law,Lessee unconditionally and irrevocably
waives any and all rights and remedies against Lessor at law or in equity(including, without limitation, any rights and remedies
granted Lessee under Article 2A of the Uniform Commercial Code and/or the right to reject any Equipment or repudiate each
Lease). Lessee agrees that Lessor assumes no liability for and makes no representation as to the treatment by Lessee of each
Lease,the Equipment or the Rental Payments for financial statement or tax purposes.
ARTICLE X
OPTION TO PURCHASE
Section 10.01. Purchase Option. Provided no Event of Default has occurred hereunder, Lessee will have the option to
purchase the Equipment listed in any Schedule, in whole, but not in part, upon giving written notice to Lessor at least 30 days
before the date of purchase,at the following times and upon the following terms:
(a) On any Rental Payment Date, upon payment in full of the Rental Payment then due hereunder plus all other
amounts due under that Lease plus the then-applicable Purchase Price set forth on that Schedule to Lessor, if
applicable;or
(b) on the date the last Rental Payment is due(assuming the applicable Lease is renewed for the Maximum Lease
Term), if the applicable Lease is still in effect on that day, upon payment in full of all Rental Payments and all
other amounts then due and the payment of One Dollar to Lessor;or
(c) In the event of substantial damage to or destruction or condemnation (other than by Lessee or any entity
controlled by or otherwise affiliated with Lessee)of substantially all of the Equipment listed in that Schedule,on the day
Lessee specifies as the purchase date in Lessee's notice to Lessor of its exercise of the purchase option, upon payment in
full of the Rental Payment and all other amounts then due under that Lease plus(i) the Purchase Price set forth on that
Schedule for such purchase date if such purchase date is a Rental Payment Date or the Purchase Price for the immediately
preceding Rental Payment Date if such purchase date is not a Rental Payment Date, and (ii) if such day is not a Rental
Payment Date, an amount equal to the portion of the interest component of the Rental Payment scheduled to come due
under that Schedule on the following Rental Payment Date accrued from the immediately preceding Rental Payment Date
to such purchase date,computed on the basis of a 360-day year of twelve 30-day months.
Upon the exercise of the option to purchase set forth above,title to the Equipment so purchased will be vested in Lessee on an as-
is,where-is basis,free and clear of any claim by or through Lessor.
Section 10.02. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and determine that the Rental
Payments under each Schedule during the Original Term and each Renewal Term represent the fair value of the use of the
Equipment listed in that Schedule and that the amount required to exercise Lessee's option to purchase the Equipment listed in that
Schedule pursuant to Section 10.01 represents, as of the end of the Original Term or any Renewal Term under that Schedule,the
fair purchase price of the Equipment listed in that Schedule. Lessee hereby determines that the Rental Payments do not exceed a
reasonable amount so as to place Lessee under a practical economic compulsion to renew the term of any Schedule or to exercise
its option to purchase the Equipment under any Schedule. In making such determinations, Lessee and Lessor have given
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consideration to (a)the costs of the Equipment, (b)the uses and purposes for which the Equipment will be employed by Lessee,
(c)the benefit to Lessee by reason of the acquisition and installation of the Equipment and the use of the Equipment pursuant to
the terms and provisions of this Agreement, and(d)Lessee's option to purchase the Equipment. Lessee hereby determines and
declares that the acquisition and installation of the Equipment and the leasing of the Equipment pursuant to this Agreement will
result in equipment of comparable quality and meeting the same requirements and standards as would be necessary if the
acquisition and installation of the Equipment were performed by Lessee other than pursuant to this Agreement. Lessee hereby
determines and declares that the Maximum Lease Term does not exceed the useful life of the Equipment.
ARTICLE XI
ASSIGNMENT AND SUBLEASING
Section 11.01. Assignment by Lessor. Lessor's interest in,to and under this Agreement,each Lease and the Equipment may
be assigned and reassigned in whole or in part to one or more assignees by Lessor without the necessity of obtaining the consent of
Lessee;provided that any assignment will not be effective against Lessee until Lessee has received written notice of the name and
address of the assignee. Lessee will retain all such notices as a register of all assignees and will make all payments to the assignee
or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel
mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interest in the
Equipment and in this Agreement and each Lease and agrees to the filing of financing statements with respect to the Equipment
and this Agreement and each Lease. Lessee will not have the right to and will not assert against any assignee any claim,
counterclaim,defense,set-off or other right Lessee may have against Lessor.
Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under this
Agreement, any Lease or the Equipment may be assigned or encumbered by Lessee for any reason, except that Lessee may
sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of regionally recognized
"Red Book"-listed counsel in the area of tax-exempt municipal obligations satisfactory to Lessor that such subleasing will not
adversely affect the exclusion of the interest components of the Rental Payments under the applicable Lease from gross income for
federal income tax purposes. Any such sublease of all or part of the Equipment will be subject to this Agreement and the rights of
Lessor in,to and under this.Agreement,the applicable Lease and the Equipment.
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12.01. Events of Default Defined. Subject to the provisions of Section 3.05,any of the following will be"Events of
Default"under any Lease:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under that Lease at the time
specified in that Lease;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or
performed under that Lease, other than as referred to in Section 12.01(a), for a period of 20 days after written notice,
specifying such failure and requesting that it be remedied, is given to Lessee by Lessor, unless Lessor will agree in
writing to an extension of such time prior to its expiration; provided,however,if the failure stated in the notice cannot be
corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if
corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement,representation or warranty made by Lessee in or pursuant to that Lease or its execution,delivery
or performance will prove to have been false, incorrect, misleading or breached in any material respect on the date when
made;
(d) Any provision of that Lease will at any time for any reason cease to be valid and binding on Lessee,or will be
declared to be null and void, or the validity or enforceability thereof will be contested by Lessee or any governmental
agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or
Lessee will deny that it has any further liability or obligation under that Lease;
(e) Lessee will(i)apply for or consent to the appointment of a receiver,trustee,custodian or liquidator of Lessee,or
of all or a substantial part of the assets of Lessee, (ii)be unable, fail or admit in writing its inability generally to pay its
debts as they become due,(iii)make a general assignment for the benefit of creditors,(iv)have an order for relief entered
against it under applicable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or a petition or an answer
seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer
Mwi Lease Master Lease wr.05.16.17 336025 6/5/1017 10 56 AM Page 10 of 13
admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency
proceeding;or
If) An order,judgment or decree will be entered by any court of competent jurisdiction, approving a petition or
appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in
each case without its application, approval or consent, and such order,judgment or decree will continue unstayed and in
effect for any period of 30 consecutive days.
Section 12.02. Remedies on Default. Whenever any Event of Default under any Lease exists, Lessor will have the right, at
its sole option without any further demand or notice,to take one or any combination of the following remedial steps:
(a) By written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee
under that Lease to the end of the then current Original Term or Renewal Term to be due;
(b) With or without terminating that Lease, Lessor may enter the premises where the Equipment that is subject to
that Lease is located and retake possession of that Equipment or require Lessee at Lessee's expense to promptly return
any or all of that Equipment to the possession of Lessor at a place specified by Lessor, and sell or lease that Equipment
or, for the account of Lessee, sublease that Equipment, holding Lessee liable for the difference between (i) the Rental
Payments and other amounts payable by Lessee under that Lease plus the applicable Purchase Price, and (ii) the net
proceeds of any such sale, lease or sublease(after deducting all expenses of Lessor in exercising its remedies under this
Agreement, including without limitation,all expenses of taking possession, storing, reconditioning and selling or leasing
that Equipment and all brokerage, auctioneers' and attorneys' fees); provided that the amount of Lessee's liability under
this subparagraph (b) shall not exceed the Rental Payments and other amounts otherwise due under that Lease plus the
remaining Rental Payments and other amounts payable by Lessee to the end of the then current Original Term or
Renewal Term;and
(c) Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce its rights
under this Agreement as the owner of the Equipment that is subject to that Lease.
Any net proceeds from the exercise of any remedy hereunder (after deducting all expenses of Lessor in exercising such
remedies including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing Equipment
and all brokerage,auctioneer's or attorneys' fees)shall be applied as follows:
(i) If such remedy is exercised solely with respect to a single Lease,Equipment subject to that Lease or rights under this
Agreement related to that Lease, then to amounts due pursuant to that Lease and other amounts related to that Lease or
that Equipment;or
(ii) If such remedy is exercised with respect to more than one Lease,Equipment subject to more than one Lease or rights
under this Agreement related to more than one Lease,then to amounts due pursuant to those Leases pro rata.
In addition, Lessee will remain liable for all covenants and indemnities under this Agreement 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.
Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive
and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or
hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default will impair
any such right or power or will be construed to be a waiver thereof,but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Agreement it
will not be necessary to give any notice,other than such notice as may be required in this Agreement.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Notices. Any written notice hereunder to Lessee or Lessor shall be deemed to have been given when
delivered personally,deposited with a nationally recognized overnight courier(with all fees pre-paid),delivered via facsimile or e-
mail(with confirmation of transmission),or deposited in the United States mail,certified or registered mail,addressed to recipient
at its address set forth above or at such other address as may be substituted therefor by notice given pursuant to the terms hereof.
Lessee hereby agrees that Lessor, including its vendors, service providers,partners,affiliates, successors and assigns,may contact
Lessee at any telephone number provided to Lessor, by placing voice telephone calls (including the use of automatic telephone
Mm Lease Master Lease ver.05.16,17 336025 6/5r2017 10:36 AM Page 1 I of 13
dialing systems or prerecorded voice messaging)or, in the case of wireless telephones or other wireless devices,by sending email
or automated(SMS)text messages.
Section 13.02. Binding Effect. This Agreement will inure to the benefit of and will be binding upon Lessor and Lessee and
their respective successors and assigns.
Section 13.03. Severability. In the event any provision of this Agreement will be held invalid or unenforceable by any court
of competent jurisdiction,such holding will not invalidate or render unenforceable any other provision hereof.
Section 13.04. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee.
Section 13.05. Amendments. This Agreement may be amended, changed or modified in any manner by written agreement
of Lessor and Lessee. Any waiver of any provision of this Agreement or any right or remedy hereunder must be affirmatively and
expressly made in writing and will not be implied from inaction,course of dealing or otherwise.
Section 13.06. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each
of which will be an original and all of which will constitute but one and the same instrument. There shall be only one original
counterpart of this Agreement and it shall bear Lessor's original signature and be marked "Original." To the extent that this
Agreement constitutes chattel paper (as that term is defined by Article 2A of the Uniform Commercial Code), a security or
ownership interest intended to be created through the transfer and possession of this Agreement can be done only by the
transfer of such original bearing Lessor's original signature.
Section 13.07. Captions. The captions or headings in this Agreement are for convenience only and in no way define,limit or
describe the scope or intent of any provisions or sections of this Agreement.
Section 13.05. Applicable Law;Jury Trial. This Agreement will be governed by and construed in accordance with federal
law and, to the extent not preempted by federal law, the laws of the State. TO THE EXTENT PERMITTED BY LAW, THE
PARTIES HERETO, AFTER CONSULTING (OR HAVING HAD AN OPPORTUNITY TO CONSULT) WITH COUNSEL
OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT.
Section 13.09. Electronic Transactions. Lessor, in its sole discretion, may permit Lessee to electronically copy and/or
deliver by telecopier or other electronic means of transmission an executed counterpart of this Agreement, and any document,
schedule, amendment, addendum, supplement or agreement related hereto or executed in connection herewith. By so copying
and/or delivering any such document, Lessee hereby represents and agrees (a)that such transmission constitutes due delivery
of such executed document,(b)that the counterpart of such executed document as printed by the recipient, including Lessee's
signature thereon,shall be deemed to constitute an original and shall be admissible in any court or other legal proceeding as an
original, and (c) to deliver to Lessor, promptly on request, such document bearing Lessee's original "wet ink" signature;
provided that neither delivery nor failure to deliver the document bearing Lessee's original "wet ink" signature shall limit or
modify the representations and agreements set forth in clauses(a)and(b).
IN WITNESS WHEREOF,Lessor and Lessee have caused this Agreement to be executed in their corporate names by their
duly authorized officers as of the date first above written.
City of Palm Springs,CA TCF Equipment Finance,a division of TCF National Bank
Name of Lessee ( = Name of Lessor
< a �QMdL
Z Bv: .,_, z BY:
Signature Signature
Print Name and Title: TOMA Re ' 1 V) Print Name and Title:
�i a t or end 0-CAL., boi Pctirv- Y
Mwi Lease Mazttr Lean ver.05.16.17336025 6i5i2017 10:56 AM Page 12 of 13
I, the undersigned,do hereby certify that the officer of Lessee who executed the foregoing Agreement on behalf of Lessee and
whose genuine signature appears thereon, (i) is the duly qualified and acting officer of Lessee as stated beneath his or her
WW O signature, (ii) is d y authorized to execute and deliver the foregoing Agreement on behalf of Lessee, and (iii) that the fiscal
d year of Lessee a on the last day of June.
U � F
Signature: W- r Title:��_�` Cle iil , Dater 1 1(c 2a f;
u O " THE ABOVE CERTIFICATIO MUST E SIGNED BY THE CLERK OR SECRETARY OF LESSEE,AND THE CLERK
OR SECRETARY MUS BE A DIFFERENT INDIVIDUAL THAN THE OFFICER SIGNING IN THE"LESSEE
SIGNATURE"BOX.
Mwi Lease Master Lean mr.05,16,17 336025 6l5i2017 10:56 AM Page 13 of 13
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SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
The "Agreement": Schedule of Equipment No. 008-0185560-300 dated December 22, 2017 (the "Schedule"), to Master
Equipment Lease Purchase Agreement No. 185560L dated as of December 22,2017
"Lessee"
City of Palm Springs,CA, 1885 Golf Club Drive, Palm Springs,CA 92264
"Lessor"
TCF Equipment Finance, a division of TCF National Bank, I I I I West San Martian Dr, Suite A2 West, Waterloo, IA 50701-
8926
1. Defined Terms. All terms used herein have the meanings ascribed to them in the Agreement.
2. Equipment. The Equipment included under this Schedule is comprised of the items described in the Equipment
Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs, restorations, modifications,
attachments,accessions,additions and improvements thereof or thereto.
3. Payment Schedule. The Rental Payments and Purchase Prices under this Schedule are set forth in the Payment
Schedule attached as Attachment 2 hereto.
4. Representations,Warranties and Covenants of Lessee.
(a) Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the
Agreement are true and correct as though made on the date of commencement of Rental Payments on this Schedule.
(b) Lessee has experienced no material change in its financial condition or in the revenues expected to be utilized to meet
Rental Payments due hereunder since the date of the most recent audited financial statements reviewed by Lessor.
(c) Lessee understands and acknowledges that Lessor has not acted and will not act as a fiduciary for Lessee or as Lessee's
agent or municipal advisor;Lessor has not and will not provide financial, legal,tax,accounting or other advice to Lessee or to any
financial advisor or placement agent engaged by Lessee with respect to this Schedule. Lessee, its financial advisor, placement
agent or municipal advisor, if any, shall each seek and obtain its own financial, legal,tax,accounting and other advice with respect
to this Schedule from its own advisors(including as it relates to structure,timing,terms and similar matters).
5. Certification as to Arbitrage and Tax Covenants. Lessee hereby represents as follows:
(a) The estimated total costs of the Equipment listed in this Schedule, together with any costs of entering into this Schedule
that are expected to be financed hereunder, will not be less than the total Principal Portion of the Rental Payments listed in this
Schedule.
(b) The Equipment listed in this Schedule has been ordered or is expected to be ordered within six months of the
commencement of this Schedule, and the Equipment is expected to be delivered and installed, and the Vendor fully paid, within
eighteen months from the commencement of this Schedule.
(c) Lessee has not created or established, and does not expect to create or establish,any sinking fund or other similar fund(i)
that is reasonably expected to be used to pay the Rental Payments listed in this Schedule,or(ii)that may be used solely to prevent
a default in the payment of the Rental Payments listed in this Schedule.
(d) The Equipment listed in this Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee,
either in whole or in major part,prior to the last maturity of the Rental Payments listed in this Schedule.
(e) To the best of our knowledge, information and belief,the above expectations are reasonable.
(f) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose
arbitrage certificates may not be relied upon.
(g) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986,as amended, including without
limitation Sections 103, 141 and 148 thereof,and the applicable regulations of the Treasury Department to maintain the exclusion
of the interest components of Rental Payments from gross income for purposes of federal income taxation.
6. The Agreement. This Schedule is hereby made as part of the Agreement, and Lessor and Lessee hereby ratify and
confirm the Agreement. The terms and provisions of the Agreement (other than to the extent that they relate solely to other
Schedules or Equipment listed on other Schedules)are hereby incorporated by reference and made a part hereof.
City of Palm Springs,CA TCF Eguinment Finance,a division of TCF National Bank
Name of Lessee s = Name of Lessor
v t3y. V By:
Signature rn Signature �t
Print Name and Title X aa,V 1 6 V, Print Name and Title: ' "y�t �5c �7
LLJ
T/AA$
Muni Lease Mwer Schedule v 08.24.2016 336025 12J272017 7.22 AM 1
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ATTACHMENT I TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
EQUIPMENT DESCRIPTION
Equipment Location: 1885 Golf Club Drive,Palm Springs,CA 92264
Equipment
Equipment Description Qty Unit Price Sub Total Sales Tax Total
Toro Groundsmaster 4500-D 1 $65,368.74 $65,368.74 $5,719.77 $71,088.51
Toro Reelmaster 5510-D 4 $56,629.55 $226,518.20 $19,820.32 $246,338.52
Toro Greensmaster 3420 TriFlex 2 $49,498.39 $98,996.78 $8,662.21 $107,658.99
Toro Greensmaster 3250-D 4 $33,265.92 $133,063.68 $11,643.07 $144,706.75
Toro Pro Force Debris Blower 3 $6,852.91 $20,558.73 $1,798.89 $22,357.62
Toro Reelmaster7000-D 3 $72,943.21 $218,829.63 $19,147.58 $237,977.21
Lely Spreader 1 $5,349.00 $5,349.00 $468.04 $5,817.04
Toro Workman HDX-D 1 $22,379.75 $22,379.75 $1,958.23 $24,337.98
Toro Topdresser 1800 1 $6,418.94 $6,418.94 $561.66 $6,980.60
Toro Greensmaster Flex 2120 3 $12,064.49 $36,193,47 $3,166.93 $39,360.40
Toro Trans Pro 80 3 $1,297.91 $3,893.73 $340.69 $4,234.42
Toro ProPass 200 Wireless 1 $15,543.49 $15,543.49 $1,360.06 $16,903.55
Toro Workman GTX Gas 1 $7,211.66 $7,211.66 $631.03 $7,842.69
Toro Greensmaster 3420 TriFlex 2 $36,377.41 $72,754.82 $6,366.04 $79,120.86
Grand Totals $391,201.37 $933,080.62 $81,644.52 $1,014,725.14
This Equipment Description shall be deemed to be supplemented by the descriptions of the Equipment included in the certificates
of acceptance and payment requests submitted pursuant to the escrow agreement, if any, entered into among Lessor, Lessee and
the escrow agent named therein,which descriptions shall be deemed to be incorporated herein.
f
Lessee: City of Palm Springs,CA B avid H. Ready, Esq., Ph.D, City Manager
Muni Lea.Maser Schedule v 08.24 2016 335025 12,27/2017 7 2,AM 2
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ATTACHMENT 2 TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
PAYMENTSCHEDULE
Rental payments will be made in accordance with Section 4.01 and this Payment Schedule.
LESSOR: TCF Equipment Finance,a division of TCF National Sank
LESSEE: City of Palm Springs,
CA
COMMENCEMENT DATE*: 1i J1) ` V
INTEREST RATE: 4.50%
PAYMENT FREQUENCY: Monthly
The first Rental Payment shall be due in advance on the Commencement Date, and subsequent Rental Payments shall be due
monthly on the same day of each month thereafter until paid in full.
Payment Rental Interest Principal Purchase
Nubmer Payment Portion Portion Price
$1,014,725.14
1 $329,336.00 $0.00 $329,336.00 $685,389.14
2 $12,777.72 $2,570.21 $10,207.51 $675,181.63
3 $12,777.72 $2,531.93 $10,245.79 $664,935.84
4 $12,777.72 $2,493.51 $10,284.21 $654,651.63
5 $12,777.72 $2,454.94 $10,322.78 $644,328.85
6 $12,777.72 $2,416.23 $10,361.49 $633,967.36
7 $12,777.72 $2,377.38 $10,400.34 $623,567.02
8 $12,777.72 $2,338.38 $10,439.34 $613,127.68
9 $12,777.72 $2,299.23 $10,478.49 $602,649.19
10 $12,777.72 $2,259.93 $10,517.79 $592,131.40
11 $12,777.72 $2,220.49 $10,557.23 $581,574.17
12 $12,777.72 $2,180.90 $10,596.82 $570,977.35
13 $12,777.72 $2,141.17 $10,636.55 $560,340.80
14 $12,777.72 $2,101.28 $10,676.44 $549,664.36
15 $12,777.72 $2,061.24 $10,716.48 $538,947.88
16 $12,777.72 $2,021.05 $10,756.67 $528,191.21
17 $12,777.72 $1,980.72 $10,797.00 $517,394.21
18 $12,777.72 $1,940.23 $10,837.49 $506,556.72
19 $12,777.72 $1,899.59 $10,878.13 $495,678.59
20 $12,777.72 $1,858.79 $10,918.93 $484,759.66
21 $12,777.72 $1,817.85 $10,959.87 $473,799.79
22 $12,777.72 $1,776.75 $11,000.97 $462,798.82
23 $12,777.72 $1,735.50 $11,042.22 $451,756.60
24 $12,777.72 $1,694.09 $11,083.63 $440,672.97
25 $12,777.72 $1,652.52 $11,125.20 $429,547.77
26 $12,777.72 $1,610.80 $11,166.92 $418,380.85
M.f Le..M.w Schedule v.08.24.201E 336025 IL27/2017 712 AM 3
27 $12,777.72 $1,568.93 $11,208.79 $407,172.06
28 $12,777.72 $1,526.90 $11,250.82 $395,921.24
29 $12,777.72 $1,484.70 $11,293.02 $384,628.22
30 $12,777.72 $1,442.36 $11,335.36 $373,292.86
31 $12,777.72 $1,399.85 $11,377.87 $361,914.99
32 $12,777.72 $1,357.18 $11,420.54 $350,494.45
33 $12,777.72 $1,314.35 $11,463.37 $339,031.08
34 $12,777.72 $1,271.37 $11,506.35 $327,524.73
35 $12,777.72 $1,228.22 $11,549.50 $315,975.23
36 $12,777.72 $1,184.91 $11,592.81 $304,382.42
37 $12,777.72 $1,141.43 $11,636.29 $292,746.13
38 $12,777.72 $1,097.80 $11,679.92 $281,066.21
39 $12,777.72 $1,054.00 $11,723.72 $269,342.49
40 $12,777.72 $1,010.03 $11,767.69 $257,574.80
41 $12,777.72 $965.91 $11,811.81 $245,762.99
42 $12,777.72 $921.61 $11,856.11 $233,906.88
43 $12,777.72 $877.15 $11,900.57 $222,006.31
44 $12,777.72 $832.52 $11,945.20 $210,061.11
45 $12,777.72 $787.73 $11,989.99 $198,071.12
46 $12,777.72 $742.77 $12,034.95 $186,036.17
47 $12,777.72 $697.64 $12,080.08 $173,956.09
48 $12,777.72 $652.34 $12,125.38 $161,830.71
49 $12,777.72 $606.87 $12,170.85 $149,659.86
50 $12,777.72 $561.22 $12,216.50 $137,443.36
51 $12,777.72 $515.41 $12,262.31 $125,181.05
52 $12,777.72 $469.43 $12,308.29 $112,872.76
53 $12,777.72 $423.27 $12,354.45 $100,518.31
54 $12,777.72 $376.94 $12,400.78 $88,117.53
55 $12,777.72 $330.44 $12,447.28 $75,670.25
56 $12,777.72 $283.76 $12,493.96 $63,176.29
57 $12,777.72 $236.91 $12,540.81 $50,635.48
58 $12,777.72 $189.88 $12,587.84 $38,047.64
59 $12,777.72 $142.68 $12,635.04 $25,412.60
60 $12,777.72 $95.30 $12,682.42 $12,730.18
61 $12,777.72 $47.54 $12,730.18 $0.00
Grand Totals $1,095,999.20 $81,274.06 $1,014,725.14
Lessee: City of Palm Springs,CA X r.B y: David H. Ready, Esq., Ph.D, City Manager
+ Lessee hereby authorizes Lessor to fill in the Commencement Date based on the earlier of the date that Lessor disburses
funds to the Vendor of the Equipment following receipt of Lessee's executed acceptance certificate,or the date on which
Lessor deposits funds for the purchase of the Equipment with an escrow agent.
Muni Lease Master_Schedulev.08,24201633602512,27,2017722 AM 4
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equipment
:Irk3I1Cp
LESSEE'S PAYMENT INSTRUCTIONS
AND ACCEPTANCE CERTIFICATE TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
The "Agreement": Schedule of Equipment No. 006-0185560-300 dated December 22, 2017 (the "Schedule'), to Master
Equipment Lease Purchase Agreement No. 185560L dated as of December 22,2017
"Lessee
City of Palm Springs,CA, 1885 Golf Club Drive,Palm Springs,CA 92264
"Lessor"
TCF Equipment Finance, a division of TCF National Bank, 1 I 1 I West San Maman Dr, Suite A2 West, Waterloo,IA 50701-
9926
Ladies and Gentlemen:
In accordance with the Agreement,the undersigned Lessee hereby certifies and represents to, and agrees with,Lessor as
follows:
(1) Lessee has reviewed and approved the invoice(s) referenced in the table below. Pursuant to the
Agreement,Lessee hereby irrevocably authorizes and requests Lessor to make payment of the invoice(s)to the vendor(s),
licensor(s)or designee(s)of licensor(s)of the Equipment.Lessee agrees that all terms and conditions of the Lease are in full
force and effect and Lessee shall make all payments when and as required thereby.
Payee I Invoice Number Amount
Turf Star Inc/Western Equipment Distributor(T) Toro Turf Package $1,014,725.14
Total S 1,014,725.14
(2) All of the Equipment has been delivered, installed and accepted,and is located at the following address:
1995 Golf Club Drive,Palm Springs,CA 92264.
(3) 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.
(4) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
(5) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event
of Default(as defined in the Agreement)exists at the date hereof.
(6) 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.
(7) The serial number for each item of Equipment that is set forth in the applicable Schedule is correct.
61 AO
JK DATED: �S �'-•—•
Lessee,• City of Palm Springs,CA a q.,Ph.D, City Manager
APPR FORM
AppFA=8Y CITY COUNCIL 7
j4e#„t s,q. ;G41k
CrrYATrOMEY
nm+iaux -sa i�.or=a.miaromanr_nxxi7rnAM
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LESSEE'S PAYMENT INSTRUCTIONS
AND ACCEPTANCE CERTIFICATE TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
The "Agreement": Schedule of Equipment No. 008-0185560-300 dated December 22, 2017 (the "Schedule"), to Master
Equipment Lease Purchase Agreement No. 185560L dated as of December 22,2017
"Lessee"
City of Palm Springs,CA, 1885 Golf Club Drive,Palm Springs,CA 92264
"Lessor"
TCF Equipment Finance, a division of TCF National Bank, I I I I West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-
8926
Ladies and Gentlemen:
In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as
follows:
(1) Lessee has reviewed and approved the invoice(s) referenced in the table below. Pursuant to the
Agreement, Lessee hereby irrevocably authorizes and requests Lessor to make payment of the invoice(s)to the vendor(s),
licensor(s)or designee(s)of licensor(s)of the Equipment. Lessee agrees that all terms and conditions of the Lease are in full
force and effect and Lessee shall make all payments when and as required thereby.
Payee I Invoice Number Amount
Turf Star Inc/Western Equipment Distributor(T) Toro Turf Package $1,014,725.14
Total $1,014,725.14
(2) All of the Equipment has been delivered, installed and accepted, and is located at the following address:
1885 Golf Club Drive,Palm Springs,CA 92264.
(3) 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.
(4) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
(5) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event
of Default(as defined in the Agreement)exists at the date hereof.
(6) 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.
(7) The serial number for each item of Equipment that is set forth in the applicable Schedule is correct.
XDATED: �----
1
Lessee: City of Palm Springs,CA x B avid H. Ready, Esq., PhD,City Manager
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ESSENTIAL USE CERTIFICATE TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
December 22,2017
The "Agreement": Schedule of Equipment No. 008-0185560-300 dated December 22, 2017 (the "Schedule"), to Master
Equipment Lease Purchase Agreement No. 185560L dated as of December 22,2017
"Lessee"
City of Palm Springs,CA, 1885 Golf Club Drive,Palm Springs,CA 92264
"Lessor"
TCF Equipment Finance, a division of TCF National Bank, I I I I West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-
8926
XI, a duly elected, appointed, or designated representative of City of Palm Springs, CA
("Lessee"), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection
with the above-referenced Agreement:
1. What is the specific use of the Equipment?
Flat r ke CAY.r e C� CXk-�'S �>Jck\& G-1 0\f C cN,>.C� .
2. What increased capabilities will the Equipment provide?
1tA fy'Wec\ w4V\ c 0 Cdv�se, �r�nGe
3. Why is the Equipment essential to your ability to deliver governmental services?
Crh,j VVws. 43 Pvb\\c, CO C__00jC�r_- .
4. Does the Equipment replace existing equipment?
(Ifso,please explain why you are replacing the existing equipment)
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5. Why did you choose this specific Equipment?
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6. For how many yeas do you expect to utilize the Equipment?
,e-
7. What revenue source will be utilized to make Rental Payments due under the.4greement?
OV G1aCA� �Ord S CAC, vY'Na� �e
r\L
Lessee: City of Palm Springs,CA B avid H. Ready, Esq., Ph.D, City Manager
Mimi Lease Muter Schedule vM.24.2016 336025 12l27!2017 722 AM 8
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INSURANCE COVERAGE DISCLOSURE TO
SCHEDULE OF EQUIPMENT NO.008-018.5560-300
TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
RE: INSURANCE COVERAGE REQUIREMENTS
I. In accordance with the Master Equipment Lease Purchase Agreement, Lessee certifies that it has instructed the
insurance agent named below(please fill in name,address, and telephone number):
InsuranceL�i, Agent Name: Business Phone#
Company`N-e,M GJ) Q p�S µ 011t Ca M O ArrU Fax Phone#
flccwr�-l�tana
Liability: (310)2-17--5a&e3 x a(064
Insurance ,,1a��5 Agent Name: Business Phone#
Company Keen�>n f "'" K4 omCX'k "0got-0 Fax Phone#
Property:
to issue:(check to indicate coverage)
_X_a. All Risk Physical Damage Insurance on the Equipment evidenced by a Certificate of Insurance and Long Form Loss
Payable Clause naming TCF Equipment Finance,a division of TCF National Bank and/or its assigns as Loss Payee.
Coverage Required: $1,014,725.17
X b. Public Liability Insurance evidenced by a Certificate of Insurance naming TCF Equipment Finance, a division of
TCF National Bank and/or its assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000 per person
$1,000,000 aggregate bodily injury liability
$1,000,000 property damage liability.
Proof of insurance coverage will be provided to TCF Equipment Finance, a division of TCF National Bank, 11 I I West San
Marnan Dr, Suite A2 West,Waterloo, [A 50701-8926,prior to the time that the Equipment is delivered to Lessee. Please fax a
copy of the Certificate of Insurance or binder to Marisa Meyers at (866)465-3149.
Lessee: City of Palm Springs,CA 133p �ayid . Ready, Esq., Ph.D, City Manager
r~1
Mum Lease Mager Sdeddle 08.242016316 2512/2712017722 AM 9
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LESSEE'S CLOSING CERTIFICATE TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.185560L
The "Agreement": Schedule of Equipment No. 00MI85560-300 dated December 22, 2017 (the "Schedule"), to Master
Equipment Lease Purchase Agreement No. 185560L dated as of December 22,2017
"Lessee"
City of Palm Springs,CA, 1885 Golf Club Drive,Palm Springs,CA 92264
"Lessor"
TCF Equipment Finance, a division of TCF National Bank, I I I I West San Maman Dr, Suite A2 West, Waterloo, IA 50701-
8926
XI, the undersigned, the duly appointed, qualified and acting C (Clerk or Secretary) of the
above-captioned Lessee,do hereby certify as of -S_a0U.Zb9 '3 20 L&as follows:
(1) Lessee did, at a meeting of the governing body of Lessee held �j� )CA 20_14� by motion duly
made, seconded and carried, in accordance with all requirements of law, approve and authorizd the execution and delivery of
the above-referenced Agreement and the related escrow agreement,if any,on its behalf by the following named representatives
of Lessee:
Title Printed Name S1 nature
(2) The above-named representatives of Lessee held at the time of such authorization and holds at the present
time the office designated above and the signature set forth opposite his or her name is the true and correct specimen of his or
her genuine signature.
(3) The meeting of the governing body of Lessee at which the Agreement was approved and authorized to be
executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by
other appropriate official approval and that the action approving the Agreement and authorizing the execution thereof has not
been altered or rescinded.
(4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute,an Event of Default(as such term is defined in the Agreement)exists at the date hereof.
(5) All insurance required in accordance with the Agreement is currently maintained by Lessee.
(6) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for
the current fiscal year to make the Rental Payments scheduled to come due during the Original Term and to meet its other
obligations for the Original Term(as such terms are defined in the Agreement), and such funds have not been expended for
other purposes.
(7) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration
board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the
interest of Lessor or its assigns,as the case may be,in the Equipment.
(8) The Equipment has not been the subject of a referendum that failed to receive the approval of the voters of
Lessee within the preceding four years.
(9) This Agreement is hereby NOT designated as a qualified tax-exempt obligation" as defined in Section
265(b)(3)(B)of the Internal Revenue Code.
(10) The Equipment is located at the following address: 1885 Golf Club Drive,Palm Springs,CA 92264
x (11) The Equipment is located in the following county:
Muni Lease Master Schedule v 09 24_2016 336025 12/27/2017 729 AM 6
X(12) The correct billing address for Rental Payments is as follows:
Street Address:
Phone:
Fax:
Email:
Attention:
(13) The contact information of person responsible for preparing and filing Lessee's Form 8038-G or 8038-GC is
as follows: II
Name:�A fkYfe,\� $r�t�1 fAY�QCAA � 1�1(SQ1rS
Street Address: 33� CtR R�r�y�Pxfh f
We✓�F- ;� _ 1 Ic
Phone: 14 t9l-A
Fax: — -1 toll _
Email: S.hGYYP�I f
(14) Lessee's Tax ID number is:95-6000757.
IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of Lessee the day and year
first above written.
S' n re of Cler1,or S cretary
Printed Name of Cler or Se r ary
Muni Lease Ma tm Schedule v.08.24 2016 336025 1212712017 7:29 AM 7
Municipal Insurance Cooperative CERTIFICATE OF COVERAGE Issue Date
Safety National Casualty Corporation
ADMINISTRATOR: LICENSE it 0451271 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY
Keenan &Associates AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
4204 Riverwalk Parkway Suite 400 CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE
Riverside, CA 92505 AFFORDED BY THE COVERAGE DOCUMENTS BELOW.
ENTITIES AFFORDING COVERAGE:
951-715-0190
www.keenan.com ENTITY A: Municipal Insurance Cooperative
COVERED PARTY: ENTITY Br Safety National Casualty Corporation
City of Palm Springs
3200 E Tahqultz Canyon Way ENTITY c Affiliated FM Insurance Company
Palm Springs CA 92263 ENTITY o,
ENTITY E
THIS IS TO CERTIFY THAT THE COVERAGES LISTED BELOW HAVE BEEN ISSUED TO THE COVERED PARTY NAMED ABOVE FOR THE PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN. THE COVERAGE
AFFORDED HEREIN IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF SUCH COVERAGE DOCUMENTS.
MEMBER
ENT TYPE OF COVERAGE COVERAGE EFFECTIVE/ RETAINED LIMIT LIMITS
LTR DOCUMENTS EXPIRATION DATE /DEDUCTIBLE
A GENERAL LIABILITY COMBINED SINGLE LIMIT EACH OCCURRENCE
[V GENERAL LIABILITY MIC-17180007 7/1/2017 $ 650,000 s 10,000,000
[ /CLAIMS MADE VOCCURRENCE
[ GOVERNMENT CODES 7/1/2018
[��///]jj ERRORS&OMISSIONS
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT EACH OCCURRENCE
[,IANYAUTO MIC-17180007 7/1/2017 s 1,000,000 s 10,000,000
[ ]HIREDAUTO 7!1/2018
[ ]NON-OWNEDAUTO
[ ]GARAGE LIABILITY
[ ]AUTO PHYSICAL DAMAGE
C PROPERTY SX745 7/1/2017 $ 10,000 $ 529,452,395
[ ALL RISK 7/1/2018 EACH OCCURRENCE
[ EXCLUDES EARTHQUAKE&FLOOD
[ ]BUILDER'S RISK
STUDENT PROFESSIONAL LIABILITY $ $
EACH OCCURRENCE
WORKERS COMPENSATION I )WC STATUTORY LIMITS I✓1 OTHER
I ]EMPLOYERS'LIABILITY $
$ 1,000,000
E.L.EACH ACCIDENT
EXCESS WORKERS COMPENSATION $ 1,000,000
B [VI EMPLOYERS'LIABILITY SIP 4057146 7/1/2017 $ 11000,000 E.L.DISEASE-EACH EMPLOYEE
7/1/2018 $ 1,000,000
E.L.DISEASE-POLICY LIMITS
OTHER
$
S
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/RESTRICTIONS/SPECIAL PROVISIONS:
As respects to Master Equipment Lease Purchase Agreement NO. 185560L
CERTIFICATE HOLDER: CANCELLATION......SHOULD ANY OF THE ABOVE DESCRIBED COVERAGES BE
CANCELED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING ENTITY/JPA
TCF Equipment Finance, a division of TCF National WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE
HOLDER NAMED TO THE LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL
Bank and/or its assigns IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE ENTITY/JPA,ITS
1111 West San Marnan Dr, Suite A2 West AGENTS OR REPRESENTATIVES.
Waterloo IA 50701-8326
John Stephens AUTHORIZED REPRESENTATIVE
..Lvnechdinc cam
This c68 PALMSPca Master Certificate ALL
previously
Monica d certificates.
ates. 018 4:26:32 PM (PS'P) Page 1 of 3
This cer.if irate cancels and supersedes ALL previously issued certificates.
DISCLAIMER
The Certificate of Coverage on the reverse side of this form does not constitute a contract between the issuing
entity(ies),authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively
amend,extend or alter the coverage afforded by the coverage documents listed thereon.
39840958 i PALMSPRC I Master Certificate 201>-2018 i Monica Mojarro i 1/10/2016 4:24:12 PM (PST) i Page 2 o`_ 3
This Certificate cancels and supersedes ALL previously issued certificates,
ADDITIONAL COVERED PARTY ENDORSEMENT
It is agreed that the person or organization named on the Certificate of Coverage is included as an
Additional Covered Party, but only with respect to liability arising out operations performed by or
on behalf of the coverage agency or facilities owned or used by the covered agency.
The coverage afforded by this memorandum to additional covered parties shall be no broader
and for no higher limit of liability than that which is required by the contract between a covered
agency and the additional covered party
Additional Covered Partv:
NAME OF PERSON OR ORGANIZATION SCFIEDULED PER ATTACHED
CERTIFICATE OF COVERAGE
As Respects:
PER ATTACHED CERTIFICATE OF COVERAGE
It is further agreed that nothing herein shall act to increase the Authority's limit of liability.
This endorsement is part of the Memorandum and takes effect on the effective date of the
Memorandum unless another effective date is shown below. All other terms and conditions remain
unchanged.
Effective Date: Memorandum No.: MIC-1718
Issued to:ALL MEMBERS Issue Date:August 1, 2017
U. -)e
Leslie Delozier
MIC JPA Manager
Authorized Representative
Municipal Insurance Cooperative CO 2017 Keenan&Associates.All Rights Reserved.
Excess Liability Memorandum of Coverage
1
39890953 PALMSPRC I Master Certificate 2012-2013 1 Monica Mojarro 1 1/30/2018 4:29 32 PM (PST) I Pave 3 of 3
This certi`_icate cancels and supersedes ALL previously issued cezti Eicates.
}
City m of Pal Springs
Office of the City Attorney
s� dy 3200 E.Tahquitz Canyon Way • Palm Springs, California 92262
Tel: 760.323.8205 • Fax 760.322.8332 • TDD 760.864.9527 • www.palmspringsca.gov
/FO A1p7 D
OPINION OF COUNSEL
Date: January 9, 2018
Lessee: City of Palm Springs,CA
1885 Golf Club Drive
Palm Springs,CA 92264
Lessor: TCF Equipment Finance, a division of TCF National Bank
I I I I West San Maman Dr., Suite A2 West
Waterloo,IA 50701-8926
Re: Schedule of Equipment No. 008-0185560-300 to Master Equipment Lease Purchase Agreement
No. 185560L,dated as of December 22, 2017, by and between City of Palm Springs,CA and
TCF Equipment Finance,a division of TCF National Bank.
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the Schedule of Equipment No.008-0185560-300 to
Master Equipment Lease-Purchase Agreement described above and the related escrow agreement, if
any, and all attachments, exhibits and schedules thereto (together, the"Lease") and various related
matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease. Based
upon the examination of these and such other documents as I deem relevant, it is my opinion that:
1. Lessee is a public corporation and political subdivision of the Stale of California(the "State")
within the meaning of Section 103 of the Internal Revenue Code of 1986,as amended, is duly
organized, existing and operating under the Constitution and laws of the State, and has a
substantial amount of the following sovereign powers:(a) the power to tax,(b) the power of
eminent domain, and (c) police power. The full, true and correct legal name of Lessee is the City
of Palm Springs.
2. Lessee is authorized and has power under State law to enter into the Lease and lease the equipment
with an option to purchase,and to carry out its obligations thereunder and the transactions
contemplated thereby. No further approval,consent or withholding of objection is required from
any Federal, State or local governmental authority with respect to the entering into or performance
by the Lessee of the Lease and the transaction contemplated thereby.
Post Office Box 2743 • Palm Springs,California 92263-2743
3. The Lease and the other documents described above have been duly authorized, approved,
executed and delivered by and on behalf of Lessee,and the Lease is a valid and binding contract
of Lessee enforceable in accordance with its terms,except to the extent limited by State and
Federal laws affecting remedies and by bankruptcy,reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights.
4. Lessee has no authority(statutory or otherwise) to terminate the Lease prior to the end of its term
for any reason other than pursuant to the terms of Section 3.03(a) and(b) of the Lease.
5. 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
open meeting laws,public bidding laws and all other applicable Stale and Federal laws.
6. The execution of the Lease and the appropriation of moneys to pay the payments coming due
under the Lease do 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.
7. 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 the Lessee or its officers; the proper authorization,approval and execution of the
Lease and the other documents described above; the appropriation of monies to make Rental
Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform
its obligations under the Lease and the transactions contemplated thereby.
8. The equipment lensed pursuant to the Lease constitutes personal property and when subject to use
by Lessee will not be or become fixtures under applicable law.
9. The leasing of the equipment pursuant to the Lease is exempt from all sales, use and
documentary stamp taxes against either Lessor or Lessee during the term of the Lease,and such
equipment will be exempt from all state and local personal property or other ad valorem taxes.
This opinion of counsel may be relied upon by TCF Equipment Finance,a division of TCF
National Bank and its successors and assigns.
Very truly yours,
CITY O M SPRIN
Edward Z. Kotkin, City Attorney
Post Office Box 2743 • Palm Springs,California 92263-2743
2019-0543013
12/31/2019 11:01 AM Fee; $ 0.00
Page 1 of 12
FREE RECORDING REQUESTED BY Recorded in Official Records
County of Riverside
AND WHEN RECORDED RETURN TO: Peter Assessor-County Clerk-Recorder
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attn: City Clerk c193
HISTORIC PROPERTY PRESERVATION AGREEMENT
This Historic Property Preservation Agreement ("Agreement")' is made this 18th day of
September 2019 by and between the City of Palm Springs, a charter city and municipal
corporation ("City") and Jerrold Bausman ("Owner") and Michelle Zoryan (Owner).
RECITALS:
A. California Government Code Sections 50280, et seq. (the "State Law"), as may be
amended from time to time, authorizes cities to enter into contracts with the owners
of qualified historical property to provide for the use, maintenance, protection, and
restoration of such historical property so as to retain its characteristics as a
property of historical significance.
B. The Owners possess fee title in and to that certain real property, together with
associated structures and improvements thereon, generally located at 1577 South
Calle Marcus, Palm Springs, California ("Historic Property"). A legal description of
the Historic Property is attached hereto as Exhibit A and is incorporated herein by
this reference.
C. On December 19, 2018 (the "Approval Date"), the City Council of the City of Palm
Springs ("Council") approved Resolution 24537 designating the Property a Class
1 historic site, pursuant to the terms and provisions of Chapter 8.05 of the Palm
Springs Municipal Code (the "City Code").
D. The City and the Owners desire to enter into this Agreement for the purpose of
protecting and preserving the characteristics of historical significance of the
Historic Property, in accordance with the State Law; to help preserve the Palm
Springs community's own unique civic identity and character; and to qualify the
Historic Property for an assessment of valuation pursuant to Revenue and
Taxation Code Section 439.2 and any corresponding adjustment in property taxes
resulting therefrom. ;
AGREEMENT
NOW, THEREFORE, the City and the Owner, in consideration of the mutual covenants
and conditions set forth herein, agree as follows:
1