HomeMy WebLinkAbout1/3/2018 - STAFF REPORTS - 5.A. ;°F Q P`M$A*
iy
v w
s 41c ,,f +
�4Mvan�
cA``F°"N'P City Council Staff Report
DATE: January 3, 2018 NEW BUSINESS
SUBJECT: APPROVAL OF A FIVE YEAR LEASE WITH TCF EQUIPMENT FINANCE
FOR NEW REPLACEMENT MAINTENANCE EQUIPMENT FOR THE
TAHQUITZ CREEK GOLF COURSE IN AN AMOUNT NOT TO EXCEED
$1,015,000
FROM: David H. Ready, City Manager
BY: Marcus L. Fuller, Assistant City Manager
SUMMARY
On October 22, 2008, the City Council first approved an Agreement with CGPM
Managers, LLC, a Texas limited liability company, ("CGPM"), for the management and
operation of the City-owned Tahquitz Creek "Legends" and "Resort" Golf Courses. Upon
assumption of golf course management responsibilities, CGPM assumed the City's
existing fleet of golf course maintenance equipment. This action will authorize
replacement of the existing golf course maintenance equipment, in an amount not to
exceed $1,015,000 through the lease-to-own purchase of 30 various items of equipment
through TCF Equipment Finance, a division of TCF National Bank, with an initial
payment of $329,336 and 60 monthly lease payments of $12,777.72 for a lease-to-own
purchase cost of$1,014,725.14.
RECOMMENDATION:
1. In accordance with Palm Springs Municipal Code Section 7.04.030, "Special
Expertise Procurement," approve the purchase of 30 various items of equipment for
the Tahquitz Creek Golf Course through TCF Equipment Finance, a division of TCF
National Bank, through Master Equipment Lease Purchase Agreement No.
185560L, for a lease-to-own purchase cost of $1,014,725.14;
2. Adopt Resolution No. , "A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE NEGOTIATION,
EXECUTION, AND DELIVERY OF MASTER EQUIPMENT LEASE PURCHASE
AGREEMENT NO. 185560L DATED DECEMBER 22, 2017 AND SCHEDULE NO.
008-0185560-300 THERETO, TOGETHER WITH THE RELATED ESCROW
AGREEMENT, IF ANY (THE "LEASE") IN PRINCIPAL AMOUNT NOT TO EXCEED
$1,014,725.14, BETWEEN CITY OF PALM SPRINGS, AND TCF EQUIPMENT
ITEM No. S.A__
City Council Staff Report
January 3, 2018- Page 2
Lease Agreement—Golf Course Maintenance Equipment
FINANCE, A DIVISION OF TCF NATIONAL BANK; AND PRESCRIBING OTHER
DETAILS IN CONNECTION THEREWITH;" and
3. Authorize the City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
TCF Bank, is a Minnesota based national bank holding company (traded on NYSE as
TCF) with $23 billion in total assets and 321 bank branches in Illinois, Minnesota,
Michigan, Colorado, Wisconsin, Arizona and South Dakota, providing retail and
commercial banking services. TCF, through its subsidiaries, also conducts commercial
leasing, equipment finance, and auto finance business in all 50 states and commercial
inventory finance business in all 50 states and Canada. A full list of the TCF Bank
corporate officers and directors is included as Attachment 1. As a publicly traded
company, TCF Bank has nearly 172 million shares outstanding, and the ownership
interest in TCB Bank is not possible to disclose.
BACKGROUND:
Following completion of the City's construction of the Tahquitz Creek Golf Course in the
early 1990s, on January 2, 1995, the City initially entered into a Golf Course
Management Agreement with Arnold Palmer Golf Management Company ("APGM") for
the Tahquitz Creek Golf Course (or "Resort Course") to operate and maintain the Resort
Course on behalf of the City. Concurrently, the City entered into a Lease Agreement
with APGM for the Palm Springs Municipal Golf Course (or "Legends Course") to
operate and maintain the Legends Course on behalf of the City.
The Management Agreement and Lease Agreements for the Resort Course and
Legends Course extended through October 2008, at which time the City Council
entered into a new Management Agreement with CGPM to manage the Resort and
Legends golf courses with a term that was extended through June 30, 2017, subject to
a month-to-month hold over provision until either extended or terminated. CGPM
continues its golf course operations and management of the Resort Course and
Legends Course on a month-to-month basis; in the near future. Staff is in the process of
scheduling meetings with the new City Council Ad-Hoc Subcommittee (Moon/Holstege)
to review the status of the golf course operations with CGPM.
0 4.,
City Council Staff Report
January 3, 2018 - Page 3
Lease Agreement—Golf Course Maintenance Equipment
STAFF ANALYSIS:
This action, however, is related to replacement of the City's existing golf course
maintenance equipment. In its operation and maintenance of the Resort and Legends
golf courses, CGPM was assigned the use of the City's existing fleet of golf course
maintenance equipment — consisting of lawn mowers, turf edgers, and various
equipment used to condition, trim, and over-seed the turf areas within the golf course.
This equipment is secured and stored at the Golf Course Maintenance Yard located
near the Clubhouse located on Golf Club Drive, shown in Figure 1.
Figure 1
On May 19, 2017, a fire at the Golf Course Maintenance Yard caused a total loss of
95% of the City's existing fleet of golf course maintenance equipment. The fire was
investigated by the City's Fire Department, and the Fire Department classified the fire
as an "undetermined fire," meaning the potential causes could have been equipment
related or human caused.
0 3
City Council Staff Report
January 3, 2018 - Page 4
Lease Agreement—Golf Course Maintenance Equipment
The full list of destroyed equipment is identified in the following Table.
Walking Greens Mowers Serial Number Year Comment
GREENSMASTER 1000 04052-240002034 2003 Destroyed in Fire
GREENSMASTER 1000 04052-250000264 2003 Destroyed in Fire
GREENSMASTER 1000 04052-250000265 2003 Destroyed in Fire
GREENSMASTER 1000 04052-250000274 2003 Destroyed in Fire
Triplex Greens Mowers
GREENSMASTER 3100 04356-240000260 2004 Destroyed in Fire
GREENSMASTER 3100 04356-240000261 2004 Destroyed in Fire
Fairway Mowers
LF 3800 67866-2302 1997 Destroyed in Fire
LF 3800 67866-1757 1997 Destroyed in Fire
LF 3800 67866-1762 1997 Destroyed in Fire
Rough Mowers
4000D 250000113 2005 Destroyed in Fire
4000D 250000130 2005 Destroyed in Fire
GM 4500D 30856-270001104 2007 Destroyed in Fire
4500D 2005 Destroyed in Fire
Spreader
FERTILIZER/SPREADER LARGE Destroyed in Fire
To dressers
1530 WIDESPIN TRAILER MOUNT 85802-DO0467 2002 Destroyed in Fire
1800 drop top dresser 2012 Destroyed in Fire
Utilit Vehicles
Workman 2012 Destroyed in Fire
ST1000 2005 Destroyed in Fire
All of this equipment is critical to maintaining the two City golf courses. The terms of the
management agreement with CGPM require CGPM to maintain commercial liability and
property insurance. Following the destruction of the equipment on May 19, CGPM filed
an insurance claim with its insurer for loss of the City's golf course maintenance
equipment. Following an investigation by CGPM's insurer, the insurance adjuster
determined the total value of the lost equipment at $754,663 and has given a
preliminary approval of the claim of approximately 50% salvage value, for an insurance
claim payment for destroyed equipment of$346,212'.
As a matter of reference, exhibits showing each of the two City golf courses (for which
this equipment is critical to maintaining) are provided on the following pages.
1 The insurance claim is pending final approval, and the amount may change. The final approval and
payment of the claim is also subject to the City purchasing replacement equipment, therefore, it is
necessary to complete this action on the basis that insurance proceeds in an amount up to $346,212 will
be received following acquisition of the new equipment.
04
Wel-ol • -
• •
2 � _
It
h
r
r
y L�iO��11M' ri1Z
` 4=
! � � Y a
a
4'
. ,'rE* r•L'.`� �� ��,� I�.i N-4�i''A"�'� i rr.iy11M1�i41(� � a. <_ ��+y . �,w�.�rt
Man •T11 I mol F4:1 armetel I - • -
�F Mkµ i,_ i • ..t Ml.� 'p ~;ty'A f�
nn ,4. •� #.
/�'
y S
y
ss�
`r�j�� }j1 t,Icy �- '. ,ia ` y '� �� � d `'i• ,€f�,'•. I+" r'+,•Y� '" .,�' � ' �`,t �It!
•
City Council Staff Report
January 3, 2018- Page 7
Lease Agreement—Golf Course Maintenance Equipment
Since the destruction of the equipment on May 19, CGPM has rented replacement
equipment, the cost of which is anticipated to be covered through the insurance claim.
However, as the insurance claim has been given preliminary approval, the continued
rental costs for replacement equipment will no longer be covered, and the monthly
rental cost of $14,007 is now a direct cost to the operations of the golf course. The final
approval of the insurance claim will determine the extent of reimbursements to be paid
for rented equipment from June through December 2017, with an expectation that the
period from June through October 2017 will be reimbursed. Given this fact, staff
recommends that the City Council consider this action to purchase all new golf course
maintenance equipment to avoid incurring the $14,007 monthly rental fee.
CGPM has identified an inventory of new golf course maintenance equipment with a
cost of $933,080.62 with sales tax of $81,644.52 for a total cost of $1,014,725.14. The
inventory of new equipment is identified below.
Walking Greens Mowers Quantity Unit Price Tax Total Price
GREENSMASTER Flex 2120 3 $12,064.49 $1,055.64 $39,360.40
TORO Trans Pro 80 3 $1,297.91 $113.57 $4,234.42
Triplex Greens Mowers
GREENSMASTER 3250-D 4 $32,857.17 $2,875,00 $144,706.75
Tee Mowers
GREENMASTER 3420 2 $49,498.39 $4,331.11 $107,658.99
GREENMASTER 3420 2 $36,377.41 $3,183.02 $79,120.86
Fairway Mowers
REELMASTER 5510-D T4F 4 $56,681.35 $5,134.62 $246,338.52
Rough Mowers
GROUNDSMASTER 4500-D T4 1 $65,368.74 $5,719.77 $71,088.51
REELMASTER 7000-D T4F 3 $72,943.21 $6,382.53 $237,977.21
Spreader
LELY SPREADER 3PT 1 $5,349.00 $468.04 $5,817.04
Debris Removers
PRO FORCE Debris Remover 3 $6,852.91 $599.63 $22,357.62
Topdressers
TOPDRESSER 1800 1 $6,418.94 $561.66 $6,980.60
PRO PASS 200 1 $15,543.49 $1,360.06 $16,903.55
Utility Vehicles
WORKMAN HDX-D 1 $22,379.75 $1,958.23 $24,337.98
WORKMAN GTX 1 $7,211.66 $631.03 $7,842.69
30 Total Cost: $1,014,725.14
07
City Council Staff Report
January 3, 2018 - Page 8
Lease Agreement—Golf Course Maintenance Equipment
Title 7 "Procurement and Contracting" of the Palm Springs Municipal Code identifies the
regulations for purchasing equipment. Pursuant to Section 7.09.010 "Cooperative
Purchase Programs," the City utilizes cooperative contracts when appropriate and in the
best interests of the City, where the use of the cooperative agreement would likely result
in the same or lower pricing than what the City could achieve through an independent
bid solicitation process. In this case, CGPM, given their expertise and large position in
the golf course operations market, obtained commercial wholesale pricing from its
vendors, which were subsequently reviewed by the City's Procurement & Contracting
Division. The following is a report from Craig Gladders regarding review of CGPM's
pricing for the new equipment:
We have completed our due diligence and review of the pricing of the golf course
maintenance equipment that we discussed here at City Hall with Brandon
Alexander and Andy Gaudet a few weeks ago. I assigned the review of the
pricing and research to Leigh Gileno on my staff, and after her thorough review
we have determined that the pricing that Century [CGPM] was able to obtain is
better than what we can obtain in the marketplace.
Leigh found that Toro has 3 cooperative purchase contracts. Two of the contracts
are through the National IPA co-op, and one of the contracts is through the NJPA
co-op. In the case of the National IPA contracts, one was via the City of Tucson,
AZ, as the lead agency, and that agreement expired December 1, 2017. The
second National IPA contract is via the City of Mesa, AZ, as the lead agency and
that contract is newer and just went into effect April 1 of this year and is current.
In both cases, the contract is 21.8% discount off of the MSRP. The National IPA
contract, with State of Minnesota as the lead agency, is 20% discount off of the
MSRP.
In addition, via the co-ops, TurfStar Western, based locally in Bermuda Dunes, is
a designated and authorized distributor for the Toro equipment and is authorized
to offer the city the co-op pricing discounts under the agreements. Given that the
current National IPA agreement at 21.8% discount off of MSRP is more attractive
than the 20% via NJPA, Leigh reached out to TurfStar Western and provided
them the list of equipment that Century [CGPM] needs and requested a formal
quote.
TurfStar Western provided a purchase price Quote, inclusive of all applicable
sales tax and fees of a total amount of $1,091,393.42. Century [CGPM] was able
to obtain better pricing in the total amount, inclusive of all applicable sales tax
and fees, of $996,025.48, which represents a savings of $95,368.
It is staff's opinion that CGPM is able to leverage even better (lower) pricing than what
either a national cooperative can offer the City (in this case National IPA and NJPA) or
what the City can obtain in lowest bids on its own. As a result, it is in the best interests
of the City Council to award the acquisition of the equipment via CGPM's bid
solicitations directly through its vendors based upon their expertise in accordance with
Section 7.04.030 of the Municipal Code.
% 08
City Council Staff Report
January 3, 2018 - Page 9
Lease Agreement—Golf Course Maintenance Equipment
ENVIRONMENTAL IMPACT
The requested City Council action is not a "Project" as defined by the California
Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the
whole of an action, which has a potential for resulting in either a direct physical change
in the environment, or a reasonably foreseeable indirect physical change in the
environment. The requested action is to approve purchase of golf course maintenance
equipment, and is exempt from CEQA pursuant to Section 15378(b), in that a "Project"
does not include: (5) Organizational or administrative activities of governments that will
not result in direct or indirect physical changes in the environment.
FISCAL IMPACT:
On July 31, 1991, the City adopted Resolution No. 17605, authorizing the issuance of
up to $20,000,000 in the principal amount of City of Palm Springs 1991 Certificates of
Participation (Municipal Golf Course Expansion Project), for the purpose of constructing
the Tahquitz Creek golf course ("Resort Course") — an expansion of the existing Palm
Springs Municipal Golf Course (now known as the "Legends Course"). The bond
financing was structured as revenue bonds with debt payments paid from revenues
generated by the new Resort Course; the debt was incurred to the City, and not the
City's former Redevelopment Agency. Therefore, debt service payments ultimately are
a responsibility of the City's General Fund.
Those bonds were refinanced as a part of the larger 2007 Refunding Lease Revenue
Bonds issuance, and most recently as a part of the 2017 Series A Lease Revenue
Refunding Bonds approved by the City Council on April 19, 2017. At the time of the
2017 bond refinancing, the remaining debt for the Resort Course was approximately
$7,500,000, and debt service associated with the Golf Course bond was approximately
$940,000 annually. The 2017 bond refinancing approved by Council capitalized on
lower interest rates, which reduced the annual debt service payments for the Golf
Course to approximately $845,000 — a savings of $95,000 per year. The 2017 bond
refinancing maintained the maturity date for the 2007 bonds — May 1, 2027; therefore,
the City has 10 more years of debt service payments related to the original Golf Course
construction.
An overall financial summary of the Golf Course Enterprise Fund (Fund 430) is provided
in the following Table.
09
City Council Staff Report
January 3, 2018 - Page 10
Lease Agreement—Golf Course Maintenance Equipment
Fund 430 - Golf Course
FY 2011.12 FY 2012.13 FY 2013.14 FY 2014.15 FY 2015-15 FY 2015-17 FY 2017-18
Actuals Actuals Actuals Actuals Actuats Actuals Adopted
Golf Courses Operations-Managed by Century Golf
Revenue
Golf Revenues $5,058,976 $4,865,577 $4,641,707 $4,860.782 $4,258421 $4,331,190 $4395,000
Total Revenue $5,058,976 $4,885,577 $4,541.707 $4,860,782 $4,258,421 $4.331.190 $4,395,000
Expenditures
Materials,Supplies&Services 4,926,333 5,227,099 4,830316 4,695,705 4,218,572 4,315,752 4,326,240
Management Fee 225,000 225,000 225,000 225,000 225,000 225,078 225,078
Special Charges,Legal&Auditing 15,514 19,733 16,767 15,291 14,934 12,167 12,167
Total Expenditures $5,166,847 $5,471,832 $5,072,083 $4,935,996 $4,458,506 $4,552,997 $4,563,485
Operations Surplus f(Deficit) ($107,871) ($586,255) ($530,376) ($75,214) ($200,085) ($221,807) ($168,485)
Golf Courses Non-Operating
Bond Debt Service Expenses (943,0971 1945,7221 (938,076) (941,3941 1939,748) (937,266) (844,616)
Interfund Transfer In-General Fund $285,050 $2,239,665 $2,838,258 $699,770 $1,097,530 $1,213,497 $1,132,000
As shown in the Table, the City Council has been required to subsidize the Golf Course
Enterprise Fund through transfers from the General Fund in the cumulative amount of
approximately $8.4 Million over the prior 6 fiscal years, with an additional $1.1 Million
projected for the current fiscal year. The need for the General Fund subsidy is directly
related to the debt service required for the original construction of the Resort Course;
absent the debt service, the golf course operation has resulted in an average deficit of
approximately $300,000 annually, and total cumulative deficit of $1 .7 Million for the prior
6 fiscal years.
A review of other publicly owned golf courses reveals a similar fiscal condition whereby
the cities are required to subsidize their Golf Enterprise Fund to support operations and
maintenance costs. As an example:
Indian Wells Golf Course
An article in the September 28, 2016, Desert Sun, "Golf course has sapped $15 million
from Indian Wells, more losses possible," revealed that Indian Wells has lost almost $15
million over the last 10 years, and was projecting another $5 million operating deficit
over the next five years.
A review of the five prior CAFR's filed for the City of Indian Wells revealed that its Golf
Resort has operated with a deficit, as shown in the Table on the following page.
City Council Staff Report
January 3, 2018 - Page 11
Lease Agreement—Golf Course Maintenance Equipment
Year 2013 2014 2015 2016 2017
Revenue $12,045,912 $12,469,625 $13,207,745 $12,918,130 $12,838,393
Expense $12,088,530 $12,945,121 $13,564,356 $21,006,393 $20,011,357
Deficit ($42,618) ($475,496) ($356,611) ($8,088,263) ($7,172,964)
In its Fiscal Year 2017/2018 annual budget, Indian Wells projected revenues of
$14,105,939 and expenditures of $16,219,666 for a deficit of $2,113,727 (excluding
depreciation).
Palm Desert—Desert Willow Golf Course
The City of Palm Desert's 2017/2018 fiscal year budget identified revenues of
$10,479,615 and expenditures of $11,483,417 for a resulting deficit of $1,003,802 for its
Desert Willow Golf Course.
A review of the five prior CAFR's filed for the City of Palm Desert revealed that the
Desert Willow Golf Course has operated with a deficit (including depreciation), as
follows:
Year 2013 2014 2015 2016 2017
Revenue $7,494,819 $7,804,904 $7,894,676 $7,240,866 $7,497,664
Expense $8,541,539 $8,338,786 $8,304,303 $8,058,816 $8,169,839
Deficit ($1,046,720) ($533,882) ($409,627) ($817,950) ($672,175)
Palm Springs Golf Course Leased Equipment
Purchasing the new maintenance equipment is a necessity, and the City has
customarily utilized a lease-purchase financing agreement for acquisition of golf course
equipment, including golf carts and ancillary equipment.
On that basis, staff recommends that the Council approve a 5-year lease agreement
with TCF Equipment Finance, a division of TCF National Bank, to finance the
$1 ,014,725.14 cost for the new maintenance equipment. To further reduce the monthly
lease payments, staff recommends that the Council utilize insurance proceeds related
to the loss of various trees in and around the golf courses from a wind storm event on
. 11
City Council Staff Report
January 3, 2018- Page 12
Lease Agreement—Golf Course Maintenance Equipment
March 30, 2017, in the amount of $329,3362 as a down payment to the capital cost to
reduce the resulting lease payments.
The interest rate offered by TCF Equipment Finance is 4.50%, resulting in a total finance
cost of $81 ,274.06 over the lease term. A copy of the lease documents is included as
Attachment 2.
The City's Financial Advisor, Suzanne Harrell, has reviewed the lease-purchase option,
and has confirmed that the 4.50% financing rate is reasonable given the type of
acquisition. An alternative for the City is to pursue equipment lease financing from other
lenders for the equipment replacement, which is available at lower interest rates (about
3/ to 1% lower) but requires upfront bank legal costs (usually $10,000), thus the
financing costs are generally equivalent.
After receipt of the purchased equipment, the City anticipates receiving the insurance
proceeds in the amount of $346,212 for replacement of the equipment, and intends to
utilize the proceeds towards required monthly payments of $12,777.72 ($153,332.64
annually), with the insurance proceeds covering 27 months of payments. Subsequently,
remaining lease payments will be budgeted from the Golf Enterprise Fund over the
remaining 33 months.
SUBMITTED:
Marcus L. Fuller, MPA, P.E., P.L.S. David H. Ready, Esq., Ph.D.
Assistant City Manager City Manager
Attachments:
1. TCF National Bank Officers/Directors
2. Lease Documents
3. Resolution
2 In consultation with CPGM, CPGM has reviewed the trees that were damaged or lost due to the wind
storm, and has determined that they are not critical to play, and their replacement is not required — and
have recommended that those insurance proceeds be used for the higher priority of replacing the golf
course maintenance equipment. CPGM's Risk Manager has confirmed that the insurance proceeds from
the wind storm do not need to be used to replace trees, and can be used by the City to purchase golf
course maintenance equipment which has been deemed a higher priority.
12
ATTACHMENT 1
13
Officers&Directors L[Qmt Officers&Directors
Executive Management
Craig R Dahl
(I IAIRMAN&mirr rxr('OT[vr Orr1CrR
Craig R-Dahl is ehausnan and chief exec unic officer of TCF Financial Corporation In this role,he direcIIv oversees all aspects of the Company s operations cxcepl for the
indirect responsibilities that he has ovCIL IC E''s risk and internal audit functions.In his precious role as president,he oversaw I-CI,'s consumer and commercial businesses,
including Retnil Banking,Commercial Banking.Retail Lending TCF Equipment Finance,TCF fm,entory Finance,Gateway One Lending&Finance and Winthrop
Resources hl add Ilion.he was responsible,for the Operations and Information Technology functions of the Corporation.Previously,be served as an exec,,[,,,vice president
of tire corporation and oversaw TCF's Commercial Banking business and Its pmifolio of national lending businesses Vit Dahljoioed TCF In 1999 as prcmdentand chief
executive.nicer of TCF Equipment Finance,Ine.
Prior to joining TCF,blr-Dahl was with affiliate,companies of Nntwest Corporation for'_'years.
Mr.Dahl hold,a bachelor's decree in political economics front Princeton L;aivef dry and is a native of International Falls,Minnesota-
.. ..._._. _... -_. __ _._.. _..... _.. .._. -__ _..._ _.... ......... ..._.. ....
Thomas F.Jasper
(TIIEP OPERATING OFFI('ER a VICF(HATRMA,A'
Thmnas F.Jasper is chief operating officer and vice chairman of TCF Financial Corporationn.He oveaees TCF s tianction:d suppon areas,including finance operations,
corporate development.legal,human resonrees,talent mnmgentrn[and im rst.r telatimts.Previously.he served as executive vice president and was responsible for'fCF's
Retail Banking.C'ommcrcial Banking and Rental Loading businesses.He also served as the corporation s chief financial officer.\Ir.Jasperjoined TCF ul 2001 as senior vice
president and chief financial officer of JCF Equipment Finance.Inc.
Prior Injoining TC'F_Mr-Jasper was a senior manager in the assurance practice at UNIT!11 Is
A graduate Of Sr John's Univzrsiht Collegeville.hluunesota.Mr.Jasper holds a bachelor:degree tin accounting and is a graduate of the AH:\Stonier Graduate School of
Banking.
Me Jasper is a mambet of the young Presidents'Oraanieaton IN PO)-He previously served as board chair for ComnonBomt Communities and as a duecuor on the Ward of
Niends Of Education.
Michael S.Jones
ExECLinEVICE PRESIDENT CONSI:a1rRf X\KING
Michael S.Jones is executive vice presidont,consumer banking for TCF Financial Ccoporation.He oversees all consumer-facing business lines;including Retail Banking,
Gateway o ne Lending&Finance and Retail Lending.Previously,he served as the corporation's chief financial officer and oversaw the financial reporting.corporate
devclopmtnt and legal functions.He also held several senior executive rules within TCF.including executive vice president and chief financial ntficcr of TCF Equipment
Finance.Inc and executive vice president of Winthrop Resources Corporation.
Prior to joining TCF tit 2008,\L:Jones led the finance function for P.ACC'AR Financial Services lie has also held several positions for GE Capital includingchjef financial
officer ofGE Real Estate—Business Property and global controller for OE Commercial Finance—Ilect Services.
"It Jones received his bachelor's degree from Transxlvauia l:nivetsily to Lexington,Kenawky,and is a certified public accountant.
He serves on the Board of Directors of several corporate and civic organizations,ineWdine Blue Cross and Blue Slucld of Minnesota,friends OIL
Education and Academy of
Holy Angels.
William S.Hcnak
F.SECTTIVE WE.PRESIDENT WJIOLE.SALE 13.ANKINC
Willian S.Hcnak is dxe¢n11T lice presidem.wholesale banking for TCF Financial Corporation He ovtriees the equipment finance and leasing.inventory finance,and
9? commercial banking business ruts.Previously,Mr.Henak served as president and chiefesecuive officer of TCF Equipment Finance(TCFEF).
Nlr.fienak'has several decades of expertise and leadership in equipment leasing,commercial lending and financing,corporate equity and accounting Prior ojouung TCF
Equipment Finance.A1r_Henak founded First(`ommercial Capital C cup,a geneaxl equipment leasing compan),which was acquired by FCFEF in 2000-Mc Henul,also
served as executive vice president of Computer Leasing,[tic.Mor to entering the equipment finance industry.he was a certified public accountant.
A graduate of Wmlbuug College,Mr.Heard,holds a bachelor ofarts degree in accounting,finance and management.Ile i,S also a certified public accountant.
46
.tames NI.Costa
CIIIEF RISK DEFTER&CHIEF CREDITOFFICF.R
James M.Costa is chief risk officer and chief credit Officer of TCF Financial Corporation overseeing all aspects of'TC 's risk function.He reports duectly to the chair of
CCF's Risk Committee of the Board of Directors.Mr.Costa joined TCF in 2013,
\It Costa brings with him 25 years of financial services experience,with 15 years in risk management lie most recently served as executive vice president of risk and head
of enterprise portfolio management at PVC Financial Services Group,Inc.Prior to PN(",Mr Costa led enterprise credit strategy tier W'achovia Corporation.
.A graduate of Ohio Stale University:NIT.Costa holds a BSBA degree in Economics.He further conducted his doctoral studies at the I nivoIsity of Minnesota where he was
an adjunct professor of finance and economics.
Brian W.Maass
CHIEF FINANCIAL OFFICER
Brian W_Nlaass is chief financial officer For TCF Financial Corporation,I It oversees all aspects of financial reporting,planning and analysis management.Previously,Mr
Maass served as executive vice president and treasurer of TCF National Bank as well as treasurer and chief investment officer of the corporation.
Prior to joining TCF in 2012,6L:Maass held several accounting and leadership positions at Wells Fargo&Cc focused on funding.liquidity;collateral management and
portfolio management for the bank and holding company:Mr.Maass wai also a manager in the Corporate Controllers knoup.Prior tojoining Wcds Fargo in 2000,he was a
manager at Crowe Ilorwarh LLP within its Baukwg and Financial Services Group.
Mr.Maass received In,hoc lie lor's degree in accounting porn Notthenr Illinois Univet,ov and a musler's in business admitd>Ira tion flout the University of St Thomas-He is
a certified public accountant.
Thomas J.Butterfield
CHIEF'INFORMATION OFWI R
Thomas J Butterfield is chief information officer of TCF Financial Corporation.overseeing the enterprise information technology function,including infrastructure,service
delivery and application devclupment.\It Butterfield joined TCF in March 2015.
,jr,Boderfield brings to TCF more than two decades of leadership in teduwlogy strategy across multiple industries.Most recently.\Ir.Butterfield served as senior vice
precedent,technology strategy and business solutions for Target Corporation.He also held several additional IT leadership positions during his eight-year Tenure with the
company.Prior to his roles at Target,he held several senior technology positions with UnitedHealth Group,Deluxe Corporation,First Bonk Corporate Payment Systems_
Nonwst Bank Card Services and Blue Cross and Blue Shield of Iewa_
s
r. Mr.Butterfield holds a master's in business administration from Drake lJnrversin and a computer science degree tram the Unnersm of Iowa.Alt.Butterfield is active in the
i. Minneapolis conuuunirr and cunenrly serves as board emir for Second I larvest I heartland.the nations leading food bank and member of the Feeding America network.
Andrew.Jackson
CHt FT Ali DIT E\ECF'TIVR
;Andrew 1.Jackson is chief audit executive of TCF Financial Corporation.He is responsible for leading all aspects of the companv s internal auditing practices.He reports
directly to the Risk conlmlhee of ICF's board of directors.Prior tojoining TCF in 2012,Mr.Jocksnt was chief audit executive of First Horizon National Corporation_
A.
NIT.Jackson holds a bachelor's degree ill accounting from the City Ll iveisiry of New York—Brooklvo Collage and is a graduate of Pace Cniveisity Graduate School Mr.
Jackson is a certified internal auditor(CIA)and a cer ified'mformation systems auditor(CISA).
Mr Jackson is curently a ueniher of the Financial Services Advnory Board of the Institute of Internal Auditors INA)and the Financial Services Conference Board.He is
also a member of the Mid-Size Bank Coalition s Chief Auditor's Oioup.
Board of Directors
Craig R. Dahl
CHAIRMAN&CHIEF EXE('LTIVE OrrICER
Craig R.Dahl is chairman and chitfcxecutive officer oe I iF F"unancial Corporation.In this rule,Ire directly oversees all aspects of the Companv'a operations except Ibr the indirect responsdoIities that
he has over TCF,risk and internal audit functions_In his previous one as president.he oversaw TCF s consumer and commercial businesses.including Retail Banking,Commercial Banking.Retail
Lending, R F Equipment Fmartu,TCF Inentcry Finance,Cralewa%One Lending&Finance and Wrathful,Resources.In addition,he was responsible for the Operations and Information'iechnology
functions of the Corporation.W evicush,he served as an executive vice president of the corporation.and oversaw TCF's Commercial Banking business and its portfolio of national lending businesses
kIr Dahl joined'FC'F in 1999 as president and chief executive officer of FCF Equipment Finance_Inc.
Prior tojoining TCF,Mr Dahl w us wild iffiliao,companies of Nonvesl Corporaton for 22 years.
Mr.Dahl holds a bachelor's degree in political economics front Princeton Univtrsity and is a native of International Falls,Minnesota.
Peter Bell
FOIINIER CHAIR_NtE IROPOL fGU COL SCIL
NA illiam F.Bieber
CHAmNIAN ATBIs conmAMES INC
Theodore J.Bigos
0"NEIL B IGOS ML NN NGENIENT INC.
Karen L.Grandsfrand
SHAREHOLDER.FREDRIKSON&BYRON.P.k
i
Thomas F.,Jasper
CIi1FF ON KAIING OFFICER at WISE CHAIRMAN
Tlrounn F.Jasper is chief operning officer and vice chair nur of TCF Financial Corporation.He oversees TCF s functional support areas,including finance,operations.corporate development,legal.
hurnan resnurces,talent rrlanagentent and Investoi relations.PrQvioasly,he served as executive Vice president and\vas reYpousl ble for I('{ i ReoiI Ranking.('ornmeroAI Esenking and Retail Lending
busincsses-Ile also served as the corporation's chief financial officer.Mr.Jasper joined TCF in 2001 as senior rice president and chief financial officer of TCF Equipmmnt finance,Inc.
Prior to joining TCF,Mr.Jasper was a senior manager in the assurance practice at KPM0 LLP
A graduate of St.Johns Unyorrsuy.Collcgevi IIc,Minnesota,Mr.Jasper holds it bachelor's decree in accounting and is a graduate of the ABA Stonier Graduate School of Ranking.
Mr.Jasper is a member of the Nomtg Presidents'0rganvrtion(YPM He previously'served as board chair for ConunooRond Commmniu,and as a director rat the board of Friends of Fduoalion.
George G.Johnson
(PA MANAGING DI RFC TOR.GFORGF JOI INSON.1t C O%JPANY'AND GFORGr All N'SON(ONSI%tTANTS
Richard H.King
ENECI TIVF VI F.PR ES I D ENT A NET CI TIFF INTO R",ATI ON orriCF R.TS 10 sl SON RFCMRS
Vance K.Opperman
PR FSIDF N'I AN D(l it F F F:S F(t IINE OFF I('FR KF)IVY FST MINT INC
.lames 11.Ramstad
FORNIFR.1'9 CONGRPSSMAN
Roger I.Sit
(III PF F3F('I:TIVF OPfl(r R,GLOn AL QIIr1 INVESTMENT OFFICER AND DIRF(TOR_SIT IN NTST NI FNT As SOC LATES
.... ...__. __.... ._.............
Julic It.Sullivan
PRESIDENT,l VIl'Fh51'IY OF J 1:TROSIAc(MNI
Barry N.Winsloii
RF.'1l RED1'ICECHAIR%tAN TCFFINANCIdt(0R,POILATI0N
Richard A.Zone
RETIRED VII'P.C'I IAIRiYL4N.I S BA,NCORP
Copyright 2017, S&P Gloh(d Market InlellI it Terms of Usc
� t• 11,1
ATTACHMENT 2
! 7
td
equipment
finance
City of Palm Springs,CA
1885 Golf Club Drive
Palm Springs,CA 92264
RE:Schedule No.008-0185560-300 to Master Equipment Lease Purchase Agreement Number 185560L
Dear Sir or Madam:
Thank you for choosing TCF Equipment Finance,a division of TCF National Bank for your capital equipment financing
needs! Enclosed are the lease documents necessary to close the above mentioned transaction. The purpose of this letter is to provide
you with step-by-step instructions as to what is required with respect to each document. At any time,if you have any questions,please
don't hesitate to contact Ben Stedman at(319)226-1727 for assistance. A return FedEx air bill is provided for your convenience.
Document Action Required
• Master Equipment Lease Purchase Agreement Authorized Signature of Lessee and Clerk or Secretary of
Lessee;Clerk or Secretary signature must be someone other than
the person Providing Authorized Signature of Lessee
• Schedule of Equipment No.008-0185560-300 Authorized Signature of Lessee
• Attachment I to Schedule-Equipment Description Authorized Signature of Lessee
• Attachment 2 to Schedule-Payment Schedule Authorized Signature of Lessee
• Lessee's Closing Certificate Complete all blanks for Titles,Dates and Specimen Signatures of
Authorized Signors;Provide contact information for invoicing and
8038
• Lessee's Payment Instructions and Acceptance Certificate Authorized Signature of Lessee and Date upon Equipment
Acceptance
• Essential Use Certificate Please provide the requested information and obtain
Authorized Signature of Lessee
• Insurance Coverage Requirements Authorized Signature of Lessee;please also provide the
name and contact information for your property and liability
insurance carrier(s)
• Opinion of Counsel Opinion Letter must be reproduced in its entirety(with
Lessee's legal name replacing the blank space in paragraph one)on
Lessee's legal counsel's letterhead and signed by Lessee's legal
counsel
• Resolution Resolution must be certified by an Authorized Signature of
Lessee as a copy of resolution adopted by Lessee
• IRS Form 8038 Please consult Lessee's tax or financial professional
regarding completion and provide a copy of the filed form
• Escrow Agreement and/or State Rider(if applicable) Authorized Signature of Lessee,if applicable
➢ Other Items Needed From Lessee: - Amendment
- Initial Payment(if applicable)as Indicated on TCF Invoice
1 �
M1funi Lease Master CoverLtr v04.20.201633602512'22/201711:38 AM
`tCf Amendment to
e tti meet Master Lease Agreement
finance
Date: December 27,2017
The"Agreement":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,1111 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 By Operations-T.C.
National Bank
Lessee: City of Palm Springs,CA By: Anthony J. Mejia, MMC,
City Clerk
Amendment_Master ver.11 01 16 336025 12,27/2017 7:12 AM 19
tef
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-
892E
Fax: 319-833-4577 E-mail:customerservicc@financediv.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
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.
20
Muni_Lease_Mastec Lease vcr.05,16,17 336025 6/5f2017 10:56 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
Tenn 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 II
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.
23
Muni Leue_Muter_Le.e ver.05.16.17 336025 6/5i2017 10'56 AM Page 2 of 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.
(0 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 15d'of the 2nd 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-Masrer_Lease ver.05.16.17 336025 N5 2017 10:56 AM Page 3 or 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 111
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.
• 2
Muni Leaze_Master Leas<wr.05.16.17336025 6,'5i201710.56 AM Page 4of 13
Section 3.02. Lease Term. The Original Tenn of each Lease will commence on the Commencement Date and will terminate
on the last day of Lessee's current fiscal year. The Lease Tenn for each Lease may be continued,solely at the option of Lessee, at
the end of the Original Term or any Renewal Tenn for an additional Renewal Tenn 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 Tenn unless Lessee
has terminated that Lease pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Tenn will be
the same as the terms and conditions during the Original Tern, except that the Rental Payments will be as provided in the
Schedules.
Section 3.03. Termination of Lease Term. The Lease Tern for each Lease will terminate upon the earliest of any of the
following events:
(a) the expiration of the Original Tern or any Renewal Tern 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 Xll;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 Tenn,
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 Tern beyond such
Original Tern 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.
Mun_Lease_Mazrer_Leme ver.05.16.17 336025 6/5,2017 10.56 AM Page 5 of 13
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 Tenn, 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
23
Muni_Lease_Master_Leax ver_05.16.17336025 6i5120171056 AM Page 6of 13
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 parry.
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 party 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 Tenn.
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
26
Muni_Le:vu_MmLer_Leu ver.05 16.17 336025&52017 10:56 AM Page 7 of 13
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 ANY ACTUAL,INCIDENTAL,INDIRECT,SPECIAL OR
27
Muni_Lesse_Mmter_Leese ven 05.16,17 336025 6/5/2017 10:56 AM Page 8 of 13
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
SER VICES 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 snakes 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
Tenn), 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 Tenn 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
�0
V
Muni Lease_Masler_Leme ver.05 16.17 336025 6/5,2017 10.56 AM Page 9 of 13
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
Q
z "
M.ni_L.._M.ttt_Le.ve,.05.16.17 336025 W5/2017 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
(f) 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 retrain 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
30
Muni Leass Mazter_Leaze ve,05.16.17 336025 6152017 10:56 AM Page I 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 13.08. 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 Sprin sg CA TCF Equipment Finance,a division of TCF National Bank
Name of Lessee Name of Lessor
¢ ¢
z BY: X z By:
MSignature Signature
Print Name and Title: Print Name and Title:
a a
31,
Mun_Lease_Mu1er_Lease wn 05.16_I7 336025 6i32017 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
} signature, (ii) is duly authorized to execute and deliver the foregoing Agreement on behalf of Lessee, and (iii) that the fiscal
Q year of Lessee ends on the last day of June.
wwF
U Signature: Title: Date:X
U O THE ABOVE CERTIFICATION MUST BE SIGNED BY THE CLERK OR SECRETARY OF LESSEE,AND THE CLERK
OR SECRETARY MUST BE A DIFFERENT INDIVIDUAL THAN THE OFFICER SIGNING IN THE"LESSEE
SIGNATURE"BOX.
3 ^
Muni_Leam Master Lean va.05.16.17336025 615Q017 10:56 AM Page 13 of 13
'tcf
equipment
finance
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 t West San Marnan 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 w TCF Equipment Finance,a division of TCF National Bank
Name of Lessee Name of Lessor
z By: X z By:
Signature Signature
Print Name and Title: Print Name and Title:
w w
Muni Le —Mntc,Schedule,08 2442010 336025 112712017 7'.22 AM 1 33
ltd
equipment
finance
ATTACHMENT l TO
SCHEDULE OF EQUIPMENT NO.008-0185560300 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 Groundsmaster4500-1) 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 Reelmaster 7000-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.
Lessee: City of Palm Springs,CA By: Anthony J. Melia, MMC,City Clerk
Muni Leese Master Schedule,09 24 2016 336025 12/27,2017 7:22 AM 2
td
equipment
finance
ATTACHMENT 2 TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300 TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
PAYMENT SCHEDULE
Rental payments will be made in accordance with Section 4.01 and this Payment Schedule.
LESSOR: TCF Equipment Finance,a division of TCF National Bank
LESSEE: City of Palm Springs,CA
COMMENCEMENT DATE*:
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
Mimi_Le.M.w S6&le v 08.24.2016 33 W25 12/272017 722 AM 3 35
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 By: Anthony I Mejia, MMC,City Clerk
* 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.
36
Mwi Leue Master Schedule ve08.24.2016 336025 11/27,2017 7 22 AM 4
'tcf
equipment
finance
LESSEE'S CLOSING CERTIFICATE TO
SCHEDULE OF EQUIPMENT NO.00"185560-300 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
1, the undersigned, the duly appointed, qualified and acting (Clerk or Secretary) of the
above-captioned Lessee,do hereby certify as of 20 ,as follows:
X (1) Lessee did, at a meeting of the governing body of Lessee held , 20_, by motion duly
made, seconded and carried, in accordance with all requirements of law, approve and authorize 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 Signature
(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_Lea Mazter_S6edule v.08,24.2016 336025 1227/2017 7:29 AM 0 37
(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:
Name:
Street Address:
Phone:
Fax:
Email:
(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.
Signature of Clerk or Secretary
Printed Name of Clerk or Secretary
3
Muni l... Muter Schedule v.08.24,2016 336025 12,27R017 7:29 AM 7
tcf
equipment
finance
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. 008-0 1 85 560-3 00 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.
DATED:
Lessee: City of Palm Springs,CA By: Anthony 1. Mejia, MMC, City Clerk
3
Muni Lease Master Schedule v 08 24 2016 336025 12/27/2017 7 22 AM 7
tcf
equipment
finance
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, l 111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-
8926
1, 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?
2. What increased capabilities will the Equipment provide?
3. Why is the Equipment essential to your ability to deliver governmental services?
4. Does the Equipment replace existing equipment?
(If so,please explain why you are replacing the existing equipment)
5. Why did you choose this specific Equipment?
6. For how marry years do you expect to utilize the Equipment?
7. What revenue source will be utilized to make Rental payments due under the Agreement?
Lessee: City of Palm Springs,CA X By: Anthony J. Melia, MIMIC, City Clerk
40
Mimi Lease M.w Schedule v 08.24.2016 336025 I7,27/2017 722.AM 8
ltcf
equipment
finance
INSURANCE COVERAGE DISCLOSURE TO
SCHEDULE OF EQUIPMENT NO.008-0185560-300
TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO. 185560L
RE: INSURANCE COVERAGE REQUIREMENTS
1. 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):
Insurance Agent Name: Business Phone#
Company Fax Phone#
Liability:
Insurance Agent Name: Business Phone#
Company 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, I I I I West San
Martian Dr, Suite A2 West,Waterloo, IA 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 X By: Anthony J. Mejia, MMC,City Clerk
41
Mma Lease Muter Schedule v.03 24.2016 336025 12/27i2017 722 AIM
OPINION OF COUNSEL
(To be on Attorney's Letterhead)
Date: 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 l l 1 West San Marnan 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. 008-0 1 8 5 5 60-3 00 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 State 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 soverign 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
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.
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 State 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.
4c
Munf_Leau_Master_Opinf"nOff.n O v.04.20,2016 336025 12/220017 11:39 AM 1
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 leased 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,
Muni_Lea _MmlerOpinimAlLoumely.0420.201633602512R22017IId9AM 2 43
RESOLUTION
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.185560L
AND SCHEDULE NO.008-0185560-300 THERETO
A resolution authorizing the negotiation,execution,and delivery of Master Equipment Lease Purchase Agreement No.185560L dated December
22,2017 and Schedule No.008-0185560-300 thereto,together with the related escrow agreement,if any(the"Lease"),in principal amount not
to exceed $1,014,725.17,between City of Palm Springs,CA,1885 Golf Club Drive,Palm Springs,CA 92264 and TCF Equipment
Finance,a division of TCF National Bank,I I I I West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926;and prescribing other
details in connection therewith.
WHEREAS,City of Palm Springs,CA,(the"Lessee")is a political subdivision duly organized and existing pursuant to the Constitution and
laws of the State of California;and
WHEREAS,Lessee is duly authorized by applicable law to acquire such items of personal property as are needed to carry out its governmental
functions and to acquire such personal property by entering into lease-purchase agreements;and
WHEREAS,Lessee hereby finds and determines that the execution of a Lease for the purpose of leasing with the option to purchase the property
designated and set forth in Schedule No.008-0185560-300 to the Lease is appropriate and necessary to the function and operations of the Lessee;
and
WHEREAS,TCF Equipment Finance,a division of TCF National Bank, (the"Lessor")shall act as Lessor under said Lease;and
WHEREAS,the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the
State;
NOW,THEREFORE,BE IT RESOLVED BY THE GOVERNING BODY OF City of Palm Springs,CA:
Section 1. The Lease,in substantially the form as presently before the governing body of the Lessee,is hereby approved,and the
of the Lessee,is hereby authorized to negotiate,enter into,execute,and deliver the Lease and related documents in
substantially the form as presently before the governing body of the Lessee,with such changes therein as shall be approved by such officer,and
which Lease will be available for public inspection at the offices of Lessee.
Section 2. The Lessee shall,and the officers,agents and employees of the Lessee are hereby authorized and directed to take such further action
and execute such other documents,certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this
Resolution,and to carry out,comply with and perform the duties of the Lessee with respect to the Lease.
Section 3. The Lessee's obligations under the Lease shall be expressly subject to annual appropriation by Lessee;and such obligations under the
Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State of
California.
Section 4. All other related contracts and agreements necessary and incidental to the Lease are hereby authorized,ratified and approved.
Section 5. This resolution shall take effect immediately upon its adoption and approval.
CERTIFIED AS TRUE AND CORRECT this day of ,20
Signature of Clerk,Secretary or Assistant Secretary
Printed Name of Clerk,Secretary or Assistant Secretary
Muni_Leax Muter_Resolution NanBadeQu lifted v.04.20.2016336025 IMN201712:25 PM 44
tcf Invoice
equipment
finance
Date of Invoice: 12/27/2017
Application Number: 336025
Contract Number: 008-0185560-300
To: City of Palm Springs, CA
1885 Golf Club Drive
Palm Springs, CA 92264
Advance Payments/Security Payments/Security Deposit
Description Contract Payment Sales/Use Tax Other Amount
First Payment in Advance $329,336.00 $0.00 $329,336.00
Last Payment in Advance $0.00 $0.00 $0.00
$0.00 $0.00
Sub Total $329,336.00
Other Fees/Charges
Fee Description Amount
Documentation Fee $250.00
Other Fees/Charges Sub Total $250.00
Invoice Total Due
Invoice Total Due $329,586.00
Remit Payment with 866-465-3149
Completed Documents to: OR
TCF Equipment Finance, a division of TCF
National Bank
1111 West San Marnan Dr, Suite A2 West
Waterloo, IA 50701-8926
45
Invoice Wanedoo e08.01.12 336025 SL 12/27,'2017 722 AM
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) ►Under Intemal Revenue Code section 149(e) OMB No.1545-0720
►See separate instructions.
Department of the Treasury Caution:If the issue price is under$100,000, use Form 8038-GC.
Internal Revenue Service
Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(FIN)
32 Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 6 Report number(For IRS Use Only)
3 a
6 City,town,or post office,state,and 71P code 7 Date of issue
8 Name of issue 9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
Type of Issue(enter the issue price). See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe ► 18lzz
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . . ► ❑ i L r -
If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . ► ❑ OR
;j�,
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑ = i144
•- Description of Obligations.Complete for the entire issue for which this form is being filed. T
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted le)Yield
price at maturity average maturity
21 ears %
Uses of Proceeds of Bond Issue(including underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21, column (b)) . . . . . 23
24 Proceeds used for bond issuance costs(including underwriters' discount) . 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 s
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . . . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . . 28 !'
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . 30
Descri tion of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) . . . . . . ►
34 Enter the dates)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
46
Form 8038-G(Rev.9-2011) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC►
c Enter the name of the GIC provider► ;;,
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 87
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation►
d Enter the name of the issuer of the master pool obligation►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intent was adopted►
Under penalties of perjury,1 declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and process this return,to the person that I have authorized above.
Consent
Signature of issuer's authorized representative Date 'Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer self-employed
Use Only Firm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-G(Rev.9-2011)
47
ATTACHMENT 3
48
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF PALM SPRINGS, CALIFORNIA,
AUTHORIZING THE NEGOTIATION, EXECUTION,
AND DELIVERY OF MASTER EQUIPMENT LEASE
PURCHASE AGREEMENT NO. 185560L DATED
DECEMBER 22, 2017 AND SCHEDULE NO. 008-
0185560-300 THERETO, TOGETHER WITH THE
RELATED ESCROW AGREEMENT, IF ANY (THE
'LEASE") IN PRINCIPAL AMOUNT NOT TO
EXCEED $1,014,725.14, BETWEEN CITY OF PALM
SPRINGS, AND TCF EQUIPMENT FINANCE, A
DIVISION OF TCF NATIONAL BANK; AND
PRESCRIBING OTHER DETAILS IN CONNECTION
THEREWITH.
WHEREAS, the City of Palm Springs, a California charter city and municipal
corporation, (the "Lessee") is a political subdivision duly organized and existing
pursuant to the Constitution and laws of the State of California; and
WHEREAS, Lessee is duly authorized by applicable law to acquire such items of
personal property as are needed to carry out its governmental functions and to
acquire such personal property by entering into lease-purchase agreements; and
WHEREAS, Lessee hereby finds and determines that the execution of a lease
for the purpose of leasing with the option to purchase the property designated
and set forth in Schedule No. 008-0185560-300 to the Lease is appropriate and
necessary to the function and operations of the Lessee; and
WHEREAS, TCF Equipment Finance, a division of TCF National Bank, (the
"Lessor"), shall act as Lessor under said Lease; and
WHEREAS, the Lease shall not constitute a general obligation indebtedness of
the Lessee within the meaning of the Constitution and laws of the State;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Palm
Springs hereby declares the following:
Section 1. The Lease, in substantially the form as presently before the City
Council of the City of Palm Springs, is hereby approved, and the City Manager,
the City Clerk, and the Director of Finance, (each an "Authorized
Representative") of the Lessee, is hereby authorized to negotiate, enter into,
execute, and deliver the Lease and related documents in substantially the same
form as presently before the City Council, with such changes therein as shall be
approved by such Authorized Representative, and which Lease will be available
for public inspection at the offices of Lessee.
Section 2. The Lease shall, and the officers, agents, and employees of the
Lessee are hereby authorized and directed to take such further action and
execute such other documents, certificates, and instruments as may be 49
Resolution No.
Page 2
necessary or desirable to carry out and comply with the intent of this Resolution,
and to carry out, comply with, and perform the duties of the Lessee with respect
to the Lease.
Section 3. The Lessee's obligations under the Lease shall be expressly
subject to annual appropriation by Lessee; and such obligations under the Lease
shall not constitute a general obligation of Lessee or indebtedness of Lessee
within the meaning of the Constitution and laws of the State of California.
Section 4. All other related contracts and agreements necessary and
incidental to the Lease are hereby authorized.
Section 5. This resolution shall take effect immediately upon its adoption and
approval.
ADOPTED THIS 3RD DAY OF JANUARY, 2018.
David H. Ready, City Manager
ATTEST:
Anthony J. Mejia, MMC, City Clerk
50
Resolution No.
Page 3
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, ANTHONY J. MEJIA, City Clerk of the City of Palm Springs, hereby certify that
Resolution No. is a full, true and correct copy, and was duly adopted at a
regular meeting of the City Council of the City of Palm Springs on January 3,
2018, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Anthony J. Mejia, MMC, City Clerk
City of Palm Springs, California
51