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HomeMy WebLinkAboutPK17-079 - Original - ThermoKing Northwest / Perfect Drive Golf - Riverbend Golf Cart Equipment Lease - 03/01/2017 geme R e c o d' s M 77"; KENO" wA.ar M i wGTpN ,,,, Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: ThermoKing Northwest ��rI� Vendor umber: 1199615 JD Edwards Number Contract umber: 11-1 6-11 This is assigned by City Clerk's Office Project Name: Riverbend Golf Cart Equipment Lease Agreement Description: ❑ Interlocal Agreement ❑ Change Carder E Amendment 0 Contract El Gather; Contract Effective Date:. 03/01/17 Termination Date: 02/28/21 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Pete Petersen Department: Parks - Riverbend Contract Amount: 255,616.00 Approval Authority: ❑ Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): 36 NEW 2017 Club Car Electric Cars 36 NEW 2017 Club Car Gas Cars, 2 NEW Club Car Gas Mars,InaN Cars 2 NEW 2017 Club Car Carryall Gas Utiiity vehicles, 1 NEW 2017 Club Car Carryall 300 EFI Gas Range Picker As of: 08/27/14 • KENT W.SNI Npi Q N Agenda Item: Consent TO: City Council DATE: December 13, 2016 SUBJECT: Lease Agreement with Perfect Drive Golf and Utility Vehicles and the Riverbend Golf Complex - Authorize MOTION: authorize the mayor to sign the lease agreement with Perfect Drive Golf and Utility Vehicles in the amount of $255,616.00 for the four- year lease of seventy-four golf carts and three utility carts, subject to final terms and conditions acceptable to the parks director and city attorney. SUMMARY: Every four years the Riverbend Golf Complex enters into a new operating lease for golf carts and maintenance utility carts. Through a RFP process the Parks Department has selected Perfect Drive Golf and Utility Vehicles. The four year operating lease from Perfect Drive Golf and Utility Vehicles will include; 36 electric golf carts, 36 low emission gas powered golf carts, two low emission gas powered marshal carts, two low emission gas powered utility carts and one low emission gas powered driving range cart. Perfect Drive Golf and Utility Vehicles was selected for the following reasons; overall quality, design and durability, customer input, better warranty, reduced maintenance costs, and a lower interest rate. In addition, Perfect Drive Golf and Utility Vehicles is a division of Thermo King Northwest located in Kent. EXHIBITS: Perfect Drive Golf and Utility Vehicles Golf Cart Lease Proposal Perfect Drive Golf and Utility Vehicle Lease Agreement RECOMMENDED BY: Parks and Human Services Committee YEA: Fincher - Boyce - Budell NAY: BUDGET IMPACT: Golf Complex Operating Budget INFORMATIONBILLING PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS in order for UE LA(GF LAN DFN PU,5LJG FINANCE LLQ to properly bill and credit your account„ it is necessary that you complete this form and return it with the signed documents. Billing Name: '- If you would like your invoices ern sled toapyou in place of regular mai,please provide an email address(es)below: "YOUR INVOICES WILL BE EMAILED FROM INVOICED ELIVERY@PAYEREXPRESS.CDM Subject line will re d:Your Lease Direct Invoice is ready to view online! Billing Address - ' L wL Attention: __ . . 41 Telephone Number. _ . FEDERAL IO#: SPECIAL INSTRUCT NS Do you require a Purchase Order Number an the invoice?If yes,please provide PC# �__ (Plou YES J NO Is a new purchase order required for each new fiscal period? YES J NO If yes,provide month/year PO expires_- I�� j 1" ........ Are you sates tax exempt?If yes,please attach a copy of exempt certificate or direct pay permit. JYES _(NO Do you require any special information to establish a vendor number for ? J YES J NO If yes,please advise _ Additional Comments: CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM 8038-G FILINGS Irequired for all Slate and Local Government transactions) Contact Name: C ������ Title Ott ... ... r '� V C� '�. I mU k 4, Contact Address: Contact Telephone Number: ... �� � � ai .. / Email Address 1 ( .�'i ` ' 0, rrwr? a'J t w_ Written Tax Compliance Procedures The IRS Form 8038-G asks specific questions about whether written procedures exist with regard to compliance with the federal'tax requirements for tax-exempt obligations. Please answer the following questions to help us complete the form correctly prior to your signature.Please note That your answers 10 these,questions will not impact the terms air conditions of the subject transaction: 1. Has the Lessee established written procedures designed to monitor Compliance with federal tax restrictions for the term of the lease?Among other matters„the written procedures should identify a particular individual within Lessee's organization to monitor compliance with the federal tax requirements related to use of the financed assets and describe actions to be taken in the event failure to comply with federal tax restrictions is contemplated or discovered. YES J NO J If YES,please attach/provide a copy. Answer the following question only if proceeds of the current financing will be funded to an ESCROW Account. The IRS Form 8038-G asks specific questions about written procedures to monitor the yield on the investment of gross proceeds of tax-exempt obligations and,as necessary, make payments of arbitrage rebate earned to the United States. 2. Has the Lessee established written procedures to monitor the yield on the investment of proceeds of the Lease on deposit in an escrow account or similar fund prior to being spent and to ensure that any positive arbitrage rebate earned is paid to the United States? rn YES J NO J If YES,please attach/provide a copy. w c7 ca a� c� If you have further questions, pleaseconsult your regular bond or legal counsel. CL CL �2pie�ion�d,n�r'�s�we�t �nmcrsmtt,rusr, CeP�one©ae�a rrna ForM8038-G Information Return for Tax-Exempt Governmental Obligations pRev.September 2011) 0-Under Internal Revenue Code section 149(e) OMB No.1545-0720 Depariment of the Treasury llo-See separate instructions, Internal Revenue Service Caution:If the issue price is under S100,000,use Form 8038-GC. J�M Reporting Authority If AP(ended Rofurn, check here Oo- 0 1 Issuer's name / Issuer's e ployer id nti' tron number(PIN) 3a Name of person(other than issuer)with whom the IRS may Communicate about this return(see instructions) 3b Telephone n ber I other pers shown on 3a ........... 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 ort num her(For IRS e On(y) J 6 City,town,or post office,state,and ZIP code 7 Date of iss 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 m�formation e 10b lephone number of beer othe instructions) em yee shown on a JjMjM Type of Issue (enter the issue price). See th instructions and attach shed 11 Education . . . . . . . . . . . . . . . . . . . . . . 11 /XXXXXX 12 Health and hospital . . . . . . . . . . . . . . . 12 "' XXXXXX 13 Transportation . . . . . . . . . . . . . . . . . . . XXXXXX 14 Public-safety . . . . . . . . . . 1/4 XXXXXX 15 Environment(including sewage bonds) 15 XXXXXX 16 Housing . . . . . . . . . . . . . . . . . . . 16 1 XXXXXXI 17 Utilities . . . . . . . . . . . . . . . . . . . . 17T XXXXXX 18 Other. Describe IN- 18 1 XXXXXXI 19 If obligations are TANs or RANs, check ly box . . . l L1 If obligations are BANs, check nl x 20 I heck If obligations are in the for f a lease s Invent k box , � scription of 9bIigationsk4Zomplete`04r the e)qjre`Wsue for Whi this form is being filed. 'T (.Xt,�,, r.N., Klation (d)Weighted al Final maturity date (b)Iss t 77 (e)Yield dN empt pr�, , pri 11-$xtz average maturity X LX 21 XXZXXX I $ N, XX)W_XN� $ XXXXXX I XXXXXX years XXXXXX JIM Uses Pr eds of Bon Issue (inCI ing derwrite s'discount) 22 Proceeds wed for accr interest . . . . . . . . . . . . . . . . 22 XXXXXX 23 Issue p i e of e ire issue(en amount fr line 21, cc 23 XXXXXX 24 Procee used fo d issuance c (Includi underwriters iscount) 24 XXXXXX 25 Proceeds ed for c nhancement . . . . . . . . . . . . 25 XXXXXX 26 Proceeds all aced to so bly required re ve o cement fund 26 XXXXXX 27 Proceeds use current refu rior issues 27 XXXXXX ro ds used to dvance r prior issues . . . . . . . . 28 XXXXXX 29 Total (a lines 24 t ough 28) . . . . . . . . . 29 XXXXXX 30 Nonrefu inc �e of the issue btract 29 from line 23 and enter amount here) 30 XXXXXXI . . . . escripti on of R ended `I�Vds. Complete this part only for refunding bonds. B 3 Enter the r I I eight average turity of the bonds to be currently refunded 10- XXXXXX years 32 e remaining wei ted erage I turity of the bonds to be advance refunded . . . . 10' XXXXXX _years 33 Enter the last date on wNc the fu Pd bonds will be called (MM/DD/YYYY) . . . . . . ► XXXXXX 34 Enter the date s the refunde bon s were issued 10'gMM/DD/YYYY) XXXXXX eductio ct Not e,see separate instructions. Cat.No.63773S Form 8%")0(v.9-2011 Form 8038-G(Rev.9-2011) Page 2 • 71 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) Zft XXXXXX 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment c ract (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . XXXXXX 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 use 0 make loan to other governmental units . . . . . . . . . . . . . . . . . . . . . 7 ) (XXX 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► d enter the follo ing informat' n: b Enter the date of the master pool obligation Do- 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)(13)(i)(III) I all issuer ex tion),check box . . Do. 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,ch . ox . . . . . . . ► Cl 41a If the issuer has identified a hedge,check here► ❑ and enter t Ilowin 'nformation: b Name of hedge provider Do- c Type of hedge► d Term of hedge► 42 If the issuer has superintegrated the hedge,check b . . . . . . . . ► ❑ 43 If the issuer has established written procedure o ensure at all nqualifi bonds o his issue a remediated according to the requirements under the Code an egulations inst ctions) heck box . . . . ► ❑ 44 If the issuer has established written procedur o mo 'or the requir ents of ction 148,check bo . . . . . ► ❑ 45a If some portion of the proceeds was used reim rse a nditures,check re► ❑ and enter the amount of reimbursement . . . . . . . ► b Enter the date the official intent was a pted► Under penalties of perjury,I d lare tha ve a this return comp schedules an tatements,and to the best of my knowledge Signature and belief,they are true.Corr com te.I furth lare that I cons to the 's disclosur f the issuer's return information,as necessary to and process this return,to the son the ave horized Consent ' XXXXXXXX XXXXXXXX XXX XXXXXX XX SAMPLE DOCUMENT Signature of iss s authorized resentative ate Type or print name and title Paid Print/Type prepar name Preparer's signature Date Check ❑ if PTIN Preparer I self-employed Use Only Firm's naMe ► Firm's EIN I- F I r mAddre Phone no. Form 8M-G(Rev.9-2011) Page 2.16 02012 Aii Rights Reserved Painted in the V S A.08PFD000850 5112 Instructions for Form Department of the Treasury 8038-G ra Internal Revenue Service (Rev. September 2011 ) Information Return for Tax-Exempt Governmental Obligation Section references are to the Internal indenture or other bond documents.See Ounding W/he Doi s Revenue Code unless otherwise noted. Where To File next. Yo ay show amn t ' return as General Instructions Where To File whole liars.To do so,dro amounts less than cents and in ase amou Purpose of Form File Form 8038-G,and any attach m nts, from 50 cen through 99 c is to th Form 8038-G is used by issuers of with the Department of the Treas , next higher do tax-exempt governmental obligations to Internal Revenue Service Cente , Ogde UT 84201 9 Questions on ' in Form provide the IRS with the information . 38-G required by section 149(e) and to monitor Private delivery services. You n use Fo ecific questions on w to file F m the requirements of sections 141 through certain private delivery services 8038- end an email to the S at 150. designated by the IRS tpiffgM,,ke"tiro TaxExe tBondQue r @ ov Who Must File mailing as timelyXcl%die aying"rule r tax and put"Fo 8038- Ques "in the returns and paymThese private bject line. In a ail inclu a deliveryservice only the de ription of yo question return IF the issue price THEN,for tax-exempt following: email ddress,the name a contact (line 21,column{b)) governmental • DHL Expr s(DHL HL S e Day person d a tele hon umber. is... obligations issued Service. p after December 31, • Federal ress(Fed - Fed x Definitio 1986,issuers must Priori Ovem t, FedEx St rd file... Tax-exempt ob tion. This is any Ove rg Fed Day, FedEx obligation, including a bond, installment $100,000 or more A separate Form In ation riori nd FedEx purchase agreement,or financial lease, 8038-G for each issue ernational t. on which the interest is excluded from Less than$100,000 Form 8038-GC, • United Parcel rvice S):UPS Ne income under section 103. Information Retum for Day Air, UPS Next Air ver, UPS x-exempt governmental obligation. Small Tax-Exem t 2nd Da ir,UPS 2nd y Air M., UPS P A -exempt obligation that is not a Governmental Bo orldwi press Plus, d UP pri to activity bond(see below)is a Issues,Leases, d Idwide ess. t -exempt governmental obligation.This Installment Sa T privat ery service tell ncludes a bond issued by a qualified yo to get itt roof of the iling volunteer fire department under section Fora!!build Americ onds and date. 150(e). recovery zone econo r Forms Tha a e Private activity bond. This includes an ® development bonds use rm obligation issued as part of an issue in 8038-B, Information Return forBu! Re which: America Bonds an overyZone For reb ng itrage(or p ing a • More than 10%of the proceeds are to Economic Deve! meat ds. For tax penalty in u o itrage re te)to the be used for any private activity business credit bonds a specified to edit ederal gov ment, e F m 8038-T, use,and bonds use F 8038-TC, Inform ' n itrage Reba Yield uction and • More than 10%of the payment of Return for T Cred! ds and Pe ty in Lieu of itrage Rebate. principal or interest of the issue is either Specified Ta redit B (a)secured by an interest in property to For p to activi bonds, use Form be used for a private business use(or When To File 80 nfor tion eturn for Tax-Exempt payments for such property)or(b)to be File Form 8038-G o or befor a Private ivi nd Issues. derived from payments for property(or d 2nd Galen month a r th borrowed money) used for a private ose of th alendar q rter in wh he For build merica bonds(Direct Pay), business use. bond is issue Form 803 G may not be d Ame. a bonds(Tax Credit),and y reco one economic development It also includes a bond,the proceeds filed before t issue date d must be bonds,complete Form 8038-B, of which(a)are to be used directly or c ted sed on the facts s of the Information Return for Build America indirectly to make or finance loans (other i sued than loans described in section 141 c 2 onds and Recovery Zone Economic ( )( )) fil' Issuer ma gra ed an evelopment Bonds. to persons other than governmental units extension of time to file Form 8- and(b)exceeds the lesser of 5%of the under Section 3 of Rev. Proc.2 2-4 For qualified forestry conservation proceeds or$5 million. 2002-37 I.R.B.531,if it is determi ed th bonds, new clean renewable energy Issue price. The issue price of e failu rme y of due t willful bonds,qualified energy conservation obligations is generally determined under neg ect.Type or rint at t top of he bonds,qualified zone academy bonds, Regulations section 1,148-1(b).Thus, form"Request r lief der se ion 3 qualified school construction bonds, clean when issued for cash,the issue price is of Rev. Proc 002-4 nd atta a letter renewable energy bonds, Midwestern tax the first price at which a substantial explaining y Form 8038-G s not credit bonds,and all other qualified tax amount of the obligations are sold to the submitted Niie IRS on tim Iso credit bonds(except build America public.To determine the issue price of an indicate whet h he bo ' sue in bonds),file Form 8038-TC, Information obligation issued for property,see question is under examination by the IRS. Return for Tax Credit Bonds and sections 1273 and 1274 and the related Do not submit copies of the trust Specified Tax Credit Bonds. regulations. Sep 20,2011 Cat.No.637741) Page 3 016 Issue. Generally,obligations are treated return for the same date of issue. If you exchanges the bonds that are part of the as part of the same issue if they are are filing to correct errors or change a issue for the underwriter's(or other issued by the same issuer,on the same previously filed return,check the purchaser's)funds. For a lease or date, and in a single transaction, or a Amended Return box in the heading of installment sale nter the date interest series of related transactions. However, the form. starts to accru in M/DD/YYYY obligations issued during the same The amended return must provide all format. calendar year(a)under a loan agreement the information reported on the original Line 8. here is name of the issue, under which amounts are to be advanced return, in addition to the new or corrected please ovide of r identification of the periodically(a"draw-down loan")or(b) information. Attach an explanation of the issue with a term not exceeding 270 days, may reason for the amended return and write be treated as part of the same issue if the across the top,"Amended Return LI 9. Enter t CUSI (Com ee on obligations are equally and ratably Explanation."Failure to attach an Uni Securities ification secured under a single indenture or loan explanation may result in a delay in Proce es) number of the bo with the agreement and are issued under a processing the form. latest me 'ty. If the issue d s not have common financing arrangement(for Line 1. The issuer's name is the na of a CUSIP nu er,write"No example, under the same official statement periodically updated to reflect the entity issuing the obligations, no Line 10a. Enter a name and he changing factual circumstances).Also,for name of the entity receiving the b efit of officer or other emp ee of the iss r obligations issued under a draw-down the financing. For a lease or ins Iment om the IRS may ca r more loan that meet the requirements of the sale,the issuer is the lessee or t in ation. If the issuer ' hes to preceding sentence,obligations issued purchaser. desig to a person other th a n office during different calendar years may be Line 2. An issuer that doe ave a or other ployee of the is per ' clu g treated as part of the same issue if all of employer identification ber(E a legal repr entative or i rep r) the amounts to be advanced under the should apply for one Form SS-4, hom the IR ay cal or mor draw-down loan are reasonably expected Application for Em yer Identification in mation abou eturn, en r the to be advanced within 3 years of the date Number.You ca et this f on the IRS nam itle, and tele hone nu er of of issue of the first obligation. Likewise, website at IRS. v or by Iling uch p on on lines 3a an b. obligations(other than private activity 1-800-TAX-F M(1-80 829-36 .You Com to tines 1 a and 10b even bonds) issued under a single agreement may receive n EIN by tele one b 1 if you c let Ines 3a and 3b. that is in the form of a lease or installment following the i uctions for S-4. sale may be treated as part of the same Line 3 . e iss r wishes to authoriz issue if all of the property covered by that ape on oth han a officer or other part II—Type of Issue agreement is reasonably expected to be a oyee of the' suer luding a leg delivered within 3 years of the date of r resentative or p . prep r)to Elections referred to in Part 11 are issue of the first obligation. ommunicate with the S an hom the 1 made on the original bond Arbitrage rebate. Generally,interest on S may tact about t ' retur documents, not on this form. a state or local band is not tax-exempt (i uc i It ing or by to hone , unless the issuer of the bond rebates ente he nanXNLsuch perso ere. I ntify the type of obligations issued the United States arbitrage profits a ned o 'sted in a must be a b ntehng the corresponding issue price from investing proceeds of the bo in indi a Do not n the name an title ee Issue price under Definitions earlier). higher yielding nonpurpose inve ments. of an o r the m yee of the Attach a schedule listing names and EINs See section 148(f). uer here a line a f hat of organizations that are to use proceeds Construction issue. This is a ' sue of P e)• of these obligations, if different from those tax-exempt bonds that meets both the Note. uthorizing a p on o r an of the issuer, include a brief summary of following conditions: an auth 'ze fficer or othe mplo ee of the use and indicate whether or not such 1. At least 75%o yailable the issuer co nicate wit he IRS user is a governmental or construction proce s are to used for nd whom th S contac bout this nongovernmental entity. construction exp ditures with r ct to r rn,the issue uthon a IRS to Line 18. Enter a description of the issue property to be ned b a govern me com nicate direc with the individual in the space provided. unit or a sectio 501(c)1 anization, entere In line 3a an onsents to and . closet issuer's re rn information to Line 19. If the obligations are short-term 2. All the bond hat are rt he tha ividu as ne ssary,to process tax anticipation notes or warrants(TANs) issue are qualified 5 (c)(3)bo s, this re or short-term revenue anticipation notes bonds that are not priv a activity onds, Lines 4 and . f you listed an individual or warrants(RANs),check box 19a. If the or ivi bonds ued to fi n obligations are short-term bond ty on line 3a to c municate with the IRS operty to be ned by a ovemme I a hom t IRS may contact about this anticipation notes(BANs),issued with the unit or a sectio?ari 1(c)(3)or nization, turn, r the number and street(or expectation that they will be refunded with P.O. box if mail is not delivered to street the proceeds of long-term bonds at some I of r ng any arbitra that future date, check box 19b.Do not check m be o to the United States, he dress),city,town,or post office,state, both boxes. iss r of a c n iss es ke a ZIP code of that person.Otherwise, is irre a le election to pay a nal e r the issuer's number and street(or Line 20. Check this box if property other The penalty le equal to 1 pa of th .O. box if mail is not delivered to street than cash is exchanged for the obligation, s th do address),city,town,or post office, state, for example,acquiring a police car,a fire amount of construction proceed t equi th t 0 and ZIP code. truck,or telephone equipment through a meet ce See on 148(f) 4)(C)an the Note. The address entered on lines 4 series of monthly payments. (This type of Instructions for F 038- and 6 is the address the IRS will use for obligation is sometimes referred to as a all written communications regarding the "municipal lease.")Also check this box if Specific struetions processing of this return,including any real property is directly acquired in p notices. exchange for an obligation to make Part I—Rep ing A My Line 5. This line is for IRS use only. Do periodic payments of interest and principal.Do not check this box if the Amended return. An issuer may file an not make any entries in this box. proceeds of the obligation are received in amended return to change or add to the Line 7. The date of issue is generally the the form of cash, even if the term"lease" information reported on a previously filed date on which the issuer physically is used in the title of the issue. Page 4 of 5 Part III—Description of principal, interest, or call premium on any the conditions of the private business Obligations other issue of bonds after 90 days of the tests or the pri ate loan financing test to date of issue, including proceeds that will be met,the u issue is also an issue Line 21. For column (a), the final be used to fund an escrow account for of priva�?any tivity b ds. Regulations maturity date is the last date the issuer this purpose. section 41v ld} defines a deliberate must redeem the entire issue. action act' n taken by the issuer Part V—Description of For column (b),see Issue price under Refunded Bonds that' within it ontral re dies of Definitions earlier. w ther ther s intent t i to such For column(c),the stated redemption Complete this part only if the bonds are to sts. Regula s sec' n 1.1 12 price at maturity of the entire issue is the be used to refund a prior issue of a lans the con 'io to takin emedial sum of the stated redemption prices at tax-exempt bonds. For a lease or acti that prevent n action at causes maturity of each bond issued as part of installment sale,write"N/A"in the space an issu o meet the privat usiness the issue. For a lease or installment sale, to the right of the title for Part V. tests or p to loan finan g test fro write"N/A"in column (c). Lines 31 and 32. The remaining being Create s a deliberat ction. weighted average maturity is det in Check the box i e issuer ha For column(d),the weighted average without regard to the refunding he established writte rocedures to ensure maturity is the sum m the products of the g g mel remedial actio r all non qualified issue price of each maturity and the weighted average maturity is termined Y q number of years to maturity(determined in the same manner as on line column b ds according to Reg tions sectio separately for each maturity and by taking (d). 1.1 12 or other remedia tions into account mandatory redemptions), Line 34. If more than ue o authon d by the Com silo u er divided by the issue price of the entire bonds will be refund , enter the a of Regulatio section 1. 1- h). issue(from line 21,column (b)). For a issue of each issu nter the date in ine 44. Ch th ox if the suer has lease or installment sale,enter instead MM/DDNYYY f at. a blished writt procedur to monitor the total number of years the lease or Part VI— Scella O com 'ance with the arbitr e,yield installment sale will be outstanding. restrict ,and rebate re irements of For column (e),the yield, as defined in Line 35. allocation volum ap is section 1 section 148(h}, is the discount rate that, required if nonqualifie mo t for the Line 45a. ck t box if some part of when used to compute the present value issue i more n$15 millio t is not the proceeds wa sed to reimburse of all payments of principal and interest to mor h the a unt that would caus expenditures. Figure and then enter the be paid on the obligation,produces an th ssue to priv activity bonds amount of proceeds that are used to amount equal to the purchase price, ne 36. If an ortion the gross reimburse the issuer for amounts paid for including accrued interest.See proceeds of the is a is o ill be a qualified purpose prior to the issuance Regulations section 1.148-4 for specific invested in a guaran d inv ment f the bonds. See Regulations section rules to compute the yield on an issue. If ontrac IC),as defin in R lations . 50-2. the issue is a variable rate issue, wri tion 1. -1(b),enter t amo of Li 45b. An issuer must adopt an WR"as the yield of the issue. For er the ross p cis so invest as o cial intent to reimburse itself for than variable rate issues,carry t yield th final m date of the an reissuance expenditures within 60 days out to four decimal places(for ample, the of the o er of such c ract. after payment of the original expenditure 5.3125%). If the issue is a le a or Line 3 ter th m t of the unless excepted by Regulations section installment sale,enter the a ctive rate of ceeds o this issu use o make a 1.150-2(f). Enter the date the official interest being paid. another govern enta nit,t intent was adopted.See Regulations Part IV—Uses of Proceed f inte s which is tax-e mpt. section 1.150-2(e)for more information Bond issue Line 3 If issue is a I of about official intent. For a lease or in Ilment write"N/A Proceeds ma her tax-e mpt issue, Signature and Consent check the bo nd e r the ate of issue, in the space to a right of the ' for Part and name issuer he master An authorized representative of the issuer IV. Po bl" ation, must sign Form 8038-G and any Line 22. En r the a t of proceed Line 4 Check this x if the issue is a applicable certification. Also print the that will be use to pay i t from the structi issue d an irrevocable name and title of the person signing Form date the bonds a dated t h to of elec to p a nalty in lieu of 8038-G.The authorized representative of issue. the issuer signing this form must have the arbitrage at as been made on or authorityto consent to the disclosure of Line 4. Enter the a ount of t before the d the bonds were issued. the issur's return information, as cee t will be u d to pay The penal s payable with a Form to process this return,to the issuance cos including es for tru necessary tees -T f each 6-month period after the P and bond cou el. If no bo proceeds date onds are issued. Do not make person(s)that have been designated in wil used pay bond issu ce costs, any payment of penalty in lieu of arbitrage Form 8038-G. ter z o not leave this lin blank. rebate with this form. See Rev. Proc. Note. If the issuer in Part 1, lines 3a and L' a 25. En of th -22, 1992-1 C.B. 736 for rules 3b authorizes the IRS to communicate pr at will be used to y fe for egarding the"election document." (including in writing and by telephone) credit enhancement that are tak in Line 41 a. Check this box if th with a person other than an officer or 9 yield the has identified a hedge on its books and account in determining the o e issuer other employee of the issuer,by signing issue for pur tion 148( ) (for records according to Regulations sections this form,the issuer's authorized , and insurance remiurn and 1.148-4(h)(2)(viii) and 1.148-4(h)(5)that representative consents to the disclosure certain fees for rs of edit). permit an issuer of tax-exempt bonds to of the issuer's return information,as Line 26. En rthe nt of pr ceeds identify a hedge for it to be included in necessary to process this return,to such that will be ocated to such a rid. yield calculations for computing arbitrage. person. Line 27. r the amount the Line 42. In determining if the issuer has Paid Preparer proceeds that " be us pay super-integrated a hedge,apply the rules If an authorized officer of the issuer filled principal,interest,or ca I premium on any of Regulations section 1.1 48-4(h)(4). If in this return,the paid preparer's space other issue of bonds within 90 days of the the hedge is super-integrated,check the should remain blank.Anyone who date of issue. box. prepares the return but does not charge Line 28. Enter the amount of the Line 43. If the issuer takes a"deliberate the organization should not sign the proceeds that will be used to pay action"after the issue date that causes return.Certain others who prepare the Page 5 of 6 return should not sign. For example,a the information.We need it to ensure that Learning about the law or 2 hr.,41 min. regular,full-time employee of the issuer, you are complying with these laws. theform . . . . . . . . . . . such as a clerk,secretary,etc.,should You are not required to provide the Preparing,c in 3 hr.,3 min. not sign. information requested on a form that is assemblin and sen g Generally,anyone who is paid to subject to the Paperwork Reduction Act the form the IRS . . . . . prepare a return must sign it and fill in the unless the form displays a valid OMB If u have c ments concerning the other blanks in the Paid Preparer Use control number. Books or records relating ac acy of th a time a tes or Only area of the return. to a form or its instructions must be s gestions f making is fo simpler, The paid preparer must: retained as long as their contents may would be ha t ear from ou. You • Sign the return in the space provided become material in the administration of can ite to the Int al Reve a Service, for the preparer's signature(a facsimile any Internal Revenue law.Generally,tax Tax Pr ucts Coordinating mmittee, signature is acceptable), returns and return information are SE:W:CA P:T:M:S, 11 Constitutio • Enter the preparer information,and confidential,as required by section 6103. Ave. NW, IR- 26, Washin n, DC • Give a copy of the return to the issuer. The time needed to complete a 20224. Do not nd the form t hi this form varies depending on in idual office. Instead,se here To Fil . Paperwork Reduction Act Notice. We circumstances.The estimated erage ask for the information on this form to time is: carry out the Internal Revenue laws of the United States. You are required to give us Page 6 of 6 ®2012 All Rights Ras ed.Printed In the U.S.A.06PF0006&SrJ W12 De Lage Landen Public Finance LLC ACCEPTANCE CERTIFICATE 1111O�d Eagle SokooRoad Wayne, PA1SO87 Ladies and Gentlemen: Re: Equipment Lease Purchase Agreement dated as of MARCH 1 . 20 n . between Do Lugn Landen Public Finance LLC,mo Lessor,and CITY OrmewT .au Lessee. In accordance with the Equipment Lease Purchase Agreement(the^ADoemont''). the undersigned Lessee hereby certifies and represents to,and agrees with Lessor uxfo||own� Y� All of the Equipment (as such term io defined in the Agreement) hambemndo|kmred. instaUedamfnmmptednnthmdatehoreo . 2, Lessee has conducted such inspection and/or tesfing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently ma|ntainmg1ho insurance coverage required by Section 7.02n1 the Agreement. 4. No event or condition that constitutes, or with notice of lapse of time, or both,would constitute,an Event of Default (as defined in the Agreement)exists at the date hereof. Lessee CITY OF KENT ale Ln WIWI (SEAL) � E,XHI IT B EQUIPMENT LEASE PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC LESSIE: CITY OF KENT LEASE NUMBER: 100-10131062 LEASE DATE MARCH 1 20 17 Dcscriplicn/Serial No lklodel No Location F 36 NEW 2017 CLUB CAR PRECEDENT Q EXCEL ELCTRIC GOLF CARS SEE ATTACHED FOR SERIAL NUMBERS 36 NEW 2017 CLUB CAR PRECEDENT Q EFI GAS GOLF CARS SEE ATTACHED FOR SERIAL NUMBERS 2 NEW 2017 CLUB CAR PRECEDENT Q EFI GAS MARSHAL CARS S/N S/N 2 NEW 2017 CLUB CAR CARRYALL 300 EF1 GAS UTILITY VEHICLES S/N S/N I NEW 2017 CLUB CAR CARRYALL 300 EF1 GAS RANGER PICKER S/N ........... a: Legal Name of I usee CITY CITY -INIT Signature i S Z5 Dale Lu Lu Pmil Name (LEASE MOT K SIGNPHY AU7 1 rR 7FO UH,',A!Y:1EY9E) Lu Name jf lxsm DE LAGE LANDEN PUBLIC FINANCE LLC z Lessof Signature Date se CIO pfirQ Name Tifle to CD 100-10131062 ct- t?W All RTjf1sRp.wwNJ Prrn(edinlreUS4 11PH)EC4alvi f0112 EXHIBIT A EQUIPMENT LEASE PURCHASE AGREEMENT Schedule of Rental Payments LESSOR: DE LADE LANDEN PUBLIC FINANCE LLC LESSEE: CITY OF KENT LEASE NUMBER: 1 00-1 01 31 062 LEASE DATE: MARCH 1 20 17 Rental Payment Number Date Renlall Payment Amount Inlcrost Portion Principal Porlian Balance Purchase Price 37 311/2020 7,988.00 565,54 7,422A6 205,320,74 209,427.15 38 4/1/2020 7,988.00 545.81 7,442 19 197,878.55 201,836,12 39 5/112020 7,988.00 526-03 7,461.97 190,416.58 194,224.91 40 611/2020 7,988.00 506-19 7,481.81 182,934.77 186,59147 41 7/1/2020 7,988.00 48630 7,501.70 175,433,07 178,941.73 42 8/1/2020 7,988.00 466.36 7,521.64 167,911.43 171,269.66 43 9/l/2020 7,988.00 446.36 7,541.64 160,369,79 163,577.19 44 10/112020 7,988.00 426.32 7,561.68 152,808.11 155,864.27 45 1111/2020 0.00 406.21 -406.21 153,214.32 156,278.61 46 12/112020 0,00 407.29 -407.29 153,621.61 156,694.04 47 111/2021 0.00 408.38 -408.38 154,029.99 157,11059 48 2/1/2021 0-00 409,46 -409,46 154,439.45 157,528.24 49 3/112021 154,850.00 41055 154,439.45 0.00 0.00 Grand Totals 410,466.00 32,551.03 377,914.97 0.00 cw r. in Lessee Signalure Dace:PTiflt Name: CL NQe 1 2 11 or 2 All Ripts Resurveri PrtrflKlin6[)eUSA CPF00CvW 1113 EXHIBIT A EQUIPMENT LEASE PURCHASE AGREEMENT Schedule of Rental Payments LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: CITY OF Kt NT LEASE NUMBER: 100-10131062 LEASE DATE: MARCH 1 20 17 Rental Payment Number Dale Rental Payment Amount Interest Portion Principal Portion Balance Purchase F'rice Loan 3/112017 0.00 0.00 0,00 377,914,97 0.00 1 3/11/2017 7,988,00 0.00 7,988,00 369,92697 377,325,51 2 4/112017 7,988.00 983.39 7,004.61 362,922.36 370,180.81 3 5/1/2017 7,98800 96477 7,023.23 355,899,13 363,017.11 4 6/1/2017 7,988.00 946.10 7,041.90 348,857.23 355,834.37 5 711/2017 7,988.00 927.38 7,060.62 341,796.61 348,632.54 6 8/1/2017 7,988.00 908.61 7,079.39 334,717,22 341,411.56 7 9/11/2017 7,98800 889.79 7,098.21 327,619.01 334,171.39 8 10/1/2017 7,988.00 870,92 7,117.08 320,501.93 326,911.97 9 11/1/2017 0.00 852,00 -852.00 321,353.93 327,781.01 10 12/11/2017 0.00 854,27 -85417 322,208.20 328,652-36 11 1/1/2018 0.00 856.54 -856.54 323,064.74 329,52!6.03 12 2/112018 0.00 858.81 -858.81 323,923,55 330,402.02 13 3/112018 7,988.00 861.10 7,126.90 316,79665 323,132.58 14 4/112018 7,988.00 842.15 7,145.85 309,650,80 31 5,843,82 15 511/2018 7,988.00 82316 7,164.84 302,485.96 308,535.68 16 6/112018 7,988.00 804.11 7,183.89 295,302.07 301,208.11 17 7/112018 7,988.00 785.01 7,202.99 288,099.08 293,861.06 18 8/1/2018 7,988,00 765.86 7,22214 280,876.94 286,49448 19 91112018 7,988.00 746.66 7,241.34 273,635.60 279,10831 20 10/11/2018 7,988.00 727,41 7,260,59 266,375,01 271,702,51 21 11/1/2018 0.00 708.11 -708.11 267,083.12 272,42478 22 1211/2018 0.00 710.00 -710.00 267,793.12 273,148.98 23 111/2019 0.00 711.88 -711.88 268,505.00 273,875.10 24 2/11/2019 0.00 713.78 -71378 269>218.78 274,603 16 25 3/1/2019 7,988.00 715.67 7,272,33 261,946.45 267,185.38 26 4/1/2019 7,988.00 6913,34 7,291,66 254,654,79 259,747.89 27 5/11/2019 7,988.00 676.96 7,311.04 247,343.75 252,290.63 28 6/1/2019 7,98800 657.52 7,330.48 240,01127 244,813.54 29 711/2019 7,98800 638.04 7,349.96 232,663.31 237,316.58 30 811/2019 7,988 00 618.50 7,369.50 225,293.81 229,799.69 31 9/11/2019 7,98800 598.91 7,389.09 217,904.72 222,262.81 32 10/1/2019 7,988.00 579.26 7,408.74 210,495.98 214,705.90 33 11/1/2019 0.00 559.57 -559.57 211,055.55 215,276.66 34 12/1/2019 0.00 561.06 -561.06 211,616.61 215,848.94 35 1/1/2020 0.00 562.55 -562.55 212,179.16 216,422.74 36 2/11/2020 0.00 564.04 -564.04 212,743.20 216,998.06 Sales w of K,04.91 The dates,interest rate and resulting,payments contained in the above amortization schedule are estimated based on the expected transaction funding timeframe. The Lessor will make every reasonable effort to maintain the payment terms presented above,however certain of these terms may need to be revised prior to closing. The interest rate offer made,by Lessor to Lessee is subject to indexation and may need to be,adjusted in the event financial market conditions change. If any such revisions are deemed necessary by Lessor(it its sole discretion),it is understood and agreed that a revised version of the amortization schedule reflecting these changes will be executed prior to closing sv Z' Lessee Signature: Dahe: t"Z Z";� Print flame: Ttle 0V 2 2013 Ali Rqjhn qesma Ponledm Ole U S A TX DCC 1750 1113 such rights. Lessor hereby assigns to Lessee during the Lease Term all warranties running from (e)Lessee shall(1)apply for or consent to the appointment of a receiver,trustee,custodian or Vendor to Lessor. Lessor hereby irrevocably appoints Lessee its agent and attomey-in-fact dur- liquidator of Lessee,or of all or a substantial part o1 the assets of Lessee,(if)be unable,fail or ing the Lease Term,so long as Lessee shall not be in default hereunder,to assert from time to time admit in writing its inability generally to pay its debts as they become due,(hi)make a general whatever claims and rights(including without limitation warranties)related to the Equipment that assignment for the benefit of creditors,(iv)have an order for relief entered against it under appli- Lessor may have against the Vendor. Lessee's sole remedy for the breach of any such warranty, cable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or petition or an answer indemnification or representation shall be against the Vendor,and not against Lessor. Any such seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law matter shall not have any effect whatsoever an the rights and obligations of Lessor with respect or any answer admitting the material allegations of a petition filed against Lessee in any bank- to this Agreement,including the right to receive full and timely payments hereunder. Lessee ruptcy,reorganization or insolvency proceeding;or expressly acknowledges that Lessor makes,and has made,no representations or warranties (f)An order,judgment or decree shall be entered by any court of competent jurisdiction, whatsoever as to the existence or availability of such warranties by any Vendor. 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 con- sent,and such order,judgment or decree shall continue unstayed and in effect for any period of ARTICLE X 30 consecutive days. Section 10.01. Purchase Option. Lessee shall have the option to purchase Lessor's interest in Section 12.02. Remedies on Default. Whenever any Event of Default exists,Lessor shall all(but not less than all)of the Equipment,upon giving written notice to Lessor at least 60(but not have the right,at its sole option without any further demand or notice,to take one or any combi- more than 180)days before the date of purchase,at the following times and upon the following terms: nation of the following remedial steps: (a)On any Rental Payment Date,upon payment in full of the Rental Payments and all other (a)By written notice to Lessee,Lessor may declare all Rental Payments and other amounts amounts then due hereunder plus the then applicable Purchase Price to Lessor;or payable by Lessee hereunderto the end of the then current Original Tenn or Renewal Term to be due; (b)In the event of substantial damage to or destruction or condemnation of substantially all (b)With or without terminating this Agreement,Lessor may enter the premises where the of the Equipment,on the day Lessee specifies as the purchase date in Lessee's notice to Lessor Equipment is located and retake possession of the Equipment or require Lessee at Lessee's of its exercise of the purchase option,upon payment in full of the Rental Payments and all other expense to promptly return arty or all of the Equipment to the possession of Lessor at a place spec- amounts then due hereunder plus(i)the Purchase Price designated on the Payment Schedule for died by Lessor,and sell or lease the Equipment or,for the account of Lessee, sublease the such purchase date 0 such purchase date is a Rental Payment Date or the Purchase Price for the Equipment,holding Lessee liable for the difference between(i)the Rental Payments and other immediately preceding Rental Payment Date if such purchase date is not a Rental Payment Date, amounts payable by Lessee hereunder plus the then applicable Purchase Price,and(ii)the net and(ii)it such day is not a Rental Payment Date,an amount equal to the portion of the interest proceeds of any such sale,lease or sublease(after deducting all expenses of Lessor in exercising component of the Rental Payment scheduled to come due on the following Rental Payment Date its remedies under this Agreement,including without limitation,all expenses of taking possession, accrued from the immediately preceding Rental Payment Date to such purchase date,computed storing,reconditioning and selling or leasing the Equipment and all brokerage,auctioneers'and on the basis of a 360-day year of twelve 30-day months, attomeys'fees);provided that the amount of Lessee's liability under this subparagraph(b)shall Upon the exercise of the option to purchase set forth above,title to the Equipment shall be not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining vested in Lessee,free and clear of any claim by or through Lessor. Rental Payments and other amounts payable by Lessee hereunder to the end of the then current Section 10M. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and fiscal year of Lessee;and determine that the Rental Payments hereunder during the Original Term and each Renewal Term c)Lessor may take whatever other action at law or in equity may appear necessary or desir- represent the fair value of the use of the Equipment and that the amount required to exercise able to enforce its rights as the owner of the Equipment. Lessee's option to purchase the Equipment pursuant to Section 10.01 represents,as of the end of In addition,Lessee will remain liable for all covenants and indemnities under this Agreement the Original Term or any Renewal Term,the fair purchase price of the Equipment. Lessee hereby and for all legal fees and other costs and expenses,including court costs,incurred by Lessor with determines that the Rental Payments do not exceed a reasonable amount so as to place Lessee respect to the enforcement of any of the remedies listed above or any other remedy available to under a practical economic compulsion to renew this Agreement or to exercise its option to pur- Lessor. Lessor may charge interest on all amounts due to it at the rate of 18%per annum or the chase the Equipment hereunder. In making such determinations,Lessee and Lessor have given maximum amount permitted by law,whichever is less. consideration to (a) the costs of the Equipment, (b) the uses and purposes for which the Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Equipment will be employed by Lessee,(c)the benefit to Lessee by reason of the acquisition and Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addi- instailation of the Equipment and the use of the Equipment pursuant to the terms and provisions tion to every other remedy given under this Agreement or now or hereafter existing at law or in of this Agreement,and(d)Lessee's option to purchase the Equipment. equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall 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 enti- ARTICLE XI tle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any Section 11.01.Assignment by Lessor. Lessor's interest in,to and under this Agreement and notice,other than such notice as may be required in this Article. the Equipment may,without notice to or the consent of Lessee,be assigned and reassigned in whole or in part to one or more assignees by Lessor. Lessee hereby appoints Municipal Registrar ARTICLE XIII Services(the"Registrar')as its agent for the purpose of maintaining a written record of each such Section 13.01. Notices. All notices,certificates or other communications hereunder shall assignment in form necessary to comply with Section 149(a)of the Code. No such assignment be sufficiently given and shall be deemed given when delivered or mailed by registered mail, shall be binding on Lessee until the Registrar has received written notice from Lessor of the name postage prepaid,to the parties at the addresses on the front of this Agreement(or at such other and address of the assignee. Lessee agrees to execute all documents,including chattel mortgages address as either party hereto shall designate in writing to the other for notices to such parry),to or financing statements that may be reasonably requested by Lessor or any assignee to protect any assignee at its address as it appears on the registration books maintained by Lessee. its interest in the Equipment and in this Agreement. Lessee shall not have the right to and shall Section 13.02. Binding Effect.This Agreement shall inure to the benefit of and shall be bind- not assert against any assignee any claim,counterclaim,defense,set-off or other right Lessee may ing upon Lessor and Lessee and their respective successors and assigns. from time to time have against Lessor. Section 13.03. Severebiifty. In the event any provision of this Agreement shall be held Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right,tide and invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate interest in,to and under this Agreement and in the Equipment may be assigned or encumbered by or render unenforceable any other provision hereof. Lessee forany reason,except that Lessee may sublease all or part of the Equipment if Lessee obtains Section 13.04. Entire Agreement. This Agreement constitutes the entire agreement the prior written consent of Lessor and an opinion of nationally recognized counsel in the area of tax between Lessor and Lessee. exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the Section 13.05.AmendmenTs.This Agreement may be amended in writing by Lessor and Lessee. exclusion of the interest components of the Rental Payments from gross income for federal income Section 13.06. Execution In Counterparts. This Agreement may be simultaneously execut- tax purposes. Any such sublease of ail or part of the Equipment shall be subject to this Agreement ed in several counterparts,each of which shall be an original and all of which shall constitute but and the rights of the Lessor in,to and under this Agreement and the Equipment. one and the same instrument. Section 13.07. Usury. The parties hereto agree that the charges in this Agreement shall not be a violation of usury or other law. Any such excess charge shall be applied in such order as to ARTICLE XII conform this Agreement to such applicable law. Section 12.01. Events of Default Defined. Subject to the provisions of Section 3.04,any of Section 13.08. Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW,LESSEE AGREES the fallowing shall be"Events of Default"under this Agreement: TO WAIVE ITS RIGHT TO A TRIAL BY JURY. (a)Failure by Lessee to pay any Rental Payment or other payment required to be paid here- Section 13.09. Facsimile Documentation. Lessee agrees that a facsimile copy of this under at the time specified herein; Agreement with facsimile signatures may be treated as an original and will be admissible as evi- (b)Failure by Lessee to observe and perform any covenant,condition or agreement on its part dence of this Agreement. to be observed or performed,other than as referred to in Section 12.01(a),for a period of 30 days Section 13.10. Captions. The captions or headings in this Agreement are for convenience after written notice,specifying such failure and requesting that it be remedied,is given to Lessee only and in no way define,limit or describe the scope or intent of any provisions or sections of by Lessor,unless Lessor shall agree in writing to an extension of such time prior to its expiration; this Agreement. provided,however,4 the failure stated in the notice cannot be corrected within the applicable peri- Section 13.11. Applicable Law. This Agreement shall be governed by and construed in od,Lessor will not unreasonably withhold its consent to an extension of such time it corrective accordance with the laws of the State. 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 this Agreement or its execution,delivery or performance shall prove to have been false,incorrect,misD. - cy leading or breached in any material respect on the date when made; La (d)Any provision of this Agreement shall at any time for any reason cease to be valid and o binding on Lessee,or shall be declared to be null and void,or the validity or enforceability there- p of shall be contested by Lessee or any governmental agency or authority if the loss of such pro- 0 vision would materially adversely affect the rights or security of Lessor,or Lessee shall deny that a it has any further liability or obligation under this Agreement; c Page 4 or 4 ©2013 All Rights Reserved Printed in the U S A 07PFD00045v2 1/13 _ ARTICLE IV _ used for a governmental or proprietary purpose of Lessee and,therefore,that the Equipment will Section 4.01.Rental Payments. Lessee shall pay Rental Payments,exclusively from legal- be exempt from all taxes and other similar charges. If the use,possession or acquisition of the ly available funds,in lawful money of the United States of America to Lessor an the dates and in Equipment is found to be subject to taxation in any form,Lessee will pay all taxes and govem- the amounts set forth on the Payment Schedule. Any Rental Payment not received on or before mental charges lawfully assessed or levied against or with respect to the Equipment. Lessee shall its due date shall bear interest at the rate of 18%per annum or the maximum amount permitted pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee by law,whichever is less,from its due date. As set forth on the Payment Schedule,a portion of shall pay such taxes and charges as the same become due;provided that,with respect to arty such each Rental Payment is paid as,and represents payment of,interest. taxes and charges that may lawfully be paid in installments over a period of years,Lessee shall be Section 4.02. Rental Paymerds to Consfita a Current Expense of Lessee. The obligation obligated to pay only such installments that accrue during the Lease Term. of Lessee to pay Rental Payments hereunder shall constitute a current expense of lessee,and do Section 7.02. Insurance. At its own expense,Lessee shall maintain(a)casualty insurance not constitute a mandatory payment obligation of Lessee in any fiscal year beyond the then cur- insuring the Equipment against loss or damage by fire and all other risks covered by the standard rent fiscal year of Lessee. Lessee's obligation hereunder shall not in any way be construed to be extended coverage endorsement then in use in the State and any other risks reasonably required a debt of Lessee in contravention of any applicable constitutional or statutory limitation or require- by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment,(b) ment concerning the creation of indebtedness by Lessee,nor shall anything contained herein con- liability insurance that protects Lessor from liability in all events in form and amount satisfactory stitute a pledge of the general credit,tax revenues,funds or moneys of Lessee. to Lessor,and(c)workers'compensation coverage as required by the laws of the State;provided Section 4.03. Rental Payments To Be Unconditional. EXCEPT AS PROVIDED IN SECTION that,with Lessor's prior written consent,Lessee may self-insure against the risks described in 3.04,THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND clauses(a)and(b). All insurance proceeds from casualty losses shall be payable as hereinafter OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE provided. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT,DIMINUTION,DEDUC- Lease Term. All such casualty and liability insurance shall be with insurers that are acceptable to TION,SET OFF OR DEFENSE,FOR ANY REASON,INCLUDING WITHOUT LIMITATION ANY FAIL- Lessor,shall name Lessor as a loss payee and an additional insured,respectively,and shall con- URE OF THE EQUIPMENT TO BE DELIVERED OR INSTALLED,ANY DEFECTS,MALFUNCTI0NS, tain a provision to the effect that such insurance shall not be cancelled or modified materially with- BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT,CONDEMNATION OR out first giving written notice thereof to Lessor at least ten days in advance of such cancellation or UNFORESEEN CIRCUMSTANCES. modification. All such casualty insurance shall 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 shall fail to either maintain the insurance ARTICLE required by this Agreement, pay the taxes or charges required to be paid by it under this Section 5.01. Delivery,Installation and Acceptance of the Equipment. Lessee shall order the Agreement or keep the Equipment in good repair and working order,Lessor may,but shall be Equipment,cause the Equipment to be delivered and installed at the location specified on the front of under no obligation to,purchase the required policies of insurance and pay the cost of the premi- this Agreement and pay any and all delivery and installation costs in connection therewith.When the ums thereof,pay such taxes and charges and maintain and repair the Equipment and pay the cost Equipment has been delivered and installed,Lessee shall immediately accept the Equipment and evi- thereof. All amounts so advanced by Lessor shall become additional rent for the then current dense said acceptance by eweculirng and delivering to Lessor an acceptance certificate acceptable to Original Tenn or Renewal Term. Lessee agrees to pay such amounts with interest thereon from Lessor.Ante it has been installed,the Equipment will not be moved from the location specified on the the date paid at the rate of 12%per annum or the maximum permitted by law,whichever is less. front of this Agreement without Lessor's consent,which consent shall not be unreasonably withheld. Section 7.04.Financial Information. Lessee will annually provide Lessor with current finan- Section 5.02. Enjoyment of Equipment. Lessee shall peaceably and quietly have and hold dal statements,budgets,proofs of appropriation for the ensuing fiscal year and such other finan- and enjoy the Equipment during the Lease Term,without suit,trouble or hindrance from Lessor, dal information relating to the ability of Lessee to continue this Agreement as may be requested except as otherwise expressly set forth in this Agreement. by Lessor. Section 5.03. Right of Inspection. Lessor shall have the right at all neasonablee times dur- Section 7.05. Release and Indemnification. To the extent permitted by law,Lessee shall ing regular business hours to enter into and upon the property of Lessee for the purpose of indemnify,protect and hold harmless Lessor from and against any and all liability,obligations,Ioss- inspecting the Equipment. es,claims and damages whatsoever,regardless of cause thereof,and expenses in connection there- Section 5.04. Use and Maintenance of the Equipment. Lessee will not install,use,operate with(including,without limitation,counsel fees and expenses and any federal income tax and inter- or maintain the Equipment improperly,carelessly,in violation of any applicable law or in a man- est and pertaities connected therewith imposed on interest received) arising out of or as the result ner contrary to that contemplated by this Agreement. Lessee shall obtain all permits and licens- of(a)the entering into this Agreement,(b)the ownership of any item of the Equipment,(c)the man- es,it any,necessary for the installation and operation of the Equipment. In addition,Lessee shall ufacbnring,ordering,acquisition,use,operation,condition,purchase,delivery,rejection,storage or comply in all respects with all applicable laws,regulations and rulings of any legislative,executive, return of any item of the Equipment,(d)arty accident in connection with the operation,use,condi- administrative or judicial body;provided that Lessee may contest in good faith the validity or appli- lion,possession,storage or return of any item of the Equipment resulting in damage to property or cation of any such law,regulation or ruling in any reasonable manner that does not,in the opin- injury or death to any person or(e)the breach of any covenant herein or arty material misrepresen- ion of Lessor,adversely affect the interest of Lessor in and to the Equipment or its interest or rights tation contained herein.The indemnification arising under this paragraph shall continue in full force under this Agreement. Lessee agrees that it will,at Lessee's own cost and expense,maintain,pre- and effect notwithstanding the full payment of all obligations under this Agreement or the termina- serve and keep the Equipment in good repair,working order and condition. If requested to do so tion of the Lease Term for any reason. by Lessor,Lessee will enter into a maintenance contract for the Equipment with Vendor. LESSOR SHALL HAVE NO RESPONSIBILITY TO SERVICE, MAINTAIN, REPAIR OR MAKE IMPROVE- MENTS OR ADDITIONS TO THE EQUIPMENT. LESSEE SHALL MAKE ALL CLAIMS FOR SERVICE ARTICLE Vill OR MAINTENANCE SOLELY TO THE VENDOR AND SUCH CLAIMS WILL NOT AFFECT LESSEE'S Section 8.01. Risk of Lass. Lessee assumes,from and including the Commencement Date, OBLIGATION TO MAKE ALL REQUIRED RENTAL PAYMENTS. all risk of loss of or damage to the Equipment from any cause whatsoever No such loss of or dam- age to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Rental Payments or to perform arty other obligation under this Agreement. ARTICLE VI Section 8.02. Damage,Destruction and Condemnation. 9(a)the Equipment or any por- Seclion 6.01. Title to the Equipment. During the Lease Term,title to the Equipment shall lion thereof is destroyed,in whole or in part,or is damaged by fire or other casualty,or(b)title to, vest in Lessee,subject to the rights of Lessor under this Agreement;provided that title shag there- or the temporary use of,the Equipment or any part thereof or the interest of Lessee or Lessor in after immediately and without any action by Lessee vest in Lessor,and Lessee shall immediately the Equipment or any part thereof shall be taken under the exercise of the power of eminent surrender possession of the Equipment to Lessor upon(a)any termination of this Agreement domain by any governmental body or by any person,firm or corporation acting under govern- other than termination pursuant to Section 10.01,or(b)the occurrence of an Event of Default. It mental authority,Lessee and Lessor will cause the Net Proceeds of any insurance claim or con- is the intent of the parties hereto that any transfer of fife to Lessor pursuant to this Section shall demnation award to be applied to the prompt replacement,repair,restoration,modification or occur automatically without the necessity of any bill of sale,certificate of title or other instrument improvement of the Equipment,unless Lessee shall have exercised its option to purchase the of conveyance. Lessee shall,nevertheless,execute and deliver arty such instruments as Lessor Equipment pursuant to Section 10.01.Any balance of the Net Proceeds remaining after such work may request to evidence such transfer. Lessee irrevocably designates,crakes,constitutes and has been completed shall be paid to Lessee. appoints Lessor and its assignee as Lessees true and lawful attorney(and agent in-tact)with Section 8.03. Insufficiency of Not Proceeds. If the Net Proceeds are insufficient to pay in power,at such time of termination or times thereafter as Lessor in its sole and absolute discretion full the cost of any repair,restoration,modification or improvement referred to in Section 8.01, may determine,in Lessee's or Lessor's or such assignee's name,to endorse the name of Lessee Lessee shall either(a)complete such replacement,repair,restoration,modification or improve- upon any bill of sale,document,instrument,invoice,freight bill,bill of lading or similar document ment and pay any costs thereof in excess of the amount of the Net Proceeds,or(b)purchase relating to the Equipment in order to vest title in Lessor and transfer possession to Lessor. Lessor's interest in the Equipment pursuant to Section 10.01. The amount of the Net Proceeds,it Section 6.02. Security Interest.To secure the payment of all of Lessee's obligations under this any,remaining after completing such repair,restoration,modification or improvement or after pur- Agreement,Lessor retains a security interest constituting a first lien on the Equipment and proceeds chasing the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant therefrom. Lessee agrees to execute such additional documents,in form satisfactory to Lessor,that to this Section,Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessor deems necessary or appropriate to establish and maintain its security interest Lessee agrees Lessee be entitled to any diminution of the amounts payable under Article IV. that financing statements may be filed with respect to the security interest in the Equipment. Section 6.03. Personal Property. lessor and Lessee agree that the Equipment is and will remain persorW property. The Equipment will not be deemed to be affixed to or a part of the real ARTICLE IX estate on which it may be situated,notwithstanding that the Equipment or any part thereof may be Se an 9.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRE- or hereafter become in any manner physically affixed or attached to such real estate or any building SENTATION, EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MER- thereon. Upon the request of Lessor,Lessee will,at Lessee's expense,furnish a waiver of arty inter- CHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPOSE OF THE EQUIPMENT OR est in the Equipment from any parry having an interest in any such real estate or building. AGAINST INFRINGEMENT,OR ANY OTHER WARRANTY OR REPRESENTATION WITH RESPECT THERETO. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL,INCIDENTAL,INDI- RECT,SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF ARTICLE VII THIS AGREEMENT OR THE EXISTENCE,FURNISHING,FUNCTIONING OR LESSEE'S USE OR Section 7.01. Liens,Tares,Other Governmental Charges and tltitrty Charges. Lessee MAINTENANCE OF ANY EQUIPMENT OR SERVICES PROVIDED FOR IN THIS AGREEMENT. shall keep the Equipment free and dear of all liens,charges and encumbrances,except those cre- Section 9.92, Vendors Warrardies. Lessee may have rights under the contract evidencing ated under this Agreement. The parties to this Agreement contemplate that the Equipment will be the purchase of the Equipment;Lessee is advised to contact the Vendor for a description of any Page 3 or 4 ARTICLE I or any other document,agreement or certificate which is used or contemplated for use in the con- Section 1.01. Oefinftions. The following terms will have the meanings indicated below summation of the transactions contemplated by this Agreement or materially adversely affect the unless the context clearly requires otherwise: financial condition or properties of Lessee. "Agreement"means this Equipment Lease Purchase Agreement and any other schedule, (j)All authorizations,consents and approvals of governmental bodies or agencies required in exhibit or escrow agreement made a part hereof by the parties hereto,together with any amend- connection with the execution and delivery by the Lessee of this Agreement or in connection with ments to the Agreement. the carrying out by the Lessee of its obligations hereunder have been obtained. "Code"means the Internal Revenue Code of 1986,as amended. (k)The entering into and performance of this Agreement or any other document or agreement "Commencement Date"is the date when the term of this Agreement and Lessee's obliga- contemplated hereby to which the Lessee is or is to be a party will not violate any judgment,order, tion to pay rent commence, which date shall be the earlier of (i) the date on which the law or regulation applicable to the Lessee or result in any breach of,or constitute a default under, Equipment is accepted by Lessee in the manner described in Section 5.01,or(H)the date on or result in the creation of any lien,charge,security interest of other encumbrance on any assets which sufficient moneys to purchase the Equipment are deposited by Lessor for that purpose of the Lessee or the Equipment pursuant to any indenture,mortgage,deed of trust,bank loan or with an escrow agent. credit agreement or other instrument to which the Lessee is a party or by which it or its assets "Equipment"means the property described on the front of this Agreement,and all replace- may be bound,except as herein provided. ments,substitutions,repairs,restorations,modifications,attachments,accessions,additions and (1)The Equipment described in this Agreement is essential to the function of the Lessee or to improvements thereof or thereto. the service Lessee provides to its citizens. The Lessee has an immediate need for,and expects to "Event of Default"means an Event of Default described in Section 12.01. make immediate use of,substantially all the Equipment,which need is not temporary or expected "Issuance Year"is the calendar year in which the Commencement Date occurs. to diminish in the foreseeable future. The Equipment will be used by Lessee only for the purpose "Lease Term"means the Original Term and all Renewal Terms,but ending on the occurrence of performing one or more of Lessee's governmental or proprietary functions consistent with the of the earliest event specified in Section 3.02. permissible scope of Lessee's authority and will not be used in the trade or business of any other "Lessee"means the entity described as such on the front of this Agreement,its suc- entity or person. cessors and its assigns. (m)Lessee will comply with all applicable provisions of the Code,including without limitation "Lessor"means the entity described as such on the front of this Agreement,its successors and Sections 103 and 148 thereof,and the applicable regulations of the Treasury Department to main- its assigns. tain the exclusion of the interest components of Rental Payments from gross income for purpos- "Mtaidnaim Lease Term"means the Original Term and all Renewal Terns through the Renewal es of federal income taxation. Term including the last Rental Payment date set forth on the Payment Schedule. (n)Lessee has never failed to appropriate or otherwise make available funds sufficient to pay "Not Proceeds"means the amount remaining from the gross proceeds of any insurance claim rental or other payments coming due under any lease purchase,installment sale or other similar or condemnation award after deducting all expenses(including attomeys'fees)incurred in the col- agreement. faction of such claim or award. Section 2.02. Certification as to Artlitrage. Lessee hereby represents as follows: "Original Term"means the period from the Commencement Date until the end of the fiscal year (a)The estimated total costs of the Equipment will not be less than the total principal portion of Lessee in effect at the Commencement Date. of the Rental Payments. "Payment Schedule"means the schedule of Rental Payments and Purchase Price set forth on (b)The Equipment has been ordered or is expected to be ordered within six months of the Exhibit A Commencement Date,and the Equipment is expected to be delivered and installed,and the Vendor "Purchase Price"means the amount set forth on the Payment Schedule as the Purchase fully paid,within one year of the Commencement Date. Price for the Equipment. (c)Lessee has not created or established,and does not expect to create or establish,any sink- "Renewal Terms"means the optional renewal terms of this Agreement,each having a due- ing fund or other similar fund (i)that is reasonably expected to be used to pay the Rental lion of one year and a term co-extensive with Lessee's fiscal year. Payments, or(H)that may be used solely to prevent a default in the payment of the Rental "Rental Payment Period"means the period beginning an the day a Rental Payment is due Payments. and ending the day before the next Rental Payment is due, The first Rental Payment Period shall (d)The Equipment has not been and is not expected to be sold or otherwise disposed of by begin on the Commencement Date in all cases. If Rental Payment Periods are monthly,subse- Lessee,either in whole or in major part,prior to the last maturity of the Rental Payments. quent Rental Payment Periods shall begin on the same day of each month after the (e)To the best of our knowledge,information and belief,the above expectations are reasonable. Commencement Date. If Rental Payment Periods are quarterly, subsequent Rental Payment Periods shall begin on the same day of each third month after the Commencement Date. If Rental Payment Periods are semiannual,subsequent Rental Payment Periods shall begin on the same ARTICLE III day of each sixth month after the Commencement Date. If Rental Payment Periods are annual, Section 3.01. Leased Equipment. Lessor hereby demises,leases and lets the Equipment to subsequent Rental Payment Periods shall begin on the anniversary of the Commencement Date Lessee,and Lessee rents,leases and hires the Equipment from Lessor,in accordance with the gro- in each year. If the Commencement Date is the 29th,30th,or 31 st day of a month,any subse- visions of this Agreement,for the Lease Term.The Original Term of this Agreement shall commence quent Rental Payment Period that would otherwise begin on the 29th,30th or 31 st of a month that on the Commencement Date and shall terminate on the last day of Lessee's current fiscal year. The does not include such a date shall begin on the last day of the month. Lease Term may be continued at the end of the Original Term or any Renewal Tenn for an addition- "Rental Payments" means the basic rental payments payable by Lessee pursuant to al Renewal Term up to the Maximum Lease Term;provided,however,that at the end of the Original Section 4.01. Term and at the end of each Renewal Term until the Maximum Lease Term has been completed, "State"means the state in which Lessee is located. Lessee shall be deemed to have continued this Agreement far the next Renewal Tern unless Lessee "Vendor"means the manufacturer of the Equipment as well as the agents or dealers of the shall have terminated this Agreement pursuant to Section 3.04 or Section 10.01.The terms and con- manufacturer from whom Lessor purchased or is purchasing the Equipment,as listed on the front ditions during any Renewal Term shall be the same as the terms and conditions during the Original of this Agreement. Term,except that the Rental Payments shall be as provided in the Payment Schedule. Section 3.02. Termination of Lease Term. The Lease Term shall terminate upon the earli- est of any of the following events: ARTICLE II (a)the expiration of the Original Term or any Renewal Term and the nonrenewal of this Section 2.D1. Representations and Covenants of Lessee. Lessee represents,warrants and Agreement in the event of nonappropriation of funds pursuant to Section 3.04; covenants for the benefit of Lessor as follows: (b)the exercise by Lessee of the option to purchase the Equipment under Article X and pay- (a)Lessee is a municipal corporation and political subdivision duly organized and existing ment of the Purchase Price and all amounts payable in connection therewith; under the constitution and laws of the State. Lessee will do or cause to be done all things to pre- (c)a default by Lessee and Lessor's election to terminate this Agreement under Article XII;or serve and keep in full farce and effect its existence as a body corporate and politic. Lessee is a (d)the payment by Lessee of all Rental Payments authorized or required to be paid by Lessee political subdivision of the State within the meaning of Section 103(a)of the Code or a constitut- hereunder during the Maximum Lease Term. ed authority authorized to issue obligations on behalf of a state or local governmental unit within Section 3.03. Continuation of Lease Term. Lessee currently intends,subject to Section the meaning of the regulations promulgated pursuant to said Section al the Code. 3.04,to continue the Lease Term through the Original Term and all of the Renewal Terms and to (b)Lessee is authorized under the constitution and laws of the State to enter into this Agreement pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds in an and the transaction contemplated hereby and to perform all of its obligations hereunder, amount sufficient to make all Rental Payments during the Original Tenn and each of the Renewal (c)Lessee has been duly authorized to execute and deliver this Agreement by proper action and Terms can be obtained.The responsible financial officer of Lessee shall do all things lawfully with- approval of its governing body at a meeting duly called,regularly convened and attended through- in his or her power to obtain and maintain funds from which the Rental Payments may be made, out by a requisite majority of the members thereof or by other appropriate official approval. including making provision for such Rental Payments to the extent necessary in each proposed (d)This Agreement constitutes the legal,valid and binding obligation of the Lessee enforce- annual budget submitted for approval in accordance with applicable procedures of Lessee and to able in accordance with its terms,except to the extent limited by applicable bankruptcy,insohcen- exhaust all available reviews and appeals in the event such portion of the budget is not approved. cy,reorganization or other laws affecting creditors'rights generally. Notwithstanding the foregoing,the decision whether or not to budget or appropriate funds or to (e)No event or condition that constitutes,or with the giving of notice or the lapse of time or extend this Agreement for any Renewal Term is solely within the discretion of the then current gov- both would constitute,an Event of Default exists at the Commencement Date. eming body of Lessee. (f)Lessee has,in accordance with the requirements of law,fully,budgeted and appropriated Section 3.04. Nonappropriafion. Lessee is obligated only to pay such Rental Payments sufficient funds for the current fiscal year to make the Rental Payments scheduled to come due under this Agreement as may lawfully be made from funds budgeted and appropriated for that during the Original Term and to meet its other obligations for the Original Term,and such funds purpose during Lessee's then current fiscal year. In the event sufficient funds shag not be appro- have not been expended for other purposes. priated or are not otherwise legally available to pay the Rental Payments required to be paid in the (g)Lessee will do or cause to be done all things necessary to preserve and keep in full force next occurring Renewal Term,as set forth in the Payment Schedule,this Agreement shall be and effect its existence as a body corporate and politic. deemed to be terminated at the end of the then current Original Term or Renewal Term. Lessee (h)Lessee has complied with such public bidding requirements as may be applicable to this agrees to deliver written notice to Lessor of such termination at least 90 days prior to the end of Agreement and the acquisition by Lessee of the Equipment hereunder. the then current Original Term or Renewal Term,but failure to give such notice shall not extend (i)There is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or the Lease Term beyond such Original Tenn or Renewal Term. If this Agreement is terminated in by any court,public board or body,pending or threatened against or affecting the Lessee,nor to accordance with this Section,Lessee agrees,at Lessee's cost and expense,to peaceably deliver the best knowledge of the Lessee is there any basis therefor,wherein an unfavorable decision,rul- the Equipment to Lessor at the location or locations specified by Lessor. ing or finding would materially adversely affect the transactions contemplated by this Agreement Page 2 of 4 Be L,age Lan en Public Finance LLC Equipment Lease Purchase Agreement 1111 Old Eagle School Road DATED: MARCH 1 20 17 Wayne, PA 1,9087 Fi,lf,Coll: CITY OF KENT 2-53-856--519.2 DBA Nalm if I ar"y) allilig ty slate I'll 220 4TH AVENUE SOUTH KENT WA 98032 PLEASE SEE EQUIPMENT DESCRIPTION AS"'EXHIBIT 13" ... ........ Equlilrlcrr I rx-alloll(11 nol saffle as 3W VO ... ......... . City Slate - Zip ..........- ve,nov Name 8ertal PayinCri 11cii,od, THERMOKING NORTHWEST 10olal NlyalerllS Malt tf MdC in acxcrdarce with SBcrirri 4 01 and Ille Address Schiduia ul Ricfltai Payimvils an O Kraci hefeto as EN A 915 CENTRAL AVE S -lr-_ KENT WA 98032 Arhually --- .......... TERMS&CONDITIONS THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON THE FOLLOWING PAGES,INCLUMING ANY EXHIBITS A]""TACHIED HERETO,SHALL FOR ALL PURPOSES HAVE RE SAME EFFECT AS IF SET FORTH HERE.IN WITNESS OF,Lessor and Lessee have caused this Agreement to be executed in their name by their duty authorized representatives as of the date wriften above. Lasso[ Lessee BE LADE LANDEN PUBLIC FINANCE LLC Q I'TY OF-KSWr ZiTiEle ,e— .. ...................... ...................... ea i tease 100-10131062 AreV V-o mot Title ir (Terms and Conditions continued on the reverse slue of this Agreement CERTIFICATE OF CLERK OR SECRETARY OF LESSEE L the d ' d d hereby certify that the officer of Lessee vitro execute the foregoing Agreement on behalf of Lessee and whose genuine signature appears[hereon,is the duly qualified and acting uncin"9"_'W� on"officer of L,,,, staled beneath his or her sigrild has been thol to execute the foregon-ig Agreement on behalf of Lessee. 7 SiGNATURE 11 As legal counsel of Lessee I have examined(a)the Agreement,whicb,among other things provides for the sal&4,; td. dlbalse-by the Lessee of the Equipment,(b)an executed counterpart of the ordinance or resolution of Lessee which,among other things,authorizes Lessee to execute the Agreement and(c)such other opinions,documents and matters of law as I have deemed necessary in connection with the following opinions.Based on the foregoing,I am of the following opinions: (1)Lessee is a public body corporate and politic,duly organized and existing under the laws of the State,and has a substantial amount of one or more of the lollowling sovereign powers:(a)the power to tax,(b)the power of eminent domain,and(c)police dowel(2)Lessee has the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement;l3)the Agreement and the other documents either attached thereto or required therein have been duly authorized,approved and executed by and on behalf of Lessee,and the Agreement is a vatid and binding obligation of Lessee enforceable In accor- dance with its terms,except to the extent limited by applicable bankruptcy,insolvency,reorganization or other laws affecting creditor's rights generally:(4)the authorization,approval and execution of the Agreement and all other proceedings of Lessee relating to The transactions contemplated thereby have been performed in accordance with all open meeting laws,public lblddng laws and all other applicable stale and federal laws;and(5)there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that,if adversely deter- mined,would a yersely affect the transactions contemplated by the Agreement or the security interest of Lessor or its assigns,as the case may be,n the Equipment.All cap1alized terms herein shall have the sa meanings as in the Agreement.Lessor,its successors and assigns,and any counsel rendering an opinion on the tax-exempt status of the interest components of Rental Payments are entitled to e o thus opinion IN oon q, SUE, lip ................. DOCUMENTATION INSTRUCTIONS FOR LEASE NUMBER 100-1 01 31 062 The instructions listed below should be followed when completing the enclosed documentation. Documentation completed improperly will delay funding. If you have any questions regarding the instructions or the documentation,please call us. EXCEPT AS NOTED,ALL SIGNATURES MUST BE BY THE PERSON OR PERSONS AUTHORIZED IN LESSEE'S RESOLUTION. I. EQUIPMENT LEASE PURCHASE AGREEMENT a. Terms and Conditions • Print name,title,sign and date • Another authorized officer must attest the signature—must be signed by other than lease signor b. Certificate of Clerk or Secretary • Date,sign and type in name and title(authorized officer other than lease signor) c. Opinion of Counsel • Lessee's legal counsel must sign,date and type in their name,the name of the firm,address and telephone number. II. EXHIBIT A—SCHEDULE OF RENTAL PAYMENTS • Print name,title,sign and date III. EXHIBIT B—EQUIPMENT DESCRIPTION—(WHEN PROVIDED) • Print name,title,sign and date IV. TAX DESIGNATION AND COVENANTS The purpose of this document is to determine if the Tax-Exempt Lease Purchase Agreement meets the requirements for"Bank Qualification"under Section 265(b)(3)(B) of the Internal Revenue Code. How the Lessee answers the questions will not impact the current transaction; however, it does allow for proper categorization of the obligation and accurate reporting to the Internal Revenue Service. • Initial the appropriate blanks on Item#2 and Item#3 • Print name,title,sign and date • Certificate of Clerk-Sign and print name and title(authorized officer other than lease signor) V. STATE SPECIFIC ADDENDA—Required for: AR, AZ, CO, FL, GA, KS, LA, MI, MN, NC, NJ, NY, OH, OK, and TX • Print name,title,sign and date. Attest where required VI. ACCEPTANCE CERTIFICATE—PLEASE RETAIN UNTIL ALL EQUIPMENT HAS BEEN RECEIVED AND IS IN FULL WORKING ORDER • Print name,title,sign and date VII. 8038- IRS FORM The enclosed 8038 G or GC Form is a SAMPLE only. The actual 8038G or GC will be completed and sent to you for your signature after closing,with instructions to return the original to us at your earliest convenience. This is being done in accordance with Internal Revenue Service regulations. Vill. ADDITIONAL DOCUMENTATION THAT MUST BE SENT PRIOR TO FUNDING—(WHEN APPLICABLE): Insurance Certificate for Property—List DE LAGS LANDEN PUBLIC FINANCE LLC and/or Its Assigns as"loss payee"to the address listed below.The certificate must also show the physical address where the equipment is located or the phrase"throughout juris- diction"may be used. Must also list amount being financed. 1�Insurance Certificate for Liability—List DE LAGE LANDEN PUBLIC FINANCE LLC and/or Its Assigns as"additional insured. ❑ Resolution of goveming body approving the purchase of the equipment and the resolution ratifying the financing.(Note:If the purchase resolution and financing were done in one resolution that is sufficient.) i Vendor invoice listing customer as both bill to and ship to party(to be provided by vendor) ❑ Advance payment check made payable to V Completed Billing Information form ❑ State sales tax exemption certificate Original documents C ALL DOCUMENTATION SHOULD BE RETURNED TO: Lease Processing Center, 1111 Old Eagle School Road,Wayne, PA 19087 • 800-736-0220 0 Attn: SUZANNE MISTRETTA 10 Email: SMISTRTT EA@LEASEDIRECT.COM o C2013 All Rights Reserved Printed in the USA OFF D00081v0 t2/13 REQUEST FOR MAYOR'S SIGNATURE • Print on Cherry-Colored Paper KENT WAtlhINaraN Routing Information: (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) � APPrdved by Dfnectoffr W Originator:, Phone (Originator): _ �.-�-�-:,P�t����er�e�-�-- - ,2�3-856: 5190 Date:Sent: i 7 Date Required; �� Return Signed Document to: Contract Termination Date: ate Petersen 02/28/21 VENDOR NAME: l� R�U Date Finance Notit•ted: ThermoKing Northwest (only required on contracts 1�2/13 16 120,000 and over or-on any Grant DATE OF COUNCIL APPROVAL: i Date Risk Manager Notified:12 13 16 12/13/16 R uired on Non Standard Contracts A �ments Has this Document been Specificall Account Number:48006855.64510.5755 Authorized in the Budge ? • YES NO .Brief Explanation.of Document: Lease agreement with Perfect Drive God Utility Vehicles for. 4 years to begin March 1, 2017 and acQragrxa.ence.February W 2021. Lease includesn36=Club Car Electric Cars, 3,6-Club Car Gas Cars, 2-Gas Marshal Cars, 2-Gas Utility Carts. and 1-Gas Driving Range; Picker Cart. rst Be Routed Through The Law Department"11RP"E& ReceiVedtEB 2917 (This area to be completed by Depa ,ent) Approval-of taw Dept- Law Det CDi ments vv tt O Date Shaded Areas To Be Complet y d inistratio» Received: r e Recammetrdatrorxs at}�'Cr�mrnents' F� DOf ate:Retli#r�e CrrY OP KENf' ' GITY CLERK PVC445t r&ivvI te fvlty e VA cry -