HomeMy WebLinkAbout16-17 Resolution No. 16-17
RESOLUTION
AUTHORIZING EXECUTION OF A LEASE-PURCHASE AGREEMENT AND
AMENDMENT TO LEASE-PURCHASE AGREEMENT WITH PNC EQUIPMENT
FINANCE, LLC REGARDING THE LEASE/PURCHASE OF
GOLF CARS, GAS GOLF CARS AND GAS VEHICLES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a Lease-
Purchase Agreement and Amendment to Lease-Purchase Agreement on behalf of the City of
Elgin with PNC Equipment Finance, LLC regarding the lease/purchase of golf cars, gas golf cars
and gas vehicles at The Highlands of Elgin and Wing Park Golf Course, a copy of which is
attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: February 10, 2016
Adopted: February 10, 2016
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
E04
Lease-Purchase Agreement Dated as of February 10,2016
Lease Number: 194360000
Lessor: PNC Equipment Finance,LLC
995 Dalton Avenue
Cincinnati,OH 45203
Lessee: LESSEE FULL LEGAL NAME FEDERAL TAX ID
City of Elgin, IL 366005862
150 Dexter Ct
Elgin,IL 60120
Equipment See attached Certificate of Acceptance for Equipment Description
Description
Rent Lease Term is for 60 months,with 10(Ten)monthly payments in the amount of$31,316.88 due in May and October of
Payment each year followed by 1 (One)payment in the amount of$84,600.00;as listed in the Schedule of Payments attached
Schedule hereto and made a part hereof.
Lessee shall pay Rent payments exclusively from legally available funds in U.S.currency to Lessor in the amounts and on the
dates set forth herein,without notice or demand.
TERMS AND CONDITIONS
1. LEASE. Subject to the terms of this Lease,Lessee agrees to lease from Lessor the equipment(the"Equipment")described in the attached Certificate of
Acceptance when Lessor accepts this Lease. Lessee agrees to be bound by all the terms of this Lease.
2. DELIVERY AND ACCEPTANCE OF EQUIPMENT. Acceptance of the Equipment occurs upon delivery. When Lessee receives the Equipment,
Lessee agrees to inspect it and to verify by telephone or in writing such information as Lessor may require. Delivery and installation costs are Lessee's
responsibility. if Lessee signed a purchase contract for the Equipment,by signing this Lease Lessee assigns its rights,but none of its obligations under the
purchase contract,to Lessor.
3. RENT. Lessee agrees to pay Lessor Rent(plus applicable taxes) in the amount and frequency stated above. If Lessee's Rent payments are due in
Advance,Lessee's first Rent payment is due on the date Lessee accepts the Equipment under the Lease. Lessor will advise Lessee as to(a)the due date of
each Rent payment,and(b)the address to which Lessee must send payments. Rent is due whether or not Lessee receives an invoice from Lessor. Lessee
will pay Lessor any required advance rent when Lessee signs this Lease. Lessee authorizes Lessor to change the Rein by not more than 15%due to
changes in the Equipment configuration,which may occur prior to Lessor's acceptance of this Lease. Restrictive endorsements on checks Lessee sends to
Lessor will not reduce Lessee's obligations to Lessor. Unless a proper exemption certificate is provided,applicable sales and use taxes will be added to
the Rent.
NON-APPROPRIATION OF FUNDS. Lessee intends to remit all Rent and other payments to Lessor for the full Lease Term if fields are legally
available. In the event Lessee is not granted an appropriation of funds at any time during the Lease Tenn for the Equipment subject to this Lease and
operating funds are not otherwise available to Lessee to pay the Rent and other payments due and to become due under this Lease,and there is no other
legal procedure or available funds by or with which payment can be made to Lessor,and the non-appropriation did not result from an act or omission by
Lessee,Lessee shall have the right to return the Equipment in accordance with Section 16 of the Lease and terminate this Lease on the last day of the
fiscal period for which appropriations were received without penalty or expense to Lessee,except as the portion of Rent for which funds shall have been
appropriated and budgeted. At least 30 days prior to the end of Lessee's fiscal year,Lessee's chief executive officer(or legal counsel)shall certify in
writing that(a)funds have not been appropriated for the upcoming fiscal period,(b)such non-appropriation did not result from any act or failure to act by
Lessee,and(c)Lessee has exhausted all funds legally available for the payment of Rent.
4. UNCONDITIONAL OBLIGATION. LESSEE AGREES THAT IT IS UNCONDITIONALLY OBLIGATED TO PAY ALL RENT AND ANY
OTHER AMOUNTS DUE UNDER THIS LEASE IN ALL FISCAL YEARS IN WHICH FUNDS HAVE BEEN APPROPRIATED NO
MATTER WHAT HAPPENS,EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED,IF IT IS DEFECTIVE OR IF LESSEE HAS
TEMPORARY OR PERMANENT LOSS OF ITS USE. LESSEE IS NOT ENTITLED TO ANY REDUCTION OR SET-OFF AGAINST RENT
OR OTHER AMOUNTS DUE UNDER THIS LEASE FOR ANY REASON WHATSOEVER.
5. DISCLAIMER OF WARRANTIES. THE EQUIPMENT IS BEING LEASED TO LESSEE IN "AS-IS" CONDITION. LESSEE AGREES
THAT LESSOR HAS NOT MANUFACTURED THE EQUIPMENT AND THAT LESSEE HAS SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSEE HAS NOT RELIED ON ANY STATEMENTS LESSOR OR ITS EMPLOYEES HAVE
MADE. LESSOR HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
WHATSOEVER,INCLUDING WITHOUT LIMITATION, THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE,SUITABILITY,DESIGN,CONDITION,DURABILITY,OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP,OR
COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW. Lessee is aware of the name of the Equipment manufacturer and Lessee will
contact the manufacturer for a description of Lessee's warranty rights. if the manufacturer has provided Lessor with a warranty,Lessor assigns its rights
to such warranty to Lessee and Lessee may enforce all warranty rights directly against the manufacturer of the Equipment. Lessee agrees to settle any
dispute regarding performance of the Equipment directly with the manufacturer of the Equipment.
6. TITLE AND SECURITY INTEREST. Unless otherwise required by the laws of the state where Lessee is located, Lessee shall have title to the
Equipment immediately upon delivery and shall be deemed to be the owner of the Equipment as long as Lessee is not in default under this Lease. In the
event of a default,title to the Equipment shall revert to Lessor free and clear of any rights or interest Lessee may have in the Equipment. To secure all of
Lessee's obligations to Lessor under this Lease Lessee hereby grants Lessor a security interest in(a)the Equipment to the extent of Lessee's interest in the
2
Equipment, (b)anything attached, added, replaced and/or substituted to the Equipment at any time, (c) any money or properly from the sale of the
Equipment,and(d)any money from an insurance claim if the Equipment is lost or damaged. Lessee agrees that the security interest will not be affected if
this Lease is changed in any way.
7. USE,MAINTENANCE AND REPAIR. Lessee will not move the Equipment from the Equipment Location without Lessor's advance written consent.
Lessee will give Lessor reasonable access to the Equipment Location so that Lessor can check the Equipment's existence, condition and proper
maintenance. Lessee will use the Equipment in the manner for which it was intended,as required by all applicable manuals and instructions,and keep it
eligible for any manufacturer's certification and/or standard full service maintenance contract. At Lessee's own cost and expense,Lessee will keep the
Equipment in good repair, condition and working order, ordinary wear and tear excepted. Lessee will not make any permanent alterations to the
Equipment.
8. TAXES. Lessee agrees to pay Lessor,when invoiced,all taxes(including any sales,use and personal property taxes),fines,interest and penalties relating
to this Lease and the Equipment(excluding taxes based on Lessor's net income). Lessee agrees to file any required personal property tax returns and,if
Lessor asks,Lessee will provide Lessor with proof of payment. Lessor does not have to contest any tax assessments.
9. INDEMNITY. Lessor is not responsible for any injuries,damages,penalties,claims or losses,inducing legal expenses,incurred by Lessee or any other
person caused by the transportation, installation, manufacture, selection,purchase, lease,ownership,possession,modification, maintenance,condition,
operation,use,return or disposition of the Equipment. To the extent permitted by law,Lessee agrees to reimburse Lessor for and defend Lessor against
any claims for such losses, damages, penalties, claims, injuries, or expenses. This indemnity continues even after this Lease has expired, for acts or
omissions that occurred during the Lease Term.
10. IDENTIFICATION. Lessee authorizes Lessor to insert or correct missing information on this Lease,including Lessee's official name,serial numbers
and any other information describing the Equipment. Lessor will send Lessee copies of such changes. Lessee will attach to the Equipment any name
plates or stickers Lessor provides Lessee.
11. LOSS OR DAMAGE. Lessee is responsible for any loss of the Equipment from any cause at all,whether or not insured,from the time the Equipment is
shipped to Lessee until it is returned to Lessor. If any item of Equipment is lost,stolen or damaged,Lessee will promptly notify Lessor of such event.
Then,at Lessor's option,Lessee will either(a)repair the Equipment so that it is in good condition and working order,eligible for any manufacturer's
certification,or(b)pay Lessor an amount equal to the Net Book Value(as defined in Section 14)of the lost,stolen or damaged Equipment. If Lessee has
satisfied their obligations under this Section I I, Lessor will forward to Lessee any insurance proceeds which Lessor receives for lost, damaged, or
destroyed Equipment. If Lessee is in default,Lessor will apply any insurance proceeds Lessor receives to reduce Lessee's obligations under Section 14 of
this Lease.
12. INSURANCE. Lessee agrees to(a)keep the Equipment fully insured against loss,naming Lessor as loss payee,and(b)obtain a general public liability
insurance policy covering both personal injury and property damage in amounts not less than Lessor may tell Lessee,naming Lessor as additional insured,
until Lessee has met all their obligations under this Lease. Lessor is under no duty to tell Lessee if Lessee's insurance coverage is adequate. The policies
shall state that Lessor is to be notified of any proposed cancellation at least 30 days prior to the date set for cancellation. Upon Lessor's request,Lessee
agrees to provide Lessor with certificates or other evidence of insurance acceptable to Lessor. If Lessee does not provide Lessor with evidence of proper •
insurance within ten days of Lessor's request or Lessor receives notice of policy cancellation,Lessor may(but Lessor is not obligated to)obtain insurance
on Lessor's interest in the Equipment at Lessee's expense. Lessee will pay all insurance premiums and related charges.
13. DEFAULT. Lessee will be in default under this Lease if any of the following happens:(a)Lessor does not receive any Rent or other payment due under
this Lease within ten days after its due date,(b)Lessee fails to perform or observe any other promise or obligation in this Lease and does not correct the
default within ten days after Lessor sends Lessee written notice of default, (c)any representation,warranty or statement Lessee has made in this Lease
shall prove to have been false or misleading in any material respect, (d) any insurance carrier cancels or threatens to cancel any insurance on the
Equipment,(e)the Equipment or any part of it is abused,illegally used,misused,lost,destroyed,or damaged beyond repair,(f)a petition is filed by or
against Lessee under any bankruptcy or insolvency laws,or(g)Lessee defaults on any other agreement between it and Lessor(or Lessor's affiliates).
14. REMEDIES. Upon the occurrence of a default,Lessor may,in its sole discretion,do any or all of the following: (a)provide written notice to Lessee of
default,(b)as liquidated damages for loss of a bargain and not as a penalty,declare due and payable,the present value of(i)any and all amounts which
may be then due and payable by Lessee to Lessor under this Lease,plus(ii)all Rent payments remaining through the end of the then current fiscal year,
discounted at the higher of 3%or the lowest rate allowed by law(collectively,the"Net Book Value")and(c)require Lessee to immediately return the
Equipment to Lessor.Lessor has the right to require Lessee to make the Equipment available to Lessor for repossession during reasonable business hours
or Lessor may repossess the Equipment,so long as Lessor does not breach the peace in doing so,or Lessor may use legal process in compliance with
applicable law pursuant to court order to have the Equipment repossessed. Lessee will not make any claims against Lessor or the Equipment for trespass,
damage or any other reason. if Lessor takes possession of the Equipment Lessor may(a)sell or lease the Equipment at public or private sale or lease,
and/or(b)exercise such other rights as may be allowed by applicable law. Although Lessee agrees that Lessor has no obligation to sell the Equipment,if
Lessor does sell the Equipment, Lessor will reduce the Net Book Value by the amounts Lessor receives. Lessee will immediately pay Lessor the
remaining Net Book Value. Lessee agrees(a)that Lessor only needs to give Lessee ten days'advance notice of any sale and no notice of advertising,(b)
to pay all of the costs Lessor incurs to enforce Lessor's rights against Lessee,including attorney's fees,and(c)that Lessor will retain all of Lessor's rights
against Lessee even if Lessor does not choose to enforce them at the time of Lessee's default.
15. LESSEE'S OPTION AT END OF LEASE. Provided Lessee is not in default,upon expiration of the Lease Term,Lessee shall purchase all but not less
than all of the Equipment for$84,600.00(plus all sales and other applicable taxes).
16. RETURN OF EQUIPMENT. If(a)default occurs,or(b)a non-appropriation of funds occurs in accordance with Section 3,Lessee will immediately
return the Equipment to any location(s) in the continental United States and aboard any carricrs(s) Lessor may designate. The Equipment must be
properly packed for shipment in accordance with the manufacturer's recommendations or specifications, freight prepaid and insured, maintained in
accordance with Section 7,and in"Average Saleable Condition." "Average Saleable Condition"means that all of the Equipment is immediately available
for use by a third party buyer,user or lessee,other than Lessee named in this Lease,without the need for any repair or refurbishment. All Equipment must
be free of markings. Lessee will pay Lessor for any missing or defective parts or accessories. Lessee will continue to pay Rent until the Equipment is
received and accepted by Lessor.
17. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants to Lessor that as of the date of this Lease, and
throughout the Lease Term:(a)Lessee is the entity indicated in this Lease;(b)Lessee is a State or a fully constituted political subdivision or agency of the
State in which Lessee is located;(c)Lessee is duly organized and existing under the Constitution and laws of the State in which they are located;(d)
Lessee is authorized to enter into and carry out Lessee's obligations under this Lease,any documents relative to the acquisition of the Equipment and any
other documents required to be delivered in connection with this Lease(collectively,the"Documents"); (e)the Documents have been duly authorized,
executed and delivered by Lessee in accordance with all applicable laws, rules, ordinances, and regulations, the Documents are valid, legal, binding
agreements,enforceable in accordance with their terms and the person(s)signing the Documents have the authority to do so,are acting with the full
authorization of Lessee's governing body,and hold the offices indicated below their signature,each of which are genuine;(0 the Equipment is essential to
the immediate performance of a governmental or proprietary function by Lessee within the scope of Lessee's authority and shall be,used during the Lease
3
Terns only by Lessee and only to perform such function;(g)Lessee intends to use the Equipment for the entire Lease Term and shall take all necessary
action to include in Lessee's annual budget any funds required to fulfill Lessee's obligations for each fiscal year during the Lease Term;(h)Lessee has
complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with this Lease and the
acquisition of the Equipment;(i)Lessee's obligations to remit Rent under this Lease constitutes a current expense and not a debt under applicable state
law and no provision of this Lease constitutes a pledge of Lessee's tax or general revenues, and any provision which is so constructed by a court of
competent jurisdiction is void from the,inception of this lease;(j)all payments due and to become due during Lessee's current fiscal year are within the
fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available for the lease/purchase of the
Equipment;(k)Lessee shall not do or cause to be done any act which shall cause,or by omission of any act allow the interest portion of any Rent payment
to become includible in Lessor's gross income for Federal income taxation purposes under the Internal Revenue Code of 1986,as amended.tthr
(1)Lessee shall maintain a complete and accurate record of all assignments of this Lease in the form sufficient to comply with the book cobs rcquurcnimin:,
of Section 149(a) of the Code and the regulations prescribed there under from time to time; (m) Lessee shall comply with the information reporting
requirements of Section 149(e)of the Code;such compliance shall include,but not be limited to,the execution of IRS Form 8038-G or 8038-GC;and(n)
all financial information Lessee has provided to Lessor is true and accurate and provides a good representation of Lessee's financial condition.
18. LESSEE'S PROMISES. In addition to the other provisions of this Lease, Lessee agrees that during the term of this Lease(a)Lessee will promptly
notify Lessor in writing if it moves its principal office or changes its name or legal structure,(b)Lessee will provide to Lessor such financial information
as may reasonably request from time to time,and(c)Lessee will take any action Lessor reasonably requests to protect Lessor's rights in the Equipment
and to meet Lessee's obligations under this Lease.
19. ASSIGNMENT. LESSEE WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, SUB-LEASE OR PART WITH POSSESSION OF THE
EQUIPMENT OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. Lessee will not attach any of the Equipment to any
real estate. Upon Lessor's reasonable request and at Lessee's cost,Lessee will obtain from each person having an interest in the real estate where the
Equipment is located a waiver of any rights they may have in the Equipment.
20. ASSIGNMENT BY LESSOR, This Lease,and the rights of Lessor hereunder and in and to the Equipment,may be assigned and reassigned in whole or
in part to one or more assignees by Lessor or its assigns at any time without the necessity of obtaining the consent of Lessee;provided,however,no such
assignment or reassignment shall be effective unless and until Lessee shall have been given written notice of assignment disclosing the name and address
of the assignee or its agent authorized to receive payments and otherwise service this Lease on its behalf. Upon receipt of notice of assignment,Lessee
agrees to record the same in records maintained for such purpose,and fitrther,to make all payments as designated in the assignment,notwithstanding any
claim, defense, setoff or counterclaim whatsoever(whether arising from a breach of this Lease or otherwise)that Lessee may from time to time have
against Lessor or Lessor's assigns. Lessee agrees to execute all documents, including acknowledgments of assignment, which may reasonably be
requested by Lessor or its assigns to protect their interests in the Equipment and in this Lease.
21. COLLECTION EXPENSES,OVERDUE PAYMENT,TERMINATION. Lessee agrees that Lessor can,but does not have to,take on Lessee's behalf
any action which Lessee fails to take as required by this Lease,and Lessor's expenses will be in addition to that of the Rent which lessee owes Lessor. If
Lessor receives any payment from Lessee after the due date,Lessee shall pay Lessor on demand as a late charge 5%of such overdue amount, limited,
however,to the maximum amount allowed by law. Upon 30 days'prior written notice by Lessee to Lessor,and so long as there is no Event of Default
then existing,Lessee shall have the option to purchase all,but not less than all,of the Equipment covered by the Lease on any Rent Payment due date by
paying to Lessor all Rent Payments then due(including accrued interest,if any)plus the Termination Value amount set forth on the Payment Schedule to
the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions,Lessor shall release its Lien on such Equipment and Lessee
shall retain its title to such Equipment"AS-IS,WHERE-1S,"without representation or warranty by Lessor,express or implied,except for a representation
that such Equipment is free and clear of any Liens created by Lessor.
22. AGREED LEASE RATE FACTOR. Lessee understands that the Equipment may be purchased for cash(the"Equipment Cost")or it may be leased.
By signing this Lease,Lessee acknowledges that it has chosen to lease the Equipment from Lessor for the Lease Term and that Lessee has agreed to pay
Rent. Each payment of Rent includes a principal amount based on the Equipment Cost and a lease charge rate. If it is determined that Lessee's payments
under this Lease result in an interest payment higher than allowed by applicable law,then any excess interest collected will be applied to the repayment of
principal and interest will be charged at the highest rate allowed by law. In no event will Lessor charge or receive or will Lessee pay any amounts in
excess of the legal amount.
23. MISCELLANEOUS. This Lease contains the entire agreement and supersedes any conflicting provision of any equipment purchase order or any other
agreement. TIME IS OF THE ESSENCE IN THIS LEASE. If a court finds any provision of Lease to be unenforceable,the remaining terms of this
Lease shall remain in effect. THIS LEASE IS A "FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL
CODE. Lessee authorizes Lessor(or Lessor's agent)to(a)obtain credit reports,(b)make such other credit inquires as Lessor may deem necessary,and
(c)furnish payment history information to credit reporting agencies. To the extent pennitted by law,Lessor may charge Lessee a fee of$250.00 to cover
Lessor's documentation and investigation costs.
24. NOTICES. All of Lessee's written notices to Lessor must be sent by certified mail or recognized overnight delivery service,postage prepaid,to Lessor at
Lessor's address stated in this Lease, or by facsimile transmission to Lessor's facsimile telephone number, with oral confirmation of receipt. All of
Lessor's notices to Lessee may be sent first class trail,postage prepaid,to Lessee's address stated in this Lease. At any time after this Lease is signed,
Lessee or Lessor may change an address or facsimile telephone number by giving notice to tine other of the change.
25. ANTI-MONEY LAUNDERING/INTERNATIONAL TRADE COMPLIANCE.Lessee represents and warrants to Lessor,as of the date of this Lease,
the date of each advance of proceeds under the Lease,the date of any renewal,extension or modification of this Lease,and at all times until the Lease has
been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a)no Covered Entity (i) is a Sanctioned Person; or(ii)does
business in or with,or derives any of<its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in
violation of any law,regulation, order or directive enforced by any Compliance Authority;(b)the proceeds of the Lease will not be used to fund any
unlawful activity;(c)the funds used to repay the Lease are not derived from any unlawful activity;and(d)each Covered Entity is in compliance with,and
no Covered Entity engages in any dealings or transactions prohibited by,any laws of the United States.
As used herein: "Compliance Authority"means each and all of the(a)U.S.Treasury Department/Office of Foreign Assets Control,(b)U.S.Treasury
Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce
Department/Bureau of Industry and Security, (e)U.S. Internal Revenue Service, (t) U.S. Justice Department, and (g) U.S. Securities and Exchange
Commission;"Covered Entity" means Lessee, its affiliates and subsidiaries and direct and indirect owners;"Sanctioned Country"means a country
subject to a sanctions program maintained by any Compliance Authority;and"Sanctioned Person"means any individual person,group,regime,entity or
thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any litnitatiorts or
prohibitions(including but not limited to the blocking of property or rejection of transactions),under any order or directive of any Compliance Authority
or otherwise subject to,or specially designated under,any sanctions program maintained by any Compliance Authority.
4
26. USA PATRIOT ACT NOTICE. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain,verify and record information that identifies each lessee that opens an account. What this means:when the Lessee opens an
account,Lessor will ask for the business name,business address,taxpayer identifying number and other information that will allow the Lessor to identify
Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need to ask for identifying information and
documentation relating to certain individuals associated with the business or organization.
27. WAIVERS. LESSOR AND LESSEE EACH AGREE TO WAiVE,AND TO TAKE ALL REQUIRED STEPS TO WAIVE,ALL RIGHTS TO A
JURY TRIAL. To the extent Lessee is permitted by applicable law, Lessee waives all rights and remedies conferred upon a lessee by Article 2A
(Sections 508-522)of the Uniform Commercial Code including but not limited to Lessee's rights to: (a)cancel or repudiate this Lease; (b)reject or
revoke acceptance of the Equipment;(c)recover damages from Lessor for any breach of warranty or for any other reason;(d)grant a security interest in
any Equipment in Lessee's possession. To the extent Lessee is permitted by applicable law,Lessee waives any rights they now or later may have under
any statute or otherwise which requires Lessor to sell or otherwise use any Equipment to reduce Lessor's damages,which requires Lessor to provide
Lessee with notice of default, intent to accelerate amounts becoming due or acceleration of amounts becoming due, or which may otherwise limit or
modify any of Lessor's rights or remedies. ANY ACTION LESSEE TAKES AGAINST LESSOR FOR ANY DEFAULT,INCLUDING BREACH
OF WARRANTY OR INDEMNITY,MUST BE STARTED WITHIN ONE YEAR AFTER THE EVENT,WHICH CAUSED IT, Lessor will not
be liable for specific performance of this Lease or for any losses,damages,delay or failure to deliver Equipment.
28. SMALL ISSUER STATEMENT. Lessee hereby certifies to Lessor and its assigns that:a)the Lessee designates the Lease as a"Qualified Tax-Exempt
Obligation"for the purposes of Section 265(b)(3)of the Code;b)Lessee will own and operate the Equipment in the performance'of its public purposes;
and the Equipment will not be subject4to the use or control of any other entity;c)Lessee will not designate more than Ten Million Dollars($10,000,000)
of tax-exempt obligations during the current calendar year as"Qualified Tax-Exempt Obligation",Lessee reasonably expects to issue no more than Ten
Million Dollars($10,000,000)of tax-exempt obligations during the current calendar year;and d)For purposes of Paragraph 3 herein above,the amount of
tax-exempt obligations stated as either issued or designated as "Qualified Tax-Exempt Obligations" includes tax-exempt obligations issued by all
subordinate entities of Lessee,as provided in Section 265(b)(3)(E)of the Code.
29. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s)to Lessor,now or at any later time,Lessee authorizes
Lessor and its affiliates and designees to contact Lessee regarding Lessee account(s)with Lessor or its affiliates, whether such accounts are Lessee
individual accounts or business accounts for which Lessee is a contact,at such numbers using any means,including but not limited to placing calls using
an automated dialing system to cell,VoIP or other wireless phone number,or leaving prerecorded messages or sending text messages,even if charges may
be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be monitored or recorded by Lessor.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS LEASE SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE
TERMS IN WRITING ARE ENFORCEABLE, TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN
AGREEMENT MAY NOT BE LEGALLY ENFORCED. THE TERMS OF THIS LEASE MAY ONLY BE CHANGED BY ANOTHER WRITTEN
AGREEMENT BETWEEN LESSEE AND LESSOR. LESSEE AGREES TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS
LEASE. LESSEE AGREES THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES.
LESSEE CERTIFIES THAT ALL THE INFORMATION GIVEN IN THIS LEASE AND LESSEE'S APPLICATION WAS CORRECT AND
COMPLETE WHEN THIS LEASE WAS SIGNED. THIS LEASE iS NOT BINDING UPON LESSOR OR EFFECTIVE UNLESS AND UNTIL
LESSOR EXECUTES THiS LEASE. THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF THE LESSEE.
City of Elgin. IL PNC Equipment Finance. LLC
("Lessee") /
("Lessor") •
„ r
Authorized S '' BStegall Authorized Molly Williams
Print Name Print Name
City Manager AVP
Title:
February 10, 2016
Date 995 Dalton Ave.
150 Dexter Ct Cincinnati OH 45203
Elgin, IL 60120
OPINION OF COUNSEL
I have acted as counsel to the above-referenced Lessee(the"Lessee")with respect to this Lease-Purchase Agreement by and between the Lessee and Lessor
(the"Lease"),and in this capacity have reviewed the original or duplicate originals of the Lease and such other documents as I have deemed relevant. Based
upon the foregoing,I ant of the opinion that: (A)Lessee is a state or a fully constituted political subdivision or agency of a state within the meaning of Section
103 of the Internal Revenue Code of 1986,as amended;(B)the execution,delivery and performance of the Lease by Lessee has been duly authorized by all
necessary action on the part of Lessee;(C)the Lease constitutes a legal,valid and binding obligation of Lessee enforceable in accordance with its terms,except
as limited by laws of general application affecting the enforcement of creditors'rights,and does not constitute a debt of Lessee which is prohibited by state
law;(D)the authorization,approval and execution of the Lease and all other proceedings of Lessee related to the transactions contemplated thereby have been
performed in accordance with all open-meeting laws, public bidding laws, and all other applicable state laws. The undersigned certifies that (s)he is an
attorney duly authorized to practice law in the State of Illinois.
The foregoing opinions are limited to the laws of such State and federal laws of the United States.
Attorney of Leu AXMOV/�
By:
PrintN e: Michael R. Gehrman
Lawfim: Assistant Corporation Counsel
for City of Elgin
5
E28
SCHEDULE OF PAYMENTS
Lease Number 194360000
Attached to and made a part of that certain Lease-Purchase Agreement dated as of February 10, 2016 by and between
PNC Equipment Finance,LLC,as Lessor,and City of Elgin,IL,as Lessee.
Rent payments are payable as follows:
•
Payment Number Date Payment Interest Principal Termination*
1 $31,316.88 $1,013.27 $30,303.61 $342,639.22
2 $31,316.88 $939.09 $30,377.79 $315,192.29
•3 $31,316.88 $868.69 $30,448.19 $289,147.10
4 $31,316.88 $792.48 $30,524.40 $260,949.32
" 5 _ $31,316.88 $719.20 $30,597.68 $233,835.24
_ 6 $31,316.88 $640.88 $30,676.00 $204,861.08
7 $31,316.88 _ $564.61 $30,752.27 $176,641.70
8 $31,316.88 _ $484.13 $30,832.75 $146,864.74
9 $31,316.88 $404.77 $30,912.11 $117,502.49
10 $31,316.88 $322.04 $30,994.84 $86,895.41
11 $84,600.00 $235.52 $84,364.48 $0.00
*As provided in Section 21 of the Lease-Purchase Agreement.
City of Elgin, IL PNC Equipment Finance, LLC
("Lessee") / ("Lessor")
By: (, liSX c U ( G k_G\ IA-(5
Authorized Signatur /
Sean R. Stegall Title (AV(
Print Name
City Manager
Tide: 995 Dalton Ave.
Cincinnati,OH 45203
150 Dexter Ct
Elgin, IL 60120
•
E28
SCHEDULE OF PAYMENTS
Lease Number 194360000
Attached to and made a part of that certain Lease-Purchase Agreement dated as of February 10, 2016 by and between
PNC Equipment Finance,LLC, as Lessor,and City of Elgin,IL,as Lessee.
Rent payments are payable as follows:
Payment Number Date _ Payment Interest Principal Termination*
1 _ _ $31,316.88 $1,013.27 $30,303.61 $342,639.22
2 $31,316.88 $939.09 $30,377.79 $315,192.29
3 $31,316.88 $868.69 $30,448.19 $289,147.10
4 $31,316.88 $792.48 $30,524.40 $260,949.32
5 $31,316.88 $719.20 $30,597.68 $233,835.24
6 $31,316.88 $640.88 $30,676.00 $204,861.08
7 $31,316.88 $564.61 $30,752.27 $176,641.70
8 $31,316.88 $484.13 $30,832.75 $146,864.74_
•
9 $31,316.88 $404.77 $30,912.11 $117,502.49
10 $31,316.88 $322.04 $30,994.84 $86,895.41
11 $84,600.00 $235.52 $84,364.48 $0.00
*As provid-d in Section 21 of the Lease-Purchase Agreement.
City of Elgin, IL PNC Equipment Finance, LLC
("Lessor")
X By: (;1' ,. t: �� c
Authorized Signature , £
Sean R. f e_all Title f+A � P
Print Name - �VI l
City Manager
rme: 995 Dalton Ave.
Cincinnati,OH 45203
150 Dexter Ct
Elgin, IL 60120
E23
CERTIFICATE OF ACCEPTANCE
Lease Number: 194360000
Quantity Description Serial No.
74 2016 New E-Z-GO TXT48v E Golf Cars
6 2016 New E-Z-GO TXT-Gas Golf Cars
6 2016 New Cushman Hauler 1200X Gas Vehicles
Together with all attachments,tooling,accessories, appurtenances and additions thereto
❑ or see attached Equipment Schedule
Lessee,through its authorized representative,hereby certifies to Lessor that:
1. The Equipment has been delivered to the location where it will be used,which is the Equipment Location given in the Lease-Purchase
Agreement("Lease");
2. All of the Equipment has been inspected and is(a)complete,(b)properly installed,(c)functioning,and(d)in good working order;
3. Lessee accepts the Equipment for all purposes under the Lease as of ,20 (the"Acceptance Date"),which is the
date on which the Equipment was delivered and installed;
4. The Equipment is of a size,design,capacity and manufacture acceptable to Lessee and suitable for Lessee's purposes;and
5. Lessee is not in default under the Lease,no Non-Appropriation of Funds(as described in the Lease)has occurred,and all of Lessee's
statements and promises set forth in the Lease are true and correct.
Lessor is hereby authorized to insert serial numbers on the Lease.
THIS CERTIFICATE OF ACCEPTANCE IS SIGNED THIS DAY OF ,20 .
City of Elgin, IL
("Lessee')
X
Authorized Signature
Print Name
Tale:
Date
150 Dexter Ct
Elgin, IL 60120
pN
EQUIPMENT FINANCE
AMENDMENT TO LEASE-PURCHASE AGREEMENT
This Amendment("Amendment"), dated and effective as of the 10th day of February, 2016, is to that certain
Lease-Purchase Agreement dated February 10, 2016 (the "Lease") between City of Elgin, IL , with its principal
place of business at 150 Dexter Ct , Elgin, IL 60120 ("Lessee"), and PNC Equipment Finance, LLC, with an
address at 995 Dalton Avenue,Cincinnati, OH 45203("Lessor").
In consideration of the mutual covenants contained herein and other valuable consideration received, and
with the intent to be legally bound, the parties amend the Lease as follows:
RENT. The 6th sentence in Section 3 titled"Rent" is deleted in its entirety. "Lessee authorizes
Lessor to change the Rent by not more than 15%due to changes in the Equipment configuration,
which may occur prior to Lessor's acceptance of this Lease."
NON-APPROPRIATION OF FUNDS. The last 2 sentences in Section 3 titled"Non-Appropriation
of Funds"is amended to: In the event funds are not appropriated at any time during the Lease
Term for the Equipment subject to this Lease and operating funds are not otherwise available to
Lessee to pay the Rent and other payments due and to become due under this Lease,and there is
no other legal procedure or available funds by or with which payment can be made to Lessor,
Lessee shall have the right to return the Equipment in accordance with Section 16 of the Lease and
terminate this Lease on the last day of the fiscal period for which appropriations were received
without penalty or expense to Lessee, except as the portion of Rent for which funds shall have
been appropriated and budgeted. At least 30 days prior to the end of Lessee's fiscal year,
Lessee's chief executive officer(or legal counsel)shall certify in writing that(a)funds have not
been appropriated for the upcoming fiscal period, and (b) Lessee has exhausted all funds legally
available for the payment of Rent.
LESSEE'S REPRESENTATIONS AND WARRANTIES. Subsection(g)in Section 17 titled
"Lessee's Representation and Warranties"is amended to: Lessee intends to use the Equipment
for the entire Lease Term and shall endeavor to include in Lessee's annual budget any funds
required to fulfill Lessee's obligations for each fiscal year during the Lease Term
EXECUTION. The following will be added as Section 30 titled"Execution": This agreement
may be executed in counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement. For the purposes of executing this agreement,
any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in
all manners and respects as an original document. The signature of any party on a copy of
this agreement transmitted by fax machine or e-mail shall be considered for these
purposes as an original signature and shall have the same legal effect as an original
signature. Any such faxed or e-mailed copy of this agreement shall be considered to have
the same binding legal effect as an original document. At the request of either party any
fax or e-mail copy of this agreement shall be re-executed by the parties in an original form.
No party to this agreement shall raise the use of fax machine or e-mail as a defense to this
agreement and shall forever waive such defense.
All other terms and conditions of the Lease shall remain unchanged and in full force and effect.
3/15 PNC Amendment to Vendor Documents
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date
above written.
CITY OF ELGIN, IL PNC EQUIPMENT FINANCE, LLC
Authoriz ignature Authorized Signature;,
Sean R. Stegall �l
Printed Name Printed Nam t►ifY
City Manager AVP
Title Title
3/15 PAIL Amendment to Vendor Documents