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02-382 Resolution No. 02-382 RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH TEXTRON FINANCIAL CORPORATION FOR GOLF CARS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5 . 02 . 020B (9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interests of the city; and BE IT FURTHER RESOLVED that Olufemi Folarin, Interim City Manager, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Lease Agreement on behalf of the City of Elgin with Textron Financial Corporation for the consolidation of the EZ-Go Textron Financial Corporation leases for 65 electric golf cars, eight utility vehicles and two complimentary demo golf cars for ranger/starter staff and the purchase of 15 golf cars, a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: December 4 , 2002 Adopted: December 4 , 2002 Vote: Yeas : 7 Nays : 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk • J s ,_ JULY, 2007 IN REVIEWING THIS FILE,IT WAS DETERMINED THAT AN EXECUTED COPY OF THE AGREEMENT LISTED BELOW WAS NEVER RETURNED TO THE CLERK'S OFFICE. ALL THAT IS AVAILABLE IS THE ATTACHED DRAFT COPY OF THE AGREEMENT AND ITS SUPPORTING PAPERWORK. REFERENCE: RESOLUTION NO. 02-382 PASSED: DECEMBER 4, 2002 SUBJECT: AGREEMENT WITH TEXTRON FINANCIAL CORPORATION FOR GOLF CARS _____ ____ , . SPEED MESSAGE -,-- TOFROM ..., ( e !--72-P -/(t/-1" 6, /-• , • ,/ (' ',--,-----e--.‹.,/,.—... \ , - . ' ;c,:*:14,Cgr' :°7-11:!035P,74i,01470,g"I''',.•':',:,;.'.,;•*.AriV.:N,-;":•':5.*,•' .',:,-:-,,,,-,1.4. ,..., -;,-...'..i:::.,...,,;i•:„•::.,-,, . ;..• ,. ... ,,,. .:::,,-••• , , . .. ',-..:•,:o,tztk`-,.w.:,-.---.?'.1.,,,,,?4...,-;.•,_„.•:,. -,-.:..'--„ - ,.,,op4,,,:t* ,,,,...f. ,..1.7:.•;.,y-;-1',. i. ,. ',,,,,:,-',I- -,!,•'',..-,-..',,H.:,.- -',,d','.:"..•.'.- -.- .-:--1H.' ' smut& ''''-..•r,,itotiii -'•.,,.cci-7,-4,'0. ..: . ').' '. :11.'-g ,A:.- :.''_..,i. ' ..." ',. '.',.' DATE .:,',..-1,- )-k" -(-__(2-,--'‘44,2---,- ('-' Z---(2 - . ,„--\ - - _---2 '1)}40,-, 0 , -14,4 -7/rti-A,4 , — , ; E —&?)nc7 ;k-‘ —?1•1,e (,":„0-' ,,ki/_. ,i___(,, . 1 / d ' 1 .(t•"\6,•-v...-7.-- . J I 1 . , N. j . . . '• ,/ ...-, SIGNED \ . -,-,.........._ ,,-"/ , inJones 'N....el-AMITE--ORIGINAL CANARY-DUPLICATE 44-900•Duplicate . . . • . - , . . . . . . • . , . • • , . . - . . • . • • . . . . , . . OF,, ,, tib Agenda Item No. (!... D -$ City of Elgin • E November 29, 2002 G I �.,. TO: Mayor and Members of the City Council N RECREATIONAL LEISURE ANO CULTURAL OPPORTUNITIES FROM: Olufemi Folarin, Interim City Manager FORA LL CITIZENS SUBJECT: Golf Car Fleet Lease Consolidation PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider consolidation of the lease agreements with EZ-Go Textron Financial Corporation for golf cars and course maintenance vehicles at The Highlands of Elgin and purchase fifteen existing gas cars at Wing Park Golf Course. BACKGROUND In 1998 we entered into our first lease of 50 golf cars and 5 utility vehicles to the low responsive Bidder (EZ-Go Textron) . On two separate occasions (1999 and 2001) we have added to the fleet to meet the needs of the golf course patrons. Presently we operate two golf courses with 70 revenue generating golf cars and 7 utility vehicles that include grounds labor vehicles, a beverage car and a driving range utility vehicle. It has always been the intent of golf operations to own a fleet of golf cars and rotate the fleet as needed based on useful life and condition. A critical factor in owning a fleet is to store the vehicles inside and expand the useful life of the vehicles from 5 years to 8 years. The development of The Highlands of Elgin has introduced a more hilly terrain than has been previously recognized on City of Elgin owned golf courses . Golf cars and course maintenance equipment upgrades have occurred that help control the vehicles on more difficult terrain. This feature is called a Precision Drive System. One feature in particular is an Anti Roll Back option that stops an unattended rolling car from moving if the brake is not locked on a hill. This will certainly reduce risk of patron injury and equipment damage. Additionally, electric golf cars are proposed to insure compliance with future issues and risks associated with above ground fuel storage. c. c. c. Golf Course lease Consolidation November 29, 2002 Page 2 Electric cars will be designated for storage in the future permanent clubhouse. A temporary cart storage structure will house the cars until the permanent clubhouse is complete. The temporary structure will then be moved next to the maintenance building for reuse as a material storage building. The attached spreadsheet illustrates the cost savings involved with implementation of an electric golf car fleet versus a gasoline operated fleet. Textron Financial Corporation has agreed to keep the annual costs per golf car and course maintenance vehicle at the current lease price ($737 each) and has offered the City a consolidated lease for the new vehicles. This consolidated lease will release the City from the agreements with the present gas vehicles which are amortized into 2005. Additionally, the City will purchase 15 of the existing gas cars used at the Wing Park Golf Course. Gas cars will continue to be used at Wing Park Golf Course because a facility does not exist at this location to maintain electric cars. The new lease term will be for 5 years and will enable the City to upgrade the current vehicles to a newer fleet at the same price per vehicle as well as purchase the current fleet of 15 gas cars for Wing Park. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. (27)1/tiA_FINANCIAL IMPACT The 2003 proposed budget includes $57, 300 in account number 540-5801-775-43. 05 for the initial year of a five year lease for The Highlands of Elgin Golf Course electric golf cars . Future budgets will need to include the remaining four years on the lease. Account number 540-5802-775. 91-85 includes $11, 250 for the one time purchase of 15 gas cars for Wing Park Golf Course. `nW��/ \}o LEGAL IMPACT 1/V None. c. Golf Course lease Consolidation November 29, 2002 Page 3 ALTERNATIVES 1 . To approve the consolidation of the EZ-Go Textron Financial leases in the amount of $57, 258. 30 annually and approve the purchase of 15 gas vehicles at a one time cost of $11, 500. 2 . To reject the consolidation of the leases for electric cars at The Highlands Golf Course and the purchase of the 15 gas cars for Wing Park Golf Course and continue with the existing lease agreement with EZ-Go Textron. RECOMMENDATION It is recommended that the City Council approve the consolidation of the EZ-Go Textron Financial leases for 65 electric golf cars, 8 utility vehicles, and 2 complimentary demo golf cars for Ranger/Starter staff in the amount of $57, 258 .30 rft. annually and approve the purchase of 15 gas vehicles as a buyout of our 1998 leased golf cars at a one time cost of $11, 500. Respectfully submitted, 01 tt)Olufemi Folarin Interim City Manager Attachment ML r L L (F Attar]nt Highlands Gol, r Lease review • Option A-New Contract Including Option B-Stay with Electric Golf Cars existing Contract Item Vehicle Description 2003 Item Lease 2003 A (65)TXT PDS Golf Car Lease A Lease#1 &#2 may $7,095.40 Buyout 50 Golf Cars $30,000.00 June $7,095.40 Buyout 5 Utility Vehicles $7,500.00 july $7,095.40 august $7,095.40 B Lease#3 &#4 september _ $7,095.40 B1 Lease Payment 10 Golf Cars $6,549.60 october $7,095.40 B2 Final Balloon Payment $6,000.00 Subtotal _ $42,572.40 B3 Lease Payment 1 utility $654.96 B4 Final Balloon Payment $1,500.00 B (5)Workhorses 1200 may $545.80 C Lease#5&#6 june $545.80 Cl Lease Payment 10 Golf Cars $6,549.60 july $545.80 C2 Lease Payment 1 Utility $654.96 aug $545.80 sep _ $545.80 D Lease 10 additional golf cars $6,549.60 oct $545.80 for 2003 season Subtotal $3,274.80 C. (1)Workhorse w Picker $1,811.70 D. (1)Workhorse 1200 Refresher _ $2,141.70 E. (1)Shuttle-954 Electric $1,457.70 E (1)Shuttle-954 Electric $1,457.70 F. (2)demo Ranger Cars Free G. (75)Maintenance Service $6,000.00 F (88) Maintenance service $7,040.00 NMLease Subtotal Purchase and Install Electric Install G Temporary Gas Tank Buyouts for Wing Park—TIIIIIIIIIIIII ME= prepared by M Lehman L Resolution No. 02-382 RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH TEXTRON FINANCIAL CORPORATION FOR GOLF CARS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5 . 02 . 020B (9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interests of the city; and BE IT FURTHER RESOLVED that Olufemi Folarin, Interim City Manager, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Lease Agreement on behalf of the City of Elgin with Textron Financial Corporation for the consolidation of the EZ-Go Textron Financial Corporation leases for 65 electric golf cars, eight utility vehicles and two complimentary demo golf cars for ranger/starter staff and the purchase of 15 golf cars, a copy of which is attached hereto and made a part hereof by reference. Ed Schock, Mayor Presented: December 4 , 2002 Adopted: Vote : Yeas Nays : Recorded: Attest : Dolonna Mecum, City Clerk 11111111111110111111111111111111111111111111111111 TEXTRON GOLF, TURF & SPECIALTY PRODUCTS Bob-Cat • Brouwer• Bunton• Cushman • E-Z-GO •Jacobsen • Ransomes• Ryan • Steiner 1451 Marvin Griffin Road Augusta,GA 30906 706/798-4311 Fax 706/796-4508-Leasing City of Elgin 150 Dexter Court 03 Elgin,IL 60120 RE: TAX-EXEMPTION Dear Sirs: - Win order to be exempt from taxes,we must receive a letter from you stating that the equipment will be used by the municipality. This must be done on your LETTERHEAD. Should you have any questions,please call the Credit Department at the above number. 441) Sincerely, Patricia Herrington Asst. Leasing Manager 4) 1111111111111111111111111111111111111111111111111 FINANCIAL STATEMENT REQUEST Please supply the following information listed below that applies to your application. We must receive at least two years financial statements whenever the new request for financing/leasing exceeds $75,000.00, or the existing balance outstanding exceeds $75,000.00. If the Year-end statements are more than 6 months old, an interim statement will also be required. • Two years prepared financial statements to include an income statement and balance sheet,audited if available. If entity is owned by another organization, please include financial statements on the Parent Company. • If applicant is an individual,please include a copy of the last two years signed tax returns along with a personal financial statement. • If applicant is privately held, include the personal financial statements of the individual(s) owning the facility. r • If applicant is a new business or start up venture, please include projection and pro- forma data. 11111 Uhlilhll 11110111111111111111111111111111 iw.11 s NM AP Ili s e .J.Ik A S gm M•E s w r el_ A%w,11..a*Ill l ■_�a+. SA ew • •..AIA �c i , 7 iiv M it dI j o viii Ot mar%dri ii Ili I i ri\Ire Y‘gr I i v Bob-Cat•Brouwer.Bunton•Cushman•E-Z-GO•Jacobsen•Ransomes•Ryan•Steiner CREDIT APPLICATION Please complete and return the credit application with the document package or fax it to the Credit Departmenbt(706)772-5975. Also,please include a copy of your two most recent yearend financial statements. This ism a requirement if the amount you are financing is less than$75,000.00. . IF APPLYING FOR BUSINESS CREDIT COMPLETE SECTION A B BUSINESS LEGAL NAME CONTACT PERSON/TITLE TELEPHONE( ) City of Elgin FAX( ) ADDRESS(STREET) CITY STATE COUNTY ZIP 150 Dexter Court Elgin IL 60120 LOCATION OF EQUIPMENT(STREET) CITY STATE COUNTY ZIP Mclean Blvd Elgin IL 60120- YEARS IN OPERATION YEARS UNDER CURRENT OWNERS PUBLIC 0 SEMI-PRIVATE 0 DATE AND STATE OF INCORPORATION PRIVATE O OTHER O PROPRIETORSHIP O MEMBER OWNED CORPORATION O INDIVIDUAL O PARTNERSHIP O INVESTOR OWNED CORPORATION O OTHER O NUMBER OF MEMBERS(IF PRIVATE) 1 NUMBER OF HOLES OPEN TO PLAY IS APPLICANT A REAL ESTAT EDEVELOPER? YES O NO O IS APPLICANT LEASING THE COLE COURSE OR OPERATING AS A CONCESSION? YE S 0 NO 0 FEDERAL ID$ NAME OF PRINCIPALS/PARTNERS NOME ADDRESS OF PRINCIPALS TITLE SOCIAL SECURITY NUMBER •rrN r %OWNED %OWNED 4111111) %OWN ED NAME OF PARENT CO.IF SUBSIDIARY PARENT COMPANY ADDRESS IF APPLYING FOR IND/JIDUAL CREDIT COMPLETE SECTION B SECTION B INDIVIDUAL NAME(LAST.FIRST MI) I DOB SOCIAL SECURITY U PREVIOUS ADDRESS(if less than 18 mo at present) PRESENT ADDRESS CURRENT EMPLOYER HOW LONG? PHONE If Yrs._Mas._ CITY STATE ZIP CODE OWN 0 RENT O OTHER 0 POSITION GROSS MO.INCOME ARE YOU SELF -EMPLOYED? YES O NO O HOW LONG? HOME PHONE DRIVERS LICENSE U PREVIOUS EMPLOYER(if Wes not employer is less than 2 years) YRS._MOS._ Yrs._Mos._ POSITION COMPLETE THIS SECTION C WHETHER BUSINESS OR INDIVIDUAL _ : I . . , Il III" 19 • 91 . BANK REFERENCES ADDRESS BANK NAME STREET CITY STATE ZIP PHONE ACCOUNT NUMBER CHECKING 0 LOAN 0 OFFICER SAVINGS O OTHER O BANK NAME STREET CITY STATE ZIP PHONE ACCOUNT NUMBER CHECKING O LOAN O OFFICER SAVINGS 0 OTHER O TRADE REFERENCES COMPANY NAME ADDRESS CONTACT TELEPHONE Have you previously financed equipment will Textron Financial Corporation? Yes No If yes,under what legal name? Account Number This information is provided to Textron Golf.Turf&Specialty Products Division of Textron Inc.,for the purpose of obtaining credit I hereby autho nze all companies and agencies with whom we do business to release both personal and business credit information to Textron Golf,Turf&Specialty Products Division of Textron Inc Signed this day of V , • XX Witness (Signature of Officer,Partner,Owner) TEXTRON D # 1 0 021 802A 1 1 60R Textron Financial Corporation SCHEDULE TO TAX-EXEMPT EQUIPMENT LEASE DATED 10/31/02 Lease No. TE1 Schedule No Purchase Order No. Vendor Reference No. Section I 1. Description of Leased Equipment ("Equipment"): 65 ea TXT-PDS sun tops,trojan batteries, split windshields,gold spoke hubcaps, message holders,2 sand&seed 2. Location of Equipment The Highlands of Elgin Mclean Blvd, Elgin, IL 60120 3. This Schedule is subject to the following addendums: Addendum A-Payment Schedule, Rider No. 1 -Tax Indemnity IRS-8038-G Information Return for Tax-Exempt Govermental Obligations Section II $213,666.05 Payment Schedule: Total Principal: $ See Addendum"A" Total Interest: $ $36,913.61 enclosed. Total Payments: $ $250,579.66 Monthly Payment Date: 15th Special Instructions The Principal portion of each monthly payment is shown under the"Principal Paid" column;and the interest portion is shown under the"Interest Paid"column. Concluding payments are shown under the"Balance Remaining" LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: By:X Print Name Patricia Herrington Print Name Print Title Asst. Leasing Manager Print Title TEXTRON II HI IIIIIIII11110hIIUIIIIIIIIIIIIIIIIII IIDI 1II TEXTRON FINANCIAL CORPORATION TAX-EXEMPT EQUIPMENT LEASE Lease No. TE1 - This Lease is entered into as of the date set forth below by the parties identified below. 1. Lease-Subject to the terms hereof,Lessor leases to Lessee,and Lessee leases from Lessor the equipment and other personal property together with all repairs,accessions,replacements and accessories(collectively"EQUIPMENT')set forth on any Schedule or Schedule(s)which may be executed from time to time by the parties hereto and identified as a Schedule of this Lease (individually a"Schedule"and collectively the "Schedule(s)"). All Schedules shall be incorporated by reference herein and this Lease and all Schedules which may be executed pursuant hereto shall constitute a single lease of Equipment. 2. SELECTION,DELIVERY AND ACCEPTANCE-Lessee will select and take delivery of all EQUIPMENT leased hereunder directly from the EQUIPMENT'S vendor,and at locations agreed upon by the Vendor and Lessee. Lessee shall inspect the EQUIPMENT at the place of delivery,and upon acceptance execute and deliver to Lessor a Certificate of Acceptance with respect to each shipment of EQUIPMENT. For all purposes under this Lease,EQUIPMENT will be considered accepted upon execution of the Certificate of Acceptance. A( 3. TERMS AND RENTALS-The rental term of the EQUIPMENT shall be as provided in the applicable Schedule and shall commence on the date Lessee executes the Certificate of Acceptance therefore,and except as set forth in Section 6,below,shall terminate upon payment of all of the rent specified in any Schedule to this Lease. Lessee agrees to pay rent in the amount and at the times set forth in any Schedule to this Lease. Rent shall be paid to Lessor,but if this Lease or rentals due hereunder shall be assigned,then rent shall be paid in accordance with the provisions of Section 17 below. Interest shall be paid on each delinquent installment of rent and other sums from the due date until paid at the rate of Lessor's then prevailing late payment charge,or the highest rate legally permissible,whichever is less. Lessee agrees that except as set forth in Section 4 below,its obligation to pay rent and any other sums payable hereunder,and the rights of Lessor thereto are absolute and unconditional and are not subject to any abatement, reduction, setoff, defense, counterclaim, or recoupment (collectively "Abatements") for any reason whatsoever. • .• - - s • .•"•e• , - . o " . • 4. NON-APPROPRIATION- .- .• event no fu.. • • • . . ... .:-. . . . ...•- -. . . - se unay. ..e .• . . .. • ... • - t due hereon, .• "• • r .i • . •.. • •. . .,• . .on for which i nds • .. . . . ... - -• .r pesseasion--the-m6 esye .c oy- . . .. . . • . t. " . th . - .• '.• • •-s E. . or 4111) fAAU16HeIIy--6Arir .."• - . . . .-•.. • ... . - .. ..•, - - •. exhaustefiliij-' as no . •. . . •• . in - . • , -- • : •--- • . .. . • • •. . . • .. . t - • • • - '• ctiona y si • ipme , . in r •• .se -•. . -• . • •• • on . . ..prop .•.s t: ...• -' .. ••• ..•.•F J - •• . s••• • • • ..• .• •• . - to as o pe- r -s . this - • . . . rm mpetmve•egetip . . of er pa anb rer o .a orate n.s •.• -ctly. -..•.• - •- ••r • •. . Lessee warrants that it has adequate funds to meet its obligations hereunder during its current fiscal appropriation period.) 5. AUTHORITY AND AUTHORIZATION-Lessee represents,covenants and warrants,and if requested by Lessor will deliver an opinion of counsel to the effect that:(i)Lessee is a fully constituted political subdivision or agency of the State indicated below;(ii)the execution,delivery and performance by Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; and(iii)this Lease constitutes a legal valid and binding obligation of the Lessee enforceable in accordance with its terms. Lessee agrees that:(x)it w411-4Qyrvaeae ..•, . .•: . • . . • .•. - . . . • .- -.:: ;(y)it has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part; and (z)it has sufficient appropriation or other funds available to pay all amounts due hereunder for the current fiscal period. 6. PURCHASE OPTION-Upon thirty(30)days'prior written notice from Lessee to Lessor,and provided the Lessee at such time or at anytime thereafter,is not in default hereunder,Lessee shall have the right to purchase all but not less than all the EQUIPMENT on the Lease Payment dates set forth in Section II to the applicable Schedule by paying to Lessor on such date, the Lease Payment then due together with the Concluding Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions,Lessor will release its security interest in the EQUIPMENT to Lessee and will wan ant to Lessee that the EQUIPMENT is free and clear of any liens created by Lessor. 7. NATURE OF THIS AGREEMENT-Lessor and Lessee agree that it is their intentio ,�t}iat the interest of Lessor in the EQUIPMENT is as a secured party,and that Lessor neither has nor will have any equity in the EQUIPMEN.''Fhe parties agree that the aggregate rent due hereunder constitutes the purchase price of the EQUIPMENT together with the interest on the unamortized amount thereof over the term of this Lease,that the installments of rent constitute principal and interest,as set forth on Section II of the applicable Schedule over the term of the Lease,that the concluding payment amounts shown thereon represent the unpaid principal amount of the purchase price of the EQUIPMENT together with applicable premium on the payment dates to which they relate and that upon the due and punctual payment of the installments of rent and other amounts due hereunder and the performance of Lessee's obligations under this Lease, Lessor's security interest in the EQUIPMENT shall be released. Lessee shall not, without Lessor's prior written consent, part with possession or control of the EQUIPMENT or sell, pledge, mortgage or otherwise encumber the EQUIPMENT or any part thereof or assign or encumber any interest under this Lease. 8. DISCLAIMER OF WARRANTY -Lessor may, or may not,be the manufacturer or vendor of the Equipment. Without affecting Lessor's liability,if any, as manufacturer or vendor of the Equipment,the parties agree that LESSOR IN ITS CAPACITY OF LESSOR MAKES NO REPRESENTATION OR WARRANTY,EITHER EXPRESS OR IMPLIED,AS TO THE DESIGN OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE,OR ANY OTHER REPRESENTATION OR WARRANTY OF.\NY KIND,NATURE OR DESCRIPTION WITH RESPECT TO THE EQUIPMENT. T--i` t EfET RA-IL SHfLt- Q E g.;% 4-4, ESS1=g PI)RCH166E-S -INE EULPM)7 trri A5 e(1U1)16E8 �• . 1 . \ T Z5 UNbERSS OO•p TN'aT THE CITY f ELGIN Z5SELF��15tAt 9. INSURANCE - ■ ... . hi i - .. . . . . - . - i• .. . - _ . - „ — - --.--=',, -'''.- - ----- -- "__- ----, :2----:"---"--=-.- ----:-�� E[I= ..Y� •.' .�c,.Ai.c. , ' :- IIIIIIIk J -.--��cCs....._ ,- .:Litt' , iQa:�' . . i'- . - . imary insur. . . . • . .• a - - :.. . . assign . • .-. . • • • - . s ,. ••t . "" .. • .e main ame.an. t . oun . ess . o •. .. ace-- . . 0 !'• 10. LOSS OR DAMAGE TO EQUIPMENT- a. Lessee hereby assumes the entire risk of any loss,theft,damage to or destruction of the EQUIPMENT,or any part thereof,from any cause (hereinafter"Loss or Damage"). In the event of Loss to the EQUIPMENT,Lessee shall promptly report same to the appropriate insurance companies, to Lessor,and to all concerned governmental agencies. Lessee shall not be relieved from its obligations to pay rent or to perform any other of its obligations under this Lease by reason of any Loss or Damage;all of Lessee's obligations shall c ntinue in full force and effect notwithstanding such Loss orDamage.*WH1t...E Ecarei oNT T$ 1,4 PPSSfSSZ1iv AWOCAI hrrn31.• F b. In the event of any Loss or Damage,Lessee,at the sole option of Lessor,shall either: LESSQ (i) promptly repair the EQUIPMENT and place it in good repair and working condition in accordance with the standards set forth in Section 15,below;or (ii) pay Lessor the Stipulated Loss Value,as hereinafter defined,within sixty(60)days of notification by Lessor that Lessor has elected to receive the Stipulated Loss Value rather than require repair of the EQUIPMENT. c. "Stipulated Loss Value"shall be(i)an amount equal to the total of all rent and any other amounts,if any,due with respect to the lease of the EQUIPMENT as of the date of payment of the Stipulated Loss Value plus(ii)the concluding payment amount shown on Schedule Il for such payment date. d. Lessor shall pay any insurance proceeds received pursuant to Section 9,above,to satisfy any obligation of Lessee to Lessor hereunder and remit the balance,if any,to Lessee. - I I. PAYMENT OF TAXES BY LESSEE-In addition to rent,Lessee shall pay promptly all taxes,assessments and other governmental charges levied or assessed upon Lessee's interest in the EQUIPMENT,upon the use or operation thereof,or on the earnings arising therefrom,and as additional sums due,shall promptly pay or reimburse the Lessor for all taxes,assessments and other governmental charges(including fees for titling and registration of the EQUIPMENT)levied or assessed against and paid by the Lessor on account of its interest in the EQUIPMENT or levied or assessed against the EQUIPMENT or any part thereof,for the use or operation thereof,or the leasing thereof,to the Lessee,or the rint �X f herein provided for,or the earnings arising therefrom,exclusive however of any taxes based on net income of Lessor.T 4E cr17 OF FLC[ friPT 12. POSSESSION AND USE OF EQUIPMENT-Lessor covenants to Lessee that as long as Lessee shall not be in default under this Lease,c141M (211Pp(?rY A 4 Lessee may possess and use the EQUIPMENT in accordance with this Lease. SQ r . it 13. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR-If Lessee shall fail to promptly perform any of its obligations under this Lease,Lessor may,at any time thereafter,perform the same without thereby waiving the default,and any expense or liability incurred by Lessor, together with Lessee's then prevailing late payment charge or the highest lawful rate,whichever is less,shall be payable by Lessee as additional rent hereunder. 14. INSPECTION-Lessor or its agents shall have the right from time to time during reasonable business hours to enter upon Lessee's premises,or relsewhere,for the purpose of confirming the existence,condition,and proper maintenance of the EQUIPMENT. 15. OPERATION,MAINTENANCE AND MODIFICATION-Lessee shall operate,possess,and maintain the EQUIPMENT and any records pertaining thereto in compliance with all applicable Federal,state and local laws and regulations. Lessee shall not make any material alterations to the EQUIPMENT without the prior written consent of Lessor. Lessee,shall at its own expense,maintain and keep the EQUIPMENT in good order and repair in accordance with the manufacturer's published manuals and other instructions. All parts,accessories and other personal property which are added or become attached to the EQUIPMENT shall immediately become the property of Lessor at no cost,and shall,be deemed incorporated in the EQUIPMENT and subject to the terms of this Lease. 16. INDEMNITY - _ .. - - - . . . . . i ..e_attorneys' fees)sauses-ef•astio• - - - - • . . . • . .. ' ca .- •f t.- _ . et.entie. .eow e . " :o . • -. al : - . - ►.•_ ee'serrirt'cos an. - . . . : :- :•: . .. . .• tc - . .ug .•ainst Lessor,ei era one. . c. ".nc . •• . •_ , .:: • '.:"-• . •'. ).114 Czry CAS looTAiAfrANtci 8Yi.45, 17. ASSIGNMENT AND SUBLEASE-Lessee shall not sell,transfer,assign,pledge or sublease,its interest in the Lease or the EQUIPMENT, without the prior written consent of Lessor. Lessor may assign this Lease and its rights hereunder in whole or in part,without Lessee's consent. 18. EVENTS OF DEFAULT-The occurrence of any other following shall,at the option of Lessor and without any notice other than provided herein,constitute an event of default under this Lease: a. Lessee fails to pay any rent or other sums due hereunder and such failure shall continue for ten(10)days. b. Lessee fails to perform any other covenant herein and such failure continues for fifteen(15)days after written notice thereof by Lessor or Lessee. c. Lessee files a petition in bankruptcy or for reorganization or for an arrangement pursuant to the U.S. Federal Bankruptcy Act,or any similar Law. d. A receiver,trustee or liquidator(or other similar official)is appointed for or takes possession or charge of Lessee,substantially all of its assets,or any EQUIPMENT. e. Lessee's interest in any EQUIPMENT is levied upon or attached in any proceeding,and such process is not vacated or discharged within ninety(90)days thereafter, . f. Lessee attempts to sell,transfer,encumber,sublet or part with possession of any EQUIPMENT without Lessor's prior written consent. 19. REMEDIES OF LESSOR- a. Upon the occurrence of any event of default.or at any time thereafter,Lessor,at its sole option may exercise one or more of the following remedies. (i) Lessor may terminate this Lease upon written notice to Lessee,without prejudice to any other remedies hereunder. -: • .t a . en e . e ' - ' • • .. -:. . .-::- - - • -.:- • _ ess ( •4 4I 1 1 ‘7 Proceed by appropriate action either at law or in equity to enforce performance by Lessee of the applicable covenants of this Lease or to recover damages for breach thereof. r as AcIkEEmeJr SNAt..L QE So TEc-r To ANo 6, VE K.I Sy-T-4-1E LAWS oC THE STATE Of .u.....-1.0.71.5 „ \j1 N-) k- f'','tiuE 'RES 0L0-1 i13N o0.,.;y tiSPtY$ on-T-4-4 FtJfo(-lcEMQ0'i oc- -NNy ,E4CkeTs N G wi 0.v w- -11\J C3fJNeCTLv14r N TNTS AGREEMQt\fT S I-} ... hE CIRcvrc c r o-v Ki-tE c_wr\ry� INoXs - >. 1'"' 'li".T— irta. . .. irT.'rr�' Ef(+in>ia. .. •. .u' •.�iiT7 :'nl9.�l-'•' ,• —_... 441111Y EQUIP •. . . • . , ivate t •• -on . • . . • •, .. • . . -.•• . e ore!. • . s, . , • .., . , . . . . . • . . - .• .-a..lied • ('- . all of the costs • •es a . •".ses i. • •• ..'.• .•• • • • • o _ .e -FsctlaDIEN-T4..then-- (i . . p . .• ._ • .. , (' • .re .. .- r ssee an' . . . ••., • ..•. • .•_ .•.. t. requrat fcu same' gix No remedy of Lessor hereunder shall be exclusive of any other remedy provided herein or by law. Each shall be cumulative and in addition to every other remedy. A waiver of default shall not be a waiver of any other or subsequent default. f • •• . . - - 'xe . .. .',. . -nti cont . . . C.. , .. •••• . . . •- .-car". • es . o •e • .- a. . .-r s. ase or un.e -nrl . • . I •_ • --•een w- see and . • . •. • . .0 un.- - term . • • " n. • • • . es . • • und- -• . •ny. • 20. FURTHER ASSURANCE-Lessee shall during the term hereunder hereof execute and deliver to Lessor such instruments and assurances as Lessor reasonably deems necessary for the protection of Lessor's rights hereunder. 21. NOTICES-All notices shall be in writing and deemed delivered when posted in the U.S.Mails registered or certified,return receipt requested, to Lessor or Lessee at their respective address shown above or at any later address last known to the sender. 22. SEVERABILITY-If any provision herein is invalid under any applicable law,such provision shall be inapplicable and deemed omitted,but the remaining provisions hereof,including default remedies,shall be given effect in accordance with the manifest intent thereof. 23. ENTIRE AGREEMENT,NO AGENCY,TITLES-This instrument,including all appendices,constitutes the entire Agreement between the parties. No term or provision of this Lease may be changed,waived,amended or terminate except by a written agreement signed by both parties. It is expressly agreed that no manufacturer or other third party is authorized to act as an agent or on behalf of the Lessor. The titles of the Sections of this Lease are for convenience only and shall not define or limit any of the terms or provisions hereof. 24. FINANCING STATEMENTS-At Lessor's request,Lessee will join Lessor in executing any necessary or appropriate Financing Statements. A photographic copy of this Lease may be filed as a financing statement under the Uniform Commercial Code. 25. JURISDICTION,APPLICABLE LAW - Any dispute arising out of this Lease not otherwise settled amicably shall be adjudicated in the courts of general jurisdiction and the laws of the State indicated below. 26. TITLE-Title to the EQUIPMENT shall pass to and vest in Lessee upon the commencement of the term of the Lease. Lessor,however,shall retain a security interest in the EQUIPMENT until Lessee shall have made all the payments required hereunder and shall have kept and performed all the agreements it has made herein,notwithstanding the possession and use of the EQUIPMENT by Lessee as herein provided. Lessee hereby grants a security interest in the Equipment described in the Schedules hereto and its proceeds to secure the performance and 411111) payment of all obligations and indebtedness of whatever kind and whenever created,either direct or indirect,absolute or contingent,primary,or secondary,due or to become due and whether now existing or hereafter arising and howsoever evidenced or acquired,whether joint or several,or joint and several,of Lessee owing to Lessor(including but not limited to all of Lessee's obligations under this Lease)or any other affiliate of Lessor(all of which may be hereinafter collectively referred to as the"Obligations");and Lessee hereby agrees that the extent to which Lessor is entitled to purchase money priority for its security interest in such Equipment shall be determined by reference to the total rental amount owing, if any,with respect to such Equipment under the relevant Schedule at the time of any such determination. 27. * IN WITNESS WHEREOF,the Lessor and Lessee have each caused this Lease to be duly executed. This Lease is executed as of Oct 31 20 02 LESSOR: LESSEE: Name: Textron Financial Corporation Name:City of Elgin By: By: Name&Title: Patricia Herrington.Asst.Leasing Manager ' Name&Title:Ed Schock, Mayor Address: An Agency of Political Subdivision of the State of IL Address Mclean Blvd Elgin,IL 60120 X27. This agreement between the parties hereto and a--companion agreement EZ000047(02/01) dated this same date shall replace, supersede and nullify any and all preexisting agreements between the parties hereto. • I1llhi1flhI1JtUUiL 'TFC TEXTRON Textron Financial Corporation. Subsidiary of Textron Inc. INCUMBENCY CERTIFICATE Lease No. TE1 - I, .s/ , do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of City of Elgin a political subdivision or agency of the State of✓Illinois that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain equipment lease dated between such entity and the Lessor named therein, and to do all things which they deem necessary on behalf of such entity in order to more completely effectuate the purposes of said Equipment Lease. NAME TITLE SIGNATURE ✓ ✓ x ✓ ✓ x ✓ ,/ x IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this day of X SEAL Secretary/Clerk 11111-). -111) =L RIDER NO.1 Re: Tax Exempt Equipment Lease dated the date hereof(the "Lease"), between Textron Financial Corporation("Lessor")and City of Elgin ("Lessee"). The Following are added as additional terms and agreements of the above-identified Lease. TAX INDEMNITY. Lessor and Lessee acknowledge and agree that the Lease terms offered by Lessor to Lessee hereunder contemplate certain tax benefits consisting of the exemption from income of interest on state and local bonds described in Section 103 of the Internal Revenue Code of 1986,as amended from time to time(the"Code")being available to Lessor or its assigns over the term of the Lease(the"Tax Benefits"). Lessee shall indemnify Lessor in the event (a "Disallowance") that the Tax Benefits are disallowed, disqualified, recaptured or reduced for any reason by the Internal Revenue Service (the "IRS"), including failure to file the appropriate informational returns concerning the Lease or to otherwise satisfy the reporting requirements of Section 149(e) of the Code. Such indemnification shall be accomplished by an adjustment to the scheduled payments under the Lease to an amount equal to $ per month to be effected as follows: (a) the adjusted payments shall be payable monthly beginning with the first payment date scheduled 15 days after Lessor's notice to Lessee of the Disallowance, and (b) with respect to all interest and penalties, if any, incurred by Lessor with respect to a Disallowance, and the aggregate amount of the difference between the adjusted payments stated above and all payments previously made under the Lease, Lessee shall have the option of paying such amounts in a lump sum payment to Lessor (which shall be paid within 30 day after notice of the Disallowance) or having such amounts financed over the remaining term of the Lease at Lessor's then current rates. Lessee represents and warrants that attached hereto is an executed original of IRS Form Number 8038-GC which accurately describes the terms of the Lease, and the amount financed under the Lease is less than $100,000.00, Lessee agrees that the information described in the attached form shall be appropriately 41111) incorporated into an annual consolidated informational return or other reports required by the IRS which shall be filed by the Lessee in a timely manner. Lessor and Lessee have caused this Rider No. 1 to be executed by their duly authorized representatives as of LESSOR: LESSEE: Textron Financial Corporation City of Elgin • By: By: Name: Patricia Herrington Name: Title: Asst.Leasing Manager Title: _ _ II IIIc 11111_ I I tIU_ 111 cam' i ce. _._ � t� - V — Textron Financial Corporation. Subsidiary of Textron Inc. VA OPINION OF COUNSEL To:Textron Financial Corporation Lessor 40 Westminster Street Address Providence,RI 02903 City,State,Zip Re: EQUIPMENT LEASE# dated Gentlemen: I am a member of the bar of the State of 1( Illinois , and have acted as counsel to the City of Elgin , State of✓ Illinois , (the "Lessee") with respect to that certain Equipment Lease (The "Lease") dated , by and between the Lessor named therein and the Lessee. I have reviewed the Lease and such other documents, records and certificates of Lessee and appropriate public officials as I have deemed relevant and am of the opinion that: 1. The Lessee is a✓municipal corporation of the State of✓Illinois and qualifies as such within the meaning of Section 103 of the Internal Revenue Code of 1954, as amended; 2. The execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee; and The Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms, except as may be limited by the laws of bankruptcy and insolvency, and laws of general application involving the rights of creditors, and except that the term "enforceable" shall not be deemed to include the availability of specific performance or any other equitable remedy in respect of any provision of the Lease to the extent there is available an adequate remedy at law. Very Truly yours, x By: Michael R. Gehrman Assistant Corporation Counsel 111111111111111111111111111111111011111111111111111 -_ - _ D # 1 0 0 2 1 8 2 A 1 1 8 0 n .4111V. Form ��_�~information eta urn foF aT iTiempf _�ovee mentg6b tions----------- -- - - ► Under Internal Revenue Code section 149(e) OMB No.1545-0720 (Rev. M. 1995) ► See separate Instructions. Department . the Treasury (Note: Use Form8038-GCeissue priceis ue , . InternalInternal • _ SerServiceFif the �indr$100000) Part I Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's .me 2 Issuer's employer identification number City o . _in i/ • 3 Number ands, •et(or P.O. box if mail is not delivered to street address) Room/sui 4 Report number 150 Dexter Co ✓G19 - 5 City,town,or post o ce, state,and ZIP code 6 Date of issue Elgin,IL 60120 ✓ 7 Name of issue / 8 CUSIP number Part II Type of Issue (ch• k applicable box(es) and enter the issue pri'e) 9 0 Education (attach schedule- -e instructions) , 9 $ 10 0 Health and hospital (attach sc -dule-see instructions) 10 11 0 Transportation 11 12 0 Public safety 12 13 0 Environment(including sewage bonds 13 14 0 Housing 14 15 0 Utilities 15 16 ❑ Other. Describe(see instructions) 0- Parks 'ecreation 16 213,666.05 17 If obligations are tax or other revenue anticipation • check •,ox ► ❑ 18 If obligations are in the form of a lease or installment •.le,chec box ► El Part III Description of Obligations l date Intarest rate Issue) Stated redemption Weighted (� Net interest Maturity ! - . ice at maturit avers maturrt Yield cost 19 Final maturity. I 0 00 % 213 .66.0.7 0 -1 __ , 3 . ''' 4111) 20 Entire issue . , 2 ,666.05 0 4.9 years % 0.00% Part IV Uses of Proceeds of Bond Issue tic •din• unde iters' discount 21 Proceeds used for accrued interest 21 0.00 22 Issue price of entire issue(enter amount from ne 20, column(c)),, 22 213,666.05 23 Proceeds used for bond issuance costs(inclu• ng underwriters'discount) . 23 0.00 24 Proceeds used for credit enhancement 0.00 25 Proceeds allocated to reasonably require• reserve or replacement fund L0.00 26 Proceeds used to currently refund pr'•r issuesWal0.00 27 Proceeds used to advance refund • for issues s f► 0.00 28 Total (add lines 23 through 27) 28 29 Nonrefunding proceeds of the i- ue(subtract line 28 from line 22 and enter ainoun here). . 29 213,666.05 Part V • Description of Ref ded Bonds(Complete this part only for ref un••ng bonds.) 30 Enter the remaining weight•d average maturity of the bonds to be currently refunded . . . ► years 31 Enter the remaining web. ted average maturity of the bonds to be advance refunded . . ► years 32 Enter the last date on ich the refunded bonds will be called . . ► 33 Enter the date(s) the -funded bonds were issued ► Part VI Miscellan, •us • 34 Enter the amou of the state volume cap allocated to the issue under section 141(b)(5) .\. . 34 35 Enter the amou of the bonds designated by the issuer under section 265(b)(3)(B)(i)(III)(small issuer except ) FM 36a Enter the amo t of gross proceeds invested or to be invested in a guaranteed investment contract(see instruction _• b Enter the f al maturity date of the guaranteed investment contract ► ��' ON 37 Pooled fi :ncings: a Proceeds of this issue that are to be used to make loans to other governmental units b If this • sue is a loan made from the proceeds of another tax-exempt issue, check box I. ❑ and t- the name of the iss -r I. and the date of the issue ► 38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . ► ❑ 39 If the issuer has identified a hedge, check box ► ❑ Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge and belief,they are true,correct,and complete. Please Sign Y f Here Signature of issuer's authorized representative Date Type or print name and title goz. 10/31/2002 Page 1 City of Elgin Payment Schedule ompdiki Fer•iod ---- • -Mon4hly Nominal Annual Rate : 5.500 % Effective Annual Rate : 5.641 % Periodic Rate : 0.4583 % Daily Rate • 0.01507% CASH FLOW DATA Event Start Date Amount Number Period End Date 1 Loan 12/15/2002 213,666.05 1 • 2 Payment 01/15/2003 0.00 4 Monthly 04/15/2003 3 Payment 05/15/2003 7,095.40 54 Monthly 10/15/2007 Number To Make 6 Amount to Skip 0.00 Number to Skip 6 4 Payment 11/15/2007 37,717.66 1 AMORTIZATION SCHEDULE- Normal Amortization Date Payment Interest Principal Balance Loan 12/15/2002 213,666.05 1.002 Totals 0.00 0.00 0.00 1 01/15/2003 0.00 979.30 979.30- 214,645.35 2 02/15/2003 0.00 983.79 983.79- 215,629.14 , 3 03/15/2003 0.00 988.30 988.30- 216,617.44 • 4 04/15/2003 0.00 992.83 992.83- 217,610.27 5 05/15/2003 7,095.40 997.38 6,098.02 211,512.25 6 06/15/2003 7,095.40 969.43 6,125.97 205,386.28 ' 7 07/15/2003 7,095.40 941.35 6,154.05 199,232.23 8 08/15/2003 7,095.40 913.15 6,182.25 193,049.98 9 09/15/2003 7,095.40 884.81 6,210.59 186,839.39 • 10 10/15/2003 7,095.40 856.35 6,239.05 180,600.34 •• 11 11/15/2003 0.00 827.75 827.75- 181,428.09 12 12/15/2003 0.00 831.55 831.55- 182,259.64 2003 Totals 42,572.40 11,165.99 31,406.41 _- 13 01/15/2004 0.00 835.36 835.36- 183,095.00 14 02/15/2004 0.00 839.19 839.19- 183,934.19 15 03/15/2004 0.00 843.03 843.03- 184,777.22 16 04/15/2004 0.00 846.90 846.90- 185,624.12 17 05/15/2004 7,095.40 850.78 6,244.62 179,379.50 18 06/15/2004 7,095.40 822.16 6,273.24 173,106.26 19 07/15/2004 7,095.40 793.40 6,302.00 166,804.26 20 08/15/2004 7,095.40 764.52 6,330.88 160,473.38 21 09/15/2004 7,095.40 735.50 6,359.90 154,113.48 22 10/15/2004 7,095.40 706.35 6,389.05 147,724.43 10/31/2002 Page 2 City of Elgin Payment Schedule Date Payment Interest Principal Balance 23 11/15/2004 0.00 677.07 677.07- 148,401.50 24 12/15/2004 0.00 680.17 680.17- 149,081.67 2004 Totals 42,572.40 9,394.43 33,177.97 25 01/15/2005 0.00 683.29 683.29- 149,764.96 26 02/15/2005 0.00 686.42 686.42- 150,451.38 27 03/15/2005 0.00 689.57 689.57- 151,140.95 ' 28 04/15/2005 0.00 692.73 692.73- 151,833.68 29 05/15/2005 7,095.40 695.90 6,399.50 145,434.18 30 06/15/2005 7,095.40 666.57 6,428.83 139,005.35 31 07/15/2005 7,095.40 637.11 6,458.29 132,547.06 32 08/15/2005 7,095.40 607.51 6,487.89 126,059.17 33 09/15/2005 7,095.40 577.77 6,517.63 119,541.54 34 10/15/2005 7,095.40 547.90 6,547.50 112,994.04 35 11/15/2005 0.00 517.89 517.89- 113,511.93 36 12/15/2005 0.00 520.26 520.26- 114,032.19 2005 Totals 42,572.40 7,522.92 35,049.48 37 01/15/2006 0.00 522.65 522.65- 114,554.84 38 02/15/2006 0.00 525.04 525.04- 115,079.88 39 03/15/2006 0.00 527.45 527.45- 115,607.33 , 40 04/15/2006 0.00 529.87 529.87- 116,137.20 41 05/15/2006 . 7,095.40 532.30 6,563.10 109,574.10 42 06/15/2006 7,095.40 502.21 6,593.19 102,980.91 43 07/15/2006 7,095.40 472.00 6,623.40 96,357.51 44 08/15/2006 7,095.40 441.64 6,653.76 89,703.75 45 09/15/2006 7,095.40 411.14 6,684.26 83,019.49 46 10/15/2006 7,095.40 380.51 6,714.89 76,304.60 • 47 11/15/2006 0.00 349.73 349.73- 76,654.33 48 12/15/2006 0.00 351.33 351.33- 77,005.66 2006 Totals 42,572.40 5,545.87- 37,026.53 49 01/15/2007 0.00 352.94 352.94- 77,358.60 50 02/15/2007 0.00 354.56 354.56- 77,713.16 `• 51 03/15/2007 0.00 356.19 356.19- 78,069.35 52 04/15/2007 0.00 357.82 357.82- 78,427.17 , 53 05/15/2007 7,095.40 359.46 6,735.94 71,691.23 - 54 06/15/2007 7,095.40 328.58 6,766:82 64,924.41 55 07/15/2007 7,095.40 297.57 6,797.83 58,126.58 56 08/15/2007 7,095.40 266.41 6,828.99 51,297.59 57 09/15/2007 7,095.40 235.11 6,860.29 44,437.30 58 10/15/2007 7,095.40 203.67 6,891.73 37,545.57 59 11/15/2007 37,717.66 172.09 37,545.57 0.00 2007 Totals 80,290.06 3,284.40 77,005.66 Grand Totals 250,579.66 36,913.61 213,666.05 ______ -_ _ I_ I II II 1111 IIIJ• III TFC TEXTRON Textron Financial Corporation ACCEPTANCE CERTIFICATE Lease No. Contract or Schedule.No. _ Purchase Order No. To: TEXTRON FINANCIAL CORPORATION Address 40 Westminster Street Providence RI 02903 (City, State, Zip) The undersigned hereby certifies that all of the Equipment, described in the Purchase Order identified above, which has been issued by TFC pursuant to the Contract/Lease identified above, has been furnished to the undersigned at the location designated in the Contract/Lease, that delivery and installation of the Equipment has been fully completed as required by the Undersigned and that the Equipment has been inspected and accepted by the Undersigned as satisfactory. The Undersigned understands that TFC is relying on the foregoing certification in the purchase of the Equipment by TFC and, to induce TFC to purchase the Equipment. Dated: , 19 City of Elgin (Name of Individual, Corporation or Partnership) By: X Title:/ (If Corporation, have signed by President, Vice President or Treasurer. If Owner or Partner, state which.) 111111111DIii IIflIHIIIIDhIIHhIIIHiii111111111111I1III TEXTRON FINANCIAL - IMPORTANT INSURANCE INFORMATION 03 *Please Note*It is imperative that you reply to this notice. If a response is not received, insurance will be provided covering Textron Financial's interests and the cost will be included on your billing statement. We would like to remind you that your contract requires insurance to be in force on the equipment at all times. You may choose to insure the equipment through an insurance company of your choice meeting the requirements stated in the contract, or you may choose one of our convenient insurance programs. In order to comply with the insurance requirement of your contract please choose from one of the options below: Option 1.Automatic Insurance Program ✓ A Dedicated 800 Number for all inquiries ✓ Express Claim Processing ✓ Coverage includes, but is not limited to: Flood, Mysterious Disappearance, Theft, Fire, Lightning, Power Surge,Wind/Hurricane, Accidental Damage, and Vandalism ✓ Convenient insurance billing added to your monthly statement ✓ No deductible for losses greater than$100.00 Option 2. P.O.S. Program ✓ This program provides the same benefits as Automatic Insurance, but it offers more flexible billing. This program can bill quarterly or annually. Option 3. Provide Own Insurance Coverage If you prefer to purchase your own coverage with an outside insurance provider, TBS Insurance can assist you 411) with finding coverage to meet all of your insurance needs. Call today for a free quote 1-800-311-1964. Whichever path you choose please be sure that the coverage includes the terms noted below. Be sure to inform your insurance agent that they must display the following information on the insurance certificate and also the agent contact information. If the below information is not provided, Textron Financial will obtain coverage and include the insurance fees on your billing statement. Property—Required for Leases &Loans Liability—Required for Leases • "All Risk"Property, Including Theft • $1 Million General Liability • Deductible maximum$2,500.00 • Textron Financial as an Additional Insured • Textron Financial as Loss Payee ■ Both certificates must also include: 30-Day Notice of Cancellation, policy number, equipment description, and effective and expiration dates. If you have any further questions,please contact our Customer Service Department at 1-888-832-8032. I understand the options and obligations of the insurance requirements as they relate to my contract with Textron Financial Corporation. I have chosen the following: n Automatic Insurance (Option 1) n P.O.S. (Option 2) * I I Other Coverage—Sufficient Evidence Attached (Option 3) Signed Date Account Number PLEASE REMEMBER TO SIGN AND RETURN THIS DOCUMENT WITH YOUR CONTRACT. Thank You for Financing with Textron Financial Corporation! �__-----rte -�- TEXTRON D # 1 0021 803A1 1 60 Textron Financial Corporation SCHEDULE TO TAX-EXEMPT EQUIPMENT LEASE DATED 10/31/02 Lease No. TE1 Schedule No Purchase Order No. Vendor Reference No. Section 1 1. Description of Leased Equipment ("Equipment"): lea Refresher 1200G gold spoke hubcaps, low oil/fuel gauges&(2)sign boards 2. Location of Equipment The Highlands of Elgin Mclean Blvd, Elgin, IL 60120 3. This Schedule is subject to the following addendums: Addendum"A"= Payment schedule, Rider No. 1 -Tax Indemnity Section H $10,701.83 ' Payment Schedule: Total Principal: $ See Addendum"A" Total Interest: $ $1,842.43 enclosed. Total Payments: $ $12,544.26 Monthly Payment Date: 15th Special Instructions The Principal portion of each monthly payment is shown under the Principal Paid" column;and the interest portion is shown under the"Interest Paid"column. Concluding payments are shown under the"Balance Remaining" LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: By:X Print Name Patricia Herrington Print Name Print Title Asst. Leasing Manager Print Title • TFC TEXTRON Textron Financial Corporation ACCEPTANCE CERTIFICATE Lease No. Contract or Schedule.No. Purchase Order No. To: TEXTRON FINANCIAL CORPORATION Address 40 Westminster Street Providence RI 02903 (City, State, Zip) The undersigned hereby certifies that all of the Equipment, described in the Purchase Order identified above, which has been issued by TFC pursuant to the Contract/Lease identified above, has been furnished to the undersigned at the location designated in the Contract/Lease, that delivery and installation of the Equipment has been fully completed as required by the Undersigned and that the Equipment has been inspected and accepted by the Undersigned as satisfactory. The Undersigned understands that TFC is relying on the foregoing certification in the purchase of the Equipment by TFC and, to induce TFC to purchase the Equipment. Dated: , 19 City of Elgin (Name of Individual, Corporation or Partnership) By: X Title f (If Corporation, have signed by President, Vice President or Treasurer. If Owner or Partner, state which.) • RIDER NO.I Re: Tax Exempt Equipment Lease dated the date hereof (the "Lease"), between Textron Financial Corporation("Lessor")and City of Elgin ("Lessee"). The Following are added as additional terms and agreements of the above-identified Lease. TAX INDEMNITY. Lessor and Lessee acknowledge and agree that the Lease terms offered by Lessor to Lessee hereunder contemplate certain tax benefits consisting of the exemption from income of interest on state and local bonds described in Section 103 of the Internal Revenue Code of 1986,as amended from time to time(the"Code")being available to Lessor or its assigns over the term of the Lease(the"Tax Benefits"). Lessee shall indemnify Lessor in the event (a "Disallowance") that the Tax Benefits are disallowed, disqualified, recaptured or reduced for any reason by the Internal Revenue Service (the "IRS"), including failure to file the appropriate informational returns concerning the Lease or to otherwise satisfy the reporting requirements of Section I49(e) of the Code. Such indemnification shall be accomplished by an adjustment to the scheduled payments under the Lease to an amount equal to $ per month to be effected as follows: (a) the adjusted payments shall be payable monthly beginning with the first payment date scheduled 15 days after Lessor's notice to Lessee of the Disallowance, and (b) with respect to all interest and penalties, if any, incurred by Lessor with respect to a Disallowance, and the aggregate amount of the difference between the adjusted payments stated above and all payments previously made under the Lease, Lessee shall have the option of paying such amounts in a lump sum payment to Lessor (which shall be paid within 30 day after notice of the Disallowance) or having such amounts financed over the remaining term of the Lease at Lessor's then current rates. Lessee represents and warrants that attached hereto is an executed original of IRS Form Number 8038-GC which accurately describes the terms of the Lease, and the amount financed under the Lease is less than $100,000.00, Lessee agrees that the information described in the attached form shall be appropriately incorporated into an annual consolidated informational return or other reports required by the IRS which shall be filed by the Lessee in a timely manner. Lessor and Lessee have caused this Rider No. 1 to be executed by their duly authorized representatives as of LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: By: Name: Patricia Herrington Name: Title: Asst.Leasing Manager Title: 11 r II 11111111111111111111111111111110111111111111111 __ D # 1 0 0 2 1 8 0 3 A 1 1 8 5 t ,4") Famro �i -- — n rima forms do 6r5insitemp�s — —— Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720 (Rev.May 1995) ► Under Internal Revenue Code section 149(e) ► For calendar year ending 19 Department or the Treasury 03 Internal Revenue Service (Use Form 8038-G if the issue price of the issue is$100,000 or more.) Part I Reporting Authority Check box if Amended Return Ir. ❑ 1 Issuer's name 2 Issuers employer identification number City of Elgin , 3 Number and street(or P.O.box If mail is not delivered to street addressl Room/suite 150 Dexter Court 4 City,town,or post office,state,and ZIP code Elgin,IL 60120 Part II Description of Obligations 5 Issue price of small tax-exempt governmental obligations reported on this form 5 6 Check the box that most nearly approximates the weighted average maturity of the obligation(s): _ a 0 Less than 5 years b 0 From 5 to 10 years c 0 More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligation(s): • a 0 Less than 5% b 0 From 5%to 10% c 0 More than 10% • 8 Total issue price of the obligation(s)reported on line 5 that is/are: a Obligation(s)issued in the form of a lease or installment sale b Obligation(s)designated by the issuer under section 265(b)(3)(B)(i)(III) c Obligation(s)issued to refund prior issues A) d Loans made from the proceeds of another tax-exempt obligation 9 Check box if issuer has elected to pay a penalty in lieu of arbitrage rebate 0 Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Please and belief,they are true,correct.and complete. Sign Here Issuer's authorized representative Date Type or print name and title Paperwork Reduction Act Notice General Instructions an issue price of less than 5100,000.Each We ask for the Information on this form to such separate rerun should specify the carry out the InternalRevenue laws the Section references are to the Internal calendar year in which the issue was issued. Revenue Code unless otherwise noted. An issuer of a tax-exempt bond used to United States.You are required to give us the finance construction expenditures must file a information.We need it to ensure that you are Purpose of Form separate Form 8038-GC for each issue to complying with these laws. The time needed to complete and file this Form 8038-GC is used by issuers of give notice to the IRS that an election was form varies depending on individual tax-exempt governmental obligations to made to pay a penalty in lieu of arbitrage circumstances.The estimated average time provide the IRS with the information required rebate(see line 9 instructions). is: by section 149(e)and to monitor the Filing a consolidated return.—For all Learningabout the requirements of sections 141 through 150. tax-exempt governmental obligations with issue prices of less than 5100,000 that are law or the form . . . . 1 hr.,46 min. Who Must File not reported on a separate Form 8038-GC, Preparing the form . . . 2 hr.. 50 min. Issuers of tax-exempt governmental an issuer must file a consolidated information Copying,assembling,and obligations with issue prices of less than return including all such issues issued within sending the form to the IRS . . 16 min. $100,000 must file Form 8038-GC. the calendar year. If you have comments concerning the Issuers of a tax-exempt governmental Thus,an issuer may file a separate Form accuracy of these time estimates or obligation with an issue price of 5100,000 or 8038-GC for each of a number of small suggestions for making this form simpler,we more must file Form 8038-G,Information issues and report the remainder of small would be happy to hear from you.You can Return for Tax-Exempt Governmental issues issued during the calendar year on one write to the Internal Revenue Service, Obligations. consolidated Form 8038-GC.However,a Attention:Tax Forms Committee,PC:FP, separate Form 8038-GC must be filed to give Filing a separate return.—Issuers have the Washington,DC 20224.DO NOT send the option to file a separate Form 8038-GC for the IRS notice of the election to pay a penalty form to this address.Instead,see Where Toany tax-exempt governmental obligation with in lieu of arbitrage rebate. File on page 2. Cat.No.641088 Form 8038-GC (Rev.5-95) 2sgo3 10/31/2002 Page 1 _elk City of Elgin Payment Schedule Compound Period • Monthly Nominal Annual Rate....: 5.500 Effective Annual Rate... : 5.641 Periodic Rate : 0.4583 % Daily Rate • 0.01507% CASH FLOW DATA Event Start Date Amount Number Period End Date 1 Loan 12/15/2002 10,701.83 1 2 Payment 01/15/2003 0.00 4 Monthly 04/15/2003 3 Payment 05/15/2003 356.95 54 Monthly 10/15/2007 Number To Make 6 Amount to Skip 0.00 Number to Skip 6 4 Payment 11/15/2007 1,835.76 1 AMORTIZATION SCHEDULE - Normal Amortization • Date Payment Interest Principal Balance oPi'`Loan 12/15/2002 10,701.83 t 2002 Totals 0.00 0.00 0.00 1 01/15/20Q3 0.00 49.05 49.05- 10,750.88 • 2 02/15/2003 0.00 49.27 49.27- 10,800.15 3 03/15/2003 0.00 49.50 49.50- 10,849.65 • 4 04/15/2003 0.00 49.73 49.73- 10,899.38 . 5 05/15/2003 356.95 49.96 306.99 10,592.39 6 06/15/2003 356.95 48.55 308.40 10,283.99 7 07/15/2003 356.95 47.13 309.82 9,974.17 8 08/15/2003 356.95 45.71 311.24 9,662.93 9 09/15/2003 356.95 44.29 312.66 9,350.27 10 10/15/2003 356.95 42.86 314.09 9,036.18 • 11 11/15/2003 0.00 41.42 41.42- 9,077.60 12 12/15/2003 0.00 41.61 41.61- 9,119.21 z. 2003 Totals 2,141.70 559.08 1,582.62 13 01/15/2004 0.00 41.80 41.80- 9,161.01 14 02/15/2004 0.00 41.99 41.99- 9,203.00 15 03/15/2004 0.00 42.18 42.18- 9,245.18 16 04/15/2004 0.00 42.37 42.37- 9,287.55 17 05/15/2004 356.95 42.57 314.38 8,973.17 18 06/15/2004 356.95 41.13 315.82 8,657.35 19 07/15/2004 356.95 39.68 317.27 8,340.08 tow 20 08/15/2004 356.95 38.23 318.72 8,021.36 21 09/15/2004 356.95 36.76 320.19 7,701.17 22 10/15/2004 356.95 35.30 321.65 7,379.52 • 10/31/2002 Page 2 __________ _ _________ _ _ ________ ____ , ___,- - -411)- City of Elgin Payment Schedule Date Payment Interest Principal Balance 23 11/15/2004 0.00 33.82 33.82- 7,413.34 24 12/15/2004 0.00 33.98 33.98- 7,447.32 2004 Totals 2,141.70 469.81 1,671.89 25 01/15/2005 0.00 34.13 34.13- 7,481.45 26 02/15/2005 0.00 34.29 3429- 7,515.74 27 03/15/2005 0.00 34.45 34.45- 7,550.19 28 04/15/2005 0.00 34.61 34.61- 7,584.80 29 05/15/2005 356.95 34.76 322.19 7,262.61 30 06/15/2005 356.95 33.29 323.66 6,938.95 31 07/15/2005 356.95 31.80 325.15 6,613.80 32 08/15/2005 356.95 30.31 326.64 6,287.16 33 09/15/2005 356.95 28.82 - 328.13 5,959.03 34 10/15/2005 356.95 27.31 329.64 5,629.39 35 11/15/2005 0.00 25.80 25.80- 5,655.19 36 12/15/2005 0.00 25.92 25.92- 5,681.11 2005 Totals 2,141.70 375.49 1,766.21 37 01/15/2006 0.00 26.04 26.04- 5,707.15 38 02/15/2006 0.00 26.16 26.16- 5,733.31 39 03/15/2006 0.00 26.28 26.28- 5,759.59 40 04/15/2006 0.00 26.40 26.40- 5,785.99 41 05/15/2006 356.95 26.52 330.43 5,455.56 42 06/15/2006 356.95 25.00 331.95 5,123.61 43 07/15/2006 356.95 23.48 333.47 4,790.14 44 08/15/2006 356.95 21.95 335.00 4,455.14 45 09/15/2006 356.95 20.42 336.53 4,118.61 46 10/15/2006 356.95 18.88 338.07 3,780.54 47 11/15/2006 0.00 17.33 17.33- 3,797.87 48 12/15/2006 0.00 17.41 17.41- 3,815.28 2006 Totals 2,141.70 275.87 1,865.83 49 01/15/2007 0.00 17.49 17.49- 3,832.77 50 02/15/2007 0.00 17.57 17.57- 3,850.34 51 03/15/2007 0.00 17.65 17.65- 3,867.99 52 04/15/2007 0.00 17.73 17.73- 3,885.72. 53 05/15/2007 356.95 17.81 339.14 3,546.58 54 06/15/2007 356.95 16.26 340.69 3,205.89 55 07/15/2007 356.95 14.69 342.26 2,863.63 a 56 08/15/2007 356.95 13.12 343.83 2,519.80 3 57 09/15/2007 356.95 11.55 345.40 2,174.40 58 10/15/2007 356.95 9.97 346.98 1,827.42 59 11/15/2007 1,835.76 8.34 1,827.42 0.00 2007 Totals 3,977.46 162.18 3,815.28 Grand Totals 12,544.26 1,842.43 10,701.83 fi 1111111 1IllhIIIIIIHhIIIHhIIIH I IIII IIIDliii 11111 D # 1 0 0 2 1 8 0 3 A 1 3 5 0 h ThXTRON FINANCIAL -- IMPORTANT INSURANCE INFORMATION 03 Please Note*It is imperative that you reply to this notice. If a response is not received, insurance will be provided covering Textron Financial's interests and the cost will be included on your billing statement. We would like to remind you that your contract requires insurance to be in force on the equipment at all times. You may choose to insure the equipment through an insurance company of your choice meeting the requirements stated in the contract, or you may choose one of our convenient insurance programs. In order to comply with the insurance requirement of your contract please choose from one of the options below: Option 1.Automatic Insurance Program ✓ A Dedicated 800 Number for all inquiries ✓ Express Claim Processing ✓ Coverage includes, but is not limited to: Flood, Mysterious Disappearance, Theft, Fire, Lightning, Power Surge,Wind/Hurricane, Accidental Damage, and Vandalism ✓ Convenient insurance billing added to your monthly statement ✓ No deductible for losses greater than $100.00 Option 2. P.O.S. Program ✓ This program provides the same benefits as Automatic Insurance, but it offers more flexible billing. This program can bill quarterly or annually. rib'Option 3. Provide Own Insurance Coverage If you prefer to purchase your own coverage with an outside insurance provider, TBS Insurance can assist you with finding coverage to meet all of your insurance needs. Call today for a free quote 1-800-311-1964. Whichever path you choose please be sure that the coverage includes the terms noted below. Be sure to inform your insurance agent that they must display the following information on the insurance certificate and also the agent contact information. If the below information is not provided, Textron Financial will obtain coverage and include the insurance fees on your billing statement. Property—Required for Leases & Loans Liability—Required for Leases • "All Risk"Property, Including Theft • $1 Million General Liability • Deductible maximum$2,500.00 • Textron Financial as an Additional Insured • Textron Financial as Loss Payee ■ Both certificates must also include: 30-Day Notice of Cancellation, policy number, equipment description, and effective and expiration dates. If you have any further questions,please contact our Customer Service Department at 1-888-832-8032. I understand the options and obligations of the insurance requirements as they relate to my contract with Textron Financial Corporation. I have chosen the following: n Automatic Insurance (Option 1) 4111111 nP.O.S. (Option 2) n Other Coverage— Sufficient Evidence Attached (Option 3) Signed rDate Account Number PLEASE REMEMBER TO SIGN AND RETURN THIS DOCUMENT WITH YOUR CONTRACT. Thank You for Financing with Textron Financial Corporation! CF TEXTRON o.o_.z 1 8 0-4 A 1 1-6 '0-1" Textron Financial Corporation SCHEDULE TO TAX-EXEMPT EQUIPMENT LEASE DATED 10/31/02 Lease No. TE1 Schedule No Purchase Order No. Vendor Reference No. Section I 1. Description of Leased Equipment ("Equipment"): 5 eaWorkhorse 1200G low oil/fuel gauge 2. Location of Equipment The Highlands of Elgin Mclean Blvd, Elgin, IL 60120 3. This Schedule is subject to the following addendums: 4111) Addendum "A"=Payment schedule, Rider No. 1 -Tax Indemnity Section II Payment Schedule: Total Principal: $ $19,856.05 See Addendum"A" Total Interest: $ $3,898.75 enclosed. Total Payments: $ $23,754.80 Monthly Payment Date: 15th Special Instructions The Principal portion of each monthly payment is shown under the"Principal Paid" column;and the interest portion is shown under the"Interest Paid"column. Concluding payments are shown under the'Balance Remaining" LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: Print Name Patricia Herrington Print Name Print Title Asst. Leasing Manager Print Title • • WINIMINII 111111111• a �� TFC TEXTRON Textron Financial Corporation ACCEPTANCE CERTIFICATE Lease No. Contract or Schedule.No. Purchase Order No. To: TEXTRON FINANCIAL CORPORATION Address 40 Westminster Street Providence RI 02903 (City, State, Zip) The undersigned hereby certifies that all of the Equipment, described in the Purchase Order identified above, which has been issued by TFC pursuant to the Contract/Lease identified above, has been furnished to the undersigned at the location designated in the Contract/Lease, that delivery and installation of the Equipment has been fully completed as required by the Undersigned and that the Equipment has been inspected and accepted by the Undersigned as satisfactory. The Undersigned understands that TFC is relying on the foregoing certification in the purchase of the Equipment by TFC and, to induce TFC to purchase the Equipment. Dated: , 19 City of Elgin (Name of Individual, Corporation or Partnership) By: X Title f (If Corporation, have signed by President, Vice President or Treasurer. If Owner or Partner, state which.) • RIDER NO. I Re: Tax Exempt Equipment Lease dated the date hereof (the "Lease"), between Textron Financial Corporation("Lessor")and City of Elgin ("Lessee"). The Following are added as additional terms and agreements of the above-identified Lease. TAX INDEMNITY. Lessor and Lessee acknowledge and agree that the Lease terms offered by Lessor to Lessee hereunder contemplate certain tax benefits consisting of the exemption from income of interest on state and local bonds described in Section 103 of the Internal Revenue Code of 1986,as amended from time to time(the"Code")being available to Lessor or its assigns over the term of the Lease(the"Tax Benefits"). Lessee shall indemnify Lessor in the event (a "Disallowance") that the Tax Benefits are disallowed, disqualified, recaptured or reduced for any reason by the Internal Revenue Service (the "IRS"), including failure to file the appropriate informational returns concerning the Lease or to otherwise satisfy the reporting requirements of Section 149(e) of the Code. Such indemnification shall be accomplished by an adjustment to the scheduled payments under the Lease to an amount equal to $ per month to be effected as follows: (a) the adjusted payments shall be payable monthly beginning with the first payment date scheduled 15 days after Lessor's notice to Lessee of the Disallowance, and (b) with respect to all interest and penalties, if any, incurred by Lessor with respect to a Disallowance, and the aggregate amount of the difference between the adjusted payments stated above and all payments previously made under the Lease, Lessee shall have the option of paying such amounts in a lump sum payment to Lessor (which shall be paid within 30 day after notice of the Disallowance) or having such amounts financed over the remaining term of the Lease at Lessor's then current rates. Lessee represents and warrants that attached hereto is an executed original of IRS Form Number 8038-GC which accurately describes the terms of the Lease, and the amount financed under the Lease is less than $100,000.00, Lessee agrees that the information described in the attached form shall be appropriately 41111) incorporated into an annual consolidated informational return or other reports required by the IRS which shall be filed by the Lessee in a timely manner. Lessor and Lessee have caused this Rider No. 1 to be executed by their duly authorized representatives as of , LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: By: Name: Patricia Herrington Name: Title: Asst. Leasing Manager Title: �/ fl 1111111 IIIIIIIIHhII III1HIO I IIIIIIUhIflI 11111 rib' LLT D # 1 0 0 2 1 8 0 4 A 1 1 8 5 f F«m 8038 G� -- hnformatlo�-Return 1 r fffa , ce-mp -- Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720 (Rev.May 1995) . ► Under Internal Revenue Code section 149(e) ► For calendar year ending 19 03 Department or the Treasury internal Revenue Service (Use Form 8038-G if the issue price of the issue is$100,000 or more.) Part I Reporting Authority Check box if Amended Return P. ❑ 1 Issuer's name 2 bsuer's employer identification number City of Elgin • , 3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 150 Dexter Court 4 City,town,or post office,state.and ZIP code Elgin,IL 60120 Part II Description of Obligations 5 Issue price of small tax-exempt governmental obligations reported on this form 5 6 Check the box that most nearly approximates the weighted average maturity of the obligation(s): a 0 Less than 5 years b 0 From 5 to 10 years • c 0 More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligation(s): a 0 Less than 5% b 0 From 5%to 10% c 0 More than 10% 8 Total issue price of the obligation(s)reported on line 5 that is/are: a Obligation(s)issued in the form of a lease or installment sale 8a b Obligation(s)designated by the issuer under section 265(b)(3)(B)(i)(III) 8b c Obligation(s)issued to refund prior issues Bc d Loans made from the proceeds of another tax-exempt obligation 8d / 9 Check box if issuer has elected to pay a penalty in lieu of arbitrage rebate Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Please and belief,they are true,correct,and complete. Sign Here ' Issuer's authorized representative Date Type or print name and title Paperwork Reduction Act Notice General Instructions an issue price of less than$100,000.Each such separate return should specify the We ask for the information on this form to Section references are to the Internal calendar year in which the issue was issued. carry out the Internal Revenue laws of the Revenue Code unless otherwise noted. United States.You are required to give us the An issuer of afar-exempt bond used to information.We need it to ensure that you are Purpose of Form finance construction expenditures must file a complying with these laws. P separate Form 8038-GC for each issue to The time needed to complete and file this Form 8038-GC is used by issuers of give notice to the IRS that an election was form varies depending on individual tax-exempt governmental obligations to made to pay a penalty in lieu of arbitrage circumstances.The estimated average time provide the IRS with the information required rebate(see line 9 instructions). is: by section 149(e)and to monitor the Filing a consolidated return—For all Learning about the requirements of sections 141 through 150. tax-exempt governmental obligations with issue prices of less than$100,000 that are law or the form . - . . 1 hr.,46 min. Who Must File not reported on a separate Form 8038-GC, Preparing the form . . . 2 hr..50 min. Issuers of tax-exempt governmental an issuer must file a consolidated information Copying,assembling,and obligations with issue prices of less than return including all such issues issued within sending the form to the IRS . . 16 min. $100,000 must file Form 8038-GC. the calendar year. If you have comments concerning the Issuers of a tax-exempt governmental Thus,an issuer may file a separate Form accuracy of these time estimates or obligation with an issue price of$100,000 or 8038-GC for each of a number of small suggestions for making this form simpler,we more must file Form 8038-G,Information issues and report the remainder of small would be happy to hear from you.You can Return for Tax-Exempt Governmental issues issued during the calendar year on one write to the Internal Revenue Service, Obligations. consolidated Form 8038-GC.However,a Attention:Tax Forms Committee,PC:FP, Filing a separate retum.—Issuers have the separate Form 8038-GC must be filed to give Washington,DC 20224.DO NOT send the option to file a separate Form 8038-GC for the IRS notice of the election to pay a penalty form to this address.Instead,see Where To any tax-exempt governmental obligation with in lieu of arbitrage rebate. File on page 2. Cat.No.64108B Form 8038—GC (Rev.5-95) A. I g641, 10/31/2002 Page 1 City of Elgin Payment Schedule ompoundlseriod- 1Vfonth1 - Nominal Annual Rate : 5.500 % Effective Annual Rate : 5.641 % Periodic Rate • 0.4583 % Daily Rate - 0.01507 • CASH FLOW DATA Event Start Date Amount Number Period End Date ' 1 Loan 12/15/2002 19,856.05 1 2 Payment 01/15/2003 0.00 4 Monthly 04/15/2003 3 Payment 05/15/2003 545.80 54 Monthly 10/15/2007 Number To Make 6 Amount to Skip 0.00 Number to Skip 6 4 Payment 11/15/2007 7,380.80 1 AMORTIZATION SCHEDULE -Normal Amortization 1 • Date - Payment Interest Principal Balance Loan 12/15/2002 19,856.05 2002 Totals 0.00 0.00 0.00 41111i 1 01/15/2003 0.00 91.01 91.01- 19,947.06 . 2 02/15/2003 0.00 91.42 91.42- 20,038.48 3 03/15/2003 0.00 91.84 91.84- 20,130.32 4 04/15/2003 0.00 92.26 92.26- 20,222.58 5 05/15/2003 545.80 92.69 453.11 19,769.47 6 06/15/2003 545.80 90.61 455.19 19,314.28 - 7 07/15/2003 545.80 88.52 457.28 18,857.00 8 08/15/2003 545.80 86.43 459.37 18,397.63 9 09/15/2003 545.80 84.32 461.48 17,936.15 10 10/15/2003 545.80 82.21 463.59 17,472.56 • 11 11/15/2003 0.00 80.08 80.08- 17,552.64 12 12/15/2003 0.00 80.45 80.45- 17,633.09 2003 Totals 3,274.80 1,051.84 2,222.96 13 01/15/2004 0.00 80.82 80.82- 17,713.91 1 14 02/15/2004 0.00 81.19 81.19- 17,795.10 15 03/15/2004 0.00 81.56 81.56- 17,876.66 16 04/15/2004 0.00 81.93 81.93- 17,958.59 17 05/15/2004 545.80 82.31 463.49 17,495.10 18 06/15/2004 545.80 80.19 465.61 17,029.49 19 07/15/2004 545.80 78.05 467.75 16,561.74 20 08/15/2004 545.80 75.91 469.89 16,091.85 21 09/15/2004 545.80 73.75 472.05 15,619.80 22 10/15/2004 545.80 71.59 474.21 15,145.59 10/31/2002 Page 2 City of Elgin Payment Schedule -=-=----=------------------------ ---- -------- ---- erest Date Payment IntPrincipal Balance 23 11/15/2004 0.00 69.42 69.42- 15,215.01 24 12/15/2004 0.00 69.74 69.74- 15,284.75 2004 Totals 3,274.80 926.46 2,348.34 25 01/15/2005 0.00 70.06 70.06- 15,354.81 26 02/15/2005 0.00 70.38 70.38- 15,425.19 27 03/15/2005 0.00 70.70 70.70- 15,495.89 28 04/15/2005 0.00 71.02 71.02- 15,566.91 . 29 05/15/2005 545.80 71.35 474.45 15,092.46 30 06/15/2005 545.80 69.17 476.63 14,615.83 31 07/15/2005 - 545.80 66.99 478.81 14,137.02 32 08/15/2005 545.80 64.79 481.01 13,656.01 33 09/15/2005 545.80 62.59 483.21 13,172.80 34 10/15/2005 545.80 60.38 485.42 12,687.38 f 35 11/15/2005 0.00 58.15 58.15- 12,745.53 36 12/15/2005 0.00 58.42 58.42- 12,803.95 2005 Totals 3,274.80 794.00 2,480.80 37 01/15/2006 0.00 58.68 58.68- 12,862.63 38 02/15/2006 0.00 58.95 58.95- 12,921.58 39 03/15/2006 0.00 59.22 59.22- 12,980.80 r40 04/15/2006 0.00 59.50 59.50- 13,040.30 • 41 05/15/2006 545.80 59.77 486.03 12,554.27 42 06/15/2006 545.80 57.54 488.26 12,066.01 43 07/15/2006 545.80 55.30 490.50 11,575.51 44 08/15/2006 545.80 53.05 492.75 11,082.76 3 45 09/15/2006 545.80 50.80 495.00 10,587.76 46 10/15/2006 545.80 48.53 497.27 10,090.49 47 11/15/2006 0.00 46.25 46.25- 10,136.74 - 48 12/15/2006 0.00 46.46 46.46- 10,183.20 2006 Totals 3,274.80 654.05 2,620.75 49 01/15/2007 0.00 46.67 46.67- 10,229.87 50 02/15/2007 0.00 46.89 46.89- 10,276.76 51 03/15/2007 0.00 47.10 47.10- 10,323.86 52 04/15/2007 0.00 47.32 47.32- 10,371.18 _ 53 05/15/2007 545.80 47.53 498.27 9,872.91 54 06/15/2007 545.80 45.25 500.55 9,372.36 55 07/15/2007 545.80 42.96 502.84 8,869.52 . 56 08/15/2007 545.80 40.65 505.15 8,364.37 57 09/15/2007 545.80 38.34 507.46 7,856.91 58 10/15/2007 545.80 36.01 509.79 7,347.12 59 11/15/2007 7,380.80 33.68 7,347.12 0.00 2007 Totals 10,655.60 472.40 10,183.20 f Grand Totals 23,754.80 3,898.75 19,856.05 ii UI 1 iii 111111 IIIIIIIIIIflhIIJIII I IIIIIIIUIIIIII iii D # 1 0 0 2 1 8 0 4 A 1 3 5 0 r TEXTRON FINANCIAL IMPORTANT INSURANCE INFORMATION 03 *Please Note*It is imperative that you reply to this notice. If a response is not received, insurance will be provided covering Textron Financial's interests and the cost will be included on your billing statement. We would like to remind you that your contract requires insurance to be in force on the equipment at all times. You may choose to insure the equipment through an insurance company of your choice meeting the requirements stated in the contract, or you may choose one of our convenient insurance programs. In order to comply with the insurance requirement of your contract please choose from one of the options below: Option 1.Automatic Insurance Program ✓ A Dedicated 800 Number for all inquiries ✓ Express Claim Processing ✓ Coverage includes, but is not limited to: Flood, Mysterious Disappearance, Theft, Fire, Lightning, Power Surge,Wind/Hurricane,Accidental Damage, and Vandalism ✓ Convenient insurance billing added to your monthly statement I No deductible for losses greater than $100.00 Option 2. P.O.S. Program I This program provides the same benefits as Automatic Insurance, but it offers more flexible billing. This program can bill quarterly or annually. Option 3. Provide Own Insurance Coverage If you prefer to purchase your own coverage with an outside insurance provider, TBS Insurance can assist you with finding coverage to meet all of your insurance needs. Call today for a free quote 1-800-311-1964. Whichever path you choose please be sure that the coverage includes the terms noted below. Be sure to inform your insurance agent that they must display the following information on the insurance certificate and also the agent contact information. If the below information is not provided, Textron Financial will obtain coverage and include the insurance fees on your billing statement. Property—Required for Leases & Loans Liability—Required for Leases • "All Risk"Property, Including Theft • $1 Million General Liability • Deductible maximum$2,500.00 • Textron Financial as an Additional Insured • Textron Financial as Loss Payee ■ Both certificates must also include: 30-Day Notice of Cancellation, policy number, equipment description, and effective and expiration dates. If you have any further questions,please contact our Customer Service Department at 1-888-832-8032. I understand the options and obligations of the insurance requirements as they relate to my contract with Textron Financial Corporation. I have chosen the following: n Automatic Insurance (Option 1) n P.O.S. (Option 2) n Other Coverage—Sufficient Evidence Attached (Option 3) Signed _ Date Account Number 411) PLEASE REMEMBER TO SIGN AND RETURN THIS DOCUMENT WITH YOUR CONTRACT. Thank You for Financing with Textron Financial Corporation! TEXTRON__._ _ D # 10021806A1160z Textron Financial Corporation SCHEDULE TO TAX-EXEMPT EQUIPMENT LEASE DATED 10/31/02 Lease No. TE1 Schedule No Purchase Order No. Vendor Reference No. Section 1. Description of Leased Equipment ("Equipment"): 1 ea 954E Shuttle gold spoke hubcaps,charge meter 2. Location of Equipment The Highlands of Elgin Mclean Blvd, Elgin, IL 60120 3. This Schedule is subject to the following addendums: Addendum"A"= Payment schedule, Rider No. 1 -Tax Indemnity Section II - Payment Schedule: Total Principal: $ $6,967.00 See Addendum"A" Total Interest: $ $1,155.84 enclosed. Total Payments: $ $8,122.84 Monthly Payment Date: 15th Special Instructions The Principal portion of each monthly payment is shown under the"Principal Paid" column;and the interest portion is shown under the"Interest Paid"column. Concluding payments are shown under the"Balance Remaining" LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: By:X Print Name Patricia Herrington Print Name Print Title Asst. Leasing Manager Print Title lI_IIIIIIIIIIIIIIIIIIIIIIIiLIIIIIIIIIIIIIIII�IIIIIN4-1III TFC TEXTRON Textron Financial Corporation ACCEPTANCE CERTIFICATE Lease No. Contract or Schedule.No. Purchase Order No. To: TEXTRON FINANCIAL CORPORATION Address 40 Westminster Street Providence RI 02903 (City, State, Zip) The undersigned hereby certifies that all of the Equipment, described in the Purchase Order identified above, which has been issued by TFC pursuant to the Contract/Lease identified above, has been furnished to the undersigned at the location designated in the Contract/Lease, that delivery and installation of the Equipment has been fully completed as required by the Undersigned and that the Equipment has been inspected and accepted by the Undersigned as satisfactory. The Undersigned understands that TFC is relying on the foregoing certification in the purchase of the Equipment by TFC and, to induce TFC to purchase the Equipment. Dated: , 19 City of Elgin (Name of Individual, Corporation or Partnership) By: X Title (If Corporation, have signed by President, Vice President or Treasurer. If Owner or Partner, state which.) 41111b4 RIDER NO.1 Re: Tax Exempt Equipment Lease dated the date hereof (the "Lease"), between Textron Financial Corporation("Lessor")and City of Elgin ("Lessee"). The Following are added as additional terms and agreements of the above-identified Lease. TAX INDEMNITY. Lessor and Lessee acknowledge and agree that the Lease terms offered by Lessor to Lessee hereunder contemplate certain tax benefits consisting of the exemption from income of interest on state and local bonds described in Section 103 of the Internal Revenue Code of 1986,as amended from time to time(the"Code")being available to Lessor or its assigns over the term of the Lease(the"Tax Benefits"). Lessee shall indemnify Lessor in the event (a "Disallowance") that the Tax Benefits are disallowed, disqualified, recaptured or reduced for any reason by the Internal Revenue Service (the "IRS"), including failure to file the appropriate informational returns concerning the Lease or to otherwise satisfy the reporting requirements of Section 149(e) of the Code. Such indemnification shall be accomplished by an adjustment to the scheduled payments under the Lease to an amount equal to $ per month to be effected as follows: (a) the adjusted payments shall be payable monthly beginning with the first payment date scheduled 15 days after Lessor's notice to Lessee of the Disallowance, and (b) with respect to all interest and penalties, if any, incurred by Lessor with respect to a Disallowance, and the aggregate amount of the difference between the adjusted payments stated above and all payments previously made under the Lease, Lessee shall have the option of paying such amounts in a lump sum payment to Lessor (which shall be paid within 30 day after notice of the Disallowance) or having such amounts financed over the remaining term of the Lease at Lessor's then current rates. Lessee represents and warrants that attached hereto is an executed original of IRS Form Number 8038-GC which accurately describes the terms of the Lease, and the amount financed under the Lease is less than $100,000.00, Lessee agrees that the information described in the attached form shall be appropriately incorporated into an annual consolidated informational return or other reports required by the IRS which shall be filed by the Lessee in a timely manner. Lessor and Lessee have caused this Rider No. 1 to be executed by their duly authorized representatives as of , LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: By: Name: Patricia Herrington Name: ✓ Title: Asst. Leasing Manager Title: b r II iii i iii IIIUIIIII I111111IIIIIIIII i iiiiiiiiiiiifi��iii D # 1 0 0 2 1 8 0 6 A 1 1 8 5 z Form i : A orate fort •a tun Dr of• • '- ReTtlpr —-- Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720 (Rev.May 1995) ► Under Internal Revenue Code section 149(e) ► For calendar year ending 19 Depamnent of the Treasury 03 totem!Revenue Service (Use Form 6038-G H the issue price of the issue is$100,000 or more.) Part I Reporting Authority Check box if Amended Return O. Cl 1 Issuer's name 2 Issuer's employer identification number City of Elgin 3 Number and street for P.O.box if mail is not delivered to street address) Room/suite 150 Dexter Court 4 City,town,or post office,state,and ZIP code Elgin,IL 60120 Part II Description of Obligations 5 Issue price of small tax-exempt governmental obligations reported on this form 5 6 Check the box that most nearly approximates the weighted average maturity of the obligation(s): a ❑ Less than 5 years b 0 From 5 to 10 years c 0 More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligation(s): a ❑ Less than 5% b ❑ From 5%to 10% c 0 More than 10% • 8 Total issue price of the obligation(s)reported on line 5 that is/are: a Obligation(s)issued in the form of a lease or installment sale 111 b Obligation(s)designated by the issuer under section 265(b)(3)(B)()(III) c Obligation(s)issued to refund prior issues d Loans made from the proceeds of another tax-exempt obligation 9 Check box if issuer has elected to pay a penalty in lieu of arbitrage rebate ❑ Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Please and belief,they are true,correct,and complete. Sign Here Issuer's authorized representative Date Type or print name and title Paperwork Reduction Act Notice General Instructions an issue price of less than$100,000.Each We ask for the Information on this form to such separate return should specify the out the Internal Revenue on laws 10 Section references are to the Internal calendar year in which the issue was issued. carryRevenue Code unless otherwise noted. An issuer of a tax-exempt bond used to United States.You are required to give us the finance construction expenditures must file a information.We need it to ensure that you are Purpose of Form separate Form 8038-GC for each issue to complying with these laws. The time needed to complete and file this Form 8038-GC is used by issuers of give notice to the IRS that an election was form varies depending on individual tax-exempt governmental obligations to made to pay a penalty in lieu of arbitrage circumstances The estimated average time provide the IRS with the information required rebate(see line 9 instructions). is: by section 149(e)and to monitor the Filing a consolidated return--For all Learningabout the requirements of sections 141 through 150. tax-exempt governmental obligations with issue prices of less than$100,000 that are law or the form - . 1 hr-,46 min, Who Must File not reported on a separate Form 8038-GC, Preparing the form - . . 2 hr.,50 min. Issuers of tax-exempt governmental an issuer must file a consolidated information Copying,assembling,and obligations with issue prices of less than return including all such issues issued within sending the form to the IRS - , 16 min. $100,000 must file Form 8038-GC. the calendar year. If you have comments concerning the Issuers of a tax-exempt governmental Thus,an issuer may file a separate Form accuracy of these time estimates or obligation with an issue price of$100,000 or 8038-GC for each of a number of small suggestions for making this form simpler,we more must file Form 8038-G,Information issues and report the remainder of small would be happy to hear from you.You can Return for Tax-Exempt Governmental issues issued during the calendar year on one write to the Internal Revenue Service, Obligations- consolidated Form 8038-GC.However,a Attention:Tax Forms Committee,PC:FP, Filing a separate return.—Issuers have the separate Form 8038-GC must be filed to give Washington,DC 20224.DO NOT send the option to file a separate Form 8038-GC for the IRS notice of the election to pay a penalty form to this address.Instead,see Where Toany tax-exempt governmental obligation with in lieu of arbitrage rebate. File on page 2. Cat.No.641088 Form 8038—GC (Rev.5-95) 2.1$04 10/31/2002 Page 2 City of Elgin Payment Schedule - - - - __- Date Payment Interest Principal Balance 23 11/15/2004 0.00 21.41 21.41- 4,693.58 24 12/15/2004 0.00 21.51 21.51- 4,715.09 2004 Totals 1,457.70 300.85 1,156.85 25 01/15/2005 0.00 21.61 21.61- 4,736.70 26 02/15/2005 0.00 21.71 21.71- 4,758.41 27 03/15/2005 0.00 21.81 21.81- 4,780.22 28 04/15/2005 0.00 21.91 21.91- 4,802.13 29 05/15/2005 242.95 22.01 220.94 4,581.19 30 06/15/2005 242.95 21.00 221.95 .4,359.24 31 07/15/2005 242.95 19.98 222.97 4,136.27 32 08/15/2005 242.95 18.96 223.99 3,912.28 33 09/15/2005 242.95 17.93 225.02 3,687.26 34 10/15/2005 242.95 16.90 226.05 3,461.21 35 11/15/2005 ' 0.00 15.86 15.86- 3,477.07 36 12/15/2005 0.00 15.94 15.94- 3,493.01 2005 Totals 1,457.70 235.62 1,222.08 . 37 01/15/2006 0.00 16.01 16.01- 3,509.02 38 02/15/2006 0.00 16.08 16.08- 3,525.10 39 03/15/2006 0.00 16.16 16.16- 3,541.26 r40 04/15/2006 0.00 16.23 16.23- 3,557.49 41 05/15/2006 242.95 16.31 226.64 3,330.85 42 06/15/2006 242.95 15.27 227.68 3,103.17 43 07/15/2006 242.95 14.22 228.73 2,874.44 44 08/15/2006 242.95 13.17 229.78 2,644.66 45 09/15/2006 242.95 12.12 230.83 2,413.83 46 10/15/2006 242.95 11.06 231.89 2,181.94 47 11/15/2006 - 0.00 10.00 10.00- 2,191.94 48 12/15/2006 0.00 10.05 10.05- 2,201.99 2006 Totals 1,457.70 166.68 1,291.02 49 01/15/2007 0.00 10.09 10.09- 2,212.08 50 02/15/2007 0.00 10.14 10.14- 2,222.22 ` 51 03/15/2007 0.00 10.19 10.19- 2,232.41 52 04/15/2007 0.00 10.23 10.23- 2,242.64 53 05/15/2007 242.95 10.28 232.67 2,009.97 54 06/15/2007 242.95 9.21 233.74 1,776.23 55 07/15/2007 242.95 8.14 234.81 1,541.42 56 08/15/2007 242.95 7.06 235.89 1,305.53 57 09/15/2007 242.95 5.98 236.97 1,068.56 58 10/15/2007 242.95 4.90 238.05 830.51 59 11/15/2007 834.34 3.83 830.51 0.00 2007 Totals 2,292.04 90.05 2,201.99 (0,.. Grand Totals 8,122.84 1,155.84 6,967.00 10/31/2002 Page 1 City of Elgin Payment Schedule - ._.�. .s._ _._....�__....._.-_ --- ---- ------ ---- =T-�-. _---. .�<-_.::��. �_tee-- ---. compound-Fseriod------- �-Nf-on�f�fy� --- Nominal Annual Rate....: 5.500 % Effective Annual Rate... : 5.641 % Periodic Rate • 0.4583 % Daily Rate • 0.01507 CASH FLOW DATA Event Start Date Amount Number Period End Date 1 Loan 12/15/2002 6,967.00 1 2 Payment 01/15/2003 0.00 4 Monthly 04/15/2003 3 Payment 05/15/2003 242.95 54 Monthly 10/15/2007 Number To Make 6 Amount to Skip 0.00 Number to Skip 6 4 Payment 11/15/2007 834.34 1 AMORTIZATION SCHEDULE- Normal Amortization Date Payment Interest Principal Balance • Loan 12/15/2002 6,967.00 2002 Totals 0.00 0.00 0.00 1 01/15/2003 0.00 31.93 31.93- 6,998.93 I 2 02/15/2003 0.00 32.08 32.08- 7,031.01 3 03/15/2003 0.00 32.23 32.23- 7,063.24 4 04/15/2003 0.00 32.37 32.37- 7,095.61 5 05/15/2003 242.95 32.52 210.43 6,885.18 6 06/15/2003 242.95 31.56 211.39 6,673.79 7 07/15/2003 242.95 30.59 212.36 6,461.43 8 08/15/2003 242.95 29.61 213.34 6,248.09 9 09/15/2003 242.95 28.64 214.31 6,033.78 10 10/15/2003 242.95 27.65 215.30 5,818.48 11 11/15/2003 0.00 26.67 26.67- 5,845.15 12 12/15/2003 0.00 26.79 26.79- 5,871.94 2003 Totals 1,457.70 362.64 1,095.06 =- 13 01/15/2004 0.00 26.91 26.91- 5,898.85 14 02/15/2004 0.00 27.04 27.04- 5,925.89 15 03/15/2004 0.00 27.16 27.16- 5,953.05 16 04/15/2004 0.00 27.28 27.28- 5,980.33 17 05/15/2004 242.95 27.41 215.54 5,764.79 18 06/15/2004 242.95 26.42 216.53 5,548.26 19 07/15/2004 242.95 25.43 217.52 5,330.74 20 08/15/2004 242.95 24.43 218.52 5,112.22 21 09/15/2004 242.95 23.43 219.52 4,892.70 22 10/15/2004 242.95 22A2 220.53 4,672.17 11 11111111 IIIIIIIIIIIIIIIIIIIIIflhI IIIIIIIIUhIIIIfIII D # 1 0 0 2 1 8 0 6 A 1 3 5 0 TEXTRON FINANCIAL IMPORTANT INSURANCE INFORMATION 03 *Please Note*It is imperative that you reply to this notice. If a response is not received, insurance will be provided covering Textron Financial's interests and the cost will be included on your billing statement. We would like to remind you that your contract requires insurance to be in force on the equipment at all times. You may choose to insure the equipment through an insurance company of your choice meeting the requirements stated in the contract, or you may choose one of our convenient insurance programs. In order to comply with the insurance requirement of your contract please choose from one of the options below: Option I. Automatic Insurance Program ✓ A Dedicated 800 Number for all inquiries ✓ Express Claim Processing ✓ Coverage includes, but is not limited to: Flood, Mysterious Disappearance, Theft, Fire, Lightning, Power Surge,Wind/Hurricane, Accidental Damage, and Vandalism ✓ Convenient insurance billing added to your monthly statement ✓ No deductible for losses greater than $100.00 Option 2. P.O.S. Program ✓ This program provides the same benefits as Automatic Insurance, but it offers more flexible billing. This program can bill quarterly or annually. Option 3.Provide Own Insurance Coverage If you prefer to purchase your own coverage with an outside insurance provider, TBS Insurance can assist you with fmding coverage to meet all of your insurance needs. Call today for a free quote 1-800-311-1964. Whichever path you choose please be sure that the coverage includes the terms noted below. Be sure to inform your insurance agent that they must display the following information on the insurance certificate and also the agent contact information. If the below information is not provided, Textron Financial will obtain coverage and include the insurance fees on your billing statement. Property—Required for Leases & Loans Liability—Required for Leases • "All Risk"Property,Including Theft • $1 Million General Liability • Deductible maximum$2,500.00 • Textron Financial as an Additional Insured • Textron Financial as Loss Payee • Both certificates must also include: 30-Day Notice of Cancellation, policy number, equipment description, and effective and expiration dates. If you have any further questions, please contact our Customer Service Department at 1-888-832-8032. I understand the options and obligations of the insurance requirements as they relate to my contract with Textron Financial Corporation. I have chosen the following: n Automatic Insurance (Option I) n P.O.S. (Option 2) AO. n Other Coverage—Sufficient Evidence Attached (Option 3) Signed Date Account Number PLEASE REMEMBER TO SIGN AND RETURN THIS DOCUMENT WITH YOUR CONTRACT. Thank You for Financing with Textron Financial Corporation! • • C TEXTRON__ ._ D # 1 0 0 2 1 8 0 7 A 1 1 6 0 Textron Financial Corporation SCHEDULE TO TAX-EXEMPT EQUIPMENT LEASE DATED 10/31/02 Lease No. TE1 Schedule No Purchase Order No. Vendor Reference No. Section I 1. Description of Leased Equipment ("Equipment"): 1 ea Workhorse 1200LXG ballcage 2. Location of Equipment The Highlands of Elgin Mclean Blvd, Elgin, IL 60120 3. This Schedule is subject to the following addendums: 41) Addendum "A"= Payment schedule, Rider No. 1 -Tax Indemnity Section H Payment Schedule: Total Principal: $ $6,906.84 See Addendum "A" Total Interest: $ $892.06 enclosed. Total Payments: $ $7,798.90 Monthly Payment Date: 15th Special Instructions The Principal portion of each monthly payment is shown under the"Principal Paid" column;and the interest portion is shown under the"Interest Paid"column. Concluding payments are shown under the'Balance Remaining" LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: _By:X Print Name Patricia Herrington Print Name Print Title Asst. Leasing Manager Print Title IUWIUtIllUJtLL. _ TFC TEXTRON Textron Financial Corporation ACCEPTANCE CERTIFICATE Lease No. Contract or Schedule.No. Purchase Order No. To: TEXTRON FINANCIAL CORPORATION Address 40 Westminster Street Providence RI 02903 (City, State, Zip) rib" The undersigned hereby certifies that all of the Equipment, described in the Purchase Order identified above, which has been issued by TFC pursuant to the Contract/Lease identified above, has been furnished to the undersigned at the location designated in the Contract/Lease, that delivery and installation of the Equipment has been fully completed as required by the Undersigned and that the Equipment has been inspected and accepted by the Undersigned as satisfactory. The Undersigned understands that TFC is relying on the foregoing certification in the purchase of the Equipment by TFC and, to induce TFC to purchase the Equipment. Dated: , 19 City of Elgin (Name of Individual, Corporation or Partnership) By: X Title f (If Corporation,have signed by President, Vice President or Treasurer. If Owner or Partner, state which.) RIDER NO. 1 Re: Tax Exempt Equipment Lease dated the date hereof (the "Lease"), between Textron Financial Corporation("Lessor")and City of Elgin ("Lessee"). The Following are added as additional terms and agreements of the above-identified Lease. TAX INDEMNITY. Lessor and Lessee acknowledge and agree that the Lease teens offered by Lessor to Lessee hereunder contemplate certain tax benefits consisting of the exemption from income of interest on state and local bonds described in Section 103 of the Internal Revenue Code of 1986,as amended from time to time(the"Code")being available to Lessor or its assigns over the term of the Lease(the"Tax Benefits"). Lessee shall indemnify Lessor in the event (a "Disallowance") that the Tax Benefits are disallowed, disqualified, recaptured or reduced for any reason by the Internal Revenue Service (the "IRS"), including failure to file the appropriate informational returns concerning the Lease or to otherwise satisfy the reporting requirements of Section I49(e) of the Code. Such indemnification shall be accomplished by an adjustment to the scheduled payments under the Lease to an amount equal to $ per month to be effected as follows: (a) the adjusted payments shall be payable monthly beginning with the first payment date scheduled 15 days after Lessor's notice to Lessee of the Disallowance, and (b) with respect to all interest and penalties, if any, incurred by Lessor with respect to a Disallowance, and the aggregate amount of the difference between the adjusted payments stated above and all payments previously made under the Lease, Lessee shall have the option of paying such amounts in a lump sum payment to Lessor (which shall be paid within 30 day after notice of the Disallowance) or having such amounts financed over the remaining term of the Lease at Lessor's then current rates. Lessee represents and warrants that attached hereto is an executed original of IRS Form Number 8038-GC which accurately describes the terms of the Lease, and the amount financed under the Lease is less than $100,000.00, Lessee agrees that the information described in the attached form shall be appropriately incorporated into an annual consolidated informational return or other reports required by the IRS which shall be filed by the Lessee in a timely manner. Lessor and Lessee have caused this Rider No. 1 to be executed by their duly authorized representatives as of , LESSOR: LESSEE: Textron Financial Corporation City of Elgin By: By: Name: Patricia Herrington Name: Title: Asst.Leasing Manager Title: 111111111 Iiilil111111111111111111ll 1111111IIIIiiiiiiill n- o�$ort iFetffffaT5WIrTax€�"xempr-_-- ---.�.- ----= ----- .. Form O � Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720 (Rev.May 1995) ► Under Internal Revenue Code section 149(e) 9. For calendar year ending 19 Department of the Treasury 03 internal Revenue Service (Use Form 8038-G if the issue price of the issue is$100,000 or more.) Part I Reporting Authority Check box if Amended Return► ❑ 1 Issuer's name 2 Issuers employer identification number City of Elgin 3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 150 Dexter Court 4 City,town,or post office,state,and ZIP code Elgin,IL 60120 Part II Description of Obligations 5 Issue price of small tax-exempt governmental obligations reported on this form 5 6 Check the box that most nearly approximates the weighted average maturity of the obligation(s): a 0 Less than 5 years b 0 From 5 to 10 years c 0 More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligation(s): a 0 Less than 5% b ❑ From 5%to 10% c ❑ More than 10% 8 Total issue price of the obligation(s)reported on line 5 that is/are: a Obligation(s)issued in the form of a lease or installment sale 8a b Obligation(s)designated by the issuer under section 265(b)(3)(B)(i)(III) 8b c Obligation(s)issued to refund prior issues 8c d Loans made from the proceeds of another tax-exempt obligation 8d 41/ 9 Check box if issuer has elected to pay a penalty in lieu of arbitrage rebate ❑ Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Please and belief,they are true,correct,and complete. Sign • Here Issuer's authorized representative Date Type or print name and title Paperwork Reduction Act Notice General Instructions . an issue price of less than$100,000.Each n tosuch separate return should specify the We ask for theinformation on this form carry out the InternalRevenue laws oft o Section references are to the Internal calendar year in which the issue was issued. Revenue Code unless otherwise noted. An issuer of a tax-exempt bond used to United States.You are required to give us the finance construction expenditures must file a information.We need it to ensure that you are Purpose of Form complying with these laws. P separate Form 8038-GC for each issue to The time needed to complete and file this Form 8038-GC is used by issuers of give notice to the IRS that an election was form varies depending on individual tax-exempt governmental obligations to made to pay a penalty in lieu of arbitrage circumstances.The estimated average time provide the IRS with the information required rebate(see line 9 instructions). is: by section 149(e)and to monitor the Filing a consolidated return,—For at Learning about the requirements of sections 141 through 150. tax-exempt governmental obligations with law or the form 1 hr.,46 min. Who Must File issue prices of less than$100,000 that are not reported on a separate Form 8038-GC, Preparing the form . . . 2 hr.,50 min. Issuers of tax-exempt governmental an issuer must file a consolidated information Copying,assembling,and obligations with issue prices of less than return including all such issues issued within sending the form to the IRS . . 16 min. $100,000 must file Form 8038-GC. the calendar year. If you have comments concerning the Issuers of a tax-exempt governmental Thus,an issuer may file a separate Form accuracy of these time estimates or obligation with an issue price of$100,000 or 8038-GC for each of a number of small suggestions for making this form simpler,we more must file Form 8038-G,Information issues and report the remainder of small would be happy to hear from you.You can Return for Tax-Exempt Governmental issues issued during the calendar year on one write to the Internal Revenue Service, Obligations. consolidated Form 8038-GC.However,a Attention:Tax Forms Committee,PC:FP, Filing a separate return.—Issuers have the separate Form 8038-GC must be filed to give Washington,DC 20224.DO NOT send the option to file a separate Form 8038-GC for the IRS notice of the election to pay a penalty form to this address.Instead,see Where To any tax-exempt governmental obligation with in lieu of arbitrage rebate. File on page 2. Cat.No.641088 Form 8038-GC (Rev.5-95) • 2.1 S'O7 10/31/2002 Page 1 • City of Elgin Payment Schedule Compound Period • Monthly • Nominal Annual Rate....: 5.500 % Effective Annual Rate... : 5.641 % Periodic Rate : 0.4583 % Daily Rate • 0.01507% CASH FLOW DATA Event Start Date Amount Number Period End Date 1 Loan 12/15/2002 6,906.84 1 2 Payment 01/15/2003 0.00 4 Monthly 04/15/2003 3 Payment 05/15/2003 301.95 42 Monthly 10/15/2006 Number To Make 6 Amount to Skip 0.00 Number to Skip 6 4 Payment 11/15/2006 552.10 1 AMORTIZATION SCHEDULE- Normal Amortization Date Payment Interest Principal Balance Loan 12/15/2002 6,906.84 2002 Totals 0.00 0.00 0.00 1 01/15/2003 0.00 31.66 31.66- 6,938.50 2 02/15/2003 0.00 31.80 31.80- 6,970.30 3 03/15/2003 0.00 31.95 31.95- 7,002.25 4 04/15/2003 0.00 32.09 32.09- 7,034.34 5 05/15/2003 301.95 32.24 269.71 6,764.63 6 06/15/2003 301.95 31.00 270.95 6,493.68 • 7 07/15/2003 301.95 29.76 272.19 6,221.49 8 08/15/2003 301.95 28.52 273.43 5,948.06 9 09/15/2003 301.95 27.26 274.69 5,673.37 10 10/15/2003 301.95 26.00 275.95 5,397.42 11 11/15/2003 0.00 24.74 24.74- 5,422.16 12 12/15/2003 0.00 24.85 24.85- 5,447.01 2003 Totals 1,811.70 351.87 1,459.83 13 01/15/2004 0.00 24.97 24.97- 5,471.98 & 14 02/15/2004 0.00 25.08 25.08- . 5,497.06 15 03/15/2004 0.00 25.19 25.19- 5,522.25 16 04/15/2004 0.00 25.31 25.31- 5,547.56 17 05/15/2004 301.95 25.43 276.52 5,271.04 18 06/15/2004 301.95 24.16 277.79 4,993.25 19 07/15/2004 301.95 22.89 279.06 4,714.19 20 08/15/2004 301.95 21.61 280.34 4,433.85 21 09/15/2004 301.95 20.32 281.63 4,152.22 4111) 22 10/15/2004 301.95 19.03 282.92 3,869.30 10/31/2002 Page 2 City of Elgin Payment Schedule Date Payment Interest Principal Balance 23 11/15/2004 0.00 17.73 17.73- 3,887.03 24 12/15/2004 0.00 17.82 17.82- 3,904.85 2004 Totals 1,811.70 269.54 1,542.16 25 01/15/2005 0.00 17.90 17.90- 3,922.75 26 02/15/2005 0.00 17.98 17.98- 3,940.73 27 03/15/2005 0.00 18.06 18.06- 3,958.79 28 04/15/2005 0.00 18.14 18.14- 3,976.93 29 05/15/2005 301.95 18.23 283.72 3,693.21 30 06/15/2005 301.95 16.93 285.02 3,408.19 31 07/15/2005 301.95 15.62 286.33 3,121.86 32 08/15/2005 301.95 14.31 287.64 2,834.22 33 09/15/2005 301.95 12.99 288.96 2,545.26 34 10/15/2005 301.95 11.67 290.28 2,254.98 35 11/15/2005 0.00 10.34 10.34- 2,265.32 36 12/15/2005 0.00 10.38 10.38- 2,275.70 2005 Totals 1,811.70 182.55 1,629.15 37 01/15/2006 0.00 10.43 10.43- 2,286.13 38 02/15/2006 0.00 10.48 10.48- 2,296.61 39 03/15/2006 0.00 10.53 10.53- 2,307.14 r40 04/15/2006 0.00 10.57 10.57- 2,317.71 • 41 05/15/2006 301.95 10.62 291.33 2,026.38 42 06/15/2006 301.95 9.29 292.66 1,733.72 43 07/15/2006 301.95 7.95 294.00 1,439.72 44 08/15/2006 301.95 6.60 295.35 1,144.37 45 09/15/2006 301.95 5.25 296.70 847.67 46 10/15/2006 301.95 3.89 298.06 549.61 47 11/15/2006 552.10 2.49 549.61 0.00 2006 Totals 2,363.80 88.10 2,275.70 l , k Grand Totals 7,798.90 892.06 6,906.84 s 6 S U 1 ii 111111IIIIIUiiiiiiiii11ilii iiiiiii 1 iiiiiiiiii TEXTRON FINANCIAL IMPORTANT INSURANCE INFORMATION 03 *Please Note*It is imperative that you reply to this notice. If a response is not received, insurance will be provided covering Textron Financial's interests and the cost will be included on your billing statement. We would like to remind you that your contract requires insurance to be in force on the equipment at all times. You may choose to insure the equipment through an insurance company of your choice meeting the requirements stated in the contract, or you may choose one of our convenient insurance programs. In order to comply with the insurance requirement of your contract please choose from one of the options below: Option 1.Automatic Insurance Program ✓ A Dedicated 800 Number for all inquiries ✓ Express Claim Processing ✓ Coverage includes, but is not limited to: Flood, Mysterious Disappearance, Theft, Fire, Lightning, Power Surge,Wind/Hurricane,Accidental Damage,and Vandalism ✓ Convenient insurance billing added to your monthly statement ✓ No deductible for losses greater than $100.00 Option 2.P.O.S. Program ✓ This program provides the same benefits as Automatic Insurance, but it offers more flexible billing. This program can bill quarterly or annually. Option 3. Provide Own Insurance Coverage If you prefer to purchase your own coverage with an outside insurance provider, TBS Insurance can assist you with finding coverage to meet all of your insurance needs. Call today for a free quote 1-800-311-1964. Whichever path you choose please be sure that the coverage includes the terms noted below. Be sure to inform your insurance agent that they must display the following information on the insurance certificate and also the agent contact information. If the below information is not provided, Textron Financial will obtain coverage and include the insurance fees on your billing statement. Property—Required for Leases &Loans Liability—Required for Leases • "All Risk"Property, Including Theft • $1 Million General Liability • Deductible maximum$2,500.00 • Textron Financial as an Additional Insured • Textron Financial as Loss Payee ■ Both certificates must also include: 30-Day Notice of Cancellation, policy number, equipment description, and effective and expiration dates. If you have any further questions,please contact our Customer Service Department at 1-888-832-8032. I understand the options and obligations of the insurance requirements as they relate to my contract with Textron Financial Corporation. I have chosen the following: n Automatic Insurance (Option 1) n P.O.S. (Option 2) n Other Coverage— Sufficient Evidence Attached (Option 3) Signed Date Account Number 1111) PLEASE REMEMBER TO SIGN AND RETURN THIS DOCUMENT WITH YOUR CONTRACT. Thank You for Financing with Textron Financial Corporation! 11111111111 IIIUIIIIIIH 1 iihiiiiiiiiiiii TEXTRON GOLF, TURF & SPECIALTY PRODUCTS Bob-Cat• Brouwer• Bunton • Cushman• E-Z-GO • Jacobsen• Ransomes • Ryan• Steiner November 1,2002 1451 Marvin Griffin Road Augusta, GA 30906 City of Elgin 706/798-4311 ]50 Dexter Court Fax 706/796-4508-Leasing Elgin,IL 60120 03 Re:TFC LEASE FOR The Highlands of Elgin 2ea TXT-PDS F-E Dear Sir: Enclosed are lease documents to be completed and signed by an authorized officer, owner or partner before the delivery of the Equipment can be made. PLEASE TAKE THE FOLLOWING STEPS IN COMPLETING THE LEASE DOCUMENTS: 1. Sign all documents where indicated by the X and have WITNESSED by the XX. 2. DO NOT ADD TO OR CHANGE ANY DOCUMENTS WITHOUT PRIOR CONSULTATION WITH THE UNDERSIGNED. 3. DO NOT DATE DOCUMENTS (Textron Financial Corporation assigns date when documents are executed). 4. KEEP ALL COPIES INTACT(the Lessee copy of the lease will be sent to you when fully executed by Textron Financial Corporation). 5. This deal is subject to credit approval. Should you wish to return the documents by overnight courier, our street address is: 1451 Marvin Griffin Road,Augusta,GA 30906. Thank you for your business with Textron Golf,Turf& Specialty Products. At any time that I may be of service to you,please feel free to contact me. Sincerely yours, Patricia Herrington Asst.Leasing Manager (800) 448-7476 x4529 il_g_s.s.lhaLyau want imatultlxhillingattiements _ _ _ 411)_ mailed to if it is different from location of equipment: Please specify your Federal Tax ID:_ __ r : TEXTRON FINANCIAL 16T_ IIIII 111r Lending help beyond expectations. SCHEDULE NO. TO THE MASTER LEASE AGREEMENT Lessee Name and Address: Supplier Name and Address: City of Elgin E-Z-GO Chicago 150 Dexter Court 24404 N.Highway 12 Elgin, IL 60120 Lake Zurich, IL 60047 This Schedule covers the following Equipment:2ea TXT-PDS F-E black color,tan seats,tan tops,split windshield,gold spoke hub caps, Equipment Location: The Highlands of Elgin Mclean Blvd Elgin, IL 60120 LEASE TERM: 59 Months RENT PAYMENTS:Rent payments(plus applicable taxes)will be due in payments commencing on ,20 and on the same day of each thereafter and as specified below. Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2002 2003 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ow 2004 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2005 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2006 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2007 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Payments due at Closing: $0.00 (including any taxes if applicable) Consisting of:N/A Interim Rent: $0.00 Additional Collateral: 0 CASUALTY LOSS VALUE(if applicable): MINIMUM LIABILITY INSURANCE: END OF LEASE TERM OPTION: ADDITIONAL PROVISIONS: None Executed and agreed to on, 20 , as a Schedule to and part of the Master Lease Agreement between Lessor and Lessee,dated as of, Oct 31 20 02 LESSOR: LESSEE: TEXTRON FINANCIAL CORPORATION CITY OF ELGIN BY: BY: rib' PRINT NAME: Patricia Herrington PRINT NAME: PRINT TITLE: Asst. Leasing Manager PRINT TITLE: DATE: DATE: • s {D#10021808A1065e— TEXTRON FINANCIAL Lending help beyond expectations. MASTER LEASE AGREEMENT 1. THIS MASTER LEASE AGREEMENT (THE "LEASE") IS A NON-CANCELABLE CONTRACT CONTAINING SIGNIFICANT FINANCIAL OBLIGATIONS. PLEASE READ THE ENTIRE DOCUMENT CAREFULLY BEFORE YOU SIGN. WITH CERTAIN EXCEPTIONS, WE HAVE WRITTEN THIS DOCUMENT IN "PLAIN ENGLISH". WHEN WE USE THE WORDS "YOU" OR "YOUR", WE MEAN THE LESSEE IN THE LEASE. WHEN WE USE THE WORDS "WE", "US" OR "OUR", WE MEAN TEXTRON FINANCIAL CORPORATION AND/OR LESSOR. 2. LEASE: You agree to lease from us the equipment(the "Equipment")described on each schedule which may be executed from time to time by you and us and identified as a schedule to the Lease(the"Schedule(s)"). Each Schedule will incorporate all terms of this Lease. You authorize us to correct errors in the information contained in this Lease and applicable Schedule(s)and enter additional omitted information. We will send you a copy of the final version of this Lease and applicable Schedule(s). This Lease is a complete and exclusive statement of your and our agreement for the lease of the Equipment, and may be modified in writing only. WE ARE INDEPENDENT OF THE SUPPLIER ("Supplier")AND MANUFACTURER ("Manufacturer"),AND NO EMPLOYEE OR AGENT OF THE SUPPLIER OR MANUFACTURER IS AUTHORIZED TO MODIFY THIS LEASE OR MAKE ANY REPRESENTATION OR WARRANTY ON OUR BEHALF. 3. TERM: We agree that this Lease is a"Finance Lease"as defined by Section 2A-103(g)of the Uniform Commercial Code("UCC"). You acknowledge either (a) that you have reviewed and approved any written Supply Contract (as defined by UCC 2A-103(y)) covering the Equipment purchased from the"Supplier"(as defined by UCC 2A-103(x))or(b)that we have informed or advised you, in writing,either previously or by this Lease of the following: (i)the identity of the Supplier; (ii)that you may have rights under the Supply Contract;and(iii)that you may contact the Supplier for a description of any rights you may have under the Supply Contract. The Lease will begin upon our receipt of an"Acceptance Certificate"("Term")as described in paragraph 5 of this Lease. The Term may be extended under the circumstances specified in Section 14 (the "Extended Term"). ONCE WE HAVE SIGNED THIS LEASE,YOU MAY NOT CANCEL THIS LEASE FOR ANY REASON. Lessee Initials 4. RENT:You will pay us rent in the amount(s)and at the frequency specified on the applicable Schedule(s), without abatement for any reason. If applicable,in addition to regular rent payments set forth on the applicable Schedule(s)of this Lease, you will pay to us interim rent for the use of the Equipment prior to the due date of the first payment. Interim rent will be in an amount equal to 1/30th of the monthly rental, multiplied by the number of days elapsing between the date on which the Equipment is accepted by you and the commencement date of this Lease, together with the number of days elapsing between commencement of the Lease and the due date of the first payment. The payment of interim rent will be due and payable upon the your receipt of invoice from us. The first rental payment will be specified on the applicable Schedule(s)of this Lease. Subsequent rental payments will be due on the day of the month specified in the Schedule. IF ALL OR PART OF A RENTAL PAYMENT IS NOT PAID WHEN DUE,WE MAY CHARGE YOU THE GREATER OF $25.00 OR 10% OF THE AMOUNT PAST DUE. We will determine the order in which your payments are applied to your outstanding obligations("Obligations")owing to us. 5. DELIVERY,ACCEPTANCE: If requested by us,within five (5)days after delivery and installation of the Equipment identified on a Schedule,you will sign and deliver an acceptance certificate ("Acceptance Certificate")covering the Equipment, or give us written notice specifying any defect in or other valid objection to your acceptance of the Equipment. In the event that we receive written notice from you that the obligated party has not corrected the defect within thirty(30)days from our receipt,we will not be obligated to lease the Equipment to you. Your execution of an Acceptance Certificate will conclusively establish that the Equipment covered has been accepted by you. You will be deemed to have executed an Acceptance Certificate for the Equipment unless, within five (5)days after delivery and installation of all the Equipment,you give us written notice specifying any defect in, or other objection to, the Equipment. NOTHING CONTAINED IN THIS SECTION WILL BE CONSTRUED TO DIMINISH THE EFFECT OF THE DISCLAIMER OF WARRANTY CONTAINED IN SECTION 7 OF THIS LEASE. 6. TITLE AND SECURITY INTEREST: If you have an option to purchase the Equipment at the end of the lease for its fair market value or an estimate of fair market value,we have title to the Equipment. In all other cases, you have title to the Equipment, and took title directly from the Supplier or Manufacturer. If you have title to the Equipment, you grant us a security interest in the Equipment and its accessions to secure all of your present and future Obligations owing to our affiliates or us. You will not permit any party other than us to have an interest in the Equipment. If requested by us, you will allow us to conspicuously display our ownership or security interest on the Equipment. WE WILL FILE FINANCING STATEMENTS IN YOUR NAME COVERING THE EQUIPMENT AND ITS ACCESSIONS. YOU WILL REIMBURSE US FOR OUR ADMINISTRATIVE COSTS AND THE 4III) GOVERNMENTAL FEES RELATED TO SUCH FILINGS. To further secure the Obligations,you grant us a security interest in any additional collateral ("Additional Collateral") specified on a Schedule to this Lease. Any security deposit that is pledged, as Additional Collateral'dill not earn interest, and will be commingled with our general funds. 1 + 'p 7. SELECTION, PURCHASE AND QUALITY OF EQUIPMENT: YOU SELECTED BOTH THE EQUIPMENT AND THE SUPPLIER – U - FtEn G:.rTHE`' lgET YC -r—Ai"SIS ANT:T AR-nkM1"ITEPF S WARRANTY OF ANY KIND REGARDING THE EQUIPMENT (INCLUDING IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,AND ABSENCE OF INFRINGEMENT). YOUR OBLIGATIONS UNDER THIS LEASE ARE ABSOLUTE, AND MAY NOT BE REDUCED OR OFFSET FOR ANY REASON. THOSE OBLIGATIONS WILL BE UNAFFECTED BY THE LOSS OR DESTRUCTION OF THE EQUIPMENT, ANY DISPUTE WITH ANY PARTY ABOUT THE PERFORMANCE OR SERVICING OF THE EQUIPMENT, OR THE OBSOLESCENCE OR DIMINISHED UTILITY OF THE EQUIPMENT. YOU ARE THE BENEFICIARY OF ANY PROMISES OR WARRANTIES EXTENDED TO US BY THE SUPPLIER OR MANUFACTURER, AND YOU MAY CONTACT THE SUPPLIER OR MANUFACTURER FOR A DESCRIPTION OF THOSE RIGHTS. 8. USE,REPAIRS AND SERVICE:You will use the Equipment for commercial purposes only. You will not alter the Equipment,allow it to be used by anyone other than you or your employees, or, without our permission, move it to a location different from the equipment location specified on the applicable Schedule to this Lease (the "Equipment Location"). You will not permanently integrate the Equipment with any realty, and it will remain personal property. You will use the Equipment only in the manner for which it was intended, keep it in good condition, and service it in accordance with the manufacturer's instructions. All replacement parts and additions to the Equipment either become our property or are subject to our security interest.We promise that as long as you are not in default under the terms of the Lease or Schedule(s), you may possess and use the Equipment in accordance with this Lease. You warrant that the Equipment will not be used or operated in violation of any law, ordinance or governmental regulation.We or our designated agent, may during normal business hours, inspect the Equipment and the maintenance records pertaining to the Equipment. 9. PROPERTY TAX FEE PROGRAM: You will have the option to pay a monthly fee based on a percentage of the total cost of the Equipment in lieu of paying actual property taxes on the Equipment(a"Property Tax Fee Program"). The amount of the Property Tax Fee Program shall be based on the average property tax rate effective in the state in which the Equipment is located and an estimation of the amount necessary to pay actual property taxes on the Equipment. The Property Tax Fee Program shall accrue on a monthly basis or in conjunction with rent due as specified in the applicable Schedule. If the Property Tax Fee Program is not sufficient to pay all property taxes levied or assessed against and/or paid by us then you will be billed for such actual property taxes. PLEASE CHECK THE BOX AND INITIAL IF YOU DO NOT WISH TO PARTICIPATE IN THE PROPERTY TAX FEE PROGRAM ❑rik Lessee Initials 10.RISK OF LOSS AND INSURANCE: YOU BEAR THE RISK OF LOSS FOR THE EQUIPMENT FROM THE TIME THAT IT IS SHIPPED TO YOU,AND DURING STORAGE, UNTIL IT IS RETURNED TO US AT THE DESTINATION SPECIFIED BY US. You will keep the Equipment insured for its replacement cost and/or casualty loss value,against all standard risks,and you will name us as Loss Payee on any policy. If we state a casualty loss value (the "Casualty Loss Value") it will be reflected in the applicable Schedule. Each policy will provide(a)for no less than thirty(30)days prior written notice of cancellation or non-renewal to us; (b) that such policy will not be invalidated against us or our assigns for any violation of any term of the policy or your application therefor, (c)that such insurance is primary insurance and any other insurance covering us or our assigns will be secondary and excess of such policy;and (d)that such policy will be in form and amount and with insurers acceptable to us. If we have title to the Equipment,you will also carry public liability insurance, in an amount specified by us on the applicable Schedule(s), naming us as an Additional Insured.. If you fail to provide us with evidence of such insurance, we may purchase insurance covering the Equipment that benefits us only. You will pay us for the cost of such insurance. We will promptly discontinue any insurance that we have purchased protecting our interest in the Equipment, when you provide us with evidence of your own insurance meeting the requirements of this Section. YOU GIVE US POWER OF ATTORNEY TO ENDORSE AND NEGOTIATE CHECKS PAID TO YOU AS PROCEEDS OF INSURANCE REQUIRED BY THIS SECTION. 11.TAXES:You are responsible for all taxes and other fees imposed in connection with the Lease, use or ownership of the Equipment (including sales, use, and property taxes). If we have title to the Equipment, we will pay the applicable property taxes. We will either ask you to reimburse us for the amount that we pay, or we will estimate the annual charge and bill you a ratable portion with each rental payment. TO DEFRAY THE COST OF DECLARING AND PAYING YOUR PROPERTY TAX,WE MAY CHARGE YOU AN ANNUAL FEE. 12.INDEMNITY:You will defend us (using counsel approved by us)against all claims, liabilities,suits,losses and costs(including fees of counsel)relating to the Equipment or this Lease,including those arising from the manufacture, installation, maintenance, use or ownership of the Equipment, and you will promptly pay all such claims and costs as they arise. If we have title to the Equipment, you will reimburse us for any economic loss resulting from an adverse change in the recovery period(s) or the depreciation method(s)available for the Equipment. These indemnities survive the termination or expiration of this Lease. 1 3.DEFAULT: You will be in default under this Lease if: (a) you fail to make any payment required by terms set forth on the rapplicable Schedule within ten (10) days of its due date, (b) you fail to comply with any other term of this Lease or any other agreement with us or an affiliate of ours, (c)you or any guarantor of your Obligations dies, transfers a significant portion of your assets, or goes out of business, or (d) you or any guarantor of your Obligations becomes insolvent or subject to bankruptcy, receivership,or similar reorganization or liquidation proceedings. If we waive your performance of any term of this Lease at one or more tames, .t will not preclude us from enforcing that term at a later time. 2 4; . - ..,, • +_c. ..a,_._a_ -,�_,_.__ --.__est-"====— -- r---° _-Villf-Kc4.1p4l*.rvegipeOsate :fad_ife_Jess4a£-=eqr__—=- bargain (the "Damages"). The amount of the Damages will be determined as of the time that you make payment to us for the Damages, and will be equal to the sum of: (a) all past due amounts owing under this Lease, (b)an estimate of any property tax which we will owe for the Equipment, (c)all amounts yet to become due under this Lease,and(d)the amount of any nominal price or estimated fair market value purchase option or, in the case of a fair market value purchase option, the residual value which we expected to realize for the Equipment. When calculating the Damages, all amounts which would otherwise be payable at some future date will be discounted to present value at the rate of 5% per year. We may also terminate this Lease and require you to return the Equipment to us in the manner specified in Section 14. If you fail to do so, we may go to the Equipment Location and repossess the Equipment. We may sell or re-lease the Equipment. If we sell or re-lease the Equipment,we will credit you for the present value of the sale or re-lease proceeds. We will provide you with ten (10) days advance notice of any sale of the Equipment, which you acknowledge is reasonable. You will be responsible for all recovery costs that we incur after a default, including: (A)With respect to any default under this Lease,you will reimburse us for all costs and expenses incurred by attorneys, including both our in-house attorneys and outside attorneys' and paralegals' whether or not a lawsuit or other court action is actually filed in connection with the event of default. In the event that a suit, action, arbitration, or other proceeding of any nature, including,without limitation, any proceeding under The Bankruptcy Code,any action seeking a declaration of rights or an action for rescission is instituted to interpret or enforce this Lease, including, but not limited to such fees and cost associated with trial and appeals,you agree to pay the reasonable attorneys'fees incurred in connection with such proceeding as awarded by the court. (B) $250.00 to cover our internal collection,our internal repossession and remarketing overhead. 15.PURCHASE OPTION AND RETURN OF EQUIPMENT: If you have performed all of your Obligations contained in this Lease,you may keep the Equipment at the expiration of the Term, or any Extended Term, for the purchase option price specified on the applicable Schedule. If the purchase option price is fair market value, we will specify the fair retail value that you must pay to purchase the Equipment from us. UNLESS YOU NOTIFY US OTHERWISE, OPTIONS FOR NOMINAL PRICES NOT EXCEEDING THE AMOUNT OF THE HIGHEST PERIODIC RENTAL PAYMENT WILL BE DEEMED EXERCISED, AND SUCH PRICE WILL BE ADDED TO YOUR FINAL RENT PAYMENT. In all other cases, you must notify us of your decision to keep or return the Equipment no more than one hundred twenty(120)days prior to the expiration of the Term or any Extended Term.Your purchase of the Equipment from us will be"AS-IS,WHERE-IS." If you decide to return the Equipment, you will promptly ship the Equipment to a destination specified by us at your expense. You will pay us for any damage to the Equipment in excess of ordinary wear and tear which is specified by the Manufacturer and set forth in Exhibit B(if applicable)to the applicable Schedule. If you have title to the Equipment,you will transfer title to us free and clear of the interests of others. If you do not timely notify us of your decision to keep or return the Equipment,we may extend this Lease for an additional twelve (12) month period, at the same periodic rentals required on the applicable Schedule. 16.TRANSFER AND SUBLEASE: YOU MAY NOT ASSIGN YOUR RIGHTS OR DELEGATE YOUR OBLIGATIONS UNDER THIS LEASE, OR SELL OR SUBLET THE EQUIPMENT. We may transfer our interest in this Lease or the Equipment at any time. If that happens,the rights of the new owner of this Lease to receive rents and other amounts under this Lease will not be subject to any claims or defenses that you may have against us or any other party. 17.LOUISIANA PROVISIONS: If you have title to Equipment that is located in Louisiana, you confess judgment in our favor in the amount of the Damages and other recoverable costs specified in Section 13. In the case of default,we may immediately seize that Equipment pursuant to executory process and sell it to the highest bidder. You waive all statutory protections afforded to you in connection with such seizure and sale, including rights to notice, demand, delay and appraisement contained in articles 2293, 2331,2332,2336,2639,2721 through 2724,and 2733 of the Louisiana Code of Civil Procedure. 18.FAXED DOCUMENTS: If you transmit to us by fax this Lease or any addendum or Schedule to this Lease,or any other document including,without limitation,the credit application, any guaranty or the Certificate of Acceptance of the Equipment,the fax version of the Lease, addendum, Schedule or other document, as received by us,will constitute the original of such document and will be binding on you as if manually signed. We may treat and rely upon any fax version of any such document as the signed original. However, no fax version of any such document will become effective and binding upon us until manually signed by us in our offices. If you elect to sign and transmit any document to us by fax, you waive notice of our acceptance of such document and waive receipt of a copy of the accepted document. 19.GOVERNING LAW AND PLACE FOR SUIT: This Lease and all Schedule(s)thereto will be deemed to be a contract under the laws of the State of Rhode Island and for all purposes will be governed by and construed in accordance with the laws of Rhode Island. You irrevocably agree that any legal action or proceeding brought by or against you with respect to the Lease and all Schedule(s)thereto will be brought in the courts of the State of Rhode Island or in the U.S. District Court for the District of Rhode Island. You consent to the jurisdiction of such courts and that the venue for any such action will be the County of Providence. This provision will not limit the right of Textron Financial Corporation,or its assigns,to bring such actions or proceedings against you in the court of such other states or jurisdictions where you may be subject to jurisdiction. 20.JURY TRIAL WAIVER: IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) 01 ARISING HEREUNDER,OR(B)IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY t ) • • FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY -—: --AGREE ANt Of± - _ _._ _ _ -r - _.- = COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 21.MISCELLANEOUS: All notices required by this Lease must be in writing. WE MAY CHARGE YOU A FEE FOR PREPARING LEASE HISTORIES, SENDING YOU DUPLICATE COPIES OF DOCUMENTS,AND FOR OTHER REQUESTS THAT YOU MAKE OF US CONCERNING THIS LEASE. If this Lease is considered a loan of money because you have a purchase option for a nominal price,we do not intend to charge you interest in excess of the highest lawful rate. Any interest collected in excess of that limit will be applied to reduce your loan balance,or refunded to you. LESSOR: LESSEE: TEXTRON FINANCIAL CORPORATION City of Elgin BY: BY:X PRINT NAME: Patricia Herrington PRINT NAME: tl� PRINT TITLE: Asst. Leasing Manager PRINT TITLE: f LESSEE'S TAX IDENTIFICATION NO. DATE: DATE: ADDRESS: ADDRESS: 40 WESTMINSTER STREET 150 Dexter Court rPROVIDENCE,RI 02903 Flgin_IL 60120 • 4 1111111 IIIIIIIIIIIllhIIIIIIIIIIU 111111111111111111 D # 1 0 0 2 1 8 0 8 A 1 3 5 0 3 HINANuAL - - -- IMPORTANT INSURANCE INFORMATION 03 Please Note*It is imperative that you reply to this notice. If a response is not received, insurance will be provided covering Textron Financial's interests and the cost will be included on your billing statement. We would like to remind you that your contract requires insurance to be in force on the equipment at all times. You may choose to insure the equipment through an insurance company of your choice meeting the requirements stated in the contract, or you may choose one of our convenient insurance programs. In order to comply with the insurance requirement of your contract please choose from one of the options below: Option 1.Automatic Insurance Program ✓ A Dedicated 800 Number for all inquiries ✓ Express Claim Processing ✓ Coverage includes, but is not limited to: Flood, Mysterious Disappearance, Theft, Fire, Lightning, Power Surge,Wind/Hurricane,Accidental Damage,and Vandalism ✓ Convenient insurance billing added to your monthly statement ✓ No deductible for losses greater than $100.00 Option 2. P.O.S. Program ✓ This program provides the same benefits as Automatic Insurance, but it offers more flexible billing. This program can bill quarterly or annually. Option 3.Provide Own Insurance Coverage If you prefer to purchase your own coverage with an outside insurance provider, TBS Insurance can assist you 411) with finding coverage to meet all of your insurance needs. Call today for a free quote 1-800-311-1964. Whichever path you choose please be sure that the coverage includes the terms noted below. Be sure to inform your insurance agent that they must display the following information on the insurance certificate and also the agent contact information. If the below information is not provided, Textron Financial will obtain coverage and include the insurance fees on your billing statement. Property—Required for Leases & Loans Liability—Required for Leases • "All Risk"Property, Including Theft • $1 Million General Liability • Deductible maximum$2,500.00 ■ Textron Financial as an Additional Insured • Textron Financial as Loss Payee • Both certificates must also include: 30-Day Notice of Cancellation, policy number, equipment description,and effective and expiration dates. If you have any further questions,please contact our Customer Service Department at 1-888-832-8032. I understand the options and obligations of the insurance requirements as they relate to my contract with Textron Financial Corporation. I have chosen the following: n Automatic Insurance (Option 1) n P.O.S. (Option 2) I Other Coverage—Sufficient Evidence Attached (Option 3) Signed _ Date Account Number 4°11) PLEASE REMEMBER TO SIGN AND RETURN THIS DOCUMENT WITH YOUR CONTRACT. Thank You for Financing with Textron Financial Corporation!