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99-83 Resolution No. 99-83 RESOLUTION AUTHORIZING EXECUTION OF AN EQUIPMENT LEASE AGREEMENT WITH TEXTRON FINANCIAL CORPORATION FOR ONE E-Z-GO WORKHORSE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Joyce A. Parker, City Manager, be and is hereby authorized and directed to execute an equipment lease agreement with Textron Financial Corporation for one E-Z-GO workhorse, a copy of which is attached hereto and made a part hereof by reference. s/ Kevin Kelly Kevin Kelly, Mayor Presented: March 10, 1999 Adopted: March 10, 1999 Omnibus Vote: Yeas 6 Nays 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk TFC TEXTRON 74 7ade & ce Textron Financial Corporation 40 Westminster Street Subsidiary of Textron Inc. Providence, Rhode Island 02940 (401)621-4200 7/7/99 SPARTAN MEADOWS GC&WING PARK 150 DEXTER COURT ELGIN,IL 60120-5555 RE: Account Number 001 0092336-01 00002 (hereinafter referred to as "Contract") Dear Valued Customer: Thank you for financing your equipment with Textron Financial Corporation("TFC")where Customer Service is our number one priority. We will continue to strive to make TFC The First Choice for your commercial fmancing. Enclosed please find a copy of the completed Contract for your review. The Contract identifies the obligations which are owed by you to TFC. The appropriate UCC financing statements have been filed on your behalf as provided for pursuant to the Contract terms. TFC offers you two options for making payments. If you chose TFC Debit Direct,your loan or lease payments,and insurance charges(if applicable),will automatically be deducted from your checking or savings account and will be applied to your account,on time,each and every month. If you opted for monthly invoicing,you will receive an itemized invoice approximately two weeks prior to the payment due date. Keep the lower portion of the statement for your records and kindly include the remittance portion with your check. TFC can process your payment electronically when you include the remittance portion and avoid potential delays in application to your account. In addition,please be reminded that each payment has a 10 day grace period. Payments received after 10 days are subject to a late charge which is equal to 5.00%of the past due payment. As you know,your Contract requires you to provide evidence of insurance for the equipment which you are financing. Please be advised that,in the event that you do not provide such insurance in accordance with the Contract terms,TFC will purchase an insurance policy to cover TFC's interest in the equipment. The premium and other related fees and charges will be added to your monthly payment. The insurance policy is administered for TFC by the Lease Insurance Agency Services Corporation who will be sending you additional information about TFC's insurance policy. We thank you for choosing TFC for your fmancing needs. If you have any questions about your account or wish to inquire about additional financing,please call our Customer Service Department at(800)343-0053. TFC also has six other operating divisions that can finance an array of capital needs including aircraft/aerospace,inventory, accounts receivable and working capital financing,machine tools,golf courses,and virtually any other business capital requirement. Sincerely, Documentation Analyst - TFC TEXTRON Textron Financial Corporation (bir 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 Schedule I attached hereto. 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. 3. TERM AND RENTALS -The rental term of the EQUIPMENT shall commence on the date Lessee executes the Certificate of Acceptance therefor, and, except as set forth in Section 6,below,shall terminate upon payment of all of the rent specified in Schedule II. Lessee agrees to pay rent in the amount and at the times set forth in Schedule II. 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 paymel t 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. Except as otherwise expressly provided herein,this Lease shall not terminate nor shall the respective obligations of Lessor or Lessee be affected by reason of any defect in,or damage to,or any loss or destruction of the EQUIPMENT from any cause whatsoever,or the interference with the use thereof for any reason whatsoever. 4. NON-APPROPRIATION-In the event no funds or insufficient funds are appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal period for rent due hereunder,Lessee will immediately notify Lessor or its assignee of such occurrence and this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever,except as to the portions of the rental payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, Lessee agrees to peaceably surrender possession of the EQUIPMENT to Lessor on the date of termination and that Lessor shall have all legal and equitable rights and remedies to take possession of the EQUIPMENT. Upon such termination,and at anytime thereafter,Lessor may enter any premises with or without legal process where the EQUIPMENT may be and take possession thereof. Lessee agrees that:(i)any funds authorized or appropriated to it for the rental or acquisition of this or functionally similar equipment in any fiscal appropriation period shall be applied to the payments of rent hereunder until such funds are exhausted;(ii)it has not to date and will not in the future agree to give priority or parity to the application of such funds to the lease,hire,or acquisition of other functionally similar equipment;and(iii)it will use its best efforts to obtain authorization and appropriation of such funds including,without limitation,the inclusion in its budget for each fiscal appropriation period during the term hereof,a request for adequate funds to meet its obligations under this Lease in full. This provision shall not be construed so as to permit Lessee to terminate this Lease in order to acquire similar or competitive equipment from another party or manufacturer or to allocate funds to directly or indirectly perform essentially the same functions for which this EQUIPMENT is intended. 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 will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect;(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 appropriations 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 that 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 Schedule II 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 warrant 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 intention that the interest of Lessor in the EQUIPMENT is as a secured party,and that Lessor neither has nor will have any equity in the EQUIPMENT. The parties agree that the aggregate rent due hereunder constitutes the purchase price of the EQUIPMENT together with tiie 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 Schedule II over the term of this 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 will at all times protect and defend,at its own cost and expense,Lessor's interest in the EQUIPMENT against all claims,liens and legal processes of creditors of Lessee and other persons,and keep the EQUIPMENT free and clear of all such claims,liens and processes. Lessee shall not,without Lessor's prior written consent,part with possession or control of the EQUIPMENT or sellr 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 ANY KIND,NATURE OR DESCRIPTION WITH RESPECT TO THE EQUIPMENT. CONTINUED ON OTHER SIDE IN WITNESS WHEREOF,the Lessor and Lessee have each caused this Lease to be duly executed. This Lease is executed and effective as of ,r;,.';,1 1/ ,19_V LESSOR: LESSEE: Name:Textron Financial Corporation Name: Cit Elgin , Illinois TYPE OR INT TYPE QIf PRINT • By: X SIGNATURE Y' ' SGNAIURE • Name&Title: Paul Rossi - Name 3'Title'-1( TYPE OR PRINT PE OR PRINT Leasing Manager An Agency or Political Subdivision of the State of I _ Address: 40 Westminster Street Address: 150 Dexter Court Providence RI 02903 Elgin, IL 60120 '� TF cT•1 . Textron Financial Corporation TAX-EXEMPT EQUIPMENT LEASE Lease No. TE1 - Schedule No. Purchase Order No. Vendor Reference No. SCHEDULE I 1. Description of Leased Equipment ("Equipment"): 1 ea E-Z-GO Workhorse Oil/Fuel/Hour meter, Refresher unit 2. Location of Equipment Spartan Meadows 1965 Spartan Dr.. Elgin. IL 60123 3. This Schedule is subject to the following addendums: Addendum"A"= Payment schedule. Rider No. 1 -Tax Indemnity SCHEDULE II Total Principal: - $ $3,985.63 - -- Total Interest: $ $789.17 Total Payments: $ $4,774.80 Monthly Payment Date: Payment Schedule See Addendum "A"Attached Special Instructions The Principal portion of each monthly payment is shown under the"Principal Paid" column; and the interest-portion is shorvn.under the"Interest Paid" column. Concluding payments are shown under the"Balance Remaining" r 06-16-1999 Page 1 City of Elgin Addendum A Pmt Sch Compound Period • Monthly Nominal Annual Rate. . : 5.170 % Effective Annual Rate: 5.294 % Periodic Rate 0.4308 % Daily Rate • 0.01416 % CASH FLOW DATA Start How Event Date Amount Many Period End Date 1 Loan 05-15-99 4,091.57 1 2 Payment 06-15-99 109.16 5 Monthly 10-15-99 3 Payment 11-15-99 0.00 6 Monthly 04-15-00 4 Payment 05-15-00 109.16 42 Monthly 10-15-03 Amount to Skip. . : 0.00 Number to Make. . : 6 Number to Skip. . : 6 5 Payment 11-15-03 109.16 1 6 Payment 12-15-03 1,500.00 1 AMORTIZATION SCHEDULE - Normal Amortization Date Payment Interest Principal Balance Loan 05-15-1999 4,091.57 1 06-15-1999 109.16 17.63 91.53 4,000.04 2 07-15-1999 109.16 17. 23 91.93 3,908.11 3 08-15-1999 109.16 16.84 92.32 3,815.79 4 09-15-1999 109.16 16.44 92.72 3,723.07 5 10-15-1999 109.16 16.04 93 .12 3,629.95 6 11-15-1999 0.00 15.64 15.64- 3,645.59 7 12-15-1999 0.00 15.71 15.71- 3,661.30 1999 Totals 545.80 _ 115.53 - 430.27 8 01-15-2000 0.00 15.77 15.77- 3,677.07 9 02-15-2000 0.00 15.84 15.84- 3,692.91 10 03-15-2000 0.00 15.91 15.91- 3,708.82 11 04-15-2000 0.00 15.98 15.98- 3,724.80 12 05-15-2000 109.16 16.05 93.11 3,631.69 13 06-15-2000 11Q�J,.16 15.65 93 .51 3,538.18 14 07-15-2000 109.16 15.24 93 .92 3,444.26 15 08-15-2000 109.16 14.84 94.32 3,349.94 16 09-15-2000 109.16 14.43 94.73 3,255.21 17 10-15-2000 109.16 14.02 95.14 3,160.07 18 11-15-2000 0,:Qb 13.61 13 .61- 3,173 .68 19 12-15-2000 0.00 .13.6Zs ^ 13 .67- 3,187.35 2000 Totals 654.96 181.01 473.95 20 01-15-2001 0.00 13 .73 13 .73- 3,201.08 21 02-15-2001 0.00 13.79 13 .79- 3,214.87 22 03-15-2001 0.00 13 .85 13 .85- 3,228.72 23 04-15-2001 0.00 13.91 13 .91- 3,242.63 06-16-1999 Page 2 City of Elgin Addendum A Pmt Sch Date Payment Interest Principal Balance 24 05-15-2001 109.16 13. 97 95.19 3,147.44 25 06-15-2001 109.16 13 .56 95.60 3,051.84 26 07-15-2001 109.16 13.15 96.01 2,955.83 27 08-15-2001 109. 16 12.73 96.43 2,859.40 28 09-15-2001 109.16 12 . 32 96.84 2,762.56 29 10-15-2001 109.16 11.90 97. 26 2,665. 30 30 11-15-2001 0.00 11.48 11.48- 2,676.78 31 12-15-2001 0.00 11.53 11.53- 2,688.31 2001 Totals 654.96 155.92 499.04 32 01-15-2002 0.00 11.58 11.58- 2,699.89 33 02-15-2002 0.00 11.63 11.63- 2,711.52 34 03-15-2002 0 .00 11 .68 11 .68- 2,723 .20 35 04-15-2002 0.00 11.73 11 .73- 2,734.93 36 05-15-2002 109.16 11.78 97. 38 2,637.55 37 06-15-2002 109.16 11. 36 97.80 2,539.75 38 07-15-2002 109.16 10.94 98 .22 2,441 .53 39 08-15-2002 109.16 10.52 98.64 2,342.89 40 09-15-2002 109.16 10.09 99.07 2,243 .82 41 10-15-2002 109.16 9.67 99.49 2,144.33 42 11-15-2002 0 .00 9 .24 9.24- 2 ,153 .57 43 12-15-2002 0.00 9.28 9.28- 2,162.85 2002 Totals 654.96 129.50 525.46 44 01-15-2003 0.00 9 .32 9 .32- 2,172.17 45 02-15-2003 0.00 9.36 9.36- 2,181.53 46 03-15-2003 0.00 9.40 9.40- 2,190.93 47 04-15-2003 0.00 9.44 9.44- 2,200.37 48 05-15-2003 109.16 9 .48 99 .68 2,100.69 49 06-15-2003 109.16 9.05 100.11 2,000.58 50 07-15-2003 109.16 8.62 100.54 1,900.04 51 _ 08-15-2003 109.16 _ - 8.19 - 100.97 - --1,799.07 52 09-15-2003 109.16 7.75 101.41 1,697.66 53 10-15-2003 109.16 7.31 101.85 1,595.81 54 11-15-2003 109.16 6.88 102.28 1,493.53 55 12-15-2003 1,500.00 6.47 1,493 .53 0.00 2003 Totals 2,264 .12 101.27 2,162 .85 ' Grand Totals 4,774.80 683 .23 4,091.57 ' t RIDER NO. I Re: Tax Exempt Equipment Lease dated the date hereof (the "Lease"), between Textron Financial Corporation ("Lessor")and City of Elgin , Illinois ("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 Lesor 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 ,19 LESSOR: LESSEE: Textron Financial Corporation City of Elgin,Illinois By: lead; By: Name:Paul Rossi Name: w dir�.,�, L.. / r W • Title: Leasing Manager Title: