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12-45
Resolution No. 12-45 RESOLUTION AUTHORIZING EXECUTION OF A LEASE-PURCHASE AGREEMENT WITH PNC EQUIPMENT FINANCE, LLC 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 interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Sean R. Stegall, City Manager,be and is hereby authorized and directed to execute a lease-purchase agreement on behalf of the City of Elgin with PNC Equipment Finance, LLC regarding the lease of golf carts at the Highlands of Elgin, a copy of which is attached hereto and made a part hereof by reference. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, is hereby authorized and directed to execute all documents necessary in conjunction with the subject lease-purchase agreement including, but not limited to, a proposal with E-Z-GO, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: March 7, 2012 Adopted: March 7, 2012 Omnibus Vote: Yeas: 5 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk Lease-Purchase Agreement Dated as of March 7 2012 Lease Number: 158064000 Lessor: PNC Equipment Finance, LLC 995 Dalton Avenue Cincinnati, OH 45203 Lessee: LESSEE FULL LEGAL NAME FEDERAL TAX ID City of Elgin, IL 366005862 150 Dexter Ct Elgin,IL 60120 Equipment See attached Certificate of Acceptance for Equipment Description Description Rent Lease Term 54 with 30(Thirty)monthly payments due in Arrears in the months of May,June,July,August, Payment September and October of each year. Payments are due on the of each month,beginning Schedule Lessee shall pay Rent payments exclusively from legally available funds in U.S. currency to Lessor in the amounts and on the dates set forth herein,without notice or demand. TERMS AND CONDITIONS I. LEASE. Subject to the terms of this Lease,Lessee agrees to lease from Lessor the equipment(the"Equipment")described in the attached Certificate of Acceptance when Lessor accepts this Lease. Lessee agrees to be bound by all the terms of this Lease. 2. DELIVERY AND ACCEPTANCE OF EQUIPMENT. Acceptance of the Equipment occurs upon delivery. When Lessee receives the Equipment,Lessee agrees to inspect it and to verify by telephone or in writing such information as Lessor may require. Delivery and installation costs are Lessee's responsibility. If Lessee signed a purchase contract for the Equipment,by signing this Lease Lessee assigns its rights,but none of its obligations under the purchase contract,to Lessor. 3. RENT. Lessee agrees to pay Lessor Rent(plus applicable taxes)in the amount and frequency stated above. If Lessee's Rent payments are due in Advance,Lessee's first Rent payment is due on the date Lessee accepts the Equipment under the Lease. Lessor will advise Lessee as to(a)the due date of each Rent payment,and(b)the address to which Lessee must send payments. Rent is due whether or not Lessee receives an invoice from Lessor. Lessee will pay Lessor any required advance rent when Lessee signs this Lease. Lessee authorizes Lessor to change the Rent by not more than 15%due to changes in the Equipment configuration,which may occur prior to Lessor's acceptance of this Lease. Restrictive endorsements on checks Lessee sends to Lessor will not reduce Lessee's obligations to Lessor. Unless a proper exemption certificate is provided,applicable sales and use taxes will be added to the Rent. NON-APPROPRIATION OF FUNDS. Lessee intends to remit all Rent and other payments to Lessor for the full Lease Term if funds are legally available. In the event Lessee is not granted an appropriation of funds at any time during the Lease Term for the Equipment subject to this Lease and operating funds are not otherwise available to Lessee to pay the Rent and other payments due and to become due under this Lease,and there is no other legal procedure or available funds by or with which payment can be made to Lessor,and the non-appropriation did not result from an act or omission by Lessee,Lessee shall have the right to return the Equipment in accordance with Section 16 of the Lease and terminate this Lease on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee,except as the portion of Rent for which funds shall have been appropriated and budgeted. At least thirty(30)days prior to the end of Lessee's fiscal year,Lessee's chief executive officer(or legal counsel)shall certify in writing that(a)funds have not been appropriated for the upcoming fiscal period,(b)such non-appropriation did not result from any act or failure to act by Lessee,and(c)Lessee has exhausted all funds legally available for the payment of Rent. 4. UNCONDITIONAL OBLIGATION. LESSEE AGREES THAT IT IS UNCONDITIONALLY OBLIGATED TO PAY ALL RENT AND ANY OTHER AMOUNTS DUE UNDER THIS LEASE IN ALL FISCAL YEARS IN WHICH FUNDS HAVE BEEN APPROPRIATED NO MATTER WHAT HAPPENS,EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED,IF IT IS DEFECTIVE OR IF LESSEE HAS TEMPORARY OR PERMANENT LOSS OF ITS USE. LESSEE IS NOT ENTITLED TO ANY REDUCTION OR SET-OFF AGAINST RENT OR OTHER AMOUNTS DUE UNDER THIS LEASE FOR ANY REASON WHATSOEVER 5. DISCLAIMER OF WARRANTIES. THE EQUIPMENT IS BEING LEASED TO LESSEE IN"AS-IS"CONDITION. LESSEE AGREES THAT LESSOR HAS NOT MANUFACTURED THE EQUIPMENT AND THAT LESSEE HAS SELECTED THE EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT. LESSEE HAS NOT RELIED ON ANY STATEMENTS LESSOR OR ITS EMPLOYEES HAVE MADE.LESSOR HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER,INCLUDING WITHOUT LIMITATION,THE EQUIPMENT'S MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,SUITABILITY,DESIGN,CONDITION,DURABILITY,OPERATION,QUALITY OF MATERIALS OR WORKMANSHIP,OR COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW. Lessee is aware of the name of the Equipment manufacturer and Lessee will contact the manufacturer for a description of Lessee's warranty rights. If the manufacturer has provided Lessor with a warranty,Lessor assigns its rights to such warranty to Lessee and Lessee may enforce all warranty rights directly against the manufacturer of the Equipment. Lessee agrees to settle any dispute regarding performance of the Equipment directly with the manufacturer of the Equipment. 6. TITLE AND SECURITY INTEREST. Unless otherwise required by the laws of the state where Lessee is located,Lessee shall have title to the Equipment immediately upon delivery and shall be deemed to be the owner of the Equipment as long as Lessee is not in default under this Lease. In 1 of 4 the event of a default,title to the Equipment shall revert to Lessor free and clear of any rights or interest Lessee may have in the Equipment. To secure all of Lessee's obligations to Lessor under this Lease Lessee hereby grants Lessor a security interest in(a)the Equipment to the extent of Lessee's interest in the Equipment,(b)anything attached,added,replaced and/or substituted to the Equipment at any time,(c)any money or property from the sale of the Equipment,and(d)any money from an insurance claim if the Equipment is lost or damaged. Lessee agrees that the security interest will not be affected if this Lease is changed in any way. 7. USE,MAINTENANCE AND REPAIR. Lessee will not move the Equipment from the Equipment Location without Lessor's advance written consent. Lessee will give Lessor reasonable access to the Equipment Location so that Lessor can check the Equipment's existence,condition and proper maintenance. Lessee will use the Equipment in the manner for which it was intended,as required by all applicable manuals and instructions. and keep it eligible for any manufacturer's certification and/or standard full service maintenance contract. At Lessee's own cost and expense,Lessee will keep the Equipment in good repair,condition and working order,ordinary wear and tear excepted. Lessee will not make any permanent alterations to the Equipment. 8. TAXES. Lessee agrees to pay Lessor,when invoiced,all taxes(including any sales,use and personal property taxes),fines,interest and penalties relating to this Lease and the Equipment(excluding taxes based on Lessor's net income). Lessee agrees to file any required personal property tax returns and,if Lessor asks,Lessee will provide Lessor with proof of payment. Lessor does not have to contest any tax assessments. 9. INDEMNITY. Lessor is not responsible for any injuries,damages,penalties,claims or losses,inducing legal expenses,incurred by Lessee or any other person caused by the transportation,installation,manufacture,selection,purchase,lease,ownership,possession,modification,maintenance, condition,operation,use,return or disposition of the Equipment. To the extent permitted by law,Lessee agrees to reimburse Lessor for and defend Lessor against any claims for such losses,damages,penalties,claims,injuries,or expenses. This indemnity continues even after this Lease has expired,for acts or omissions that occurred during the Lease Term. 10. IDENTIFICATION. Lessee authorizes Lessor to insert or correct missing information on this Lease,including Lessee's official name,serial numbers and any other information describing the Equipment. Lessor will send Lessee copies of such changes. Lessee will attach to the Equipment any name plates or stickers Lessor provides Lessee. 11. LOSS OR DAMAGE. Lessee is responsible for any loss of the Equipment from any cause at all,whether or not insured,from the time the Equipment is shipped to Lessee until it is returned to Lessor. If any item of Equipment is lost,stolen or damaged,Lessee will promptly notify Lessor of such event. Then,at Lessor's option,Lessee will either(a)repair the Equipment so that it is in good condition and working order,eligible for any manufacturer's certification,or(b)pay Lessor an amount equal to the Net Book Value(as defined in Section 14)of the lost,stolen or damaged Equipment. If Lessee has satisfied their obligations under this Section 11,Lessor will forward to Lessee any insurance proceeds which Lessor receives for lost,damaged,or destroyed Equipment. If Lessee is in default,Lessor will apply any insurance proceeds Lessor receives to reduce Lessee's obligations under Section 14 of this Lease. 12. INSURANCE. Lessee agrees to(a)keep the Equipment fully insured against loss,naming Lessor as loss payee,and(b)obtain a general public liability insurance policy covering both personal injury and property damage in amounts not less than Lessor may tell Lessee,naming Lessor as additional insured,until Lessee has met all their obligations under this Lease. Lessor is under no duty to tell Lessee if Lessee's insurance coverage is adequate. The policies shall state that Lessor is to be notified of any proposed cancellation at least 30 days prior to the date set for cancellation. Upon Lessor's request,Lessee agrees to provide Lessor with certificates or other evidence of insurance acceptable to Lessor. If Lessee does not provide Lessor with evidence of proper insurance within 10 days of Lessor's request or Lessor receives notice of policy cancellation,Lessor may(but Lessor is not obligated to)obtain insurance on Lessor's interest in the Equipment at Lessee's expense. Lessee will pay all insurance premiums and related charges. 13. DEFAULT. Lessee will be in default under this Lease if any of the following happens:(a)Lessor does not receive any Rent or other payment due under this Lease within 10 days after its due date,(b)Lessee fails to perform or observe any other promise or obligation in this Lease and does not correct the default within 10 days after Lessor sends Lessee written notice of default, (c)any representation,warranty or statement Lessee has made in this Lease shall prove to have been false or misleading in any material respect,(d)any insurance carrier cancels or threatens to cancel any insurance on the Equipment,(e)the Equipment or any part of it is abused,illegally used,misused,lost,destroyed,or damaged beyond repair,(f)a petition is filed by or against Lessee under any bankruptcy or insolvency laws,or(g)Lessee defaults on any other agreement between it and Lessor (or Lessor's affiliates). 14. REMEDIES. Upon the occurrence of a default,Lessor may,in its sole discretion,do any or all of the following: (a)provide written notice to Lessee of default,(b)as liquidated damages for loss of a bargain and not as a penalty,declare due and payable,the present value of(i)any and all amounts which may be then due and payable by Lessee to Lessor under this Lease,plus(ii)all Rent payments remaining through the end of the then current fiscal year,discounted at the higher of 3%or the lowest rate allowed by law(collectively,the"Net Book Value")and(c)require Lessee to immediately return the Equipment to Lessor.Lessor has the right to require Lessee to make the Equipment available to Lessor for repossession during reasonable business hours or Lessor may repossess the Equipment,so long as Lessor does not breach the peace in doing so,or Lessor may use legal process in compliance with applicable law pursuant to court order to have the Equipment repossessed. Lessee will not make any claims against Lessor or the Equipment for trespass,damage or any other reason. If Lessor takes possession of the Equipment Lessor may(a)sell or lease the Equipment at public or private sale or lease,and/or(b)exercise such other rights as may be allowed by applicable law. Although Lessee agrees that Lessor has no obligation to sell the Equipment,if Lessor does sell the Equipment,Lessor will reduce the Net Book Value by the amounts Lessor receives. Lessee will immediately pay Lessor the remaining Net Book Value. Lessee agrees(a)that Lessor only needs to give Lessee 10 days advance notice of any sale and no notice of advertising,(b)to pay all of the costs Lessor incurs to enforce Lessor's rights against Lessee,including attorney's fees,and(c)that Lessor will retain all of Lessor's rights against Lessee even if Lessor does not choose to enforce them at the time of Lessee's default. 15. LESSEE'S OPTION AT END OF LEASE. Provided Lessee is not in default,upon expiration of the Lease Term,Lessee shall purchase all but not less than all of the Equipment for$74,000.00(plus all sales and other applicable taxes). 16. RETURN OF EQUIPMENT. If(a)default occurs,or(b)a non-appropriation of funds occurs in accordance with Section 3,Lessee will immediately return the Equipment to any location(s)in the continental United States and aboard any carriers(s)Lessor may designate. The Equipment must be properly packed for shipment in accordance with the manufacturer's recommendations or specifications,freight prepaid and insured,maintained in accordance with Section 7,and in"Average Saleable Condition." "Average Saleable Condition"means that all of the Equipment is immediately available for use by a third party buyer,user or lessee,other than Lessee named in this Lease,without the need for any repair or refurbishment. All Equipment must be free of markings. Lessee will pay Lessor for any missing or defective parts or accessories. Lessee will continue to pay Rent until the Equipment is received and accepted by Lessor. 17. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants to Lessor that as of the date of this Lease,and throughout the Lease Term:(a)Lessee is the entity indicated in this Lease;(b)Lessee is a State or a fully constituted political subdivision or agency of the State in which Lessee is located;(c)Lessee is duly organized and existing under the Constitution and laws of the State in which they are 2 of 4 located;(d)Lessee is authorized to enter into and carry out Lessee's obligations under this Lease,any documents relative to the acquisition of the Equipment and any other documents required to be delivered in connection with this Lease(collectively,the"Documents");(e)the Documents have been duly authorized,executed and delivered by Lessee in accordance with all applicable laws,rules,ordinances,and regulations,the Documents are valid,legal,binding agreements,enforceable in accordance with their terms and the person(s)signing the Documents have the authority to do so,are acting with the full authorization of Lessee's governing body,and hold the offices indicated below their signature,each of which are genuine;(f)the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of Lessee's authority and shall be used during the Lease Term only by Lessee and only to perform such function;(g)Lessee intends to use the Equipment for the entire Lease Term and shall take all necessary action to include in Lessee's annual budget any funds required to fulfill Lessee's obligations for each fiscal year during the Lease Term;(h)Lessee has complied fully with all applicable law governing open meetings,public bidding and appropriations required in connection with this Lease and the acquisition of the Equipment;(i)Lessee's obligations to remit Rent under this Lease constitutes a current expense and not a debt under applicable state law and no provision of this Lease constitutes a pledge of Lessee's tax or general revenues,and any provision which is so constructed by a court of competent jurisdiction is void from the inception of this lease;(j)all payments due and to become due during Lessee's current fiscal year are within the fiscal budget of such year,and are included within an unrestricted and unencumbered appropriation currently available for the lease/purchase of the Equipment(k)Lessee shall not do or cause to be done any act which shall cause,or by omission of any act allow the interest portion of any Rent payment to become includible in Lessor's gross income for Federal income taxation purposes under the Internal Revenue Code of 1986,as amended,(the"Code"); (1)Lessee shall maintain a complete and accurate record of all assignments of this Lease in the form sufficient to comply with the book entry requirements of Section I49(a)of the Code and the regulations prescribed there under from time to time;(m)Lessee shall comply with the information reporting requirements of Section 149(e)of the Code;such compliance shall include,but not be limited to,the execution of IRS Form 8038-G or 8038-GC;and(n)all financial information Lessee has provided to Lessor is true and accurate and provides a good representation of Lessee's financial condition. 18. LESSEE'S PROMISES. In addition to the other provisions of this Lease,Lessee agrees that during the term of this Lease(a)Lessee will promptly notify Lessor in writing if it moves its principal office or changes its name or legal structure,(b)Lessee will provide to Lessor such financial information as may reasonably request from time to time,and(c)Lessee will take any action Lessor reasonably requests to protect Lessor's rights in the Equipment and to meet Lessee's obligations under this Lease. 19. ASSIGNMENT. LESSEE WILL NOT SELL,TRANSFER,ASSIGN,PLEDGE,SUB-LEASE OR PART WITH POSSESSION OF THE EQUIPMENT OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. Lessee will not attach any of the Equipment to any real estate. Upon Lessor's reasonable request and at Lessee's cost,Lessee will obtain from each person having an interest in the real estate where the Equipment is located a waiver of any rights they may have in the Equipment. 20. ASSIGNMENT BY LESSOR. This Lease,and the rights of Lessor hereunder and in and to the Equipment,may be assigned and reassigned in whole or in part to one or more assignees by Lessor or its assigns at any time without the necessity of obtaining the consent of Lessee;provided, however,no such assignment or reassignment shall be effective unless and until Lessee shall have been given written notice of assignment disclosing the name and address of the assignee or its agent authorized to receive payments and otherwise service this Lease on its behalf. Upon receipt of notice of assignment,Lessee agrees to record the same in records maintained for such purpose,and further,to make all payments as designated in the assignment,notwithstanding any claim,defense,setoff or counterclaim whatsoever(whether arising from a breach of this Lease or otherwise)that Lessee may from time to time have against Lessor or Lessor's assigns. Lessee agrees to execute all documents,including acknowledgments of assignment,which may reasonably be requested by Lessor or its assigns to protect their interests in the Equipment and in this Lease. 21. COLLECTION EXPENSES,OVERDUE PAYMENT,TERMINATION. Lessee agrees that Lessor can,but does not have to,take on Lessee's behalf any action which Lessee fails to take as required by this Lease,and Lessor's expenses will be in addition to that of the Rent which Lessee owes Lessor. If Lessor receives any payment from Lessee after the due date,Lessee shall pay Lessor on demand as a late charge five percent(5%)of such overdue amount,limited,however,to the maximum amount allowed by law. Upon thirty(30)days prior written notice by Lessee to Lessor.and so long as there is no Event of Default then existing,Lessee shall have the option to purchase all,but not less than all,of the Equipment covered by the Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due(including accrued interest,if any)plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment"AS-IS,WHERE-IS,"without representation or warranty by Lessor,express or implied,except for a representation that such Equipment is free and clear of any Liens created by Lessor. 22. AGREED LEASE RATE FACTOR. Lessee understands that the Equipment may be purchased for cash(the"Equipment Cost")or it may be leased. By signing this Lease,Lessee acknowledges that it has chosen to lease the Equipment from Lessor for the Lease Term and that Lessee has agreed to pay Rent. Each payment of Rent includes a principal amount based on the Equipment Cost and a lease charge rate. If it is determined that Lessee's payments under this Lease result in an interest payment higher than allowed by applicable law,then any excess interest collected will be applied to the repayment of principal and interest will be charged at the highest rate allowed by law. In no event will Lessor charge or receive or will Lessee pay any amounts in excess of the legal amount. 23. MISCELLANEOUS. This Lease contains the entire agreement and supersedes any conflicting provision of any equipment purchase order or any other agreement. TIME IS OF THE ESSENCE IN THIS LEASE. If a court finds any provision of Lease to be unenforceable,the remaining terms of this Lease shall remain in effect. THIS LEASE IS A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. Lessee authorizes Lessor(or Lessor's agent)to(a)obtain credit reports,(b)make such other credit inquires as Lessor may deem necessary,and(c)furnish payment history information to credit reporting agencies. To the extent permitted by law,Lessor may charge Lessee a fee of$250.00 to cover Lessor's documentation and investigation costs. 24. NOTICES. All of Lessee's written notices to Lessor must be sent by certified mail or recognized overnight delivery service,postage prepaid,to Lessor at Lessor's address stated in this Lease,or by facsimile transmission to Lessor's facsimile telephone number,with oral confirmation of receipt. All of Lessor's notices to Lessee may be sent first class mail,postage prepaid,to Lessee's address stated in this Lease. At any time after this Lease is signed,Lessee or Lessor may change an address or facsimile telephone number by giving notice to the other of the change. 25. WAIVERS. LESSOR AND LESSEE EACH AGREE TO WAIVE,AND TO TAKE ALL REQUIRED STEPS TO WAIVE,ALL RIGHTS TO A JURY TRIAL. To the extent Lessee is permitted by applicable law,Lessee waives all rights and remedies conferred upon a lessee by Article 2A(Sections 508-522)of the Uniform Commercial Code including but not limited to Lessee's rights to: (a)cancel or repudiate this Lease;(b)reject or revoke acceptance of the Equipment;(c)recover damages from Lessor for any breach of warranty or for any other reason;(d)grant a security interest in any Equipment in Lessee's possession. To the extent Lessee is permitted by applicable law,Lessee waives any rights they now or later may have under any statute or otherwise which requires Lessor to sell or otherwise use any Equipment to reduce Lessor's damages,which requires Lessor to provide Lessee with notice of default,intent to accelerate amounts becoming due or acceleration of amounts becoming due,or which may otherwise limit or modify any of Lessor's rights or remedies. ANY ACTION LESSEE TAKES AGAINST LESSOR FOR ANY DEFAULT, INCLUDING BREACH OF WARRANTY OR INDEMNITY,MUST BE STARTED WITHIN ONE(1)YEAR AFTER THE EVENT, 3 of 4 WHICH CAUSED IT.Lessor will not be liable for specific performance of this Lease or for any losses,damages,delay or failure to deliver Equipment. 26. SMALL ISSUER STATEMENT. Lessee hereby certifies to Lessor and its assigns that: a)the Lessee designates the Lease as a "Qualified Tax-Exempt Obligation"for the purposes of Section 265(b)(3)of the Code;b)Lessee will own and operate the Equipment in the performance of its public purposes; and the Equipment will not be subject to the use or control of any other entity; c)Lessee will not designate more than Ten Million Dollars($10,000,000) of tax-exempt obligations during the current calendar year as "Qualified Tax-Exempt Obligation",Lessee reasonably expects to issue no more than Ten Million Dollars($10,000,000)of tax- exempt obligations during the current calendar year;and d)For purposes of Paragraph 3 herein above,the amount of tax-exempt obligations stated as either issued or designated as"Qualified Tax-Exempt Obligations"includes tax-exempt obligations issued by all subordinate entities of Lessee, as provided in Section 265 (b)(3)(E)of the Code. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS LEASE SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. THE TERMS OF THIS LEASE MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT BETWEEN LESSEE AND LESSOR. LESSEE AGREES TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS LEASE. LESSEE AGREES THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. LESSEE CERTIFIES THAT ALL THE INFORMATION GIVEN IN THIS LEASE AND LESSEE'S APPLICATION WAS CORRECT AND COMPLETE WHEN THIS LEASE WAS SIGNED. THIS LEASE IS NOT BINDING UPON LESSOR OR EFFECTIVE UNLESS AND UNTIL LESSOR EXECUTES THIS LEASE. THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF THE LESSEE. City of Elgin, IL PNC Equipment Finance, LLC ("Lessee") ("Lessor") X �tt X Authorized Signatu Authorized Signature Sian 2- cr pg,all Prin ame Print Name City Manager Title Title: March 7, 2012 Date 995 Dalton Ave. 150 Dexter Ct Cincinnati OH 45203 Elgin, IL 60120 OPINION OF COUNSEL I have acted as counsel to the above-referenced Lessee(the"Lessee")with respect to this Lease-Purchase Agreement by and between the Lessee and Lessor(the"Lease"),and in this capacity have reviewed the original or duplicate originals of the Lease and such other documents as I have deemed relevant. Based upon the foregoing, I am of the opinion that: (A)Lessee is a state or a fully constituted political subdivision or agency of a state within the meaning of Section 103 of the Internal Revenue Code of 1986,as amended;(B)the execution,delivery and performance of the Lease by Lessee has been duly authorized by all necessary action on the part of Lessee;(C)the Lease constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms,except as limited by laws of general application affecting the enforcement of creditors' rights,and does not constitute a debt of Lessee which is prohibited by state law;(D)the authorization,approval and execution of the Lease and all other proceedings of Lessee related to the transactions contemplated thereby have been performed in accordance with all open-meeting laws,public bidding laws,and all other applicable state laws. The undersigned certifies that(s)he is an attorney duly authorized to practice law in the State of Illinois The foregoing opinions are limited to the laws of such State and federal laws of the United States. Attorney of Lessee By: ��''°u/CCh/1/"Vi/ Print me: Michael R. Gehrman Law firm: Assistant Corporation Counsel for City of Elgin 4 of 4 a ' E23 CERTIFICATE OF ACCEPTANCE Lease Number: 158064000 Quantity Description Serial No. 74 2012 E-Z-GO TXT48v E Golf Cars El or see attached Equipment Schedule Lessee,through its authorized representative,hereby certifies to Lessor that: 1. The Equipment has been delivered to the location where it will be used,which is the Equipment Location given in the Lease-Purchase Agreement("Lease"); 2. All of the Equipment has been inspected and is(a)complete,(b) properly installed,(c)functioning,and(d)in good working order; 3. Lessee accepts the Equipment for all purposes under the Lease as of ,2012(the"Acceptance Date"),which is the date on which the Equipment was delivered and installed; 4. The Equipment is of a size,design,capacity and manufacture acceptable to Lessee and suitable for Lessee's purposes;and 5. Lessee is not in default under the Lease, no Non-Appropriation of Funds (as described in the Lease)has occurred, and all of Lessee's statements and promises set forth in the Lease are true and correct. Lessor is hereby authorized to insert serial numbers on the Lease. THIS CERTIFICATE OF ACCEPTANCE IS SIGNED THIS DAY OF ,2012. City of Elgin, IL ("Lessee") X Authorized Signature Print Name Title Date 150 Dexter Ct Elgin, IL 60120 E28 SCHEDULE OF PAYMENTS Lease Number 158064000 Attached to and made a part of that certain Lease-Purchase Agreement dated as of March 7, 2012 by and between PNC Equipment Finance, LLC, as Lessor, and City of Elgin, IL ,as Lessee. Rent payments are payable as follows: Payment Number Date Payment Interest Principal Termination* 1 $8,752.72 $1,061.62 $7,691.10 $297,849.08 2 $8,752.72 $1,034.38 $7,718.34 $289,976.37 3 $8,752.72 $1,007.04 $7,745.68 $282,075.78 4 $8,752.72 $979.60 $7,773.12 $274,147.20 5 $8,752.72 $952.07 $7,800.65 $266,190.53 6 $8,752.72 $924.44 $7,828.28 $258,205.69 7 $8,752.72 $915.93 $7,836.79 $255,748.83 8 $8,752.72 $888.17 $7,864.55 $247,726.99 9 $8,752.72 $860.31 $7,892.41 $239,676.73 10 $8,752.72 $832.36 $7,920.36 $231,597.97 11 $8,752.72 $804.30 $7,948.42 $223,49158 12 $8,752.72 $776.15 $7,976.57 $215,354.48 13 $8,752.72 $763.93 $7,988.79 $211,823.73 14 $8,752.72 $735.63 $8,017.09 $203,646.29 15 $8,752.72 $707.23 $8,045.49 $195,439.89 16 $8,752.72 $678.73 $8,073.99 $187,204.43 17 $8,752.72 $650.13 $8,102.59 $178,939.78 18 $8,752.72 $621.43 $8,131.29 $170,645.87 19 $8,752.72 $605.33 $8,147.39 $165,994.66 20 $8,752.72 $576.47 $8,176.25 $157,654.88 21 $8,752.72 $547.51 $8,205.21 $149,285.57 22 $8,752.72 $518.44 $8,234.28 $140,886.60 23 $8,752.72 $489.28 $8,263.44 $132,457.89 24 $8,752.72 $460.00 $8,292.72 $123,999.32 25 $8,752.72 $439.86 $8,312.86 $118,179.10 26 $8,752.72 $410.42 $8,342.30 $109,669.95 27 $8,752.72 $380.87 $8,371.85 $101,130.66 28 $8,752.72 $351.21 $8,401.51 $92,561.12 29 $8,752.72 $321.45 $8,431.27 $83,961.23 30 $8,752.72 $291.58 $8,461.14 $75,330.87 31 $74,000.00 $146.21 $73,853.79 $0.00 *As provided in Section 21 of the Lease-Purchase Agreement. City of Elgin, IL PNC Equipment Finance, LLC ("Lessee") ("Lessor") X "1449° L ( By: Authonzed Signa e Sean R. Stegall Title Print Name City Manager Title 995 Dalton Ave. Cincinnati, OH 45203 150 Dexter Ct Elgin, IL 60120 REQUEST FOR INSURANCE COVERAGE March 1,2012 City of Elgin,IL 150 Dexter Ct Elgin, IL 60120 Attention: Re: Insurance Coverage Requirements for Equipment Financing Transaction between PNC Equipment Finance, LLC and City of Elgin,IL Before funding your transaction, PNC Equipment Finance, LLC requires evidence of appropriate insurance coverage on the equipment described in your transaction documents. Please forward this request to your insurance company,agent or broker as soon as possible and ask for the evidence of insurance to be sent to the address below. PNC Equipment Finance,LLC will have an insurable interest in the following equipment: Quanti Description ty 74 (74) 2012 E-Z-GO TXT48v E Golf Cars As a condition to entering into the equipment financing transaction, PNC Equipment Finance, LLC requires the following at all times during the term of the transaction: 1. All of the equipment must be insured for its full insurable value on a 100% replacement cost basis. 2. PNC Equipment Finance,LLC must be named as lender loss payee under a property insurance policy insuring all risks to the equipment, including fire, theft, and other customary coverage under an "extended coverage" endorsement, with a deductible not to exceed $10,000 per occurrence. 3. PNC Equipment Finance,LLC must receive evidence that a comprehensive general liability insurance policy is in place with a minimum coverage of $1,000,000.00. PNC Equipment Finance, LLC must be named as an additional insured under the liability policy. 4. Each property insurance policy must contain a lender's loss payable clause,or special endorsement,in which the insurer agrees that any loss will be payable Insurance Coverage Requirements Rev. 01/16/12 in accordance with the policy terms, notwithstanding any act or negligence of the insured. 5. Each policy must provide for thirty (30)days written notice to PNCEF prior to any cancellation, non-renewal or amendment of the policy. 6. All additional insurance requirements as specified below: The evidence of insurance can consist of a Certificate of Insurance form, Evidence of Insurance form, Memorandum of Insurance, binder for insurance, declarations page, or the actual policy and endorsements, in each case naming PNC Equipment Finance, LLC as follows: PNC Equipment Finance,LLC,and its successors and assigns,as lender loss payee 995 Dalton Avenue Cincinnati, OH 45203 Attn: Insurance Department When completed, the evidence of insurance should be provided to PNC Equipment Finance, LLC at the following address: PNC Equipment Finance, LLC Insurance Coverage Requirements Rev. 01/16/12 • TOl F.8038-G Information Return for Tax-Exempt Governmental Obligations MoYmte) • Under internal Revenue Code section 149(e) OMB No.1545-0720 a�T ■ See separate instructions. Department Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC _ Part I Reporting Authority Check box if Amended Return ■ _ _ 2 Issuer's employer identification number(EIN) 1 Issuer's name City of Elgin, IL 3 Number and street(or P.O.box if mail is not delivered to street address) RoonUsu0e 4 Report number(For IRS Use Only) 150 Dexter Ct 13E1 _ 5 City,town,or post office,state,and ZIP code 6 Date of Issue Elgin, IL 60120 7 Name of issue 8 CUSIP number Re: Lease Number 158064000 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or other person ( ) Part II Type of Issue (enter the issue price) 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other. Describe O. 18 $0.00 19 If obligations are TANs or RANs,check only box 19a ► , ry ,. ,, .n`, If obligations are BANs,check only box 19b ■— `t` 20 If obligations are in the form of a lease or installment sales,check box ■ . $ r Description of Obligations. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue Price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 7 $299,700.00 $74,000.00 4years 6 months % Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 22 n/a 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 25 Proceeds used for credit enhancement 25 ,;, 26 Proceeds allocated to reasonably required reserve or replacement fund 26 �'' 27 Proceeds used to currently refund prior issues 27 -. .: r- 28 Proceeds used to advance refund prior issues 28 29 Total(add lines 24 through 28) 29 n/a 30 Nonrefunding proceeds of the issue(subtract line 29 fro line 23 and enter amount here) 30 n/a Part V Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded ■ n/a years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded ■ n/a years 33 Enter the last date on which the refunded bonds will be called(MM/DD/YYY) ■ n/a 34 Enter the date(s)the refunded bonds were issued ■ (MM/DD/YYY) For Privacy Act and Paperwork Reduction Act Notice,see separate instructions. cat.No.63773S Form 8038-G (rev 5-2010) . TOl Form 8038-G (rev.5-2010) Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 n/a 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract n/a (GIC) (see instructions) 36a b Enter the final maturity date of the GIC• 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other n/a governmental units 37a b If this issue is a loan made form the proceeds of another tax-exempt issue,check box• ❑ and enter the name of the Issuer • and the date of the issue• 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception),check box • ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box • ❑ 40 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 Signature knowledge and belief,they are true,correct,and complete. I further declare that I consent to the IRS's disclosure of the issuers return information, And as necessary to process this return,to the person that I have authorized above. Consent O Signature of issuers authorized representative Date Type or print name and title Date Check if Preparers SSN or PTIN Preparers Paid Signature pi Check ❑ Preparer's EIN Use Only Firm's name(or yours if self-employed), ' , address,and ZIP code Phone no. ( ) Form 8038-G (rev.5-2010) -Instructions for Form ` internal Revenue T IM 8038-GY (Rev. May 2010) information Return for Tax-Exempt Governmental Obligations Section references are to the Internal Mailing as timely filing/paying"rule for tax Description of your question,a return email Revenue Code unless otherwise noted. returns and payments.These private address,the name of a contact person,and a delivery services include on the following: telephone number. General Instructions • DHL Express(DHL):DHL Same Day Service. Definitions • Federal Express(FedEx):FedEx Priority Tax-exempt obligation. This is any obligation, Purpose of Form Overnight,FedEx Standard Overnight, including a bond,installment purchase Form 8038-G is used by issuers of tax- FedEx 2Day,FedEx International Priority, agreement,or financial lease,on which the exempt governmental obligations to provide and FedEx International First. interest is excluded from income under section the IRS with the information required by • United Parcel Service(UPS):UPS Next 103. Day Air,UPS Next Day Air Saver,UPS section 149(e)and to monitor the 2nd Day Air,UPS 2"1 Day Air A.M.,UPS Tax-exempt governmental obligation. requirements of sections 141 through 150. worldwide Express Plus,and UPS xP A tax-exempt obligation that is not a private Who Must File Worldwide Express. activity bond(see below)is a tax-exempt governmental obligation.This includes a bond IF the issue price The private delivery service can tell issued by a qualified volunteer fire department (Iin^21,rnlumn(h)) you how to get written proof of the mailing under section 150(e). Is... THEN,for tax-exempt date. governmental Other Forms that May Be Private activity bond. This includes an obligation obligations issued issued as part of an issue in which: after December 31, Required • More than 10%of the proceeds are to be used 1886,issuers must For rebating arbitrage(or paying a penalty for any private activity business use,and $100,000 or more file... in lieu of arbitrage rebate)to the Federal • More than 10%of the payment of principal or government,use Form 8038-T,Arbitrage interest of the issue is either(a)secured by A separate Form Rebate,Yield Reduction and penalty in Lieu an interest in property to be used for a private Less than$100,000 8038-G for each issue of Arbitrage Rebate. business use(or payments for such property) For private activity bonds,use Form or(b)to be derived from payments for Form 8038-GC, 8038,information Return for Tax-Exempt property(or borrowed money)used for a Information Return for Private Activity Bond Issues. private business use. Small Tax-Exempt For build America bonds(Direct Pay), Governmental Bond build America bonds(Tax Credit)and It also includes a bond,the proceeds of Issues,Leases,and recovery zone economic development which(a)are to be used to make or finance When to File Installment Sales bonds,complete Form 8038-B,Information loans(other than loans described in section ._ . Return for BuikId America bonds and 141(c)(2))to persons other than governmental 2nd calendar month after the close of the Recovery Zone Economic Development units and(b)exceeds the lesser of 5%of the calendar quarter in which the bond is issued. Bonds. proceeds or$5 million. Form 8038-G may not be filed before the issue For qualified forestry conservation bonds, date and must be completed based on the facts new clean renewable energy bonds, Issue price. The issue price of obligations is as of the issue date. qualified energy conservation bonds, generally determined under Regulations section qualified zone academy bonds,qualified 1.148-1(b).Thus,when issued for cash,the Late filing. An issuer may be granted an school construction bonds,clean renewable issue price is the first price at which a substantial extension of time to file Form 8038-G under energy bonds,Midwestern tax credit bonds, amount of the obligations are sold to the public. Section 3 of Rev.Proc.2002-48,2002-37 I.R.B. and all other qualified tax credit bonds To determine the issue price of an obligation 531,if it is determined that the failure to file on (except build America bonds),file Form issued for property,see sections 1273 and 1274 time is not due to willful neglect.Enter at the top 8038-TC,Information Return for Tax Credit and the related regulations. of the form'Request for Relief under Section 3 of Bonds and Rev.Proc.2002-48"and attach a letter Specified Tax Credit Bonds. Issue. Generally,obligations are treated as part explaining why Form 8038-G was not submitted Rounding to Whole Dollars of the same issue only if they are issued by the to the IRS on time.Also indicate whether the same issuer,on the same date,and as part of a bond issue in question is under examination by You may show amounts on this return as whole dollars.To do so,drop amounts less single transaction,or a series of related the IRS. Do not submit copies of the trust transactions. than 50 cents and increase amounts from indenture or other bond documents.See Where However,obligations issued during the same to File below. 50 cents through 99 cents to the next higher calendar year(a)under a loan agreement under dollar. which amounts are to be advanced periodically Where to File Questions on Filing Form (a'draw-down loan")or(b)with a term not File Form 8038-G and any attachments,with the 8038-G exceeding 270 days,may be treated as part of - Department of the Treasury,Internal Revenue the same issue Service Center, Ogden,UT 84201. For specific questions on how to file Form If the obligations are equally and ratably secured 8038-G send an email to the IRS at under a single indenture or loan agreement and Private delivery services. You can use certain TaxExemptBondQuestions©lrs.gov and are private delivery services designated by the IRS put"Form 8038-G Question"in the subject to meet the'timely line. In the email include a -1- .. 11)1 Line 1. The issuer's name is the name of the issued under a common financing arrangement entity issuing the obligations,not the name of the Line 18. Check the box on this line only if (for example,under the same official statement entity receiving the benefit of the financing.For a Enter gh 17 do not app 1 through u apply. nter a periodically updated to reflect changing factual lease or installment sale,the issuer is the lessee lines description u the issue in the space circumstances).Also,for obligations issued or the purchaser. provided. under a draw-down loan that meets the requirements of the preceding sentence, Line 2. An issuer that does not have an Line 19. If the obligations are short-term obligations issued during different calendar years employer identification number(EIN)should may be treated as part of the same issue if all of apply for one on Form SS-4,Application for tax anticipation notes or warrants(TANs)or the amounts to be advanced under the draw- Employer Identification Number.This form may short-term revenue anticipation notes or down loan are reasonably expected to be be obtained at Social Security Administration warrants(RANs),check box 19a.if the advanced within 3 years of the date of issue of offices or by calling 1-800-TAX-FORM obligations are short-teen bond anticipation the first obligation.Likewise,obligations(other (1-800-829-3676).You can also get this form on notes(BANS),issued with the expectation than private activity bonds)issued under a single the IRS website at www.irs.gov.You may receive that they will be refunded with the proceeds agreement that is in the form of a lease or an EIN by telephone by following the instructions of long-term bonds at some future date, installment sales may be treated as part of the for Form SS-4. check box 19b.Do not check both boxes. same issue if all of the property covered by that Line 20. Check this box if property other agreement is reasonably expected to be Line 4. This line is for IRS use only.Do not tcash is exchanged for the obligation, delivered within 3 years of the date of issue of make any entries in this box. for than xa cash is exchanged a police obligation, a fire the first obligation. truck,or telephone equipment through a Line 6. The date of issue is generally the date series of monthly payments.(This type of Arbitrage rebate. Generally,interest on a state on which the issuer physically exchanges the obligation is sometimes referred to as a or local bond is not tax-exempt unless the issuer bonds that are part of the issue for the of the bond rebates to the United States underwriter's(or other purchaser's)funds.For a 'municipal lease.")Also check this box if arbitrage profits earned from investing proceeds lease or installment sales,enter the date interest real property is directly acquired in of the bond in higher yielding nonpurpose starts to accrue. exchange for an obligation to make periodic investments. payments of interest and principal.Do not See section 148(1). Line 7. If there is no name of the issue,please check this box if the proceeds of the provide other identification of the issue. obligation are received in the form of cash, Construction issue. This is an issue of tax- even if the term"lease"is used in the title of exempt bonds that meets both of the following Line 8. Enter the CUSIP(Committee of Uniform the issue. conditions: Securities Identification Procedure)number of Part HI-Description of 1.At least 75%of the available construction the bond with the latest maturity.if the issue Obligations proceeds are to be used for construction does not have a CUSIP number,write"None." expenditures with respect to property to be Line 21. For column(a),the final maturity owned by a governmental unit or a 501(c)(3) Line 9 and 10. Enter the name,title,and date is the last date the issuer must redeem organization,and telephone number of the officer of the issuer the entire issue. 2.All the bonds that are part of the issue are whom the IRS may call for more information.if qualified 501(c)(3)bonds,or private activity the issuer wishes to designate a person other For column(b),see issue price under bonds issued to finance property to be owned than an officer of the issuer(including a legal Definitions on page 1. by a governmental unit or a 501(c)(3) representative or paid preparer)whom the IRS organization. may call for more information with respect to this For column(c),the stated redemption return,enter the name,title,and telephone price at maturity of the entire issue is the In lieu of rebating any arbitrage that may be number of such person here, sum o fthe stated redemption prices at owed to the United State,the issuer of a maturity of each bond issued as part of the construction issue may make an irrevocable Note. By authorizing a person other than an issue.For a lease or installment sale,write election to pay a penalty.The penalty is equal to authorized officer of the issuer to communicate "N/A"in column(c). 1112%of the amount of construction proceeds with the IRS and whom the IRS may call for that do no meet certain spending requirements. more information with respect to this return,the For column(d),the weighted average See section 148(f)(4)(C)and the Instructions issuer authorizes the IRS to communicate maturity is the sum of the products of the for Form 8038-T. directly with the individual listed in line 9 and issue price of each maturity and the number consents to the disclosure of that issuer's return of years to maturity(determined separately Specific instructions information to that individual,as necessary,in for each maturity and by taking into account order to process this return. mandatory redemptions),divided by the Part I-Reporting Authority issue price of the entire issue(from line 21, Part 11-Type of Issue column(b)).For a lease or installment sale, Amneded return. An issuer may file an enter instead the total number of years the amended return to change or add to the Elections referred to in Part iI am lease or installment sale will be outstanding information reported on a previously filed return made on the original bond for the same date of issue.If you are filing to documents,not on this form. For column(e),the yield,as defined in correct errors or change a previously filed return, Ca:;7_o1; check the Amended Return box in the heading of section 148(h),is the discount rate that, the form. when used to compute the present value of Identify the type of obligations issued by all payments of principal and interest to be The amended return must provide all the entering the corresponding issue price(see paid on the obligation,produces an amount information reported on the original return,in issue price under Definitions on page 1).Attach equal to the purchase price,including addition to the new or corrected information. a schedule listing names and EINs of accured interest.See Regulations section Attach an explanation of the reason for the organizations that are to use proceeds of these 1.148-4 for specific rules to compute the amended return and write across the top, obligations if different from those of the issuer, yield on an issue.If the issue is a lease or "Amended Return Explanation." include a brief summary of the use and indicate installment sale,enter the effective rate of whether or not such user is a governmental or interest being paid. nongovernmental entity. -2- Cat.No.63774D TOI Part IV—Uses of Proceeds of but does not exceed the amount which the organization should not sign the Bond Issue would cause the issue to be private return.Certain other who prepare the activity bonds. return should not sign.For example,a For a lease or installment sale,write"NW regular,full-time employee of the issuer, in the space to the right of the title for Part Line 36. If any portion of the gross such as a clerk,secretary,etc.,should IV. proceeds of the issue are or will be not sign. invested in a guaranteed investment Generally,anyone who is paid to Line 22. Enter the amount of proceeds contract(GIC),as defined in prepare a return must sign it and fill in the that will be used to pay interest from the Regulations section 1.148-1(b),enter other blanks in the Paid Preparer's Use date the bonds are dated to the date of the amount of the gross proceeds so Only area of the return. issue. invested,as well as the final maturity The paid preparer must: date of the GIC. • Sign the return in the space provided Line 24. Enter the amount of the proceeds for the preparer's signature. that will be used to pay bond issuance Line 37a. Enter the amount of this • Enter the preparer information,and costs,including fees for trustees and bond issue used to fund a loan to another • Give a copy of the return to the issuer. counsel. If no bond proceeds will be used governmental unit,the interest of to pay bond issuance costs,enter zero.Do which is tax-exempt. not leave this line blank. Privacy Act and Paperwork Reduction Line 39. Check this box if the issue is Act Notice. We ask for the information Line 25. Enter the amount of the proceeds a construction issue and an on this form to carry out the Internal that will be used to pay fees for credit irrevocable election to pay a penalty in Revenue laws of the United States.You enhancement that are taken into account in lieu of arbitrage rebate has been made are required to give us the information. determining the yield on the issue for on or before the date the bonds were We need it to ensure that you are purposes of section 148(h)(for example, issued.The penalty is payable with a complying with these laws.Section 6109 bond insurance premiums and certain fees Form 8038-T for each 6-month period requires paid preparers to provide their for letters of credit). after the date the bonds are issued. Do identifying number. not make any payment of penalty in You are not required to provide the Line 26. Enter the amount of proceeds lieu of arbitrage rebate with this form. information requested on a form that is that will be allocated to such a fund. See Rev.proc.92-22, 1992-1 C.B.736 subject to the Paperwork Reduction Act for rules regarding the"election unless the form displays a valid OMB Line 27. Enter the amount of proceeds document.' control number.Books or records relating that will be used to pay principal,interest, to a form or its instructions must be or call premium on any other issue of Line 40. Check this box if the issuer retained as long as their contents may bonds within 90 days of the date of issue. identified a hedge on its books and become material in the administration of records in accordance with any Internal Revenue law.Generally,tax Line 28. Enter the amount of proceeds Regulations sections 1.148-4(h)(2) returns and return information are that will be used to pay principal,interest, (viii)and 1.148-4(h)(5).These confidential,as required by section 6103. or call premium on any other issue of regulations permit an issuer of tax- The time needed to complete and file bonds after 90 days of the date of issue, exempt bonds to identify a hedge for it this form varies depending on individual including proceeds that will be used to fund to be included in yield calculations for circumstances.The estimated average an escrow account for this purpose. computing arbitrage. time is: Part V—Description of Signature and Consent Learning about the law 2 hr.,41 min. Refunded Bonds the form An authorized officer of the issuer Preparing,copying, 3 hr.,3 min. Complete this part only if the bonds are to must sign Form 8038-G and any Assembling,and sending be used to refund a prior issue of tax- applicable certification.Also print the the form to the iRS exempt bonds.For a lease or installment name and title of the person signing sale,write°N/A'in the space to the right of form 8038-G.The authorized If you have comments concerning the the title for Part V. representative of the issuer signing accuracy of these time estimates or this form must have the authority to suggestions for making this form simpler, Lines 31 and 32. The remaining weighted consent to the disclosure of the we would be happy to hear from you. average maturity is determined without issuer's return information,as You can write to the Internal Revenue regard to the refunding.The weighted necessary to process this return,to the Service,Tax Products Coordinating average maturity is determined in the same person(s)that have been designated Committee,SE:W:CAR:M:P:T:T:SP, 111 manner as on line 21,column(d). in Form 8038-G. Constitution Ave. NW,IR-6526, Washington,DC 20224.Do not send the Line 34. If more than a single issue of Paid Preparer form to this office.Instead,see Where To bonds will be refunded,enter the date of File on page 1. issue of each issue.Enter the date in an If an authorized officer of the issuer MM/DD/YYY format. filled in this return,the paid preparer's space should remain blank.Anyone Part VI—Miscellaneous who prepares the return but does not charge Line 35. An allocation of volume cap is required if the nonqualified amount with respect to the issue exceeds$15 million -3- Lease A Textron Company PROPOSAL FOR: The Highlands of Elgin t QEI w YE_AL}j r . ."T�1 .: sk.. L P I s d s FAGRRILE 74 TXT-48 2012 5 Years $118.28 $ 8,752.72 PROGRAM DETAILS Payment schedule: Seasonal Payment months: May-October Delivery: March,2012 First pay: 5/1/2012 SCAR COLOR ._ ... ING41 ACCESSORIES Body___ _? Champagne or Green 2 Tow Bars Message Holder Split Windsheilds Battery Fill System To Beige #decals Hubcaps Parts Package SOC Meter Beige Custom Logo Sand/Seed Bottles Any change to the accessory list must be obtained in writing at least 45 days prior to production date. TRADE INFORMATION . .--.-. ��- 'f ANl1FACTURER ;,».._ . MOO ,C,UNETTIIN2LAM. == $ $ Total Less Trades L, ,. ACCESSORIES: CURRENT LEASE CONDITIONS E-Z-GO will terminate the club's current schedule(s) 1023253-001-0 after the club makes the Oct.15,2011 Payment. and the existing account must be current and credit approved. SPECIAL CONSIDERATIONS E-Z-GO will terminate,release and pay off any existing schedule(s),including any pending payments owed to Textron Financial Corporation pursuant to Textron Financial Corporation Lease No.1023253-001-0("Lease"),subject to E-Z-GO's confirmation that the golf carts are not subject to any third party lien or encumbrance and that the golf carts subject to the Lease are returned in good condition,reasonable wear and tear excepted." This is a 5 year lease with 30 total payments. 2 Ranger cars will be different color. Level II Weekly service/winter maintenance is included in the lease price. This is a municipal lease with a$1,000 per car balloon due at the maturity date of the lease E-Z-GO at its discretion reserves the right to offer an early fleet roll option. The Highlands of Elgin must enter into a new lease purchase agreement with E-Z-GO and the existing account must be current and credit approved.Prices quoted are those in effect at the time the quote is made and are guaranteed subject to acceptance within 45 days.All lease cars and trades must be in running condition and a fleet inspection will be done prior to pick up.It is the club's responsibility to either repair damages noted or pay for these repairs to be completed.All electric cars must have a working charger.All pricing and trade values are contingent upon management approval.Applicable state taxes,local taxes,and insurance are not included. Lease rates may change if alternate financing is required.Payment schedule(s)does not include any finance,documentation or initiation fees that may be included with the first payment. C /o f E g Course Name: The Highlands Accepted By: �� 1% • Ii �� Title: Date: S at City Manager Accepted � A Accepted By: Date: 2/28/2012 Title: Factory 'erect Sales Representative ■► ELGIN _ _ _ _ THE CrTY IN THE SUBURBS- AGENDA ITEM: F MEETING DATE: February 8, 2012 ITEM: Golf Cart Lease Agreement with EZGO Textron ($52,516) OBJECTIVE: Provide quality golf carts to the customers at the Highlands of Elgin. RECOMMENDATION: Approve the lease agreement with EZGO Textron in the amount of$52,516. BACKGROUND The current lease on the EZGO Textron golf cart fleet at the Highlands was entered into in Janu- ary of 2008 and runs through December 31, 2012. The carts are battery-powered, which in the golf industry is much preferred to the louder gas-powered golf carts. Last fall there were prob- lems with the batteries running low to the point that many of the carts would not complete eighteen holes. This created a major customer service issue as replacement carts needed to be brought out to the customers and the golf carts they started with had to be towed back to the clubhouse. The carts' batteries had a three-year warranty which is now expired. Replacing the batteries on the entire fleet would cost approximately $50,000. This is not a financially sound course of ac- tion given that the fleet is scheduled to be traded in at the end of the 2012 golf season. A better option is to take advantage of the early fleet roll option in the current lease. This option would terminate the current lease and enter the city into a new five-year lease agreement covering the same quantity and model of golf carts. One of the amenities on the golf carts is the Global Positioning Systems (GPS), which helps the golfers determine distances on the golf course. The GPS units are leased from Global Position- ing Systems Incorporated and the lease term runs through March of 2014. The GPS units are molded into a roof assembly designed specifically for the EZGO TXT model golf carts. The GPS will not work on any other model golf cart, which is the reason that an exception to the pro- curement ordinance is being requested. (Pk 1 rib4 NEXT STEPS 1. Execute all the documents associated with this agreement. 2. Move the GPS units from the old carts to the new carts. Originators: Jim Vogt, Assistant Director of Golf Operations Mike Lehman, Director of Golf Operations Randy Reopelle, Parks and Recreation Director Final Review: Colleen Lavery, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, Assistant City Manager/Chief Operating Officer Sean R. Stegall, City Manager ATTACHMENTS None. r 3