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HomeMy WebLinkAbout22 Lease-Purchase of Turf EquipmentSTAFF REPORT CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT MEETING DATE: November 18, 2021 PREPARED BY: Andrew Firestine, Assistant City Manager REQUEST: Provide Direction on the Selection of a Pricing Program for the Lease -Purchase of Turf Equipment; approve a Master Lease - Purchase Agreement for a Term of 60 Months; and authorize the City Manager to Execute a Master Equipment Lease -Purchase Agreement Recommendation By minute motion: 1) Affirm the selection of the Kemper Sports pricing option for the lease - purchase of turf equipment through Toro; 2) Approve a Master -Lease Purchase Agreement for a term of 60 Months; 3) Direct the use of the City Golf Course Capital Fund to finance the lease - purchase of the turf equipment; 4) Authorize the City Manager or his designee to execute a Master Equipment Lease -Purchase Agreement and any documents necessary to effectuate the actions taken herewith; and 5) Declare the list of Trade-in Equipment as surplus and apply the trade-in value of CCC to the cost of the new equipment. The FY 21/22 5-year Capital Improvement Budget contemplated the expiration of the current lease -purchase agreement and estimated costs for a new agreement were included as a part of the cash flow projection provided as a part of the budget package. Funds to service the monthly lease payment are available in the Desert Willow Fund (520 enterprise golf resort account). Background Analysis The City last executed a lease -purchase agreement for golf course maintenance equipment in 2017, an agreement that is reaching the end of its term in October 2022. At the end of this term, the City has the option to purchase the equipment for $1. As is more particularly detailed in this staff report, staff is recommending that the City execute this November 18, 2021 - Staff Report Approval of Master Equipment Lease -Purchase Agreement for Turf Equipment Page 2 of 6 purchase option under the Kemper Sports pricing through Toro and trade in some of the used equipment on a new lease -purchase agreement. The replacement of this equipment is necessary for the continued maintenance and operations of the Desert Willow Golf Resort and its approximate 215 acres of grounds. The high volume of golf rounds requires constant maintenance and course repair. If the greens and fairways are not properly cared for, play will be adversely affected. Due to anticipated long lead times with the order, staff is presenting this request to Council now to ensure that the equipment is delivered in time to be in service in October 2022. The Desert Willow Golf Resort principally uses Toro equipment. The crews have been trained on this equipment and the maintenance shop is equipped to maintain it. With this preference in mind, Kemper Sports staff obtained quotes directly from Toro for a lease - purchase agreement for new equipment. A comparison of the 2017 lease -purchase to the proposed 2022 lease -purchase is outlined below together with some notes on each piece of equipment: 2017 Quantity Equipment 4 Workman GTX Carts 4 Greensmaster TriFlex Hybrid 3 Greensmaster TriFlex Hybrid 4 SandPro 2040Z 4 ReelMaster 5010- D 4 ReelMaster 7000- D 4 ReelMaster 3100- D 4 Pro Force Debris Blower 1 Multi -Pro 1750 Sprayer 20 Workman MDX 3 Workman HDX n/a n/a n/a n/a n/a n/a Quantity Equipment Notes 5 Workman GTX Carts (1) added for assistant that was using old clubhouse cart 4 Greensmaster TriFlex Tees/approaches Hybrid 3 Greensmaster TriFlex Hybrid 4 SandPro 2040Z 4 ReelMaster 5510-D Greens mower Machine bunker rakes Fairway mowers 4 ReelMaster 7000-D Rough units 4 ReelMaster 3100-D Sidewinder Small rough mowers 4 Pro Force Debris Blower 1 Multi -Pro 1750 Sprayer 24 Workman MDX Utility carts 4 Workman HDX 1 Multi -Pro 5800G 1 AD-300F Large utility vehicle; (1) added for use with plant material Sprayer; replacing 2012 model 300 gallon sprayer; replacing 2006 model 2 GreensPro 1260 Rollers Replacing 2012 models November 18, 2021 - Staff Report Approval of Master Equipment Lease -Purchase Agreement for Turf Equipment Page 3 of 6 Kemper Sports is proposing to retain four (4) pieces of equipment ordered in the 2017 lease -purchase agreement: 1) an MH-400 material hauler with low hours that is in good condition; 2) two (2) VC-60 verti-cutters that have low usage and are now increasingly utilized; and 3) one (1) of the Greensmaster TriFlex Hybrid mowers as a backup and for verticutting. The thatching reel kit for the Greensmaster TriFlex Hybrid mower would also be retained. The remaining equipment from the 2017 lease -purchase agreement would be traded -in on a new lease -purchase. The City's purchasing code contains a provision allowing it to exempt a purchase from a formal bid process when competitive bidding has already been completed. The City utilized this procedure in 2017 when it entered into a lease -purchase agreement with PNC for its turf equipment through the National Intergovernmental Purchasing Alliance (National IPA) program. National IPA is a subsidiary of OMNIA Partners and aggregates purchasing volume of participating agencies in order to receive larger volume discounts from suppliers. Master agreements are publicly solicited and awarded through a request for proposals process and held by a principal procurement agency. National IPA services as a government cooperative purchasing organization for agencies nationwide and continues to meet the City's purchasing exemption for a competitive bid procedure that has already been conducted by another agency. The quote obtained by Kemper Sports on behalf of the City from Toro is based on the same pricing program that the City used in 2017, a program that offers a set discount on the manufacturer's suggested retail price. As an alternative, the City can also opt to purchase the same equipment through Kemper Sports under their purchasing agreement with the same vendor, an allowance that is provided under the terms of the City's contract with Kemper Sports Management. More specifically, the Citys' contract provides that: 11.1 Purchases by Kemper. In connection with any purchases made by Kemper or an Affiliate of Kemper for the account of the City, or the City on behalf of the City, it is understood that Kemper or such Affiliate may perform services as a representative of the manufacturer to secure the benefits of lower costs, and that any resulting savings shall be passed on to the City, including representatives' fees. In addition, all trade discounts, rebates and refunds pertaining directly to purchases for the Golf Resort shall accrue to the benefit of the City. Any rebates earned for the benefit of the City due to Kemper's national agreements with major manufacturers for equipment golf carts will be deposited into the Capital Reserve Account as referenced in 7.1.1 of this Agreement. In addition to the OMNIA pricing quote, Kemper Sports also obtained a quote on behalf of the City for the purchase of the same equipment using the Kemper Sports national agreement with Toro. In addition to the quoted pricing, the City would stand to benefit from a manufacturer rebate based on the purchase price of the equipment and the volume discount Kemper Sports receives from the purchase of equipment across all of their accounts. The exact amount of this rebate is not known at this time but is roughly November 18, 2021 - Staff Report Approval of Master Equipment Lease -Purchase Agreement for Turf Equipment Page 4 of 6 estimated to be between $150,000 and $200,000. The rebate would accrue to the benefit of the City (Desert Willow) under the terms of its contract with Kemper Sports. There would not be a direct benefit to Kemper Sports under this arrangement although they would benefit indirectly through an increase in their purchasing volume and any rebates that they may receive on other accounts. A direct comparison of the two quotes from Toro is contained below and the exact quotes are attached to this staff report: OMNIA Pricing Kemper Sports P ng Equipment Price $2,111,049.85 $1,949,237.72 Trade-ins ($127,764.00) ($127,764.00) Tax (7.75%) $163,606.36 $151,065.92 Total $2,146,892.21 $1,972,539.64 The Kemper Sports pricing through Toro offers an approximate $175,000 savings as compared to the OMNIA pricing and would also potentially generate a manufacturer rebate to the City. Both pricing quotes are proposed to be financed through a 3.299 percent municipal interest rate through Wells Fargo resulting in a $38,665.53/month (OMNIA pricing) or $35,525.44/month (Kemper Sports pricing) payment. Either option is supported by the City's purchasing code, either as an exemption where competitive bidding has already been completed (OMNIA pricing) or in the best interest of the City where the City could realize a more competitive price under the terms of its contract with Kemper Sports Management (Kemper Sports pricing). Staff recommends approval of a lease -purchase agreement using the less expensive Kemper Sports pricing. Staff is presenting the two alternatives to City Council and is requesting Council affirmation of the Kemper Sports pricing option to avoid any perceived conflict of interest with the Desert Willow Golf Resort management RFP that is currently underway. A similar agreement to what was executed in 2017 is required. With approval of the City Council, the City Manager will execute those necessary documents to complete the lease - purchase agreement. November 18, 2021 - Staff Report Approval of Master Equipment Lease -Purchase Agreement for Turf Equipment Page 5 of 6 Fiscal Analysis The 60-month lease -purchase agreement is proposed to commence in October 2022. The total costs for each pricing option are outlined below. Funding is available in the Desert Willow Fund (520 Enterprise Golf Resort account). Project Turf Equipment Lease -Purchase (OMNIA pricing) Funding Year Total Cost Source Desert Willow FY22/23 FY23/24 FY24/25 FY25/26 FY26/27 FY27/28 Total $347,989.77 $463,986.36 $463,986.36 $463,986.36 $463,986.36 $115,996.59 $2,319,931.80 Project Funding Year Total Cost Source Turf Equipment Lease -Purchase (Kemper Sports pricing) Desert Willow FY22/23 FY23/24 FY24/25 FY25/26 FY26/27 FY27/28 Total $319,728.96 $426,305.28 $426,305.28 $426,305.28 $426,305.28 $106,576.32 $2,131,526.40 Another option would have the City Golf Course Capital Fund finance the purchase of the equipment at a 2.5% interest rate which would result in a total of interest revenue between $128,946 up to $140,344 for the Golf Course Capital Fund, and an interest saving for Desert Willow between $30,040 to $32,695 depending on which pricing structure is accepted. The total cash flow would stay with the City and Desert Willow as opposed to a third -party financier. The following table illustrates the costs of each option for each financing and pricing. Funding Source Pricing Total Cost Wells Fargo (3.299%) OMNIA $2,319,932 City (2.5%) OMNIA $2,287,237 Savings $32,695 Wells Fargo (3.299%) Kemper Sports $2,131,526 City (2.5%) Kemper Sports $2,101,486 Savings $30,040 Staff recommends this option to both retain the total cash flow between the City and Desert Willow and to realize an interest savings. November 18, 2021 - Staff Report Approval of Master Equipment Lease -Purchase Agreement for Turf Equipment Page 6 of 6 LEGAL REVIEW Approved as to Form RH Robert W. Hargreaves City Attorney DEPT. REVIEW .Andy lirestine Andy Firestine Assistant City Manager FINANCIAL REVIEW Ya+vr NI. rloo2& Janet M. Moore Director of Finance City Manager, L. Todd Hileman: L. Todd HLLentavi, ATTACHMENT: Vendor Quotes 2017 Lease -Purchase Agreement ASSISTANT CITY MANAGER Andy ,Tirestine Andy Firestine Assistant City Manager CITY COUNCIL ACTION APPROVED DENIED RECEIVED OTHER ✓ Amend anti Ydui'vi Oh 12 •Ilt) -2024 rnee-Ii hci MEETING DATE 1 • I 20 2-1 AYFS:1-kAmiEllnhcrfioUiltNekfand4,Q1Airl .hillyd /l'Q/li f NOES: fah ABSENT: t t)►'1.e ABSTAIN• untie VERIFIED BY: ► I/A 1 S r S Original on File with City Clerk's Office CITY Of PERM DESERT 73-5t<l barn VbtkLR<. Ditiei PALM Dt1rRT ( 1T ItOHAIA 922.60-2578 1CL 760 346-061i Into- cl0'nr,nh,,, desert or; July 26, 2017 Turf Star, Inc 79-253 Country Club Dnve Bermuda Dunes, California 92203 Dear Sr or Madam 8 atri 8.1` ;-017 Subject: Contract No C36220 — Master FFournwent Lease -Purchase 4reement Between the Desert Willow notf Resort and PNC w ,ment Finance_ Lfor Turf Star.. Inc - Golf Course Maintenance LC enance Eauioment for a Term of 60 Months At its regular meeting of July 13, 2017, the Palm Desert City Council, by Minute Motion 1) Approved a Master Equipment Lease -Purchase Agreement between the Desert Willow Golf Resort and PNC Equipment Finance, LLC for Turf Star Inc , golf course maintenance equipment in the amount of S1,508,484 ($301,696 80/year) for a term of 60 months, 2) authorized Mayor to sign the Master Equipment Lease -Purchase Agreement, 3) declared list of Trade -In Equipment as surplus, and apply the trade-in value of $108,261 to cost of the new equipment Enclosed is one original Master Equipment Lease -Purchase Agreement as executed by the City of Palm Desert Once fully executed by your agency, please forward a copy to us for our file If you have any question or require additional information, please do not hesitate to contact my office Sincerely, RACHELLE D KLASSEN, MMC CITY CLERK RDK/mgs Enclosure {as noted) ccfenc Mark Greenwood, P E , Director of Public Works Finance Department Contract No C36220 MASTFR } QUIPMFNT t,FASE-Pt RCHASE AGItLLAMLN I Dated as of I unL 2l, 2O 1 ; I -vs This Mask]. Equipment T ease -Purchase Aereernent (this ' A&isler Lease") is made and entered into by .md between PNC Equipment I'Inance I I (' ( 'lessor ') and the I essee identified below ("Lessee") 1 essee C mt) of Palm Desert Lease of Equipment Subtext to the terms and conditions of this Master Lease, I essor agrees, to sell, transfer and lease to Lessee and Lessee agrees to acquue, purchase and lease from I essor all Tquiprncnt described in each Schedule signed from time to time by I !Awe and Lessor Each Schedule signed and delivered by Lessor and f essce pursuant to this Master Lease shall constitute a st.parase and independent lease and installment purchase of the Equipment therein described I hi, Master Lease ins not a commitment by Lessor of Lessee to enter into any 1 case not currently m existence and nothing in this Master Lease shall be construed to impose any obligation upon I essor or 1 essee to enter mw any proposed I case, it being understood that whether Lessor at Lessee enter into any proposed Lease shall he a decision solely wnhm their respective discretion 2 (rRTAIN DL I Ih11lo'.is All terms defined m the I case are equally applicable to both the singular and plural form of such terms (a) "Equipmere" means the property described in each Schedule, together with all dltaehments, additions, accessions, parts repairs, impiomemenls, replacements and substitutions thereto (b) Lease" means each Schedule arid the terms and conditions of this Master Lease incorporated therm (c) Den means any security interest, hen mortgage pledge, encumbrance, ludjmenl. execution, attachment, warrant, writ levy. other judicial process or clam) of any nature whatsoevei by or of any person (d) Schedule means each 1 ease Schedule signed and delivered by Lessee and Lessor, together with all addenda riders, attachments, certificates and exhibits thereto, as the same may Iram time to time he amended, modified or supplemented and in the case of a Tax -Exempt Lease, in substantially the foram attached to this Master I ease as tease Schedule A or, in the case of a Taxable Lease, under winch Lessee finances its acquisition and mnstallmenc purchase of the related Equipment during the term ❑l such Lease on a non -federally tax- exempt basis in substantially the form attached. to this Master I ease as 1 ease Saiednlr 11 uI in the ease of a 1 asab]e Lease uncial which Lessee rents the use of the Equipment roe the term of the Lease subject to I essee s right to exercise its opiuum to purchase such l quipmcm for its fair marks.i value, in substantially the loam attached to this Master Lease cis Lease Schedule C te) ' TaS'le Lease" meane a Lease that is not a Tax -Exempt I ease (I) Vat - Exempt Lease means a I Cale for Winch the 1T11CrcSL component oI Renl }'u rncnh is Cxc]udible, from gross moire ol the owner or owners thereof tor rederal income tax purposes 3 I I tsi TI RMS I he lc.rrn of each l case ("1 cake lernr ) enrnTnencLS on, and interest accrues from, the date identified in the related Schedule as the (ornmencernent Date and, unless earlier terminated as expressly provided in the Lease continues until Lessee's payment and performance in full of all of Lessee's obligations under such Lease Contract No C36220 4 RI I,I PAYMthMIs 4 l For each Lease Lessee agrees to pay to Lessor the rent pay tnents ( Rem Payments ) In the amounts and on thc dales set forth in the Payment Schedule,f-I .tltached to the Schedule (a Payment Schedule") A portion of each Rent Payment under a has-1 xarnpt I ease is paid as and represents the payment of interest as set forth 111 the applicable Payment Schedule Rent Payments under each Lease are payable out of the general and other funds of Lessee that are legally available therefor ( l..egailti Avaclahle fr ends") n1 L S dollars without nolwc or demand al the office of 1 essor Identified below (or such other place a, T essor may designate from time to time 111 writing) 4 2 hxC FP ( AS SPEW ftA1 f Y rRO4Tr]rf IN Srcriot. 6 HrarOr, I rssrr S OBI /C.ATION TO PAv Rr 4T PAYMII N IS IYVDI R I AC I I Li AS1 SHAH ] E31 Al3SOL I IF AND E NLONDI EIONAL Iry ALL EV'E.1S AND SHALL NO1 BE SHIM C1 10 ANY 'I 1.01 I DENSE C O1R, IL]LLLAIMt AI3Alb%IbNI OR RELO1 r%1ET1 FOR ANY REASON WHA1SOEV Eft, INC LLD1NU Old f lioL 1 LIh111AI!ON) 13Y REASON OF EQUIP1.1EN 1 F VILLIICE, v1SPLI I FS 'WITH Tiff N. rNDOR(S) OR M1AML 1 A(1 LIKI K(S) OF 1 HF 1:QL ]rVMEV 1 OK I .rSSOR ACC/HINT OR AW IN OORrSTTV C7RCrMSTANCrS 4 3 Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent Payments under each Lease shall constitute a current expense of Lessee and shall not in any wax be construed to he a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained 111 any Lease constitute a pledge of the full faith and credit or taxing power of Lessee 4 4 II Lessor receives any Rent Payment from Lessee after its due date, ] cssec shall pay Lessor on demand from I ey;.tlly Available F ands as a late charge 5% of such overdue amount, limited however to the maximum amount allowed by law 5 Di (i i! 1t? A((I 1'1 AN( L rt NDMPG CONDE MOMS c 1 1 ,''cc shall, at It, Sole expense arrange tor the transportation delnery and installation of all Equipment to the location specified in the Schedule ( "Location") by bquipmcnl suppliers ( Suppliers ") selected by Lessee 5 2 Lessee shall accept Equipment for purposes of the related 1 case as soon as it has been delivered and is operational Lessee shall evidence its acceptance of any equipment by signing and delivering to Lessor the applicable Schedule If Lessee dins and delivers a Schedule and if all funding Conditions have been satisfied in full Then Lessor will (a) pay or cause to be paid the costs to acquire and install the Equipment as stated in the Schedule ( Punha%.• Price 1 to the applicable Supplier o1 (b) iennburse Lessor. for all or any portion of the Purchase Price to the extent pieviously paid by I esut., in curter case as Lessee shall direct 5 3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by l cssnr ( 1 undrng Conc hs:ens ') have been satisfied, including, without limitation the following (a) Lessee has signed and dehveitd to ( cssor the Schedule and its related Payment Schedule (h) no L vent of Default or Non - Appropriation l vent shall have occurred and be continuing under any T case (c) no material adverse change 'hall have occurred in the financial condition o1 Lessee or any Supplier, (d) the Equipment is reasonably satisfactory to [ ecsor and is tree and clear of any Liens (except 1 e,sor's Liens), (e) all representations of l essce in the Lease remain true, accurate and complete (0 the amount (It arty) that Lessor may require in advance that Lessee apply to the payment of ] quiprnent costs has been paid, and (g) 1 essor bets received all of the following documents which shall be reasonably satisfactory in form and substance to Lessor (1) evidence of insurance coverage or self-insurance required by the Lease, 1.2) an opinion of I es,ce's counsel (31 reasonably detailed invoices for the Equipment Contract No C36220 (•1) Uniform Commercial Code (UCC) financing statements with respect to the Equipment (5)10 the extent applicable, certificates of title or certificates of origin (or applications therefor) noting lessors interest thereon, (6) mat property waLVCrs as l cssor may dcern necessary (7) copies of resolutions by Lessee s governing body, duly authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease (8) fur a Iax-I xeinpt Lease only, such documents and certificates as 1 essor may request relating to federal tax -exemption of interest payable nuclei such Lease including (v, ithout ]tmltatron) IRS Form 8038-G or 8038-GC and evidence of the adoption of a reimbursement resolution or other official action in the event that Lessee is to be reimbursed for expenditures that it has paid more than sixty days prior to the date on which the hunding Conditions are satisfied and (9) such other documents and information previously identified by I essor nr otherwise reasonably requested by I essor 6 I F1CMiltACTc II LPi IN NOI-'1PPROPRTATIoN h\FNT 6 l For each Lease Lessee represents and warrants that (a) it has appropriated and budgeted legally Available funds to make all Rent Payments required pursuant to such [ ease for the remainder of the fiscal }car in which the [ ease 1 errn imminence', (b) it currently intends to make Rent Payments for the full Lease Term as scheduled on the applicable Pa}meat Schedule so long as funds are appropriated tor each succeeding fiscal year by its governing body, and (c) during the ten fiscal years prior to the date of the applicable Lease its govcrnnig body has not tailed (tor whatever reason" to appropriate amounts sutalent Lo pay its obligations that are Subject to annual appropriation 1 essee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will law Iulny be appropriated and made available therefor 6 2 If Lessee s governing body Iads w appropriate snfrcterit funds in any fiscal year tor Rent Payments and othei amounts to be paid under a Lease. in the next succeeding fiscal year, then a Non.4ppropmnon Event' shall have oct.urrut if a Non -Appropriation Event occurs then (a) Lessee shall give Lessen written notiw at least 30 days prior to the end of the then current fiscal }ear of such Non -Appropriation haent and provide written evidence of such failure by Lessee s got ernmg body, (b) on the Return Date, I eissee shall rcluro to I essor all, but not less than all of the Equipment covered by the affected I ease, al 1 essec s sole expense, in accordance with Section 21 hereof, and (c) the affected i ease shall tertn mate on the Return Gale without penalty or expense 10 1 eSSeC provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected T case foi which funds shall have been appropriated and prowded further that I essee shall pay month -to -month rent at the rate set forth m the al levied [.ease for each month or part thereof that Lessee fails to return the Equipment under this Section 6 2 'Return Dare" means the last day of the fiscal }ear for which appropriations were made for tl ic Rent Payments due under a Lease 7 \011'ARIL 1N Cr R', 1 FSSOR LESSEE %CQIITRF.S AND I E4sr S TIII EQUII'MEI I L 1DER EACH LIASF "4S iS," LESSEE 4( SNOW! I DCLS i LIAI LLSSOR DID NOI MMANUI AL IL Ill I HF FQ1FTP%TF\T n'.DrR AN% LLASL LESSOR UOLS NO RP PRF.SFWT THE MAIL F LfT1. RFR, S1 PP! IrR, OWN R OR DLALLIK, AID LESSEE SELECTED THE EQ1 1r\ll N1 BASED UPON LESSLL'S OWN IIIDGMLN I LESSOR %1AKhS NO WARR ►NTTF.S, rAPRLSS OR IMPLIED, INC.LL DING W ARRANTIrS 01 MFRC'1T 11TkiI11TY OR hIIILSS FOR A FM1il ICLI %R PTRPOSE OR OTI1ERWLSE OR AS 10 1H6 FOLIO FRONT'S Y yl L F., DE SIGN, CONDITION, I. SL, ('APACI IS OR IA RAR11,111, 1 F.SSFF AGRrrs THAT REGARDLESS OF (Al SF, LESSOR IS NOT RESPONSIBLE 1.0R, AND LLSSF. F ►%Ti l NOT ',AMC 4S% ( LAIN] AGAIYSI LESSOR FOR, Ms% DA 14C1 S. 11IILH IIL1R CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRLL1 INCURRED Al 1 F.ssrr I\ CO\NI (I ION WIIII 3111 EQUIPMLYI LNDLR All IF►SF NIITIIIR 111L MANI. 1.4CIUILL1(, SLPP11FR OR DFA11.R NOR 410 SALESPERSON, FMPT OYFF OR 4(.F.\ I (11 1111_ MANLI 1CI MLR, SL PPT TER OR DE411 R IS LLSSOR'S Atau'. 1 OR HAS kN1 ► iTHORITI I SPh41. I OR Li SSOR OR 10 BIND LESSOR IN ANA WA% For and during the Lease [ enn under each I ease I essor assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied applicable to any Equipment and I essor authorizes Lessee to obtain the customary Trios furnished in connection 3 Contract No C36220 with such warranties at I esscu's sole expense Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with I cssee s specifications from Suppliers selected by Lessee (b) Lessor is not a manufacturer or deafer ❑I any I-quipment and has no hablhty for the delivery or installation of any bquipmenl, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor and (e) any warranty, representation guaranty or agreement inadc by any manufacturer or Suppltet or any representative of said parties shall not be binding upon l essor 8 11TT r SrCt'R[1 v 1%1 EEKES I 8 1 Lpon Lessee s acceptance of any I quiprnent under a 1 ease, title to such Equipment shall rest m Lessee, subicct to 1 LbSor s security interest therein and all of Lessor's other right, under such I ease including, t ilhout limitation Sections 6, 20 and 21 hereof 8 2 As collateral security for Lessee s obligations to pay all Rent Payments and all other amount~ due and payable under each Lease and to perform and observe aI] covenants agreements and conditions tdwect or indirect, absolute or contingent, due or to become due or existing or hereafer arising) of Lessee under such Lease, Lessee hereby giants to Lessor a first prtortty, exclusive security interest in any and all of the lquipment (now existing or hereafter acquired) under each Lease and any and all proceeds thereof Lessee agrees to execute and deliver to I escor all necessary document• to evidence and perfect such security mteiast, including without limitation Lnifarm Commercial Code (IJCC) financing statements and any amendments thereto and certificates of tale of ceritliLates of origin (or applications thereon] noting Lessor s interest thereon 4 PERSONAL P1tot'L It IV All I quipinent is and will Iemam personal property and will not be deemed to be affixed or attached to real estate or any bin tiling thereon 10 MAIN rrN Am r ANDOPrRATTON [ essee ,hall, at Its sole expense (a) repair and maintain all Equipment in good condition and working order in ascendance vvtth manufacturer's instructions, and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation which parts or devices shall automatically become part of the I. (utprrtcnl (h) LI C and operate all i'quipmcnl stiL.ly lor Lhc purpoti., al perlonning ore ar mole governmental functions of I assci. and in a careful manner m the normal course of its operations and only for the purposes for which it was designed in accordance with the rnanufaeturer s warranty requirement., and (e) e.ompfy with all law, and regulations relating to the iquipment 11 any Equipment is customarily covered by a maintenance agreetnent Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory, to 1 ever No rnarnlcnanu nr other scrv]ec for any 1 quiprnent volt be provided by Lessor 1 es,cc will not make an; alterations additions or improvements ('Improvements') to any. Equipment without Lessor's prior written consent unles, the Iutprorements may he readily removed w nhout damage to the operation value or utility of such equipment, but am such Improvements not removed pnoi to the termination of the applicable Lease shall automatically become part 01 the Equipment 4 Contract No C36220 ] I 1 IX ATIOM, lIssPLCTIOh I quopmcnl will not be removed from, 0i if Equipment is rolling stock its permanent base will not be changed Irom the Location without Lessors prior written consent which will not be unreasonably withheld Upon reasonable notice to t essee Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment 12 1 lrhs, Si MI r ASES AND 1 AahS 12 1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under each Lease Lessee shall not uiblot or lend any Equipment or permit it to he used by anyone other than Lessee or Lessee s em ployees l2 2 Lessee shall pay when due all I axes that may now or heteatter be imposed upon any Equipment or its ownership leasing, rental, sale, purchase possession or use, any Lease, or any Rent Payments or any other payments due under any I case. ]f Lessee Luis to pay such Taxes when due, Lessor shall have the right, but not the obligation, to par such Taxes If Lessor pays any such faxes, then Lessee shall, upon demand, immediately rcirnhursc Lessor therefor Taxes " means present and future tares Eevles, duties, assessments or other governmental charges that are not based on the net income of Lessoi, whether they are assessed to of payable by L essee or Lessor, including, without limitation (a) saps, use cxetse licensing, registration, titling, gross receipts stamp and personal property taxLs and (b) interest, penalties or fins On soy of the foi%gong 13 Risk 01 Ltlss l3 1 Lessee hears the enure risk of loss, [hs.l1, damage or destruction of any Equipment in whole of in part lion any reason whatsoe%et ('Cast/dry Lust') lxo Casualty 1 oss to any 1 qutpment shall relieve Lessee Isom the obligation to make any Renl Payments or to perform any other obligation under any Lease Proceeds of any insurance recovery will he applied to I (AKA. s obligations under [ins Section l3 13 11 a Casualty Loss occurs to any Equipment, Lessee shall immediately notify I essor of the same and 1 essee shall, unless otherwise directed by Lessoi, immediately repair the same 13 3 It Lessoi determines that any hero of l qutpment has suffcrctl a Casualty 1 oss beyond repan t "Lost tgnpment' ) then Lessee shall either (a) Immediately replace the Lost Equipment with similar equipment in good repair condition and working order tree and clear of any T. tens (except Lessor s I lens) and deliver to Lessor a purchase order bill of sale or other evidence of sale to Lessee covet mg the replacement equipment, in which event such replacement equipment shall automatically he l quIprncnl under the applicable I wise, or (by on the next scfedulcd Rani Payment due date, pay Lessor (t) all amounts owed by Lessee under the applicable Lease including the Rem Payment due on such date, plus (a) an amount equal to the applicable Termination Value set forth in the Payment ' .h .du]L in the applicable 1 case 11 I,essc:e la making such payment with respect to less than all of the Fqurpment under a L ease, then Lessor %d] provide Lessee with the pro rata amount of the Termination Value to be paid by Lessee with re pc c1 tin the 1 05l I quipmLnt 134 Lessee shall bear the risk of loss lox, shall pay directly and shall defend agauul any and all claims, ltabibties proceedings, actions expenses (including reasonable attorney s fees) damages or losses arising under or related to any Equipment mcludmg, hut riot limited to, the possession ownership lease, use or operavon thereof These obligations of Lessee shall suns we any expiration of termutation of any Lease Lessee shall not bear the risk of loss o] nor pay for anv claims, liabilities proceedings, actions expenses (mcluding attomey's lees), damages o1 1o'.es which arise, eint lly from csenls ocunrmg atkr any Equipment has been returned by t essee 10 ] Lssor in 5 Contract No C36220 accordance with the terms of the applicable T case or which arise directly from the gross negligence or willful misconduct of Lessor ld Ir•NIrRAN(1 14 1 (a) I.esaee at its sole expense shall at all tunas keep all Equipment insured against all risks of loss or damage from every cause whatsoever (including collision in the case of vehicles) for an arnounl not Icss than the 1 erminalion Value of the Equipment under eaeli I ease Lessor shall be named as loss payee with respect to all insurance catering damage to or loss of any Equipment and the proceeds of any such insurance shall be parable to L,essoi as loss payee to be applied as provided in Section 13 3 (b) The Total Amount Financed as set forth on the applicable Payment Schedule does not jncludc the payment of any premium foi any liability insurance coverage for bodily ninny and'oi properly damage caused to others and no such insurance will be purchased by Lessor (c) Lessee at its sole expense shall at all times carry public liability and property damage insurance in amounts reasonably sansfaclory to Lessor protecting Lessee and 1 cswr from liabilities foi mjunes to persons and damage to property of others relating m any way to any Equipment I essor shall be named as additional insured with respect to all such public liability and props.rly damage insurance and the proceeds of any such insurance shall he payahls. Brat to I essor as additional insured to the extent of its liability, and then to Lessoc 17 2 All insurers shall he reasonably satisfactory to Lessor Lessee shall promptly deliver to I cssnr satisfactory evidence of required insurance co,yerage and all renewals and replacements thereof Each insurance policy will require that the insurer give Lessor at least 30 days' prior wrillun notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of 1 tssw the insurance maintained by Lessee shall be piimary without any right of contribution from insurance which may he mainlamed by 1 essoi 14 3 If I essee rs self -insured under an actuarially sound self-insurance program that is acceptable le Lessor %%rth respect to equipment such as the Equipment under a Lease, Lessee shall maintain during the Lease Term of such Lease such actuarially sound self-insurance pmgram and shall provide evidence thereat in corm and substance satisfactory 10 I cssor lS Pt1R(11ASi Or IION Upon 30 days prior written nonce by Lessee to Lessor and so long as there is no raent of Default then wasting, L..ssu shall have the option to purchase all hut not less than all, of the rquiprnent subject to a Lease on any Rent Payment disc Bate by paying to 1 cssoi all Rent Payments then due (including accrued interest, if any) plus the remmnalwn Value set forth on the Payment Schedule to the applicable Lease for such date Upon satisfaction by 1 escc of sueh purchase ..ondrtions, I ussor shall release its Lien on such Equipment and Lessee shall letam its title to such Equipment 'As-ls, without representation or warranty by Lessor express or implied, except for a representation that such 1 qurptncnt is free and clear of any 1 lens created by I cssor 16 I. rsstr S REPRLSEN I/MONS AND W4RRM 11ES 4V'rth respect to each l cast arid the 1 qurprrrent subject thereto 1 esuc hereby represents and wail ants to Lessor that (a) 1 cssec has full power authority and legal righl to execute and deliver the lease and to perfoi rn its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body, 6 Contract No C36220 (b) the Lease has been duly authorized executed and delivered by I cssce and constitutes a legal. valid and binding obligation or I essee, ..nforceable m accordance with its terms, Lc) the Lease is authorized under and the authorization cxxution and ddlivery of the Lease complies with all applicable federal, state and local lads and regulations (including, but not limited to, all open meeting public bidding and property acquisition laws) and all applicable)odgments and court orders (d) the execution, delivery and performance by Lessee of its obligations under the I ease coil] not result in a breach or %iolauon el, nor constitute a default under, any agreement, lease or other tnstrument to which Lessee is a party or by which ] essec s properties may he bound or affected, (c) there is no pending, or to the best of Lessee's knowledge threatened litigation of any nature that may have; a material adverse effect on Lessee s ability to perform its obltgattons under the I ease, and tit Lessee is duly organized and legally existing as a political subdivision, municipal corporation or similar public entity under the Constitution and laws of the State in which it is located and will do or cause to be done all clings necessary to preserve and keep m lull force and attest its existence as such l' 1 4x ( (y rNAN rs APPT rcAr{1 r ()MN la I Ax-I vcrMPT I rasrs l A'c rnnrmrnn• 1'ay VfrN rs I csscc herL.by covenants and agrees that la) The parties anticipate that 1 essor can exclude the interest component of the Rent Payments under each Tax -Exempt Lease from tederal gross income Lessee covenants and agrees with respect to each Tax -Exempt Lease that it will (1) eomplt.le and timely lit. an rnrornrahon reporlil < return with the Internal Revenue Service ("IRS") in accordance with Section 149(c) of the Internal Revenue Code of 1986 (the "Code") (u) riot permit the Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code mcludmg, without limitation, use by private persons or entities pursuant to contractual arrangements which do not satisfy IRS guidelines for permitted management contracts as the same may he amended from time to time, and (it) comply with all provisions and regu]atums applicable to establishing and maintaining the excludability of the interest component of the Rent Payments under each Tax -Exempt Lease from tederal gross income pursuant to Section 103 of the Code (b) If I essor either (1) receives notice, in any form from the IRS or (il reasonably determines based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not unreasonably withhold that 1 essor may. not exclude the interest cornponcnt of any Rent Payment under a Tax -Exempt Lease From tederal gloss income because Lessee breached d covenant contained herein then Lessee shall pay to L%Or vation 30 days after Lessor notate" Lessee of such determination, the amount which, with respect to Rent Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes unposed on the interest component of all Rent Payments under such I ax-Fxempl 1 cast. due through the date al such event) that are. imposed on 1 essor it a result if the loss of the exclusion, w ill restore to Lessor the same after-tax yield on the transaction evidenced by such Tax -Exempt t ease (assuming tax at Lhc, highest marginal corporate tax rate) that it would have. rtahis:d had the c\elu ion not been lost Addmonally, Lessee agrees that upon the occurrence of such an event with respect to a Tax -Exempt Lease it shall pay additional rent 10 I cssor on each stuccoing Rent Payment due date in such amount as will maintain such after-tax yield to 1 essor T essor determination of the amount necessary to maintain its after-tax yield ds provided m this subsection (h) shall be conclusive (absent manifest error) Notwillistandmg anything in a lax-Lxempt Lease to the contrary, any payment that Losses: is required to make pursuant to this subsection (b) shall be made only trom Legally Available Funds 7 Contract No C36220 I his Section 1" shall be inapplicable and of no force o1 effect with respect to any Taxable I ease. 18 ASSTCNMrNT 18 1 I cases shall not sell, assign, transfer pledge, hypothecate or grant any Lien on, not otherwise dispose of, any Lease or any 1 guipment or any interest m any Lease or Cquipment t 8 2 Lessor may assign its rights, title and interest m and to any 1 ease or any Equipment, andfor may grant or assign a security interest 11l any I case and its Equipment, m whole of m part to any party at any time and from lime to time without Lessee's consent An} such assignee or lien !older (an 'Assignee ) shall have all of the rights of Lessor under the applicable Lease ass] l ACGRI E S NOT TO ASSERT AGAINSI ANY ASSIGNEE ANY LE AIMS ABA rr\1rNTs, Sh IUEIS (t1E NTrRCI ATMS, RrCOLIPMtNE 08 ANY UIIELR SIMFE AR nrrrNsrs w44TCH IFSSFE Mkt ]-LAeeh AGAINST LESSOR unless otherwise agreed by Lessee in witting, any such assignment transaction shall not rLlsasc I Lssoi from any of I essor's obligations under the applicable 1 case An assignment or reassignment of any of I wrier s right title or Interest in a 1 caw or us Equipment shall be enforceable against 1 Lssee only alter Lessee receives a written notice of assignment that discloses the name and address of each such Assignee 1 esuL shalt keep a complete and accurate record al all such assignments in the form nceessan to comply with Section 149(a) of the Code with respect to fax- ! xeinpt Leases and Section 163(t) of the C ode with respect to I amble. Leases Lessee agrees to acknowledge m writing any such assignments if so requested 183 Subject to the toregomg, each Lease inures to the benefit of and is binding upon the successors and assigns of the parties hereto 19 1 ivINTSOrDrrm.TT For each I case, Event of Default' means the occurrence of any one or morc of the following esents as they may relate to such Lease (a) Lessee tails to make any Rent Payment (or any. other payment) as it becomes due m accordance with the terms of the I ease, and any such failure continues for ten days after the due date thereof, (b) Lessee tads to perform or observe any of its obligations under Section 12 l 14 or 18 l hereof, (c) Lessee fads to perform or observe any other covenant, condition or agreement to be performed or obsLrsul by it under the Lease and such failure Is not cured within 30 days alter receipt of written notice thereof by [ essor (d) any statement, representation or warranty inside by 1 e.ssee in the Lease o1 in any writing delivered by Lessee pursuant thereto or In connection therewith proves at any time ro have been fake, misleading or erroneous in any material respect as of the um when made, (e) 1 eosee applies far or consents to the appointment o1 a re.LLivcr, trusluc, c011scr\atoT or Iiguidatoi ul I csicL or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptes Insolvency moratorium or similar law, or (I) Lessee shall be in default under any other Lease or under any other financing agreement executed at any tune with Lessor 20 RE\7LDJLS It any Event of Default occurs then Lessor ma) at its option, exercise any one or more of the following remedies (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the tiscal year in effect when the delault occurs together with accrued interest on such amounts at the respective rates provided in such [.cases from the date of [ Lssor s demand for such payment, 8 Contract No C36220 (b) Lessor may require I cssce to promptly return al] Equipment to Lessor in the manner set forth in Sc.uum 21 land Lessee agrees that it shall so return the Equipment') or Lessor may, at its option enter upon the premises where any I qulpment is located and repossess such Equipment without demand or notice, without any court order or other piocess of law and %ithout liability for any damage occasioned by such repossession (c) Lessor may sell lease or otherwise dispose of ,any Equipment in whole or in part, in one or more public or private transactions and if Lessor so disposes of any Equipment, then Lessor shall apply the entire proceeds of such disposition as follows first to pay costs that Lessor has incurred in connection with exercising its remedies, vcurncl, to payment of amounts that are payable by Lessee under clause (a) above, and then to payment of the I ermmation Value set forth in the applicable Payment Schedule for the last Rent Payment due date for the fiscal year m which the related default occurs provided, however, that any rhsposition proceeds in excess of payment of all of the foregoing amounts shall be paid promptly by Lessor to Lessee, (d) Lessor may terminate cancel or rescind any f east as to any and all 1 quip:nenl, (c) 1 essor may exercwe any other right, remedy or privilege that may be available to Lessor under applicable law ❑r, by appropriate court action al law or in equity Lessor may enforce any of Lessee s obligations under any Lease and'or (1) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-ot-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and or of Lessor s actions under this Section including, without !mutation, any attorney fees and expenses and any costs related to the repossession safekeeping, storage, repair reconditioning or disposition of any Equipment None of the abo a remedies is exclusive, but each IS CLlrntuI4IIvc and in addition to any other remedy asadablc to Lessor Lessor s exercise of one of more remedies shall not preclude its exercise of any other remedy No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver Mei col nor as an acquiescence in any drfaull troy shall any single of partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy 21 Rb1u1tNoi'EQummEn1 I f Lessor is entitled under the provisions of any 1 ease, including any termination thereof pursuant to Section 6 or 20 }hereof to obtain p0SSCSSI01) of any Equipment or if Lessee is obligated et any time to return any Equipment, then (a) title to the Equipment shall vest in I essor itnmuliai..ly upon ] Cisnr' sauce thereof to l cssee, and (b) Lessee shall, at its sole expense and risk immediately de -install, disassemble pack, crate insure and return the I qulpment to i essoi MR in accordance v. iih applicable industry standards) at any location in the continental United States selected by Lessor Such equipment shall be in the same condition as when received by 1 essec (reasonable wear, tear and deprcuallon restdting Trom normal and proper use excepted) shall be in good operating order and maintenanet. as required by the applicable I ease, shall be tree and eh.ar of any I lu1S (.scept h essor s Lien) and shall comply with all applicable laws and regulations Until Equipment is returned as required above, all teens tit the applicable] ease shall remain m tull force and effect mcludmg, without limitation, obligations to pay Rent Payments and to insure the Equipment I essec agrees to execute and deliver to ( essor all documents reasonably requested by Lessor to evidence the lransfer of legal and beneficial title to such Equipment to Lessor and to evidence the ternttnation of Lessee's interest in such Equipment 9 Contract No C36220 2L 1 A A C rl) V rRN N6 LCC C A Et 1.1C LE 2A WAIL bit (a) 1 ach l ease shall be governed by the laws of the state in which Lessee is located (the "State ) (h) 1 NNSee hereby v llhngly and knowingly wanes any rights or remedies to which 11 may otherwise be entitled under Sections 508 through 522 inclusive, of Article 2A of the Lniiorm Commercial Code in effect in the Stale 23 NOILCbS Al] notices to be given under any I ease shill be made n1 writing and either personally delivered or mailed by cerufi U mall to the other party at its address set forth herein or at such address as the part) may provide in writing From time to Bane Any such notices shall be deemed to have been received five (5) days subsequent to mailing if sent by regulai or certified mad or on the next business day 11 sent by overnight courier or on the day of delivery if delivered pei sena]ly 24 FNAhclAL ItsFOItM411ON INDhMM1Y. POWER OF A r70RVLY 24 1 \S ]thin 30 days after then completion for each fiscal year of Lessee donna any Lease I earn I essee R111 dchvw w I essor upon Lessor's request the publicly available annual financial information of Lessee 24 2 To the extent authorized by the Taws of the State, I cssce shall indemnify, hold harmless and if 1 essor requests, defend Lessor and its shareholders affiliates employees, dealers and agent, against all Claims directly or indirectly arising aul of or connected wiih (a) the manufacture, mslal]ation, use lease, possession or delivery of the Equipment (h) any. defects in the E gwpment or any wronglul ae.l or omission of Losses or its employees and ag..nls of (c) any claims of alleged breach by Lessee of any Lease or any related document 'Cuamc" means all losses, liabilities, damages, penalties expenses (fncludmg attorney's tees and costs), claims, actions and suits, whethe] in contract, tort ni olhuwisc bolwithstandnig anything in any 1 case to the c.onlrary any indemnity amount payable by Lessee as prtwldcd m t111S Section 24 2 shall he payable told} from I egally Available Funds 24 3 ( asses hemby appoints 1 essor rih true and law fu1 attorney -in -fad (with full power of suhsuwlmn) to prepare any instrument certlticate of title or financing statement covering the Equipment or otherwise protceung Lessor s inlcrest in the Equipment, and to make claims for receive payment of and execute and endorse all docurnenls 1.he.ks or drafts for loss, theft, damage or tiehtruelton to the. bquipmLnt under any insurance 2S AN 1 l-MONPY E ALAI)! RI\G E\ 11 RNA 11ONA1 I RAE)E l AW (OMPl LAW] ] Lsee repr.Aerlts and .+arrann to Lessor, as et the date of this Master Lease, the date of each advance of proceeds pursuant to this Master L ease, the date of any Ran al cticnsion or modification of this Master Lease or any Lease and at all times until this blastei Lease and each Lease has been tennmaled and all amounts thereunder have been Indeicasibly paid in lull, that (a) no Covered Entity (i) is a Sanctioned Person, (o) has any of its assets m a Sanctioned Country or in the possession, custody or control of a Sanctioned Person, or (cel) does business in or with, or derives any of Its operating income from investments in or transactions with any. Sanctioned C aunty or Sanctioned Person m violation of any law regulation, order or directive enforced by any Compliance Authority (b) the proceeds of any Lease wit] not be used to fund any opeialions in, finance any in tstmcnts or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law regulation order or directive enforced by any I ntnpliance Authnrit) (c) the funds used to repay any. Lease are not derived from any unlawful activity, and (d) each Covered Entity 1S 113 compliance with, and no Covered Entity engages in any dealings or 10 Contract No C36220 transactions pnohnbited by, any laws of the United States, including but not limited to any Ann -Terrorism Laws I cscee covenants and agrees that it shall immediately notify I mot in wining upon the occurrence of a Reportable Compliance Event A.s used herein 'Anti-Terrnrrsrn 1 aws means any laws relating to terrorsm, trade sanctions programs and embargoes, import export Incensing, money laundering, or bribery, all as amended supplemented or replaced Iran) time to time ' Compliance Authonty means each and all of the (al L S Tieasury Dep<a tment'Ottice of Foreign Assets Control, (b) U S Treasury DepartrnentiF manual t runes ?nfoi Lunen! Netwoi k, cc) U S Sidle Depai tmenl, Dueuorate oi Defense Trade Controls (d) L S Comtnerce Dcpartmenal3ureau of Industry and Security, (e) U S Internal Revenue Service, (] U S Justice Department and (g) U S Securities and Exchange Commission Covered rutlty' means T essee its affiliates and subsidiaries all guarantors, piedgors of collateral all owners of the loregomg, and a]] brokers or other agents of I essee acting in any capacity in connection with this Master Lease or any I ease, ` Reportable Compliance Event means that any Covered Entity becomes a Sanctioned Person, or is indicted arraigned, investigated or custodially detained or receives an inquiry from regulatory or law enforcement officials in connection with any Anti- lerronsm Law or any predicate crime to any Anti -Terrorism Law, or selt- discovers facts or cocunislances implicating any aspect oi us operations with the actual or possible violation of any Anti -Terrorism Law Sanctioned Country' means a country subject to a sanctions program maintained by any Compliance Authority, and Sanctioned Person" means any individual person group regime, enuly or thing listed or otherwise recognved as a specially designated, prohibited sanctioned oi debarred person or entity, or subject to any htnitations or prohibition, (ineludina but not limited to the blocking of property or ryculon of transactions) under any order or directive of any Compliance Authority or otherwise suhlect to, or specially designated under any carrel Lint program maintained by any Comphanca Authority 26 I ISA PA I RFD! AC I \O l ICI - To help the goyermnent tight the funding of terrorism and money laundering activities, rederal law requires all !Manual lnsnlulwns to obtain verify and record inlormalton that idennlies each lessee that opens .in account What this tneans when Lessee opens an account T cssor will ask for the business name business address, taxpayer identify mg number and other 'Sanitation that will allow Lessor to identify Lessee, such as organizational documents For some businesses and organizations Lessor may also need Co ask for identifying information and documentation relating to eertarn individuals associated with the business or organvxl ion 2' Srcriery Hr ATnNr;S All sectlon headings contained heron or 1ri any Schedule. rue for LanweniCnee of reference only and do not define or lint the scope of any provision of any Lease 28 LXrC lI110N IN UM Nnr'RPARTS This Master Lease and each Lease may be executed in several counterparts, each of which shall he an original, but all of which shall Ltmsotute one and the same 1n,trument, piov:dcd,, however that only Counterpart \o I of each Lease (including the terms and conditions of this Master Lease incorporated therein by reference) shall constitute chattel paper for purposes of the applicable Lmfonn Commerical Code 29 EN l]]{h koEtbhrthb 1, fir RI I I bN A%mbuMEN1S I ach I tom- and other documents Or Instruments executed by Lessee and Lessor in connection therewith constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and 11 Contract No C36220 such Lease shall not he mode tied, amended altered or changed except w ith the written consent of h es,ee and I essor Any provision of any I ease found 10 be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease 3E1 Hk AYY-DLI ] v 6HUL LE GlibhNHOL S1 GAS EMISSION RCM C TRIM RfcI T ATION (a) If the egtttlnEnent Teased pursuant to the Lease is a trattoi, the Lessee of this heavy-duty tractor undcr,tands that when using a heavy-duty tractor to pull a 53-foot or longi.r box -typo trader on a highway within California, the heavy -duly tractor must be compliant with tL-rr,n" riclnn-aszr/ Tail^ 1" California ('oil& of Regulations, and that it is the responsibility of the I Issue to ensure this heavy-duty tractor is compliant The regulation% may require thla heavy-duty tractor to have low -rolling -resistance tires that are 1.. S I-nviromnental Protection Agency (I! S E PA) Smart Way Verified Technologies prior to current or future use in California or may entirely piohib]t use of tilts tractor m California if it is a monies! yea 2011 tit Idler lraclor and is no( a L S EPA Srndrl\k ay Cartooned 1 iactoi (b) If the equipment leased pursuant to the. I cam. n a trade the Lesser. of this box -typo !railer uriderslands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trader on a highway within California the box -type trailer must he compliant with Sections 95300-95312 Tolle 17 California Code at Regulations and that it is the responsibility of the I cssec to ensure this box -Type trailer is compliant 1 he regulations may require this hailer to have low -rolling -resistance tires and aerodynamic technologies that arc i S l-nvironmen;al Frolic -lion Agency SmartWay Verified Technologies prioa to current or future use to California (c) Notwithstandtng anything in the T case to the contrary, the T cage does not prohibit the I caste from modifying the trailer, at Lessee s cost, to be compliant with the requirements of the ( ahfornia Heavy -Duty Vehicle (.greenhouse (ias 1 mission Reduction Regulation 31 ly7E'Olti AN! ISiF01C6.11tIIoN AOOL] PE IONECALLS 13) providing telephone number(,! to I essor, now or at any lair limo., 1 es,ce authors, s Lessor and its al nines and designees to contact Lessee regarding Lessee account(s) with Lessoi or its affiliates whether such accounts are I MCC individual accounts or bu,onoss accounts for winch I,cssu is a contact, at such numbers using any moans, including but not lLimted to placing calls using an automated dialing system to cell, VoIP or other wireless phone number an leaving prerecoided messages or sending text messages, even if charges may be incurred to] the calls or tom messages Lcssec consatnls that any phone call with Lessor may be monitored or recorded by Lessor ('it) of l'alm Desert, as I essee P,4(' hquipment hmance, ! ! ( ,as Lessor /p mri-ed %vguacare i ' .Ian C Ifa_rnxk P/rnive'r,mr Mayor 7 r, ATTEST: ells T. Klassen, Ctty Clerk City of Palm Desert, Calafornaa 12 A,uhnrrrd 'IQic ire Pn'red 4av1{ Tait Contract No C36220 ease Schedule A (Pax-I-.xcmpt) Dated as of June 2017 rz€ This Lease Schedule No 206234000 tthis ".Schedule ) relates to the Master hquipmtnt 1 case -Purchase Agreement referenced below and, together with the terms and conditions of the Master Lease incorporated herein by reference constitutes a T ease Unless otherwise defined herein capitalized tenns will have the same meaning asciihed to them in the Master f ease All lens and conditions o1 the Master Lease are incorporated herein by refeience Master rquipment I eau -Purchase Agrt.emenl stated June 21 2017 1 Equrpmenl De sc)rpaon As used In the I sass, "fyurpnreiu means 411 of LII propel ty deseribed in the Payment Schedule attached to this Schedule and all attachments additions accessions, parts repairs, improvements replaecmenls and substitutions thereto 2 Rent Payvnenrs Leave Term The Rent Payments to be paid by Lessee to Lessor, the Cornmencement Date of this Lease and the Lease Term of this Lease are set torah on the Payment Schedule attached to this Schedule 3 Essential Use Current Intent of Lessee Lessee represents that (a) the use of the Equipment is essential to Lessee's proper, efficient and economic Wm -toning or to the services that Lessee provides to its (b) the quiprncnt .Sill he used by 1 ev,e.. only for II]C purpose of perforT]]ng its governmental Or proprietary functions consistent %ith the permissible scope of its authority and will not be used in a trade of business of any person of entity, dud (e) the useful life of the Equipment is not less Than the slated lull Lease i elfin of this I as I e1s LC h,as delennmed that a present I1Led exists for Ilw Equipment %Inch need is not wrnporary or expected to diminish in the near future I cssce currently intends for the full Lease Term to use the Equipment to continue this I ease, and to Snake Rent Payments so long as funds are appropriated by its governing body for the suc..eeding fiscal year 4 4((I PI FM r o! EQ? WWI \ 1 As RL- iv, LEN LESSEE: AND LESSOR, LESSEE AGREES 1HA1 (a) LESSEE HAS ILELEIV Ell Als 1) ItvSPEL LED ALL EQU1PMEN L (b) ALL EQu1PMEf f 1S 11` C+OOD WORKING ORDrR Atcr) COMPI IFS MTTT AI I PI IRCEG\SF ORDERS, CONTRACTS AND SPFCIrlrATIONS, (c) I.rssrr At c r rrs Al L TQlAPAtI N L I OR PLRNiSES OF riff LEASE ' AS-1S, WHF1t} rS', ANT) (d) T ESSF} wA141-S ANY RICH I I() RI VO}.E St (Et ACCIPFAh(1 S Re-•lffirma on of the .Mailer Lime Reprcieiu.crrons, Warrantees and Cokenants Lessee heieby represents, warrants and covenants that its representations Warranties and etc»Lnsnts set forth In the Master Lease (particularly Sections 6 I and 16 thereof) are true and correct cis though made on the dale DI execution al this Schedule 6 Bs x Q(AL11-16r) LFSSF1. CERTIFIES THAT IT TTAS DESIGN ArrD THIS LI ASE AS A QUALIFIED IAS-Ex»lrr MO IATTUN IN ACCORDANCE WIrll Src-TION 265(b)(3) OF 111E CODE, !HAI 1I HAS NOT nr4TCNATrn MORr Jiro. $10 000 000 (H i rs OI3LLOA I. IONS AS QUALIFIED TAX-rxrMPT ORT T(.AT]OhS IN A( ( ORDAhcE IN I!! SUCH SI ( LION }Uri WE CLICLRENI CALENDAR YF AR AND THAT IT REASON AM Y ANIICII'A I.ES 111A1 ME 1OJAL •\JtOL.N I OF IAX-E\EMPT OBLIGATIONS TO Br ISSUED R} 1 1 SS] I DIALING I IIL Ct1RRLN I CALENDAR %1. AR WTI T Nor rxrrrn'510 00o 000 13 Contract No C36220 ( ity of Palm Desert, as Lessee PNC. Equipment )'nonce, 11(, as / escor 1 u',l,-lit Srgn iiwn . ialir, teed lien t,m', J Jan C. tiarnik Pr me 1'•rrme Prayed iR,he }favor AT` eST: 4- let-aW Ractdtin�% r, IN, CZ tyr)€le'% nually executed and 'Cnalt2, numbered counterparts I rr the extent that this Lerbe constitutes chattel paper (as defined m the Unitorm Commercial Code) no security or o«nershrp interest herein may W. cleated through the transfer or possession of any Counterpart other than Counterpart No 1 t4 CONTRACT NO. C36220 PAYMME.N1 SCHEDULE A-1 Fix Altachcd to and muck a part of that ccrlam 1 Lase Schedule No 2062'34000 dated a% of Turn- 31 2017 FA end hest Lt n I'NC Equipment !•mane, LLC. as Lessor. and C it> of Palm Desert . as Lessee [ ommencement Date October 1, 2017 1 EQi'IPLI} N I LC( AL ION & DbS( RIP I. LON 38995 Dcscrt Wt11ow Drnc Palm Desert. ( A 92260 Riverside County Quantity 4 4 3 4 4 4 1 1 3 4 4 10 2 20 1 Description Total Price New Toro Workman GTx Electric $44,686 24 New Toro Greensmaster 3420 TriFlex Hybrid- Diesel 23 5HP $160,998 16 New Toro Greensmaster 3420 TriFlex Hybrid- Diesel 23 5HP $113,906 43 New Toro Sand Pro 20402 $924 00 New Toro Reelmaster 5010-Hybrid Diesel 24 8HP $234,033 16 New Toro Pro Force Debris Blower $774 00 New Toro Multi Pro 1750 $31,563 25 New Toro MH-400 Wireless _ $29,473 76 New Toro Workman HDX-D Kubota Diesel 23 3HP $66,814 14 New Toro Reelmaster 3100-D Sidewinder $142,678 68 New Toro Reelmaster 7000-D T4F Diesel 55HP $329,158 88 New Toolbox- Box Bed CAII $3,490 00 New Toro VC60 Verti-Cutter PTO 60in $19,746 00 New Toro Workman MDx $225,088 40 New Thatching Reel Kit- TriFlex $8,240 50 . LEASE I'A\ MENT SCHEMA r (a) I otal Amount Emanted $1,404,321 48 (h) Pasmont Schedule F L Payment Number 1 2 3 4 5 6 7 Date Payment Interest Principal Termination* $25,14140 $000 $25,14140 $1,420,55548 $25,14140 $3,391 62 $21,749 78 $1,398,153 21 $25,14140 53,33813 $21,803 27 $1,375,695 84 $25,141 40 $3,284 51 $21,856 89 $1,353,183 24 $25,14140 $3,230 76 $21,910 64 $1,330,615 29 525,141 40 $3,176 88 $21,964 52 $1,307,991 83 $25,14140 $3,122 87 522,018 53 $1,285,312 74 15 Contract Na C36220 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 _ 25 26 - 2728 29 30 31 32 33 34 3S 36 37 39 40 �41 42 43 44 45 46 47 4'8 49 50 51 1 $25,14140 _ $25,14140 $25,141 40 $25,14140 $25,141 40 $25,14140 $25,14140 $25,141.40 $25,14140 $25,14140 $25,1414D $25,14140 $25,14140 525,14140 $25,14140 525,14140 $25,14140 $25,14140 $25,14140 $25,14140 $25,141 40 $25,141 40 $25,14140 $25,141 40 $25,14140 $25,141 40 $25,14140 $25,14140 $25,14140 $25,14140 525,14140 $25,14140 $25,14140 $25,14140 $25,14140 $25,14140 .125,141 40 $25,141 40 $25,14140 $25,14140 $25,14140 525,141 40 $25,14140 $25,14140 $3,068 72 $22,072 68 $1,262,577 88 $3,01444 $22,12696 51,239,78711 $2,960 03 $22,18137 $1,216,940 30 52,905 48 $22,235 92 $1,194,037 31 52,850 80 $22,290 60 $1,171,077 99 ' $2,795 98 $22,345 42 $1,148,062 21 52,74103 $22,400 37 $1,124,989 82 $2,685 95 $22,455 45 $1,101,860 71 $2,630 72 $22,510 68 $1,078,674 71 $2,575 37 $22,566 03 51,055,43170 I $2,519 87 522,621 53 51,032,131 52 $2,464 24 522,677 16 $1,008,774 05 52,408 48 522,732 92y+ $985,359 14 $2,352 57 $22,788 83 ! $961,886 65 $2,296 53 522,844 87 $938,356 43 I $2,240 35 $22,90105 $914,768 35 52,184 04 522,957 36 5891,122 27 1 $2,127 58 1 $23,013 82 $867,418 03 $2,070 99 $23,070 41 $843,655 51 $2,014 25 $23,12715 $819,834 55 $1,957 38 $23,184 02 $795,955 01 $1,900 37 $23,24103 $772,016 74 $1,843 21 $23,298 19 $748,019 61 $1,785 92 $23,355 48 $723,963 46 51,728 48 $23,412 92 _ $699,848 16 $1,670 91 $23,470 49 5675,673 55 $1,613 19 $23,528 21 $651,439 50 $1,555 33 $23,586 07 $627,145 84 $1,497 33 523,644 07 $602,792 45 51.439 18 \$23,702 22 $578,379 17 $1,380 90 1 S23,760 50 $553,905 85 i $1,322 47 $23,818 93 $529,372 35 1 $1,263 89 $23,877 51 $504,778 52 $1,205 17 $23,936 23 $480,124 20 $1,146 31 $23,995 09 $455,409 26 $1,087 30 $24,054 10 $430,633 53 $1,028 15 $24,113 25 $405,796 89 $968 85 $24,172 55 $380,899 16 $909 41 $24,23199 $355,940 21 $849 82 $24,291 58 $330,919 88 $790 08 524,351 32 $305,838 02_1 5730 20 524,411 20 5280,694 49 , 670 17 )24,471 23 1 255 489 12 ' 5609 99 f 524,53141 5230,/2177 lG Contract No C36220 _52 53 54 55 56 57 58 59 60 $25,141 40 $25,14140 $25,14140 $25,14140 $25,14140 125,141 40 $25,141 40 $25,14140 $25,141 40 $549 66 $24,591 74 $204,892 28 $489 19 $24,652 21 $179,500 50 $428 56 $24,712 84 5154,046 27 $367 79 $24,773 61 $128,52946 $306 87 $24,834 53 $102,949 89 $245 80 $24,895 60 $77,307 42 $184 57 $24,956 83 $51,60189 $123 20 $25,018 20 $25,833 14 $61 68 $25,079 72 $1 00 City of Palm Desert as Lessee PVC Equipment Frnancc LLC, as Lessor E//S,LILj.l�i An+horcr r Srl;nar.rr• r lInn V Hnrn Ar Pr MVO Num.. Mayor I Ir±e ATTFST: Ra [la'`I). Kl g Clerk FA City of Palm Desert, California 17 r24 CERTIFICATE OF 1NCU,MBENC%% T. the undersigned, do hereby certify that 1 am the duly elected or appointed and acting Secretary/Clerk el City of Palm Desert (' Lessee '), a political subdivision duly organved and existing under the laws of the State where T essee is located that I have the title stated below and that as of the date hereof the individuals named below are the duly elected er appointed officers of I essee holding the offices set forth opposite their respective names and are authoiizcd on behalf of Lessee to enter into that certain Master Equipment Lease - Purchase Agreement dated June 21, 2017 (the 'Waster I cease') and separate Lease Schedules relating thereto from time to time as provided in the Mastct Lease (collectively, the ' Schedules "), each between Lessee and PNC Fquipntent Finance, LLC, ds lessor Jan C Farnsk 'Mayor Name 1 itle Name Iitle Name I itle Signature IN WITNESS in.141.0F 1 have duly executed this C'ernficate and affixed the seal of Lessee on thisq day of Ju %ram , 2017 i ssi i C.its at Palm Desert fstie. �� `C"� !sl.At (Secretary Clerk) Print Name Rachelle D Klassen Official Talc. City Clerk (other than the person signing the documents) IS I vine t949i 263 7600 Los Angales L213i617913c Orlauo BEST BEST & KRIEGER ATTORNEYS AT LAW (9091069-6594 Post Office Box 1365D Palm Desert, CA 92255-3650 Riversise 74-76C Highway 111 Surto 200, Indian Wells, CA 9221D 19511666-145C Phorie (760) 5613.2611 I Fax (760) 340-6698 I www bbklaw com June 21, 2017 PKC Equipment 1 mane. I I C 995 Dalton Avenue C'mcrnnati. Ohio 4c20 i Sacra-enlo '91b; 325 4000 San Oiego Le19i 525 110C Wwa nu' Cruok 1.025197'-333C wash ng'i.n DG (202) 786-0600 Re Master Fquipment Lease -Purchase Agreement dated lune 21, 2017 and Lease Schedules thereto Ladies and Gentlemen As counsel lei City of Palm Desert ( "Lessee') we have examined the Master Lquiprnent T ease -Purchase Agrcement duly executed by Lessee and dated June 21, 2017 (the 'Waster lease ') which has been ineorpoiated by reference into Lease Schedule No 206234000 dated June 21, 2017 (the "Ongrnal I ease Schedule") each between Lessee and PKC Fquipment 'mane Ll C, as lessor ("I essor') the Schedule 1-1 attached to the Original Lease Schedule (the 'Ong:nal Payment Schedule') and the proceedings taken by the governing body of I essee to authorize on behalf of Lessee the execution and delnery of the Mastci Lcasc, the Original t ease Schedule the Original Payment Schedule and all additional lease schedules and related payment schedules to be entered into pursuant to the Master Lease (each of which is herein referred to as an "diddle:a l Iease Schedule') and to be executed and delneied by the same authonucd officers on behalf of Lessee in substantially the same manner and in substantially the same form as the Original Lease Schedule I he Original l ease Schedule, which incorporates by reference the terms and umdilions of the Master Lease, and the related Original Payment Schedule arc herein collectively re fen ed to as the 'Lease ' Any Additional I Case Schedule which mom poratcs by idcience the terms and conditions of the Master Lease, and the related payment schedule arc herein collectively referred to as an '4dchi:or:ali ease ' In our examination we have assumed, without independent investigation the authenticity of all documents submitted to us as originals, of all docutncnts submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents In addition we have assumed the authority of and duc execution by each of the parties to Ole documents other than the Lessee As used in this opinion, the phrase current a -Wed knuwlLdgl" means knowledge as we have obtained from (t) the incumbency and signature certificate of the T essee, (n) the representation and warranties contained in each dosing ceitilicatc of the i.essee. and (in) 099511 0n0' 0?99 i3;02 3 its BEST BEST & KRIEGERt 3 ATTORNEYS AT LACS' PM' Fquipment Finance LT C Tnnc 21. 20l7 Page 2 knowledge ol !acts or other information currently known to lawyers currently in our linn who hate performed legal sere ices for the Lcsscc Capitalized terms used herein but not defined have the meaning given them m the Lease Relying on such exanunation and pertinent law and subject to the limitations and qualifications heremalter set forth we arc of the opinion that 1 T essee is duly organized and legally existing as a political subdivision municipal corporation or similar public entity under the Constitution and laws ol the State of California with frill power and authonty to enter into. and pei form its obligations undei the I Las: and each Additional T ease 2 I he I ease and eat) Additional T ease hate each been duly authorized and have been or. with respect to each Additional Lease will be. duly executed and deli erect by T essee Assuming due authorization execution and dein cry thereof by Lessor, the Lease constitutes, and each Additional [ east will constitute, the legal, valid and binding obligation of 1 essee, enloiceable against Lessee in accoidame with their respec.tire terms. except to the extent linuted by State and federal law alfeeting creditor's remedies and by bankruptcy reorganization moratorium or other laws of genet al application relating to or afflicting the enlorccmcnt ol cicdriors' rights Lessee has complied with any applicable property acquisition laws and public bidding requirements in connection with the I ease each Additional T ease and the transactions eontemp]aled thereby 4 co our current actual knowledge, there is no litigation or proceeding is pending or threatened belore any court, admunstrati,c agency or governmental body that challenges the organization or existence of Lessee, the authority ol its olliccis the proper authorization approval and execution ol the Lease, any Additional Lease or any documents relating thereto the appropriation of monies to make payments under the Lease o1 any Additional ! ease, or the ability of Lessee otherwise to perform its obligations under the Lease or any Additional Lease and the transactions contemplated thereby 5 I he resolution adopted by Lessee's go' erning body authorizing the execution and deliver) of the Master Lease. the Original I east Schedule the Additional Lease Schedules and certain othei mallets was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings C9969 etkO9.29975.,92 3 IElk BEST BEST & KRIEGER AZ1ORLEYS AT L,tw Px1C I qumpntent Finance 1 T C June 21.2017 Page 6 lo our current actual knowledge, the entering into anti perlo,rnance of the T ease and each Additional lease does not and will not yiclate any Judgment order, law of regulation applicable to T essee or result in any breach c!, or constitute a default under or result in the creation of any lien, charge, security interest of other encumbrance upon any assets of Lessee of on the Lquipmcnt (as such term is defined m the Taster Lease) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which 1 essee is a party or by whu.h it or its assets may be bound 7 The correct legal name of Lessee foi purposes of the Uniform Coininercial Code in effect in the State of California is City of Palm Desert Oui opinion is further qualified by the following (a) We express no opinion with respect to the laws of any slate or Jurisdiction other than California and the United States regarding the enforceability of any transaction mentioned herein or the interpretation, authorwation. execution, validity, enforceability or effect of any of the documents mentioned herein provided further that we express no opinion with respect to California of federal tax and sccurines law (b) As counsel to the Lessee in this matter we have not rendered financial advice to the T essee and do not represent by this opinion, or otherwise that we reiicwed or made any assessment about, not do we express any opinion about the ability of the T essee to repay the T ease and any additional I ease. and acundingly, we offer no opinion whatsoetel regarding such financial feasibility or ability to repay the lease and any Additional T ease (c) We express no opinion as to the validity and enforceability of any indemnity or liquidated damages proviswns C9'41O 0009u+299-5392 3 cult BEST BEST & KRIEGER F NC: I quipntcnt Finance I I C June?l, 2017 Page 4 This letter is furnished by us as counsel to the Lessee Other than the Lessee, no attorney -client relationship has existed or exists between our firm and you in connection with the Lease, any Additional Lease or an} documents relating thereto or by virtue of thcs letter Om cneagcmcnt with respect to the I. case, an> Additional I east or any documents relating thereto has teL as of the date Tiered, and we disclann any obligation to update this letter This letter is delivered to you. is solely foi }our benefit and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person This letter is not intended to, and may not, be relied upon by owners of the Lease, any Additional Lease or any documents relating thereto I his lcttct will be included in the transcript of proceedings for this bond issue Respeulully submitted. ]3cst Best & Krieger LLP [c bellI Iargrea.es, dy Attorney, Desert) 0946I• 911O0I1 299'4.1l CONTRACT NO C36220 E24 FORM OF AUTHORIZING RFSOI ❑TTONIEXTRACT OF MINUTES At a duly called meeting of the governing body of City ot Palm Desert held in accordance with ail applicable legal requirements, including open meeting laws, on the _ day of _ 20 __ , the following resolution +dab introduced and adopted A resolution of the Governing Body of city of Palm Desert authorizing the execution and delivery of a Master E qulpment Lease -Purchase Agreement with P \ C I'Q(1JPIvfl N I I-INANC h El ( as lessor and separate Lease Schedules thereto for the acquisition, purchase, financing and leasing of certain equipment within the terms herein provided. authonrmg the execution and delivery of other documents required in connection therewith. and authorizing all other actions necessary to the consummation of the transactions contemplated by llus Resolution WHEREAS, City of Palm Desert (the 'Lowe '). a body politic and corporatc duly organized and catsting as a political subdivision. municipal corporation or snnilai public entity of the State of California is author uzed by the laves of the State of California to purchase acclaim and lcasc ecriain equipment and other property for thc benefit of the cssec and its inhabitants and to enter into contracts with respect thereto and WHEREAS, the governing body of the 1 esscc (the hoard ') has determined that a true and very real need exists for the acquisition purchase and financing of certain property consisting of I urf Equipment (collectively, the 'Equipnscnt ") on the terms herein pray dui, and WHFREAS in order to acquire such Equipment the Lessee proposes to enter into that certain Master Equipment Lease -Purchase igrccme.nt (rho "ticcalc•r leccic•') nab P\C Equipment finance, T I C, as lessor (the `Lessor ). substantially in the proposed form presented to the Board at this meeting and separate I ease Schedules thereto substantially 111 the form attached to the Master Lease, and %%CIL R1 AS the Board deems it for the benefit of the Lessee and the efficient and effective administration lhcrcol to cnto( into the Master Lease and the separate 1 ease Schedules relating thereto trom time to tune as provided m the itlaster I ease for the purchase acquisition financing and leasing of the Equipment to he therein more specltically described on the terms and conditions provided therein and helm, Now, THLRrroRr 131 11 Am) 11 Is IIt I(IY RI SO1 sic I) Ili 1111 (3u\ FIt\IPCi BOON OE III: LESStt. AS FOLLOWS Secnr n 1 it is hereby found and determined that the terms of the Master Lease (including tht. form of Lease Schedalc and Payment Schedule attached thereto). m the Corm presented to this meeting are in the best interests of the I essec tor the acquisition purchase, financing and leasing of the Equipment Section 2 The form, terms and provm,ions of the Master Lease (including the form of Lease Schedule dnd Payment Schedule attached thereto) are hereby approyod m the forms presented at this meeting. with such insertions omissions and changes as shall be approsed by the city cou:ncil[nisert title of officials] of the Lessee (the Authorized Officers") executing the Same the execution of such documents being tortclustbc evidence al such approval the Authorized Officers of the Lessee are each hereby authorl7ed and directed to sign and delver the 21 CONTRACT NO C36220 Master Lease each I cast Schedule thereto, each Payment Schedule relating thereto and any related exhibits attached thereto if and when required provided, buiieier that, ssithom further authorization from the go\ernmg body et the Lessee_ (a) the aggregate principal component ot Rent Payments under all Leases entered into pursuant to the Master case shall not exceed $1 403 321 48, (b) the maximum teen under any 1 case entered into pursuant to the Master Lease shall not exceed 60 months, and (e) the marmnun interest rate used to determine the interest component of Rent Payments under each Lease shall not exceed the lesser of the maximum rate permitted by law or [ten peieent (lO%)1 per annum The Authoriicd Officers may sign and delver I eases to the Lessor on behalf of the Lessee pursuant to the Masten Lease on such terms and conditions as they shall determine are in the hest interests of the Lessee up to the maximum aggregate principal component, maximum term and maximum interest rate provided above The Ion -going authorization shall remain in effect tor a period of two years from the date hereof during which the Author ved Officers are aulltonzed to sign and debtei Leases pursuant to the Master Lease on the terms and conditions herein provided and to be pmvidcd in each such Lease Sucl on 3 The Aulhonzed Officers and other officers and employees of the Lessee shall take all action necessary of reasonably required to carry out give effect to and consummate the transactions contemplated by the Master Lease and each Lease Schedule (including, but not limited to the execution and delivery of the certificates contemplated therein, including appropriate arbitrage certifications) and to take all action necessary m conformity therewith, including without limitation, the execution and delivery of any closing and other documents required to he delivered in connection with the Master Lease and each I case Schedule Sec Ison 4 If any section, paragraph. clause or provision of this Resolution shall tor any reason be held to be invalid or unenforceable, Ihi invalidity or unenfoiceabnlity ot such section, paragraph. clause or provision shall not affect any of the iemainmg provisions of this Resolution Section 5 Effective Dale This Resolution shall be effective immediately upon its approval and adoption ADO!' 11 13 ANI) APPRO%ED by the Board of the Lessee this 20 The undersigned farther certifies that the above Resolution has not been repealed or amended and remains in tull force and effect and further certifies that the Master Lease (including the form of Lease Schedule and Payment Schedule attached thereto) are the same as presented at said mecttng of the governing body of Lessee. excepting only such changes insertions and omissions as shall hate been approved by the officers who executed the same Dale. [Stu ] 20 (Secretary/{ lurk) SEE ATTACHED CERTIFIED CITY COUNCIL ACTION OF JULY 13, 2017 22 CERTIFIED CITY COUNCIL ACTION 07/13/2017 REQUEST SUBMITTED BY APPLICANT DATE CONTENTS Recommendation Contract No C36220 CITY OF PALM DESERT STAFF REPORT APPROVE A MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT (CONTRACT NO C36220) BETWEEN THE DESERT WILLOW GOLF RESORT AND PNC EQUIPMENT FINANCE, LLC FOR TURF STAR, INC , GOLF COURSE MAINTENANCE EQUIPMENT IN THE AMOUNT OF $1,508,484 00 (S301,696 80 PER YEAR) FOR A TERM OF 60 MONTHS Mark Greenwood, P E , Director of Public Works Turf Star Inc 79-253 Country co Club Drive Bermuda Dunes, CA 92203 = July 13, 2017 National Intergovernmental Purchasing Alliance Inform r�v Master Equipment Lease -Purchase Agreement List of Turf Star, Inc. Equipment List of Trade -In Equipment By Minute Motion 1 Approve a Master Equipment Lease -Purchase Agreement tract N o C36220) between the Desert Willow Golf Resort (Desert Willow) and PNC Equipment Finance, LLC (PNC) for Turf Star, Inc , golf course maintenance equipment in the amount of $1,508,484 00 ($301,696 80 per year) for a term of CO months (Includes tax and interest), 2 Authorize the Mayor to sign the Master Equipment Lease -Purchase Agreement, and 3 Declare the list of Trade -In Equipment as surplus and apply the trade-in value of $108,261 00 to the cost of the new equipment Funds are available in Account No 5204195-4809100, Golf Course Expenses Strategic Plan Objective Omot "00 -cco oori rim in* vn po on zmi O co Zm> OLm zvv' Procuring maintenance equipment does not specifically contribute to the goals of the Strategic Plan However, on -going maintenance of the Desert Willow golf courses sustains one of the City's premier recreational facilities By preserving and enhancing this facility, the CERTIFIED CITY COUNCIL ACTION 07/13/2017 Staff Report Golf Course Maintenance Equipment for the Desert Willow (Contract No C36220) Page 2 of 3 July 13, 2017 City furthers its goals of continuing the high quality of life that our residents and visitors expect, and providing recreational and exercise opportunities pervasive in all public spaces Executive Summary The new lease agreement will provide golf course maintenance equipment for a term of 60 months The current equipment has provided superior work and warranty performance The parameters of the lease are as follows IEauioment Cost 'Trade in Value !Tax (7 75%) !Amount Financed Term Monthly Payment (months) I $ 25,14140 60 'Amount Financed 'Interest Cost 'Total Annual Paymen s Background $ 1411575 601 $ 1108,26100)1 $ 101,006 08 1 $ 1,404,321481 Total Cost S 1508 484 00 1 5 1404 32148 1 $ 104,162 52 1 $ 301,696 80 1 The previous four-year lease agreement for golf course maintenance equipr lent at tesert Willow has expired In accordance with the terms of that lease agreement, at ;he end u the term Desert Willow purchased the existing equipment for $1, and is now using the trade-in value as part of the negotiation for the new equipment Desert Willow is a nationally recognized golf destination that accommodates more than 80,000 rounds of golf per fiscal year, bringing in more than $6,000,000 in gross green fee revenues for both courses The purpose of the lease agreement is to provide Desert Willow with equipment to maintain the approximately 215 acres of grounds The high volume of golf rounds requires constant maintenance and course repair If the greens and fairways are not properly cared for, play will be adversely affected The City would like to enter into a lease agreement with PNC for the Turf Star, Inc , equipment through the National Intergovernmental Purchasing Alliance (National IPA) program National IPA is a cooperative purchasing organization, established through a collaborative effort of public agencies across the United States with the specific purpose of reducing procurement costs by leveraging group volume The program is similar to the California Multiple Award Schedule (CMAS), which is a state program allowing public agencies to procure goods or services at prices that have been assessed to be fair, reasonable, and competitive Public Contract Code Sections 10290 et seq and 12101 5 include approval for local government agencies to use CMAS CERTIFIED CITY COUNCIL ACTION 07113/2017 Staff Report Golf Course Maintenance Equipment for the Desert Willow (Contract No C36220) Page 3of3 July 13, 2017 National IPA aggregates purchasing volume of participating agencies in order to receive larger volume discounts from suppliers Master agreements are publicly solicited and awarded through a request for proposals process, and held by a principal procurement agency National IPA serves as a government cooperative purchasing organization for agencies nationwide Under the provisions set forth in the City of Palm Desert Municipal Code, section 3 30 260 Other governmental agencies, the City is allowed to participate in the National IPA program The City of Palm Desert would utilize the competitively solicited and ultimate award by the City of Mesa, Arizona, the principal procurement agency, for the purposes of entering into the lease agreement Turf Star, Inc , provided three financing bids and Kemper Sports, in consultation with the City's Finance Department, has chosen PNC based on the lowest cost, straight 60-month bid Staff recommends approval of the lease agreement between Desert Willow and PNC for the lease of golf course maintenance equipment for a term of 60 months Desert Willow and Finance Department staffs have thoroughly reviewed the proposed terms of the lease agreement The terms are reasonable, and the proposed costs are in accordance with the previous agreement and current market conditions The Finance Department and the City Attorney have determined that the National IPA program meets the provisions set forth in the City of Palm Desert Municipal Code and Purchasing Policy Fiscal Analysis The total net principal cost for the equipment is $1,404,321 48, which will be financed through a municipal lease at a monthly lease payment of $25,141 40, or $301,696 80 per year This results in an overall/inclusive cost for the equipment for the 60-month lease term of $1,513,220 40 ISep Mark G¢e nwoo Director o Public Works co�irec'Eor of "iF Hance Approval LaAfyaian, City Manager /bl CITY COVNCIL1SF.TI' N APPROVED ✓ DENTED nECEIVED OTHER MEETIN�CD E,..i:.r1, Alit ,. .� AYES NOESt (iYj¢ ' 'SENT: ,Jl1t`1 AbSTAIN: VERIFIED BY: Original sagileoffigb,katglifHIS CERTIFICATE 1$ ATTACHED. IS CERf1F1E0 TO BE A FULL, TRUE AND CORRECT COPY OF THE ORIGINAL ON FILE AND ON RECORD IN Hate& KLASSEN, City Clerk ert, Cat tl °mia 3 August 10, 20l7 Lease Scrviwng • Set Up Processing PNC Equipment Finance, 1 1 C. 995 Dalton Avenue Cincinnati, OH 45203 M^eriber'Name Additional Protectca natty Activity Coverage Period CONTRACT NO. C3622O City or Palm Desert nut: Equipment Finance, LLC Master Equipment Lease -Purchase Agreement ("Masts. Lease') Tina. IJ01 AMon8 1 2017to 1l 59PMon6t1(r79ia This I vcacnce of Coverage is tssuea on an anneal oasis and Mil oc automatically reissued every June until expiration of the written Lorsa'aCc The C r v of Palm Desert (Member) alongv.nli ottiei California pucicc agencies is nembe• of Inc California Join, Powers insurance. Aathcnty (Califomia JPIA), and partu.'pacw in the fnliow•rg self-insurance and commercial insurance program tin,'s adi•unlearn.; by the California JPIA for its members Primary L'abih'y Program, InclnarngAutomobile Liability Coverage Unlit Si 000,000 per occurrence Annual Aggregate Limit S1,000,066 Ur behalf of the Member, the Caafoini3 )PIA agrees to Include the above -named audition] Procet ed Party as a Protected Party unnei The Memorandum of CLvera, e - Pnaaiy Lability Program subiecl iu the aho+e-stated limits but only fin Occaerences" «ruing our of the d'sr,tSed activity drying (he desenL'cd Coverage Peeled and where requires under the terms ofa written agreement between the Member and the addit.onal Protected Party The Galitanua JPIA w'lh cndcav,it' to provide ar least tl,irry Ct(1) drys rraL.e of any eiange in the foreguirg InroT o.ron It the written agreernent requires, cmerage shad be primal". Coverage is subject to all the terms Definitions, Eeclusto,is, Conditions and Responsibilities of the Memorene4im of Coverage- Primary T aabnhty Program and the Limits of Coverage sPued above Any cajun, or damage caused 'y the salt neq'igcnce of the add.tinral Pru'ectcd Party name') above it. tint covered Sincerely, Jim lhyden Insurance Programs Manager CC Beth ioggman, Lily of Palm Desert, blcrgrtan .cityofpalmde;ert org C.ALIFC .CN'.. )0.-4T T_R_ !•. R.. r. .-r +`_ 1t 14"'t • CONTRACT NO. C36220 ISSeE DATE I,W']CYY" GE THIS EVIDENCEIS ISSUEAASJtaIATiE1L OFIHFORIMTKJN NLY ANOW ZR10HTSUPON THE AODRIONAL INTEREST THIS EVOENCE7 DOES NOT AFFIRMATNELYOR NEGATIVELY AMEND, EXTEND OR ALTER TICE COVERAGE AFFORDED BELOW THIS EVIDENCE DF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTH0RI2Eb REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST COVERAOEAFFOROED CALIFORNIA JOINT POWERS INSURANCE AUTHORITY C/O Alliant Insurance Services, Inc California JPIA - Memorandum of Coverage P O Box 6450 Excess Carriers - Schedule on File with California JPIA Newport Beach, CA 92658-6450 Ph (949) 756-0271 / Fax (949) 756-2713 License #0C36861 MEMdEN LOAN NUMMFJI MEMORANDUM NUIMER CITY OF PALM DESERT 6128410009W17 73-510 FRED WARING DRIVE FFfECTYEDATE EXARJ1TION aft LOST , vr,T PALM DESERT CA 92260 07/0112017 07101 f2018 Tif r4 1ECKFh 0 TRIG REPLACES PRIOR EVIDENCE GATED PROPERTY INFORMATION W UIIRIN f UAaLPOP 11QN 45 RESPECTS LEASE SCHEOJLE NO 2002a4000 FOR MAINTENANCE EQUIPMENT LOCn-ED AT 38995 DESERT WILLOW DRIVZ PALM DESERT CA 91dba RIVERSIDE COUNTY TOTAL VAI KO A-S1 404 321 48 THE LEASE A .RFFMCN-COMMENCES ON CCTOBER 1 2D17 AND LASTS FOR 'IVE YEARS 'HIS IS TO DER IRV THAT THE MEMORANDUM OF COVERAG_ LIaTED A]OVE HAS BEEN ISSUED TO TEE MEMBER NAMED ABOVE FOR THE PE lOL` INDICATED NONATHS-ANOING ANY R£QUIZEMENT TERM OR CONDITION 01- ANY CONTRACT OR OTHER DOCUMENr WITH RESPECT TO WH CH TEIS EVIDENCE MAY BE SSLED OR MAY PERTAIN THE COVERAGE MFFORDEO BY THE MEMORANDUM OESCR BED HEREIN IS 9JSJE\ T TO Al, TIIE TERMS EXCLUSIONS AND CONDITIONS OF SUCH MEMORANDUM -IMITS SHOWN MAY HAVE BEEN REDUCED 3Y PAIR CLAMS COVERAGE INFORMATION COVERAGE, PERILS, FORMS All Risk of Direct Physical Loss or Damage Including Flood - Limits Per Occurrence - Replacement Cost Subject to Memorandum Exdusrons (Earthquake & Flood per schedule on filcvath Company*) Sub -Limits apply as follows tbut nol IlmdPd tot $10 000,000 Flood Coverage- AJI locations not separately insured for Ea/Flood - Annual Aggregate Limit 550 000 000 Course of Construction Final Contract Value Real Properly 525 000,000 Nev4y Acquired Properly (reported vathrn 60 days) unnamed locations S 250 000 NPvAy Acquired Fine Arts 5 500 000 Animals S 10 000 Limited Mold - $100,000 LInMLd Mold Aggregate Lima A lahgvake A Flood Covered Only If Indicated on Property Schedule on Ole vdth the Company end with the REMARKS f(ncludlna SDeclel Conditions) • Deductibles Earthquake, /Purchased, SSG of Total Insurable Values Per Unit, Per Occurrence, Subject to $100,000 Minimum Per Occurrence Flood - $250,000 Rood Zones A & V per Member per Occurrence, MI Other Frond Zones $100,000 per Member per Occurrence Vehicles & Telephone Equipment in Vehicles, If Purchased, Comprehensive and Collision - $2,500 Per Occurrence Emergency Vehcles N Purchased, Comprehensive end Collision - $ID,000 Per Occunence All Other Penis - $10,000 Per Occurrence CANCELLATION SHOULD THE ABOVE DESCRIBED MEMORANDUM $ EXCESS CARRIER(S) BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, ADDITCJI 11 I kI. BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUM COVERAGE PROVISIONS ST NAME AND ADDRESS PNC EQUIPMENT FINANCE, LLC 995 DALTON AVENUE CINCINNATI, OHIO 45203 C MORTGAGEE GLOSS PAYEE LOAN AMOUNTOF INSURANCE DEDUCTIBLE S500,000,000 ♦ _I f.: HD^R'D k•FxbFN 1 �t ^A •!I t. 171 ADD'-IOMI INSURED OTIIER • CONTRACT NO. C36220 LENDER S L OSS P %Y AM E E \I)f.112yEM ENT 1 Loss ar damapc it ally under thl; ppll;l $hah be ;Kalil to Ili.. Yayu. name; no the tat page o1 thus 'Mica Its successor. an;- amieas hecekwlter referred h+ is 'Ulu I ender n1 vArdever Loral u• capoudy its mlwtNb may appeal nil: whrtbcl Sit d udcresl lx ves.cd w said )ru¢or w Tic indoodna101 in Ib disclosed or _ndlr-los.d t,duclnn or n.l,restntallvet.apauly or olhennsc or vested in a nominee 01 hosier ufa.nd Lender 2 ITn msiwnnec tr>,Ie. 11)15 pulnl or an. vdcr 01 cnJn•;cmcnt ntllchKA Ihcww as to the interest only of the I ender r$ SWCW0501S a •d aril .i..hull nm FC lnvnl'datcd on, <u$prmlcd (at h, fly tiro- omission, n• chat,^,, rcipu1unt die uwncrsh,p Jcserlpl A" pnsscssion nr I00011 0' die int`Jeet c`I 1.; intd-Wilce f•1 dtc 1nILrc ( diehir 01 Isle thereto IhI 1>, 10C CbrclnACCmelll Of tnistinslnr )1uccetli gs w• ih,. LAMS At n0rcc nt sot O1 ails Of II1C JWOCI Y C'f»Lod L.' th S l °kn. to ,i nil` 01 An. u1oila ,c or lncl deed (el h% any blunt h ul 4N,Hm> ail omission, melLet 0r nn•> coup mina.. lli nil wI the 210s1c,r.A 011hw 1 0110, mrh,',Ott a1, alit„ill mice. not, or hercatle• avnchcd 11000 Lis II1L mooed Hu Had the borrower, monVVr In•S(0. rt1111tc 0v,ler Len In' 'viol(>usenNn cows) an uueopa d .0 Lw ih . agcns ar either O1 An\ ei them in b, the bipnning M Iv, e',cnl Ni na,a1 bs them u el ort of shuns, or :Zit .;:,tilts At which • •cs ldtlyd.o prevent, whccrCr oct,umnt heron' 01 alto the at4dhlncnt of Ih s c-dl,rm,reant, ar robe cr berore 01 MCI J loss v.hlrh under Ih- prov$mM Al this poll,) of m>wanLe or of am. vdcr or %Mos.:einem >rat Ile,l Ihclew would a validate or cusp_nd the insvrv,ee Is to the named insured cxuluding hersti n> L'0>.wer An) aces ter unlvlon. of Mc 1 cndcl while cue -Cis ng mine 1,t1 Ilol and minl0xnt:nl M the piOpcin In Ax event At ' MA T al ihr ouwed to pa,. any prLmlunl n• addK oiw 1 pion out wink!' shall be or becorm du.. unc-r the trims nt 11) 5 h.> of on ald0Un1 of aM chance 11 :in npnn. \ Or IIIUc a It' hill in' not I1Lfill .cd % this pnh,> 1111.A (.0'li aws 'glees to give w- LLM notice 50 rise 1-11,1(1 01 $11.II ion -payment of premium Lttcl ,1'(n Lbfl tbvs Isom and wain' one hu',Ired and IS' nr> (I :ell Intl ?IL; Jl,L,iwl• CI such pnmlunl Ind if $ n oonddluu oI •'c wnlinua' x of the • phi; el di, 1 end, n 1 wide' 11ul II1c LCnJ.- whin cn -moil:: 11 w'ir n{ hl des CJ11wati. dint lad urb .II Iht. llhnl.w .0 lwv $ .eh gtuo H 11 sha pip or etwx b+ I t pa d the nrennulr Act satin' Ic f d Iwi receipt of E'. < n npnl. s demand 1) wriline J, T7 nr It the ( Cn.:.1 t^>ll :;L Ina n• p is Sba, prerilLUl1 Jr aCJtl onal peen' H' It.r n>hls < the 2 enCrr once the I code• s r oss Payable CnJ,nsancn• chat not he terminated hetea, ten L I p) days .L cc lea -trim Sa d "i into nonce hi, 11ie I crier' 1 W •Ice. v,.r this Company shrill pa. to the 1.4tdtr pro. Slat. for Ines or damage ur .ti this ,w ry Lnd .hull claim that Is to it, maw,. Hu habiJll. lc,utor LSlsts the. ( Ompsin at IIS 0p11u r1WS pay to the Lender cue whole prnapal iUm a11.. Lnte'rst and otherdebt-dX;s JU( of to beLwnc doe from ihu insured wFc•her teeorrJ or it $rowed (mdnefund of au merest on' aecn. r} sod this (.n "puny Lo the Cn(CH of such pavnxnl .hall Ihe..npon reecwt a lull assrg»mem Jno :oat-, a'nhn t I.enm'o. at Ili.. .1Lb , id all 110In> and Sedunots kJ._ as ,ol'atelal dx rho 5 I, there (e s^> 0111n1 m$ nark a upon 11ro with' dr.. re. hu'J ;ropun this ( nrorol ill i1 W 1 it undel Llm nu Icy a> In th. 1 . ndel tii dtr pis vaunt of Snell lass Of damage that ells $ Ills build) mailed wan, to ih.:more al<nwlce ni $i^lIIa ^ha lcukr vr, said proper:. Imect Mh;Ie$ hells bS pa, aide to and rcprt'snly consented fO Is M. L+ IC' Am Cwuu `ul ten C la_Sc n1.11'dtd In a s Filler) Building Cldu>e .\ m>,.r 01 ale Exte'xlr^I (,,svo,Age C JubetilcN Jtl whcd to Ilya contract of mcuranee i heir;) 11.11119rd tad sled) am( unu'hu tin (Iros' o a ty other endorsement 0r rider xutaohcd to d 1r enrTI tI Al u.Su1 fin c 1s hcicby nulli,icd L<cLpt C 0110.11101011 Cie, $ro Jot the comph,wec with wtm..h the ,named lac. reccivec. redLLLl0n 111 the NW Chatted Al -_>s-he red C.Lv,>ron of Ihaccutt0 C to include hazards OlhL, Orin Ile end comrlaice wuli S6. h ( candle n" Clarsr Is '''tide J pet L ld _ t vni>IJLmIln11 No 1-;Hint 5 xI: 011ie, how ds I he Lender upnn the pdv new• 10 tt of ihr al ...moan( o it; claun, will inhrettic I1as Cv Iipinl> 1 pre rain with 411 0l1C, ''Simmer enrtribuling. 10 5U d pihmenl) to all 0t th. 1 ender $ r.FIgS 01 c0silnbul vn uudcr Will Whet InsurInL: 6 P is Con pant reserves the neht to :Ina. I this polity al .u. tont an pm>idcd In is icons huh 11 3"..h Lest lt"s po1LCy shall Lurunuc in corer Inr list belief tof .c Lender fir ten (1•>) days atter w-aren nil rn,t I kWh La,Lcllalion ism-emu:1 h> the )A1,>er and $hall Ibcn cease 1 'i> pole. csall remmi w1 toll mrcr and ctl0e( is to Int ,H Cu:I of the L tilde' to' n period a- ern I 1 1\ tI ark 10 expiration ten ea J" a.trlaebll poliL. 111 renewal tlirtul nnh IoS<ihcrcllndc, (AFAllt 'Alin. 1 $11eU an 11,0111anuu 1ith th. terms nt thi 1 c,> le' s Loss )'ty uric L t4orsument S^all have hear ssucd (+> $0n,r wRw,Jwr. unwary, and u;cep cd IA • e 3 c.•\tei Slla Id 1144,1 nth to ,1 I Legalism ownership or arc• 0: the pmile' s on.... , ,''lu this polio bevomu vested n1 the I end.. o, ,> s..2,r,11s e45„4e. ,nder !his peh:y >ha)I cord n,.e T r ihr IOW 111.,.p Iv, ihr r ,er l of the Lunde- hut in < inch even. rn> 011%111.4cs rJartrtt b. In, Lender > loss Pnvohlc E iielam ncol .. h,Oh ,n, uoi alai e-anittt the ins„'. d under -ro terms and ,.0ndelt<IMa Ills policy dolor under Mir ,dL,xOI enloisemen s nl(ntiled thereto sha not al pt.( toil; aa'A^e. IL,eu,det,I> Ics'c. is Such propsMS \d nu ors herein pa+>Idei in Ix give h> 1hd Cc,nyaus L dtc Lender in ,mnn'en0n wiry ihr, flirts "Ad LIna Le .Jet s Lau Payn.hIL Fndoreenlem;hall be mailed to w deltwer:•r: la tht 1 undo et it;°nice n hmmJ, deb. sled we. • e h1s1,1c o' the lxrli0Y Anproso.1 Board of Ire L ndenerltcrs at the Pacific L alt-orll Ranters \S30t Col a mice wr I,s.,,nu'e INFORMA11ON RI QIIFST I FSSEE NAME CAN of Palm Desotl dha T)ewrt Willow (mlt Resort. FEDERAL 1 AX I D ;L.` 952859459 BILLING ADDRESS Jared Burns, Contioller firllmg Contact 3899.5 Desert- W_llos, Drive Street Address or Posi Office Box Palm Desert, CA 92260 City, State and hip /60-346-0015 Phone Numhei PHYSICAL ADDRESS (117 DIFFERENT) Same as above Sln of Address or 1'ost Office Box City, State and bp Require Boad Appmyal for Paymcnts9 Board Meeting Date' Require signed touchers for payments? Yes Ycs 760-346-7444 Fax Number x 10 to We typically mail our irnoiees 30 days in ackanee 1 akmg into account a 7-day read period, do you foresee any problem Ihat y otdd prcyenl the payment from being received on or before the due date'? Yes x No Please list any spcual instructions below qz S TAR Desert Willow Attn, Mike 'Felker 4 07043 4 C371 4 04540 4 C358 3 04540 3 C358 4 08706 4 C325 4 03674 4 C363 Workman GTX Electric Taro Protection Plus Comprehensive - 36/3600 Greenmaster TriFlex Hybrid 3420 (Diesel) Tees Toro Protection Plus Comprehensive - 36/2700 Greenmaster TriFlex Hybrid 3420 (Diesel) Greens Toro Protection Plus Comprehensive - 36/2700 Extra 2 sets of reels for TrIFiex Hybrid 3420 (Diesel) Tees Thatching reels for Hybrid 3420 Extra set of reels for TriFlex Hybrid 3420 (Diesel) Greens Sand Pro 2040Z Toro Protection Plus Comprehensive - S6/7700 Reelmaster 5010-H - 24.8 hp Tier 4-compliant Diesel /45 v battery pack- Fairway Toro Protection Plus Comprehensive - 36/3600 Extra set of reels for 5010-H - 24 8 hp Tier 4-compliant Diesel /48 v battery pack 4 44552 Pro Force Debris Slower Toro Protection Plus Comprehensive 4 C324 36/3600 1 41188 Multi Pro 1750 Sprayer Toro Protection Plus Comprehensive 1 C333 36/2700 Revised 6/20/2017 $11,171 56 $44,68624 Included $40,249 54 Included $37,968 81 Included N/C Included $160,998 1G Included $113,906 43 I ncluded N/C $8,240 50 $8,240 50 N/C N/C $231 00 $58,508 29 Included N/C N/C $924 00 $234,033 16 included N/C N/C N/C N/C $193 50 $774 00 $31,563 25 $31,563 25 Included Included 3 07395 3 C331 1 44954 1 C329 4 03171 4 C359 4 03760 4 C368 10 101837502 20 07235 20 C325 2 900202 Workman HDX-D (Kubota) Toro Protection Plus Comprehensive - 36/2700 MH-400 Wireless Topdresser Toro Protection Plus Comprehensive - 36/1800 Reelmaster 3100-D Sidewinder - 21 5 hp diesel Toro Protection Plus Comprehensive - 36/2700 Reelmastar 7000-D - SS hp Tier 4- Compliant Diesel To' o Protection Plus Comprehensive - 36/3600 Aluminum Locking toot box Workman MDX Toro Protection Plus Compreher sive - 36/2700 Harper VC60 Vertl-Cutter-PTO Toro Protection Pus s extended warranty FINANCING 60 Month Munl Lose ( Customer owns at end) Deliver Oct 1st First payment Oct lst for 60 payments 60 months total-$25,141 40/month, tax included Fcnance rates good for 60 days 'TOTALS Equipment Total Toro Protection Plus Trade Ins Estimated Sales/Use Tax Total $22,271 38 Included $29,473 76 Included $35,669 67 Included $62,289 72 included $349 00 $11,254 42 Included $9,873 00 $66,814 14 Included $29,473 76 Included $142,678 68 Included $329,158 88 Included $3,490 00 $225,088 40 Included $19,746 00 $1,411,575 60 $1,411,575 60 Included <$1o8,26100> $101,006 88 $1.404.321.48 Desert Willow Trade ins 3/1/201! $108,261 27ea Toro MDX vehicle 2ea Toro MDE vehicle lea Toro HDX w/200 sprayer 3ea Toro HDX-D vehicle Sea Toro 3040 SP bunker rake Sea Toro GR 3150 triplex greens mower 4ea Toro 3100-D trim mower 3ea Toro 5610-D fairway mower 4ea Toro 7000-D rough mower 4ea Toro Pro Force blower lea JD 3235C fairway mower 2ea Toro GM1000 walking greens mower lea Smithco sweeper lea SDI Tank lea Turfed CR 10 topdresser 2ea Thatchmaster verticutters Foim8038-G ISe Septembur 2011i Department of Oro Treasury In,ernal Rowena' Sarnce/ Millteporting Authority 1 Issuers name City of Patin Desert Information Return for Tax -Exempt Governmental Obligations le Under Internal Revenue Code section 149(e) ► See separate Instructions Caution If the issue pace rs under$100,000, use Form 8038-GC If Amended Return, check here ► l 3a Narre or rersoq (olhu than issue') vnth Whom Ur- IRS may cnmmdrneate atm. this return (sae )flair iu"uosl Janet M Moore 4 Number and sbeet inr P 0 box d mail is not delnered to struut address) 73510 Fred Waring Drive 6 Cty town or post o'hw ata'e end 71' rode Palm Desert, CA 92260 8 Naniu ul issue Lease Number 206234000 Room'nURe O 'A No 1545 C720 2 Iss.Ier a employer Nertificalnn nliinoer fEINi 952859459 3b Telephony. number of other person shuwn or 3a (760) 346 0611 est 327 5 nepon number (For IRS (7ae nay) 7 Date Of sstz. 9 CUSIP number 10a Name and title of officer oronier errolny=e of the ssuur whom the IRS ow call for pure informs ion tnee Ir strucbonsi lot Telephone bulllbur of office or other employee frown on 10a IIMILILLype of Issue (enter the issue price). See the instructions and attach schedule 11 Education 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other Descnbe / Turf Equipment 19 If obligations are TANs or RANs check only box 19a If obligations are BANs, check only box 19b 20 If obligations are in the form of a lease or installment sale, check box 12 13 14 15 16 UMW Descripton of Obligations. Complete for the entire issue for when )his form is being {led (a) ru I moLurli) date (b) Issue puce (c) Sta ed redemption (d) Weighted priue al matunty en -raga matunty 21 r 't 1 404 321 46 I S Uses of Procee s of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters discount) 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues 29 Total (add lines 24 through 28) 30 Nonrefundinq proceeds of the issue (subtract line 29 from line 23 and enter a nount here) jam/ 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 5 32 Enter the remaining weighted average maturity of the bonds to be advance refunded 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) 34 Enter the dat,fs1 the refunded bonds were issued ► IMM'DDM'Yr For Paperwork Reduction Act Notice, see separate instructions vans bat No 637735 or- (e) Yield 295 oh - veers years_ Form 8038-G )Rev 9-20111 Form an?a-D Om 9 20111 Pane 2 Ina Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 36a Enter the amount of grass proceeds invested or to be invested in a guaranteed Investment contract (GIC) (see instructions) b Enter the final maturity date of the GIC ► c Enter the name of the G1G provider► 37 Pooled financings Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 33a If this issue Is a loan made from the proceeds of another tax-exempt issue check box ► fl and enter the following information b Enter the date of the master pool obligation► c Enter the EIN of the issuer of the master pool obligation Is d Enter the name of the issuer of the master pool obligation► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(1II) (small issuer exception) check box 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 41a If the issuer has Identified a hedge, check here ► J and enter the following information b Name of hedge provider► e Type of hedge ► _ d Term of hedge ► 42 If the issuer has supenntegrated the hedge, check box ► ❑ 43 If the issuer has established written procedures to ensure that all nonquallfied bonds of this issue are remediated according to the requirements under the Code and Regulations (see Instructions), check box ► ❑ 44 If the issuer has established wntten procedures to monitor the requirements of section 148, check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures check here ► I I and enterihe amount of reimbursement ► b Enter the date the official intent was adopted ► Signature and Consent Paid Preparer Use Only Is 2 ► fl Urdu penal Ies of perury I darter. that I have exam fled lllb DWVUI and eccompannng ached Jles and statcrxmb and to the best of my knn elydge and bshel they ail t ue correct erd complet. I further declare ;Pat i ..I.usant to the IRS s d.selns.re of the miler s re i.rn Ir lou ahon as necessary to erre is return to th crawl I have aJthon2ed above /k J( L,. (%( _Jan C Hamrk, Mayor S>if/r1/aturn o. Issuer's authorized repeaentatn udtt Tyne or hrtrt namo did Llla u ii 4pe preparer s name P•epamr's Signature 1 Date f nn s name ► Firm s nddreel ► LIlur.k n rf IPDN self•mployed Fi•m'c N ► Pl-nra nr 1-or118038-G (Pay stributor #: 580 or Contact: Ron Moore Claim/Quote #: Q88153 Pricing Program: KemperSports Management NA National Account: KemperSports Management NA Contract: Toro Configured Product Quantity I Model # 5 07413LT 4 04540 6 04653 6 120-9600 6 04255 3 04540 3 04655 3 04255 4 08706 4 03607 5 03643 5 107-2993-03 1 03408 4 03780 4 03171 4 44552 1 41188 1 41394 4 07385 24 07235 2 44913 1 AD-300-F Run Date: 10/11/21 4:39 PM Quote Name: Desert Willow 2022 Package Account Name: Desert Willow Golf Resort Customer #: Price Date: 10/6/21 12:00 AM Product Name Workman GTX Lifted Lithium Greensmaster TriFlex Hybrid 3420 Diesel Extra reels 11 Blade Cutting Unit High HOC Kit Narrow Wiehle Roller (One roller) Greensmaster TriFlex Hybrid 3420 Diesel Extra reels 14 Blade Cutting Unit Narrow Wiehle Roller (One roller) Sand Pro 2040Z Reelmaster 5510-D Extra reels 7-Inch, 11 Blade (RR) Radial Reel Edgeseries Wiehle Roller Scraper (22 Inch) 7 Inch Powered Rear Roller Brush For Cutting Units Without Groomers (Kit Of 5) Reelmaster 7000-D Reelmaster 3100-D Sidewinder Pro Force Debris Blower Multi Pro 1750 Multi Pro 5800-G with ExcelaRate Workman HDX - 2WD Kubota Diesel Workman MDX GreensPro 1260 (Armrest and LED light kits standard) 300 Gallon Python tank & sprayer tow type Total: Trade ins 4 07131 Workman GTX Electric 4 04540 Greensmaster TriFlex Hybrid 3420 Diesel 3 04655 14 Blade Cutting Unit 2 04540 Greensmaster TriFlex Hybrid 3420 Diesel 6 04653 11 Blade Cutting Unit 4 44552 Pro Force Debris Blower 4 08706 Sand Pro 2040Z 4 03674 Reelmaster 5110-H 5 03643 7-Inch, 11 Blade (RR) Radial Reel Edgeseries 1 41188 Multi Pro 1750 4 03780 Reelmaster 7000-D 4 03171 Reelmaster 3100-D Sidewinder 3 07385 Workman HDX - 2WD Kubota Diesel 20 07235 Workman MDX 2 Tru Turf Rollers 1 AD-300-F: 300 Gallon Python tank & sprayer tow type 1 Planet Air 10 101837502 Locking Tool Box 7 Toro Flex mowers w/ trailers 3 Club Car 1 Workman MDX 1 Harper Vac Award Price I $79,642.50 $203,916.91 $14, 922.78 $771.41 $1, 729.56 $135,731.65 $7,966.20 $864.78 $53,210.87 $283,735.85 $16, 070.85 $156.00 $3,119.03 $380,512.47 $172,151.52 $38,370.16 $37,886.51 $56,615.17 $111, 032.56 $311,061.62 $28,883.68 $10, 885.64 $1,949,237.72 1 Greens Spiker 2 Sets of 3 GM 3150 Cutting reels 1 Greens Spiker 1 Agr-Metal Roller Assembly $127, 764.00 60 month Municiple Lease @ $35,525.44/month Tax Inc. Payment up front Tax 7.75% $151,065.92 Total $1,972,539.64 stributor #: 580 or Contact: Ron Moore Claim/Quote #: Q88153 Pricing Program: OMNIA - City of Mesa National Account: KemperSports Management NA Contract: Toro Configured Product Quantity I Model # 5 07413LT 4 04540 6 04653 6 120-9600 6 04255 3 04540 3 04655 3 04255 4 08706 4 03607 5 03643 5 107-2993-03 1 03408 4 03780 4 03171 4 44552 1 41188 1 41394 4 07385 24 07235 2 44913 1 AD-300-F Run Date: 10/11/21 4:39 PM Quote Name: Desert Willow 2022 Package Account Name: Desert Willow Golf Resort Customer #: Price Date: 10/6/21 12:00 AM Revised 10/19/2021 Product Name Workman GTX Lifted Lithium Greensmaster TriFlex Hybrid 3420 Diesel Extra reels 11 Blade Cutting Unit High HOC Kit Narrow Wiehle Roller (One roller) Greensmaster TriFlex Hybrid 3420 Diesel Extra reels 14 Blade Cutting Unit Narrow Wiehle Roller (One roller) Sand Pro 2040Z Reelmaster 5510-D Extra reels 7-Inch, 11 Blade (RR) Radial Reel Edgeseries Wiehle Roller Scraper (22 Inch) 7 Inch Powered Rear Roller Brush For Cutting Units Without Groomers (Kit Of 5) Reelmaster 7000-D Reelmaster 3100-D Sidewinder Pro Force Debris Blower Multi Pro 1750 Multi Pro 5800-G with ExcelaRate Workman HDX - 2WD Kubota Diesel Workman MDX GreensPro 1260 (Armrest and LED light kits standard) 300 Gallon Python tank & sprayer tow type Total: Trade ins 4 07131 Workman GTX Electric 4 04540 Greensmaster TriFlex Hybrid 3420 Diesel 3 04655 14 Blade Cutting Unit 2 04540 Greensmaster TriFlex Hybrid 3420 Diesel 6 04653 11 Blade Cutting Unit 4 44552 Pro Force Debris Blower 4 08706 Sand Pro 2040Z 4 03674 Reelmaster 5110-H 5 03643 7-Inch, 11 Blade (RR) Radial Reel Edgeseries 1 41188 Multi Pro 1750 4 03780 Reelmaster 7000-D 4 03171 Reelmaster 3100-D Sidewinder 3 07385 Workman HDX - 2WD Kubota Diesel 20 07235 Workman MDX 2 Tru Turf Rollers 1 AD-300-F: 300 Gallon Python tank & sprayer tow type 1 Planet Air 10 101837502 Locking Tool Box 7 Toro Flex mowers w/ trailers 3 Club Car 1 Workman MDX 1 Harper Vac Award Price I $83,947.50 $223,611.52 $16,394.04 $752.12 $1, 900.08 $149,090.27 $8,751.60 $950.04 $58,437.63 $311,520.27 $17,655.30 $152.10 $3,426.54 $417,031.75 $187,947.40 $40,192.93 $41,529.63 $62,168.11 $117, 034.32 $327,226.10 $30,444.96 $10, 885.64 $2,111,049.85 1 Greens Spiker 2 Sets of 3 GM 3150 Cutting reels 1 Greens Spiker 1 Agr-Metal Roller Assembly $127, 764.00 60 month Municiple Lease @ $38,665.53/month Tax Inc. Payment up front Tax 7.75% $163,606.36 Total $2,146,892.21