Resolution No. 2015-051RESOLUTION NO. 2015-51
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MASTER LEASE PURCHASE AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND OSHKOSH CAPITAL FOR TWO 2016
PIERCE PUC TRIPLE COMBINATION PUMPERS
WHEREAS, the City of Vernon (the "City"), is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, pursuant to applicable law, the City is authorized
to acquire, dispose of and encumber real and personal property,
including, without limitation, rights and interest in property, leases
and easements necessary to the functions or operations of the City;
and
WHEREAS, by memorandum dated August 4, 2015, the Fire Chief
has recommended the approval of a Master Lease Purchase Agreement (the
"Agreement"), for an amount -not -'to exceed $1,321,836.49, with Oshkosh
Capital for two 2016 Pierce PUC Triple Combination Pumpers, to be
supplied from Pierce Manufacturing Inc., a subsidiary company of
Oshkosh Capital, to replace two current engines that were purchased in
1989 and no longer meet the needs of the Fire Department; and
WHEREAS, the City Council of the City of Vernon desires to
approve the Agreement with Oshkosh Capital.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt from California Environmental Quality Act
("CEQA") review, because it is an administrative purchasing activity
that will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a "project" as defined
by CEQA Guidelines section 15378. Furthermore, even if it were a
project, because such activity will not have any effect on the
environment, this action would be exempt from CEQA review pursuant to
CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only
applies to projects that may have an effect on the environment.
SECTION 3: The City Council of the City of Vernon hereby
approves the Master Lease Purchase Agreement with Oshkosh Capital, in
substantially the same form as the copy which is attached hereto as
Exhibit A.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any non -substantive changes to the Agreement attached herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or the Deputy City Clerk, to send a fully
executed Agreement to Oshkosh Capital.
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SECTION 7: The City Clerk, or Deputy City Clerk, of the
City of Vernon shall certify to the passage, approval and adoption of
this resolution, and the City Clerk, or Deputy City Clerk, of the City
of Vernon shall cause this resolution and the City Clerk's, or Deputy
City Clerk's, certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 4th day of August, 2015.
ATTEST:
l � f
Ana Barcia—.�
City---C-re-r�k- / Deputy City Clerk
APPROVED AS TO FORM:
Brian Byun, Dep y City Attorney
Name: W. Michael McCormick
Title: Mayor /_,,..A4ayer—P-re,—TEE`,
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STATE OF CALIFORNIA
) ss
COUNTY OF LOS ANGELES
I, Ana Bards G ty-Cler-1�' / Deputy City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 2015-51, was duly passed, approved and adopted by the
City Council of the City of Vernon at a regular meeting of the City
Council duly held on Tuesday, August 4, 2015, and thereafter was duly
signed by the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this i;= day of August, 2015, at Vernon, California.
(SEAL)
C--ty-Cher-'l Deputy City Clerk
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Master Lease -Purchase Agreement
Between
CITY OF VERNON AND OSHKOSH CAPITAL
DOCUMENT INDEX
❑I Master Lease -Purchase Agreement — Sign and provide title on the last page
® Lease Schedule with Schedule A-1 — Sign and title
® Vehicle Schedule Addendum —Sign and title
® Incumbency Certificate and Resolution— List your authorized signor(s) and title(s); have
secretary or appropriate trustee attest to the information and signature(s) provided by
signing and printing his/her name, title and date. The person who validates the
signatures should not sign the lease documents. The resolution must reflect the
title(s) of the individual(s) who have authorization to sign the documents.
® Opinion of Counsel Letter — Enclosed is a template. Please ask your attorney to prepare
on his/her letterhead, and include all of the items in the template.
® Title - The terms of your contract specify that the Lender be listed as the
lienholder and hold the original title during the term of the lease. In addition, we
will need a copy of the front and back of the MSO listing Oshkosh Capital, 995
Dalton Ave, Cincinnati, OH 45203 as first lien holder.
LJ Insurance Request Form — Fill in your insurer's information and sign. Please contact
your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the
certificate with the signed documentation or have the insurer fax the certificate directly to
me.
lI Three Party Agreement — Sign and title.
❑ Delivery & Acceptance Certificate — At point of delivery, fill out this form and fax it to
me. Please return the original via US Postal Service.
® IRS FORM 8038-G — Sign, date, and title
D Minutes of Governing Body (approving the purchase & finance of equipment) — Please
return a copy with the documents.
® Sales Contract or Purchase Order - please provide a copy of the Sales Contract
enter into with Pierce Manufacturing or a copy of the Purchase Order issued to
Pierce Manufacturing Inc.
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MASTER LEASE - PURCHASE AGREEMENT
Dated as of July 24 2015
This Master Lease -Purchase Agreement together with all addenda, riders and attachments
hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is
made and entered by and between Oshkosh Capital ("Lessor") and the Lessee identified below
("Lessee").
LESSEE: City of Vernon
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule
signed from time to time by Lessee and Lessor.
2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular
and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by
Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as
the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that
each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms
and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule,
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature
whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term")
commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof
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 the Lease.
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the
times as set forth in the Schedule A-1 attached to the Schedule ("Rent Payments'). A portion of each
Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent
Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of
Lessor (or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum
amount allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN
MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL
NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT
FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS
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5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the
location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers') selected by Lessee.
Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in
the Schedule.
5.2 Lessee shall accept Equipment 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 signs and delivers a Schedule and if all Funding Conditions have been satisfied in
full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price') to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions
established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the
following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default
shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the
"Code"), (d) no material adverse change shall have occurred in the financial condition of Lessee or any
Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of
Lessee's counsel; (3) reasonablydetailed invoices for the Equipment; (4) Uniform Commercial Code
(UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duly authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS
Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information
previously identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted
the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the
fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each
fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to
make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases
shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent
Payments or other payments due under a Lease and if other funds are not available for such payments,
then a "Non -Appropriation Event" shall be deemed to have occurred. If a Non -Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non -Appropriation Event and provide
written evidence of such failure by Lessee's governing body, (b) on the Return Date, Lessee shall return
to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return
Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise
available, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the affected
Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under a Lease.
7. NO WARRANTY BY LESSOR. The Equipment is sold "AS IS". LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT
THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR
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DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE
FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE
AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties,
express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)
all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (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 (a) any warranty, representation, guaranty or
agreement made by any manufacturer or Supplier or any representative of said parties shall not be
binding upon Lessor.
8, TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such
Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and
all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to
evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
(UCC) financing statements and any amendments thereto.
8.3 "Secured Obligations' means Lessee's obligations to pay all Rent Payments and all other
amounts due and payable under all present and future Leases and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising) of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be
deemed to be affixed or attached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and
maintain all Equipment in good condition and working order, in accordance with 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 Equipment; and (b) use and operate all Equipment in a careful manner
in the normal course of its operations and only for the purposes for which it was designed in accordance
with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or
other service for any Equipment will be provided by Lessor. Lessee will not make any alterations,
additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent
unless the Improvements may be readily removed without damage to the operation, value or utility of
such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
shall automatically become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
permanent base will not be changed from, the Location without Lessor's prior written consent which will
not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or
elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES
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12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under
its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than
Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon
any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when
due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such
Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present
and future taxes, levies, duties, assessments or other governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property
taxes, and (b) interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall
relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under
any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section
13.
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the
same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair
("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in
the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less
than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or
losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of
any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions, expenses (including attorney's fees), damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks
of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable
to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not
include the payment of any premium for any liability insurance coverage for bodily injury and/or property
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
satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
property of others relating in any way to any Equipment. Proceeds of any such public liability or property
insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof.
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Each insurance policy will require that the insurer give Lessor at least 30 days prior written 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 Lessee. The insurance maintained by Lessee shall be
primary without any right of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as
there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than
all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS -IS, WHERE -IS," without representation or warranty by Lessor, express or implied, except
for a representation that such Equipment is free and clear of any Liens created by Lessor.
16, LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its
Equipment, Lessee hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
binding obligation of Lessee, enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
open meeting, public bidding and property acquisition laws) and all applicable judgments and court
orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not
result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature
which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease;
and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code,
and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the
Code, as the same may be amended from time to time, and such compliance shall include, but not be
limited to, keeping a complete and accurate record of any assignments of any Lease and executing and
filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information
statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease
to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
income taxation purposes under the Code.
(d) If Lessor either (1) receives notice, in any form, from the IRS; or (ii) 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 Lessor may not exclude the interest component of
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any Rent Payment under a Tax -Exempt Lease from federal gross income because Lessee breached a
covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies
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 at[ federal, state and local
taxes imposed on the interest component of all Rent Payments under such Tax -Exempt Lease due
through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will
restore to Lessor the same after-tax yield on the transaction evidenced by such Tax -Exempt Lease
(assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not
been lost. Additionally. Lessee agrees that upon the occurrence of such an event with respect to a
Tax -Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in
such amount as will maintain such after-tax yield to Lessor. Lessor's determination of the amount
necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent
manifest error). Notwithstanding anything in a Tax -Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available
Funds.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise
dispose of, any Lease or any Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or
may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at
any time. Any such assignee or lien holder (an "Assignee") shall have all of the rights of Lessor under the
applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in
writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under
the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. Lessee shall keep a
complete and accurate record of all such assignments in the form necessary to comply with Section
149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in
Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the
Assigned Leases and to exclude the obligations of Lessee under any Non -Assigned Leases; (b) said
Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -Assigned
Leases, and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to
the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an
Assignee pursuant to a written agreement; and "Non -Assigned Leases' means all Leases excluding the
Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or
more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent
Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any
such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe
any of its obligations under Sections 12.1, 14 or 18.1 hereof, (c) Lessee fails to perform or observe any
other covenant, condition or agreement to be performed or observed by it under the Lease and such
failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any
statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee
pursuant thereto or in connection therewith proves at any time to have been false, misleading or
erroneous in any material respect as of the time when made; (a) Lessee applies for or consents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
- 7 -
E05
assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or
similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is
filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, 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 fiscal
year in effect when the default occurs together with interest on such amounts at the highest lawful rate
from the date of Lessor's demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth
in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
upon the premises where any Equipment is located and repossess such Equipment without demand or
notice, without any court order or other process of law and without 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 retain
the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the
applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of
Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-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 limitation, any attorney fees and expenses and any
costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or 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 thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any
termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
expense and risk, immediately de -install, disassemble, pack, crate, insure and return the Equipment to
Lessor (all in accordance with 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 Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is
returned as required above, all terms of the applicable Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
Lessee's interest in such Equipment.
E05
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of the lessee (The
"State" ).
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally
delivered or mailed by certified mail to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been
received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business
day if sent by overnight courier, or on the day of delivery if delivered personally.
24, FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their
completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. To the extent permitted by
law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders,
affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or
connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b)
any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c)
any claims of alleged breach by Lessee of this Master Lease or any related document. "Claims" means
all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions
and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful
attorney -in -fact (with full power of substitution) to prepare any instrument, certificate of title or financing
statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign
Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper
location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or
drafts for loss, theft, damage or destruction to the Equipment under any insurance.
25. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each
advance of proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of
this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been
terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i)
is a Sanctioned Person, (ii) has any of its assets in a Sanctioned Country or in the possession, custody or
control of a Sanctioned Person, or (iii) does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
law, regulation, order or directive enforced by any Compliance Authority, (b) the proceeds of any Lease
will not be used to fund any operations in, finance any investments 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 Compliance Authority, (c) the funds used to repay any Lease are not derived from any
unlawful activity, and (d) each Covered Entity is in compliance with, and no Covered Entity engages in
any dealings or transactions prohibited by, any laws of the United States, including but not limited to any
Anti -Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon
the occurrence of a Reportable Compliance Event.
As used herein: "Anti -Terrorism Laws" means any laws relating to terrorism, trade sanctions
programs and embargoes, import/export licensing, money laundering, or bribery, all as amended,
supplemented or replaced from time to time; "Compliance Authority' means each and all of the (a) U.S.
Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes
Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S.
Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S.
Justice Department, and (g) U.S. Securities and Exchange Commission; "Covered Entity" means Lessee,
its affiliates and subsidiaries, all guarantors, plecigors of collateral, all owners of the foregoing, and all
brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any
Lease; "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 -Terrorism Law or any predicate crime to any Anti -
Terrorism Law, or self -discovers facts or circumstances implicating any aspect of its 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, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including
ELM
E05
but not limited to the blocking of property or rejection of transactions), under any order or directive of any
Compliance Authority or otherwise subject to, or specially designated under, any sanctions program
maintained by any Compliance Authority.
26. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify and record information that identifies each lessee that opens an
account. What this means: when Lessee opens an account, Lessor will ask for the business name,
business address, taxpayer identifying number and other information that will allow Lessor to identify
Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need
to ask for identifying information and documentation relating to certain individuals associated with the
business or organization.
27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience
of reference only and do not define or limit the scope of any provision of any Lease.
28. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in
several counterparts, each of which shall be deemed an original, but all of which shall be deemed one
instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other
counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be
created through transfer and possession only of the counterpart marked "Lessor's Original."
29. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached
thereto and made a part hereof and other attachments thereto, 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 such Lease shall not be modified,
amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of
any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of the Lease.
30, HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty
tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a
highway within California, the heavy-duty tractor must be compliant with sections 95300-95312, title 17,
California Code of Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty
tractor is compliant. The regulations may require this heavy-duty tractor to have low -rolling -resistance
tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to
current or future use in California, or may entirely prohibit use of this tractor in California if it is a model
year 2011 or later tractor and is not a U.S. EPA SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box -type trailer
understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway
within California, the box -type trailer must be compliant with sections 95300-95312 title 17 California
Code of Regulations, and that it is the responsibility of the Lessee to ensure this box -type trailer is
compliant. The regulations may require this trailer to have low -rolling -resistance tires and aerodynamic
technologies that are U.S. Environmental Protection Agency SmartWay Verified Technologies prior to
current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee
from modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California Heavy -
Duty Vehicle Greenhouse Gas Emission Reduction Regulation.
31. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to
Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact
Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee
Individual accounts or business accounts for which Lessee is a contact, at such numbers using any
means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other
wireless phone number, or leaving prerecorded messages or sending text messages, even if charges
- 10 -
E05
may be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be
monitored or recorded by Lessor.
Citv of Vernon
("Lessee')
By:.i'/flG7fdt 6�� `v
Title: W. Michael McCormick, Mayor
4305 Santa Fe Ave
Vernon, CA 90058
Oshkosh Capital
("Lessor")
Title
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
At est: �
MariE. Ayala, (* Clerk
APPROYR TO FORM:
Brian tfun, Deputy ity Attorney
- 11 -
E24
Aft-M3C+T AUSYM,[- ia�1�1=3-M[13'1
Lessee: City of Vernon
Lease Schedule No.: 191184000
Dated: July 24, 2015
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
W. Michael McCQrmick Mayor
Name Title ` Signature
Name
Title
Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such
Lessee as of the date set forth below.
[SEAL]
Signature e6rll rk of Lessee
Print Name: Maria E. Ayala
_OfEic'rat-'tle: City Cleric
Date: = .• ray i
E28
LEASE SCHEDULE NO. 191184000
Dated As OF July 24, 2015
This Lease Schedule (this "Schedule') is attached and made a part of the Master Lease -Purchase
Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto,
executed by Lessee and Lessor (the "Lease"). Unless otherwise defined herein, capitalized terms will have the
same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are
incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and
this Schedule, the terms of this Schedule shall control.
Master Lease -Purchase Agreement dated July 24, 2015
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the
commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1
attached to this Lease Schedule.
3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the
full Lease Term: to use the Equipment; to continue this Lease, and (if applicable) to make Rent Payments if
funds are appropriated in each fiscal year by its governing body.
4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD
WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND
SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS,
WHERE IS"; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED
TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS
NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND
THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS
TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10, 000, 000,
6. RE -AFFIRMATION OF THE MASTER LEASE -PURCHASE AGREEMENT. Lessee hereby re -affirms all of
its representations, warranties and obligations under the Master Lease Purchase Agreement (including,
without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its
representations in Section 6.1 and 16 thereof).
City of Vernon
("Lessee')
BY: �L%12G1c L��ra/v
Title: W. Michael McCormick, Mayor
Oshkosh Capital
("Lessor")
By:
Attelt: ` Approved as to F rm:
Maria Ayala,Ci (Clerk Brian By n, Depdty City Attorney
1]
EQUIPMENT LOCATION & DESCRIPTION:
City of Vernon
4305 S. Santa Fe Ave
Vernon CA 90058
Los Angeles County
2800 S. Soto Street
Vernon, CA 90058
2016 Pierce PUC Triple Combinatin Pumper VIN#
2016 Pierce PUC Triple Combinatin Pumper VIN#
2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date:
(b) Amount Financed:
i. Equipment Purchase Price
Sales Tax
ii. Purchase Price Dedution
Prepay Discounts
Performance Bond
Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions)
July 24 2015
$1,263 243.00
$108,827.82
$0.00
$54,024.00
$3,789.67
$1,321,836.49
E28
(c) Payment Schedule:
Accrual Date: July 24 2015
Rent Payment Rent Payment Rent Payment Interest
Number Date Amount Portion
Principal Portion Termination
Value
1
7/24/2016
158,059.45
44,810.26
113,249.19
1,244,844.92
2
7/24/2017
158,059.45
40,971,11
117,088.34
1,124,243.93
3
7/24/2018
158,059.45
37,001.82
121,057.63
999,554.57
4
7/24/2019
158,059.45
32,897.96
125,161.49
870,638.24
5
7/24/2020
158,059.45
28,654.99
129,404.46
737,351.64
6
7/24/2021
158,059.45
24,268.18
133,791.27
599,546.63
7
7/24/2022
158,059.45
19,732.65
138,326.80
457,070.03
8
7/24/2023
158,059.45
15,043.37
143,016.08
309,763.47
9
7/24/2024
158,059.45
10,195.13
147,864.32
157,463.22
10
7/24/2025
158,059,45
5,182.54
152,876.91
1.00
City of Vernon
("Lessee")
By:a'
Maria E�Ayala, City Grerk
APPROV D A� TO FORM:
Brian Byun, Deputy diAttorneys
Oshkosh Capital
("Lessor")
By:
Title:
E28
Dated as of July 24, 2015
"Lessee" means City of Vernon
"Schedule" means Lease Schedule No. 191184000 Dated July 24 2015, together with its Schedule A-1
Reference is made to the Lease Schedule ("Schedule") and to the Master Lease -Purchase
Agreement ("Master Lease") identified in said Lease Schedule, described above between Oshkosh
Capital ("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1
to the Lease Schedule attached therein ("Equipment") to be supplied by Pierce Manufacturing Inc.
("Supplier"). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee,
Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that
the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by
Lessee for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery
and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in
said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $1,263,243.00
Sales Tax: $108,827.82
Performance Bond $3.789.67
Vendor Discounts: $54,024.00
Advance Payment Date: July 24, 2015
3. Upon execution of the Lease Schedule and delivery of all documents relating thereto required by
Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it
shall pay the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that
the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in
the Lease Schedule notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0.00
Amount Financed: $1,321,836.49
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery
Date set forth below.
Anticipated Delivery Date: June 24, 2016
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside
Delivery Date set forth below and that such Equipment shall comply with all specifications and
requirements of Lessee and with the terms and conditions of any purchase order/purchase
agreement relating thereto.
Outside Delivery Date: August 24, 2016
5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph
4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the "Delayed
E28
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor for the
Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment; and
(c) "Prime Rate' means the prime rate of interest as published from time to time in the Wall Street
Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the
Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant
to subparagraph 4(b) of this Agreement. The new payment obligation will be determined based on the
amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of
the date of Lease commencement.
6. If Supplier makes the payments described in paragraph 5 above for the Delayed Equipment under
the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under
the Lease Schedule as of such payment date for the Delayed Equipment, then Lessee and Lessor agree
that the Lease Schedule shall terminate as of the date of such payments by Supplier as to the Delayed
Equipment only. Lessee's obligations shall continue unabated for the Equipment that was delivered
pursuant to subparagraph 4(b) of this Agreement.
7. Supplier agrees that a Performance Bond will be issued which names the Supplier as Principal, the
Lessee as Obligee and the Lessor as Additional Obligee. This Performance Bond will apply solely to the
terms and conditions of the purchase order/purchase agreement, including related equipment
specifications and warranties, as issued by the lessee and accepted by the Supplier. The "Contract
Date' referred to in the Performance Bond shall be the date of the Three Party Agreement. Except as
expressly set forth herein, the Lease Schedule and the terms and conditions of the purchase
order/purchase agreement for the equipment remain unchanged and in full force and effect.
8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby
execute and deliver this Agreement as of the date first written above.
City of Vernon
("Lessee")
By
�
By' 9 v"r✓'r t/4 r
Title: W, Michael. Mc Corm' k Mayor
Pierce Manufacturing Inc.
("Supplier")
10
Title:
City of Vernon
�- lllR t.
Maria E Ayala, City Cle -
Approved as to Form:
Brian Byun, Deput txity Attorney
Oshkosh Capital
("Lessor")
N1
Title:
E28
VEHICLE SCHEDULE ADDENDUM
Dated As Of July 24, 2015
Lease Schedule No. 191184000Dated July 24, 2015
Lessee: City of Vernon
Reference is made to the above Lease Schedule ("Schedule') to the Master Lease -Purchase
Agreement identified in the Lease Schedule ("Master Lease") by and between Oshkosh Capital ("Lessor")
and the above Lessee ("Lessee'). This Addendum amends and modifies the terms and conditions of the
Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease shall have the same meaning when used herein.
NOW THEREFORE, as part of the valuable consideration to induce the execution of the
Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under
applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted
by law,
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the
first and sole lien on or security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of the paragraph titled
"Insurance in the Master Lease shall be in an amount not less than $1,000,000.00 per person insured and
$2,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a
bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be
reasonably required by Lessor) and $1,000,000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to
operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents
of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as
required by applicable State law with Lessor noted as lien holder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor,
the Schedule remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Vernon Oshkosh Capital
("Lessee") (^Lessor°)
�—
ay: By:
Title: W. Michael McCormick, Mayor Title:
r-' 1
VVl
w
Maria El Ayala, City
lerk
Approved as to Form:
Brian Byun, Deputy ,City Attorney
Telephone (323) 583-8811
Date: July 27, 2015
Lessee: City of Vernon
Lessor: Oshkosh Capital
Re: Lease Schedule No. 191184000 dated July 24 2015 together with its Master Lease -Purchase
Agreement dated July 24 2015 by and between the above -named Lessee and the above -named
Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease -Purchase Agreement and
all other agreements described above or related thereto (collectively, the "Agreements') and various related matters,
and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents
as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of California (the "State") duly organized, existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved, and
executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee
enforceable in accordance with its terms, except to the extent limited by State and Federal law affecting creditor's
remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the
enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to
the transactions contemplated thereby have been performed in accordance with all applicable Local, State and
Federal laws (including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative
agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its
officers; the proper authorization; approval and execution of any of the Agreements or any documents relating
thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the
ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated
thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of
1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
/�-
Brian, un, Deputy) y y Attorney
Ercfusivefy Industriaf
I01
Oshkosh Capital, LESSOR
City of Vernon , LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease Schedule ("Schedule") to the Master Lease -Purchase Agreement
identified in the Lease Schedule ("Master Lease"), Lessee certifies that it has instructed the insurance
agent named below (please fill in name, address, and telephone number):
EN i ("��A�
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss Payee.
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital and/or its
assigns as an Additional Insured,
Minimum Coverage Required:
$1,000,000.00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to Oshkosh Capital, 155 East Broad Street, 64-6230-05-7,
Columbus, OH 43215, prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the
Agreement, that it is lawfully self -insured for: (check to indicate coverage)
a. All risk, physical damage in the amount specified in 1(a) above.
b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a signed letter describing self-insurance.
LESSECity, f ernon A( t� �/�t'pr^ /%�/I/�/�I J
By Llo (I -Am ! Title: D I K_e � � OK I �l' "✓ 'r Vc�
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 27, 2015
Cheryl Kennedy
Oshkosh Capital
155 East Broad Street
Locator: B4-B230-05-07
Columbus, Ohio 43215
Dear Ms. Kennedy:
Subject: Master Lease — Purchase of Two Pierce PUC Triple Combination Pumpers
The City of Vernon ("City"), a municipal corporation of the State of California, certifies that it is
self -insured for general liability ($2,000,000), automobile liability ($2,000,000) and workers'
compensation liability ($2,000,000). The City warrants that the limits of its self-insurance
coverage meet or exceed the requirements and obligations as set for the, and to the extent
permitted, by State law.
In addition the City maintains excess liability and excess workers' compensation coverage
through various insurance companies.
The City of Vernon, will maintain its program of insurance for the benefit of the Oshkosh
Capital Company as it relates to the purchase of two Pierce PUC triple combination pumpers
throughout the duration of the Lease -Purchase Agreement and related lease schedule.
Respectfully submitted,
William Fox,
Director of Finance
D,,cfusivefy Industiiaf
101
Please provide the following information to your insurance company to help
expedite receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
Oshkosh Capital must be named Loss Payee and Additional Insured
30 Days Notice of Cancellation
Not Less than $2,000,000.00 limits on liability
Certificate must reflect a short equipment description
Certificate must reflect an expiration date
Certificate Holder Information:
Oshkosh Capital, its successors and/or all assigns
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please send a FAX copy of certificate to Cheryl Kennedy at 1-800-678-0602.
The original should be mailed to the same at:
Oshkosh Capital
155 East Broad Street, 134-6230-05-7
Columbus, OH 43215
Please call Cheryl Kennedy at 1-800-820-9041, ext. 4, if you have any questions.
OSHKOSH CAPITAL
INFORMATION REQUEST
LESSEE NAME: City of Vernon
FEDERAL TAX I.D.# 6IIIS1:
BILLING ADDRESS:
William F. Pox
Billing Contact
4305 Santa Fe Avenue
Street Address or Post Office Box
Vernon, CA 90058
City, State and Zip
323-583-8811 x849 323-826-1491
Phone Number Fax Number
ci.vernon_ca.us
Email Address
PHYSICAL ADDRESS (IF DIFFERENT):
Street Address or Post Office Box
City, State and Zip
Require Board Approval for Payments? X Yes No
Board Meeting Date? 1st & 3rd Tuesdays of every month
Require signed vouchers for payments? X Yes No
We typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do you foresee any problem
that would prevent the payment from being received on or before the due date?
Yes X No
Please list any special instructions below:
Form8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) ® Under Internal Revenue Code section 149(e) OMB No. 1545-0720
®See separate instructions.
Department of the Treasury p Internal Revenue Service Caution: If the issue rice is under $100, 000, use Form 8038-GC.
Reporting Authority If Amended Return r.hprk harp r n
1 Issuer's name
2 Issuer's employer identification number (EIN)
CITY OF VERNON
95-6000808
3a Name of person (other than Issuer) with whom the IRS may communicate about this return (see instructions)
34 Telephone number of other person shown on 3a
WILLIAM F. FOX
323-583-8511 xi
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
5 Report number (For IRS Use Only)
4305 SANTA FE AVENUE
3
6 City, town, or post office, state, and ZIP code
7 Date of issue
VERNON, CA 90058
7124/2015
8 Name of issue
9 CUSIP number
LEASE SCHEDULE NO. 191184000
NONE
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 1Oa
JOAQUIN LEON, DEPUTY CITY TREASURER
323-583-8811 x365
I ype of Issue tenter 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. Describe 11�-
19 If obligations are TANS or PANS, 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 . . . . . . . . ✓❑
Description of Obligations. Complete for the entire issue for which this form is beina filed.
(a) Final maturity date
(6) Issue price
(c) Slated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
7/24/2025
1,321,836.491
$ NIA1
10 ears
3.39 %
Uses of Proceeds of Bond Issue (including underwriters' discount)
/A
22
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
22
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
23
24
Proceeds used for bond issuance costs (including underwriters' discount) . 24
_
25
Proceeds used for credit enhancement . . . . . . . . . . . . 25
26
Proceeds allocated to reasonably required reserve or replacement fund 26
27
Proceeds used to currently refund prior issues . . . . . . . . . 27
-
28
Proceeds used to advance refund prior issues . . . . . . . . . 28
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .29
30
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
30
Description of Refunded Bonds. Complete this part only for refunding bonds.
N/A
31
32
33
Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ®
Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ®
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . .
years
years
34
Enter the date(s) the refunded bonds were issued ® (Moe/CrNYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat No.63773s
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-201
Page 2
35
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see Instructions) 36a
3a
b
Enter the final maturity date of the GIC I®
c
Enter the name of the GIC 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 . . . . . . . . . . . . . . . . . . . . . . . . "37..
38a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box Ill ❑ and enter the following information:
b
Enter the date of the master pool obligation III,
c
Enter the EIN of the issuer of the master pool obligation lls
d
Enter the name of the issuer of the master pool obligation Ill
39
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . P
❑
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 Ill ❑ and enter the following information:
b
Name of hedge provider Is
c
Type of hedge iii
d
Term of hedge 11>
42
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . P
❑
43
If the issuer has established written procedures to ensure that all nonqualified 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 written procedures to monitor the requirements of section 148, check box . . . . . ®
❑
45a
If some portion of the proceeds was used to reimburse expenditures, check here ® ❑ and enter the amount
of reimbursement . . . . . . . . . Ili-
b
Enter the date the official intent was adopted Ill
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and Process this ret n /t�o �the erson t I have ad above. (j
Consent P / at
� �� �� I w WILLIAM R FOX, FINANCE DIRECTOR
Signature of issuer's authorized representatj e --- Date Type or print name and title
Print/Type preparer's name Preparer's signature Date PTIN
Paid Check El if
Preparer I self-employed
Use Only Firm's name ® Firm's EIN b
Firm's address ® Phone no.
Form 8038-G (Rev. 9-2011)
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: August 6, 2015
TO: Michael Wilson, Fire Chief
FROM: Deborah Juarez, Records Management Assistant
RE: Resolution No. 2015-51 — A Resolution of the City Council of the City of Vernon
Approving and Authorizing the Execution of a Master Lease Purchase Agreement by and
between the City of Vernon and Oshkosh Capital for Two 2016 Pierce PUC Triple
Combination Pumpers
Transmitted herewith is a copy of Resolution No. 2015-51 referenced above, which was approved by City
Council on August 4, 2015.
Thank you.
Attachment
c: Resolution No. 2015-51
PARTIALLY EXECUTED
AGREEMENT
CONTRACTOR:
CONTRACT/AMENDMENT SIGNATURE ROUTING FORM
Oshkosh Capital
CONTRACT PURPOSE: Master Lease - Purchase Agreement for Two (2) Pierce PUC Triple Combination
Pumpers for the Fire Department
CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP
❑ COMPETITIVE BID & NOTICED INVITATION TO BID
12 EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED)
❑ SERVICES ❑ MATERIALS IX BUDGETED ❑ NOT BUDGETED
TOTAL CONTRACT VALUE: $ 1,321,836.49 Charge Acct. No(s) 011.1033.850000
Amendment Value $ ❑ Contract is an Amendment to Contract No. if applicable)
RESPONSIBLE DEPARTMENT PERSON: Michael A. Wilson
PHONE: ext287
AUTHORIZATION: IX Approved by Council on 07/21/15
(Check One) Resolution No. (if applicable)
❑ Approved by City Administrator on
Note: Attach supporting documentation
❑Amendment Approved by (if applicable)
ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date
(1) Responsible Department Person 7 _
Checks substance of contract and assembles two (2) copies of
contract, insurance & bond documents, certifies compliance
with Competitive Bidding and Purchasing Ordinance
(2) Liability and Claims
Approves insurance and sureties, if bonds required
(3) Finance (Purchasing)
Checks compliance with Competitive Bidding & Living Wage Ordinances 2 I
and reflected in current budget
(4) City Attorney
Approves contract as to form, verifies bonds and insurance included
(5) City Signatory
Signs all copies on behalf of City
(6) City Clerk
Attests signatures, numbers, files contract, insurance and bonds, and
transmits duplicate original to contractor, notifies IT to remove related RFP/bid
notice, notifies any "consultant" of duties to file Form 700, if applicable
Rev. I /27/ 14
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 28, 2015
Cheryl Kennedy
Oshkosh Capital
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Re: Master Lease -Purchase Agreement
Dear Ms, Kennedy:
Transmitted herewith are two partially executed original agreements, as referenced above,
approved by City Council on July 21, 2015.
Please return one fully executed original agreement to the undersigned.
If you have any questions regarding this matter, please call Michael Wilson at (323) 583-8811
Ext. 287.
Very truly yours,
r
orah R.Juarez
Records Management Assistant
Enclosures
c: Michael Wilson
Purchasing Department
Agreement File No. 15-071
Ex,clusively Iudustria(
Master Lease -Purchase Agreement
Between
City of Vernon and Oshkosh Capital
E05
Master Lease -Purchase Agreement
Between
CITY OF VERNON AND OSHKOSH CAPITAL
DOCUMENTINDEX
❑ Master Lease -Purchase Agreement — Sign and provide title on the last page
❑ Lease Schedule with Schedule A-1 — Sign and title
❑ Vehicle Schedule Addendum —Sign and title
❑ Incumbency Certificate and Resolution— List your authorized signor(s) and title(s); have
secretary or appropriate trustee attest to the information and signature(s) provided by
signing and printing his/her name, title and date. The person who validates the
signatures should not sign the lease documents. The resolution must reflect the
title(s) of the individual(s) who have authorization to sign the documents.
❑ Opinion of Counsel Letter — Enclosed is a template. Please ask your attorney to prepare
on his/her letterhead, and include all of the items in the template.
❑ Title - The terms of your contract specify that the Lender be listed as the
lienholder and hold the original title during the term of the lease. In addition, we
will need a copy of the front and back of the MSO listing Oshkosh Capital, 995
Dalton Ave, Cincinnati, OH 45203 as first lien holder.
❑ Insurance Request Form Fill in your insurer's information and sign. Please contact
your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the
certificate with the signed documentation or have the insurer fax the certificate directly to
me.
❑ Three Party Agreement — Sign and title.
❑ Delivery & Acceptance Certificate — At point of delivery, fill out this form and fax it to
me. Please return the original via US Postal Service.
❑ IRS FORM 8038-G — Sign, date, and title
❑ Minutes of Governing Body (approving the purchase & finance of equipment) — Please
return a copy with the documents.
❑ Sales Contract or Purchase Order - please provide a copy of the Sales Contract
enter into with Pierce Manufacturing or a copy of the Purchase Order issued to
Pierce Manufacturing Inc.
- 1 -
E05
MASTER LEASE — PURCHASE AGREEMENT
Dated as of July 24 2015
This Master Lease -Purchase Agreement together with all addenda, riders and attachments
hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is
made and entered by and between Oshkosh Capital ("Lessor") and the Lessee identified below
("Lessee").
LESSEE: CitV of Vernon
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule
signed from time to time by Lessee and Lessor.
2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular
and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by
Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as
the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that
each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms
and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment' means the property described in each Schedule,
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature
whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term")
commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof
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 the Lease.
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the
times as set forth in the Schedule A-1 attached to the Schedule ("Rent Payments"), A portion of each
Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent
Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of
Lessor (or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum
amount allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN
MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL
NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT
FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS
-2-
E05
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the
location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee.
Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in
the Schedule.
5.2 Lessee shall accept Equipment 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 signs and delivers a Schedule and if all Funding Conditions have been satisfied in
full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price") to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions
established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the
following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default
shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the
"Code'); (d) no material adverse change shall have occurred in the financial condition of Lessee or any
Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of
Lessee's counsel; (3) reasonablydetailed invoices for the Equipment; (4) Uniform Commercial Code
(UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duly authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS
Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information
previously identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted
the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the
fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each
fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to
make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases
shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent
Payments or other payments due under a Lease and if other funds are not available for such payments,
then a "Nan -Appropriation Event" shall be deemed to have occurred. If a Non -Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non -Appropriation Event and provide
written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return
to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return
Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise
available, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the affected
Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under a Lease.
7. NO WARRANTY BY LESSOR. The Equipment is sold "AS IS". LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT
THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR
-3-
E05
DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE
FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE
AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties,
express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)
all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (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 made by any manufacturer or Supplier or any representative of said parties shall not be
binding upon Lessor.
S. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessors other rights under such
Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
priority security interest In any and all of the Equipment (now existing or hereafter acquired) and any and
all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to
evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
(UCC) financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other
amounts due and payable under all present and future Leases and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising) of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be
deemed to be affixed or attached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and
maintain all Equipment in good condition and working order, in accordance with 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 Equipment; and (b) use and operate all Equipment in a careful manner
in the normal course of its operations and only for the purposes for which it was designed in accordance
with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement. Lessee will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or
other service for any Equipment will be provided by Lessor. Lessee will not make any alterations,
additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent
unless the Improvements may be readily removed without damage to the operation, value or utility of
such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
shall automatically become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
permanent base will not be changed from, the Location without Lessor's prior written consent which will
not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or
elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES
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12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under
its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than
Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon
any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when
due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such
Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes' means present
and future taxes, levies, duties, assessments or other governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property
taxes, and (b) interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall
relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under
any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section
13,
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the
same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair
("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in
the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less
than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or
losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of
any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions, expenses (including attorney's fees), damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks
of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable
to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not
include the payment of any premium for any liability insurance coverage for bodily injury and/or property
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
satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
property of others relating in any way to any Equipment. Proceeds of any such public liability or property
insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof.
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Each insurance policy will require that the insurer give Lessor at least 30 days prior written 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 Lessee. The insurance maintained by Lessee shall be
primary without any right of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as
there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than
all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS -IS, WHERE -IS," without representation or warranty by Lessor, express or implied, except
for a representation that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its
Equipment, Lessee hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
binding obligation of Lessee, enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
open meeting, public bidding and property acquisition laws) and all applicable judgments and court
orders,
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not
result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature
which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease;
and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code,
and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the
Code, as the same may be amended from time to time, and such compliance shall include, but not be
limited to, keeping a complete and accurate record of any assignments of any Lease and executing and
filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information
statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease
to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
income taxation purposes under the Code.
(d) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) 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 Lessor may not exclude the interest component of
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any Rent Payment under a Tax -Exempt Lease from federal gross income because Lessee breached a
covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies
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 imposed on the interest component of all Rent Payments under such Tax -Exempt Lease due
through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will
restore to Lessor the same after-tax yield on the transaction evidenced by such Tax -Exempt Lease
(assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not
been lost. Additionally, Lessee agrees that upon the occurrence of such an event with respect to a
Tax -Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in
such amount as will maintain such after-tax yield to Lessor. Lessor's determination of the amount
necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent
manifest error). Notwithstanding anything in a Tax -Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available
Funds.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise
dispose of, any Lease or any Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or
may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at
any time. Any such assignee or lien holder (an "Assignee") shall have all of the rights of Lessor under the
applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in
writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under
the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. Lessee shall keep a
complete and accurate record of all such assignments in the form necessary to comply with Section
149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in
Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the
Assigned Leases and to exclude the obligations of Lessee under any Non -Assigned Leases; (b) said
Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -Assigned
Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to
the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an
Assignee pursuant to a written agreement; and "Non -Assigned Leases' means all Leases excluding the
Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or
more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent
Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any
such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe
any of its obligations under Sections 12.1, 14 or 18.1 hereof, (c) Lessee fails to perform or observe any
other covenant, condition or agreement to be performed or observed by it under the Lease and such
failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any
statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee
pursuant thereto or in connection therewith proves at any time to have been false, misleading or
erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
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assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or
similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is
filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, 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 fiscal
year in effect when the default occurs together with interest on such amounts at the highest lawful rate
from the date of Lessor's demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth
in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
upon the premises where any Equipment is located and repossess such Equipment without demand or
notice, without any court order or other process of law and without 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 retain
the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the
applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment,
(a) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
under applicable law or, by appropriate court action at law or in equity. Lessor may enforce any of
Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-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 limitation, any attorney fees and expenses and any
costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or 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 thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT, If Lessor is entitled under the provisions of any Lease, including any
termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
expense and risk, immediately de -install, disassemble, pack, crate, insure and return the Equipment to
Lessor (all in accordance with 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 Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is
returned as required above, all terms of the applicable Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
Lessee's interest in such Equipment.
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22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of the lessee (The
"State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally
delivered or mailed by certified mail to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been
received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business
day if sent by overnight courier, or on the day of delivery if delivered personally.
24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their
completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. To the extent permitted by
law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders,
affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or
connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b)
any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c)
any claims of alleged breach by Lessee of this Master Lease or any related document. "Claims" means
all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions
and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful
attorney -in -fact (with full power of substitution) to prepare any instrument, certificate of title or financing
statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign
Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper
location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or
drafts for loss, theft, damage or destruction to the Equipment under any insurance.
25. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each
advance of proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of
this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been
terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i)
is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or
control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any Lease
will not be used to fund any operations in, finance any investments 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 Compliance Authority; (c) the funds used to repay any Lease are not derived from any
unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in
any dealings or transactions prohibited by, any laws of the United States, including but not limited to any
Anti -Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon.
the occurrence of a Reportable Compliance Event.
As used herein: "Anti -Terrorism Laws' means any laws relating to terrorism, trade sanctions
programs and embargoes, import/export licensing, money laundering, or bribery, all as amended,
supplemented or replaced from time to time; "Compliance Authority" means each and all of the (a) U.S.
Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes
Enforcement Network, (c) U.S. State Department/ Directorate of Defense Trade Controls, (d) U.S.
Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S.
Justice Department, and (g) U,S. Securities and Exchange Commission; "Covered Entity" means Lessee,
its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all
brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any
Lease; "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 -Terrorism Law or any predicate crime to any Anti -
Terrorism Law, or self -discovers facts or circumstances implicating any aspect of its 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, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including
E05
but not limited to the blocking of property or rejection of transactions), under any order or directive of any
Compliance Authority or otherwise subject to, or specially designated under, any sanctions program
maintained by any Compliance Authority.
26. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify and record information that identifies each lessee that opens an
account. What this means: when Lessee opens an account, Lessor will ask for the business name,
business address, taxpayer identifying number and other information that will allow Lessor to identify
Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need
to ask for identifying information and documentation relating to certain individuals associated with the
business or organization.
27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience
of reference only and do not define or limit the scope of any provision of any Lease.
28. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in
several counterparts, each of which shall be deemed an original, but all of which shall be deemed one
instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other
counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be
created through transfer and possession only of the counterpart marked "Lessor's Original."
29. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached
thereto and made a part hereof and other attachments thereto, 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 such Lease shall not be modified,
amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of
any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of the Lease.
30. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty
tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a
highway within California, the heavy-duty tractor must be compliant with sections 95300-95312 title 17
California Code of Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty
tractor is compliant. The regulations may require this heavy-duty tractor to have low -rolling -resistance
tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to
current or future use in California, or may entirely prohibit use of this tractor in California if it is a model
year 2011 or later tractor and Is not a U.S. EPA SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box -type trailer
understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway
within California, the box -type trailer must be compliant with sections 95300-95312 title 17, California
Code of Regulations, and that it is the responsibility of the Lessee to ensure this box -type trailer is
compliant. The regulations may require this trailer to have low -rolling -resistance tires and aerodynamic
technologies that are U.S. Environmental Protection Agency SmartWay Verified Technologies prior to
current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee
from modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California Heavy -
Duty Vehicle Greenhouse Gas Emission Reduction Regulation.
31. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to
Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact
Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee
individual accounts or business accounts for which Lessee is a contact, at such numbers using any
means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other
wireless phone number, or leaving prerecorded messages or sending text messages, even if charges
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may be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be
monitored or recorded by Lessor.
City of Vernon
("Lessee",,vv
Titles W. Michael McCormick, Mayor
4305 Santa Fe Ave
Vernon, CA 90058
At9est
Mari E. Ayala, (61)j Clerk
APPROV. AS TO FORM:
C
Brian Kun, Deputy 0
ity Attorney
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Oshkosh Capital
("Lessor")
M
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
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LEASE SCHEDULE NO. 191184000
Dated As Of July 24, 2015
This Lease Schedule (this "Schedule") is attached and made a part of the Master Lease -Purchase
Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto,
executed by Lessee and Lessor (the "Lease"). Unless otherwise defined herein, capitalized terms will have the
same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are
incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and
this Schedule, the terms of this Schedule shall control.
Master Lease -Purchase Agreement dated July 24, 2015
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the
commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1
attached to this Lease Schedule.
3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the
full Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if
funds are appropriated in each fiscal year by its governing body.
4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD
WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND
SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS,
WHERE IS"; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED
TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS
NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND
THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS
TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
6. RE -AFFIRMATION OF THE MASTER LEASE -PURCHASE AGREEMENT. Lessee hereby re -affirms all of
its representations, warranties and obligations under the Master Lease Purchase Agreement (including,
without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its
representations in Section 6,1 and 16 thereof).
City of Vernon Oshkosh Capital
("Lessee" y� ("Lessor')
Title: W. Michael McCormick, Mayor Title:
Atte. t: �• Approved as to F rm;
Maria 4.. Ayala, CiiVClerk Brian By4dn, Deputy City Attorney
E26
1.
Schedule A-1
EQUIPMENT LOCATION & DESCRIPTION:
City of Vernon
4305 S. Santa Fe Ave 2800 S. Soto Street
Vernon CA 90058 Vernon, CA 90058
Los Angeles County
2016 Pierce PLC Triple Combinatin Pumper VIN#
2016 Pierce PLC Triple Combinatin Pumper VIN#
2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date:
(b) Amount Financed:
i. Equipment Purchase Price
Sales Tax
ii. Purchase Price Dedution
Prepay Discounts
Performance Bond
Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions)
July 24 2015
$1,263.243.00
$108,827.82
$0.00
$54 024.00
$3,789.67
$1,321,836.49
E28
(c) Payment Schedule:
Accrual Date: JUIV 24, 2015
Rent Payment Rent Payment Rent Payment Interest
Number Date Amount Portion
Principal Portion Termination
Value
1
7/24/2016
158,059.45
44,810.26
113,249.19
1,244,844.92
2
7/24/2017
158,059.45
40,971.11
117,088.34
1,124,243.93
3
7/24/2018
158,059.45
37,001.82
121,057.63
999,554.57
4
7/24/2019
158,059.45
32,897,96
125,161.49
870,638.24
5
7/24/2020
158,059.45
28,654.99
129,404.46
737,351.64
6
7/24/2021
158,059.45
24,268.18
133,791.27
599,546.63
7
.7/24/2022
158,059.45
19,732.65
133,326.80
457,070.03
8
7/24/2023
158,059.45
15,043.37
143,016.08
309,763.47
9
7/24/2024
158,059.45
10,195.13
147,864.32
157,463.22
10
7/24/2025
158,059,45
5,182.54
152,876.91
1.00
City of Vernon
("Lessee")
By:r lddt`c
Maria E Ayala, City 4erk
APPROV D A TO FORM:
Brian Byun% Deputy C1 Attorneys
Oshkosh Capital
("Lessor")
THREE PARTY AGREEMENT
Dated as of July 24 2015
"Lessee" means Ci_ of Vernon
E28
"Schedule means Lease Schedule No, 191184000 Dated July 24. 2015, together with its Schedule A-1..
Reference is made to the Lease Schedule ("Schedule") and to the Master Lease -Purchase
Agreement ("Master Lease") identified in said Lease Schedule, described above between Oshkosh
Capital ("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1
to the Lease Schedule attached therein ("Equipment") to be supplied by Pierce Manufacturing Inc.
("Supplier"). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee,
Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that
the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by
Lessee for purposes of the Lease Schedule, Lessee agrees to execute and deliver to Lessor a Delivery
and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in
said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $1,263,243.00
Sales Tax: $108,827.82
Performance Bond $3.789.67
Vendor Discounts: $54,024.00
Advance Payment Date: July 24. 2015
3. Upon execution of the Lease Schedule and delivery of all documents relating thereto required by
Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it
shall pay the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that
the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in
the Lease Schedule notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0.00
Amount Financed: $1.321,836.49
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery
Date set forth below.
Anticipated Delivery Date: June 24, 2016
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside
Delivery Date set forth below and that such Equipment shall comply with all specifications and
requirements of Lessee and with the terms and conditions of any purchase ofder/purchase
agreement relating thereto.
Outside Delivery Date: August 24, 2016
5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph
4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the "Delayed
E28
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment,
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor for the
Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment, and
(c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street
Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the
Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant
to subparagraph 4(b) of this Agreement. The new payment obligation will be determined based on the
amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of
the date of Lease commencement.
6. If Supplier makes the payments described in paragraph 5 above for the Delayed Equipment under
the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under
the Lease Schedule as of such payment date for the Delayed Equipment, then Lessee and Lessor agree
that the Lease Schedule shall terminate as of the date of such payments by Supplier as to the Delayed
Equipment only. Lessee's obligations shall continue unabated for the Equipment that was delivered
pursuant to subparagraph 4(b) of this Agreement.
7. Supplier agrees that a Performance Bond will be issued which names the Supplier as Principal, the
Lessee as Obligee and the Lessor as Additional Obligee. This Performance Bond will apply solely to the
terms and conditions of the purchase order/purchase agreement, including related equipment
specifications and warranties, as issued by the lessee and accepted by the Supplier. The "Contract
Date' referred to in the Performance Bond shall be the date of the Three Party Agreement. Except as
expressly set forth herein, the Lease Schedule and the terms and conditions of the purchase
order/purchase agreement for the equipment remain unchanged and in full force and effect.
8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby
execute and deliver this Agreement as of the date first written above.
City of Vernon
("Lessee')
By. "
Title: W. Mi ha 1. McCormlrk. Mayor
Pierce Manufacturing Inc.
("Supplier')
Title:
City of Vernon
Maria E Ayala, City Cl
Approved
as to Form:
( +/
Brian Byun, Depute( ity Attorney
Oshkosh Capital
("Lessor")
l-A
Title:
L28
VEHICLE SCHEDULE ADDENDUM
Dated As Of July 24 2015
Lease Schedule No. 191184000Dated July 24 2015
Lessee: City of Vernon
Reference is made to the above Lease Schedule ("Schedule') to the Master Lease -Purchase
Agreement identified in the Lease Schedule ("Master Lease") by and between Oshkosh Capital ("Lessor")
and the above Lessee ("Lessee'). This Addendum amends and modifies the terms and conditions of the
Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease shall have the same meaning when used herein.
NOW THEREFORE, as part of the valuable consideration to induce the execution of the
Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under
applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted
by law,
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the
first and sole lien on or security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of the paragraph titled
"Insurance in the Master Lease shall be in an amount not less than $1 000,000.00 per person insured and
$2,000.000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a
bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be
reasonably required by Lessor) and $1 000 000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to
operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents
of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as
required by applicable State law with Lessor noted as lien holder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor,
the Schedule remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Vernon
("Lessee")
By
Title: W. Michael McCormick. Mayor
Atte,
Maria Et Ayala, City lerlc
Approved
as to Form:
Brian Byun, Deputy/ity Attorney
Oshkosh Capital
("Lessor")
M
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Date:.. - -July 27,. 2015
Lessee:- City of Vernon
Lessor: - Oshkosh Capital
Re: Lease Schedule No. 191184000 dated July 24r 2015 together with its Master Lease -Purchase
Agreement dated July 24, 2015, by and between the above -named Lessee and the above -named
Lessor
Gentlemen:
1 have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease -Purchase Agreement and
all other agreements described above or related thereto (collectively, the "Agreements") and various related matters,
and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents
as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. - Lesseeis -a political subdivision of the State of California (the "State") duly organized, existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
- 3. The Agreements and all other documents related thereto have been duly authorized, approved, and
executed by and on behalf of Lessee,. and each of the Agreements is a valid and binding contract of Lessee
enforceable in accordance. with its terms, except to the extent limited by State and Federal law affecting creditor's
remedies. and by bankruptcy, reorganizationor other laws of general applicationrelating toor affecting the.
enforcement ofcreditors' rights.
_ 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to
the transactions contemplated thereby have been performed in accordance with all applicable Local, State and
. Federal laws (including open meeting laws and public bidding andproperty acquisition laws). .
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative
agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its
officers; the proper authorization; approval and execution of any of the Agreements or any documents relating.
thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the
ability of Lessee otherwise to perform its obligationsunder the Agreements and the transactions contemplated
thereby.
- 6. Lessee is a political .subdivision of the State as referred to in Section 103 of the Internal Revenue Code of
_ 1986, as amended, and the related regulations and, rulings thereunder..
Lessor, its Assignee and any. of their assigns may rely upon this opinion.
Very truly yours,
Brio un, Deputy y Attorney
DCcfusivefy Industfzal
rot
INSURANCE COVERAGE DISCLOSURE
Oshkosh Capital LESSOR
City of Vernon , LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
I. In accordance with the Lease Schedule ("Schedule") to the Master Lease -Purchase Agreement
identified in the Lease Schedule ("Master Lease"), Lessee certifies that it has instructed the insurance
agent named below (please fill in name, address, and telephone number):
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss Payee,
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital and/or its
assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000,00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000.000.00 property damage liability
Proof of insurance coverage will be provided to Oshkosh Capital, 155 East Broad Street, B4-B230-05-7,
Columbus, OH 43215, prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the
Agreement, that it is lawfully self -insured for: (check to indicate coverage)
a. All risk, physical damage in the amount specified in 1(a) above.
b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a signed letter describing self-insurance.
LESSEE: City f rer�non ,�/�,/� /�,�
By: LA) � t/kAXr 1 M Title: D I F-e C OK O F I/r "✓ 'r V C
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323),583-8811
July 27, 2015
Cheryl Kennedy
Oshkosh Capital
155 East Broad Street
Locator: B4-B230-05-07
Columbus, Ohio 43215
Dear Ms. Kennedy:
Subject: Master Lease — Purchase of Two Pierce PUC Triple Combination Pumpers
The City of Vernon ("City"), a municipal corporation of the State of California, certifies that it is
self -insured for general liability ($2,000,000), automobile liability ($2,000,000) and workers'
compensation liability ($2,000,000). The City warrants that the limits of its self-insurance
coverage meet or exceed the requirements and obligations as set for the, and to the extent
permitted, by State law.
In addition the City maintains excess liability and excess workers' compensation coverage
through various insurance companies.
The City of Vernon, will maintain its program of insurance for the benefit of the Oshkosh
Capital Company as it relates to the purchase of two Pierce PUC triple combination pumpers
throughout the duration of the Lease -Purchase Agreement and related lease schedule.
Respect submitted,
William Fox;
Director of Finance
rE;Ccfusivefy Industria(
IGID
INSURANCE INFORMATION
Please provide the following information to your insurance company to help
expedite receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• Oshkosh Capital must be named Loss Payee and Additional Insured
• 30 Days Notice of Cancellation
• Not Less than $2,000,000.00 limits on liability
• Certificate must reflect a short equipment description
Certificate must reflect an expiration date
Certificate Holder Information:
Oshkosh Capital, its successors and/or all assigns
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please send a FAX copy of certificate to Cheryl Kennedy at 1-800-678-0602.
The original should be mailed to the same at:
Oshkosh Capital
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please call Cheryl Kennedy at 1-800-820-9041, ext. 4, if you have any questions.
OSHKOSH CAPITAL
INFORMATION REQUEST
LESSEE NAME: City of Vernon
FEDERALTAXI.D.# 95 6000808
BILLING ADDRESS:
William F. Fox
line Contact
4305 Santa Fe Avenue
:et Address or Post Office Box
Vernon_ CA 90058
City, State and Zip
323-583-8811 x849 323-826-1491
Phone Number Fax Number
wfox@ci.vernon.ca.us
Email Address
PIIYSICAL ADDRESS (IF DIFFERENT):
Street Address or Post Office Box
City, State and Zip
Require Board Approval for Payments? X Yes No
Board Meeting Date? 1st & 3rd Tuesdays of every month
Require signed vouchers for payments? X Yes No
We typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do you foresee any problem
that would prevent the payment from being received on or before the due date?
Yes x No
Please list any special instructions below:
Fern- 80 38.- , Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) 9 Under Internal Revenue Code section 149(e) OMB No. 1545-0720
)apartment of the Treasury `See separate instructions.
Internal Revenue Treasury
Caution: If the issue price is under $100,000, use Form 8038-GC.
I;F M Reporting Authority If Amended Return, check here ► LJ
1 Issuer's name
2 Issuer's employer identification number (EIN)
CITY OF VERNON
95-6000808
33 Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
WILLIAM F. FOX
323-583-88_11 x049
4 Number and street (or P.O. box 4 mall is not delivered to street address)-
Room/suite
_ _
5 Report number (For IRS Use Only)
4305 SANTA FIEAVENUE
3 e` `' r `(
6 City, town, or post office, state, and ZIP code
7 neto of issue
VERNON, CA 90058
7124/2015
8 Name of issue
9 CUSIP number
LEASE SCHEDULE NO, 191184000
NONE
10a Name and title of officer or other employee of the issuer whom the IRS may call for more Information (see
106 Telephone number of officer or other
Instructions)
employee shown on 10a
JOAQUIN LEON, DEPUTY CITY TREASURER
323-683-8811 x365
Tyne of Issue (enter the issue price). See the instructions and attach schedule.
11 Education . . . . . . . . . . . ..
11
12
12 Health and hospital . . . . . . . . . . . .
13
13 Transportation . . . . . . . . . . . . . . . . . . . . . . .
14
14 Public safety . . . . . . . . . . . . . . . .
15
15 Environment (including sewage bonds) . . . . . . . . . . . . . . .
16
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . .
17
17 Utilities . . . . . . . . . . . . . .
18
18 Other. Describe P
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 . . > �✓
,e �n
,#1
J�4`' < ?,", % ,
jr",y,gzFSze'1
Description of Obligations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
Ic) Staled redemption
price at maturity
(d) Weighted
avern9e maturity
(a) Yield
21
7124/2025
1,321,836.491.NIA
10 years
3.39
GM
11 Uses of Proceeds of Bond Issue jincluding underwriters' discount
N A
22 Proceeds used for accrued interest . . . . . . . . . . . . . .
22
23
23 Issue price of entire Issue (enter amount from line 21, column (b)) . .
25 Proceeds used for credit enhancement . . . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . k2a
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
°�f4Yfe'.
�,;,�•a
,t
ry
�,ti„Gs
,
29
29 'Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . .
30
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
JIM Description of Refunded Bonds Complete this part only for refunding bonds. NIA
31 Enter the remaining weighted average maturity of the. bonds to be currently refunded . . . . ® years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called (MM/DDNYYY) . . . . . . 0-
34 Enter the date(s) the refunded bonds were issued 0- (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate Instructions. Cat, No. 63773S Form 8038-G (Rev. 9-2ol1)
Form 8038.G (Rev. 9-201
2
35
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) , . , . 35
36a
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract ma's
(GIC) (see Instructions) ... . . . . . .. . . . . . . . . 36a
b
Enter the final maturity date of the GIC ► x!'
c
Enter the name of the GIC 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 . . . . . . . . . . . . . . . . . . . . . . . . 37
38a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ 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 ►
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)(III) (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 ► ❑ and enter the following Information:
b
Name of hedge provider ►
c
Type of hedge ►
d
Term of hedge ►
42
If the issuer has superintegrated 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 written procedures to monitor the requirements of section 148, check box . . . . . ►
❑
45a
If some portion of the proceedswas2used to "reimburse expenditures, check here► ❑ and enter the amount
of reimbursement . . . . , . . . . ►
b
Enter the date the official Intent was adopted ►
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and holler, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and /tees this relr n to the person t f have *zed ehove. III ��
Consent �I'f`r•�- WILLIAM F. FOX, FINANCE DIRECTOR
Signature of issuer's authorized reprosanlat)Z0 Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Data Chock ❑ p PRIM
Preparer self-employed
Use Only Flrm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-G (Rev. 9-2011)
FULLY EXECUTED AGREEMENT
E05
MASTER LEASE - PURCHASE AGREEMENT
Dated as of July 24, 2015
This Master Lease -Purchase Agreement together with all addenda, riders and attachments
hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is
made and entered by and between Oshkosh Capital ("Lessor") and the Lessee identified below
("Lessee").
LESSEE: City of Vernon
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule
signed from time to time by Lessee and Lessor.
2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular
and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by
Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as
the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that
each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms
and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule,
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature
whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term")
commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof
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 the Lease.
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the
times as set forth in the Schedule A-1 attached to the Schedule ("Rent Payments"). A portion of each
Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent
Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of
Lessor (or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum
amount allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN
MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL
NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT
FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
F_C1 V
AUG l ►� �015
- 2 - ov CLERKS FICE
E05
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the
location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee.
Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in
the Schedule.
5.2 Lessee shall accept Equipment 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 signs and delivers a Schedule and if all Funding Conditions have been satisfied in
full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price") to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions
established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the
following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default
shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the
"Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any
Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of
Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code
(UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duly authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS
Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information
previously identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted
the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the
fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each
fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to
make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases
shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent
Payments or other payments due under a Lease and if other funds are not available for such payments,
then a "Non -Appropriation Event" shall be deemed to have occurred. If a Non -Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non -Appropriation Event and provide
written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return
to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return
Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise
available, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the affected
Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under a Lease.
7. NO WARRANTY BY LESSOR. The Equipment is sold "AS IS". LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT
THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR
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DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE
FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE
AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties,
express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)
all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (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 made by any manufacturer or Supplier or any representative of said parties shall not be
binding upon Lessor.
8. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such
Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and
all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to
evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
(UCC) financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other
amounts due and payable under all present and future Leases and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising) of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be
deemed to be affixed or attached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and
maintain all Equipment in good condition and working order, in accordance with 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 Equipment; and (b) use and operate all Equipment in a careful manner
in the normal course of its operations and only for the purposes for which it was designed in accordance
with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or
other service for any Equipment will be provided by Lessor. Lessee will not make any alterations,
additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent
unless the Improvements may be readily removed without damage to the operation, value or utility of
such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
shall automatically become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
permanent base will not be changed from, the Location without Lessor's prior written consent which will
not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or
elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES
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12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under
its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than
Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon
any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when
due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such
Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present
and future taxes, levies, duties, assessments or other governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property
taxes, and (b) interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall
relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under
any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section
13.
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the
same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair
("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in
the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less
than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or
losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of
any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions, expenses (including attorney's fees), damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks
of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable
to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not
include the payment of any premium for any liability insurance coverage for bodily injury and/or property
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
satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
property of others relating in any way to any Equipment. Proceeds of any such public liability or property
insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof.
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Each insurance policy will require that the insurer give Lessor at least 30 days prior written 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 Lessee. The insurance maintained by Lessee shall be
primary without any right of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as
there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than
all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS -IS, WHERE -IS," without representation or warranty by Lessor, express or implied, except
for a representation that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its
Equipment, Lessee hereby represents and warrants to Lessor that..
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
binding obligation of Lessee, enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
open meeting, public bidding and property acquisition laws) and all applicable judgments and court
orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not
result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature
which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease;
and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code,
and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the
Code, as the same may be amended from time to time, and such compliance shall include, but not be
limited to, keeping a complete and accurate record of any assignments of any Lease and executing and
filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information
statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease
to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
income taxation purposes under the Code.
(d) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) 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 Lessor may not exclude the interest component of
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any Rent Payment under a Tax -Exempt Lease from federal gross income because Lessee breached a
covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies
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 imposed on the interest component of all Rent Payments under such Tax -Exempt Lease due
through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will
restore to Lessor the same after-tax yield on the transaction evidenced by such Tax -Exempt Lease
(assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not
been lost. Additionally, Lessee agrees that upon the occurrence of such an event with respect to a
Tax -Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in
such amount as will maintain such after-tax yield to Lessor. Lessor's determination of the amount
necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent
manifest error). Notwithstanding anything in a Tax -Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available
Funds.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise
dispose of, any Lease or any Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or
may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at
any time. Any such assignee or lien holder (an "Assignee") shall have all of the rights of Lessor under the
applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in
writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under
the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. Lessee shall keep a
complete and accurate record of all such assignments in the form necessary to comply with Section
149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in
Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the
Assigned Leases and to exclude the obligations of Lessee under any Non -Assigned Leases; (b) said
Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -Assigned
Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to
the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an
Assignee pursuant to a written agreement; and "Non -Assigned Leases" means all Leases excluding the
Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or
more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent
Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any
such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe
any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any
other covenant, condition or agreement to be performed or observed by it under the Lease and such
failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any
statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee
pursuant thereto or in connection therewith proves at any time to have been false, misleading or
erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
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assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or
similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is
filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, 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 fiscal
year in effect when the default occurs together with interest on such amounts at the highest lawful rate
from the date of Lessor's demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth
in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
upon the premises where any Equipment is located and repossess such Equipment without demand or
notice, without any court order or other process of law and without 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 retain
the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the
applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of
Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-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 limitation, any attorney fees and expenses and any
costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or 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 thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any
termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
expense and risk, immediately de -install, disassemble, pack, crate, insure and return the Equipment to
Lessor (all in accordance with 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 Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is
returned as required above, all terms of the applicable Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
Lessee's interest in such Equipment.
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22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of the lessee (The
"State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally
delivered or mailed by certified mail to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been
received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business
day if sent by overnight courier, or on the day of delivery if delivered personally.
24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their
completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. To the extent permitted by
law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders,
affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or
connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b)
any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c)
any claims of alleged breach by Lessee of this Master Lease or any related document. "Claims" means
all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions
and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful
attorney -in -fact (with full power of substitution) to prepare any instrument, certificate of title or financing
statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign
Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper
location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or
drafts for loss, theft, damage or destruction to the Equipment under any insurance.
25. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each
advance of proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of
this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been
terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i)
is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or
control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any Lease
will not be used to fund any operations in, finance any investments 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 Compliance Authority; (c) the funds used to repay any Lease are not derived from any
unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in
any dealings or transactions prohibited by, any laws of the United States, including but not limited to any
Anti -Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon
the occurrence of a Reportable Compliance Event.
As used herein: "Anti -Terrorism Laws" means any laws relating to terrorism, trade sanctions
programs and embargoes, import/export licensing, money laundering, or bribery, all as amended,
supplemented or replaced from time to time; "Compliance Authority" means each and all of the (a) U.S.
Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes
Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S.
Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S.
Justice Department, and (g) U.S. Securities and Exchange Commission; "Covered Entity" means Lessee,
its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all
brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any
Lease; "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 -Terrorism Law or any predicate crime to any Anti -
Terrorism Law, or self -discovers facts or circumstances implicating any aspect of its 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, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including
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but not limited to the blocking of property or rejection of transactions), under any order or directive of any
Compliance Authority or otherwise subject to, or specially designated under, any sanctions program
maintained by any Compliance Authority.
26. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify and record information that identifies each lessee that opens an
account. What this means: when Lessee opens an account, Lessor will ask for the business name,
business address, taxpayer identifying number and other information that will allow Lessor to identify
Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need
to ask for identifying information and documentation relating to certain individuals associated with the
business or organization.
27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience
of reference only and do not define or limit the scope of any provision of any Lease.
28. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in
several counterparts, each of which shall be deemed an original, but all of which shall be deemed one
instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other
counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be
created through transfer and possession only of the counterpart marked "Lessor's Original."
29. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached
thereto and made a part hereof and other attachments thereto, 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 such Lease shall not be modified,
amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of
any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of the Lease.
30. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty
tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a
highway within California, the heavy-duty tractor must be compliant with sections 95300-95312, title 17,
California Code of Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty
tractor is compliant. The regulations may require this heavy-duty tractor to have low -rolling -resistance
tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to
current or future use in California, or may entirely prohibit use of this tractor in California if it is a model
year 2011 or later tractor and is not a U.S. EPA SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box -type trailer
understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway
within California, the box -type trailer must be compliant with sections 95300-95312, title 17, California
Code of Regulations, and that it is the responsibility of the Lessee to ensure this box -type trailer is
compliant. The regulations may require this trailer to have low -rolling -resistance tires and aerodynamic
technologies that are U.S. Environmental Protection Agency SmartWay Verified Technologies prior to
current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee
from modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California Heavy -
Duty Vehicle Greenhouse Gas Emission Reduction Regulation.
31. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to
Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact
Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee
individual accounts or business accounts for which Lessee is a contact, at such numbers using any
means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other
wireless phone number, or leaving prerecorded messages or sending text messages, even if charges
-10-
may be incurred for the calls or text messages.
monitored or recorded by Lessor.
City of Vernon
("Lessee"
Title: W• Michael McCormick, Mayor
4305 Santa Fe Ave
Vernon, CA 90058
Attest:
Mari E. Ayala, (' Clerk
APPROVF, AS TO FORM:
r c /I
Brian "un, Deputy ity Attorney
E05
Lessee consents that any phone call with Lessor may be
-11-
Oshkosh Capital
("Lessor")
By:
Title
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
E28
LEASE SCHEDULE NO. 191184000
Dated As Of July 24, 2015
This Lease Schedule (this "Schedule") is attached and made a part of the Master Lease -Purchase
Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto,
executed by Lessee and Lessor (the "Lease"). Unless otherwise defined herein, capitalized terms will have the
same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are
incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and
this Schedule. the terms of this Schedule shall control.
Master Lease -Purchase Agreement dated July 24, 2015
EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the
commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1
attached to this Lease Schedule.
3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the
full Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if
funds are appropriated in each fiscal year by its governing body.
4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD
WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND
SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS,
WHERE IS", AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED
TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS
NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND
THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS
TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
6. RE -AFFIRMATION OF THE MASTER LEASE -PURCHASE AGREEMENT. Lessee hereby re -affirms all of
its representations, warranties and obligations under the Master Lease Purchase Agreement (including,
without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its
representations in Section 6.1 and 16 thereof).
City of Vernon
("Lessee")
By
Title: W. Michael McCormick, Mayor
Oshkosh Capital
("Lessor")
By: �c�yL�-o•— Cti�
Title:
Atte t: Approved as to F rm:
Maria . Ayala, Ci Clerk Brian B n, Deputy City Attorney
E28
Schedule A-1
EQUIPMENT LOCATION & DESCRIPTION:
City of Vernon
4305 S. Santa Fe Ave
Vernon CA 90058
Los Angeles County
2800 S. Soto Street
Vernon, CA 90058
2016 Pierce PUC Triple Combinatin Pumper VIN#
2016 Pierce PUC Triple Combinatin Pumper VIN#
2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date:
(b) Amount Financed:
i. Equipment Purchase Price
Sales Tax
ii. Purchase Price Dedution
Prepay Discounts
Performance Bond
Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions)
July 24, 2015
$1,263,243.00
$108,827.82
$0.00
$54, 024.00
$3, 789.67
$1,321,836.49
E28
(c) Payment Schedule:
Accrual Date: July 24, 2015
Rent Payment
Rent Payment
Rent Payment
Interest
Principal Portion
Termination
Number
Date
Amount
Portion
Value
1
7/24/2016
158,059.45
44,810.26
113,249.19
1,244,844.92
2
7/24/2017
158,059.45
40,971.11
117,088.34
1,124,243.93
3
7/24/2018
158,059.45
37,001.82
121,057.63
999,554.57
4
7/24/2019
158,059.45
32,897.96
125,161.49
870,638.24
5
7/24/2020
158,059.45
28,654.99
129,404.46
737,351.64
6
7/24/2021
158,059.45
24,268.18
133,791.27
599,546.63
7
7/24/2022
158,059.45
19,732.65
138,326.80
457,070.03
8
7/24/2023
158,059.45
15,043.37
143,016.08
309,763.47
9
7/24/2024
158,059.45
10,195.13
147,864.32
157,463.22
10
7/24/2025
158,059.45
5,182.54
152,876.91
1.00
City of Vernon
("Lessee")
By:'!i�il,�fu�
t:
Maria E Ayala, City rk
APPROV D A TO FORM:
Brian Byun, Deputy Ci Attorneys
Oshkosh Capital
("Lessor")
By: M
Title: �
E28
VEHICLE SCHEDULE ADDENDUM
Dated As Of July 24, 2015
Lease Schedule No. 191184000 Dated July 24, 2015
Lessee: City of Vernon
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease -Purchase
Agreement identified in the Lease Schedule (`Master Lease") by and between Oshkosh Capital (`Lessor")
and the above Lessee ('Lessee"). This Addendum amends and modifies the terms and conditions of the
Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease shall have the same meaning when used herein.
NOW THEREFORE, as part of the valuable consideration to induce the execution of the
Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under
applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted
by law,
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the
first and sole lien on or security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of the paragraph titled
"Insurance in the Master Lease shall be in an amount not less than $1,000,000.00 per person insured and
$2,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a
bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be
reasonably required by Lessor) and $1,000,000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to
operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents
of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as
required by applicable State law with Lessor noted as lien holder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor,
the Schedule remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Vernon
(`Lessee")
Title: W. Michael McCormick, Mayor
Atte tJEAyala,
— -,
Maria City erk
Approved as to Form:
Brian Byun, Deputy ity Attorney
Oshkosh Capital
(`Lessor")
By:
Title: �nUYLJJ ►V�aG(�`
a►` t"A
:1
RESOLUTION NO. 2015-51
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MASTER LEASE PURCHASE AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND OSHKOSH CAPITAL FOR TWO 2016
PIERCE PUC TRIPLE COMBINATION PUMPERS
WHEREAS, the City of Vernon (the "City"), is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, pursuant to applicable law, the City is authorized
to acquire, dispose of and encumber real and personal property,
including, without limitation, rights and interest in property, leases
and easements necessary to the functions or operations of the City;
and
WHEREAS, by memorandum dated August 4, 2015, the Fire Chief
has recommended the approval of a Master Lease Purchase Agreement (the
"Agreement"), for an amount -not -to exceed $1,321,836.49, with Oshkosh
Capital for two 2016 Pierce PUC Triple Combination Pumpers, to be
supplied from Pierce Manufacturing Inc., a subsidiary company of
Oshkosh Capital, to replace two current engines that were purchased in
1989 and no longer meet the needs of the Fire Department; and
WHEREAS, the City Council of the City of Vernon desires to
approve the Agreement with Oshkosh Capital.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt from California Environmental Quality Act
("CEQA") review, because it is an administrative purchasing activity
that will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a "project" as defined
by CEQA Guidelines section 15378. Furthermore, even if it were a
project, because such activity will not have any effect on the
environment, this action would be exempt from CEQA review pursuant to
CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only
applies to projects that may have an effect on the environment.
SECTION 3: The City Council of the City of Vernon hereby
approves the Master Lease Purchase Agreement with Oshkosh Capital, in
substantially the same form as the copy which is attached hereto as
Exhibit A.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any non -substantive changes to the Agreement attached herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or the Deputy City Clerk, to send a fully
executed Agreement to Oshkosh Capital.
- 2 -
SECTION 7: The City Clerk, or Deputy City Clerk, of the
City of Vernon shall certify to the passage, approval and adoption of
this resolution, and the City Clerk, or Deputy City Clerk, of the City
of Vernon shall cause this resolution and the City Clerk's, or Deputy
City Clerk's, certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 4th day of August, 2015.
ATTEST:
Ana Barci
,C-i-ty—ele-r-k- / Deputy City Clerk
APPROVED AS TO FORM:
-0 � i
Brian Byun, Dep y City Attorney
- 3 -
r
Name: W. Michael McCormick.
Title: Mayor /.... ay Pro --Tear~"
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Ana Barci . C-}t--y--G-lre-rk? / Deputy City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 2015-51, was duly passed, approved and adopted by the
City Council of the City of Vernon at a regular meeting of the City
Council duly held on Tuesday, August 4, 2015, and thereafter was duly
signed by the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this 6.r day of August, 2015, at Vernon, California.
(SEAL)
- 4 -
An Harc
Ca-t-y-C-1 Deputy City Clerk
E24
CERTIFICATE OF INCUMBENCY
Lessee: City of Vernon
Lease Schedule No.: 191184000 Dated: July 24, 2015
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
W. Michael McCormick Mayor
��``�
Name Title Signature
Name Title Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such
Lessee as of the date set forth below.
[SEAL]
Signatur of Secre aryl�qElrk of Lessee
Print Name: Maria E. Ayala
'tie: City Clerk
Date: 2,0
of
rAiWiL tTtloj
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Date: July 27, 2015
Lessee: City of Vernon
Lessor: Oshkosh Capital
Re: Lease Schedule No. 191184000 dated July 24, 2015, together with its Master Lease -Purchase
Agreement dated July 24, 2015, by and between the above -named Lessee and the above -named
Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease -Purchase Agreement and
all other agreements described above or related thereto (collectively, the "Agreements") and various related matters,
and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents
as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of California (the "State") duly organized, existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved, and
executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee
enforceable in accordance with its terms, except to the extent limited by State and Federal law affecting creditor's
remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the
enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to
the transactions contemplated thereby have been performed in accordance with all applicable Local, State and
Federal laws (including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative
agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its
officers; the proper authorization; approval and execution of any of the Agreements or any documents relating
thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the
ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated
thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of
1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
C
Brian un, Deputy C' y Attorney
•1
E Ccfusivefy Industriaf
I01
INSURANCE COVERAGE DISCLOSURE
Oshkosh Capital, LESSOR
City of Vernon , LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease Schedule ("Schedule") to the Master Lease -Purchase Agreement
identified in the Lease Schedule ("Master Lease"), Lessee certifies that it has instructed the insurance
agent named below (please fill in name, address, and telephone number):
[-NIT 1 p"�
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss Payee.
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital and/or its
assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to Oshkosh Capital, 155 East Broad Street, 64-B230-05-7,
Columbus, OH 43215, prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the
Agreement, that it is lawfully self -insured for: (check to indicate coverage)
a. All risk, physical damage in the amount specified in 1(a) above.
b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a signed letter describing self-insurance.
LESSEE: City of ernon
-� D
By. V � V ! � ` r a�� Title: D OK
I
I of er
ty tilttt
�G
•��77 M�
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 27, 2015
Cheryl Kennedy
Oshkosh Capital
155 East Broad Street
Locator: B4-B230-05-07
Columbus, Ohio 43215
Dear Ms. Kennedy:
Subject: Master Lease — Purchase of Two Pierce PUC Triple Combination Pumpers
The City of Vernon ("City"), a municipal corporation of the State of California, certifies that it is
self -insured for general liability ($2,000,000), automobile liability ($2,000,000) and workers'
compensation liability ($2,000,000). The City warrants that the limits of its self-insurance
coverage meet or exceed the requirements and obligations as set for the, and to the extent
permitted, by State law.
In addition the City maintains excess liability and excess workers' compensation coverage
through various insurance companies.
The City of Vernon, will maintain its program of insurance for the benefit of the Oshkosh
Capital Company as it relates to the purchase of two Pierce PUC triple combination pumpers
throughout the duration of the Lease -Purchase Agreement and related lease schedule.
Respectfully submitted,
William Fox,
Director of Finance
Excfusivefy In6striaf
M
INSURANCE INFORMATION
Please provide the following information to your insurance company to help
expedite receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• Oshkosh Capital must be named Loss Payee and Additional Insured
• 30 Days Notice of Cancellation
• Not Less than $2,000,000.00 limits on liability
• Certificate must reflect a short equipment description
• Certificate must reflect an expiration date
Certificate Holder Information:
Oshkosh Capital, its successors and/or all assigns
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please send a FAX copy of certificate to Cheryl Kennedy at 1-800-678-0602.
The original should be mailed to the same at:
Oshkosh Capital
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please call Cheryl Kennedy at 1-800-820-9041, ext. 4, if you have any questions.
E28
THREE PARTY AGREEMENT
Dated as of July 24, 2015
"Lessee" means City of Vernon
"Schedule" means Lease Schedule No. 191184000 Dated July 24, 2015, together with its Schedule A-1
Reference is made to the Lease Schedule ("Schedule") and to the Master Lease -Purchase
Agreement ("Master Lease") identified in said Lease Schedule, described above between Oshkosh
Capital ("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1
to the Lease Schedule attached therein ("Equipment") to be supplied by Pierce Manufacturing Inc.
("Supplier'). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee.
Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that
the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by
Lessee for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery
and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in
said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price:
$1,263,243.00
Sales Tax:
$108,827.82
Performance Bond
$3,789.67
Vendor Discounts:
$54.024.00
Advance Payment Date:
July 24, 2015
3_ Upon execution of the Lease Schedule and delivery of all documents relating thereto required by
Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it
shall pay the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that
the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in
the Lease Schedule notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0.00
Amount Financed: $1,321,836.49
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery
Date set forth below.
Anticipated Delivery Date: June 24, 2016
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside
Delivery Date set forth below and that such Equipment shall comply with all specifications and
requirements of Lessee and with the terms and conditions of any purchase order/purchase
agreement relating thereto.
Outside Delivery Date. August 24, 2016
5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph
4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the "Delayed
E28
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1 %)
per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor for the
Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment, and
(c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street
Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the
Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant
to subparagraph 4(b) of this Agreement. The new payment obligation will be determined based on the
amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of
the date of Lease commencement.
6. If Supplier makes the payments described in paragraph 5 above for the Delayed Equipment under
the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under
the Lease Schedule as of such payment date for the Delayed Equipment, then Lessee and Lessor agree
that the Lease Schedule shall terminate as of the date of such payments by Supplier as to the Delayed
Equipment only. Lessee's obligations shall continue unabated for the Equipment that was delivered
pursuant to subparagraph 4(b) of this Agreement.
7. Supplier agrees that a Performance Bond will be issued which names the Supplier as Principal, the
Lessee as Obligee and the Lessor as Additional Obligee. This Performance Bond will apply solely to the
terms and conditions of the purchase order/purchase agreement, including related equipment
specifications and warranties, as issued by the lessee and accepted by the Supplier. The "Contract
Date" referred to in the Performance Bond shall be the date of the Three Party Agreement. Except as
expressly set forth herein, the Lease Schedule and the terms and conditions of the purchase
order/purchase agreement for the equipment remain unchanged and in full force and effect.
8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby
execute and deliver this Agreement as of the date first written above.
City of Vernon
("Lessee")
B X—ow—
Title: W. Michael McCormick, Mayor
Pierce Manufacturing Inc.
("Supplier")
By:
Title:
City of Vernon
t:
Maria E Ayala, City Cl
Approved as to Form:
Oshkosh Capital
("Lessor')
By:
Title:
Brian Byun, Deput�ity Attorney
Jul. 1 2015 B:47AM PNC Bank No.5956 P. 1
see
Tlir',ZEE PARTY AGREEMENT
,a
Dated as of JuN 24, 2015
OLessee" means City of Veman
a3cheduiek means Lease Schedule No. 191164DQQ Dated Juiy 24. 2015, together with its Schedule A-1.
Refareno* is made to the Lease Schedule ("Schedule') and to the taster Lease -Purchase
Agreement ("Master Lease") identified in said Lease Schedule, described above between Oshkosh
Capital ("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1
to the Lease Schedule attacbed therein ('Equipmenn to b; supplied by Pieme Manufacturing Inc.
('Supplier'), For good and valuable consideration, receipt of which is hereby acknowledged, Lessee,
Lessor and Supplier hereby agree as hllow
1. Notwithstanaing anything to the contrary in the Luse Schadule, Lessor hereby notifies Lessor that
the Equipment has not yet been delivered to Lessee and the Equipment has not yet been a= opted by
Lessee for purposes of the Lease Schedule. Lessee agrees to exe;ute and deliver to Lessor a Dervery
and Acceptance Certificate in the form at'sched hereto as Exhibit A capon the cim..umstances set forth in
said Ce-3ficatn.
2_ All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth beimA�
Purchase Prime:
$1.263,243.00
Safes Tam
$108.627.E2
Perfwmanm Bond
$3,789-67
Vendor Discounts:
$54.024.00
Advance Payment Date:
July 24, 2015
3. Upon exertion of the Lease Schedule and delivery of all d=ments relating thereto required by
Lessor, Lessee agrees that i shall pay the Lessee Down Payment stated below and Lessor agrees that it
shall pay the balance of the Purchase Price (the Amount Fnancgd") stated below. Lessee agrees that
the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in
the Lease Schedule notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $o_Do
Trade In: $o.M
Amount Financed: $1.321,835.49
4. (a) Supplier anficipafFs that it shall delver the Equipment to Lessee by the Anticipated Delivery
Date set forth below.
Anticipated Delivery Dates June 24. 2016
(b) Supplier hereby agrees that it shaft deliver the Equipment to Lessee no later than the Outside
Delivery Bate set forth below and that such Equipment shall comply with all spa..cifi,,;afions and
requirements of Lessee and with the terms and mriddions of any purchase orderipurchase
agreement relating thereto.
Outside Delivery Date: August 24, 2016
5. If for any reason whatsoever Supplier fails to comply with itc agreements set forth in subparagraph
;i 44b) of this Agreement by the Outside Delivery Dam for any pie;^r of Equipment (the "Delayed
3
Li' 16 rS r!i'v iGiA
(a) On the ft, busrfe s day at°1" v to aiside may€: Data, Su; ria-7 ahan :,?t3 Les -see the � S�
Dcmm P yrnani sw tie flayed So uiprnerli phis Sn ast at tie rr a w pf �s one pr ;It ; `°lej
:,w am r'um from the v,r!Ce C ay7mant 0,a b the d3t.- Cff sump p2ma r;
{bj 3n the first business day afLar "Pl e DLtizica Da-Fivary Ds.—t-, SuppCisr shall pay b Lec-504 for the
De aya f Equiprr rent the Arnount Firan:ad plus iniarest at tie Prime Rate plus ons p5ment
Par anin t n fl-rom the kdvar.=- Payment Late b the dam of s:3--h paymBrit and
kcj "Prime Rem' means to pima rate 3f ' n-arest as putdished from a:,ta to time in the Wall Street
JOLIM, al.
If there is rrror Stan one piece of Equipment sub e-f to the Lie, and scare csf the ctui:) a.It is
delivered in a=*rdanw with subparagra;ih 4(b) of this Agreement the payments owed pinvsant to iRhe
Luse shall be rriodfbed b re3`lec�t only the obligations due on tie Equipment bat was dalkrer d pursuant
to subparagraph A(b) of this Agreement 7ma riew peyrne,-3f ob5gafion will be detwmired b2sed an the
arnount f; :arrceri br the Equipment delhiered to the L.,ss�--a, and baaad on the interest Sate in of act as c `
the Gate of Least mramea e ent
f.. If Supplier makes the payrn" described ifr pwasgiraph S above for the Da-!2y--d Equipment under
the cjrcurr nc .s set fotr above and if Lessee has atha*se paid and per wmi ad hs obligations undwF .
the LM-aSn Schedule as of vu,-.,h payrnrnt date f.)r the Delayed Eguip€sient than Layszr and Lassnr ag,--
that the Lease Scheduite ati -'`urinate as of the -fate of such payTnertts by Supplier as to the Delayed
Equipment Manly. Lessee's abli-gabons shall continue =lrbated for the Equipment tat was Vellvared
pursuant to subpara -, aph 4(b) of this Agreernarit,
i. Supplier agrees that a Performance Sond will be lssued Which names the Supplier as Principal, time
Less-- as Obf`►gee and. the Lesx as Additional 4blgee. This Pe; Iorrnance Bond *rill apply sc ely to be
terTt`ts and conditions of the purd�se crrderipurchase agreement; in:3udrng retated equipnsnt
speclfcaflons and %A arrantes, as issued by the lasses and acopapf--d by fhe Supprrar_ T he won
Cate" rariad is in the Perforriance Bond shA be the ;date of the Three Party Agreement Except as
expressly set forth herein, the Lease Schedule and the fs:-rns and conditions of the purch-?
orderfpurchase agreement, for the equipment re-nain unrEtanged and in furl bme and effect
-5. Egypt as ressty set forth herein, the Lease Schedule .and terms and mr6ifions of tfte purchase
WderIpurchase agreernard for the Equipment remain unchanged and in lull force and ar �a
Ifni V-41WE,SS WHEREOF, the duly autfaoriz—A offrcars of the parrs set fad bsbw hereby
exec ie and deliver this Agreement as of the data first wrtften above,
City of Verr ion
M e')
By:.
TrtiE
Pie Manufaciurinz in:.
BY-
Yi
f
7_
Qs KOS ^l Capflal
�rLess3ar=j
By.
TIde,
OSHKOSH CAPITAL
INFORMATION REQUEST
LESSEE NAME: City of Vernon
FEDERAL TAX I.D. # 95-6000808
BILLING ADDRESS:
William F. Fox
Billing Contact
4305 Santa Fe Avenue
Street Address or Post Office Box
Vernon, CA 90058
City, State and Zip
323-583-8811 x849 323-826-1491
Phone Number Fax Number
wfox@ci.vernon.ca.us
Email Address
PHYSICAL ADDRESS (IF DIFFERENT):
Street Address or Post Office Box
City, State and Zip
Require Board Approval for Payments? X Yes No
Board Meeting Date? 1st & 3rd Tuesdays of every month
Require signed vouchers for payments? X Yes No
We typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do you foresee any problem
that would prevent the payment from being received on or before the due date?
Yes x No
Please list any special instructions below:
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720
► See separate instructions.
Department of the Treasury Internal Revenue Service Caution: If the issue price is under $100,000, use Form 8038-GC.
■iPreTE Renortina Authoritv If Amended Return. check here ► n
1 Issuer's name
2 Issuer's employer identification number (EIN)
CITY OF VERNON
95-6000808
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
WILLIAM F. FOX
323-583-8811 x849
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
5 Report number (For IRS Use Only)
4305 SANTA FE AVENUE
131'
6 City, town, or post office, state, and ZIP code
7 Date of issue
VERNON, CA 90058
7/24/2015
8 Name of issue
9 CUSIP number
LEASE SCHEDULE NO. 191184000
NONE
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
JOAQUIN LEON, DEPUTY CITY TREASURER
323-583-8811 x365
■!AT:111■ Tvne of Issue (enter the issue nricel. See the instructions and attach schedule.
11
12
13
14
15
16
17
18
19
20
Education . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe ►
If obligations are TANS or RANs, check only box 19a . . . . . . . . .
If obligations are BANS, check only box 19b . . . . . . . . . . . .
If obligations are in the form of a lease or installment sale, check box . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . ► ❑
. . . . ► ❑
. . . . ► 21
11
12
13
14
15
16
17
18
Description of Obli ations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
7/2412025
1,321,836.49
N/A
10 years
3.39 %
Uses of Proceeds of Bona Issue (incluaing unaerwrixers• alscounl<
N A
22
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
22
23
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . . 24
25
Proceeds used for credit enhancement . . . . . . . . . . . . 25
26
Proceeds allocated to reasonably required reserve or replacement fund . 26
27
Proceeds used to currently refund prior issues . . . . . . . . . 27
28
Proceeds used to advance refund prior issues . . . . . . . . . 28
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .
29
30
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
Description of Refunded Bonds. Complete this part only for refunding bonds.
N/A
31
Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ►
years
32
Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ►
years
33
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ►
34
Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-2011) Page 2
FMM
Miscellaneous
35
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b
Enter the final maturity date of the GIC ►
c
Enter the name of the GIC 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 . . . . . . . . . . . . . . . . . . . . . . . . 37
38a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ 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 Po-
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)(13)(i)(III) (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 ► ❑ and enter the following information:
b
Name of hedge provider Do-
c
Type of hedge ►
d
Term of hedge ►
42
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ►
❑
43
If the issuer has established written procedures to ensure that all nonqualified 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 written procedures to monitor the requirements of section 148, check box . . . . . ►
❑
45a
If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b
Enter the date the official intent was adopted Do -
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and process this rat t the arson t I have ed above.
P P
Consent ' -q ' WILLIAM F. FOX, FINANCE DIRECTOR
Signature of issuer's authorized representat' a Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
self-employed
Preparer
Use Only Firm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-G (Rev. 9-2011)
• •;�•+,, p�
CITY OF VERNON
4305 SANTA FE AVE
VERNON, CA 90058
(323) 583-8811
VENDOR: 001364
PIERCE MANUFACTURING, INC.
2600 AMERICAN DR.
APPLETON, WI 54912
FOB Point: DESTINATION
Terms: Net 30 Days
Req Del Date:
Contract No:
Special Inst:
Page 1 / 1
PURCHASE ORDER
DATE 9 1PO NUMBER
7/28/2015 011.0010896
SHIP TO: CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
WAREHOUSE CLOSED ON FRIDAYS
Req. No: 0012305
Dept: FIRE
Contact: Jose
Confirming? NO
Quantity
Unit
Description
Unit Price
Ext. Price
2.00
ea
Triple Combination Pumper
604,599.00000
1,209,198.00
100% Prepayment Discount (27,012.00)
Fire Dept. Contingency - $2,500.00
2.00
ea
Performance Bond
1,894.83000
3,789.66
2.00
ea
California Tire Fee
10.50000
21.00
PLEASE INVOICE IN DUPLICATE - PO NUMBER MUSTAPPEAR ON ALL SHIPMENTS AND INVOICES SUBTOTAL
1,213,008.66
108,827.82
BILL TO: CITY OF VERNON TAX
0.00
ATTN: ACCOUNTS PAYABLE OR EMAIL TO: INVOICES@CI.VERNON.CA.US FREIGHT
1,321,836.48
4305 SANTA FE AVE TOTAL
VERNON CA 90058
Account Number Amount Account Number Amount
VENDOR COPY Authorize ignature
TERMS AND CONDITIONS OF PURCHASE ORDERICONTRACT - CITY OF VERNON
This is a government contract. The terms are not changed by any words added by Contractor, nor superseded because of any form used by Contractor in the course of business. Any
change in terms must be agreed to by an authorized representative of the City, in writing. Acceptance by the City of goods, materials or services is not an acceptance of Contractor's
other terms.
1. Contractor agrees to furnish the materials or services described in the Purchase Order /Contract to which this is attached and subject to all terms and conditions of the Purchase
Order/Contract, this Attachment to the Purchase Order/Contract and all other attachments hereto.
2. Contractor agrees to submit all invoices in duplicate to the address indicated on the Purchase Order/Contract.
3. Contractor agrees to invoice at net prices without federal excise tax or federal fuel tax.
4. Contractor agrees to show on all invoices the name of the department to which goods or services were furnished, and whether the invoice covers complete or partial delivery or
performance, the Purchase Order/Contract number and any applicable cash discount.
5. Contractor agrees to prepay transportation charges and show them separately on all invoices.
6. Contractor agrees to show applicable sales or use tax as separate items on all invoices.
7. Title to all materials furnished under the Purchase Order/Contract shall pass to the City upon delivery and loading of merchandise at the F O.B. point designated in the Purchase
Order/Contract.
8. Any item ordered on the face hereof that is listed in the Safety Orders of the California Division of Industrial Safety shall fully comply with the latest revised requirements of said
Safety Orders.
9. All goods, materials and equipment ordered shall, except as otherwise noted in this contract, be delivered in a new and unused condition
10. All automotive equipment delivered to the City shall meet all requirements of the latest revision of the California Vehicle Code and of the Federal Department of Transportation
11. The Contractor shall transfer to the City the manufacturer's warranty or guarantee for each item furnished under this contract. Where applicable, the City shall be named as
owner -beneficiary in any such warranty or guarantee. The Contractor shall ensure that each warranty or guarantee is in full force and effect from the date the City commences
operation and use of the item. All such manufacturers' warranties or guarantees shall be in addition to the Contractor's warranty under this contract. In addition the Contractor
shall warrant that all items provided under this contract are free from defects in materials and workmanship.
The City will notify Contractor of any patent defect. Such notice will be given in writing, if possible, or by the means most practical under the circumstances. If the Contractor fails
to correct the defect or other nonconformity within 10 days after receiving such notice, or more timely in case of emergency demanding immediate action, then the City may make
the necessary replacements or repairs and charge the Contractor the total cost of all labor, materials, equipment and administration. The City may withhold from Contractor an
amount for these costs, if the amount withheld is not sufficient, the City may recover any balance from the Contractor.
12. Prior to the issuance of the Purchase Order/Contract, Contractor may be required to provide to City evidence of insurance. Failure to maintain the required amounts and types of
coverage throughout the duration of services supplied shall constitute a material breach of this contract and shall entitle the City to terminate this contract.
13. Contractor agrees to indemnify, hold harmless, and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the
City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims,
damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part are claimed to result from or to arise out of the
usage or operation, including the malfunctioning of, or, any injury caused by, any product purchased herein; or any acts, errors or omissions (including, without
limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this contract. This
agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and damage to property (including, but without limitation, contract
or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations,
Contractor and its employees or agents, and members of the general public).
14. Contractor shall not perform work on City owned property, and shall not commence work or cause materials to be delivered to the job site, until so authorized in writing by the
Head of the Department (or designee) for whom the work was ordered.
15. Contractor certifies and represents that, during the performance of this contract, the Contractor and each subcontractor shall adhere to equal opportunity employment practices to
assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age,
medical condition or marital status. Contractor further agrees that it will not maintain any segregated facilities.
16. Contractor shall obtain a City Business License under the terms and conditions of Vernon City Code , Sections 5.20, and following, where required.
17. Contractor hereby represents, warrants and certifies that no officer or employee of the Contractor is a director, officer or employee of the City of Vernon, or a member of any
boards, commission or committees, except to the extent permitted by law.
18. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems
necessary to insure it is receiving all money to which it is entitled under the contract and /or is paying the amounts to which Contractor is properly entitled to under the contract or
for other purposes relating to the contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after the termination of the contract. The
Vendor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for
all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for
personnel, salaries, private auditors, travel, lodging, meals and overhead.
19. It is understood that in the performance of any services herein provided, for Contractor shall be, and is, and independent contractor, and is not an agent or employee of City and
shall furnish such services in its own manner and method, except as required by this contract. Further, Contractor has and shall retain the right to exercise full control over the
employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible
for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all
other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that Contractor and any subcontractors, agents or
employees are not entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees
Retirement System benefits, or health, Ile, dental, long-term disability of Workers' Compensation insurance benefits
20. In case of conflict between the terms of this contract and the terms of any other document which is a part of this transaction, the terms of this Purchase Order /Contract shall
strictly prevail.
21. Contractor shall not assign or transfer this contract or any rights hereunder with out the prior written consent of the City which may be withheld in the City's sole discretion. Any
unauthorized assignment of transfer shall be null and void and shall constitute a material breach of Contractor of its obligations under this contract.
22. Time is strictly of the essence of this contract and each and every covenant , term and provision hereof.
23. The City's waiver of any term, condition, breach or default of this contract shall not be considered to be a waiver of any other term, condition, default of breach, not of a
subsequent breach of the one waived.
24. The provisions of Vernon's Living Wage Ordinance, Vernon City Code, Sections 2.131, and following, requires that contractors providing labor or services to the City pay
employees in accordance with the Ordinance. The provisions of California Labor Code Sections 1770, and following, regarding the payment of prevailing wages on public works,
and related regulations, apply to all City Contracts. If Living Wage provisions and Prevailing Wage provisions should both apply, then contractor shall pay the higher of the
applicable wages to the extent required by law.
25. The City reserves the right to cancel any portion of this Purchase Order/Contract at any time prior to the delivery of Goods and Services.
26. This Purchase Order/Contract shall be governed and construed according to the laws of the State of California.
27. This Purchase Order/Contract, including any Exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and
supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral).
28. Additional terms (All additional terms and conditions must be approved as to form by the City Attorney in writing ).
SIGNATURE ROUTING FORM
CONTRACTOR: Oshkosh Captial
CONTRACT PURPOSE: Delivery & Acceptance Certificate
CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP
❑ COMPETITIVE BID & NOTICED INVITATION TO BID
❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED)
❑ SERVICES ❑ MATERIALS ❑ BUDGETED is NOT BUDGETED
TOTAL CONTRACT VALUE: $ n/a Charge Acct. No(s)
Amendment Value $ ❑ Contract is an Amendment to Eden Contract No. (if applicable)
RESPONSIBLE DEPARTMENT PERSON: Bruce K. English PHONE: ext.287
AUTHORIZATION: ® Approved by Council on 07-21-15
(Check one and attach Resolution No. 2015-51 (if applicable)
supporting documentation)
❑ Approved by City Administrator on
❑ Approved by Finance Director on
ROUTING SEQUENCE: (Please Follow In Order) Initials Date
(1) Responsible Department Person Q
Certifies compliance with Competitive Bidding and Purchasing Ordinance, 4J
obtains approval from City Council/City Administrator/Finance Director, and obtains
approval as to form from the City Attorney's Office, assembles two (2) originals of contract,
obtains proper signatures from contractor/consultant pursuant to the signature requirements,
obtains insurance & bond documents, notifies IT to remove related RFP/bid notice from the
City's website (if applicable), enters contract into Eden once routing process is complete.
(2) Liability and Claims 0
Approves insurance and sureties, if bonds required. c�t
(3) Finance (Purchasing)—\ O
Checks compliance with Competitive ing &Living Wa Ordinances 1
and reflected in current budget.
(4) City Attorney
Approves contract as to form.
(5) City Signatory
Signs document on behalf of City.
(6) City Clerk
Attests signatures, numbers and files contract, enters contract documents
(executed contract, supporting documentation, insurance and bonds, etc.) into Laserfiche,
transmits duplicate original to contractor/consultant, notifies Responsible Department Person,
and notifies any "consultant" of duties to file Form 700, if applicable.
Rev. 6/2017
TRANSMITTAL COMMUNICATION
T Of 'VEr•-
s ++s
11
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 19, 2018
Cheryl Kennedy
Oshkosh Capital
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Re: Master Lease -Purchase Agreement — Delivery & Acceptance Certificate
Dear Ms. Kennedy:
Transmitted herewith is a fully executed original Delivery & Acceptance Certificate, as
referenced above, originally approved by City Council on July 21, 2015.
If you have any questions regarding this matter, please call Bruce English at (323) 583-8811 Ext.
287.
Very t your ,
r
Deborah R. Juarez
Records Management Assistant
Enclosures
Bruce English
Purchasing Department
Resolution No. 2015-51
Agreement File No. 15-071
E_,Xclusive� Industriaf
FULLY EXECUTED AGREEMENT
E28
Exhibit A
DELIVERY & ACCEPTANCE CERTIFICATE
Lease Schedule No. 191184000
Reference is made to the above Lease Schedule ("Schedule"), which has been executed and
delivered by the undersigned Lessee ("Lessee") and Oshkosh Capital ("Lessor"). This Certificate amends
and supplements the terms and conditions of the Lease Schedule and is hereby made a part of the Lease
Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease -Purchase
Agreement and the Lease Schedule shall have the same meaning when used herein; provided, that
"Equipment" shall mean the Equipment described in the Schedule A-1 and in any attachment or exhibit to
this Certificate.
Notwithstanding anything to the contrary, expressed or implied, in the Lease Schedule or its
Schedule A-1, Lessee agrees as follows:
1. ACCEPTANCE OF EQUIPMENT. As of the Acceptance Date stated below and as between Lessee
and Lessor, Lessee hereby agrees that: (a) Lessee has received and inspected all Equipment; (b) all
Equipment is in good working order and complies with all purchase orders, contracts and
specifications; (c) Lessee accepts all Equipment for purposes of the Lease "as -is, where -is"; and (d)
Lessee waives any right to revoke such acceptance.
ACCEPTANCE DATE: 09/24/16
2. RENT PAYMENTS. Lessee hereby agrees that Lessee will pay the Rent Payments for the
Equipment in the amounts and on the dates specified in Schedule A-1 to the Lease Schedule.
City of Vernon
("Lessee")
1=-=_
Title: William Davis, Mayor Pro Tempore
Attest:
Maria E. yala, City Clerk
APPROVED AS TO FORM:
Y Bri B Senior Deputy City Attorney
STAFF REPORT
JUN 2 " 2011
�tG•�VfL[ If10v`S
CITY ADMINISTRATION
FIRE DEPARTMENT �� N cV:etA (*-
INTER -DEPARTMENT MEMORANDUM Cev41 {1 r4na` r^V0'z'`1e `f
t�--j IC_0sy. 2D 1 S S I.
t� +o YCIA k>
DATE: June 20, 2018
TO: Carlos Fandino, City Administrator
FROM: Bruce K. English, Fire Chief
RE: Execution of Delivery & Acceptance Certificate
Recommendation
Execution of Delivery & Acceptance Certificate by the Mayor.
Background
On July 21, 2015, City Council approved and authorized the execution of a ten (10) year Lease -
Purchase Agreement with Oshkosh Capital in the amount of $1,321,836.49 for two (2) 2016 Pierce
PUC Triple Combination Pumpers. At the time when the agreement was executed, the Delivery &
Acceptance Certificate, which was included in the signature packet, was not required to be executed
until the pumpers were delivered. Since delivery has now taken place, Oshkosh Capital is requesting
the executed Delivery & Acceptance Certificate.
The Delivery & Acceptance Certificate was reviewed and approved by the City Attorney's
Department.
Thank you
BKE/ar
Enclosures
j-N-_
RESOLUTION NO. 2015-51
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MASTER LEASE PURCHASE AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND OSHKOSH CAPITAL FOR TWO 2016
PIERCE PUC TRIPLE COMBINATION PUMPERS
WHEREAS, the City of Vernon (the "City"), is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, pursuant to applicable law, the City is authorized
to acquire, dispose of and encumber real and personal property,
including, without limitation, rights and interest in property, leases
and easements necessary to the functions or operations of the City;
and
WHEREAS, by memorandum dated August 4, 2015, the Fire Chief
has recommended the approval of a Master Lease Purchase Agreement (the
"Agreement"), for an amount -not -to exceed $1,321,836.49, with Oshkosh
Capital for two 2016 Pierce PUC Triple Combination Pumpers, to be
supplied from Pierce Manufacturing Inc., a subsidiary company of
Oshkosh Capital, to replace two current engines that were purchased in
1989 and no longer meet the needs of the Fire Department; and
WHEREAS, the City Council of the City of Vernon desires to
approve the Agreement with Oshkosh Capital.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt from California Environmental Quality Act
("CEQA") review, because it is an administrative purchasing activity
that will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a "project" as defined
by CEQA Guidelines section 15378. Furthermore, even if it were a
project, because such activity will not have any effect on the
environment, this action would be exempt from CEQA review pursuant to
CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only
applies to projects that may have an effect on the environment.
SECTION 3: The City Council of the City of Vernon hereby
approves the Master Lease Purchase Agreement with Oshkosh Capital, in
substantially the same form as the copy which is attached hereto as
Exhibit A.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any non -substantive changes to the Agreement attached herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or the Deputy City Clerk, to send a fully
executed Agreement to Oshkosh Capital.
- 2 -
SECTION 7: The City Clerk, or Deputy City Clerk, of the
City of Vernon shall certify to the passage, approval and adoption of
this resolution, and the City Clerk, or Deputy City Clerk, of the City
of Vernon shall cause this resolution and the City Clerk's, or Deputy
City Clerk's, certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 4th day of August, 2015.
ATTEST:
Ana Barcia._.. ---
City Crek / Deputy City Clerk
APPROVED AS TO FORM:
Brian Byun, Depkfy City Attorney
Name: W. Michael McCormick.
Title: Mayor /_.:..... Maye-r—P-r-o---T-e4-:j�-`
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES }
I , Ana Barcia , / Deputy City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 2015-51, was duly passed, approved and adopted by the
City Council of the City of Vernon at a regular meeting of the City
Council duly held on Tuesday, August 4, 2015, and thereafter was duly
signed by the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this & day of August, 2015, at Vernon, California.
(SEAL)
l
.An 8arci
City--1e-1� Deputy City Clerk
- 4 -
Master Lease -Purchase Agreement
Between
City of Vernon and Oshkosh Capital
E05
Master Lease -Purchase Agreement
Between
CITY OF VERNON AND OSHKOSH CAPITAL
DOCUMENT INDEX
Ca Master Lease -Purchase Agreement — Sign and provide title on the last page
® Lease Schedule with Schedule A-1 — Sign and title
® Vehicle Schedule Addendum —Sign and title
® Incumbency Certificate and Resolution— List your authorized signor(s) and title(s); have
secretary or appropriate trustee attest to the information and signature(s) provided by
signing and printing his/her name, title and date. The person who validates the
signatures should not sign the lease documents. The resolution must reflect the
title(s) of the individual(s) who have authorization to sign the documents.
® Opinion of Counsel Letter — Enclosed is a template. Please ask your attorney to prepare
on his/her letterhead, and include all of the items in the template.
® Title - The terms of your contract specify that the Lender be listed as the
lienholder and hold the original title during the term of the lease. In addition, we
will need a copy of the front and back of the MSO listing Oshkosh Capital, 995
Dalton Ave, Cincinnati, OH 45203 as first lien holder.
LJ Insurance Request Form — Fill in your insurer's information and sign. Please contact
your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the
certificate with the signed documentation or have the insurer fax the certificate directly to
me.
J Three Party Agreement — Sign and title.
CI Delivery & Acceptance Certificate — At point of delivery, fill out this form and fax it to
me. Please return the original via US Postal Service.
® IRS FORM 8038-G — Sign, date, and title
a Minutes of Governing Body (approving the purchase & finance of equipment) — Please
return a copy with the documents.
Ll Sales Contract or Purchase Order - please provide a copy of the Sales Contract
enter into with Pierce Manufacturing or a copy of the Purchase Order issued to
Pierce Manufacturing Inc.
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E05
MASTER LEASE - PURCHASE AGREEMENT
Dated as of July 24, 2015
This Master Lease -Purchase Agreement together with all addenda, riders and attachments
hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is
made and entered by and between Oshkosh Capital ("Lessor") and the Lessee identified below
("Lessee").
LESSEE: City of Vernon
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule
signed from time to time by Lessee and Lessor.
2, CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular
and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by
Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as
the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that
each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms
and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule,
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature
whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term")
commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof
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 the Lease.
4. RENT PAYMENTS
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the
times as set forth in the Schedule A-1 attached to the Schedule ("Rent Payments"). A portion of each
Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1, Rent
Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of
Lessor (or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum
amount allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN
MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL
NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT
FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
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E05
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the
location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee.
Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in
the Schedule.
5.2 Lessee shall accept Equipment 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 signs and delivers a Schedule and if all Funding Conditions have been satisfied in
full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price") to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions
established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the
following: (a) Lessee has signed and delivered the Schedule and its Schedule A I; (b) no Event of Default
shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the
"Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any
Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of
Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code
(UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duly authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS
Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information
previously identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted
the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the
fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each
fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to
make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases
shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 if Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent
Payments or other payments due under a Lease and if other funds are not available for such payments,
then a "Non -Appropriation Event" shall be deemed to have occurred. If a Non -Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non -Appropriation Event and provide
written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return
to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return
Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise
available, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the affected
Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under a Lease.
7. NO WARRANTY BY LESSOR. The Equipment is sold "AS IS". LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT
THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR
- 3 -
Lull)
DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE
FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE
AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties,
express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)
all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (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 made by any manufacturer or Supplier or any representative of said parties shall not be
binding upon Lessor.
8, TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such
Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and
all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to
evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
(UCC) financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other
amounts due and payable under all present and future Leases and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising) of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be
deemed to be affixed or attached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and
maintain all Equipment in good condition and working order, in accordance with 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 Equipment; and (b) use and operate all Equipment in a careful manner
in the normal course of its operations and only for the purposes for which it was designed in accordance
with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or
other service for any Equipment will be provided by Lessor. Lessee will not make any alterations,
additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent
unless the Improvements may be readily removed without damage to the operation, value or utility of
such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
shall automatically become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
permanent base will not be changed from, the Location without Lessor's prior written consent which will
not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or
elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES,
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E05
12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under
its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than
Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon
any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when
due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such
Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present
and future taxes, levies, duties, assessments or other governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property
taxes, and (b) interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall
relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under
any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section
13.
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the
same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair
("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in
the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less
than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or
losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of
any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions, expenses (including attorney's fees), damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks
of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable
to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not
include the payment of any premium for any liability insurance coverage for bodily injury and/or property
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
satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
property of others relating in any way to any Equipment. Proceeds of any such public liability or property
insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof,
-5-
tub
Each insurance policy will require that the insurer give Lessor at least 30 days prior written 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 Lessee. The insurance maintained by Lessee shall be
primary without any right of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as
there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than
all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS -IS, WHERE -IS," without representation or warranty by Lessor, express or implied, except
for a representation that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its
Equipment, Lessee hereby represents and warrants to Lessor that. -
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
binding obligation of Lessee, enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
open meeting, public bidding and property acquisition laws) and all applicable judgments and court
orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not
result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature
which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease;
and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code,
and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the
Code, as the same may be amended from time to time, and such compliance shall include, but not be
limited to, keeping a complete and accurate record of any assignments of any Lease and executing and
filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information
statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease
to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
income taxation purposes under the Code.
(d) If Lessor either (1) receives notice, in any form, from the IRS; or (ii) 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 Lessor may not exclude the interest component of
E05
any Rent Payment under a Tax -Exempt Lease from federal gross income because Lessee breached a
covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies
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 at[ federal, state and local
taxes imposed on the interest component of all Rent Payments under such Tax -Exempt Lease due
through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will
restore to Lessor the same after-tax yield on the transaction evidenced by such Tax -Exempt Lease
(assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not
been lost. Additionally, Lessee agrees that upon the occurrence of such an event with respect to a
Tax -Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in
such amount as will maintain such after-tax yield to Lessor. Lessor's determination of the amount
necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent
manifest error). Notwithstanding anything in a Tax -Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available
Funds.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise
dispose of, any Lease or any Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or
may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at
any time. Any such assignee or lien holder (an "Assignee") shall have all of the rights of Lessor under the
applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHiCH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in
writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under
the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. Lessee shall keep a
complete and accurate record of all such assignments in the form necessary to comply with Section
149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in
Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the
Assigned Leases and to exclude the obligations of Lessee under any Non -Assigned Leases; (b) said
Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -Assigned
Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to
the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an
Assignee pursuant to a written agreement; and "Non -Assigned Leases" means all Leases excluding the
Assigned Leases_
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or
more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent
Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any
such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe
any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any
other covenant, condition or agreement to be performed or observed by it under the Lease and such
failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any
statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee
pursuant thereto or in connection therewith proves at any time to have been false, misleading or
erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
7-
E05
assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or
similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is
filed against Lessee and is not dismissed within sixty (60) days thereafter; or (0 Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, 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 fiscal
year in effect when the default occurs together with interest on such amounts at the highest lawful rate
from the date of Lessor's demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth
in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
upon the premises where any Equipment is located and repossess such Equipment without demand or
notice, without any court order or other process of law and without 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 retain
the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the
applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of
Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-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 limitation, any attorney fees and expenses and any
costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or 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 thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any
termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
expense and risk, immediately de -install, disassemble, pack, crate, insure and return the Equipment to
Lessor (all in accordance with 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 Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is
returned as required above, all terms of the applicable Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
Lessee's interest in such Equipment.
2M.
E05
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of the lessee (The
"State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally
delivered or mailed by certified mail to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been
received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business
day if sent by overnight courier, or on the day of delivery if delivered personally.
24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their
completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. To the extent permitted by
law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders,
affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or
connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b)
any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c)
any claims of alleged breach by Lessee of this Master Lease or any related document. "Claims" means
all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions
and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful
attorney -in -fact (with full power of substitution) to prepare any instrument, certificate of title or financing
statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign
Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper
location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or
drafts for loss, theft, damage or destruction to the Equipment under any insurance.
25. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each
advance of proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of
this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been
terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i)
is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or
control of a Sanctioned Person, or (iii) does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any Lease
will not be used to fund any operations in, finance any investments 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 Compliance Authority; (c) the funds used to repay any Lease are not derived from any
unlawful activity, and (d) each Covered Entity is in compliance with, and no Covered Entity engages in
any dealings or transactions prohibited by, any laws of the United States, including but not limited to any
Anti -Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon
the occurrence of a Reportable Compliance Event.
As used herein: "Anti -Terrorism Laws" means any laws reiating to terrorism, trade sanctions
programs and embargoes, import/export licensing, money laundering, or bribery, all as amended,
supplemented or replaced from time to time; "Compliance Authority" means each and all of the (a) U.S.
Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes
Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S.
Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S.
Justice Department, and (g) U.S. Securities and Exchange Commission; "Covered Entity" means Lessee,
its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all
brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any
Lease; "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 -Terrorism Law or any predicate crime to any Anti -
Terrorism Law, or self -discovers facts or circumstances implicating any aspect of its 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, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including
E05
but not limited to the blocking of property or rejection of transactions), under any order or directive of any
Compliance Authority or otherwise subject to, or specially designated under, any sanctions program
maintained by any Compliance Authority.
26. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify and record information that identifies each lessee that opens an
account. What this means: when Lessee opens an account, Lessor will ask for the business name,
business address, taxpayer identifying number and other information that will allow Lessor to identify
Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need
to ask for identifying information and documentation relating to certain individuals associated with the
business or organization.
27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience
of reference only and do not define or limit the scope of any provision of any Lease.
28. EXECUTION IN COUNTERPARTS, Each Schedule to this Master Lease may be executed in
several counterparts, each of which shall be deemed an original, but all of which shall be deemed one
instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other
counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be
created through transfer and possession only of the counterpart marked "Lessor's Original."
29. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached
thereto and made a part hereof and other attachments thereto, 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 such Lease shall not be modified,
amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of
any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of the Lease.
30, HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty
tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a
highway within California, the heavy-duty tractor must be compliant with sections 95300-95312 title 17
California Code of Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty
tractor is compliant. The regulations may require this heavy-duty tractor to have low -rolling -resistance
tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to
current or future use in California, or may entirely prohibit use of this tractor in California if it is a model
year 2011 or later tractor and is not a U.S. EPA SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box -type trailer
understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway
within California, the box -type trailer must be compliant with sections 95300-95312, title 17, California
Code of Regulations, and that it is the responsibility of the Lessee to ensure this box -type trailer is
compliant. The regulations may require this trailer to have low -rolling -resistance tires and aerodynamic
technologies that are U.S. Environmental Protection Agency SmartWay Verified Technologies prior to
current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee
from modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California F-leavy-
Duty Vehicle Greenhouse Gas Emission Reduction Regulation.
31. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to
Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact
Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee
individual accounts or business accounts for which Lessee is a contact, at such numbers using any
means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other
wireless phone number, or leaving prerecorded messages or sending text messages, even if charges
- 10 -
E05
may be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be
monitored or recorded by Lessor.
City of Vernon
("Lessee)
Title: W. Michael McCormick, Mayor
4305 Santa Fe Ave
Vernon, CA 90058
A est: —M
Mari E. Ayala, i Clerk
APPROV AS TO FORM:
Brian Bqun, Deputy ity Attorney
- 11 -
Oshkosh Capital
("Lessor")
—.-- v-a
Title `«-L,c,<s�i=�J tU�G�yCcC•h
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
E24
CERTIFICATE OF INCUMBENCY
Lessee: City of Vernon
Lease Schedule No.: 191184000
Dated: July 24, 2015
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
W. Michael. McCormick Mayor �6��`r
Name Title Signature
Name
Title
Signature
IN WITNESS WHEREOF, I have duty executed this certificate and affixed the seal of such
Lessee as of the date set forth below.
/*^ [SEAL]
Signature' of Secretary/? rk of Lessee
Print Name: Maria E. Ayala
S�#iciest- Me: City Clerk
Date:
E28
LEASE SCHEDULE NO. 191184000
Dated As Of July 24, 2015
This Lease Schedule (this "Schedule") is attached and made a part of the Master Lease -Purchase
Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto,
executed by Lessee and Lessor (the "Lease"). Unless otherwise defined herein, capitalized terms will have the
same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are
incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and
this Schedule, the terms of this Schedule shall control.
Master Lease -Purchase Agreement dated July 24, 2015
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the
commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1
attached to this Lease Schedule.
3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the
full Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if
funds are appropriated in each fiscal year by its governing body.
4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD
WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND
SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS,
WHERE IS"; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED
TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS
NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND
THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS
TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
6. RE -AFFIRMATION OF THE MASTER LEASE -PURCHASE AGREEMENT. Lessee hereby re -affirms all of
its representations, warranties and obligations under the Master Lease Purchase Agreement (including,
without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its
representations in Section 6.1 and 16 thereof).
City of Vernon Oshkosh Capital
("Lessee") ("Lessor")
Title: W. Michael McCormick, Mayor Title:��-��-ti-
ll
Atte t: f _ Approved as to F rm:
Maria Ayala, Ci Clerk Brian By,dn, Deputy City Attorney
1.
Schedule AW1
EQUIPMENT LOCATION & DESCRIPTION;
City of Vernon
4305 S. Santa Fe Ave
Vernon CA 90058
Los Angeles County
2800 S. Soto Street
Vernon, CA 90058
2016 Pierce PUC Triple Combinatin Pumper VIN#
2016 Pierce PUC Triple Combinatin Pumper VIN#
2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date:
(b) Amount Financed:
i. Equipment Purchase Price
Sales Tax
ii. Purchase Price Dedution
Prepay Discounts
Performance Bond
Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions)
July 24, 2015
$1,263,243.00
$108,827.82
$0.00
$54,024.00
$3,789.67
$1,321,836.49
E28
(c) Payment Schedule:
Accrual Date: July 24, 2015
Rent Payment
Rent Payment
Rent Payment
Interest
Principal Portion
Termination
Number
Date
Amount
Portion
Value
1
7/24/2016
158,059.45
44,810.26
113,249.19
1,244,844.92
2
7/24/2017
158,059.45
40,971.11
117,088.34
1,124,243.93
3
7/24/2018
158,059.45
37,001.82
121,057.63
999,554.57
4
7/24/2019
158,059,45
32,897.96
125,161.49
870,638.24
5
7/24/2020
158,059.45
28,654.99
129,404.46
737,351.64
6
7/24/2021
158,059.45
24,268.18
133,791.27
599,546.63
7
7/24/2022
158,059.45
19,732.65
138,326.80
457,070.03
8
7/24/2023
158,059.45
15,043.37
143,016.08
309,763.47
9
7/24/2024
158,059.45
10,195.13
147,864.32
157,463.22
10
7/24/2025
158,059.45
5,182.54
152,876.91
1.00
City of Vernon
("Lessee")
By:
Maria E. Ayala, City erk
APPROV D A� TO FORM:
Brian Byun, Deputy Ci Attorneys
Oshkosh Capital
("Lessor")
Title:(�--
r28
VEHICLE SCHEDULE ADDENDUM
Dated As Of July 24, 2015
Lease Schedule No. 191184000Dated July 24, 2015
Lessee: City of Vernon
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease -Purchase
Agreement identified in the Lease Schedule ("Master Lease") by and between Oshkosh Capital ("Lessor")
and the above Lessee ("Lessee"). This Addendum amends and modifies the terms and conditions of the
Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease shall have the same meaning when used herein.
NOW THEREFORE, as part of the valuable consideration to induce the execution of the
Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under
applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted
by law,
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the
first and sole lien on or security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of the paragraph titled
"Insurance in the Master Lease shall be in an amount not less than $1,000,000.00 per person insured and
$2,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a
bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be
reasonably required by Lessor) and $1 000 000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to
operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents
of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as
required by applicable State law with Lessor noted as lien holder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor,
the Schedule remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Vernon
("Lessee")
B All
Title: W. Michael McCormick, Mayor
Atte t:
Maria E. Ayala, City Jerk
Approv`edd as to Form:
Brian Byun, Deputy/ ity Attorney
i
Oshkosh Caaital
("Lessor")
Title:
Y
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Date: July 27, 2015
Lessee: City of Vernon
Lessor: Oshkosh Capital
Re: Lease Schedule No. 191184000 dated July 24, 2015, together with its Master Lease -Purchase
Agreement dated July 24, 2015, by and between the above -named Lessee and the above -named
Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease -Purchase Agreement and
all other agreements described above or related thereto (collectively, the "Agreements") and various related matters,
and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents
as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of California (the "State") duly organized, existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved, and
executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee
enforceable in accordance with its terms, except to the extent limited by State and Federal law affecting creditor's
remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the
enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to
the transactions contemplated thereby have been performed in accordance with all applicable Local, State and
Federal laws (including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative
agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its
officers; the proper authorization; approval and execution of any of the Agreements or any documents relating
thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the
ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated
thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of
1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Brian, un, Deputy � y Attorney
i
E�,-cfusivefy Industr'iaf
101
INSURANCE COVERAGE DISCLOSURE
Oshkosh Capital, LESSOR
City of Vernon , LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease Schedule ("Schedule") to the Master Lease -Purchase Agreement
identified in the Lease Schedule ("Master Lease"), Lessee certifies that it has instructed the insurance
agent named below (please fill in name, address, and telephone number):
ol
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss Payee.
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital and/or its
assigns as an Additional Insured,
Minimum Coverage Required:
$1,000,000.00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to Oshkosh Capital, 155 East Broad Street, B4-B230-05-7,
Columbus, OH 43215, prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the
Agreement, that it is lawfully self -insured for: (check to indicate coverage)
a. All risk, physical damage in the amount specified in 1(a) above.
b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a signed letter describing self-insurance.
LESSEE: ity� f ernor�
By: w % �'A M ,� Title: D I
f ` ':i �. �: is F 2j :; •. y
.t
a
4305 Santa Fe Avenue, Veinon,• 90058
Telephone (323) 583-8811
July 27, 2015
Cheryl Kennedy
Oshkosh Capital
155 East Broad Street
Locator: B4-B230-05-07
Columbus, Ohio 43215
Dear Ms. Kennedy:
Subject: Master Lease — Purchase of Two Pierce PUC Triple Combination Pumpers
The City of Vernon ("City"), a municipal corporation of the State of California, certifies that it is
self -insured for general liability ($2,000,000), automobile liability ($2,000,000) and workers'
compensation liability ($2,000,000). The City warrants that the limits of its self-insurance
coverage meet or exceed the requirements and obligations as set for the, and to the extent
permitted, by State law.
In addition the City maintains excess liability and excess workers' compensation coverage
through various insurance companies.
The City of Vernon, will maintain its program of insurance for the benefit of the Oshkosh
Capital Company as it relates to the purchase of two Pierce PUC triple combination pumpers
throughout the duration of the Lease -Purchase Agreement and related lease schedule.
Respectfully submitted,
vv
William Fox,
Director of Finance
x,cfusivefy I.,uCustriaf
101
INSURANCE INFORMATION
Please provide the following information to your insurance company to help
expedite receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
Oshkosh Capital must be named Loss Payee and Additional Insured
30 Days Notice of Cancellation
Not Less than $2,000,000.00 limits on liability
Certificate must reflect a short equipment description
Certificate must reflect an expiration date
Certificate Holder Information:
Oshkosh Capital, its successors and/or ail assigns
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please send a FAX copy of certificate to Cheryl Kennedy at 1-800-678-0602.
The original should be mailed to the same at:
Oshkosh Capital
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please call Cheryl Kennedy at 1-800-820-9041, ext. 4, if you have any questions.
OSHKOSH CAPITAL
INFORMATION REQUEST
LESSEE NAME: City of Vernon
FEDERAL TAX I.D. # 95-6000808
BILLING ADDRESS:
William F. Fox
Billing Contact
4305 Santa Fe Avenue
Street Address or Post Office Box
Vernon CA 90058
City, State and Zip
323-583-8811 x849
Phone Number
wfox@ci.vernon-ca.us
Email Address
?I-IYSICAL ADDRESS (IF DIFFERENT):
Street Address or Post Office Box
�ity, State and Zip
Zequire Board Approval for Payments? X Yes
323-826-1491
Fax Number
3oard Meeting Date? 1st & 3rd Tuesdays of every month
Zequire signed vouchers for payments? X Yes No
Ve typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do you foresee any problem
hat would prevent the payment from being received on or before the due date?
— Yes _X No
'lease list any special instructions below:
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) 1110� Under Internal Revenue Code section 149(e) OMB No. 1545-0720
®See separate instructions.
Department of the Treasury P
Internal Revenue Service Caution: If the issue rice is under $100,000, use Form 8038-GC.
Reporting Authoritv If Amended Return chprk horp b- r
1 Issuer's name
2 Issuer's employer identification number (EiN)
CITY OF VERNON
95-6000808
3a Name of person (other than Issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
WILLIAM F. FOX
323-583-8811 x849
4 Number and street (or P.Q. box if mail is not delivered to street address)
R oom/suite
5 Report number (For IRS Use Only)
4305 SANTA FE AVENUE
3
6 City, town, or post office, state, and ZIP code
7 Date of issue
VERNON, CA 90058
7/24/2015
8 Name of issue
9 CUSIP number
LEASE SCHEDULE NO. 191184000
NONE
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
JOAQUIN LEON, DEPUTY CITY TREASURER
323.583-8811 x365
�1iiAlz I vDe OT Issue tenter trle issue price). See the instructions and attach schedule_
11
12
13
14
15
16
17
18
19
20
Education . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe Illi,.
If obligations are TANs or RANs, check only box 19a . . . . . . . . .
If obligations are BANS, check only box 19b . . . . . . . . . . . .
If obligations are in the form of a lease or installment sale, check box . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . ❑
. . . . ® ❑
, . . �❑
11
12
13
14
15
16
17
18
Description of Obli ations. Complete for the entire issue for which
this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
7/2412025
1,321,836.49
N/A
10 years
3.39 %
Uses of Proceeds of Bond Issue (including underwriters' discount)
A
22
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
22
23
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . 24
25
Proceeds used for credit enhancement . . . . . . . . . . . . 25
26
Proceeds allocated to reasonably required reserve or replacement fund 26
27
Proceeds used to currently refund prior issues , . . . . . . . . 27
28
Proceeds used to advance refund prior issues . . . . . . . . . 28
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .
29
30
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
30
ascription of Refunded Bonds. Complete this part only for refunding bonds.
N/A
31
Enter the remaining weighted average maturity of the bonds to be currently refunded . , . . ®
wears
32
Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ®
years
33
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . .
34
Enter the date(s) the refunded bonds were issued I► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9.2011)
Page 2
35
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . , . 35
F
36a
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . 36a
b
Enter the final maturity date of the GIC P;�-
c
Enter the name of the GIC provider Is-
37
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box PD• ❑ and enter the following information:
b
Enter the date of the master pool obligation 1p-
c
Enter the EIN of the issuer of the master pool obligation ®
d
_
Enter the name of the issuer of the master pool obligation ll�-
39
If the issuer has designated the issue under section 265(b)(3)(B)(i)(Ill) (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 ® ❑ and enter the following information,
b
Name of hedge provider ll�-
e
Type of hedge
d
Term of hedge Illo-
42
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . .
❑
43
If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . , . . , . ®
E]
44
If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ®
❑
45a
if some portion of the proceeds was used to reimburse expenditures, check here 10- ❑ and enter the amount
of reimbursement . . . . . . . . .
b
Enter the date the official intent was adopted 11,
Signature
and
Consent
Paid
Preparer
Use Only
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. h further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
process this ret n to the person t I have 'zed above. i � S Jr'�"•t� i t�
WILLIAM F. FOX, FINANCE DIRECTOR
Signature of issuer's authorized representat) a Date Type or print name and title
PrinVType preparer's name Preparer's signature Date Check ❑ if �PTIN
sell -employed
Firm's narne ► I Firm's EIN ►
Firm's address ► 1 Phone no.
Form 8038-G (Rev. 9.2011)
5 �.
1a� �IE,t;i\v �i 11111.
DATE: August 4, 2015
I -
OF °eB
rytG S i 94P
gh.,EV,'Moe ,
FIRE DEPARTMENT
TO: Honorable Mayor and City Council
FROM: Michael A. Wilson, Fire Chief � —
Originator: Adriana Ramos, Administrative Secretary
RE: A Resolution of the City Council of the City of Vernon Establishing the
Terms Set with Oshkosh Capital for the Ten (10) Year Lease -Purchase
Agreement
Recommendation
A. Find that approval of the resolution proposed in this staff report is exempt from California
Environmental Quality Act ("CEQA") review, because it is an adiministrative purchasing
activity that will not result in direct or indirect physical changes in the environment, and
therefore does not constitute a "project" as defined by CEQA Guidelines section 15378.
Furthermore, even if it were a project, because such activity will not have any effect on the
environment, this action would be exempt from CEQA review pursuant to CEQA Guidelines
Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an
effect on the environment; and
B. Adopt the attached resolution establishing the terms set with Oshkosh Capital for the recently
approved ten (10) year Lease -Purchase Agreement for two (2) 2016 Pierce PUC Triple
Combination Pumpers.
Backaround
On July 21, 2015 the City of Vernon City Council approved and authorize the execution of a ten (10)
year Lease -Purchase Agreement with Oshkosh Capital in the amount of $1,321,836.49, for two (2.)
2016 Pierce PUC Triple Combination Pumpers, to be supplied from Pierce Manufacturing Inc., for
the Fire Department that will replace two current engines that were purchased in 1989 and no longer
meet the needs of the department. Oshkosh Capital is requesting that the City adopt a resolution
establishing the terms set within the Lease -Purchase Agreement,
Fiscal Impact
There is no fiscal impact associated with the proposed resolution.
Page 1 of 2
Attachment(s)
t. Proposed resolution with partially executed Master Lease -Purchase Agreement between City
of Vernon and Oshkosh Capital
Page 2 of 2
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MASTER LEASE PURCHASE AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND OSHKOSH CAPITAL FOR TWO 2016
PIERCE PUC TRIPLE COMBINATION PUMPERS
WHEREAS, the City of Vernon (the "City"), is a. municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, pursuant to applicable law, the City is authorized
to acquire, dispose of and encumber .real and personal property,
including, without limitation, rights and interest in property, leases
and easements necessary to the functions or operations of the City;
and
WHEREAS, by memorandum dated August 4, 2015, the Fire Chief
has recommended the approval of a Master Lease Purchase Agreement (the
"Agreement"), for an amount -not -to exceed $1,321,836.49, with Oshkosh
Capital for two 2016 Pierce PUC Triple Combination Pumpers, to be
supplied from Pierce Manufacturing Inc., a subsidiary company of
Oshkosh Capital, to replace two current engines that were purchased in
1989 and no longer meet the needs of the Fire Department; and
WHEREAS, the City Council of the City of Vernon desires to
approve the Agreement with Oshkosh Capital.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt from California Environmental Quality Act
("CEQA") review, because it is an administrative purchasing activity
that will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a "project" as defined
by CEQA Guidelines section 15378. Furthermore, even if it were a
project, because such activity will not have any effect on the
environment, this action would be exempt from CEQA review pursuant to
CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only
applies to projects that may have an effect on the environment.
SECTION 3: The City Council of the City of Vernon hereby
approves the Master Lease Purchase Agreement with Oshkosh Capital, in
substantially the same form as the copy which is attached hereto as
Exhibit A.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any non -substantive changes to the Agreement attached herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or the Deputy City Clerk, to send a fully
executed Agreement to Oshkosh Capital.
- 2 -
SECTION 7: The City Clerk, or Deputy City Clerk, of the
City of Vernon shall certify to the passage, approval and adoption of
this resolution, and the City Clerk, or Deputy City Clerk, of the City
of Vernon shall cause this resolution and the City Clerk's, or Deputy
City Clerk's, certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 4ch day of August, 2015.
ATTEST:
City Clerk / Deputy City Clerk
Brian Byun, Deputy City Attorney
Name:
Title: Mayor / Mayor Pro-Tem
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
City Clerk / Deputy City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. , was duly passed, approved and adopted by the
City Council of the City of Vernon at a regular meeting of the City
Council duly held on Tuesday, August 4, 2015, and thereafter was duly
signed by the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of August, 2015, at Vernon, California.
(SEAL)
City Clerk / Deputy City Clerk
- 4 -
c
E05
Master Lease -Purchase Agreement
Between
CITY OF VERNON AND OSHKOSH CAPITAL
DOCUMENT INDEX
❑ Master Lease -Purchase Agreement — Sign and provide title on the last page
❑ Lease Schedule with Schedule A-1 — Sign and title
❑ Vehicle Schedule Addendum —Sign and title
❑ Incumbency Certificate and Resolution— List your authorized signor(s) and title(s); have
secretary or appropriate trustee attest to the information and signature(s) provided by
signing and printing his/her name, title and date. The person who validates the
signatures should not sign the lease documents. The resolution must reflect the
title(s) of the individual(s) who have authorization to sign the documents.
❑ Opinion of Counsel Letter — Enclosed is a template. Please ask your attorney to prepare
on his/her letterhead, and include all of the items in the template.
❑ Title - The terms of your contract specify that the Lender be listed as the
lienholder and hold the original title during the term of the lease. In addition, we
will need a copy of the front and back of the MSO listing Oshkosh Capital, 995
Dalton Ave, Cincinnati, OH 45203 as first lien holder.
❑ Insurance Request Form — Fill in your insurer's information and sign. Please contact
your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the
certificate with the signed documentation or have the insurer fax the certificate directly to
me.
❑ Three Party Agreement — Sign and title.
❑ Delivery & Acceptance Certificate — At point of delivery, fill out this form and fax it to
me. Please return the original via US Postal Service.
❑ IRS FORM 8038-G — Sign, date, and title
❑ Minutes of Governing Body (approving the purchase & finance of equipment) — Please
return a copy with the documents.
❑ Sales Contract or Purchase Order - please provide a copy of the Sales Contract
enter into with Pierce Manufacturing or a copy of the Purchase Order issued to
Pierce Manufacturing Inc.
- 1 -
E05
a e WIVTRAFT Z 1
Dated as of July 24 2015
This Master Lease -Purchase Agreement together with all addenda, riders and attachments
hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is
made and entered by and between Oshkosh Capital ("Lessor") and the Lessee identified below
("Lessee").
LESSEE: City of Vernon
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule
signed from time to time by Lessee and Lessor.
2. CERTAIN DEFINITIONS. All teens defined in the Lease are equally applicable to both the singular
and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by
Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as
the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that
each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms
and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule,
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature
whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term")
commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof
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 the Lease,
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the
times as set forth in the Schedule A-1 attached to the Schedule ("Rent Payments'). A portion of each
Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent
Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of
Lessor (or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum
amount allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN
MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL
NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT
FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS
IWAC
E05
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the
location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers') selected by Lessee.
Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in
the Schedule.
5.2 Lessee shall accept Equipment 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 signs and delivers a Schedule and if all Funding Conditions have been satisfied in
full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price") to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions
established by Lessor ("Funding Conditions') have been satisfied, including, without limitation, the
following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default
shall have occurred and be continuing, (c) no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the
"Code'); (d) no material adverse change shall have occurred in the financial condition of Lessee or any
Supplier, (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of
Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code
(UCC) financing statements, (5) copies of resolutions by Lessee's governing body, duly authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS
Form 8038G or 8038GC) as Lessor may request, and (7) such other documents and information
previously identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted
the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the
fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each
fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to
make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases
shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate Sufficient funds in any fiscal year for Rent
Payments or other payments due under a Lease and if other funds are not available for such payments,
then a "Non -Appropriation Event" shall be deemed to have occurred. If a Non -Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non -Appropriation Event and provide
written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return
to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return
Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise
available, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the affected
Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under a Lease.
7. NO WARRANTY BY LESSOR. The Equipment is sold "AS IS". LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT
THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR
- 3 -
E05
DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE
FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE
AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties,
express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)
all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (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 made by any manufacturer or Supplier or any representative of said parties shall not be
binding upon Lessor.
8. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such
Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and
all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to
evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
(UCC) financing statements and any amendments thereto.
8.3 "Secured Obligations' means Lessee's obligations to pay all Rent Payments and all other
amounts due and payable under all present and future Leases and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising) of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be
deemed to be affixed or attached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and
maintain all Equipment in good condition and working order, in accordance with 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 Equipment; and (b) use and operate all Equipment in a careful manner
in the normal course of its operations and only for the purposes for which it was designed in accordance
with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or
other service for any Equipment will be provided by Lessor. Lessee will not make any alterations,
additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent
unless the Improvements may be readily removed without damage to the operation, value or utility of
such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
shall automatically become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
permanent base will not be changed from, the Location without Lessor's prior written consent which will
not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or
elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES
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12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under
its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than
Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon
any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when
due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such
Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present
and future taxes, levies, duties, assessments or other governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property
taxes, and (b) interest, penalties or fines on any of the foregoing.
13, RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall
relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under
any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section
13.
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the
same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair
("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in
the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less
than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or
losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of
any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions, expenses (including attorney's fees), damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks
of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable
to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not
include the payment of any premium for any liability insurance coverage for bodily injury and/or property
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
satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
property of others relating in any way to any Equipment. Proceeds of any such public liability or property
insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof.
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Each insurance policy will require that the insurer give Lessor at least 30 days prior written 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 Lessee. The insurance maintained by Lessee shall be
primary without any right of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as
there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than
all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS -IS, WHERE -IS," without representation or warranty by Lessor, express or implied, except
for a representation that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its
Equipment, Lessee hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions of Lessee's governing body,
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
binding obligation of Lessee, enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
open meeting, public bidding and property acquisition laws) and all applicable judgments and court
orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not
result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature
which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease,
and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code,
and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the
Code, as the same may be amended from time to time, and such compliance shall include, but not be
limited to, keeping a complete and accurate record of any assignments of any Lease and executing and
filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information
statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease
to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
income taxation purposes under the Code.
(d) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) 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 Lessor may not exclude the interest component of
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any Rent Payment under a Tax -Exempt Lease from federal gross income because Lessee breached a
covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies
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 imposed on the interest component of all Rent Payments under such Tax -Exempt Lease due
through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will
restore to Lessor the same after-tax yield on the transaction evidenced by such Tax -Exempt Lease
(assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not
been lost. Additionally, Lessee agrees that upon the occurrence of such an event with respect to a
Tax -Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in
such amount as will maintain such after-tax yield to Lessor. Lessor's determination of the amount
necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent
manifest error). Notwithstanding anything in a Tax -Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available
Funds.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise
dispose of, any Lease or any Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or
may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at
any time. Any such assignee or lien holder (an "Assignee") shall have all of the rights of Lessor under the
applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in
writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under
the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. Lessee shall keep a
complete and accurate record of all such assignments in the form necessary to comply with Section
149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in
Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the
Assigned Leases and to exclude the obligations of Lessee under any Non -Assigned Leases; (b) said
Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -Assigned
Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to
the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an
Assignee pursuant to a written agreement; and "Non -Assigned Leases' means all Leases excluding the
Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or
more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent
Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any
such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe
any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any
other covenant, condition or agreement to be performed or observed by it under the Lease and such
failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any
statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee
pursuant thereto or in connection therewith proves at any time to have been false, misleading or
erroneous in any material respect as of the time when made; (a) Lessee applies for or consents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
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assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or
similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is
filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, 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 fiscal
year in effect when the default occurs together with interest on such amounts at the highest lawful rate
from the date of Lessor's demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth
in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
upon the premises where any Equipment is located and repossess such Equipment without demand or
notice, without any court order or other process of law and without 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 retain
the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the
applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of
Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-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 limitation, any attorney fees and expenses and any
costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or 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 thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any
termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
expense and risk, immediately de -install, disassemble, pack, crate, insure and return the Equipment to
Lessor (all in accordance with 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 Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is
returned as required above, all terms of the applicable Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
Lessee's interest in such Equipment.
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22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of the lessee (The
"State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally
delivered or mailed by certified mail to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been
received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business
day if sent by overnight courier, or on the day of delivery if delivered personally.
24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their
completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. To the extent permitted by
law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders,
affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or
connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b)
any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c)
any claims of alleged breach by Lessee of this Master Lease or any related document. "Claims" means
all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions
and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful
attorney -in -fact (with full power of substitution) to prepare any instrument, certificate of title or financing
statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign
Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper
location(s), and make claims for, receive payment of, and execute and endorse all documents, checks or
drafts for loss, theft, damage or destruction to the Equipment under any insurance.
25. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each
advance of proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of
this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been
terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i)
is a Sanctioned Person, (ii) has any of its assets in a Sanctioned Country or in the possession, custody or
control of a Sanctioned Person; or (III) does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any Lease
will not be used to fund any operations in, finance any investments 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 Compliance Authority; (c) the funds used to repay any Lease are not derived from any
unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in
any dealings or transactions prohibited by, any laws of the United States, including but not limited to any
Anti -Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon
the occurrence of a Reportable Compliance Event.
As used herein: "Anti -Terrorism Laws" means any laws relating to terrorism, trade sanctions
programs and embargoes, import/export licensing, money laundering, or bribery, all as amended,
supplemented or replaced from time to time; "Compliance Authority' means each and all of the (a) U.S.
Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes
Enforcement Network, (c) U.S. State DepartmenUDirectorate of Defense Trade Controls, (d) U.S.
Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S.
Justice Department, and (g) U.S. Securities and Exchange Commission; "Covered Entity" means Lessee,
its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all
brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any
Lease; "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 -Terrorism Law or any predicate crime to any Anti -
Terrorism Law, or self -discovers facts or circumstances implicating any aspect of its 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, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including
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but not limited to the blocking of property or rejection of transactions), under any order or directive of any
Compliance Authority or otherwise subject to, or specially designated under, any sanctions program
maintained by any Compliance Authority,
26. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify and record information that identifies each lessee that opens an
account. What this means: when Lessee opens an account, Lessor will ask for the business name,
business address, taxpayer identifying number and other information that will allow Lessor to identify
Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need
to ask for identifying information and documentation relating to certain individuals associated with the
business or organization.
27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience
of reference only and do not define or limit the scope of any provision of any Lease.
28. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in
several counterparts, each of which shall be deemed an original, but all of which shall be deemed one
instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other
counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be
created through transfer and possession only of the counterpart marked "Lessor's Original."
29. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached
thereto and made a part hereof and other attachments thereto, 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 such Lease shall not be modified,
amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of
any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of the Lease.
30. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty
tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a
highway within California, the heavy-duty tractor must be compliant with sections 95300-95312, title 17
California Code of Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty
tractor is compliant. The regulations may require this heavy-duty tractor to have low -rolling -resistance
tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to
current or future use in California, or may entirely prohibit use of this tractor in California if it is a model
year 2011 or later tractor and is not a U.S. EPA SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box -type trailer
understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway
within California, the box -type trailer must be compliant with sections 95300-95312, title 17 California
Code of Regulations, and that it is the responsibility of the Lessee to ensure this box -type trailer is
compliant. The regulations may require this trailer to have low -rolling -resistance tires and aerodynamic
technologies that are U.S. Environmental Protection Agency SmartWay Verified Technologies prior to
current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee
from modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California Heavy -
Duty Vehicle Greenhouse Gas Emission Reduction Regulation,
31. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to
Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact
Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee
individual accounts or business accounts for which Lessee is a contact, at such numbers using any
means, including but not limited to placing calls using an automated dialing system to cell, VolP or other
wireless phone number, or leaving prerecorded messages or sending text messages, even if charges
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may be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be
monitored or recorded by Lessor.
City of Vernon Oshkosh Capital
("Lessee) ("Lessor')
By: r //�✓ G>d s By
Titip. W. Michael McCormick, Mayor -ride
4305 Santa Fe Ave
Vernon, CA 90058
A�st a
Mari E. Ayala, t Clerk
APPROV AS TO FORM:
x""
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Brian Byun, Deputy ity Attorney
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Lessee: City of Vernon
Lease Schedule No.: 191184000 Dated: July 24 2015
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee'), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
W. Michael McCormick Mayor "�% ,,✓ 2/•`"�1�
Name Title / Signature
Name Title
Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such
Lessee as of the date set forth below.
1
[SEAL]
Signature Iof Secre ary/Q rk of Lessee
Print Name: Maria E. Ayala
.SOfftctai, ,tle: City Clerk
Date:
E28
LEASE SCHEDULE NO. 191184000
Dated As Of July 24, 2015
This Lease Schedule (this "Schedule') is attached and made a part of the Master Lease -Purchase
Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto,
executed by Lessee and Lessor (the "Lease"). Unless otherwise defined herein, capitalized terms will have the
same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are
incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and
this Schedule, the terms of this Schedule shall control.
Master Lease -Purchase Agreement dated July 24, 2015
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the
commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1
attached to this Lease Schedule.
3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the
full Lease Term: to use the Equipment; to continue this Lease, and (if applicable) to make Rent Payments if
funds are appropriated in each fiscal year by its governing body.
4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD
WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND
SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS,
WHERE IS"; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED
TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS
NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND
THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS
TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
6. RE -AFFIRMATION OF THE MASTER LEASE -PURCHASE AGREEMENT. Lessee hereby re -affirms all of
its representations, warranties and obligations under the Master Lease Purchase Agreement (including,
without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its
representations in Section 6.1 and 16 thereof).
City of Vernon Oshkosh Capital
("Lessee") ("Lessor")
BBy:—
Title:—W. Michael McCormick, Mayor Title:
Atte t:pp j� %%F Approved as to , rm:
Maria s. Ayala, Ci Clerk Brian By- n, Deputy City Attorney
I
EQUIPMENT LOCATION & DESCRIPTION:
City of Vernon
4305 S. Santa Fe Ave
Vernon CA 90058
Los Angeles County
2800 S. Soto Street
Vernon, CA 90058
2016 Pierce PUC Triple Combinatin Pumper VIN#
2016 Pierce PUC Triple Combinatin Pumper VIN#
2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date:
(b) Amount Financed:
i. Equipment Purchase Price
Sales Tax
ii. Purchase Price Dedution
Prepay Discounts
Performance Bond
Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions)
July 24. 2015
$1 263,243.00
$108, 827.82
$0.00
$54,024.00
$3 789.67
$1.321, 836.49
E28
(c) Payment Schedule:
Accrual Date: July 24, 2015
Rent Payment
Rent Payment
Rent Payment
Interest
Principal Portion
Termination
Number
Date
Amount
Portion
Value
1
7/24/2016
158,059.45
44,810.26
113,249.19
1,244,844.92
2
7/24/2017
158,059.45
40,971.11
117,088.34
1,124,243.93
3
7/24/2018
158,059.45
37,001.82
121,057.63
999,554.57
4
7/24/2019
158,059.45
32,897.96
125,161.49
870,638.24
5
7/24/2020
158,059.45
28,654.99
129,404.46
737,351.64
6
7/24/2021
158,059.45
24,268.18
133,791.27
599,546.63
7
7/24/2022
158,059.45
19,732.65
138,326.80
457,070.03
8
7/24/2023
158,059.45
15,043.37
143,016.08
309,763.47
9
7/24/2024
158,059.45
10,195.13
147,864.32
157,463.22
10
7/24/2025
158,059.45
5,182.54
152,876.91
1.00
City of Vernon
("Lessee')
By:', rFj Y
A
—A e t.
Maria El Ayala, City er(c
APPROVAD ASS, TO FORM:
Brian Byun'; Deputy Ci Attorneys
Oshkosh Capital
("Lessor')
Title:
E28
THREE PARTY AGREEMENT
Dated as of July 24 2015
"Lessee" means City of Vernon
"Schedule" means Lease Schedule No. 191184000 Dated July 24, 2015, together with its Schedule A-1,.
Reference is made to the Lease Schedule ('Schedule") and to the Master Lease -Purchase
Agreement ("Master Lease') identified in said Lease Schedule, described above between Oshkosh
Capital ("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1
to the Lease Schedule attached therein ("Equipment') to be supplied by Pierce Manufacturing Inc.
("Supplier'). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee,
Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that
the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by
Lessee for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery
and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in
said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $1,263,243.00
Sales Tax: $108.827.82
Performance Bond $3.789.67
Vendor Discounts: $54,024.00
Advance Payment Date: July 24, 2015.
3. Upon execution of the Lease Schedule and delivery of all documents relating thereto required by
Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it
shall pay the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that
the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in
the Lease Schedule notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0.00
Amount Financed: $1,321,836.49
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery
Date set forth below.
Anticipated Delivery Date: June 24, 2016
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside
Delivery Date set forth below and that such Equipment shall comply with all specifications and
requirements of Lessee and with the terms and conditions of any purchase order/purchase
agreement relating thereto.
Outside Delivery Date: August 24 2016
5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph
4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the "Delayed
Eta
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment.
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor for the
Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment, and
(c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street
Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the
Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant
to subparagraph 4(b) of this Agreement. The new payment obligation will be determined based on the
amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of
the date of Lease commencement.
6. If Supplier makes the payments described in paragraph 5 above for the Delayed Equipment under
the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under
the Lease Schedule as of such payment date for the Delayed Equipment, then Lessee and Lessor agree
that the Lease Schedule shall terminate as of the date of such payments by Supplier as to the Delayed
Equipment only. Lessee's obligations shall continue unabated for the Equipment that was delivered
pursuant to subparagraph 4(b) of this Agreement.
7. Supplier agrees that a Performance Bond will be issued which names the Supplier as Principal, the
Lessee as Obligee and the Lessor as Additional Obligee. This Performance Bond will apply solely to the
terms and conditions of the purchase order/purchase agreement, including related equipment
specifications and warranties, as issued by the lessee and accepted by the Supplier. The "Contract
Date" referred to in the Performance Bond shall be the date of the Three Party Agreement. Except as
expressly set forth herein, the Lease Schedule and the terms and conditions of the purchase
order/purchase agreement for the equipment remain unchanged and in full force and effect.
B. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby
execute and deliver this Agreement as of the date first written above.
City of Vernon
("Lessee')
Title: W. Michael McCormick, Mayor
Pierce Manufacturing Inc.
("Supplier")
Title:
City of Vernon
—Alt:
b(� �
Maria E Ayala, City Clem:
Approved
as to Form:
r-tJ /✓�"1
Brian Byun, Deput ity Attorney
Oshkosh Capital
("Lessor")
A
Title:
E28
VEHICLE SCHEDULE ADDENDUM
Dated As Of July 24 2015
Lease Schedule No. 191184000 Dated July 24, 2015
Lessee: City of Vernon
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease -Purchase
Agreement identified in the Lease Schedule ("Master Lease") by and between Oshkosh Capital ("Lessor")
and the above Lessee ("Lessee'). This Addendum amends and modifies the terms and conditions of the
Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease shall have the same meaning when used herein.
NOW THEREFORE, as part of the valuable consideration to induce the execution of the
Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under
applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted
by law,
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the
first and sole lien on or security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of the paragraph titled
"Insurance in the Master Lease shall be in an amount not less than $1,000,000.00 per person insured and
$2,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a
bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be
reasonably required by Lessor) and $1,000,000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to
operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents
of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as
required by applicable State law with Lessor noted as lien holder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor,
the Schedule remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Vernon Oshkosh Capital
("Lessee") ("Lessor")
BY By:
Title: W. Michael McCormick, Mayor Title:
Attest: pp'�
Maria EJAyala, City Clerk
Approved as to Form:
Brian Byun, Deputy�ity Attorney
Telephone (323) 583-8811
Date: July 27, 2015
Lessee: City of Vernon
Lessor: Oshkosh Capital
Re: Lease Schedule No. 191184000 dated July 24 2015, together with its Master Lease -Purchase
Agreement dated July 24, 2015, by and between the above -named Lessee and the above -named
Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease -Purchase Agreement and
all other agreements described above or related thereto (collectively, the "Agreements') and various related matters,
and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents
as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of California (the "State") duly organized, existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved, and
executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee
enforceable in accordance with its terms, except to the extent limited by State and Federal law affecting creditor's
remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the
enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to
the transactions contemplated thereby have been performed in accordance with all applicable Local, State and
Federal laws (including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative
agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its
officers; the proper authorization; approval and execution of any of the Agreements or any documents relating
thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the
ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated
thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of
1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Bria&un , Deputy y Attorney
E, cfusivefy Industriaf
I01
Oshkosh Capital, LESSOR
City of Vernon , LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease Schedule ("Schedule") to the Master Lease -Purchase Agreement
identified in the Lease Schedule ("Master Lease'), Lessee certifies that it has instructed the insurance
agent named below (please fill in name, address, and telephone number):
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss Payee.
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital and/or its
assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to Oshkosh Capital, 155 East Broad Street, 134-13230-05-7,
Columbus, OH 43215, prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the
Agreement, that it is lawfully self -insured for: (check to indicate coverage)
a. All risk, physical damage in the amount specified in 1(a) above.
b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a signed letter describing self-insurance.
LESSEE : City
f emon 1E
By: V V / �jVPAl �� Title: D 1 �ii C I �l � � � �I r "✓ 'ik
n �s
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 27, 2015
Cheryl Kennedy
Oshkosh Capital
155 East Broad Street
Locator: 134-13230-05-07
Columbus, Ohio 43215
Dear Ms. Kennedy:
Subject: Master Lease— Purchase of Two Pierce PUC Triple Combination Pumpers
The City of Vernon ("City"), a municipal corporation of the State of California, certifies that it is
self -insured for general liability ($2,000,000), automobile liability ($2,000,000) and workers'
compensation liability ($2,000,000). The City warrants that the limits of its self-insurance
coverage meet or exceed the requirements and obligations as set for the, and to the extent
permitted, by State law.
In addition the City maintains excess liability and excess workers' compensation coverage
through various insurance companies.
The City of Vernon, will maintain its program of insurance for the benefit of the Oshkosh
Capital Company as it relates to the purchase of two Pierce PLC triple combination pumpers
throughout the duration of the Lease -Purchase Agreement and related lease schedule.
Respectfully submitted,
William Fox,
Director of Finance
E,�Ccfusivefy Industhar
101
Please provide the following information to your insurance company to help
expedite receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
Oshkosh Capital must be named Loss Payee and Additional Insured
30 Days Notice of Cancellation
Not Less than $2,000,000.00 limits on liability
Certificate must reflect a short equipment description
Certificate must reflect an expiration date
Certificate Holder Information:
Oshkosh Capital, its successors and/or all assigns
155 East Broad Street, 64-13230-05-7
Columbus, OH 43215
Please send a FAX copy of certificate to Cheryl Kennedy at 1-800-678-0602.
The original should be mailed to the same at:
Oshkosh Capital
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215
Please call Cheryl Kennedy at 1-800-820-9041, ext. 4, if you have any questions.
OSHKOSH CAPITAL
INFORMATION REQUEST
LESSEE NAME: City of Vernon
BILLING ADDRESS:
William F. Fox
Billing Contact
4305 Santa Fe Avenue
Street Address or Post Office Box
Vernon CA 90058
City, State and Zip
323-583-8811 x849 323-826-1491
Phone Number Fax Number
wfox@ci.vernon.ca.us
Email Address
PHYSICAL ADDRESS (IF DIFFERENT):
Street Address or Post
City, State and Zip
M�
Require Board Approval for Payments? X Yes No
Board Meeting Date? 1st & 3rd Tuesdays of every month
Require signed vouchers for payments? X Yes No
We typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do you foresee any problem
that would prevent the payment from being received on or before the due date?
Yes x No
Please list any special instructions below:
Form 33®G Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) ® Under Internal Revenue Code section 149(e) Dive No, 1645-0720
Department of the Treasury P See separate instructions.
Internal Revenue Service Caution: If the issue price is under $100,000, use Form 8038-GC.
Reporting Authority If Amended Return. check here ® l
1 Issuer's name
2 Issuer's employer identification number (EIN)
CITY OF VERNON
95.6000808
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
36 Telephone number of other person shown on 3a
WILLIAM F. FOX
323-583-8811 x849
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
5 Report number (For IFS Use Only)
4305 SANTA FE AVENUE
3 ,.., .
6 City, town, or post office, stale, and ZIP code
7 Date of issue
VERNON, CA 90058
7/24/2015
8 Name of issue
9 CUSIP number
LEASE SCHEDULE NO. 191184000
NONE
100 Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
JOAQUIN LEON, DEPUTY CITY TREASURER
323-583-8811 x365
ype of Issue (enter the Issue price). See the instructions and attach schedule.
11
12
13
14
15
16
17
18
Education . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe B>
. .
. .
. .
. .
. .
. .
11
12
13
14
_
15
16
17
18
19
20
If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . .
If obligations are BANS, check only box 19b . . . . . . . .
If obligations are in the form of a lease or installment sale, check box . . . . . . . .
0-❑
® ❑
®�
Hard 12 Description of Obligations. Complete for the entire issue for which this form is beino filed.
(a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted
price at maturity average maturity (e) Yield
21 7/24/2025 1,321,836.49 NIA 10 ears 3.39 %
Uses of Proceeds of Bond Issue (including underwriters' discount) N A
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 23
24 Proceeds used for bond issuance costs (including underwriters' discount) . q28
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) . . . . . . . . . . . . . . . . . . . . . .29
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30
Descri tion of Refunded Bonds. Complete this part only for refunding bonds. N/A
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ® years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ® years _
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . .
34 Enter the date(s) the refunded bonds were issued ® (mm/oD/YYYv)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9.2011)
F
35
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) 3Ba6a
b
Enter the final maturity date of the GIC
c
Enter the name of the GIC provider 4>
37
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . >37,-
38a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ® ❑ and enter the following information:
b
Enter the date of the master pool obligation C
c
Enter the EIN of the issuer of the master pool obligation
d
Enter the name of the issuer of the master pool obligation R
39
If the issuer has designated the issue under section 265(b)(3)(6)(1)(III) (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 F ❑ and enter the following information:
b
Name of hedge provider
c
Type of hedge @-
d
Term of hedge
42
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . lie,
❑
43
If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . 0
❑
44
If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . P
❑
45a
If some portion of the proceeds was used to reimburse expenditures, check here li� ❑ and enter the amount
of reimbursement . . . . . . . . .
b
Enter the date the official intent was adopted
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and process this re¢ n to the ersonhave 'zed above. �� (\/
P P V
t
Consent WILLIAM F. FOX, FINANCE DIRECTOR
Signature of issuer's authorized represeri ati e Date Type or print name and title
Print/Type preparer's name Preparer's signature Data PTIN
Paid Check ❑ if
Preparer self-employed
Use Only Firm's name 0-
Firm's EIN P
Firm's address P- Phone no.
Form 8038-G (Rev. 9-2011)