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Resolution No. 2017-041RESOLUTION NO. 2017-41 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 PNC EQUIPMENT FINANCE, LLC 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 1, 2017, the Fire Chief has recommended the City Council approve a Master Lease Purchase Agreement (the "Agreement") with PNC Equipment Finance, LLC ("PNC") establishing the terms and conditions for the purchase of one Pierce Arrow XT 107' Heavy Duty Tiller to be supplied by Pierce Manufacturing Inc., a subsidiary company of PNC, for an amount not to exceed $1,378,312.38; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement with PNC. 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 under the California Environmental Quality Act (CEQA), because the proposed action is an administrative 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, 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 a significant effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Master Lease Purchase Agreement with PNC Equipment Finance, LLC, 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's obligations under the Leases shall be subject to annual appropriation or renewal by the City Council as set forth in each Lease and the City's obligations under the Leases shall not constitute general obligations of the City or indebtedness under the Constitution or laws of the State. SECTION 7: As to each Lease, the City reasonably anticipates to issue not more than $10,000,000 of tax-exempt - 2 - obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds") during the current calendar year in which each such Lease is issued and hereby designates each Lease as a qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. SECTION 8: 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 PNC. SECTION 9: 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 let day of August, 2017. Name: Melissa A. Ybarra Title: Mayor / yor Pro -remit!. ATTEST: Matthew Ceballos ei-tp-��/ Deputy City Clerk APPROVED AS TO FORM: Zayn�Lh P4ussa, Senior Deputy City Attorney - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I,Matthew Ceballos, r_t1 -'`k / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2017-41, 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 1, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this g day of August, 2017, at Vernon, California. (SEAL) - 4 - Matthew Ceballos L i �k Deputy City Clerk EXHIBIT A E05 Master Lease -Purchase Agreement Between CITY OF VERNON AND PNC EQUIPMENT FINANCE, LLC 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 ❑ Resolution — The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. ❑ Incumbency Certificate — 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 PNC Equipment Finance, LLC, 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 August 9, 2017 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 PNC Equipment Finance, LLC ("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. - 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) 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 -4- 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, Lessee's 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. - 5 - E05 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. 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. E05 (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 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 - 7 - E05 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 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 E05 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. 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 LAUNDERINGIINTERNATIONAL 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 E05 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 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 - 10 - E05 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 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") By: Title: Melissa Ybarra, Mayor 4305 S. Santa Fe Ave Vernon, CA 90058 Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: PNC Equipment Finance, LLC ("Lessor") By: 155 East Broad Street, B4-B230-05-7 Columbus, OH 43215 Zaynah Moussa, Senior Deputy City Attorney - 11 - E28 LEASE SCHEDULE NO. 206155000 Dated As Of August 9, 2017 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 August 9, 2017 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. 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. 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 PNC Equipment Finance, LLC ("Lessor") By: Title: Melissa Ybarra, Mayor Title: Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney E28 1 E Schedule A-1 EQUIPMENT LOCATION & DESCRIPTION: City of Vernon 3375 Fruitland Ave Vernon, CA 90058 Los Angeles County 2018 Pierxe XT 107' Tiller Ascendant VIN # LEASE PAYMENT SCHEDULE. (a) Accrual Date: August 9, 2017 (b) Amount Financed i. Equipment Purchase Price $1,314,621.00 Performance Bond $3,877.82 Sales Tax $110,585.56 ii. Purchase Price Deduction $0.00 Prepay Discounts $50,772.00 Trade In $0.00 M. Total Amount Financed (Cash Sale Price minus $1,378,312.38 Purchase Price Deductions) E28 (c) Payment Schedule: Accrual Date: August 9, 2017 Rent Payment Rent Payment Rent Payment Interest Principal Portion Termination Number Date Amount Portion Value 1 8/9/2018 165,145.95 47,276.11 117,869.84 1,298,255.82 2 8/9/2019 165,145.95 43,233.17 121,912.78 1,172,685.65 3 8/9/2020 165,145.95 39,051.57 126,094.38 1,042,808.44 4 8/9/2021 165,145.95 34,726.53 130,419.42 908,476.44 5 8/9/2022 165,145.95 30,253.14 134,892.81 769,536.84 6 8/9/2023 165,145.95 25,626.32 139,519.63 625,831.63 7 8/9/2024 165,145.95 20,840.80 144,305.15 477,197.32 8 8/9/2025 165,145.95 15,891.13 149,254.82 323,464.86 9 8/9/2026 165,145.95 10,771.69 154,374.26 164,459.37 10 8/9/2027 165,145.95 5,476.66 159,669.29 1.00 City of Vernon ("Lessee") By: Title: Melissa Ybarra, Mayor Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney PNC Equipment Finance, LLC ("Lessor") By: Title: I:28 VEHICLE SCHEDULE ADDENDUM Dated As Of August 9, 2017 Lease Schedule No. 206155000 Dated August 9, 2017 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 PNC Equipment Finance, LLC ("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 PNC Equipment Finance, LLC ("Lessee") ("Lessor") By: By: Title: Melissa Ybarra, Mayor Title: Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney F24 CERTIFICATE OF INCUMBENCY Lessee: City of Vernon Lease Schedule No.: 206155000 Dated: August 9, 2017 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.] Melissa Ybarra Name ivame Mayor Title Title Signature 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] Oiynaiure or 0ecreLa1y/Ue1rc or Lessee Print Name: Maria E. Ayala Official Title: City Clerk Date: .1 OFFICE OF THE CITY ATTORNEY 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Date: August 1, 2017 Lessee: City of Vernon Lessor: PNC Equipment Finance, LLC Re: Lease Schedule No. 206155000 dated August 9, 2017, together with its Master Lease -Purchase Agreement dated August 9. 2017, by and between the above -named Lessee and the above -named Lessor To Whom It May Concern: 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 California charter City and California Municipal corporation organized and existing under its Charter and the Constitution of the State of California (the "State"). Z 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, Zaynah Moussa Senior Deputy Attorney I01 INSURANCE COVERAGE DISCLOSURE PNC Equipment Finance, LLC 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 PNC Equipment Finance, LLC and/or its assigns as Lender Loss Payee. Coverage Required: Termination Value Specified b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Equipment Finance, LLC 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 PNC Equipment Finance, LLC, Attn: Insurance Dept, 995 Dalton Ave., Cincinnati, OH 45203, 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 Vernon By: Title: Director of Finance 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.- 0 PNC Equipment Finance, LLC must be named Lender 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: PNC Equipment Finance, LLC, its successors and/or all assigns Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please send a FAX copy of certificate to at 1-800-678-0602. The original should be mailed to the same at: PNC Equipment Finance, LLC Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please call Cheryl Kenned at 1-800-820-9041, ext. 4, if you have any questions. W THREE PARTY AGREEMENT Dated as of August 9, 2017 "Lessee" means City of Vernon "Schedule" means Lease Schedule No. 206155000 Dated August 9, 2017 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 PNC Equipment Finance, LLC ("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: $1,314,621.00 Sales Tax $110,585.56 Vendor Discounts: $50,772.00 Advance Payment Date: August 9, 2017 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: $1,378,312.38 4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth below. Anticipated Delivery Date: July 9, 2018 (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. September 9, 2018 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 Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to such Delayed Equipment, then Supplier hereby agrees as follows only for the Delayed Equipment: M (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 PNC Equipment Finance, LLC ("Lessee") ("Lessor") IE la Title: Melissa Ybarra, Mayor Title: Pierce Manufacturing Inc. ("Supplier") Z Title: Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney 101 Exhibit A DELIVERY & ACCEPTANCE CERTIFICATE Lease Schedule No. 206155000 Reference is made to the above Lease Schedule ("Schedule"), which has been executed and delivered by the undersigned Lessee ("Lessee") and PNC Equipment Finance, LLC ("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: 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") By: Title: Melissa Ybarra, Mayor Attest Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney PNC Equipment Finance, LLC INFORMATION REQUEST LESSEE NAME: City of Vernon FEDERAL TAX I.D. # 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 ext. 849 323-826-1491 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? Yes No Board Meeting Date? Require signed vouchers for payments? 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 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. Reportinq Authority If Amended Return, check here ► ❑ 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 S Santa Fe Ave 131 6 City, town, or post office, state, and ZIP code 7 Date of issue Vernon, CA 90058 8/2/2017 8 Name of issue 9 CUSIP number Lease # 206155000 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 William F. Fox, Finance Director 323-583-8811 90 Ma TVDe of Issue (enter the 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 ► 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . No. ❑ . . . . IN. ❑ . . . . ► ❑✓ 11 12 13 14 1,378,312 38 15 16 17 18 Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity a Yield ( ) 21 8/9/2027 1,378,312.38 1,378,312.38 10 years 3.430 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 1,378,312 38 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 1 1,378,312 38 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. 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 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 Do- 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 Plo- 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 . . . . ► Z 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 Po- 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 No - 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. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this return, to the person that I have authorized above. William F. Fox, Finance Director Signature of issuer's authorized representative Date ' Type or print name and title Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN self-employed Firm's name ► Firm's address ► Firm's EIN Do - Phone no. Form 8038-G (Rev. 9-2011) 4( 0 PERFORM. LIKE NO OTHER: Vernon Fire Department 100% Pre -Payment Option June 12, 2017 If a 100% pre -payment were made at contract signing, the following discount would be applied to the final invoice: Each Extension One ( 1 ) Pierce Arrow XT 107' Heavy Duty Tiller $ 1,292,607.00 $ 1,292,607.00 Fire Department Contingency $ 22,000.00 $22,000 100% Prepayment Discount $ (50,772.00) $ (50,772.00) APPARATUS COST $ 1,263,835.00 $ 1,241,835.00 Sales Tax @ 8.750% $ 110,585.56 $ 110,585.56 Performance Bond $ 3,877.82 $ 3,877.82 California Tire Fee $ 14.00 $ 14.00 TOTAL PREPAY PURCHASE PRICE $ 1,378,312.38 $ 1,378,312.38 Less 100% pre -payment at Contract Signing $ 1,378,312.38 $ 1,378,312.38 BALANCE DUE AT DELIVERY $0.00 $0.00 a) If your department makes a 100% cash pre -payment at contract signing. b) If your department signs up for a lease -purchase with Pierce Financial Solutions. This would require no money down and no payments for one (1) year if desired. * Discount for the 100% pre -payment option includes discounts for the chassis, interest, aerial (if applicable), and flooring charges. * Any item added after this option is elected will come at additional cost and will be added to the final invoice. INVITATION CITY OF PHILADELPHIA BID NUMBER rPAGEof AND BID PROCUREMENT DEPARTMENT 57YN2160 19 Continuation PHILADELPHIA, PA 19102 - 1685 FIRM NAME (Must be filled in)p1erCe Manufacturing. Inc_ Pursuant to Paragraph 19, Default and Termination, of the SS&E Terms and Conditions of Bidding and Contract, failure to comply with the City's payment reporting process may be considered an Event of Default. 4.3 VENDOR ACCEPTANCES - IN SUBMITTING AN EXECUTED BID, THE BIDDER AGREES TO THE CONTRACT MANAGEMENT PROCEDURES IN THIS SECTION. SECTION 5: PRICING (PRICES QUOTED MAY NOT EXCEED THREE (3) DECIMAL PLACES) Unit pricing quoted below will prevail in case of any discrepancy(ies) between unit price and the extended amount and will be the determining factor in establishing applicable contract amounts)/award. 5.1 Aerial Fire Apparatus - Compact Design UNIT PRICE 42881-000-017 $ 1,114,415.00 IsUNIT AS PER SPECIFICATION OMIT 19.0, PRE -PRODUCTION INSPECTION OMIT 34.1, OPERATOR TRAINING OMIT 34.2, TECHNICIAN TRAINING 5.1.1 Percentage discount from 5.1 Price for two (2) units Purchased on same order. 0 % 5.1.2 Percentage discount from 5.1 Price for three (3) units Purchased on same order. 0 % 5.1.3 Percentage discount from 5.1 Price for four (4) units Purchased on same order. 0 % 5.1.4 Percentage discount from 5.1 Price for five (5) units Purchased on same order. 0 % OPTIONS 5.2 42881-009-184 OPTION ITEM 19.1, PRE -CONSTRUCTION CONFERENCE $ $1,500.00 16 (Cost per individual) INVITATION AND BID Continuation CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT PHILADELPHIA, PA 19102 - 1685 BID NUMBER PAGE OF S7YN2160 19 19 FIRM NAME (Must be filled in) UNIT PRICE 5.3 42881-009-185 OPTION ITEM 19.1.1, VIRTUAL PRE -CONSTRUCTION CONFERENCE $ N/C 5.4 42991-009-186 OPTION ITEM 19.2, COMPLETED CHASSIS INSPECTION TRIP $ $1,500.00 (Cost per individual) 5.5 42881-009-187 OPTION ITEM 19.2.1, VIRTUAL COMPLETED CHASSIS INSPECTION $ N/C 5.6 42991-009-188 OPTION ITEM 19.3, BODY MID -INSPECTION TRIP $ $1,500.00 (Cost per individual) 55.7 42881-009-189 OPTION ITEM 19.3.1, VIRTUAL BODY MID -INSPECTION $ N/C 5.8 42881-009-190 OPTION ITEM 19.4, FINAL COMPLETION INSPECTION TRIP $ $1,500.00 (Cost per individual) 5.9 42881-009-191 OPTION ITEM 19.4.1, VIRTUAL FINAL COMPLETION INSPECTION $ N/C 5.10 42881-009-192 OPTION ITEM 34.1, OPERATOR TRAINING $ $3,960.00 5.11 42991-009-193 OPTION ITEM 34.2, TECHNICIAN TRAINING $ $3,960.00 Total $ 1,128,335.00 (5.1 - 5.11) BASIS OF AWARD FOR THIS BID WILL BE ON THE UNIT PRICE 5.1 ONLY. &11 items must be bid for eligibility. Bidder to estimate the number of CALENDAR days after receipt of order for delivery: 525 CALENDAR days INVITATION CITY OF PHILADELPHIA BID NUMBER PAGE of S7YN2160 18 19 AND DID PROCUREMENT DEPARTMENT Continuation PHILADELPHIA, PA 19102 - 1685 FIRM NAME (Must be filled in) qmxtan rs to dM ER Pursuant to Paragraph 19, Default and Termination, of the SS&E Terms and Conditions of Bidding and Contract, failure to comply with the City's payment reporting process may be considered an Event of Default. 4.3 VENDOR ACCEPTANCES - IN SUBMITTING AN EXECUTED BID, THE BIDDER AGREES TO THE CONTRACT MANAGEMENT PROCEDURES IN THIS SECTION. SECTION 5: PRICING (PRICES QUOTED MAY NOT EXCEED THREE (3) DECIMAL PLACES) Unit pricing quoted below will prevail in case of any discrepancy(ies) between unit price and the extended amount and will be the determining factor in establishing applicable contract amount(s)/award. 5.1 Aerial Fire Apparatus - Compact Design UNIT PRICE 42881-000-017 $ 1,137,863.00 UNIT AS PER SPECIFICATION OMIT 19.0, PRE -PRODUCTION INSPECTION OMIT 34.1, OPERATOR TRAINING OMIT 34.2, TECHNICIAN TRAINING 5.1.1 Percentage discount from 5.1 Price for two (2) units Purchased on same order. 2 % 5.1.2 Percentage discount from 5.1 Price for three (3) units Purchased on same order. 3 % 5.1.3 Percentage discount from 5.1 Price for four (4) units Purchased on same order. 5.5 % 5.1.4 Percentage discount from 5.1 Price for five (5) units Purchased on same order. 5.5 % OPTIONS 5.2 42881-009-184 OPTION ITEM 19.1, PRE -CONSTRUCTION CONFERENCE $ 300.00 (Cost per individual) INVITATION CITY OF PHILADELPHIA BID NUMBER PAGE OF S7YN2160 19 19 AND BID PROCUREMENT DEPARTMENT FIRM NAME (Must be tilled in) Continuation PHILADELPHIA, PA 19102 - 1685 MDt= UY� � Spartan ER UNIT PRICE 5.3 42881-009-185 OPTION ITEM 19.1.1, VIRTUAL PRE -CONSTRUCTION CONFERENCE $ 600.00 5.4 42881-009-186 OPTION ITEM 19.2, 1,500.00 COMPLETED CHASSIS INSPECTION TRIP $ (Cost per individual) 5.5 42881-009-187 OPTION ITEM 19.2.1, VIRTUAL COMPLETED CHASSIS INSPECTION $ 600.00 5.6 42881-009-188 OPTION ITEM 19.3, BODY MID -INSPECTION TRIP $ 300.00 (Cost per individual) 5.7 42881-009-189 OPTION ITEM 19.3.1, • VIRTUAL BODY MID -INSPECTION $ 600.00 5.8 42881-009-190 OPTION ITEM 19.4, FINAL COMPLETION INSPECTION TRIP $ 300.00 (Cost per individual) 5.9 42881-009-191 OPTION ITEM 19.4.1, VIRTUAL FINAL COMPLETION INSPECTION $ 600.00 5.10 42881-009-192 OPTION ITEM 34.1, OPERATOR TRAINING $ 675.00 5.11 42881-009-193 OPTION ITEM 34.2, TECHNICIAN TRAINING $ 1,000.00 Total $ 1,144,338.00 (5.1 - 5.11) BASIS OF AWARD FOR THIS BID WILL BE ON THE UNIT PRICE 5.1 ONLY. All items must be bid for eligibility. *dder to estimate the number of CALENDAR. days after receipt of order for delivery: 390 CALENDAR days 4.3 INVITATION AND BID Continuation CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT PHILADELPHIA, PA 19102 - 1685 BID NUMBER PAGE OF S7YN2160 18 19 FIRM NAME (Must be filled in) Kovatch Mobile Equipment Corp. Pursuant to Paragraph 19, Default and Termination, of the SS&E Terms and Conditions of Bidding and Contract, failure to comply with the City's payment reporting process may be considered an Event of Default. A VENDOR ACCEPTANCES - IN SUBMITTING AN EXECUTED BID, THE BIDDER AGREES TO THE CONTRACT MANAGEMENT PROCEDURES IN THIS SECTION. SECTION 5: PRICING (PRICES QUOTED MAY NOT EXCEED THREE (3) DECIMAL PLACES) Unit pricing quoted below will prevail in case of any discrepancy(ies) between unit price and the extended amount and will be the determining factor in establishing applicable contract amounts)/award. 5.1 Aerial Fire Apparatus - Compact Design UNIT PRICE 42881-000-017 $ 1,049,783.00 UNIT AS PER SPECIFICATION OMIT 19.0, PRE -PRODUCTION INSPECTION OMIT 34.1, OPERATOR TRAINING OMIT 34.2, TECHNICIAN TRAINING 5.1.1 Percentage discount from 5.1 Price for two (2) units Purchased on same order. N/A o 5.1.2 Percentage discount from 5.1 Price for three (3) units Purchased on same order. N/A o 5.1.3 Percentage discount from 5.1 Price for four (4) units Purchased on same order. N/A o 5.1.4 Percentage discount from 5.1 Price for five (5) units Purchased on same order. N/A o OPTIONS 5.2 42881-009-184 OPTION ITEM 19.1, PRE -CONSTRUCTION CONFERENCE $ 175.00 (Cost per individual) INVITATION CITY OF PHILADELPHIA BID NUMBER PAGE of S7YN2160 19 19 AND BID PROCUREMENT DEPARTMENT FIRM NAME (Must be filled in) Continuation PHILADELPHIA, PA 19102 - 1685 Kovatch Mobile Equipment Corp. 5.3 42881-009-185 OPTION ITEM 19.1.1, VIRTUAL PRE -CONSTRUCTION CONFERENCE 5.4 42881-009-186 OPTION ITEM 19.2, COMPLETED CHASSIS INSPECTION TRIP (Cost per individual) 5.5 42881-009-187 OPTION ITEM 19.2.1, VIRTUAL COMPLETED CHASSIS INSPECTION 5.6 42881-009-188 OPTION ITEM 19.3, BODY MID -INSPECTION TRIP (Cost per individual) 5.7 42881-009-189 OPTION ITEM 19.3.1, VIRTUAL BODY MID -INSPECTION 5.8 42881-009-190 OPTION ITEM 19.4, FINAL COMPLETION INSPECTION TRIP (Cost per individual) 5.9 42881-009-191 OPTION ITEM 19.4.1, VIRTUAL FINAL COMPLETION INSPECTION 5.10 428B1-009-192 OPTION ITEM 34.1, OPERATOR TRAINING 5.11 42881-009-193 OPTION ITEM 34.2, TECHNICIAN TRAINING UNIT PRICE r an nn $175.00 $ 80.00 17r, nn $ 175.00 MI� F ?qn nn c 9r;n nn Total $ 1,051,303.00 (5.1 - 5.11) BASIS OF AWARD FOR THIS BID WILL BE ON THE UNIT PRICE 5.1 ONLY. All items must be bid for eligibility. DIdder to estimate the number of CALENDAR days after receipt of order for delivery: 380-420 CALENDAR days PO NUMBER CHANGENO PAGE NO PURCHASE ORDER CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT ROOM 170, MUNICIPALSERVICESBLDG., PHILA PA 19102 ' PDXX17118621 , SOLD TO SHIP TO INVOICE TO '25 OFFICE OF FLEET MANAGEMENT FLEET MANAGEMENT 25 OFFICE OF FLEET MANAGEMENT DEPARTMENT TO CONTACT VENDOR WITH 25 OFFICE OF FLEET MANAGEMENT ACCOUNTS PAYABLE 100 SOUTH BROAD STREET, 3RD FL DELIVERY INSTRUCTIONS 100 SOUTH BROAD STREET, 3RD FLOOR PHILADELPHIA PA PHILADELPHIA PA 19100 PHILADELPHIA PA 19102 NAME : TERI ANTONELLI NAME : FRED HARRISON NAME : WANDA SHEPARD PHONE: (215) 686.1888 PHONE: (215) 686.1879 PHONE: (215) 686-1893 ORDER DATE REQUIRED DATE SHIPPING INSTRUCTIONS... TERMS VENDOR NUMBER 04124/17 06/30117 F09.OUR DESTINATION 0 % NET 30 390139810 PURCHASEDFROM MAIL TO PAY TO PIERCE MANUFACTURING INC PIERCE MANUFACTURING INC PIERCE MANUFACTURING INC PO BOX 2017 PO BOX 2017 PO BOX 2017 2600 AMERICAN DRIVE 2600 AMERICAN DRIVE 2600 AMERICAN DRIVE APPLETON WI 54913 APPLETON WI 64914 APPLETON VA 54913 NAME : CRAIG NEAL NAME : CRAIG NEAL PHONE: (920) 832-3000 PHONE: (920) 832-3000 CONTRACTNUMBER BID NUMBER REQ NUMBER VENDOR REF NO BUYERNAME BUYERPHONENO 170535 S7YN2160 RQXX17100316 MANTON, JANICE (215) 686-4794 CONTRACT START DATE CONTRACTEND DATE FED EIN ATTACHMENTS PO START DATE PO END DATE 04/01/17 03/31/18 390139830 04/07/17 06130/17 ITM DESCRIPTION CITY UNIT UNIT AMOUNT NO PRICE THIS IS A REQUIREMENTS CONTRACT PURCHASE ORDER. DO NOT DELIVER UNTIL DIRECTED TO DO SO BY THE DEPARTMENT, OR SHIPMENT WILL BE REFUSED. 1 42881-000-017 3.00 EA 1,114,415.0000 3,343,245.00 FIRE APPARATUS, AERIAL; COMPACT DESIGN 2 42881-009-184 4.00 EA 1,500.0000 6,000.00 OPTION; PRE -CONSTRUCTION CONFERENCE, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN 3 42881-009-186 4.00 EA 1,500.0000 6,000.00 OPTION; COMPLETED CHASSIS INSPECTION TRIP, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN (COST PER INDIVIDUAL) 4 42881-009-188 4.00 EA 1,500.0000 6,000.00 OPTION; BODY MID -INSPECTION TRIP, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN (COST PER INDIVIDUAL) 5 42881-009-190 4.00 EA 1,500.0000 6,000.00 OPTION; FINAL COMPLETION INSPECTION TRIP, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN (COST PER INDIVIDUAL) 6 42881-009-192 3.00 EA 3,960.0000 11,880.00 OPTION; OPERATOR TRAINING, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN THIS ORDER IS ISSUED SUBJECT TO THE TERMS AND CONDITIONS OF THE ACCEPTED BID TOTAL 3,383,085.00 AND/OR CONTRACT. NO CHANGE MAY BE MADE IN ANY OF THE PROVISIONS OF THIS ORDER ISSUED BY WITHOUT APPROVAL OF THE PROCUREMENT DEPARTMENT. 11J • Purchase Order Number must be shown on all invoices, cartons, packages, containers, tags, labels, and correspondence.— for Procurement Commissi er • A separate invoice must be submitted for each Purchase Order. • The information indicated by arrows must appear on vendor's invoice. CERTIFIED FUNDS AVAILABLE • This order is subject to cancellation if delivery is not made as scheduled. • The City does not accept responsibility for overshipments. • Suppliers are not authorized to substitute. • A Packing list must accompany all deliveries. • Vendors are warned that employees of the City are not permited to pick up merchandise without "Pick -Up Authorization" from the Requesting department. For Director of Finance NOT VALID WITHOUT SIGNATURES NEWP01 (REV 01/2016) ` F N ^ ^ n PURCHASE ORDER CONTINUATION CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT ROOM 170, MUNICIPALSERVICESBLDG, PHILA PA 19102 PO NUMBER PDXX17118621 CHANGENO PAGE NO 2 INOM DESCRIPTION QTY UNIT UNIT AMOUNT PRICE 7 42881.009.193 1.00 EA 3,960.0000 3,960.00 OPTION; TECHNICIAN TRAINING, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN 68-8 REV 6-93 1 VF N nn R P01CON 7-93 Master Lease -Purchase Agreement Between City of Vernon and PNC Equipment Finance, LLC SIGNATURE ROUTING FORM CONTRACTOR: PNC Equipment Finance, LLC CONTRACT PURPOSE: Master Lease -Purchase Agreement for one (1) Pierce Arrow XT 107' Heavy Duty Tiller for the Fire Department CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID IR EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES ❑ MATERIALS ® BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $1,378,312.38 Charge Acct. No(s) 011.1033.8500000 Amendment Value $ ❑ Contract is an Amendment to Eden Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: Bruce K. English PHONE: ext.287 AUTHORIZATION: IN Approved by Council on 08/01/17 (Check one and attach Resolution No. 2017- l(if applicable) supporting documentation) ❑ Approved by City Administrator on ❑ Approved by Finance Director on ROUTING SEQUENCE: (Please Follow In Order) (1) Responsible Department Person Certifies compliance with Competitive Bidding and Purchasing Ordinance, 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 Approves insurance and sureties, if bonds required. (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget. (4) City Attorney Approves contract as to form. (5) City Signatory Signs document on behalf of City. Initials Date 44V '�i7lij (6) City Clerk v 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. X � Rev. 6/2017 TRANSMITTAL COMMUNICATION CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: August 9, 2017 TO: Bruce English, Fire Chief FROM: Deborah Juarez, Records Management Assistant RE: Resolution No. 2017-41 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 PNC Equipment Finance, LLC Please find attached for your transmittal to the appropriate party for execution two partially executed original agreements, approved by Resolution No. 2017-41 on August 1, 2017. Please ensure that this office receives a fully executed original for the file. Thank you. Attachment Agreement 17-068 PARTIALLY EXECUTED AGREEMENTS E05 Master Lease -Purchase Agreement Between CITY OF VERNON AND PNC EQUIPMENT FINANCE, LLC 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 ❑ Resolution — The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. ❑ Incumbency Certificate — 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 PNC Equipment Finance, LLC, 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 August 9, 2017 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 PNC Equipment Finance, LLC ("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 -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) 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 -4- 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, Lessee's 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. - 5 - E05 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. 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. WE E05 (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 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 -7- E05 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 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 E05 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. 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 E05 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 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 -10- E05 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 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") By: Title: Melissa Ybarra, Ma or 4305 S. Santa Fe Ave Vernon, CA 90058 Attest: Maria . Ayala, Cityglerk APPROVED AS TO FORM: PNC Equipment Finance, LLC ("Lessor") By: Title 155 East Broad Street, B4-B230-05-7 Columbus, OH 43215 Z h Moussa, Senior Deputy City Attorney - 11 - E28 LEASE SCHEDULE NO. 206155000 Dated As Of August 9, 2017 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 August 9, 2017 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 ("Less e") By: Title: Melissa Ybarra, Mayor test: Mari E. Ayala, Ci Clerk AP OVE AS TO FORM: Zayn 4ussa, Senior Deputy City Attorney PNC Equipment Finance, LLC ("Lessor") By: Title: E28 i 2 Schedule A-1 EQUIPMENT LOCATION & DESCRIPTION: City of Vernon 3375 Fruitland Ave Vernon. CA 90058 Los Angeles County 2018 Pierxe XT 107' Tiller Ascendant VIN # LEASE PAYMENT SCHEDULE. (a) Accrual Date: August 9, 2017 (b) Amount Financed i. Equipment Purchase Price $1 314,621.00 Performance Bond $3,877.82 Sales Tax $110,585.56 ii. Purchase Price Deduction $0.00 Prepay Discounts $50,772.00 Trade In $0.00 Total Amount Financed (Cash Sale Price minus $1 378,312.38 iii. Purchase Price Deductions) E28 (c) Payment Schedule: Accrual Date: August 9. 2017 Rent Payment Rent Payment Rent Payment Interest Principal Portion Termination Number Date Amount Portion Value 1 8/9/2018 165,145.95 47,276.11 117,869.84 1,298,255.82 2 8/9/2019 165,145.95 43,233.17 121,912.78 1,172,685.65 3 8/9/2020 165,145.95 39,051.57 126,094.38 1,042,808.44 4 8/9/2021 165,145.95 34,726.53 130,419.42 908,476.44 5 8/9/2022 165,145.95 30,253.14 134,892.81 769,536.84 6 8/9/2023 165,145.95 25,626.32 139,519.63 625,831.63 7 8/9/2024 165,145.95 20,840.80 144,305.15 477,197.32 8 8/9/2025 165,145.95 15,891.13 149,254.82 323,464.86 9 8/9/2026 165,145.95 10,771.69 154,374.26 164,459.37 10 8/9/2027 165,145.95 5,476.66 159,669.29 1.00 City of Vernon ("Le" see W/� 2h4�(( By: Title: MeLa sa Ybarra, Ma or Maria q. Ayala, City Cl* AP ROVE OFORM: Zayn M ussa, Senior Deputy City Attorney PNC Equipment Finance, LLC ("Lessor") By: Title: E38 VEHICLE SCHEDULE ADDENDUM Dated As Of August 9, 2017 Lease Schedule No. 206155000 Dated August 9, 2017 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 PNC Equipment Finance, LLC ("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 Title: Melissa Ybarra, May Atte t: Maria E Ayala, City C k AP OV D O FORM: Zayne6wussa, Senior Deputy City Attorney PNC Equipment Finance, LLC ("Lessor") By: Title: 1:24 CERTIFICATE OF INCUMBENCY Lessee: City of Vernon Lease Schedule No.: 206155000 Dated: August 9, 2017 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.] Melissa Ybarra Name Name Mayor Title 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 Secretary/C k of Lessee Print Name: Maria E. Ayala Official Title: City Clerk Date: 8 OFFICE OF THE CITY ATTORNEY 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Date: August 1, 2017 Lessee: City of Vernon Lessor: PNC Equipment Finance, LLC Re: Lease Schedule No. 206155000 dated August 9, 2017, together with its Master Lease -Purchase Agreement dated August 9, 2017, by and between the above -named Lessee and the above -named Lessor To Whom It May Concern: 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 California charter City and California Municipal corporation organized and existing under its Charter and the Constitution of the State of California (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. Ve truly yo Zayn PhssSenioy City Attorney AC" 08/CERTIFICATE OF PROPERTY INSURANCE DATE 04//2017 Y) 017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER CONTACT Aon Risk Insurance services West, Inc. PHONE FAX San Francisco CA Office INC. No.Ext) (866) 283-7122 ac No.): (800) 363-0105 E-MAIL 425 Market Street ADDRESS Suite 2800 PRODUCER 10483940 San Francisco CA 94105 USA CUSTOMER ID INSURED INSURER A: The Hanover Insurance Co 22292 City of Vernon INSURER B: 4305 S Santa Fe Avenue INSURER C: Vernon CA 900580000 USA INSURER D: INSURER E: INSURER F: c7nnA7R7hR)) COMWICIn Al Kit IMRGD- VVVGr\MV LJ --- - - - LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) As of 8/9/17: Scheduled Limit covers 2018 Pierxe XT 107" Tiller Ascendant THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS PROPERT\- CAUSES OF LOSS I DEDUCTIBLES BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PEAS PROP BLANKET BLDG & PP BASIC BUILDING BROAD CONTENTS SPECIAL EARTHQUAKE WIND FLOOD A X CAUSES INLAND MARINE OF LOSS NAMED PERILS All Risk TYPE OF POLICY Contractors Eqp 07/01/2017 07/01/2018 X Scheduled Loss Limit $1,378.312 POLICY NUMBER IH3A04413703 X CRIME TYPE OF POLICY BOILER & MACHINERY I EQUIPMENT BREAKDOWN SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PNC Equipment Finance, LLC, its successors and/or all assigns are included as Lender's LOSS Payee in accordance with the policy provisions of the Inland Marine Policy with respect to the above referenced equipment. CERTIFICATE HOLDER PNC Equipment Finance, LLC its successors and/or all assigns Attn: Insurance Dept 995 Dalton Ave. Cincinnati OH 45203 USA L C u L .fl O Y CANCELLATION M SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. L � =J AUTHORIZED REPRESENTATIVE�nW /J� aL, © 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE08 M/ 2017 YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services west, Inc. San Francisco CA Office CONTACT NAME: PHONE (g66) 283-7122 FAX (800) 363 0105 (AIC. No. EXt): (.C. No.): E-MAIL ADDRESS: 425 Market Street Suite 2800 INSURER(S) AFFORDING COVERAGE NAIC # San Francisco CA 94105 USA INSURED INSURER A: Allied world Insurance Company 22730 INSURER B: C1 tV of Vernon 4305 S Santa Fe Avenue Vernon CA 900580000 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570067869607 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DDIYYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE ❑OCCUR PREMISES Ea occurrence MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE PRODUCTS-COMPlOPAGG POLICY ❑ PRO ❑ LOC JECT OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY A Ea accident BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY 0AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per accident A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 5110007900 SIR applies per policy terns 07/01/2017 & conditions 07/01/2018 EACH OCCURRENCE $1,000,000 AGGREGATE $3,000,000 DIED I X RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER /EXECUTIVE PER STATUTE I OTH. ER E. L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? (Mandatory in NH) ❑ N / A E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule. may be attached if more space is required) General Liability is Self -insured Retention for $2,000,000 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PNC Equipment Finance, LLC, AUTHORIZED REPRESENTATIVE its successors and/or all assigns Attn: Insurance Dept 995 Dalton Ave t(XlY/O C✓�GrJ691fC/cJY' �/ Cincinnati OH 45203 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 101 INSURANCE COVERAGE DISCLOSURE PNC Equipment Finance, LLC, 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 PNC Equipment Finance, LLC and/or its assigns as Lender Loss Payee. Coverage Required: Termination Value Specified b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Equipment Finance, LLC 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 PNC Equipment Finance, LLC, Attn: Insurance Dept, 995 Dalton Ave., Cincinnati, OH 45203, 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 Vernon By: ____W a Title: Director of Finance William F. Fox 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: • PNC Equipment Finance, LLC must be named Lender 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: PNC Equipment Finance, LLC, its successors and/or all assigns Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please send a FAX copy of certificate to at 1-800-678-0602. The original should be mailed to the same at: PNC Equipment Finance, LLC Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please call Cheryl Kenned at 1-800-820-9041, ext. 4, if you have any questions. M THREE PARTY AGREEMENT Dated as of August 9, 2017 "Lessee" means City of Vernon "Schedule" means Lease Schedule No. 206155000 Dated August 9, 2017 , 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 PNC Equipment Finance, LLC ("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: $1,314,621.00 Sales Tax $110,585.56 Vendor Discounts: $50,772.00 Advance Payment Date: August 9, 2017 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: $1 378,312.38 4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth below. Anticipated Delivery Date: July 9 2018 (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: September 9, 2018 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 Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to such Delayed Equipment, then Supplier hereby agrees as follows only for the Delayed Equipment: 101 (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: Mel ssa Ybarra, May r Pierce Manufacturing Inc. ("Supplier") By Title: Affe�t: , 4 (�. K ?, A Maria E Ayala, rty CI APPROVED AST FORM: Zaynah M ssa, Senior Deputy City Attorney PNC Equipment Finance, LLC ("Lessor") By: Title: 101 PNC Equipment Finance, LLC 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 ext. 849 323-826-1491 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? 1 st and 3rd Tuesday 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 Caution: If the issue price is under $100,000, use Form 8038-GC. Internal Revenue Service Qannrtinn erithnrity If Amended Return. check here ► I I 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 S Santa Fe Ave 3 6 City, town, or post office, state, and ZIP code 7 Date of issue Vernon, CA 90058 8/212017 8 Name of issue 9 CUSIP number Lease # 206155000 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 323-583-8811 EMORPM Tenn of loci a /antar tha ieena nrical_ Roo tho instriintinnc nnri 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► ❑ . . . . ► ❑ . . . . IN. ❑✓ 11 12 13 14 1,378,312 38 15 16 17 18 Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity a Yield ( ) 21 8I912027 $ 1,378,312.38 $ 1,378,312.38 10 years 1 3.430 uses of Proceeds or tiona Issue pncluaing unaerwnzers- alscouni) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 1,378,312 38 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 1 1,378,312 38 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. 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 FUMM 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 Bi- 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 Ol- 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 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 return, t the person that I ha v thorized above. �y Consent �/ D �� William F. Fox, Finance Director ' Signature of issuer's authorized representativ 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) FULLY EXECUTED AGREEMENT FIRE DEPARTMENT INTER -DEPARTMENT MEMORANDUM DATE: May 21, 2018 TO: Debbie Juarez, Records Management Assistant FROM: Adriana Ramos, Fire Administrative Analyst d RE: PNC Equipment Finance, LLC — Master Lease Purchase Agreement For your files, enclosed please find one (1) fully executed original agreement, approved by Resolution No. 2017-41 on August 1, 2017 between the City of Vernon and PNC Equipment Finance, LLC. Thank you. Enclosures E05 Master Lease -Purchase Agreement Between CITY OF VERNON AND PNC EQUIPMENT FINANCE, LLC 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 ❑ Resolution — The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. ❑ Incumbency Certificate — 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 PNC Equipment Finance, LLC, 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 August 9, 2017 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 PNC Equipment Finance, LLC ("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 -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) 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 -4- 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, Lessee's 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. - 5 - E05 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. 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. I. E05 (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 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 -7- E05 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 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 E05 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. 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 E05 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 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 -10- E05 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 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") By: Title: Melissa Ybarra, Ma or 4305 S. Santa Fe Ave Vernon, CA 90058 Attest: rA J.0-- Maria . Ayala, City erk APPROVED AS TO FORM: PNC Equipment Finance, LC ("Les or") By: Title Rrian RrnrishaW 155 East Broad Street, qA B6Dr05-7 Columbus, OH 43215 Z h Moussa, Senior Deputy City Attorney - 11 - E28 LEASE SCHEDULE NO. 206155000 Dated As Of August 9, 2017 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 August 9, 2017 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 PNC Equipment Financ9:a_ ("Less e") By: �vG�C By: 9"It� Melissa Ybarra. Mayor Brian Bradshaw Title: Title: nai..or test; Mari E. Ayala, Ci Clerk AP OVE AS TO FORM: Zayn Njussa, Senior Deputy City Attorney E28 1 2. Schedule A-1 EQUIPMENT LOCATION & DESCRIPTION: City of Vernon 3375 Fruitland Ave Vernon, CA 90058 Los Angeles County 2018 Pierxe XT 107' Tiller Ascendant VIN # LEASE PAYMENT SCHEDULE. (a) Accrual Date: August 9, 2017 (b) Amount Financed i. Equipment Purchase Price $1 314 621.00 Performance Bond $3 877.82 Sales Tax $110,585.56 ii. Purchase Price Deduction $0.00 Prepay Discounts $50,772.00 Trade In $0.00 Total Amount Financed (Cash Sale Price minus $1,378,312.38 iii. Purchase Price Deductions) E28 (c) Payment Schedule: Accrual Date: August 9, 2017 Rent Payment Rent Payment Rent Payment Interest Principal Portion Termination Number Date Amount Portion Value 1 8/9/2018 165,145.95 47,276.11 117,869.84 1,298,255.82 2 8/9/2019 165,145.95 43,233.17 121,912.78 1,172,685.65 3 8/9/2020 165,145.95 39,051.57 126,094.38 1,042,808.44 4 8/9/2021 165,145.95 34,726.53 130,419.42 908,476.44 5 8/9/2022 165,145.95 30,253.14 134,892.81 769,536.84 6 8/9/2023 165,145.95 25,626.32 139,519.63 625,831.63 7 8/9/2024 165,145.95 20,840.80 144,305.15 477,197.32 8 8/9/2025 165,145.95 15,891.13 149,254.82 323,464.86 9 8/9/2026 165,145.95 10,771.69 154,374.26 164,459.37 10 8/9/2027 165,145.95 5,476.66 159,669.29 1.00 City of Vernon ("Lessee") By: Title: Me ' sa Ybarra, Ma or A Maria I Ayala, City CIO APAROVEV-ANSAO FORM: PNC Equipment Finance, LLC ("Lessor, By: Title: Brian Bradshaw Officer Senior Deputy City Attorney 128 VEHICLE SCHEDULE ADDENDUM Dated As Of August 9, 2017 Lease Schedule No. 206155000 Dated August 9, 2017 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 PNC Equipment Finance, LLC ("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 PNC Equipment Finance, LLC ("Lessee") ("Lessor") B By: Title: Melissa Ybarra. May Title: Brian Bradshaw Officer Atte t: Maria Ej Ayala. City C k AP OV D O FORM: Zayn ussa. Senior Deputy City Attorney E'_-4 CERTIFICATE OF INCUMBENCY Lessee: City of Vernon Lease Schedule No.: 206155000 Dated: August 9, 2017 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.] Melissa Ybarra Mayor Name Title *Signre 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 Secretary/C k of Lessee Print Name: Maria E. Ayala Official Title: City Clerk Date: efO of 10 er Zlott OFFICE OF THE CITY ATTORNEY 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Date: August 1, 2017 Lessee: City of Vernon Lessor: PNC Equipment Finance, LLC Re: Lease Schedule No. 206155000 dated August 9, 2017, together with its Master Lease -Purchase Agreement dated August 9. 2017, by and between the above -named Lessee and the above -named Lessor To Whom It May Concern: 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 California charter City and California Municipal corporation organized and existing under its Charter and the Constitution of the State of California (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. Ve ruly yo Zayn h ss Senio eputy City Attorney AC"R" 0CERTIFICATE OF PROPERTY INSURANCE DATE 04/ 08//2017 Y, 017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER CONTACT NAME Aon Risk Insurance Services West, Inc. PHONE FAx San Francisco CA Office (AC. No.Ext) (866) 283-7122 NC No) (800) 363-BIOS 425 Market Street E-MAIL ADDRES suite 2800 PRODUCER 10483940 San Francisco CA 94105 USA CUSTOMER ID#. INSURED City of Vernon 4305 S Santa Fe Avenue Vernon CA 900580000 USA INSURERS AFFORDING COVERAGE NAIC # INSURERA: The Hanover Insurance Co 22292 INSURER B: INSURER C: INSURER D: INSURER F: I ) 17nn97Q7nQ11 or-WICInkl kI11kAOMD- t wv -w -.a ---- - - - LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) As Of 8/9/17: scheduled Limit covers 2018 Pierxe XT 107" Tiller Ascendant THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD(YYYY) COVERED PROPERTY LIMITS PROPERTY CAUSES OF LOSS DEDUCTIBLES BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP BASIC BUILDING BROAD CONTENTS SPECIAL EARTHQUAKE WIND FLOOD A X CAUSES INLAND MARINE OF LOSS NAMED PERILS All Risk TYPE OF POLICY Contractors Eqp 07/01/2017 07/01/2018 X Scheduled Loss Limit $1.378.312 POLICY NUMBER 1H3A04413703 X CRIME TYPE OF POLICY BOILER & MACHINERY I EQUIPMENT BREAKDOWN I H SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PNC Equipment Finance, LLC, its successors and/or all assigns are included as Lender's Loss Payee in accordance with the policy provisions of the Inland Marine Policy with respect to the above referenced equipment. CERTIFICATE HOLDER PNC Equipment Finance, LLC its successors and/or all assigns Attn: Insurance Dept 995 Dalton Ave. Cincinnati OH 45203 USA AINL.tLLA11UIV SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Chit ��ita%(l�Qi �y uJi y © 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24 (2016/03) The ACORD name and logo are registered marks of ACORD y u _b L u 0 x D' W m 7 Z W Q U F cr W C) ACO/20 ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D01YYYY, osloa/zon THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA office CONTACT NAME: (aC.NNo. EXt): (866) 283-7122 jac. No.: (800) 363-0105 E-MAIL ADDRESS: 425 Market Street Suite 2800 INSURER(S) AFFORDING COVERAGE NAIC # San Francisco CA 94105 USA INSURED INSURER A: Allied World Insurance Company 22730 INSURER B: City Of Vernon 4305 S Santa Fe Avenue Vernon CA 900580000 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570067869607 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSIR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY FXP MMIDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE DAMAGE TO HEN I I-LI PREMISES Ea occurrence CLAIMS -MADE ❑OCCUR MED EXP (Any one person) PERSONAL& ADV INJURY GEN'L AGGREGATE LIMITAPPLIES PER GEODUNERALAGGREGATE PRCTS - COMP/OP AGG POLICY ❑ PRO ❑ LOC JECT OTHER: AUTOMOBILE LIABILITY SINGLE LIMIT Ea accident Ea BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HI RED AUTOS NON -OWNED ONLY AUTOS ONLY 0 PRO PERTY Per accidentDAMAGE A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 5110007900 SIR applies per policy terns 07/01/2017 8r condi 07/01/2018 ions EACH OCCURRENCE $1,000,000 AGGREGATE $3,000,000 DED I X RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR / PARTNER / EXECUTIVE PER STATUTE I OTH- ER E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED, (Mandatory in NH) ❑ N / A E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability is Self -Insured Retention for $2,000,000 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PNC Equipment Finance, LLC, AUTHORIZED REPRESENTATIVE its successors and/or all assigns Attn: Insurance Dept Dalton Ave Cincinnati OH 45203 USA Q1 Jn 91 41"yn� Y �wcJ/J ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD a� t` 0 0 rn co 0 0 In O Z N A U w_ t N U U" ' N 101 INSURANCE COVERAGE DISCLOSURE PNC Equipment Finance, LLC, 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 PNC Equipment Finance, LLC and/or its assigns as Lender Loss Payee. Coverage Required: Termination Value Specified b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Equipment Finance, LLC 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 PNC Equipment Finance, LLC, Attn: Insurance Dept, 995 Dalton Ave., Cincinnati, OH 45203, 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 Vernon B4L a Director of Finance y: Title: William F. Fox 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: • PNC Equipment Finance, LLC must be named Lender 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: PNC Equipment Finance, LLC, its successors and/or all assigns Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please send a FAX copy of certificate to at 1-800-678-0602. The original should be mailed to the same at: PNC Equipment Finance, LLC Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please call Cheryl Kenned at 1-800-820-9041, ext. 4, if you have any questions. THREE PARTY AGREEMENT Dated as of August 9, 2017 'Lessee' means City of Vernon CfJ3 "Schedule" means Lease Schedule No. 206155000 Dated August 9, 2017, 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 PNC Equipment Finance, LLC ("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: $1,314,621.00 Sales Tax $110,585.56 Performance Bond: $3,877.82 Vendor Discounts: $50,772.00 Advance Payment Date: August 9, 2017 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: $1,378 312,38 4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth below. Anticipated Delivery Date: July 9. 2018 (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: September 9, 2018 III (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") �VZLW�� 4jba��_ By: Title: Mel ssa Ybarra, May r Pierce Manufacturing Inc. ("Supplier") By: Title Affe t: Maria E Ayala, ity Cl APPROVED AS T FORM: Zaynah Mp ssa, Senior Deputy City Attorney PNC Equipment Finance, LLC ("Lessor") By: x7, Title: Rrian Bradshaw Officer 101 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 Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to such Delayed Equipment, then Supplier hereby agrees as follows only for the Delayed Equipment: (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 LAICU11MA, idi above and if s-otherwise-pa' 'gations-v ---- 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. S. 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 Vemon ("Lessee") M Title: Pierce Manufacturin Inc. ("Supplie By:_ Title: 75 PNC Equipment Finance, LLC ("Lessor") By: Title: Brian Bradshaw Officer 101 PNC Equipment Finance, LLC 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 ext. 849 323-826-1491 Phone Number Fax Number wfox.g6vernon.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? 1 st and 3rd Tuesday 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. Internal Revenue Service Department the Treasury Caution: If the issue price is under $100,000, use Form 8038-GC. ffMraU Renortinal Authoritv If Amended Return, check here ► ❑ 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 S Santa Fe Ave 3 11M 6 City, town, or post office, state, and ZIP code 7 Date of issue Vernon, CA 90058 8/212017 8 Name of issue 9 CUSIP number Lease # 206155000 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 323-583-8811 T. -. M i&.m„a Iontor the isciiP nrir_el_ sae the instructions and attach schedule. '7Y" %_ - 11 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 1,378,312 38 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Other. Describe ► 19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . is. ❑ 20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► ✓❑ 0 Description of Obligations. Complete for the entire issue for which this form is being filed. (c) Stated redemption (d) weighted (a) Final maturity date (b) Issue price price at maturity average maturity (e) Yield 21 819/2027 $ 1,378,312.38 $ 1,378,312.38 10 years 3.430 % Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 1,378,312 38 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 1 1,378,3121 38 an Nonrefundina Droceeds of the issue (subtract line 29 from line 23 and enter amount here) FMW Description of Refunded Bonds Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► 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/YYY`n . . . . . . ► 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 MUM 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 Pi- 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 Do- 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)(I3)(i)(111) (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 Ol- 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 . . . . . No, ❑ 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 ► 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 return,,tq the person that I he thorized above. Consent �/�%"L. William F. Fox, Finance Director ' Signature of issuer's authorized representativ Date ' Type or print name and title Print/Type preparer's name Preparer's signature Date PTIN Check ❑ if Paid self-employed Preparer Firm's EIN ► Use Only Firm's name ► Firm's address ► Phone no. Form 8038-G (Rev. 9-2011) Staff Report RECErvE0 pL 2 7 N17 Clay Ck ERw S OFFICE STAFF REPORT DATE: August 1, 2017 JUL 2 7 2017 QITV ADMINISTRATION FIRE DEPARTMENT ctl�___, TO: Honorable Mayor and City Council FROM: Bruce K. English, Fire Chief Originator: Adriana Ramos, Fire Administrative Analyst RE: A Resolution to Approve a Master Lease -Purchase Agreement with PNC Equipment Finance, LLC Recommendation A. Find that approval of the resolution proposed in this staff report is exempt under the California Environmental Quality Act ("CEQA"), because the proposed action is an administrative 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, 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 a significant effect on the environment; and B. Adopt a resolution to authorize the Mayor to enter into an Agreement for the lease - purchase of the one (1) Pierce Arrow XT 107' Heavy Duty Tiller with PNC Equipment Finance, LLC in the amount of $1,378,312.38. Background The Proposed Purchase Compliance with the Municipal Code The Fire Department requests that the City Council approve the Lease -Purchase Agreement of one (1) 2018 Pierce Arrow XT 107' Heavy Duty Tiller from PNC Equipment Finance, LLC, to be supplied from Pierce Manufacturing Inc. ("PMI"), in the amount of $1,378,312.38. PMI is a subsidiary company of PNC Equipment Finance, LLC. For this purchase the City intends to piggyback onto a current contract between the City of Philadelphia and PMI. Piggybacking is expressly authorized by Vernon Municipal Code Section 2.17.12(a)(5) and allows Vernon to use an existing public agency contract as a template to form its own contract directly with the same vendor to purchase on the same terms. The City of Page 1 of 2 Philadelphia used a competitive bid process to obtain vehicle cost for PMI that is at a cost substantially lower than Vernon could obtain if it were to complete the traditional competitive bidding process itself. The City of Vernon's pricing came in at a difference of $182,192.00 higher due to a few minor upgrades and changes to the engine, communication equipment, chargers and system. Those upgrades and changes were requested to better meet the needs of the department. The City of Vernon will be able to save time and resources by piggybacking onto the City of Philadelphia purchase with PMI. The Finance Department has approved the piggybacking of this proposed purchase. Reason Purchase is needed The new 2018 Pierce Arrow XT 107' Heavy Duty Tiller will replace an apparatus vehicle that was purchased in 1998, which has exceeded the recommended service time pursuant to the Vernon Fire Department "Apparatus Replacement Schedule". The current Apparatus Replacement Schedule allows for fifteen (15) years of front line service; followed by fifteen (15) years of "Reserve Status" prior to the retirement of tractor drawn aerial. The City Attorney's office has reviewed and approved the proposed agreement as to form. Fiscal Impact The new tractor drawn aerial will be purchased by utilizing a Lease -Purchase Option in order to defer the fiscal impact on the Fire Department budget over a ten (10) year term. The City is not required to put any money down or make the first payment until one (1) year after execution the lease -purchase agreement. Essentially, there is no impact on the Fire Department's budget during FY 2017/18. The projected annual cost of the lease, effective FY 2018/19, would be $165,145.95, payable on an annual basis. Thirty (30) days prior to the end of the lease term, the City will have the option to purchase the truck by paying all Rent Payments then due, to include any accrued interest, plus the Termination Value amount set forth on the Payment Schedule. Attachment(s) 1. Proposed resolution with Master Lease -Purchase Agreement between City of Vernon and PNC Equipment Finance, LLC 2. Pierce Manufacturing, Inc. Pre -Payment Option 3. City of Philadelphia Fire Department Bid Results 4. Executed Purchase Agreement between Pierce Manufacturing, Inc. and the City of Philadelphia 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 PNC EQUIPMENT FINANCE, LLC 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 1, 2017, the Fire Chief has recommended the City Council approve a Master Lease Purchase Agreement (the "Agreement") with PNC Equipment Finance, LLC ("PNC") establishing the terms and conditions for the purchase of one Pierce Arrow XT 107' Heavy Duty Tiller to be supplied by Pierce Manufacturing Inc., a subsidiary company of PNC, for an amount not to exceed $1,378,312.38; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement with PNC. 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 under the California Environmental Quality Act (CEQA), because the proposed action is an administrative 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, 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 a significant effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Master Lease Purchase Agreement with PNC Equipment Finance, LLC, 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's obligations under the Leases shall be subject to annual appropriation or renewal by the City Council as set forth in each Lease and the City's obligations under the Leases shall not constitute general obligations of the City or indebtedness under the Constitution or laws of the State. SECTION 7: As to each Lease, the City reasonably anticipates to issue not more than $10,000,000 of tax-exempt - 2 - obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds") during the current calendar year in which each such Lease is issued and hereby designates each Lease as a qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. SECTION 8: 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 PNC. SECTION 9: 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 1st day of August, 2017. Name: Title: Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Zaynah )I0ussa, Senior Deputy City Attorney - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, , 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 1, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of August, 2017, at Vernon, California. (SEAL) City Clerk / Deputy City Clerk - 4 - EXHIBIT A E05 Master Lease -Purchase Agreement Between CITY OF VERNON AND PNC EQUIPMENT FINANCE, LLC 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 ❑ Resolution — The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. ❑ Incumbency Certificate — 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 PNC Equipment Finance, LLC, 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 August 9, 2017 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 PNC Equipment Finance, LLC ("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. -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) 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 -4- 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, Lessee's 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. - 5 - E05 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. 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. fM. E05 (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 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 7- E05 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 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 E05 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. 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 E05 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 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 -10- E05 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 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") By: Title: Melissa Ybarra, Mayor 4305 S. Santa Fe Ave Vernon, CA 90058 Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: PNC Equipment Finance, LLC ("Lessor") By: Title 155 East Broad Street, B4-B230-05-7 Columbus, OH 43215 Zaynah Moussa, Senior Deputy City Attorney - 11 - E28 LEASE SCHEDULE NO. 206155000 Dated As Of August 9, 2017 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 August 9, 2017 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. 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. 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. 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: PNC Equipment Finance, LLC ("Lessor") By: Title: Melissa Ybarra, Mayor Title: Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney E28 1 2. Schedule A-1 EQUIPMENT LOCATION & DESCRIPTION: City of Vernon 3375 Fruitland Ave Vernon, CA 90058 Los Angeles County 2018 Pierxe XT 107' Tiller Ascendant VIN # LEASE PAYMENT SCHEDULE. (a) Accrual Date: August 9, 2017 (b) Amount Financed i. Equipment Purchase Price $1,314,621.00 Performance Bond $3,877.82 Sales Tax $110,585.56 ii. Purchase Price Deduction $0.00 Prepay Discounts $50,772.00 Trade In $0.00 Total Amount Financed (Cash Sale Price minus iii. Purchase Price Deductions) $1,378,312.38 E28 (c) Payment Schedule: Accrual Date: August 9, 2017 Rent Payment Rent Payment Rent Payment Interest Number Date Amount Portion Principal Portion Termination Value 1 8/9/2018 165,145.95 47,276.11 117,869.84 1,298,255.82 2 8/9/2019 165,145.95 43,233.17 121,912.78 1,172,685.65 3 8/9/2020 165,145.95 39,051.57 126,094.38 1,042,808.44 4 8/9/2021 165,145.95 34,726.53 130,419.42 908,476.44 5 8/9/2022 165,145.95 30,253.14 134,892.81 769,536.84 6 8/9/2023 165,145.95 25,626.32 139,519.63 625,831.63 7 8/9/2024 165,145.95 20,840.80 144,305.15 477,197.32 8 8/9/2025 165,145.95 15,891.13 149,254.82 323,464.86 9 8/9/2026 165,145.95 10,771.69 154,374.26 164,459.37 10 8/9/2027 165,145.95 5,476.66 159,669.29 1.00 City of Vernon ("Lessee") By: Title: Melissa Ybarra, Mayor Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: PNC Equipment Finance, LLC ("Lessor") Bv: Title: E28 VEHICLE SCHEDULE ADDENDUM Dated As Of August 9, 2017 Lease Schedule No. 206155000 Dated August 9, 2017 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 PNC Equipment Finance, LLC ("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 PNC Equipment Finance, LLC ("Lessee") ("Lessor") By: M Title: Melissa Ybarra, Mayor Title: Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney F24 CERTIFICATE OF INCUMBENCY Lessee: City of Vernon Lease Schedule No.: 206155000 Dated: August 9, 2017 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.] Melissa Ybarra ivame 1► -HO Mayor Title Title Signature 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 of Secretary/C:lerk of Lessee Print Name: Maria E. Ayala Official Title: City Clerk Date: Of ' I i Pe Ott OFFICE OF THE CITY ATTORNEY 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Date: August 1, 2017 Lessee: City of Vernon Lessor: PNC Equipment Finance, LLC Re: Lease Schedule No. 206155000 dated August 9. 2017, together with its Master Lease -Purchase Agreement dated August 9. 2017. by and between the above -named Lessee and the above -named Lessor To Whom It May Concern: 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 California charter City and California Municipal corporation organized and existing under its Charter and the Constitution of the State of California (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, Zaynah Moussa Senior Deputy Attorney I01 INSURANCE COVERAGE DISCLOSURE PNC Equipment Finance, LLC, 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 PNC Equipment Finance, LLC and/or its assigns as Lender Loss Payee. Coverage Required: Termination Value Specified b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Equipment Finance, LLC 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 PNC Equipment Finance, LLC, Attn: Insurance Dept, 995 Dalton Ave., Cincinnati, OH 45203, 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 Vernon By: Title: Director of Finance 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: • PNC Equipment Finance, LLC must be named Lender 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: PNC Equipment Finance, LLC, its successors and/or all assigns Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please send a FAX copy of certificate to at 1-800-678-0602. The original should be mailed to the same at: PNC Equipment Finance, LLC Attn: Insurance Dept 995 Dalton Ave. Cincinnati, OH 45203 Please call Cheryl Kenned at 1-800-820-9041, ext. 4, if you have any questions. W THREE PARTY AGREEMENT Dated as of August 9, 2017 "Lessee" means City of Vernon "Schedule" means Lease Schedule No. 206155000 Dated August 9, 2017 , 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 PNC Equipment Finance, LLC ("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: $1,314,621.00 Sales Tax $110,585.56 Vendor Discounts: $50,772.00 Advance Payment Date: August 9, 2017 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: $1,378,312.38 4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth below. Anticipated Delivery Date: July 9, 2018 (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: September 9, 2018 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 Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to such Delayed Equipment, then Supplier hereby agrees as follows only for the Delayed Equipment: W (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 PNC Equipment Finance, LLC ("Lessee") ("Lessor") By: By: _ Title: Melissa Ybarra, Mayor Title. - Pierce Manufacturing Inc. ("Supplier") By: Title: Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney M Exhibit A DELIVERY & ACCEPTANCE CERTIFICATE Lease Schedule No. 206155000 Reference is made to the above Lease Schedule ("Schedule"), which has been executed and delivered by the undersigned Lessee ("Lessee") and PNC Equipment Finance, LLC ("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: 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") By: Title: Melissa Ybarra, Mayor Attest: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Zaynah Moussa, Senior Deputy City Attorney PNC Equipment Finance, LLC INFORMATION REQUEST LESSEE NAME: City of Vernon FEDERAL TAX I.D. # 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 ext. 849 323-826-1491 Phone Number Fax Number wfox@ci.vemon.ca.us Email Address PHYSICAL ADDRESS (IF DIFFERENT): Street Address or Post Office Box City, State and Zip Require Board Approval for Payments? Yes No Board Meeting Date? Require signed vouchers for payments? 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 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 IN, separate instructions. Department of the Treasury Internal Revenue Service Caution: If the issue price is under $100,000, use Form 8038-GC. ■,73r= Renortina Authoritv If Amended Return, check here ► LJ 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 S Santa Fe Ave 131 6 City, town, or post office, state, and ZIP code 7 Date of issue Vernon, CA 90058 8/2/2017 8 Name of issue 9 CUSIP number Lease # 206155000 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 William F. Fox, Finance Director 323-583-8811 ■— T. Tuna of Iccr is lantar tha icci iP nrid-Pl_ qaa tha inctri irtinnc anri attach SrhPrlulP_ 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► ❑ . . . . ► ❑ . . . . No. ❑✓ 11 12 13 14 1,378,312 38 15 16 17 18 Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 8/9/2027 1,378,312.38 1,378,312.38 10 years 3.430 % Uses of Proceeds of Bond issue (including unaei writers, alscount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 1,378,312 38 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 1,378,312 38 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Description of Refunded Bonds. Complete this art onlyfor refundingbonds. 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/YYYI) . . . . . . ► 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 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 Ol- 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 ► c Type of hedge Di- 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 No, ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted ► 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. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this return, to the person that I have authorized above. F Signature of issuer's authorized representative Print/Type preparer's name I Preparer's signature Firm's name ► Firm's address ► ' William F. Fox, Finance Director Date Type or print name and title Date Check ❑ if PTIN self-employed Firm's EIN ► Phone no. Form 8038—G (Rev. 9-2011) PERFORM. LIKE NO OTHER` Vernon Fire Department 100% Pre -Payment Option June 12, 2017 If a 100% pre -payment were made at contract signing, the following discount would be applied to the final invoice: Each Extension One ( 1 ) Pierce Arrow XT 107' Heavy Duty Tiller $ 1,292,607.00 $ 1,292,607.00 Fire Department Contingency $ 22,000.00 $22,000 100% Prepayment Discount $ (50,772.00) $ (50,772.00) APPARATUS COST $ 1,263,835.00 $ 1,241,835.00 Sales Tax @ 8.750% $ 110,585.56 $ 110,585.56 Performance Bond $ 3,877.82 $ 3,877.82 California Tire Fee $ 14.00 $ 14.00 TOTAL PREPAY PURCHASE PRICE $ 1,378,312.38 $ 1,378,312.38 Less 100% pre -payment at Contract Signing $ 1,378,312.38 $ 1,378,312.38 7T77BALANCE DUE AT DELIVERY $0.00 $0.00 —TODToPRE-PAYMENT a) If your department makes a 100% cash pre -payment at contract signing. b) If your department signs up for a lease -purchase with Pierce Financial Solutions. This would require no money down and no payments for one (1) year if desired. * Discount for the 100% pre -payment option includes discounts for the chassis, interest, aerial (if applicable), and flooring charges. * Any item added after this option is elected will come at additional cost and will be added to the final invoice. INVITATION CITY OF PHILADELPHIA BID NUMBER PAGE of AND BID PROCUREMENT DEPARTMENT S7YN2160 18 19 Continuation PHILADELPHIA, PA 19102 - 1685 FIRM NAME (Must be filled in) Pierce Manufacturina. Inc --- Pursuant to Paragraph 19, Default and Termination, of the SS&E Terms and Conditions of Bidding and Contract, failure to comply with the City's payment reporting process may be considered an Event of Default. 4.3 VENDOR ACCEPTANCES - IN SUBMITTING AN EXECUTED BID, THE BIDDER AGREES TO THE CONTRACT MANAGEMENT PROCEDURES IN THIS SECTION. SECTION 5: PRICING (PRICES QUOTED MAY NOT EXCEED THREE (3) DECIMAL PLACES) Unit pricing quoted below will prevail in case of any discrepancy(ies) between unit price and the extended amount and will be the determining factor in establishing applicable contract amount (a) /award. 5.1 Aerial Fire Apparatus - Compact Design UNIT PRICE 42881-000-017 $ 1,114,415.00 • UNIT AS PER SPECIFICATION OMIT 19.0, PRE -PRODUCTION INSPECTION OMIT 34.1, OPERATOR TRAINING OMIT 34.2, TECHNICIAN TRAINING 5.1.1 Percentage discount from 5.1 Price for two (2) units Purchased on same order. 0 5.1.2 Percentage discount from 5.1 Price for three (3) units Purchased on same order. 0 % 5.1.3 Percentage discount from 5.1 Price for four (4) units Purchased on same order. 0 % 5.1.4 Percentage discount from 5.1 Price for five (5) units Purchased on same order. 0 Q OPTIONS 5.2 42881-009-184 OPTION ITEM 19.1, . PRE -CONSTRUCTION CONFERENCE $ $1,500.00 (Cost per individual) INVITATION AND BID Continuation CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT PHILADELPHIA, PA 19102 - 1685 5.3 42881-009-185 OPTION ITEM 19.1.1, VIRTUAL PRE -CONSTRUCTION CONFERENCE 5.4 42881-009-186 OPTION ITEM 19.2, COMPLETED CHASSIS INSPECTION TRIP (Cost per individual) 5.5 42881-009-187 OPTION ITEM 19.2.1, VIRTUAL COMPLETED CHASSIS INSPECTION 5.6 42881-009-198 OPTION ITEM 19.3, BODY MID -INSPECTION TRIP (Cost per individual) 5.7 42881-009-189 OPTION ITEM 19.3.1, VIRTUAL BODY MID -INSPECTION 5.8 42881-009-190 OPTION ITEM 19.4, FINAL COMPLETION INSPECTION TRIP (Cost per individual) 5.9 42881-009-191 OPTION ITEM 19.4.1, VIRTUAL FINAL COMPLETION INSPECTION 5.10 42881-009-192 OPTION ITEM 34.1, OPERATOR TRAINING 5.11 42981-009-193 OPTION ITEM 34.2, TECHNICIAN TRAINING BID NUMBER PAGE OF S7YN2160 19 19 FIRM NAME (Must be filled in) UNIT PRICE $ N/C $ $1,500.00 $ N/C $ $1,500.00 $ N/C $ $1,500.00 $ N/C $ $3,960.00 vi agn nn Total $ 1,128,335.00 (5.1 - 5.11) BASIS OF AWARD FOR THIS BID WILL BE ON THE UNIT PRICE 5.1 ONLY. &11 items must be bid for eligibility. Bidder to estimate the number of CALENDAR days after receipt of order for delivery: 525 CALENDAR days INVITATION CITY OF PHILADELPHIA BID NUMBER PAGE of AND BID PROCUREMENT DEPARTMENT S7YN2160 18 19 Continuation PHILADELPHIA, PA 19102 - 1685 FIRM NAME (Must be filled l t�s tsA c7ka Et Pursuant to Paragraph 19, Default and Termination, of the SS&E Terms and Conditions of Bidding and Contract, failure to comply with the City's payment reporting process may be considered an Event of Default. 4.3 VENDOR ACCEPTANCES - IN SUBMITTING AN EXECUTED BID, THE BIDDER AGREES TO THE CONTRACT MANAGEMENT PROCEDURES IN THIS SECTION. SECTION 5: PRICING (PRICES QUOTED MAY NOT EXCEED THREE (3) DECIMAL PLACES) Unit pricing quoted below will prevail in case of any discrepancy(ies) between unit price and the extended amount and will be the determining factor in establishing applicable contract amounts)/award. 5.1 Aerial Fire Apparatus - Compact Design UNIT PRICE 42881-000-017 $1,137,863.00 UNIT AS PER SPECIFICATION OMIT 19.0, PRE -PRODUCTION INSPECTION OMIT 34.1, OPERATOR TRAINING OMIT 34.2, TECHNICIAN TRAINING 5.1.1 Percentage discount from 5.1 Price for two (2) units Purchased on same order. 2 % 5.1.2 Percentage discount from 5.1 Price for three (3) units Purchased on same order. 3 % 5.1.3 Percentage discount from 5.1 Price for four (4) units Purchased on same order. 5.5 ° 0 5.1.4 Percentage discount from 5.1 Price for five (5) units Purchased on same order. 5.5 % OPTIONS 5.2 42881-009-184 OPTION ITEM 19.1, PRE -CONSTRUCTION CONFERENCE $ 300.00 (Cost per individual) INVITATION CITY OF PHILADELPHIA BID NUMBER PACE OF AND BID PROCUREMENT DEPARTMENT S7YN2160 19 19 FIRM NAME (Must be fUlied in) Continuation PHILADELPHIA, PA 19102 - 1685 _q3m7t-.n MDbrgs LEA dt7a III 5.3 42881-009-185 OPTION ITEM 19.1.1, VIRTUAL PRE -CONSTRUCTION CONFERENCE 5.4 42881-009-186 OPTION ITEM 19.2, COMPLETED CHASSIS INSPECTION TRIP (Cost per individual) 5.5 42881-009-187 OPTION ITEM 19.2.1, VIRTUAL COMPLETED CHASSIS INSPECTION 5.6 42881-009-188 OPTION ITEM 19.3, BODY MID -INSPECTION TRIP (Cost per individual) 5.7 42881-009-189 OPTION ITEM 19.3.1, VIRTUAL BODY MID -INSPECTION 5.8 42881-009-190 OPTION ITEM 19.4, FINAL COMPLETION INSPECTION TRIP (Cost per individual) 5.9 42881-009-191 OPTION ITEM 19.4.1, VIRTUAL FINAL COMPLETION INSPECTION 5.10 42881-009-192 OPTION ITEM 34.1, OPERATOR TRAINING 5.11 42881-009-193 OPTION ITEM 34.2, TECHNICIAN TRAINING UNIT PRICE 6nn_nn $ 1,500.00 $ 600.00 inn nn $ 600.00 t 300.00 cnn nn $ 675.00 $ 1,000.00 Total $ 1,144,338.00 (5.1 - 5.11) BASIS OF AWARD FOR THIS BID WILL BE ON THE UNIT PRICE 5.1 ONLY. All items must be bid for eligibility. *dder to estimate the number of CALENDAR days after receipt of order for delivery: 390 CALENDAR days 4.3 INVITATION AND BID Continuation CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT PHILADELPHIA, PA 19102 - 1685 BID NUMBER PAGE OF S7YN2160 18 19 FIRM NAME (Must be filled in) Kovatch Mobile Equipment Corp. Pursuant to Paragraph 19, Default and Termination, of the SS&E Terms and Conditions of Bidding and Contract, failure to comply with the City's payment reporting process may be considered an Event of Default. JS VENDOR ACCEPTANCES - IN SUBMITTING AN EXECUTED BID, THE BIDDER AGREES TO THE CONTRACT MANAGEMENT PROCEDURES IN THIS SECTION. SECTION 5: PRICING (PRICES QUOTED MAY NOT EXCEED THREE (3) DECIMAL PLACES) Unit pricing quoted below will prevail in case of any discrepancy(ies) between unit price and the extended amount and will be the determining factor in establishing applicable contract amounts)/award. 5.1 Aerial Fire Apparatus - Compact Design UNIT PRICE 42881-000-017 $ 1,049,783.00 UNIT AS PER SPECIFICATION OMIT 19.0, PRE -PRODUCTION INSPECTION OMIT 34.1, OPERATOR TRAINING OMIT 34.2, TECHNICIAN TRAINING 5.1.1 Percentage discount from 5.1 Price for two (2) units Purchased on same order. N/A % 5.1.2 Percentage discount from 5.1 Price for three (3) units Purchased on same order. N/A 5.1.3 Percentage discount from 5.1 Price for four (4) units Purchased on same order. N/A % 5.1.4 Percentage discount from 5.1 Price for five (5) units Purchased on same order. N/A % OPTIONS 5.2 42881-009-184 OPTION ITEM 19.1, PRE -CONSTRUCTION CONFERENCE $ 175.00 (Cost per individual) INVITATION CITY OF PHILADELPHIA BID NUMBER =PAGEOF7AND BID PROCUREMENT DEPARTMENT S7YN2160 Continuation PHILADELPHIA, PA 19102 - 1685 Ko atFIRM ch Mobile EquipmentMust be filled ) Corp. UNIT PRICE 5.3 42881-009-185 OPTION ITEM 19.1.1, VIRTUAL PRE -CONSTRUCTION CONFERENCE $ 80.00 5.4 42881-009-186 OPTION ITEM 19.2, COMPLETED CHASSIS INSPECTION TRIP $ 175.00 (Cost per individual) 5.5 42881-009-187 OPTION ITEM 19.2.1, VIRTUAL COMPLETED CHASSIS INSPECTION $ 80.00 5.6 42881-009-188 OPTION ITEM 19.3, BODY MID -INSPECTION TRIP $ 175.00 (Cost per individual) 5.7 42881-009-189 OPTION ITEM 19.3.1, 10 VIRTUAL BODY MID -INSPECTION $ 80.00 5.8 42881-009-190 OPTION ITEM 19.41 FINAL COMPLETION INSPECTION TRIP $ 175.00 (Cost per individual) 5.9 42881-009-191 OPTION ITEM 19.4.1, VIRTUAL FINAL COMPLETION INSPECTION $ 80.00 5.10 42881-009-192 OPTION ITEM 34.1, OPERATOR TRAINING $ 250.00 5.11 42881-009-193 OPTION ITEM 34.2, TECHNICIAN TRAINING $ 250.00 Total $ 1,051,303.00 (5.1 - 5.11) BASIS OF AWARD FOR THIS BID WILL BE ON THE UNIT PRICE 5.1 ONLY. All items must be bid for eligibility. bidder to estimate the number of CALENDAR days after receipt of order for delivery: 380-420 CALENDAR days PURCHASE ORDER CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT PO NUMBER CHANGE NO PAGE NO PDXX17118621 ROOM 170, MUNICIPALSERVICESBLDG., PHILA. PA 19102 ' 1 SOLD TO SHIP TO INVOICE TO '25 OFFICE OF FLEET MANAGEMENT FLEET MANAGEMENT 25 OFFICE OF FLEET MANAGEMENT DEPARTMENT TO CONTACT VENDOR WITH 25 OFFICE OF FLEET MANAGEMENT ACCOUNTS PAYABLE 100 SOUTH BROAD STREET, 3RD FL DELIVERY INSTRUCTIONS 100 SOUTH BROAD STREET, 3RD FLOOR PHILADELPHIA PA PHILADELPHIA PA 19100 PHILADELPHIA PA 19102 NAME : TERI ANTONELLI NAME : FRED HARRISON NAME : WANDA SHEPARD PHONE: (215) 686-1888 PHONE: (215) 686-1879 PHONE: (215) 686-1893 ORDER DATE REQUIREDDATE SHIPPING INSTRUCTIONS::::::: i::::::: }:: ..... TERMS VENDOR NUMBER 04/24117 06I30117 ................................................ .. FOB OUR DE871NATION ::: >... »........... >::::: .................................................... 0 % NET 30 390139830 PURCHASEDFROM MAIL TO PAY TO PIERCE MANUFACTURING INC PIERCE MANUFACTURING INC PIERCE MANUFACTURING INC PO BOX 2017 PO BOX 2017 PO BOX 2017 2600 AMERICAN DRIVE 2600 AMERICAN DRIVE 2600 AMERICAN DRIVE APPLETON WI 54913 APPLETON WI 54914 APPLETON WI 54913 NAME : CRAIG NEAL NAME : CRAIG NEAL PHONE: (920) 832-3000 PHONE: (920) 832-3000 CONTRACTNUMBER BID NUMBER REQ NUMBER VENDOR REF NO BUYERNAME BUYER PHONE NO 170535 S7YN2160 RQXX17100316 MANTON, JANICE (215) 686.4794 CONTRACTSTART DATE CONTRACTEND DATE FED EIN ATTACHMENTS PO START DATE PO END DATE 04/01117 03/31/18 390139830 04/07/17 06130/17 INO TM UNIT DESCRIPTION OTY UNIT AMOUNT PRICE THIS IS A REQUIREMENTS CONTRACT PURCHASE ORDER. DO NOT DELIVER UNTIL DIRECTED TO DO SO BY THE DEPARTMENT, OR SHIPMENT WILL BE REFUSED. 1 42881-000-017 3.00 EA 1,114,415.0000 3,343,245.00 FIRE APPARATUS, AERIAL; COMPACT DESIGN 2 42881-009-184 4.00 EA 1,500.0000 6,000.00 OPTION; PRE -CONSTRUCTION CONFERENCE, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN 3 42881-009-186 4.00 EA 1,500.0000 6,000.00 OPTION; COMPLETED CHASSIS INSPECTION TRIP, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN (COST PER INDIVIDUAL) 4 42881-009-188 4.00 EA 1,500.0000 6,000.00 OPTION; BODY MID -INSPECTION TRIP, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN (COST PER INDIVIDUAL) 5 42881-009-190 4.00 EA 1,500.0000 6,000.00 OPTION; FINAL COMPLETION INSPECTION TRIP, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN (COST PER INDIVIDUAL) 6 42881-009-192 3.00 EA 3,960.0000 11,880.00 OPTION; OPERATOR TRAINING, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN THIS ORDER IS ISSUED SUBJECT TO THE TERMS AND CONDITIONS OF THE ACCEPTED BID TOTAL AND/OR CONTRACT. NO CHANGE MAY BE MADE IN ANY OF THE PROVISIONS OF THIS ORDER 3,383,085.00 ISSUED BY WITHOUT APPROVAL OF THE PROCUREMENT DEPARTMENT. • Purchase Order Number must be shown on all invoices, cartons, packages, containers, tags, labels, and correspondence." for Procurement Corr7missidfer • A separate invoice must be submitted for each Purchase Order. • The information indicated by arrows must appear on vendor's invoice. CERTIFIED FUNDS AVAILABLE • This order is subject to cancellation if delivery is not made as scheduled. • The City does not accept responsibility for overshipments. • Suppliers are not authorized to substitute. • A Packing list must accompany all deliveries. • Vendors are warned that employees of the City are not permited to pick up merchandise without "Pick -Up Authorization" from the Requesting department. For Director of finance NOT VALID WITHOUT SIGNATURES NEWP01 (REV 01/2016) 1_ V E N D C) R PURCHASE ORDER CONTINUATION CITY OF PHILADELPHIA PROCUREMENT DEPARTMENT ROOM 170, MUNICIPALSERVICESBLDG., PHILA PA 19102 PO NUMBER pOXX17118621 CHANGE NO PAGE NO 2 ITM NO DESCRIPTION CITY UNIT UNIT AMOUNT PRICE 7 42881-009-193 1.00 EA 3,960.0000 3,960.00 OPTION; TECHNICIAN TRAINING, FOR AERIAL FIRE APPARATUS - COMPACT DESIGN 68-8 REV 6-93 1 V F N n n R P01CON 7-93