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HomeMy WebLinkAboutAGMT - De Lage Landen Public Finance LLC (Copy/Printer Lease)De Lage Landen Public Finance LLC 1111 Old Eagle School Road Wayne, PA 19087 ruN I. teal Nam. CITY OF SEAL BEACH DBA Name (it any) State and Local Government Lease -Purchase Agreement PHONE: (800) 736-0220 FACSIMILE: (800) 700-4643 Piarhase Order Requisition Nunft BiNmg Address Cuy Stale —ZIP SmA IOVOKP.In Altenlinn d 211 8TH ST SEAL BEACH SEAL BEACH CA 90740 = cru" u rrwe 1 Mutual No _I xr Number.-- _. ..___�Descrlphm fAgkgl Separate schedule 11 Nerr.. sary) SEE ATTACHMENT 2 - EQUIPMENT DESCRIPTION LnWIlon (N nor sanre as above) Stale By checking the box below. YOU hereby designate this Lease as a-qualdied tax-exempl obligation' as delined in Section 265(b)(3)(B) of the kdernal Revenue Code and rgaeseril Ing the aggreoc lace amormil of all tax-mmld obligations lexcluding private arimty bonds or* elan qualified 501 (cX3) bonds) issued or to be issued by YOU and YOUR sutwrdinate eidilies during the calerbar year in which WE fund this Lease is not reasagbly expected In exceed $10.000,000 O Bank Oualilicalion Elected TERMS AND CONDITIONS Please read YOUR copy of this State and Local Government Lease -Purchase Agreement ('Lease") carefully and feel free to ask US any questions YOU may have about it. Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE," US" and "OUR" refer to De Lage Landen Public Finance LLC, its successors and assigns, as the "Lessor' of the Equipment. 1_ LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) including all replacement parts, repairs, additions and accessories ("Equipment") on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment (the "Commencement Date") and continues thereafter for an original term ('Original Term") ending at the end of YOUR budget year in effect on the Commencement Date and may be continued by YOU for additional one-year renewal terms ('Renewal Terms") coinciding with YOUR budget year up to the total number of months indicated above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed, YOU shall be deemed to have continued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. As set forth in the Lease Payment Schedule, a portion of each Lease Payment is paid as, and represents payment of, interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided In Section 5. THIS LEASE IS NON -CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. If a Lease Payment Is not made on the date when due, YOU will pay US a late charge at the rate of 18% per annum or the maximum amount permitted bylaw, whichever is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be obtained. YOUR responsible financial officer shag do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or apprDpriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body. 5. NONAPPROPRUITION. YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated for that purpose during YOUR then current budget year. If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term of this Lease beyond the then current Original Tenn or Renewal Tenn, It this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 6. WARRANTIES. WE are leasing the Equipment to YOU "AS -IS" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR- TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EOUIP- MENT. WE SHALL NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE, AT YOUR OWN COST, TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT (UNLESS THOSE COSTS ARE INCLUDED IN THE COSTS OF THE EQUIPMENT TO US). IF REQUESTED, YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE. WE MAY AT OUR DISCRETION CONFIRM BY TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse side of this Lease.) YOU agree to all of the Terms and Conditions conlained in both sides or [his Lease. and or any allachnimis to same (all of Much are included by relererlce) and become pan ol this Lease. YOU acknowledge to have read and agreed to all the Terms and Conditions. The Egelpmettt W. ly NEW ❑ USED Si lure cable Tele r T�( AAAr4A bet MTM Name 1. 1L L Ct• 14 0-A nit Legal Name of Corporatian CITY OF SEAL BEACH BY AUTHORIZED OFFICIAL OF of Lease Payments 60 Lease Payments See Lease Payment Schedule Alladmd as Allachmera I Fug Lease Term (in Months) Payment Frequency Tile L(Mnnlhly INunft 60 ❑ Duarleriy Lease Number ❑ Semiannually Lease Dale 1771Annually AUGUST 27 2019 171 Other K8081 End ol lease Option $1 Stale By checking the box below. YOU hereby designate this Lease as a-qualdied tax-exempl obligation' as delined in Section 265(b)(3)(B) of the kdernal Revenue Code and rgaeseril Ing the aggreoc lace amormil of all tax-mmld obligations lexcluding private arimty bonds or* elan qualified 501 (cX3) bonds) issued or to be issued by YOU and YOUR sutwrdinate eidilies during the calerbar year in which WE fund this Lease is not reasagbly expected In exceed $10.000,000 O Bank Oualilicalion Elected TERMS AND CONDITIONS Please read YOUR copy of this State and Local Government Lease -Purchase Agreement ('Lease") carefully and feel free to ask US any questions YOU may have about it. Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE," US" and "OUR" refer to De Lage Landen Public Finance LLC, its successors and assigns, as the "Lessor' of the Equipment. 1_ LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) including all replacement parts, repairs, additions and accessories ("Equipment") on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment (the "Commencement Date") and continues thereafter for an original term ('Original Term") ending at the end of YOUR budget year in effect on the Commencement Date and may be continued by YOU for additional one-year renewal terms ('Renewal Terms") coinciding with YOUR budget year up to the total number of months indicated above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed, YOU shall be deemed to have continued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. As set forth in the Lease Payment Schedule, a portion of each Lease Payment is paid as, and represents payment of, interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided In Section 5. THIS LEASE IS NON -CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. If a Lease Payment Is not made on the date when due, YOU will pay US a late charge at the rate of 18% per annum or the maximum amount permitted bylaw, whichever is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be obtained. YOUR responsible financial officer shag do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or apprDpriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body. 5. NONAPPROPRUITION. YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated for that purpose during YOUR then current budget year. If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term of this Lease beyond the then current Original Tenn or Renewal Tenn, It this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 6. WARRANTIES. WE are leasing the Equipment to YOU "AS -IS" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR- TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EOUIP- MENT. WE SHALL NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE, AT YOUR OWN COST, TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT (UNLESS THOSE COSTS ARE INCLUDED IN THE COSTS OF THE EQUIPMENT TO US). IF REQUESTED, YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE. WE MAY AT OUR DISCRETION CONFIRM BY TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse side of this Lease.) YOU agree to all of the Terms and Conditions conlained in both sides or [his Lease. and or any allachnimis to same (all of Much are included by relererlce) and become pan ol this Lease. YOU acknowledge to have read and agreed to all the Terms and Conditions. The Egelpmettt W. ly NEW ❑ USED Si lure cable Tele r T�( AAAr4A bet MTM Name 1. 1L L Ct• 14 0-A nit Legal Name of Corporatian CITY OF SEAL BEACH BY AUTHORIZED OFFICIAL OF Page 1 of 2 Lesser signature Doe Mem Name Tile Fa DE LAGE LANDEN PUBLIC FINANCE LLC Lease Number 100-10227807 Lease Dale AUGUST 27 2019 vendor I D Number K8081 Page 1 of 2 8. TiTLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR ALTER- ATIONS. YOU have title to the Equipment: provided that title to the Equipment will immediately and without any action by YOU vest in US, and YOU shall immediately surrender possession of the Equipment to US. (a) upon any termination of this Lease other than termination pursuant to Section 17 or (b) it YOU are in default of this Lease. it is the intent of the parties hereto that any transfer of title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. YOU shall. nevertheless, execute and deliver any such instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth in this Lease. Although the Equipment may become attached to real estate, it remains personal property. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the Equipment or to remove the Equipment without OUR prior written consent. If WE feel it is neces- sary, YOU agree to provide US with waivers of interest or liens from anyone claiming any interest in the real estate on which any items of Equipment is located. WE also have the right, at reason- able limes, to inspect the Equipment. 9. MAINTENANCE. YOU are required, at YOUR own cost and expense, to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and YOU will supply all parts and servicing required. AN replacement parts used or installed and repairs made to the Equipment will become OUR property. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND/OR SERVICE FOR THE EOUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERV- ICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, it WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOU hereby appoint Municipal Registrar Services (the "Registrar") as YOUR agent for the purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(a) of the Infernal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written notice from the assignor of the name and address of the assignee. 11. LOSS OR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves YOU from airy, obligation under this Lease. If any of the Equipmerd Is ed by fire or other casualty or We to, or the temporary use of, any of the Equipment Is taken under the exercise of the pourer at emlftmtl domain, the net proceeds ("Net Proceeds") of any insurance claim or condemnation award will be applied to the prompt replacement, repair, restoration, modification or improvement of that Equipment, unless YOU have exercised YOUR option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain- ing after such work has been completed shall be paid to YOU. 12. INDEMNITY. WE are not responsible for any losses or injuries caused by the manufacture, acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or defects in the Equipment To the extent permitted by law, YOU agree to reim- burse US for and to defend US against any claim for losses or injuries relating to the Equipment. This indemnity will continue even after the termination of this Lease. 13. TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes, per- sonal properly taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment (except those based on OUR net income). YOU agree that i1 WE pay arty taxes or charges, YOU will reimburse US for all such payments and will pay US interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting and administering arty taxes, assessments or fees and remitting them to the appropriate authorities. 14. INSURANCE. During the term of this Lease, YOU will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment, without deductible and without co-insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public liability insurance covering both personal injury and property damage of at least $100,000 per person and $300,000 per occurrence or bodily injury and $.50,000 for property damage. WE will be the sok named loss payee on the property insurance and named as an addition- al insured on the public liability insurance. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. It YOU do not provide such insurance, YOU agree that WE have the right, but not the obligation, to obtain such insurance and add an insurance fee to the amount due from you, on which we make a profit 15. DEFAULT. Subject to Section 5, YOU are in default of this Lease if any of the following occurs: (a) YOU fail to pay any Lease Payment or other sum when due; (b) YOU breach any warran- ty or other obligation under this Lease, or any other agreement with US, (c) YOU become insolvent or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have tied against YOU a petition for liquidation, reorganization, adjustment of debt Or similar relief under the Federal Bankruptcy Code or any other present or future federal or stale bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. 15. REMEDIES. WE have the following remedies it YOU are in default of this Lease: WE may declare the entire balance of the unpaid Lease Payments for the then current Original Term or Renewal Term immediately due and payable; sue for and receive all Lease Payments and any other payments then accrued or accelerated under this Lease; charge YOU interest on all monies due US at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; charge YOU a return -check or non -sufficient funds charge ("NSF Charge") of $25.00 for a check that is returned for any reason; and require that YOU return the Equipment to US and, if YOU fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of this Lease unless WE expressly notify YOU in writing. If the Equipment is returned or repossessed by US and unless WE have termi- nated this Lease, WE will sell or re -rent the Equipment to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining liable for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required to pay (i) all expenses incurred by US in connection with the enforcement of arty remedies, including all expenses at repossessing, storing, shipping, repairing and selling the Equipment, and (u) reasonable attorneys' fees. 17. PURCHASE OPTION. Provided YOU are not in default, YOU shall have the option to purchase all but not less than a0 of the Equipment (a) on the date the last Lease Payment is due (assuming this Lease is renewed at the end of the Original Term and each Renewal Term), if this Lease is still in effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment at One Dollar to US; (b) on the Iasi day of the Original Term or any Renewal Term then in effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; or (c) if substantial damage to or destruction or condemnation of substantially all of the Equipment has occurred, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in lull to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule. 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU are a public body corporate and politic duly organized and existing under the constitution and laws of YOUR Slate with full power and atithonty to enter into this Lease and the transactions contemplated hereby and to perform all of YOUR obligations hereunder; (b) YOU have duly authorized the execu- tion and delivery of this Lease by proper action by YOUR governing body at a meeting duty called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability at this Lease; (c) YOU have complied with such pub- lic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the Equipment; (d) all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by YOU of this Lease or in connection with the carrying out by YOU of YOUR obligations hereunder have been obtained; (e) this Lease constitutes the legal. valid and binding obligation of YOU enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally; (1) YOU have, in accordance with the requirements of law, fully budgeted and appro- priated Sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year and to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an immedi- ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin- ish in the foreseeable future, including the Full Lease Term, and the Equipment will be used by YOU only for the purpose of performing one or more of YOUR governmental or proprietary functions con- sistent with the permissible scope of YOUR authority and will not be used in The trade or business of arty other entity or person; and (h) YOU have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement. 19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment. If WE feel it is necessary, YOU agree to submit financial state- ments (audited if available) on a quarterly basis. 20. UCC - ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Finance lease as that term is defined in Article 2A of the Uniform Commercial Code ("UCC"). YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment. WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Supplier for a description of any rights or warranties that YOU may have under this supply contract. YOU also waive any and all rights and remedies granted YOU under Sections 2A-508 through 2A-522 0t. the UCC. 21. TAX EXEMPTION. YOU will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). including without limitation Sections 103, 141, 148 and 149 thereof, and the applicable regulations thereunder to maintain the exclusion of the interest portion of the Lease Payments from gross income for purposes of federal income taxation. YOU acknowledge that these provisions of the Code provide restrictions on the use of the Equipment and the expendi- ture and investment of money related to this Lease. YOU agree to insure the timely and accurate If- ing of IRS Form 8038-G or form 8038-13C, as applicable, as required by the Code, and VAN fully coop- erate with US to insure such timely and accurate filing. 22. BANK QUALIFICATION. If YOU checked the "Bank Qualification Elected" box on the front page of this Lease YOU and all YOUR subordinate entities will not issue in excess of $10,DO0,OD0 of qualified tax-exempt obligations (including this Lease but excluding private activity bonds other than qualified 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain- ing an opinion of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to US that the designation of this Lease as a "qualified tax-exempt obligation" will not be adversely affected. 23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be governed and construed in accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU agree to waive YOUR rights to a trial by jury. 24. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS. This Lease contains the entire agreement and understanding. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Lease which for any reason may be held unen- forceable in any jurisdiction shall, as to such jurisdiction, be ineffective without invaliding the remain- ing provisions of this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION. YOU agree that a facsimile copy of this Lease with facsimi- le Signatures may be treated as an anginal and will be admissible as evidence of this Lease. 26. ROLE OF LESSOR. WE have not acted and will not act as a fiduciary for YOU or as YOUR agent or municipal advisor. WE have not and will not provide financial, legal, tax, accounting or other advice to YOU or to any financial advisor or placement agent engaged by YOU with respect to this Lease. YOU, YOUR financial advisor, placement agent or municipal advisor, if any, shall each seek and obtain its own financial, legal, tax, accounting and other advice with respect to this Lease from its own advisors (including as it relates to structure, timing, terms and similar matters). Page 2 of 2 02016 All Rights Reserved. Printed in the U S . 12PFDOC207v1 12/16 y t` 0 N CJ 0 G LL a N T ATTACHMENT 1 Lease Payment Schedule LESSOR. DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: CITY OF SEAL BEACH STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT I.FASE NUMBER: 100-10227807 LEASE DATE: AUGUST 27 _ _ _ 2019..1.1__ Lease Payments are due on each periodic anniversary of the Commencement Dale that occurs during the Full Lease Term until all of the payments set forth below have been received by US. The period for each periodic anniversary is _MONTHLY as specified in the Payment Frequency box of this lease. If the Commencement Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day of the month, commencing on the 1st day of the _SECOND _ succeeding month after the month of such Commencement Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price Loan 0 0.00 0.00 165,784.93 - 1 3,049.45 545.72 2.50373 163,281.20 168,179.64 2 3,049.45 537.48 2,511.97 160,769.23 165, 592.31 3 3,049.45 529.21 2,520.24 158,248,99 162,996.46 4 3,049.45 520.92 2,528 53 155,720.46 160,392.07 5 3,049.45 512.59 2,536.86 153,183.60 157,779.11 6 3,049.45 504.24 2,54521 150,638.39 155,157.54 7 3,049.45 495.86 2,55359 148,084.80 152,527.34 8 3,049.45 487.46 2,561.99 145, 522.81 149.88&49 9 3,049.45 479.02 2,570.43 142,952, 38 147,240.95 10 3,049.45 470.56 2,578.89 140, 373.49 144, 584.69 11 3,049.45 462.07 2,587.38 137,786.11 141,919.69 12 3,049.45 453.56 2,595.89 135,190.22 139,245.93 13 3,049.45 445.01 2,60444 132,585.78 136,563.35 14 3,049.45 436.44 2,613.01 129,972,77 133,871.95 15 3,049.45 427.84 2,621,61 127,351 16 131,171.69 16 3,049.45 419.21 2,630.24 124,720.92 128,462.55 17 3,049.45 410.55 2,638.90 122,082.02 125,744.48 18 3,049.45 401.86 2,647.59 119,434.43 123,017.46 19 3,049.45 393.15 2,656.30 116,778.13 120,281.47 20 3,049.45 384.40 2,665.05 114,113.08 117,536.47 21 3,049.45 375.63 2,673.82 111,439.26 114,782.44 22 3,049.45 366.83 2,682.62 108,756.64 112,019.34 23 3,049.45 358.00 2,691.45 106,065.19 109,247.15 24 3,049.45 349,14 2,700.31 103,364.88 106,465.83 25 3,049.45 340.25 2,709.20 100,655.68 103,675.35 26 3,049.45 331.33 2,718,12 97,937.56 100,875.69 27 3,049.45 322.39 2,72706 95,210.50 98,066.82 28 3,049.45 313.41 2,736.04 92,474.46 95,248.69 29 3,04945 304.40 2,745.05 89,729.41 92,421.29 30 3,049.45 295.37 2,754.08 86,975.33 89,584.59 Sales lax of $13,201.88 is included in the financed amount shown above. In addition to the stated monthly payment of $3049.45 a monthly Service/Maintenance payment of $1562.28 is due and payable monthly. This monthly Service/Maintenance payment is separate from the $3049.45 monthly tax-exempt principal and interest equipment lease payment. The aforementioned Service/Maintenance payment will be passed through to the Vendor providing the service/maintenance. The total monthly payment due is $4611.73 ($3049.45 + $1562.28), Lessee Signature: Print Name: 3'W L V_- �W bitit N I� 11 �1 N 0 Date: le Title: C I T `1 M,J1`1NA (. E IIS- N r Page ----_ _ of 2 =012 All Rips Reserved. Printed in IM U.S.A. 12PFOOC224 11112 ATTACHMENT 1 Lease Payment Schedule LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: CITY OF SEAL BEACH LEASE NUMBER: 100-10227807 _ LEASE DATE: AUGUST 27 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT __ __ , 20-1-90--­ Lease 0_19__._.. Lease Payments are due on each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been received by US. The period for each periodic anniversary is MONTHLYas specified in the Payment Frequency box of this Lease. If the Commencement Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day of the month, commencing on the 1st day of the succeeding month after the month of such Commencement Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price 31 3,049.45 286.30 2,763.15 84,212.18 86,738.55 32 3,049.45 277.21 2,772-24 81,439.94 83,883.14 33 3,049.45 268.08 2,781.37 78,658.57 81,018.33 34 3,049.45 258.92 2,790.53 75,868.04 78,144.08 35 3,049.45 249.74 2,799.71 73,068.33 75,260.38 36 3,049.45 240.52 2,808.93 70,259.40 72,367.18 37 3,049.45 231.28 2,818,17 67,441.23 69,464.47 38 3,049.45 222.00 2,827.45 64,613.78 66,552.19 39 3,049.45 212-69 2,836.76 61,777.02 63,630.33 40 3,049.45 203.35 2,846.10 58,930.92 60,698.85 41 3,049.45 193.99 2,855.46 56,075.46 57,757.72 42 3,049.45 184.59 2,864.86 53,210.60 54,806.92 43 3,049.45 175.16 2,874.29 50,336.31 51,846.40 44 3,049.45 165.69 2,883.76 47,452.55 48,876.13 45 3,049.45 156.20 2,893.25 44,559.30 45,896.08 46 3,049.45 146.68 2,902.77 41,656.53 42,906.23 47 3,049.45 137.12 2,912.33 38,744.20 39,906.53 48 3,049.45 127.54 2,921.91 35,822.29 36,896.96 49 3,049.45 117.92 2,931.53 32,890.76 33,877.48 50 3,049.45 108.27 2,941.18 29,949.58 30,848.07 51 3,049.45 98.59 2,950.86 26,998.72 27,808.68 52 3,049.45 88.87 2,960.58 24,038.14 24,759.28 53 3,049.45 79.13 2,970,32 21,067.82 21,699.85 54 3,049.45 69.35 2,980,10 18,087.72 18,630.35 55 3,049.45 59.54 2,989,91 15,097.81 15,550.74 56 3,049.45 49.70 2,999,75 12,098.06 12,461.00 57 3,049.45 3982 3,009.63 9,088.43 9,361.08 58 3,049.45 29.92 3,019.53 6,068.90 6,250.97 59 3,049.45 19.98 3,029.47 3,039.43 3,130.61 60 3,049.45 10.02 3,039.43 0.00 - Grand Totals 182,967.00 17,182.07 165,784.93 Lessee Signature: Print Name: S v N \ N O Date:LL c Title: G I fi'1 Moi AIA 6 k� N T 02012 All Rights Reserved. Printed in the U SA 12PFDOC224 11/12 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: CITY OF SEAL BEACH LEASE NUMBER: 100-10227807 _ LEASE DATE: __ AUGUST 27 20 _1 g o pge 1 d 2 02012 NI Rights Reserved. Primed ink U.S-4 ICKDOC169410112 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR: _DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: CITY OF SEAL BEACH LEASE NUMBER: 10010227807 LEASE DATE: _ AUGUST 27 20__19__ Page 2 of 2 02012 All Rights Reserved. Rinsed ink USA 10KD0C169v210f12 BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for _DE_LAGE IANDEN F1U.B _ FINANCE -LLC __ to properly bill and credit your account, it is necessary that you complete this form and return it with the signed documents. Billing Name: — GIS_''( Of-SCAL If you would like your invoices emailed to you in place of regular mail, please provide an email address(es) below: 'YOUR INVOICES WILL BE EMAILED FROM INVOICEDELIVERYOPAYEREXPRESS.COM Subject line will read: Your Lease Direct Invoice is ready to view online! Billing Address: 2-1k 8* _YGG�__ —_____ _'_SIAL SEACA t -A - 0Io740 Attention: A<<eJN ?"S P/FiA IS L" Telephone Number: __5_k2 _-3_L+ 25 Z? 2 4o4- 130 FEDERAL IDN: ! - 6 tido ° 7 %j SPECIAL INSTRUCTIONS Do you require a Purchase Order Number on the invoice? If yes, please provide PON _ Is a new purchase order required for each new fiscal period? If yes, provide month/year PO expires Are you sales tax exempt? If yes, please attach a copy of exempt certificate or direct pay permit. Do you require any special information to establish a vendor number for If yes, please advise: Additional Comments: - CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM 8038-G FILINGS (required for all State and Local Government transactions) Contact Name: a{" A yNA Oto hN C Title: FI ANCE PAAOA 66FL Contact Address: Z 11 16-t* SfY.Ce.F , SG► l 60SCA r CA • 9 0? Contact Telephone Number: _ 5 6 Z — 43 1 - LS 27 a 64-. k330 Email Address: - 4 k04not V Written Tax Compliance Procedures 0 YES IINO ❑ YES �6 NO ❑YES ONO ❑ YES 0 NO The IRS Form 8038-G asks specific questions about whether written procedures exist with regard to compliance with the federal tax requirements for tax-exempt obligations. Please answer the following questions to help us complete the form correctly prior to your signature. Please note that your answers to these questions will not impact the terms or conditions of the subject transaction: 1. Has the Lessee established written procedures designed to monitor compliance with federal tax restrictions for the term of the lease? Among other matters, the written procedures should identify a particular individual within Lessee's organization to monitor compliance with the federal tax requirements related to use of the financed assets and describe actions to be taken in the event failure to comply with federal tax restrictions is contemplated or discovered. YES ❑ NO 14 If YES, please attach/provide a copy. Answer the following question only if proceeds of the current financing will be funded to an ESCROW Account. The IRS Form 8038-G asks specific questions about written procedures to monitor the yield on the investment of gross proceeds of tax-exempt obligations and, as necessary, make payments of arbitrage rebate earned to the United States. 2. Has the Lessee established written procedures to monitor the yield on the investment of proceeds of the Lease on deposit in an escrow account or similar fund prior to being spent and to ensure that any positive arbitrage rebate earned is paid to the United States? YES ❑ NO If YES, please attach/provide a copy. If you have further questions, please consult your regular bond or legal counsel. 02016 All Rights Reserved. Printed in the US.A 000000864 11/16 es a 00 0 L3 0 e d m 0 DOCUMENTATION INSTRUCTIONS FOR LEASE NUMBER 10227807. The instructions listed below should be followed when completing the enclosed documentation. Documentation completed improperly will delay funding. If you have any questions regarding the instructions or the documentation, please call us. I. STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT 1. Bank Qualification Section • Read and check box if appropriate 2. Lessee Signature • Print name, title, sign and date (must be authorized officer) II. ATTACHMENT 1— LEASE PAYMENT SCHEDULE • Print name, title, sign and date , III. ATTACHMENT 2 — EQUIPMENT DESCRIPTION — (WHEN P,ROV/DEJ__ • Print name, title, sign and date IV. STATE SPECIFIC ADDENDA _ Required for: AR, AZ, CO, FL, GA, KS, LA, MI, MN, MS, NC, NJ, NY, OH, OK, & TX • Print name, title, sign, date and attest when required V. ACCEPTANCE CERTIFICATE — PLEASE RETAIN UNTIL ALL EQUIPMENT HAS BEEN RECEIVED AND IS IN FULL WORKING ORDER • Print name, title, sign and date VI. 8038 OR GC — IRS FORM The enclosed form is a SAMPLE only. The actual 8038G or GC will be completed and sent to you for your signature after closing, with instructions to return the original to us at your earliest convenience. This is being done in accordance with the Internal Revenue Service regulations and is a requirement of this financing. VII. ADDITIONAL DOCUMENTATION THAT MUST BE SENT PRIOR TO FUNDING — NHEN APPLICABLE) : ❑ Insurance Certificate for Property– List DE LAGS LANDEN PUBLIC FINANCE LLC and/or Its Assigns as "loss payee" to the address listed below. The certificate must also show the physical address where the equipment is located or the phrase "throughout juris- diction" may be used. Must also list amount being financed. ❑ Insurance Certificate for Liability—List DE LAGE L'ANDEN PUBLIC FINANCE LLC and/or Its Assigns as "additional insured." Vendor invoice listing customer as both bill to and ship to party (to be'pro0ided by vendor) 16 Completed Billing Information form ' ❑ Advance payment check made payable to DE LAGE LANDEN PUBLIC FINANCE LLC ❑ State sales tax exemption certificate ❑ Escrow Agreement — Return signed Escrow Agreement Incumbency Certificate & Lessee W9 01 ALL DOCUMENTATION SHOULD BE RETURNED VIA FAX OR EMAIL AS FOLLOWS: Attention: COLEEN SCHURR Email: CSCHURR!QLEASEDIRECT.COM Lease Processing Center 1111 Old Eagle School Road Wayne, PA 19087 COLEEN SCHURR 02018 All pigMs Reserved. Rimed in die US.A. UKD00073v8 7/18 M 0 0 0 CL CL 0 De Lage Landen Public Finance LLC ACCEPTANCE CERTIFICATE 1111 Old Eagle School Road Wayne, PA 19087 Ladies and Gentlemen: Re: State and Local Government Lease Purchase Agreement dated as of AUGUST 27 _ 2019— between De Lag@ Landon Public Finance LLC, as Lessor, and CITY OF SEAL BEACH as Lessee. In accordance with the State and Local Government Lease Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. (SEAL) ®2009 NI Rip$ Reserved NOW in the U SA 07PFD00055vt 3/09 Lessee CITY OF SEA6,KACH sigr7eu Dat n • `'� Prifv me rtte ®2009 NI Rip$ Reserved NOW in the U SA 07PFD00055vt 3/09