HomeMy Public PortalAbout2018.11.29 PNC Equipment Lease AgreementPN C
EQUIPMENT FINANCE
Applicant Information If more than one Applicant, copy form and complete for each
Credit Application
995 Dalton Avenue, Cincinnati, OH 45203
Fax Completed and Signed Application to:
Nick Camardo 877-439-1524 or nick.camardo(a�pnc.com
Legally VegisteredAusiness Name
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Type o usiness
❑ Proprietorship ❑ LLC
❑ Partnership ipr Municipality
❑ C-Corporation ❑ Other.
Year Established
Gross Annual Revenues
$
Ownership and/or Guarantor Information for Applicant If more than three, copy form and complete for each
Name
Address including City State Zip
SS# or FEIN#
Birth Date
% Ownership
Providing Guaranty?
❑ Yes ❑ No
Name
Address including City State Zip
SS# or FEIN#
Birth Date
% Ownership
Providing Guaranty?
❑ Yes ❑ No
Name
Address including City State Zip
SS# or FEIN#
Birth Date
% Ownership
Providing Guaranty?
❑ Yes ❑ No
Equioment Information
Location Address including City State and Zip
County
Year
Manufacturer
Model
Serial/ VIN#
Finance Tenn in Months
Payment Amount $
Finance/Lease Plan: ❑ Loan ❑ FMV ❑ Full Pay Out $100 ❑ FPPO $
Total Cost: $
Down Payment: $
Trade In: $
Net to Finance: $
Important Information About Procedures for Opening a New Account (Your Lease or Loan)
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 person who opens an account (your loan/lease). What this means for you: When you open an account (your
loan/lease), we will ask for your name, address, date of birth, business documents, and other information that will allow us to identify you. We may also
ask to see your driver's license or other identifying documents. IMPORTANT INFORMATION: Except as otherwise prohibited by law, you agree and
consent that PNC Equipment Finance, LLC and its affiliates (collectively, "PNCEF") may share information about the Applicant(s) that PNCEF
and its affiliates have or may obtain for the purposes, among other things, of evaluating credit applications, servicing account(s) or offering
products or services that PNCEF believes may be of interest to the business. ECOA Notice: The Federal Equal Credit Opportunity Act prohibits
creditors from discriminating against credit applicants on the bases of race, color, religion, national origin, sex, marital status, age (providing the applicant
has the capacity to enter into a binding contract); because all or part of the applicants income derives from any public assistance program; or, because
the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this
law concerning this creditor is Bureau of Consumer Financial Protection, 1700 G Street NW, Washington, DC 20008.
Authorization for Disclosure of Business and Personal Credit Information
"You," the "Applicant" (both terms include the business entity as well as all of the individuals named above), certify to us that you are applying for credit
for business reasons, and not for personal, family or household purposes. Applicant authorizes PNCEF to obtain information from others concerning
Applicant's credit and trade standing, including Applicant's personal credit report, and other relevant information impacting this application, and if the
Lease or Loan is approved, from time to time during the term of the Lease or Loan. In addition to the information requested on this application, PNCEF
may subsequently request additional information from Applicant. As an authorized agent of the applicant company, you represent that you have reviewed
this document and the information herein is true, correct and complete. A photo static copy of this authorization shall be as valid as the original. Ohio
Residents Only: The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers, and that
credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio civil rights commission administers compliance
with this law. New York Residents Only: A consumer report may be requested in conjunction with this application. Upon your request, you will be
informed whether or not a consumer report was requested and if such report was requested, informed of the name and address of the consumer
reporting agency that fumished the report. Subsequent consumer reports may be requested or utilized in connection with an update, renewal or
extension of the credit for which this application is made. Vermont Residents Only: You authorize PNCEF to obtain credit reports about you now and in
the future for all legitimate purposes associated with this application or the account including, but not limited to: (a) evaluating this application; and (b)
renewing, reviewing, modifying, and taking collection action on the account.
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Owner #2 of Applicant - Print Name
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Owner #3 of Applicant - Print Name
(ipivner #3 of Applicant - Signature
Date
Joint Intent
If a Guaranty is being provided for this application or there is more than one Applicant, the following must be initialed by BOTH the Applicant(s) and
all Guarantors. By initialing, we confirm that we intend to apply for joint credit or to jointly and severally guarantee credit.
Applicant(s)
Joint Party (Guarantor and/or Co -Applicants)
0050-4LL V20170821
PNC
EQUIPMENT FINANCE
Golf Finance
Supplemental Credit Information
Course Name: City of McCall dba McCall Golf Club
Website:
mccall.id.us
# of Holes of Play at facility: 9 n18 ❑ 27 ❑ 36 ❑Other
Annual Rounds of Golf Played: 35,000
Year Course Opened: 1931
Year Current Ownership took control:
1970
Management of Course City of McCall If External, for how long
Type of Operation: Daily Fee x Municipal
Private Semi -Private
If Daily or Muni: Average cost per round $ 45
If Private Membership: Number of Full Priv. Members Now Last Year
Membership in Other Classifications
Initiation Fee: $
Average Monthly Dues:
Ability to assess members if necessary? Yes No
Requested Financing: x New requirement
Replacement Lease
Significant Activities affecting past or future performance:
We are always upgrading and improving the golf course. Upcoming plans include repave
of parking lot. Rebuild/Seal cart paths. Rebuild/Enlarge #6 Aspen green.
Lease -Purchase Agreement
Dated as of November 19, 2018
Lease Number: 98982756-1
E04
Lessor: PNC Equipment Finance, LLC
995 Dalton Avenue
Cincinnati, OH 45203
Lessee: LESSEE FULL LEGAL NAME FEDERAL TAX ID
City of McCall 826000223
216 E Park Street
McCall, ID 83638
Equipment Location: 925 Fairway Dr McCall, ID 83638
Equipment See attached Certificate of Acceptance for Equipment Description
Description
Rent Lease Term is for 60 months, with Rent payments due in advance _ ❑ monthly;❑ quarterly; ❑semi-annual; ®annually;
Payment each in the amounts set forth in the attached Schedule of Payments.
Schedule
Lessee shall pay Rent payments exclusively from legally available funds in U.S. currency to Lessor in the amounts and on the
dates set forth herein, without notice or demand.
TERMS AND CONDITIONS
1. LEASE. Subject to the terms of this Lease, Lessee agrees to lease from Lessor the equipment ("Equipment") described in the attached Certificate of
Acceptance when Lessor accepts this Lease. Lessee agrees to be bound by all the terms of this Lease.
2. DELIVERY AND ACCEPTANCE OF EQUIPMENT. Acceptance of the Equipment occurs upon delivery. When Lessee receives the Equipment,
Lessee agrees to inspect it and to verify by telephone or in writing such information as Lessor may require. Delivery and installation costs are Lessee's
responsibility. If Lessee signed a purchase contract for the Equipment, by signing this Lease Lessee assigns its rights, but none of its obligations under the
purchase contract, to Lessor.
3. RENT. Lessee agrees to pay Lessor Rent (plus applicable taxes) in the amount and frequency stated above. If Lessee's Rent payments are due in Advance,
Lessee's first Rent payment is due on the date Lessee accepts the Equipment under the Lease. Lessor will advise Lessee as to (a) the due date of each Rent
payment, and (b) the address to which Lessee must send payments. Rent is due whether or not Lessee receives an invoice from Lessor. Lessee will pay Lessor
any required advance rent when Lessee signs this Lease. Lessee authorizes Lessor to change the Rent by not more than 15% due to changes in the Equipment
configuration, which may occur prior to Lessor's acceptance of this Lease. Restrictive endorsements on checks Lessee sends to Lessor will not reduce Lessee's
obligations to Lessor. Unless a proper exemption certificate is provided, applicable sales and use taxes will be added to the Rent.
NON -APPROPRIATION OF FUNDS. Lessee intends to remit all Rent and other payments to Lessor for the full Lease Term if funds are legally available. In
the event Lessee is not granted an appropriation of funds at any time during the Lease Term for the Equipment subject to this Lease and operating funds are not
otherwise available to Lessee to pay the Rent and other payments due and to become due under this Lease, and there is no other legal procedure or available
funds by or with which payment can be made to Lessor, and the non -appropriation did not result from an act or omission by Lessee, Lessee shall have the right
to return the Equipment in accordance with Section 16 of the Lease and terminate this Lease on the last day of the fiscal period for which appropriations were
received without penalty or expense to Lessee, except as the portion of Rent for which funds shall have been appropriated and budgeted. At least 30 days prior
to the end of Lessee's fiscal year, Lessee's chief executive officer (or legal counsel) shall certify in writing that (a) funds have not been appropriated for the
upcoming fiscal period, (b) such non -appropriation did not result from any act or failure to act by Lessee, and (c) Lessee has exhausted all funds legally available
for the payment of Rent.
4. UNCONDITIONAL OBLIGATION. LESSEE AGREES THAT IT IS UNCONDITIONALLY OBLIGKIED TO PAY ALL RENT AND ANY
OTHER AMOUNTS DUE UNDER THIS LEASE IN ALL FISCAL YEARS IN WHICH FUNDS HAVE BEEN APPROPRIATED NO MATTER
WHAT HAPPENS, EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED, IF IT IS DEFECTIVE OR IF LESSEE HAS TEMPORARY OR
PERMANENT LOSS OF ITS USE. LESSEE IS NOT ENTITLED TO ANY REDUCTION OR SET-OFF AGAINST RENT OR OTHER AMOUNTS
DUE UNDER THIS LEASE FOR ANY REASON WHATSOEVER
5. DISCLAIMER OF WARRANTIES. THE EQUIPMENT IS BEING LEASED TO LESSEE IN "AS IS" CONDITION. LESSEE AGREES THAT
LESSOR HAS NOT MANUFACTURED THE EQUIPMENT AND THAT LESSEE HAS SELECTED THE EQUIPMENT BASED UPON LESSEE'S
OWN JUDGMENT. LESSEE HAS NOT RELIED ON ANY STATEMENTS LESSOR OR ITS EMPLOYEES HAVE MADE. LESSOR HAS NOT
MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING
WITHOUT LIMITATION, THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, DESIGN,
CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS
OR APPLICABLE LAW. Lessee is aware of the name of the Equipment manufacturer and Lessee will contact the manufacturer for a description of Lessee's
warranty rights. If the manufacturer has provided Lessor with a warranty, Lessor assigns its rights to such warranty to Lessee and Lessee may enforce all warranty
rights directly against the manufacturer of the Equipment. Lessee agrees to settle any dispute regarding performance of the Equipment directly with the
manufacturer of the Equipment.
6. TITLE AND SECURITY INTEREST. Unless otherwise required by the laws of the state where Lessee is located, Lessee shall have title to the Equipment
immediately upon delivery and shall be deemed to be the owner of the Equipment as long as Lessee is not in default under this Lease. In the event of a default,
title to the Equipment shall revert to Lessor free and clear of any rights or interest Lessee may have in the Equipment. To secure all of Lessee's obligations to
Lessor under this Lease Lessee hereby grants Lessor a security interest in (a) the Equipment to the extent of Lessee's interest in the Equipment, (b) anything
attached, added, replaced and/or substituted to the Equipment at any time, (c) any money or property from the sale of the Equipment, and (d) any money from an
insurance claim if the Equipment is lost or damaged. Lessee agrees that the security interest will not be affected if this Lease is changed in any way.
7. USE, MAINTENANCE AND REPAIR. Lessee will not move the Equipment from the Equipment Location without Lessor's advance written consent.
Lessee will give Lessor reasonable access to the Equipment Location so that Lessor can check the Equipment's existence, condition and proper maintenance.
Lessee will use the Equipment in the manner for which it was intended, as required by all applicable manuals and instructions, and keep it eligible for any
manufacturer's certification and/or standard full service maintenance contract. At Lessee's own cost and expense, Lessee will keep the Equipment in good repair,
condition and working order, ordinary wear and tear excepted. Lessee will not make any permanent alterations to the Equipment.
8. TAXES. Lessee agrees to pay Lessor, when invoiced, all taxes (including any sales, use and personal property taxes), fines, interest and penalties relating
to this Lease and the Equipment (excluding taxes based on Lessor's net income). Lessee agrees to file any required personal property tax returns and, if Lessor
asks, Lessee will provide Lessor with proof of payment. Lessor does not have to contest any tax assessments.
9. INDEMNITY. Lessor is not responsible for any injuries, damages, penalties, claims or losses, inducing legal expenses, incurred by Lessee or any other
person caused by the transportation, installation, manufacture, selection, purchase, lease, ownership, possession, modification, maintenance, condition, operation,
use, return or disposition of the Equipment. To the extent permitted by law, Lessee agrees to reimburse Lessor for and defend Lessor against any claims for such
losses, damages, penalties, claims, injuries, or expenses. This indemnity continues even after this Lease has expired, for acts or omissions that occurred during
the Lease Term.
10. IDENTIFICATION. Lessee authorizes Lessor to insert or correct missing information on this Lease, including Lessee's official name, serial numbers and
any other information describing the Equipment. Lessor will send Lessee copies of such changes. Lessee will attach to the Equipment any name plates or stickers
Lessor provides Lessee.
11. LOSS OR DAMAGE. Lessee is responsible for any loss of the Equipment from any cause at all, whether or not insured, from the time the Equipment is
shipped to Lessee until it is returned to Lessor. If any item of Equipment is lost, stolen or damaged, Lessee will promptly. notify Lessor of such event. Then, at
Lessor's option, Lessee will either (a) repair the Equipment so that it is in good condition and working order, eligible for any manufacturer's certification, or (b)
pay Lessor an amount equal to the Net Book Value (as defined in Section 14) of the lost, stolen or damaged Equipment. If Lessee has satisfied their obligations
under this Section 11, Lessor will forward to Lessee any insurance proceeds which Lessor receives for lost, damaged, or destroyed Equipment. If Lessee is in
default, Lessor will apply any insurance proceeds Lessor receives to reduce Lessee's obligations under Section 14 of this Lease.
12. INSURANCE. Lessee agrees to (a) keep the Equipment fully insured against loss, naming Lessor as loss payee, and (b) obtain a general public liability
insurance policy covering both personal injury and property damage in amounts not less than Lessor may tell Lessee, naming Lessor as additional insured, until
Lessee has met all their obligations under this Lease. Lessor is under no duty to tell Lessee if Lessee's insurance coverage is adequate. The policies shall state
that Lessor is to be notified of any proposed cancellation at least 30 days prior to the date set for cancellation. Upon Lessor's request, Lessee agrees to pmvide
Lessor with certificates or other evidence of insurance acceptable to Lessor. If Lessee does not provide Lessor with evidence of proper insurance within ten days
of Lessor's request or Lessor receives notice of policy cancellation, Lessor may (but Lessor is not obligated to) obtain insurance on Lessor's interest in the
Equipment at Lessee's expense. Lessee will pay all insurance premiums and related charges.
13. DEFAULT. Lessee will be in default under this Lease if any of the following happens: (a) Lessor does not receive any Rent or other payment due under
this Lease within ten days after its due date, (b) Lessee fails to perform or observe any other promise or obligation in this Lease and does not correct the default
within ten days after Lessor sends Lessee written notice of default, (c) any representation, warranty or statement Lessee has made in this Lease shall prove to
have been false or misleading in any material respect, (d) any insurance carrier cancels or threatens to cancel any insurance on the Equipment, (e) the Equipment
or any part of it is abused, illegally used, misused, lost, destroyed, or damaged beyond repair, (f) a petition is filed by or against Lessee under any bankruptcy or
insolvency laws, or (g) Lessee defaults on any other agreement between it and Lessor (or Lessor's affiliates).
14. REMEDIES. Upon the occurrence of a default, Lessor may, in its sole discretion, do any or all of the following: (a) provide written notice to Lessee of
default, (b) as liquidated damages for loss of a bargain and not as a penalty, declare due and payable, the present value of (i) any and all amounts which may be
then due and payable by Lessee to Lessor under this Lease, plus (ii) all Rent payments remaining through the end of the then current fiscal year, discounted at
the higher of 3% or the lowest rate allowed by law (collectively, the "Net Book Value") and (c) require Lessee to immediately return the Equipment to Lessor.
Lessor has the right to require Lessee to make the Equipment available to Lessor for repossession during reasonable business hours or Lessor may repossess the
Equipment, so long as Lessor does not breach the peace in doing so, or Lessor may use legal process in compliance with applicable law pursuant to court order
to have the Equipment repossessed. Lessee will not make any claims against Lessor or the Equipment for trespass, damage or any other reason. If Lessor takes
possession of the Equipment Lessor may (a) sell or lease the Equipment at public or private sale or lease, and/or (b) exercise such other rights as may be allowed
by applicable law. Although Lessee agrees that Lessor has no obligation to sell the Equipment, if Lessor does sell the Equipment, Lessor will reduce the Net
Book Value by the amounts Lessor receives. Lessee will immediately pay Lessor the remaining Net Book Value. Lessee agrees (a) that Lessor only needs to
give Lessee ten days' advance notice of any sale and no notice of advertising, (b) to pay all of the costs Lessor incurs to enforce Lessor's rights against Lessee,
including attomey's fees, and (c) that Lessor will retain all of Lessor's rights against Lessee even if Lessor does not choose to enforce them at the time of Lessee's
default.
15. LESSEE'S OPTION AT END OF LEASE. Provided Lessee is not in default, upon expiration of the Lease Term, Lessee has the option to purchase all
but not less than all of the Equipment for $1.00 (plus all sales and other applicable taxes).
16. RETURN OF EQUIPMENT. If (a) default occurs, or (b) a non -appropriation of funds occurs in accordance with Section 3, Lessee will immediately
return the Equipment to any location(s) in the continental United States and aboard any carriers(s) Lessor may designate. The Equipment must be properly
packed for shipment in accordance with the manufacturer's recommendations or specifications, freight prepaid and insured, maintained in accordance with
Section 7, and in "Average Saleable Condition." "Average Saleable Condition" means that all of the Equipment is immediately available for use by a third party
buyer, user or lessee, other than Lessee named in this I.estsP, without the need for any repair or refurbishment. All Equipment must be free of markings. Lessee
will pay Lessor for any missing or defective parts or accessories. Lessee will continue to pay Rent until the Equipment is received and accepted by Lessor.
17. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants to Lessor that as of the date of this Lease, and
throughout the Lease Term: (a) Lessee is the entity indicated in this Lease; (b) Lessee is a State or a fully constituted political subdivision or agency of the State
in which Lessee is located; (c) Lessee is duly organized and existing under the Constitution and laws of the State in which they are located; (d) Lessee is authorized
to enter into and carry out Lessee's obligations under this Lease, any documents relative to the acquisition of the Equipment and any other documents required
to be delivered in connection with this Lease (collectively, the "Documents"); (e) the Documents have been duly authorized, executed and delivered by Lessee
in accordance with all applicable laws, rules, ordinances, and regulations, the Documents are valid, legal, binding agreements, enforceable in accordance with
their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the
offices indicated below their signature, each of which are genuine; (f) the Equipment is essential to the immediate performance of a governmental or proprietary
function by Lessee within the scope of Lessee's authority and shall be used during the Lease Term only by Lessee and only to perform such function; (g) Lessee
intends to use the Equipment for the entire Lease Term and shall take all necessary action to include in Lessee's annual budget any funds required to fulfill
Lessee's obligations for each fiscal year during the Lease Term; (h) Lessee has complied fully with all applicable law governing open meetings, public bidding
and appropriations required in connection with this Lease and the acquisition of the Equipment; (i) Lessee's obligations to remit Rent under this Lease constitutes
a current expense and not a debt under applicable state law and no provision of this Lease constitutes a pledge of Lessee's tax or general revenues, and any
provision which is so constructed by a court of competent jurisdiction is void from the inception of this lease; (j) all payments due and to become due during
Lessee's current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available
for the lease/purchase of the Equipment; (k) Lessee shall not do or cause to be done any act which shall cause, or by omission of any act allow the interest portion
of any Rent payment to become includible in Lessor's gross income for Federal income taxation purposes under the Internal Revenue Code of 1986, as amended,
(the "Code"); (1) Lessee shall maintain a complete and accurate record of all assignments of this Lease in the form sufficient to comply with the book entry
requirements of Section 149(a) of the Code and the regulations prescribed there under from time to time; (m) Lessee shall comply with the information reporting
requirements of Section 149(e) of the Code; such compliance shall include, but not be limited to, the execution of IRS Form 8038-G or 8038-GC; and (n) all
financial information Lessee has provided to Lessor is true and accurate and provides a good representation of Lessee's financial condition.
18. LESSEE'S PROMISES. In addition to the other provisions of this Lease, Lessee agrees that during the term of this Lease (a) Lessee will promptly notify
Lessor in writing if it moves its principal office or changes its name or legal structure, (b) Lessee will provide to Lessor such financial information as may
reasonably request from time to time, and (c) Lessee will take any action Lessor reasonably requests to protect Lessor's rights in the Equipment and to meet
Lessee's obligations under this Lease.
19. ASSIGNMENT. LESSEE WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, SUB -LEASE OR PART WITH POSSESSION OF THE
EQUIPMENT OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. Lessee will not attach any of the Equipment to any real
estate. Upon Lessor's reasonable request and at Lessee's cost, Lessee will obtain from each person having an interest in the real estate where the Equipment is
located a waiver of any rights they may have in the Equipment.
20. ASSIGNMENT BY LESSOR. This Lease, and the rights of Lessor hereunder and in and to the Equipment, may be assigned and reassigned in whole or
in part to one or more assignees by Lessor or its assigns at any time without the necessity of obtaining the consent of Lessee; provided, however, no such
assignment or reassignment shall be effective unless and until Lessee shall have been given written notice of assignment disclosing the name and address of the
assignee or its agent authorized to receive payments and otherwise service this Lease on its behalf. Upon receipt of notice of assignment, Lessee agrees to record
the same in records maintained for such purpose, and further, to make all payments as designated in the assignment, notwithstanding any claim, defense, setoff
or counterclaim whatsoever (whether arising from a breach of this Lease or otherwise) that Lessee may from time to time have against Lessor or Lessor's assigns.
Lessee agrees to execute all documents, including acknowledgments of assignment, which may reasonably be requested by Lessor or its assigns to protect their
interests in the Equipment and in this Lease.
21. COLLECTION EXPENSES, OVERDUE PAYMENT, TERMINATION. Lessee agrees that Lessor can, but does not have to, take on Lessee's behalf
any action which Lessee fails to take as required by this Lease, and Lessor's expenses will be in addition to that of the Rent which Lessee owes Lessor. If Lessor
receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge 5% of such overdue amount, limited, however, to the
maximum amount allowed by law. Upon 30 days' prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall
have the option to purchase all, but not less than all, of the Equipment covered by the Lease on any Rent Payment due date by paying to Lessor all Rent Payments
then due (including accrued interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon
satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "as is,
where is," without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created
by Lessor.
22. AGREED LEASE RATE FACTOR. Lessee understands that the Equipment may be purchased for cash (the "Equipment Cost") or it may be leased. By
signing this Lease, Lessee acknowledges that it has chosen to lease the Equipment from Lessor for the Lease Term and that Lessee has agreed to pay Rent. Each
payment of Rent includes a principal amount based on the Equipment Cost and a lease charge rate. If it is determined that Lessee's payments under this Lease
result in an interest payment higher than allowed by applicable law, then any excess interest collected will be applied to the repayment of principal and interest
will be charged at the highest rate allowed by law. In no event will Lessor charge or receive or will Lessee pay any amounts in excess of the legal amount.
23. MISCELLANEOUS. This Lease contains the entire agreement and supersedes any conflicting provision of any equipment purchase order or any other
agreement. TIME IS OF THE ESSENCE IN THIS LEASE. If a court finds any provision of Lease to be unenforceable, the remaining terms of this Lease
shall remain in effect. THIS LEASE IS A "FINANCE LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. Lessee
authorizes Lessor (or Lessor's agent) to (a) obtain credit reports, (b) make such other credit inquires as Lessor may deem necessary, and (c) furnish payment
history information to credit reporting agencies. To the extent permitted by law, Lessor may charge Lessee a fee of $250.00 to cover Lessor's documentation
and investigation costs.
24. NOTICES. All of Lessee's written notices to Lessor must be sent by certified mail or recognized ovemight delivery service, postage prepaid, to Lessor at
Lessor's address stated in this Lease, or by facsimile transmission to Lessor's facsimile telephone number, with oral confirmation of receipt. All of Lessor's
notices to Lessee may be sent first class mail, postage prepaid, to Lessee's address stated in this Lease. At any time after this Lease is signed, Lessee or Lessor
may change an address or facsimile telephone number by giving notice to the other of the change.
25. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE COMPLIANCE. Lessee represents and warrants to Lessor, as of the date of this Lease,
the date of each advance of proceeds under the Lease, the date of any renewal, extension or modification of this Lease, and at all times until the Lease has been
terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; or (ii) 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 the Lease will not be used to fund any unlawful activity; (c) the funds used to repay
the 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.
As used herein: "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. Intemal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; "Covered Entity"
means Lessee, its affiliates and subsidiaries and direct and indirect owners; "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 the Lessee opens an account,
Lessor will ask for the business name, business address, taxpayer identifying number and other information that will allow the 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. WAIVERS. LESSOR AND LESSEE EACH AGREE TO WAIVE, AND TO TAKE ALL REQUIRED STEPS TO WAIVE, ALL RIGHTS TO A
JURY TRIAL. To the extent Lessee is permitted by applicable law, Lessee waives all rights and remedies conferred upon a lessee by Article 2A (Sections 508-
522) of the Uniform Commercial Code including but not limited to Lessee's rights to: (a) cancel or repudiate this Lease; (b) reject or revoke acceptance of the
Equipment; (c) recover damages from Lessor for any breach of warranty or for any other reason; (d) grant a security interest in any Equipment in Lessee's
possession. To the extent Lessee is permitted by applicable law, Lessee waives any rights they now or later may have under any statute or otherwise which
requires Lessor to sell or otherwise use any Equipment to reduce Lessor's damages, which requires Lessor to provide Lessee with notice of default, intent to
accelerate amounts Becoming due or acceleration of amounts becoming due, or which may otherwise limit or modify any of Lessor's rights or remedies. ANY
ACTION LESSEE TAKES AGAINST LESSOR FOR ANY DEFAULT, INCLUDING BREACH OF WARRANTY OR INDEMNITY, MUST BE
STARTED WITHIN ONE YEAR AFTER THE EVENT, WHICH CAUSED IT. Lessor will not be liable for specific performance of this Lease or for any
losses, damages, delay or failure to deliver Equipment.
28. SMALL ISSUER STATEMENT. Lessee hereby certifies to Lessor and its assigns that: a) the Lessee designates the Lease as a "Qualified Tax -Exempt
Obligation" for the purposes of Section 265(b)(3) of the Code; b) Lessee will own and operate the Equipment in the performance of its public purposes; and the
Equipment will not be subject to the use or control of any other entity; c) Lessee will not designate more than $10,000,000 of tax-exempt obligations during the
current calendar year as "Qualified Tax -Exempt Obligation", Lessee reasonably expects to issue no more than $10,000,000 of tax-exempt obligations during the
current calendar year; and d) For purposes of Paragraph 3 herein above, the amount of tax-exempt obligations stated as either issued or designated as "Qualified
Tax -Exempt Obligations" includes tax-exempt obligations issued by all subordinate entities of Lessee, as provided in Section 265 (b) (3) (E) of the Code.
29. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to Lessor, now or at any later time, Lessee authorizes
Lessor and its affiliates and designees to contact Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee individual
accounts or business accounts for which Lessee is a contact, at such numbers using any means, including but not limited to placing calls using an automated
dialing system to cell, Val' 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.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS LEASE SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS
IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY
NOT BE LEGALLY ENFORCED. THE TERMS OF THIS LEASE MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT
BETWEEN LESSEE AND LESSOR. LESSEE AGREES TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS LEASE. LESSEE
AGREES THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES.
LESSEE CERTIFIES THAT ALL THE INFORMATION GIVEN IN THIS LEASE AND LESSEE'S APPLICATION WAS CORRECT AND
COMPLETE WHEN THIS LEASE WAS SIGNED. THIS LEASE IS NOT BINDING UPON LESSOR OR EFFECTIVE UNLESS AND UNTIL
LESSOR EXECUTES THIS LEASE. THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF THE LESSEE.
T ti :
NnVe 446(VCX1);,701g
Date
216 E Park Street
McCall, ID 83638
PNC Equipment Finance, LLC
("Lessor")
X
Authorized Signalise
Print Name
Title!
995 Dalton Ave.
Cincinnati OH 45203
OPINION OF COUNSEL
I have acted as counsel to the above -referenced Lessee ("Lessee") with respect to this Lease -Purchase Agreement by and between the Lessee and Lessor (the
"Lease"), and in this capacity have reviewed the original or duplicate originals of the Lease and such other documents as I have deemed relevant. Based upon
the foregoing, I am of the opinion that: (A) Lessee is a state or a fully constituted political subdivision or agency of a state within the meaning of Section 103 of
the Internal Revenue Code of 1986, as amended; (B) the execution, delivery and performance of the Lease by Lessee has been duly authorized by all necessary
action on the part of Lessee; (C) the Lease constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as limited
by laws of general application affecting the enforcement of creditors' rights, and does not constitute a debt of Lessee which is prohibited by state law; (D) the
authorization, approval and execution of the Lease and all other proceedings of Lessee related to the transactions contemplated thereby have been performed in
accordance with all open -meeting laws, public bidding laws, and all other applicable state laws. The undersigned certifies that (s)he is an attorney duly authorized
to practice law in the State of Idaho.
The foregoing opinions are limited to the laws of such State and federal laws of the United States.
Attorney of Lessee
By. See attached Letter - next page
Print Name:
Law firm:
WHITE PETERSON
Wm. F. GIGRAY, III
MATTHEW A. JOHNSON
JAY J. KIIHA **
LOURDES A. MATSUMOTO
WILLIAM F. NICHOLS *
ATTORNEYS AT LAW
WHITE, PETERSON, GIGRAY & NICHOLS, P.A.
CANYON PARK AT THE IDAHO CENTER
5700 E. FRANKLIN RD., SUITE 200
NAMPA, IDAHO 83687-7901
TEL (208)466-9272
FAX (208) 466-4405
EMAIL: wfn@whitepeterson.com
December 4, 2018
PNC Equipment Finance
c/o City of McCall, Idaho
Attn: BessieJo Wagner, City Clerk
Re: City of McCall, Lease No. 98982756-1
Greetings:
PHILIP A. PETERSON
WILLIAM L. PUNKONEY
TERRENCE R. WHITE **
OF COUNSEL
WILLIAM F. "BUD" YOST
OF COUNSEL
* Also admitted in OR
** Also admitted in WA
As modified by the Non -Appropriation Addendum, here is the required opinion letter
from Lessee's counsel.
1) The City of McCall is duly organized and legally existing as a political subdivision
under the Constitution and laws of the state of Idaho. 2) The Lease referenced above has been
duly authorized, executed and delivered by the City and, subject to any applicable bankruptcy,
insolvency, moratorium, or other limitations found in Idaho law, is enforceable against the City
in accordance with its terms. 3) To the best of my knowledge, there is no litigation pending or
threatened which seeks to restrain, enjoin, or in any other way challenges the authority of City to
enter into the Lease or make an appropriation for payment of an annual lease payment. 4) The
Lease has been authorized, approved, and executed in accordance with all applicable open
meeting, public records, and public bidding laws.
Very truly yours,
WHITE PETERSON
William F. Nichols
E23
CERTIFICATE OF ACCEPTANCE
Lease Number: 98982756-1
Quantity
Description
Serial Number
3
GTX Workman EFI Bench
2
Workman HDX - 4WD
1
Sand Pro 3040
1
GreensPro 1260
1
MDX Workman
Together with all attachments, tooling, accessories, appurtenances and additions thereto
Lessee, through its authorized representative, hereby certifies to Lessor that:
1. The Equipment has been delivered to the location where it will be used, which is the Equipment Location given in
the Lease -Purchase Agreement ("Lease");
2. All of the Equipment has been inspected and is (a) complete, (b) properly installed, (c) functioning, and (d) in good
working order;
3. Lessee accepts the Equipment for all purposes under the Lease as of , 20_ (the "Acceptance
Date"), which is the date on which the Equipment was delivered and installed;
4. The Equipment is of a size, design, capacity and manufacture acceptable to Lessee and suitable for Lessee's
purposes; and
5. Lessee is not in default under the Lease, no Non -Appropriation of Funds (as described in the Lease) has occurred,
and all of Lessee's statements and promises set forth in the Lease are true and correct.
Lessor is hereby authorized to insert serial numbers on the Lease.
THIS CERTIFICATE OF ACCEPTANCE IS SIGNED THIS cy DAY OF � �� ivt'Fo-e !r , 20S
Citv of McCall ("Lessee")
Date
mOin
arse ,
o e ivthey- aqt
216 E Park Street
MCCall,ID,83638
SCHEDULE OF PAYMENTS
Lease Number 98982756-1
Attached to and made a part of that certain Lease -Purchase Agreement dated as of November 19, 2018
by and between PNC Equipment Finance, LLC, as Lessor, and City of McCall, as Lessee.
Rent payments are payable as follows:
Payment
Number
Payment
Date
Rent
Payment
Interest
Component
Principal
Component
Termination
Amount*
1
$26,782.08
$0.00
$26,782.08
$93,255.89
2
$0.00
$518.08
518.08-
$93,789.51
3
$0.00
$521.05
521.05-
$94,326.19
4
$0.00
$524.03
524.03-
$94,865.95
5
$0.00
$527.03
527.03-
$95,408.79
6
$0.00
$530.04
530.04-
$95,954.73
7
$0.00
$533.07
533.07-
$96,503.79
8
$0.00
$536.12
536.12-
$97,055.99
9
$0.00
$539.19
539.19-
$97,611.36
10
$0.00
$542.28
542.28-
$98,169.91
11
$0.00
$545.38
545.38-
$98,731.65
12
$0.00
$548.50
548.50-
$99,296.60
13
$26,782.08
$551.64
$26,230.44
$72,279.25
14
$0.00
$401.55
401.55-
$72,692.85
15
$0.00
$403.84
403.84-
$73,108.80
16
$0.00
$406.15
406.15-
$73,527.14
17
$0.00
$408.48
408.48-
$73,947.87
18
$0.00
$410.82
410.82-
$74,371.02
19
$0.00
$413.17
413.17-
$74,796.58
20
$0.00
$415.53
415.53-
$75,224.58
21
$0.00
$417.91
417.91-
$75,655.02
22
$0.00
$420.30
420.30-
$76,087.93
23
$0.00
$422.70
422.70-
$76,523.31
24
$0.00
$425.12
425.12-
$76,961.19
25
$26,782.08
$427.56
$26,354.52
$49,816.03
26
$0.00
$276.75
276.75-
$50,101.08
27
$0.00
$278.34
278.34-
$50,387.78
28
$0.00
$279.93
279.93-
$50,676.10
29
$0.00
$281.53
281.53-
$50,966.08
30
$0.00
$283.14
283.14-
$51,257.71
31
$0.00
$284.76
284.76-
$51,551.02
32
$0.00
$286.39
286.39-
$51,846.00
33
$0.00
$288.03
288.03-
$52,142.67
34
$0.00
$289.68
289.68-
$52,441.04
35
$0.00
$291.33
291.33-
$52,741.11
36
$0.00
$293.00
293.00-
$53,042.90
37
$26,782.08
$294.68
$26,487.40
$25,760.88
38
$0.00
$143.11
143.11-
$25,908.28
39
$0.00
$143.93
143.93-
$26,056.53
40
$0.00
$144.76
144.76-
$26,205.63
41
$0.00
$145.58
145.58-
$26,355.58
42
$0.00
$146.42
146.42-
$26,506.39
43
$0.00
$147.26
147.26-
$26,658.07
44
$0.00
$148.10
148.10-
$26,810.61
45
$0.00
$148.95
148.95-
$26,964.03
46
$0.00
$149.80
149.80-
$27,118.32
47
$0.00
$150.66
150.66-
$27,273.50
48
$0.00
$151.52
151.52-
$27,429.57
49
$26,782.08
$152.38
$26,629.70
$0.98
50
$0.00
$0.01
0.01-
$0.99
51
$0.00
$0.01
0.01-
$1.00
52
$0.00
$0.01
0.01-
$1.01
53
$0.00
$0.01
0.01-
$1.02
54
$0.00
$0.01
0.01-
$1.03
55
$0.00
$0.01
0.01-
$1.04
56
$0.00
$0.01
0.01-
$1.05
57
$0.00
$0.01
0.01-
$1.06
58
$0.00
$0.01
0.01-
$1.07
59
$0.00
$0.01
0.01-
$1.08
60
$0.00
$0.01
0.01-
$1.00
'As provided in Section 21 of the Lease -Purchase Agreement.
City ofcCall ("Lessee')
Klea
rice: v•
216 E Park Street
McCaII,ID83638
PNC Equipment Finance, LLC
("Lessor")
By:
Title
995 Dalton Ave.
Cincinnati, OH 45203
City of McCall
RESOLUTION NO. 18-25
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF McCALL, VALLEY COUNTY,
STA fE OF IDAHO, PROVIDING FOR FINDINGS AND PURPOSES; AUTHORIZING THE
MAYOR TO ENTER INTO, ON BEHALF OF SAID MUNICIPALITY, A "EQUIPMENT
LEASE AGREEMENT" AND A "NON -APPROPRIATION ADDENDUM" BETWEEN THE
CITY OF McCALL AND PNC EQUIPMENT FINANCE, AND PROVIDING AN EFFECTIVE
DATE.
Lessee: City of McCall
Amount: $133,910.40
WHEREAS, The McCall City Council, a body politic and corporate duly organized and existing
as a political subdivision, municipal corporation or similar public entity of the State or
Commonwealth (the "State") is authorized by the laws of the State to purchase, acquire and lease
certain equipment and other property for the benefit of the City of McCall and its inhabitants and
to enter into contracts with respect thereto; and
WHEREAS, pursuant to applicable law, the McCall City Council ("Governing Body") 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 of McCall; and
WHEREAS, it is in the best interests of the City of McCall to enter into a lease with PNC
Equipment Finance, LLC, denoted as "EQUIPMENT LEASE AGREEMENT" and
"NONAPPROPRIATION ADDENDUM", for the reasons and authority for which are as set forth
in the two Agreements; and
WHEREAS, the Governing Body hereby fords and determines that the execution of one or more
Lease -Purchase Agreements or lease schedules ("Leases") in the principal amount not exceeding
the amount stated above for the purpose of acquiring the property ("Equipment") to be described
in the Leases is appropriate and necessary to the functions and operations of the Lessee.
WHEREAS, PNC Equipment Finance, LLC ("Lessor") shall act as Lessor under said Leases.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL as
follows:
Section 1. Findings
The City Council of the City of McCall finds:
Page 1 of 3
Resolution 18-25 PNC Equipment Finance, LLC Agreements
November 29, 2018
Section 1. Jackie J. Aymon, Mayor of the City of McCall acting on behalf of the City of McCall,
is hereby authorized to negotiate, enter into, execute, and deliver that certain Agreement
with PNC Equipment Finance, LLC, entitled 'EQUIPMENT LEASE AGREEMENT" and
"NON- APPROPRIATION ADDENDUM", and to bind this City to its terms and
conditions. All other related contracts and agreements necessary and incidental to the
Leases are hereby authorized.
Section 2. By a written instrument signed by The Mayor, the Mayor may designate specifically
identified officers or employees of the City of McCall to execute and deliver agreements
and documents relating to the City of McCall on behalf of the City of McCall.
Section 3. The aggregate original principal amount of the Leases shall not exceed the amount stated
above and shall bear interest as set forth in the Leases and the Leases shall contain such
options to purchase by the City of McCall as set forth therein.
Section 4. The City of McCall's obligations under the Leases shall be subject to annual
appropriation or renewal by the McCall City Council as set forth in each Lease and the City
of McCall's obligations under the Leases shall not constitute general obligations of the City
of McCall or indebtedness under the Constitution or laws of the State.
Section 5. As to each Lease, the City of McCall reasonably anticipates issuing not more than
$10,000,000 of tax-exempt obligations (other than "private activity bonds" which are not
"qualified 501(c)(3) bonds") during the fiscal 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 6. The City of McCall Clerk is directed to file this Resolution forthwith in the official
records of this City of McCall.
Section 7. This resolution shall take effect immediately upon its adoption and approval.
PASSED and approved by the City Council of the City of McCall this 29 day of November 2018.
ATTEST:
I, the undersigned City Clerk identified below, does hereby certify that I am the duly appointed and
acting Clerk of the above City of McCall, a political subdivision duly organized and existing under
the laws of the State of Idaho, that I have the title stated below, and that, as of the date hereof, the
individual named Jackie J. Aymon is the duly elected officer of the City of McCall holding the office
of Mayor.
Page 2 of 3
Resolution 18-25 PNC Equipment Finance, LLC Agreements
November 29, 2018
The undersigned City Clerk of the City of McCall hereby certifies and attests that the undersigned
has access to the official records of the City Council of the City of McCall, that the foregoing
resolution was duly adopted by the City Council of the City of McCall at a meeting of The City
Council and that such resolution has not been amended or altered and are in full force and effect
on the date stated below.
I certify that the above resolution was duly adopted by the City Council of the City of McCall on
November 29, 2018 by the following vote: Ayes: 5
Noes: 0
i�0,01 1"1"4,pAbsent: 0
A
c
.0." .�y -e 1
i
= BessieJo �� �� er, City ��` erk � •.i 84'44
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Page 3 of 3
Resolution 18-25 PNC Equipment Finance, LLC Agreements
November 29, 2018
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a r e a v a i l a b l e o n t h e e q u i p m e n t y o u w i l l b e l e a s i n g f r o m u s , p l e a s e n o t i f y u s a s s o o n a s p o s s i b l e a n d f o r w a r d t h e r e l a t e d
d o c u m e n t a t i o n t o u s . T h i s w i l l e n s u r e t h a t y o u r l e a s e d e q u i p m e n t w i l l b e r e p o r t e d c o r r e c t l y .
P l e a s e i n d i c a t e b e l o w i f y o u r l e a s e i s s u b j e c t t o t a x o r w h e t h e r a v a l i d e x e m p t i o n e x i s t s .
S a l e s T a x
Q' I a g r e e t h a t m y l e a s e i s s u b j e c t t o s a l e s / u s e t a x .
� I a m e x e m p t f r o m s a l e s / u s e t a x a n d I h a v e a t t a c h e d a c o m p l e t e d e x e m p t i o n c e r t i f i c a t e t o P N C .
Q' I a m c l a i m i n g a p a r t i a l e x e m p t i o n f r o m t a x . I h a v e a t t a c h e d a c o m p l e t e d e x e m p t i o n c e r t i f i c a t e o r o t h e r d o c u m e n t e d p r o o f o f
t h i s p a r t i a l e x e m p t i o n .
Q' I a g r e e t h a t m y b u s i n e s s i s s u b j e c t t o s a l e s / u s e t a x a n d I h a v e a t t a c h e d a c o m p l e t e d r e s a l e c e r t i f i c a t e . T h i s c e r t i f i c a t e i n d i c a t e s
t h a t I w i l l b e r e s p o n s i b l e f o r c o l l e c t i o n a n d r e m i t t a n c e o f s a l e s / u s e t a x b a s e d o n t h e s u b s e q u e n t r e - r e n t a l o f t h e p r o p e r t y .
I f a p p l i c a b l e t o t h e t a x r a t e s i n y o u r s t a t e , a r e y o u o u t s i d e t h e c i t y l i m i t s o r i n a n u n i n c o r p o r a t e d a r e a ?
Q' I n s i d e c i t y l i m i t s Q' O u t s i d e c i t y l i m i t s Q' U n i n c o r p o r a t e d a r e a
P r o p e r t y T a x
Q' I h a v e a v a l i d a b a t e m e n t o r p r o p e r t y t a x e x e m p t i o n ( d o c u m e n t a t i o n a t t a c h e d ) .
Q' L o c a t i o n : S t a t e
T a x i n g D i s t r i c t
A d d i t i o n a l c o m m e n t s :
L e a s e N u m b e r 9 8 9 8 2 7 5 6 - 1
L e s s e e : C i t y o f M c C a l l
P L E A S E C O M P L E T E A N D S I G N F O R M
2 / 1 5 S E N o t i f i c a t i o n o f T a x T r e a t m e n t
Non -Appropriation Addendum
Lessee/Renter/Customer: City of McCall
Purchase -Lease Agreement
Dated: November 19, 2018
Lessor: PNC Equipment Finance, LLC
Lease, rental or contract application#: 98982756-1
This Non -Appropriation Addendum (this "Addendum") is made by and between
the above -referenced lessee, renter or other customer ("City") and the above -
referenced lessor ("Lessor").
Introduction: City and Lessor are simultaneously herewith entering into the
above -referenced lease, rental, or other agreement (the "Lease"); and City and Lessor
wish to modify and/or supplement the terms of the Lease, as more particularly set forth
herein below. This Addendum shall be effective as of the same date as the Lease (the
"Effective Date").
1. Incorporation and Effect. This Addendum is hereby made a part of, and
incorporated into, the Lease as though fully set forth therein. As modified or
supplemented by the terms set forth herein, the provisions of the Lease shall remain in
full force and effect, provided that, in the event of a conflict between any provision of
this Addendum and any provision of the Lease, the provision of this Addendum shall
control. In entering into this Addendum, it is the intent of City and Lessor to confomi the
terms and conditions of the Lease to the requirements of all applicable federal, state
and local laws, rules and regulations relating to governmental entities and public
finance. If any term or condition of this Addendum is unenforceable or unlawful, then
PNC Equipment Finance Non -Appropriation Addendum — Page 1
such provision shall be deemed null and void without invalidating the remaining
provisions of the Lease.
2. Definitions. Capitalized terms herein that are not otherwise specifically
defined herein shall have the same meanings as set forth in the Lease. As used in this
Addendum, the following terms shall have the following -described meanings:
"Goods" shall have the same meaning as the term "Equipment," "Leased
Equipment," "Goods" or "Property" (or a similar term) as defined and used
in the Lease.
3. Non -Appropriation of Funds. City hereby represents, warrants and
covenants to Lessor that: (a) City intends, subject only to the provisions of this Section
3, to remit to Lessor all sums due and to become due under the Lease for the full multi-
year term thereof; (b) City's governing body has appropriated sufficient funds to pay all
amounts due to Lessor during City's current fiscal period; (c) City reasonably believes
that legally available funds in an amount sufficient to make all such payments for the
full multi -year term can be obtained; and (d) City intends to do all things lawfully within
its power to obtain and maintain funds from which all such payments to become due
during the full multi -year term of the Lease, including making provision for such
payments to the extent necessary in each budget or appropriation request submitted
and adopted in accordance with applicable law. Notwithstanding the foregoing, the
decision whether or not to budget and appropriate funds is within the discretion of City's
governing body. In the event City's governing body fails to appropriate sufficient funds
to make all payments and pay other amounts due and to become due during City's
PNC Equipment Finance Non -Appropriation Addendum — Page 2
future fiscal periods, City may terminate the Lease as of the last day of the fiscal period
for which appropriations were received (an "Event of Non -appropriation"). City agrees
to deliver notice of an Event of Non -appropriation to Lessor at least 30 days prior to the
end of City's then -current fiscal period, or if an Event of Non -appropriation has not
occurred by that date, promptly upon the occurrence of any such Event of Non -
appropriation and to return the Goods pursuant to the return requirements stated in the
Lease on or before the effective date of termination. City and Lessor understand and
intend that City's obligation to make payments and pay other amounts due under the
Lease shall constitute a current expense and shall not in any way be construed to be a
debt, obligation, or liability in contravention of any applicable constitutional or statutory
limitations or requirements concerning City's creation of indebtedness, nor shall
anything contained herein constitute a pledge of City's general tax revenues, funds or
monies.
4. Additional Representations, Warranties and Covenants of City. In
addition to the other representations, warranties and covenants made by City as set
forth in the Lease, City hereby represents, warrants and covenants to Lessor that: (a)
City has the power and authority under applicable law to enter into the Lease and this
Addendum and the transactions contemplated herein and therein and to perform all of
its obligations hereunder and thereunder, (b) City has duly authorized the execution
and delivery of the Lease and this Addendum by appropriate official action of its
governing body and has obtained such other authorizations, consents and/or approvals
PNC Equipment Finance Non -Appropriation Addendum — Page 3
as are necessary to consummate the Lease and this Addendum, (c) all legal and other
requirements have been met, and procedures have occurred, to render the Lease and
this Addendum enforceable against City in accordance with their terms, and City has
complied with such public bidding requirements as may be applicable to the Lease and
this Addendum and the transactions contemplated herein and therein, (d) upon
Lessor's request, City will provide Lessor with a copy of City's current financial
statements within 150 days after the end of each fiscal period, and (e) during the term
of the Lease, unless and until the Lease is terminated in accordance with Section 3
above, City shall provide to Lessor, no later than 10 days prior to the end of each fiscal
period, with current budgets or other proof of appropriation for the ensuing fiscal period,
and such other financial information relating to City's ability to continue the Lease, as
Lessor may request.
5. Indemnification. To the extent City is or may be obligated to indemnify,
defend or hold Lessor harmless under the terms of the Lease, any such indemnification
obligation shall arise only to the extent permitted by applicable law and shall be limited
solely to sums lawfully appropriated for such purpose in accordance with Section 3
above.
6. Remedies. To the extent Lessor's remedies for a City default under the
Lease include any right to accelerate amounts to become due under the Lease, such
acceleration shall be limited to amounts to become due during City's then current fiscal
period. In the event that City is obligated to return the Goods to Lessor, the same shall
PNC Equipment Finance Non -Appropriation Addendum — Page 4
be done at City expense so long as the destination is not more than 100 miles distant
from the City of McCall; otherwise, Lessor shall pay the expense of transportation to the
destination designated by Lessor. After an Event of Non -appropriation, so long as the
lease payment for the then current fiscal year has been paid, upon delivery of the
Goods in the manner prescribed and so long as the Goods shall be in the same
condition as when received by City (ordinary wear and tear excepted) and is in good
operating order and maintenance as required in the Lease, City's obligation to Lessor
shall be deemed satisfied. To the extent that the Lease contains a limitation of
remedies clause restricting remedies available to the City, such limitation shall be
subject to Article 8, Section 4, of the Idaho Constitution.
7. Tax warranties. Notwithstanding anything in the Lease to the contrary,
City makes no warranties regarding whether any portion of the lease payments are
interest or that the interest is exempt from taxation because of City's governmental
status. City will and does warrant that it is a municipal corporation organized under the
laws of the state of Idaho, and will complete any IRS or other tax agency forms that
Lessor directs so long as the information sought and factual representations to be
made on the forms can be made accurately within the format of the forms. City
reserves the right to include any explanation of data that City deems necessary to avoid
misrepresenting any facts on said forms. A determination by any taxing authority that
the lease payments, or any part of the lease payments, are includable in Lessor's gross
income shall not constitute a default under the Lease and will not result in any increase
PNC Equipment Finance Non -Appropriation Addendum Page 5
in amounts payable under the lease.
8. Accessions and attachments. Notwithstanding anything in the Lease to
the contrary, any accessions or attachments made to the Goods by the City are not part
of the Goods, and are not part of the Lease unless the accessions or attachments are
provided by Lessor or Lessor's affiliate and are part of the description of the Goods
contained in the lease, or, are bona fide replacements of original equipment integral to
the Goods at the time of delivery to the City. At termination of the Lease, before the
Goods are returned to Lessor, City will remove any accessions or attachments it has
affixed to the Goods and will repair any damage to the Goods occasioned by the
removal of the same.
9. Preservation of right of offset. Notwithstanding anything in the Lease
to the contrary, City retains the right to offset against amounts due under the Lease any
defense, claim, setoff, or counterclaim or other right, existing or future, which City may
have against the Lessor, or the entity that supplied the Goods.
10. Insurance. Notwithstanding anything in the Lease to the contrary,
Lessor shall not be City's attorney in fact in any way or for any reason including but not
limited to insurance. City shall not be obligated to assign any insurance policies, titles,
rights or benefits to Lessor. The City shall name the Lessor as a loss payee on the
insurance coverage for the leased personal property. City shall have no obligation to
add the Lessor as an additional named insured because the City's insurer prohibits
such addition.
PNC Equipment Finance Non -Appropriation Addendum — Page 6
11. Opinion letter by Counsel for City. The opinion letter, if any, required
by Lessor from counsel for the City shall only require that counsel opine on: 1) whether
the City is duly organized and legally existing as a political subdivision under the
Constitution and laws of the state of Idaho; 2) whether the Lease has been duly
authorized, executed and delivered by the City and, subject to any applicable
bankruptcy, insolvency, moratorium, or other limitations found in Idaho law, is
enforceable against City in accordance with its terms; 3) whether there is any litigation
pending or, within counsel's best knowledge, threatened which seeks to restrain,
enjoin, or in any other way challenges the authority of City to enter into the Lease or
make an appropriation for payment of an annual lease payment; and 4) whether the
Lease has been authorized, approved, and executed in accordance with all applicable
open meeting, public records, and public bidding laws. No further opinions shall be
required unless Lessor is willing to fully and adequately compensate counsel for the
additional requested opinions and the liability thereby assumed.
12. Governing Law and Forum. Notwithstanding anything in the Lease to
the contrary, the Lease and this Addendum shall be governed by, construed and
enforced in accordance with the laws of the state of Idaho, and any proceedings related
to the lease will be adjudicated in state or federal court in Idaho.
13. Miscellaneous. This Addendum, together with the provisions of the
Lease not expressly inconsistent herewith, constitutes the entire agreement between
the parties with respect to the matters addressed herein, and shall supersede all prior
PNC Equipment Finance Non -Appropriation Addendum — Page 7
oral or written negotiations, understandings and commitments. This Addendum may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall be deemed to constitute one and the same
agreement. A facsimile or other copy of this Addendum with facsimile or copied
signatures shall have the full force and effect of the original for all purposes, including
the rules of evidence applicable to court proceedings.
IN WITNESS WHEREOF, the Lessor and Lessee do execute this Lease
Addendum the day and year written above.
Lessee:
City of McCall
Attest:
BessieJo agner, C. lerk
Lessor:
PNC Equipment Finance, LLC
By
Name/Title
PNC Equipment Finance Non -Appropriation Addendum — Page 8
Fort 8038-G
(Rev. September 2011)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e)
► See separate instructions.
Caution: If the issue price is under $100.000, use Form 8038-GC.
OMB No. 1545-0720
Part I
Reporting Authority
If Amended Return, check here ► ❑
1 Issuer's name
City of McCall
2 Issuer's employer identification number (EIN)
826000223
311 Name of person (other than issuer) with whom the IRS may communicate about this retum (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail Is not delivered to street address)
216 E Park Street
Room/suite
5 Report number (For IRS Use Only)
13 1
6 City, town, or post office, state, and ZIP code
McCall, ID 83638
7 Date of issue
8 Name of issue
Lease #98982756-1
9 CUSIP number
tea Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
instructions)
10b Telephone number of officer or other
employee shown on 10a
Part II
Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education .
12 Health and hospital
13 Transportation
14 Public safety
15 Environment (including sewage bonds)
16 Housing
17 Utilities
18 Other. Describe ► Turf Equipment
11
12
13
14
15
16
17
18
$117,321
78
19 If obligations are TANs or RANs, check only box 19a
If obligations are BANS, check only box 19b
20 If obligations are in the form of a lease or installment sale, check box
► ■
► ■
► ■
Part III 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
$ 117,321.78
$ N/A
5 years
96
Part IV
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b))
24 Proceeds used for bond issuance costs (including underwriters' discount) .
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund
27 Proceeds used to currently refund prior issues
28 Proceeds used to advance refund prior issues
29 Total (add lines 24 through 28)
30
24
25
26
27
28
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) .
Part V
31
32
33
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/ri'm
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
Description of Refunded Bonds. Complete this part only for refunding bonds.
Enter the remaining weighted average maturity of the bonds to be currently refunded . ►
Enter the remaining weighted average maturity of the bonds to be advance refunded . ►
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) ►
years
years
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-2011)
Page 2
Part VI
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions)
b Enter the final maturity date of the GIC ►
c Enter the name of the 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
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► Eland enter the following information:
b Enter the date of the master pool obligation ►
c Enter the EIN of the issuer of the master pool obligation ►
d Enter the name of the issuer of the master pool obligation ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
41a If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider ►
c Type of hedge ►
d Term of hedge ►
42 If the issuer has superintegrated the hedge, check box ► ❑
43 If the issuer has established written procedures to ensure that all 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 ►
35
36a
37
Signature
and
Consent
Paid
Preparer
Use Only
Under penalties of perjury, I declare that I have examined this retum 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.
' Signature of issuer's authorized representative
Date
Type or print name and title
Print!Type preparer's name
Preparer's signature
Date
Check ❑ if
self-employed
PTIN
Firm's name O.
Firm's address ►
Firm's EIN ►
Phone no.
Form 8038-G (Rev. 9-2011)
(3) PSI C
EQUIPMENT FINANCE
December 26, 2018
City of McCall
21615 Park Street
McCall, ID 83638
Re: Lease Purchase Agreement #98982756-1 ("Lease Agreement"), by and between PNC Equipment
Finamee, LLC ("Lessor") and City of McCall ("Lessee").
Dear Lessee:
PNC Equipment Finance, LLC is in receipt of the final invoice for the equipment that was ordered in
connection with the above -referenced Lease Agreement. Please be advised that the following
information that may have been incomplete or incorrect on the Lease Agreement has been updated-
CThe Payntem Aftount appearing on your Lease Agreement as $26,78Z U& will now be changed to
$25,030.00.
All other terms and conditions of the Lease Agreement shall remain unchanged and in full force and effect
PNC Equipment Finance, LLC j
gy:kr'
Print Nance:
Title: Taryn d sC midi
Officer
E20
Turf Equipment & Irrigation, Inc.Prepared for:
Boise Idaho Eric McCormic
Prepared by:
Scott Marquart
scott.marquart@turfequip.com
208-870-7686
Qty Model Number Unit Price Extension
3 07060 $8,526.84 $25,580.52
3 115-4754
3 136-6323
2 07386 $27,241.86 $54,483.72
2 07316
2 117-4831
2 07408
2 115-4754
1 08703 $18,717.35 $18,717.35
1 08714
1 08731
1 08733
1 08753
1 110-1314
1 115-4754
1 44913 $11,814.57 $11,814.57
1 115-4754
1 07235 $9,350.36 $9,350.36
1 115-4754
$119,946.52
$119,946.52
McCall Golf Course $
Proposal Date: 11/13/2018
Expiration Date: 10/31/2018
Quote ID: 2330768
Description
GTX Workman EFI Bench
MYTURF WIRELESS HOUR METER ASSEMBLY
WIRELESS HOURMETER KIT
Workman - (HDX) - 4WD (Kubota Gas)
High Flow Hydraulic Kit
HITCH KIT, RECEIVER TUBE
Hand Throttle Kit (2017+)
MYTURF WIRELESS HOUR METER ASSEMBLY
Sand Pro 3040
Manual Blade (40")
Mid-Mount ASM
Spring Tine Toolbar
Segmented Grooming Broom
LIGHT KIT-SANDPRO
MYTURF WIRELESS HOUR METER ASSEMBLY
GreensPro 1260 (Armrest and LED light kits
standard)
MYTURF WIRELESS HOUR METER ASSEMBLY
MDX (Workman)
MYTURF WIRELESS HOUR METER ASSEMBLY
TOTALS
Equipment Total
Total
This is the Dollar buy out at $109,646.52 I applied $10,300 of trade coming off the total.
Turf Equipment & Irrigation, Inc.Prepared for:
Boise Idaho Eric McCormic
Prepared by:
Scott Marquart
scott.marquart@turfequip.com
208-870-7686
Quote ID: 2330768
McCall Golf Course $
Proposal Date: 11/13/2018
Expiration Date: 10/31/2018
FINANCING
Purchase equipment for $1
End of Lease Options
Fair Market Value
Purchase equipment for FMV, Re-Lease, Return Equipment, Standard return conditions apply, Hourly excess
usage charges.
$1 Out - Conditional Sales Contract
Documentation fee of $250, Rates set in relation to market conditions, First monthly payment in
advance, All rates and terms subject to credit approval. Rates and payments subject to change.