HomeMy WebLinkAboutTax-Exempt Leasing Corp. - Master Lease Purchase AgreementMASTER LEASE PURCHASE AGREEMENT
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Lessee
City of Yakima
401 North Front Street
Yakima, Washington 989O8
Lesson
Tax -Exempt Leasing Corp.
203 E'Park Avenue
Libertyville, Illinois 60048
Dated msmfMarch 1,2019
This Master Lease Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires from time to
time to lease the Equipment described in Equipment Schedules (each a "Schedule') to be attached hereto to Lessee and Lessee desires to lease such
Equipment from Lessor subject to the terms and conditions of this Agreement, which are set forth below, and the applicable Schedule.
|. Definitions:
Section 1 01,, Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreement" means this Master Lease Purchase Agreement.
"Budget Year" means the Lessee's fiscal year.
"Commencement Date" is the date when Lessee's obligation to pay rent begins.
"Equipment" means the items of Equipment listed on Exhibit "A" to each Schedule and all replacements, restorations, modifications and improvements.
"Lease" means this Agreement and an individual Schedule hereto, which shall collectively constitute the terms and conditions applicable to the lease ofthe
Equipment subject thereto.
"Lessee" means the entity listed above as Lessee and which is leasing the Equipment from Lessor under the provisions of this Agreement and a Schedule.
"Lessor" means the entity originally listed above as Lessor or any of its assignees.
"Lease Term" means the Original Term and all Renewal Terms applicable to a Lease.
"Original Term" means the period from the Commencement Date until the end of the Budget Year of Lessee.
"Renewal Term" means the annual term which begins at the end of the Original Term and which is simultaneous with Lessee's Budget Year.
"Rental Payments" means the payments Lessee is required to make under this Agreement as set forth on Exhibit "B" to each Schedule made subject thereto.
"Schedule" means a schedule substantially in the form attached hereto and all exhibits thereto pursuant to which Lessor and Lessee agree to the lease ofthe
Equipment described therein and which together with the terms of the Agreement applicable thereto constitutes an individual Lease.
"State" means the state in which Lessee is located.
It. Lessee Warranties
Section 2-01 With respect to each Lease, Lessee represents, warrants and ' covenants as follows for the benefit of Lessor or its,as'signees-
(a) Lessee is the State or a political subdivision of the State within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the
"Code") or a constituted authority authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning ofthe
treasury regulations promulgated under the Code.
(b) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and each Schedule, and has used such authority to
properly execute and deliver this Agreement and each Schedule. Lessee has followed all proper procedures of its governing body in executing this
Agreement and each Schedule. The Officer of Lessee executing this Agreement and each Schedule has the authority to execute and deliver this
Agreement and such Schedule. This Agreement and each Schedule constitute a legal, valid, binding and enforceable obligation of the Lessee in
accordance with their terms.
(c) Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement and each Schedule.
(d) Lessee shall use the Equipment only for essential, traditional government purposes.
(e) Should the Lessee cease to be an issuer of tax exempt obligations or if the obligation of Lessee created under any Lease ceases to be a tax exempt
obligation for any reason, then Lessee shall be required to pay additional sums to the Lessor or its assignees so as to bring the after tax yield on any
Lease to the same level as the Lessor or its assignees would attain if the transaction continued to be tax-exempt.
Lessee has never non -appropriated funds under an agreement similar to this Agreement.
Lessee will submit to the Secretary of the Treasury an information reporting statement as required by the Code with respect to each Lease.
Upon request by Lessor, Lessee will provide Lessor with current financial
other relevant fiscal information.
Lessee shall mtainmoEquifree �m
an000�oe�n��''Comprehensive Environmental 'Response, Compensation and
L_bilitv �, A— �0) Lessee presently intends to continue each Lease for the Original Term and all Renewal Terms as set forth on Exhibit "B" to the Schedule relating thereto.
m. Acquisition ofEquipment, Rental Payments and the Purchase Option Price
as to the lease of such Equipment and such terms, Lessee shall be solely responsible for the ordering of the Equipment and the delivery and installation
thereof. Lessor shall furnish to Lessee a Schedule relating to such Equipment, which shall become effective upon the execution and delivery of such Schedule,
all documents contemplated hereby and thereby with respect to such Schedule, and the earlier of Lessee's written acceptance of such Equipment or the
deposit into escrow of moneys to pay for such Equipment as provided in Section 2.02. Nothing herein shall obligate Lessor to lease any Equipment to Lessee
until Lessor shall have concurred in writing to the lease of such Equipment.
Section 3.01 . Acouiesition, Lessee shall advise Lessor of its desire to lease Equipment and of the desired lease terms. Upon agreement by Lessor and Lessee
Section 3,02, Rental Paments. Lessee shall promptly pay Rental Payments under each Schedule, from any and all legally available funds, exclusively to
Lessor or its assignees, in lawful money of the United States of America. The Rental Payments shall be sent to the location specified by the Lessor or its
assignees. The Rental Payments shall constitute a current expense of the Lessee and shall not constitute an indebtedness of the Lessee. Lessor shall have
the option to charge interest at the highest lawful rate on any Rental Payment received later than the due date. The Rental Payments will be payable without
notice or demand.
Section 3.03. Rental Payments Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN
ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE.
Section 3,04. Purchase ODtion Price. With respect to each Schedule, upon 30 days written notice, Lessee shall have the option to pay, in addition to any
Rental Payment due thereunder, the corresponding Purchase Option Price which is listed on the same line on Exhibit B to such Schedule. If Lessee chooses
this option and pays the Purchase Option Price to Lessor then Lessor will transfer any and all of its rights, title and interest in the Equipment subject to such
Lease to Lessee.
Section 3.05. Lease Term. The Lease Term of each Lease shall be the Original Term and all Renewal Terms thereunder until all the Rental Payments due
thereunder are paid as set forth in the applicable Schedule except as provided under Section 4.01 and Section 8.01 below. If, after the end ofthe budgeting
process which occurs ut the end of the Original Term or any Renewal Term, Lessee has not terminated a Lease pursuant to Section 4.01 hereof then the
Lease Term for such Lease shall be extended into the next Renewal Term and the Lessee shall be obligated to make the Rental Payments that come due
during such Renewal Term.
Semiono.os. Disclaimer orvv u LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE,
oEG|om. CowomOw. MsnuH*mT*o|uTv. AND r|TwEGG FOR p*nT|CuL*n PURPOSE on ANY OTHER WARRANTY WITH RESPECT TO THE
EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE
INSTALLATION, OPERATION, POSSESSION, STORAGE OR USE OF THE EQUIPMENT BY LESSEE.
IV. Non -Appropriation
Section 4,01,__Non-_A ropriaPon. If insufficient funds are available in Lessee's budget for the next Budget Year to make the Rental Payments for the next
Renewal Term under any Lease, then Lessee shall have the option to non -appropriate the funds to pay the Rental Payments for the next Renewal Term with
respect to such Lease. Lack of a sufficient appropriation shall be evidenced by the passage of an ordinance or resolution by the governing body of Lessee
specifically prohibiting Lessee from performing its obligations under such Lease for a designated Budget Year and all subsequent Budget Years. If Lessee
chooses this option, then all obligations of the Lessee under such Lease regarding Rental Payments for all remaining Renewal Terms shall be terminated at
the end of the then current Original Term or Renewal Term without penalty or liability to the Lessee of any kind provided that if Lessee has not delivered
possession of the Equipment subject to such Lease to Lessor as provided herein and conveyed to Lessor or released its interest in such Equipment by the
end of the last Budget Year for which Rental Payments were paid, the termination shall nevertheless be effective but Lessee shall be responsible for the
payment of damages in an amount equal to the amount of the Rental Payments thereafter coming due under Exhibit "B" to the Schedule for such Lease which
are attributable to the number of days after such Budget Year during which Lessee fails to take such actions and for any other loss suffered by Lessor as a
result of Lessee's failure to take such actions as required. Lessee shall immediately notify the Lessor as soon as the decision to non -appropriate is made. If
such non -appropriation occurs, then Lessee shall deliver the Equipment to Lessor or to a location designated by Lessor at Lessee's expense. Lessee shall be
liable for all damage to the Equipment other than normal wear and tear. If Lessee fails to deliver such Equipment to Lessor, then Lessor may enter the premises
where such Equipment is located and take possession of the Equipment and charge Lessee for costs incurred.
V. Insurance, Damage, Insufficiency of Proceeds, Lessee Negligence
Section 5.01 . Insurance. Lessee shall maintain both casualty insurance and liability insurance at its own expense with respect to the Equipment. Lessee shall
be solely responsible for selecting the insurer(s) and for making all premium payments and ensuring that all policies are continuously kept in effect during the
term of any Lease. Lessee shall provide Lessor with a Certificate of Insurance, which lists the Lessor and/or assigns as a loss payee and an additional insured
on the policies with respect to the Equipment.
(a) Lessee shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement
then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Option Price
of the Equipment. Alternatively, Lessee may insure the Equipment under a blanket insurance policy or policies.
(b) The liability insurance shall insure Lessor from liability and property damage in any form and amount satisfactory to Lessor.
(c) Provided that, with Lessor's prior written consent, Lessee may self -insure against the risks described in (a) and (b) above. Lessee shall furnish
Lessor evidence of such self-insurance coverage throughout each Lease Term. Lessee shall not materially modify or cancel such self-insurance
coverage without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification.
(d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Lessor and its assignees are named additional
insured and loss payees and that all losses are payable to Lessee and Lessor or its assignees as their interests may appear. Each policy issued or
affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty
30 days advance notice to Lessor or its assignees. Lessee shall furnish to Lessor certificates evidencing such coverage throughout each Lease
Term.
Section 5,02. Damaqe to or Destruction of Equipment. Lessee assumes the risk of loss or damage to the Equipment. If the Equipment or any portion thereof
procedures to attain all insurance proceeds. At the option of Lessor, Lessee shall either (1) apply the Net Proceeds to replace, repair or restore the Equipment
or (2) apply the Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03, the term Net Proceeds shall mean the
amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof.
Section 5.03- Insufficiency of Net Proceeds. If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of
any replacement, repair, restoration, modification or improvement of the Equipment, then Lessee shall, at the option of Lessor, either complete such
replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or apply the Net Proceeds
to the Purchase Option Price and pay the deficiency, if any, to the Lessor.
Section 5.04. Lessee Neali�qence. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Equipment and for
injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Lessee or of third parties,
and whether such property damage be to Lessee's property or the property of others including, without limitation, liabilities for loss or damage related to the
release or threatened release of hazardous substances under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act or similar or successor law or any state or local equivalent now existing or hereinafter enacted which in any manner arise out
of or are incident to any possession, use, operation, condition or storage of any Equipment by Lessee which is proximately caused by the negligent conduct
of Lessee, its officers, employees and agents. Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses,
damages, penalties, claims, actions, costs and expenses including reasonable attorneys' fees of whatsoever kind and nature, imposed on, incurred by or
asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding, based in whole or in part upon the negligent conduct of Lessee, its
officers, employees and agents, to the maximum extent permitted by law.
is lost, stolen, damaged, or destroyed by fire or other casualty, Lessee will immediately report all such losses to all possible insurers and take the proper
VI. Title and Security Interest
Section 6.01. Title. Title to the Equipment shall vest in Lessee when Lessee acquires and accepts the Equipment. Title to the Equipment subject to a Lease
will automatically transfer to the Lessor in the event Lessee non -appropriates under Section 4.01 with respect to such Lease or in the event Lessee defaults
under Section 9.01 with respect to such Lease. In either of such events, Lessee shall execute and deliver to Lessor such documents as Lessor may request
to evidence the passage of legal title to the Equipment subject to such Lease to Lessor.
Section 6,02. Security Interest: To secure the payment of all Lessee's obligations under each Lease, Lessee hereby grants to Lessor a security interest under
the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit "A" to each Schedule. The security interest established
by this section includes not only all additions, attachments, repairs and replacements to the Equipment but also all proceeds therefrom. Lessee agrees that
Lessor or its assignee may execute such additional documents including financing statements, affidavits, notices, and similar instruments, for and on behalf
of Lessee which Lessor deems necessary or appropriate to protect Lessor's interest in the Equipment and in this Agreement and each Lease. Lessee
authorizes Lessor to record such documentation as necessary for Lessor to perfect its security interest.
VII. Assignment
Section 7.01, Assignment by Lessor. All of Lessor's rights, title and/or interest in and to each Lease may be assigned and reassigned in whole or in part to
one or more assignees or sub -assignees (including a registered owner for lease participation certificates) by Lessor at any time without the consent of Lessee.
No such assignment shall be effective as against Lessee until the assignor shall have filed with Lessee written notice of assignment identifying the assignee.
Lessee shall pay all Rental Payments due under each Lease to or at the direction of Lessor or the assignee named in the notice of assignment. Lessee shall
keep a complete and accurate record of all such assignments.
Section 7.02. Assignment by Lessee: None of Lessee's right, title and interest under this Agreement, each Lease and in the Equipment may be assigned by
Lessee unless Lessor approves of such assignment in writing before such assignment occurs and only after Lessee first obtains an opinion from nationally
recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation.
VIII. Maintenance of Equipment
Section8.01. Lessee shall keep the Equipment in good repair and working order. Lessor shall have no obligation to inspect, test, service, maintain, repair or
make improvements or additions to the Equipment under any circumstances. Lessee will be liable for all damage to the Equipment, other than normal wear
and tear, caused by Lessee, its employees or its agents. Lessee shall pay for and obtain all permits, licenses and taxes necessary for the installation, operation,
possession, storage or use of the Equipment. If the Equipment includes any titled vehicles, then Lessee is responsible for obtaining such titles from the State
and also for ensuring that Lessor is listed as first lien holder on all of the titles. Lessee shall not use the Equipment to haul, convey or transport hazardous
waste as defined in the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. Lessee shall not during the term of this Agreement create, incur or
assume any levies, liens or encumbrances of any kind with respect to the Equipment except those created by this Agreement. The Equipment is and shall at
all times be and remain personal property. Lessee shall allow Lessor to examine and inspect the Equipment at all reasonable times.
IX. Default
Section 9,01, Events of Default defined. The following events shall constitute an "Event of Default" with respect to a Lease:
(a) Failure by Lessee to pay any Rental Payment listed on Exhibit "B" to the Schedule for fifteen 15 days after such payment is due according to the
Payment Date listed on Exhibit "B".
(b) Failure to pay any other payment required to be paid under this Agreement and the Schedule at the time specified herein and therein and a
continuation of said failure for a period of fifteen 15 days after written notice by Lessor that such payment must be made. If Lessee continues to fail
to pay any payment after such period, then Lessor may, but will not be obligated to, make such payments and charge Lessee for all costs incurred
plus interest at the highest lawful rate.
(c) Failure by Lessee to observe and perform any warranty, covenant, condition, promise or duty under this Agreement or the Schedule for a period of
thirty 30 days after written notice specifying such failure is given to Lessee by Lessor, unless Lessor agrees in writing to an extension of time. Lessor
will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Lessee, Subsection (c) does not apply to Rental
Payments and other payments discussed above.
(d) Any statement, material omission, representation or warranty made by Lessee in or pursuant to this Agreement or the Schedule which proves to be
false, incorrect or misleading on the date when made regardless of Lessee's intent and which materially adversely affects the rights or security of
Lessor under this Agreement or the applicable Schedule.
(e) Any provision of this Agreement or the Schedule which ceases to be valid for whatever reason and the loss of such provision, would materially
adversely affect the rights or security of Lessor.
(f) Lessee admits in writing its inability to pay its obligations. Lessee defaults on one or more of its other obligations. Lessee applies or consents to the
appointment of a receiver or a custodian to manage its affairs. Lessee makes a general assignment for the benefit of creditors.
Section g.02. Remedies on Default: Whenever any Event of Default exists with respect to any Lease, Lessor shall have the right to take one or any combination
of the following remedial steps:
(a) With or without terminating the Lease, Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the end of the
then current Budget Year to be immediately due and payable.
(b) With or without terminating the Lease, Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment subject thereto to
Lessor to a location specified by Lessor. Such delivery shall take place within 15 days after the event of default occurs. If Lessee fails to deliver such
Equipment, Lessor may enter the premises where such Equipment is located and take possession of such Equipment and charge Lessee for cost
incurred. Notwithstanding that Lessor has taken possession of such Equipment, Lessee shall still be obligated to pay the remaining Rental Payments
under the Lease due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to such Equipment
caused by Lessee or its employees or agents.
(c) Lessor may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights.
Section 9.03, No Remedy Exclusive: No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be
cumulative and shall be in addition to every other remedy given under the Lease now or hereafter existing at law or in equity. No delay or omission to exercise
any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof,
X. Miscellaneous
Section 10,01. Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the
parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing.
Section 10.02, Binding Effect. This Agreement and each Schedule shall inure to the benefit of and shall be binding upon Lessee and Lessor and their
respective successors and assigns.
Section 10.03. Severabllity. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
3
Section 10.04. Amendments, Addenda, Changes or Modifications. This Agreement and each Lease may be amended, added to, changed or modified by
written agreement duly executed by Lessor and Lessee.
Section 10.05. Execution in Counterparts. This Agreement and each Lease may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
Section 10.06. Captions. The captions or headings in this Agreement do not define, limit or describe the scope or intent of any provisions or sections of this
Agreement.
Section 10.07. Entire Writing. This Agreement and all Schedules executed hereunder constitute the entire writing between Lessor and Lessee. No waiver,
consent, modification or change of terms of this Agreement or any Lease shall bind either party unless in writing and signed by both parties, and then such
waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings,
agreements, representations, conditions, or warranties, express or implied, which are not specified herein regarding this Agreement or any Lease or the
Equipment leased thereunder. Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with this Agreement
which are in addition to or inconsistent with the terms and conditions of this Agreement or any Lease will not be binding on Lessor and will not apply to this
Agreement or any Lease.
Section 10.08 Jurisdiction and Venue. Lessee irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in New York, over any
suit, action or proceeding arising out of or relating to this Agreement. Lessee irrevocably waives, to the fullest extent it may effectively do so under applicable
law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that
the same has been brought in an inconvenient forum. Lessee hereby consents to any and all process which may be served in any such suit, action or
proceeding, (i) by mailing a copy thereof by registered and certified mail, postage prepaid, return receipt requested, to the Lessee's address shown in this
Agreement or as notified to the Lessor and (ii) by serving the same upon the Lessee in any other manner otherwise permitted by law, and agrees that such
service shall in every respect be deemed effective service upon Lessee.
Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives listed below.
Lessee: City of Yakima
CIA imoore, Ci
Printed Name and Title
CITY CONTRACT NO a�C tC� -05(6
RESOLUTION NO' IN
1 L<
Lessor: Tax -Exempt Leasing Corp.
nrvAyv Mark M. Zaslaysky, President
Printed Name and Title
4
Schedule No. 01
EXHIBIT A
DESCRIPTION OF EQUIPMENT
RE: Master Lease Purchase Agreement dated as of March 1, 2019, between Tax -Exempt Leasing Corp. (Lessor)
and City of Yakima (Lessee)
Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable:
Quantity
4
4
Serial Number/VIN
Type, Make, Model
Ready Rack PPE Extractor Washer
Ready Rack PPE 2 Gear Dryer
EQUIPMENT LOCATION Complete only if equipment will not be located at Lessee's address
Address
County
City
State
Lessee authorizes Lessor or its assigns to insert or modify, if needed, the Vehicle Identification Number ("VIN") or Serial Number in the
above description of the Equipment to correspond to the final delivered and accepted Equipment as shown on the respective invoice or
other supporting documents.
Lessee: City of Yakima
Signature
•
C e_
Printed Name and Title, - niyoraTr-
Date
CITY CONTRACT NO: 1 1-°Si)
RESOLUTION NO' I\/.A.
mk°
A-1
Schedule No. 01
EXHIBIT B
SCHEDULE OF PAYMENTS
Rate: 5.389%
Payment Payment Payment Interest Principal Purchase
Number Date Option Price*
1 9/1/2019 $ 3,777.18 $ 881.86 $ 2,895.32 $ 31,623.00
2 3/1/2020 $ 3,777.18 $ 803.85 $ 2,973.33 $ 28,471.27
3 9/1/2020 $ 3,777.18 $ 723.73 $ 3,053.45 $ 25,234.61
4 3/1/2021 $ 3,777.18 $ 641.46 $ 3,135.72 $ 21,910.75
5 9/1/2021 $ 3,777.18 $ 556.97 $ 3,220.21 $ 18,497.33
6 3/1/2022 $ 3,777.18 $ 470.20 $ 3,306.98 $ 14,921.21
7 9/1/2022 $ 3,777.18 $ 381.09 $ 3,396.09 $ 11,284.60
8 3/1/2023 $ 3,777.18 $ 289.58 $ 3,487.60 $ 7,550.03
9 9/1/2023 $ 3,777.18 $ 195.61 $ 3,581.57 $ 3,751.63
10 3/1/2024 $ 3,777.18 $ 99.11 $ 3,678.07 $
Totals $ 37,771.80 $ 5,043.46 $ 32,728.34
*Assumes that all rental payments and additional rentals due on and prior to that date have been paid.
Lessee: City of Yakima
Signature
Printed Name and Title
Date
ap
CITY CONTRACT NO: OCACt-05$
RESOLUTION NO:.
B-1
Schedule No. 01
EXHIBIT C
CERTIFICATE OF ACCEPTANCE
Re: Master Lease Purchase Agreement dated as of March 1, 2019, between Tax -Exempt Leasing Corp. (Lessor)
and City of Yakima (Lessee) and Schedule No. 01 thereto.
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority
by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above referenced Master Lease
Purchase Agreement and Schedule No. 01 (the "Lease"). I hereby certify that:
2.
3.
4.
5.
6.
The Equipment described on Exhibit A has been delivered and installed in accordance with Lessee's specifications
and Lessee hereby requests and authorizes Lessor to disburse to the vendor the net proceeds of the Lease by wire
transfer or by check.
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.
Rental Payments with respect to such Equipment are due and owing as set forth in Exhibit B to the Lease.
Lessee has obtained insurance coverage as required under the Lease.
Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with respect to
the Equipment and the Rental Payments.
No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.
Serial NIN # (if applicable)
Lessee: City of Yakima
C-1
Schedule No. 01
EXHIBIT D
OPINION OF COUNSEL
(Must be Re -typed onto attorney letterhead)
March 1, 2019
Tax -Exempt Leasing Corp.
203 E. Park Avenue
Libertyville, Illinois 60048
Re: Master Lease Purchase Agreement dated as of March 1, 2019, between Tax -Exempt Leasing Corp.
(Lessor) and City of Yakima (Lessee) and Schedule No. 01 thereto dated as of March 1, 2019.
D-1
Schedule No. 01
EXHIBIT E
LESSEE RESOLUTION
RE: Master Lease Purchase Agreement dated as of March 1, 2019, between Tax -Exempt Leasing Corp.
(Lessor) and City of Yakima (Lessee) and Schedule No. 01.
At a duly called meeting of the Governing Body of the Lessee (as defined in the Agreement) held on
the following resolution was introduced and adopted:
BE IT RESOLVED by the Governing Body of Lessee as follows:
1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists
for the acquisition of the Equipment described on Exhibit A of Schedule No. 01 to the Master Lease Purchase
Agreement dated as of March 1, 2019, between City of Yakima (Lessee) and Tax -Exempt Leasing Corp.
(Lessor).
2. Approval and Authorization. The Governing Body of Lessee has determined that the Agreement and
Schedule, substantially in the form presented to this meeting, are in the best interests of the Lessee for the
acquisition of such Equipment, and the Governing Body hereby approves the entering into of the Agreement
and Schedule by the Lessee and hereby designates and authorizes the following person(s) to execute and
deliver the Agreement and Schedule on Lessee's behalf with such changes thereto as such person(s) deem(s)
appropriate, and any related documents, including any Escrow Agreement, necessary to the consummation of
the transaction contemplated by the Agreement and Schedule.
Authorized Individual(s):
(Printed or Typed Name and Title of individual(s) authorized to execute the Agreement)
In addition to the Authorized Individual(s) above, the Governing Body of Lessee further authorizes the following
individual to sign any Payment Request and Partial Acceptance Certificate form and/or Final Acceptance
Certificate:
Authorized Individual(s):
(Printed or Typed Name and Title of individual(s) authorized to execute any Payment Request
and Partial Acceptance Certificate and/or Final Acceptance Certificate)
3. Adoption of Resolution. The signatures below from the designated individuals from the Governing Body of
the Lessee evidence the adoption by the Governing Body of this Resolution.
By:
(Signature c
"Authorized
)r other member of the Governing Body, who is not listed as
Name: Title:
(Pr.
directly above) (Title of individual who signed directly above)
Attested By:
(Signature of one additional person who can witness the passage of this Resolution)
Name: TttN'e
(Printed name of individual who signed directly above) (Title of individual who signed directly above)
E- 1
Schedule No. 01
EXHIBIT F
BANK QUALIFIED CERTIFICATE
RE: Master Lease Purchase Agreement dated as of March 1, 2019, between Tax -Exempt Leasing Corp.
(Lessor) and City of Yakima (Lessee) and Schedule No. 01.
Whereas, Lessee hereby represents that it is a "Bank Qualified" Issuer for the calendar year in which this Agreement
and Schedule are executed by making the following designations with respect to Section 265 of the Internal
Revenue Code. (A "Bank Qualified Issuer" is an issuer that issues less than ten million ($10,000,000) dollars of tax-
exempt obligations during the calendar year).
Now, therefore, Lessee hereby designates this Agreement and Schedule as follows:;
1. Designation as Qualified Tax -Exempt Obligation. Pursuant to Section 265(b)(3)(B)(ii) of the Internal
Revenue Code of 1986 as amended (the "Code"), the Lessee hereby specifically designates the Agreement
and this Schedule as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. In
compliance with Section 265(b)(3)(D) of the Code, the Lessee hereby represents that the Lessee will not
designate more than $10,000,000 of obligations issued by the Lessee in the calendar year during which the
Agreement is executed and delivered as such "qualified tax-exempt obligations".
2. Issuance Limitation. In compliance with the requirements of Section 265(b)(3)(C) of the Code, the Lessee
hereby represents that the Lessee (including all subordinate entities of the Lessee within the meaning of Section
265(b)(3)(E) of the Code) reasonable anticipates not to issue in the calendar year during which the Agreement
and Supplement are executed and delivered, obligations bearing interest exempt from federal income taxation
under Section 103 of the Code (other than "private activity bonds" as defined in Section 141 of the Code) in an
amount greater than $10,000,000.
Bv:
(
ure of individual authorized to execute this Exhibit)
Name: 01l.F CD
(Printed name of individual who signed directly above)
CITY CONTRACT NO' '213tCi-"5Z7
RESOLUTION NO' ®'el.)r
Tit
(Title of in+" 'dual who signed d y above)
F-1
Schedule No. 01
EXHIBIT G
AGREEMENT TO PROVIDE INSURANCE
Lessee: Lessor/Certificate Holder:
Name: City of Yakima Name: Tax -Exempt Leasing Corp., AOIA
Address: 401 North Front Street Address: 203 E. Park Avenue
Yakima, Washington 98908 Libertyville, Illinois 60048
Phone: 509-575-6060 Phone: 847-247-0771
Description of Equipment: Four (4) Ready Rack PPE Extractor Washers and Four (4) Ready Rack
PPE 2 Gear Dryers
I understand that to provide protection from serious financial loss, should an accident or loss occur, my lease
contract requires the equipment to be continuously covered with insurance against the risks of fire and theft, and
that failure to provide such insurance gives the Lessor the right to declare the entire unpaid balance immediately
due and payable. Accordingly, I authorize Tax -Exempt Leasing Corp. or its assigns to contact the insurance
company shown below, in order to obtain the required proof of coverage. I further authorize the Agent/Company
below to issue a Certificate noting Lessor's interest in the equipment and showing Tax -Exempt Leasing Corp.
and/or its assigns as additional insured and loss payee.
Please e-mail to marlas@taxexemptleasing.com or fax to 847-247-0772
Insurance Company:
Name of Agent:
Address:
Phone:
Email:::
Policy
Lessee: City of Yakima
Signs
CITY CONTRACT NO:1
RESOLUTION NO',
G-1
Schedule No. 01
EXHIBIT H
LESSEE CERTIFICATE
RE: Master Lease Purchase Agreement dated as of March 1, 2019, between Tax -Exempt
Leasing Corp. (Lessor) and City of Yakima (Lessee) and Schedule No. 01 thereto.
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been
given the authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to
the above referenced Master Lease Purchase Agreement and Schedule No. 01 (the "Lease"). I hereby
certify that:
Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient
to pay all Rental Payments required to be paid under the Lease during the current Budget Year of
Lessee, and such moneys will be applied in payment of all Rental Payments due and payable
during such current Budget Year.
The governing body of Lessee has approved the authorization, execution and delivery of the Lease
on its behalf by the authorized representative of Lessee who signed the Lease.
During the term of the Lease, the Equipment will be used for essential governmental functions.
Such functions are:
4. The source of funds (fund Item in budget) for the Rental Payments that come due under Exhibit B
of this Lease is as follows:
Lessee reasonably expects and anticipates that adequate funds will be available for all future
Rental Payments that will come due under Exhibit B because:
Lessee: City Yakim
Sig natu
f
Printed Nanne and Title
CITY CONTRACT NO: .Jc t—QSB
RESOLUTION NO' A /iA,
H-1
Schedule No. 01
Exhibit I
NOTICE OF ASSIGNMENT
AND
LETTER OF DIRECTION
Tax -Exempt Leasing Corp. ("Lessor") hereby gives notice to City of Yakima ("Lessee") that it has assigned
all of its rights to receive payments under the Master Lease Purchase Agreement dated March 1, 2019,
Schedule No. 01, as set out in Section 7.01 of said Master Lease Purchase Agreement, and in any of the
Equipment now or hereafter leased thereunder, including without limitation all amounts of rent, insurance,
and condemnation proceeds, indemnity or other payment proceeds due to become due as a result of the
sale, lease of other disposition of the Equipment, all rights to receive notices and give consents and to
exercise the rights of the Lessor under the Lease, and all rights, claims and causes of action which Lessor
may have against the manufacturer or seller of the Equipment in respect of any defects therein.
This Master Lease Purchase Agreement, Schedule No. 01, requires ten (10) semi-annual payments in the
amount of $3,777.18 each. As of the date of assignment, ten (10) payments remain on the contract. These
payments have been assigned to:
Santander Bank, N.A.
3 Huntington Quadrangle, #101N
Melville, NY 11747
FEIN: 23-1237295
(The above should be listed as lien holder on all vehicle titles)
All future payments, however, should be made payable to and forwarded to the following:
Tax -Exempt Leasing Corp.
P.O. Box 14565
Reading, PA 19612
Any assigned payments received by Lessor are received in trust for assignee and will be immediately
delivered to Assignee.
Lessee: City of Yakima
Printed Name and Title
1,1„t
Lessor: Tax -Exempt Leasing Corp.
Mark M. Zaslaysky, President
Printed Name and Title
Date ° Date
CITY CONTRACT NO'
�01`1-0S6
RESOLUTION NO':��
I-1
Lease Payment Invoice Instructions
Lessee: City of Yakima
Tax I D#: 91-6001293
Invoice mailing address: Department:
Address:
City:
State: Zip Code:
Contact Name:
Phone Number:
Email:
Description to be shown on lease payment invoice: Four (4) Washer and Dryers