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HomeMy WebLinkAboutSharp Business Systems - (De Lage Laden Public Finance LLC) 2012 AgreementDe Lage Landen Public Finance LLC State and Local Government Lease - Purchase Agreement 1111 Old Eagle School Road PHONE: (800) 736 -0220 Wayne, PA 19087 FACSIMILE: (800) 700 -4643 Full Legal Name City of Gilroy You ee Ihat this is a non - cancelable lease. The Equipment is: NEW ❑ USED Dame S Title ns Phone Number 408 - 846 -0413 IDEA Name (if any) Legal Name of Corporation City of Gilroy (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) Purchase Order Requisition Number BI IN g Address 7351 Rosanna St city Gilroy Stale Zip CA 95020 Send Invoice to Attention of: Equipment Make Model No. Serial Number Description Ahach Separate Schedule 11 Necessary) — See Equipment Description Attached as Attachment 2 — Equipment Location (II not same as above) City State Zip Number of Lease Payments 36 36 I Full Lease Term (in Months) Lease Payments: See Lease Payment Schedule Attached as Attachment 1 - [obligations he box below, YOU hereby designate this Lease as a "qualified tax- exempt obligallon" as defined in b)(3XB) of the Internal Revenue Code and represent that Ore aggregate lace amount of all tax- exempt xcluding private activity bonds other than qualified 501 (c)(3) bonds) Issued or to be Issued by YOU bordinate entitles durng the calendar year in which WE hind this Lease is not reasonably expected ,000,ODO. ❑ Bank Qualification Elected Payment frequency i/Monthty ❑ Quarterly • Semiannually • Annually • Other End of Lease Option: $1 TERMS AND CONDITIONS Please read YOUR copy of this State and Local Government Lease - Purchase Agreement ( "Lease ") carefully and feel free to ask US any questions YOU may have about ft. Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE," US" and "OUR" refer to De Lage Landen Public Finance LLC, its successors and assigns, as the "Lessor" of the Equipment. 1. LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) including all replacement parts, repairs, additions and accessories ( "Equipment ") on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date that ft is accepted and signed by US (the "Commencement Date ") and continues thereafterfor an original term ( "Original Term ") ending at the end of YOUR budg- et year in effect on the Commencement Date and may be continued by YOU for additional one -year renewal terms ('Renewal Terms") coinciding with YOUR budget year up to the total number of months indicat- ed above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed, YOU shall be deemed to have contin- ued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. As set forth in the Lease Payment Schedule, a portion of each Lease Payment is paid as, and repre- sents payment of, Interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided in Section 5. THIS LEASE IS NON- CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. if a Lease Payment is not made on the date when due, YOU will pay US a late charge at the rate of 18% per annum or the maximum amount permitted by law, whichever is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently Intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be obtained. YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval In accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body. 5. NONAPPROPRIATION. YOU are obligated only to pay such Lease Payments underthis Lease as may lawfully be made from funds budgeted and appropriated for that purpose during YOUR then current budget year. If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current original Term or Renewal Term, but failure to give such notice shall not extend the tetm of this Lease beyond the then current Original Term or Renewal Term. If this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 6. WARRANTIES. WE are leasing the Equipment to YOU "AS -IS" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR- TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP- MENT. WE SHALL NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE, AT YOUR OWN COST, TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT (UNLESS THOSE COSTS ARE INCLUD- ED IN THE COSTS OF THE EQUIPMENT TO US). IF REQUESTED, YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE. WE MAY AT OUR DISCRETION CONFIRM BY TELE- PHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse,Side of tftis Lease.) / YOU agree to all of the Terms and Conditions contained in hclh sides of this Lease, and in any attachments to same (all of which are included by reference) and become part of this Lease. YOU acknowledge to have read and agreed to all the Te Condittons. You ee Ihat this is a non - cancelable lease. The Equipment is: NEW ❑ USED Dame S Title ns Print Na r Legal Name of Corporation City of Gilroy (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) L D n'7 Name O Tide st — For LA DEN Leas P Leas Ven 941111ill 14M 8. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR Ali ATIONS. YOU have title to the Equipment; provided that title to the Equipment will immediately and without 'any action by YOU vest in US, and YOU shall immediately surrender possession of the Equipment to US, (a) upon any termination of this Lease other than termination pursuant to Section 17 or (b) if YOU are in default of this Lease. It is the intent of the parties hereto that any transfer of title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. YOU shall, nevertheless, execute and deliver any such instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth In this Lease. Although the Equipment may become attached to real estate, it remains personal property. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the Equipment or to remove the Equipment without OUR prior written consent. If WE feel it is neces- sary, YOU agree to provide US with waivers of Interest or liens from anyone claiming any interest in the real estate on which any items of Equipment is located. WE also have the right, at reason- able times, to inspect the Equipment 9. MAINTENANCE. YOU are required, at YOUR own cost and expense, to keep the Equipment In good repair, condition and working order, except for ordinary wear and tear, and YOU will supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become OUR property. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND /OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SER- VICE AND /OR MAINTENANCE SOLELY TO THE SUPPLIER AND /OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOU hereby appoint Municipal Registrar Services (the "Registrar') as YOUR agent for the purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(a) of the Internal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written notice from the assignor of the name and address of the assignee. 11. LOSS OR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves YOU from any obligation under this Lease. If any of the Equipment is damaged by fire or other casualty or title to, or the temporary use of, any of the Equipment is taken under the exercise of the power of eminent domain, the net proceeds ( "Net Proceeds ") of any Insurance claim or condemnation award will be applied to the prompt replacement, repair, restoration, modification or improvement of that Equipment, unless YOU have exercised YOUR option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain- ing after such work has been completed shall be paid to YOU. 12. INDEMNITY. WE are not responsible for any losses or injuries caused by the manufacture, acquisition, delivery, Installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to reim- burse US for and to defend US against any claim for losses or injuries relating to the Equipment This Indemnity will continue even after the termination of this Lease. 13, TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes, per- sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment (except those based on OUR net Income). YOU agree that if WE pay any taxes or charges, YOU will reimburse US for all such payments and will pay US interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. 14. INSURANCE. During the term of this Lease, YOU will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment, without deductible and without co- insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public liability insurance covering both personal Injury and property damage of at least $100,000 per person and $300,000 per occurrence or bodily injury and $50,000 for property damage. WE will be the sole named loss payee on the property insurance and named as an addition- al insured on the public liability insurance. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. If YOU do not provide such insurance, YOU agree that WE have the right, but not the obligation, to obtain such Insurance and add an insurance fee to the amount due from you, on which we make a profit. 15. DEFAULT. Subject to Section 5, YOU are in default of this Lease if any of the following occurs: (a) YOU fail to pay any Lease Payment or other sum when due; (b) YOU breach any warran- ty or other obligation under this Lease, or any other agreement with US, (c) YOU become insolvent or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have filed against YOU a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. 16. REMEDIES. WE have the following remedies if YOU are In default of this Lease: WE may declare the entire balance of the unpaid Lease Payments for the then current Original Term or Renewal Term Immediately due and payable; sue for and receive all Lease Payments and any other payments then accrued or accelerated under this Lease; charge YOU Interest on all monies due US at the rate of eighteen percent (18 %) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; charge YOU a return -check or non - sufficient funds charge ( "NSF Charge ") of $25.00 for a check that is returned for any reason; and require that YOU return the Equipment to US and, If YOU fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of this Lease unless WE expressly notily YOU in writing. If the Equipment is returned or repossessed by US and unless WE have termi- nated this Lease, WE will sell or re -rent the Equipment to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining liable for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required to pay (1) all expenses incurred by US in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (ii) reasonable attorneys' fees. 17. PURCHASE OPTION. Provided YOU are not In default, YOU shall have the option to purchase all but not less than all of the Equipment (a) on the date the last Lease Payment is due (assuming this Lease is renewed at the end of the Original Term and each Renewal Term), if this Lease is still in effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment of One Dollar to US; (b) on the last day of the Original Term or any Renewal Term then in effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all, other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; or (c) it substantial damage to or destruction or condemnation of substantially all of the Equipment has occurred, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule. 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU are a public body corporate and politic duly organized and existing under the constitution and laws of YOUR State with full power and authority to enter into this Lease and the transactions contemplated hereby and to perform all of YOUR obligations hereunder; (b) YOU have duly authorized the execu- tion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Lease; (c) YOU have complied with such pub- lic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the Equipment; (d) all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by YOU of this Lease or in connection with the carrying out by YOU of YOUR obligations hereunder have been obtained; (e) this Lease constitutes the legal, valid and binding obligation of YOU enforceable In accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally; (f) YOU have, in accordance with the requirements of law, fully budgeted and appro- priated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year and to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an Immedi- ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin- ish In the foreseeable future, including the Full Lease Term, and the Equipment will be used by YOU only for the purpose of performing one or more of YOUR governmental or proprietary functions con- sistent with the permissible scope of YOUR authority and will not be used in the trade or business of any other entity or person; and (h) YOU have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease purchase, Installment sale or other similar agreement. 19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment. If WE feel it Is necessary, YOU agree to submit financial state- ments (audited If available) on a quarterly basis. 20. UCC - ARTICLE 2A PROVISIONS: YOU agree that this Lease is a Finance Lease as that term Is defined in Article 2A of the Uniform Commercial Code ( "UCC"). YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment. WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Supplier for a description of any rights or warranties that YOU may have under this supply contract. YOU also waive any and all rights and remedies granted YOU under Sections 2A -508 through 2A -522 of the UCC. 21. TAX EXEMPTION. YOU will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the appli- cable regulations thereunder to maintain the exclusion of the Interest portion of the Lease Payments from gross Income for purposes of federal income taxation. 22. BANK GUALIFICATION. If YOU checked the "Bank Qualification Elected" box on the front page of this Lease YOU and all YOUR subordinate entities will not issue in excess of $10,000,000 of qualified tax - exempt obligations (including this Lease but excluding-private activity bonds other than qualified 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain- ing an opinion of nationally recognized counsel in the area of tax - exempt municipal obligations acceptable to US that the designation of this Lease as a "qualified tax- exempt obligation" will not be adversely affected. 23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be governed and construed in accordance with the laws of the state where YOU are located. To the extent p miffed by IaN, YOU agree to waive YOUR rights to a trial by jury. S cz nn ena rn p-�+ 24. ENTIRE AGREEMENT; SEVERABILITY; AI E . This Lease contains the entire agreement and understanding. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Lease which for any reason may be held unen- forceable in any jurisdiction shall, as to such jurisdiction, be Ineffective without Invaliding the remain- ing provisions of this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION. YOU agree that a facsimile copy of this Lease with facsimi- le signatures may be treated as an original and will be admissible as evidence of this Lease. Page 2 of 2 02011 All Rights Reserved. Printed In the U.S.A. 07PI'D000410 3/11 c a 0 CJ C r_ LL d ti 0 AMENDMENT TO STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT This Amendment to that certain State and Local Government Lease - Purchase Agreement (together with all Exhibits and this Amendment, the "Agreement") dated as of April 25, 2012, between De Lage Landen Public Finance LLC (together with its successors and assigns, "Lessor "), and City of Gilroy (together with its successors and assigns, "Lessee "), is incorporated in and is hereby made a part of the Agreement. Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such terms in the Agreement and that the following changes and additions are hereby made to the Agreement: 1. Section 23 of the Agreement is further clarified to mean: State of California for choice of law. Except as specifically set forth in this Amendment, all terms and conditions contained in the Agreement remain in full force and effect and are hereby ratified and confirmed. LESSOR: De LaQe Landen Public Finance LLC BY: UTHORIZED IGNA BY: Barbara W niak I ADDRESS///( K ed /0-/ nG a�7 DATE: 7 %�- If LE EE: Cit f Gilro BY: X I AUTHORIZED SIGNATURE BY: soma S J . Nctc�G��I PRINTED NAM DTITLE ADDRESS: 11 f7 DATE: Approved as to form: Gilroy Cry Alto Office By: Ar, �, City Attorney t l Attest: Sha`wna FreeKC-tTv Clerk ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT Lease Payment Schedule LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: City of Gilroy LEASE NUMBER: PUB 10965 LEASE COMMENCEMENT DATE: April 25 PO 12 I Payment Number Paymanl Dale Rental Payment Interesl Porliou Principal Portion Balance Purchase Price Loan 04/25/2012 0.00 0.00 0.00 27,323.14 0.00 1 05/25/2012 822.70 120.89 701.81 26,621.33 27,419.97 2 06125/2012 822.70 11719 704.91 25,916.42 26,693.91 3 07/25/2012 822.70 114.67 708.03 25,208.39 25,964.64 4 08125/2012 822.70 111.53 711.17 24,497.22 25,232.14 5 09/25/2012 822.70 108.39 714.31 23,782.91 24,496.40 6 10/25/2012 622.70 105.23 717.47 23,065.44 23,757.40 7 11/25/20f2 822.70 102.05 720.66 22,344.79 23,015.13 8 12125/2012 822.70 98.86 723.84 21,620.95 22,269.58 9 01/25/2013 822.70 95.56 727,04 20,893.91 21,520.73 10 02125/2013 822.70 92.45 730.25 20,163.86 20,768.57 11 03/25/2013 822.70 89.21 733.49 19,430.17 20,013.08 12 04/25/2013 822.70 85.97 736.73 18,693.44 19,254.24 13 05/25/2013 822.70 82.71 739.99 17,953.45 18,492.05 14 06125/2013 822.70 79.44 743.26 17,210.19 17,726.50 15 07/25/2013 822.70 76.15 746.55 16,463.64 16,957.55 16 08/25/2013 822.70 72.84 749.86 15,713.78 16,185.19 17 09/25/2013 822.70 69.53 753,17 14,960.61 15,409.43 18 10/25/2013 822.70 66.19 756.51 14,204.10 14,630.22 19 11/25/2013 822.70 62.85 759.85 13,444.25 13,847.58 20 12/25/2013 822.70 59.48 763.22 12,681.03 13,061.46 21 01/25/2014 822.70 66.11 766.59 11,914.44 12,271.87 22 02/25/2014 822.70 52.72 769.98 11,144.46 11,478.79 23 03125/2014 822.70 49:31 773.39 10,371.07 10,682.20 24 04125/2014 822.70 45.89 776.81 9,594.26 0,682.09 25 05/25/2014 822.70 42.45 780.25 8,814.01 9,078.43 26 06/25/2014 822.70 39.00 763.70 6,030.31 8,271.22 27 07/25/2014 822.70 35.53 787.17 7,243.14 7,460.43 28 08/25/2014 822.70 32.05 790.65 61452.49 6,646.06 29 09/2512014 822.70 28,55 794.15 5,658.34 5,828.09 30 10/25/2014 822.70 25.04 797.66 4,860.68 5,006.50 In addition to the stated monthly payment of $822.70, a monthly Service /Maintenance payment of $228.00 is due and payable monthly. This monthly ServicelM nce payment is separate from the $822.70 monthly lax- exempt principal and Interest equipment lease payment. The aforementioned Sery lc ainten ce payment will be passed through to the Vendor providing the service /maintenance. The total monthly payment due is $1,05170 LESSEE Si Pru1 Name: Dale: l & 2 Page 1 a 2 02010 All Ri0h Reserved. Prinled in he U.S.A. 07Pr0000420 10110 N eF O ATTACHMENT ] STATE AND LOCAL GOVERNMENT LEASE- PURCHASE AGREEMENT Lease Payment Schedule LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE City of Gilroy LEASE NUMBER: PUB 10965 LEASE COMMENCEMENT DATE_Aprll25 20 12 Payment Number Payment Date Rental Payment Interest Porlion Principal Portion Balance Purchase Price . 31 11/25/2014 822.70 21.51 801.19 4,059.49 4,181.27 32 12/25/2014 822.70 17.96 804.74 3,254.75 3,352.39 33 01/25/2015 822.70 14.40 808.30 2,446.45 2,519.84 34 02/25/2015 822.70 10.82 811.88 1,634.57 1,683.61 35 03/25/2015 822.70 7.23 815.47 819.10 843.67 36 04/25/2015 822.70 3.60 819.10 0.00 0.00 Grand Totals 29,617.20 2,294.06 27,323.14 B LESSEE Si! Print Name: Pape 2 of 2 Dale: l l M 9 N ct O v r~ 0 =010 An elphit 0e&r d. Pdnlee In [he u_s.a 07Pn70C04W 10/10 De Lage Landen Public Finance LLC ACCEPTANCE CERTIFICATE 1111 Old Eagle School Road. Wayne, PA 19087 Ladies and Gentlemen: Re: State and Local Government Lease Purchase Agreement dated as of April 25 20 12 , between De Lage Landen Public Finance LLC, as Lessor, and city of Gilroy as Lessee. In accordance with the State and Local Government Lease Purchase Agreement (the "Agreement'), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default. (as defined in the Agreement) exists at the date hereof. (SEAL) M7 UJ COY g All Rights Reserved. Printed in the U.S.A. 07PFDOM5vl 3109 LM M 0 V O O LL CL 0 • UJ COY g All Rights Reserved. Printed in the U.S.A. 07PFDOM5vl 3109 LM M 0 V O O LL CL 0 BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In nrriar fnr DE LAGE LANDEN PUBLIC FINANCE LLC complete this form and return it with the signed t,�documents. / Billing Name: C 1 `7 / a I= ' 11ro to properly bill and credit your account, it is necessary that you Billing Address: 77351 tuo n n Gt S/• ,Yray C4 9Sozo Attention: I.S�y �ri n i aka / (Name of individual who will process payments) Telephone Number: ! O8) —Q 2?zI FEDERAL ID #: / qo 4e6 V — �00 W Primary Contact Name: /� r'�f7" y Trin i Primary Contact Number: / INSURANCE INFORMATION Insurance Agent: -set G 44,AGh N! e CV / n -6 -6r 14-96C7 Policy Number: Telephone Number: Fax Number: This form completed by: (Name and Title) CONTACT INFORMATION FOR 8038 FILINGS Contact Name: WITH TITLE k r i s �y Tr ; v 6 doa d. Contact Address: WITH E -MAIL /(�kc�r`isfpU[.�Tr i n *I 4A -t., c f Contact Telephone Number: t r oDI [/ 7G — 62 y oF co co 0 v 0 G W CL 0 0 ©PD11 All Rights Reserved. Printed in the USA. 08KD00086vt 1/11 �� ° CERTIFICATE OF LIABILITY INSURANCE RANCE °02MDII°"�'n 09!2612011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate, holder is an ADDITIONAL INSURED, the policy(les) must be endorsed, If SUBROGATION I5 WAIVED, subject to the terms and conditions of the policy, certain poliolea may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in IIeU of such endorsement(s), PRODUCER - -- Marsh USA Inc. NA" A Japan CIW Seivicas PHONE PAX 1156 Avenue of the Amer cas, 351h Floor EMAIL NowYark NY 11035 s • Ann: Chades Wong 212. 345.7058 INSUR2fi S AFFORDING COVERAGE 104641 -5135- au 11.12 I INSURER A ; SOMPo3apan lnwrance CG, O(Amerka INSURED Sharp Business Systems INSURER 8! Mitst4 Sumitomo Irlsoranee Group 11126 14791 Oak lane INSURER C ; 00026 Miami Lakes, FL 33016 LIMIT'S COVERAGES CERTIFICATE NUMBER: NYC•006185150 -05 REVISION NUMBER, 9 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN. ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT PERIOD OR OTHER DOCUMENT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES WITH RESPECT TO WHICH THIS DESCRIBED HEREIN IS SUBJECT TO ALL THE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY TERMS, pLISR PAID CLAIMS. A BR TYPE OFMSURANCE OLICYNUMBER MI'O oYicFF P0ICY91, A GENERAL LIABILITY GDL40002C0 1W01120,1 10!01!2012 LIMIT'S X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ A ' 1,000,000 CLAIMS -MADE [fl OCCUR 5 50,000 MED EXP ;Anyone arson 1; 51 000 X VENDORS ENUT CG2015 PERSONAL& ADV INJURY i 1,000,000 OEN'L AGOflcOATE LIMfr APPLIES PER: GENERALAGGREGATE = 1,000,000 PO P LY R0- LOG PRODUCTS .COMPYOPAG0 L 31000,000 A AVTOMOeILELIABIUTY ASN1004200 1010112011 1010112D12 S HBINED 1 LI T X ANY AUTO AEa 1,000,000 ALL OWNED SCHEDULED BODILY INJURY (Pet person) $ AUTOS AUTOS NON-OWNED BODILY INJURY(Peraecdam) S HIRED AUTOS AUTOS PPAPPERTn0AMAGE $ accidal A X UMBRELLA LtA9 USS10445W0 OCCUR 1010112011 10101!2012 Comp/Col Deduclfble $ 5W EXCESS LIAa CLAIMS-MADE EACH OCCURRENCE $ 5'ow'wo AGGREGATE $ 5,000,000 D, OE RE ENTION S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WCF8530020(AOS 1 2011 O } 2012 E X WC STA 0TH• B ANY PROPRIETORIPARTNER/EXECUTIVE YIN WCP 9110029 (CI) 0610112011 0610112012 OFFICERIMEMBEREXCLUDED? �N (Mandatory In NH) NIA E,L, EACH ACCIDENT g 11000,000 Ir yes doccrihe under ❑ESGt IPTION OF OPERATIONS beloyy E.L. OISEASE • EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT S 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS IVeHCLFS(AHach ACORD 101, AdditIo"I Remarkv Schedule, It more apace is required) - ily d Gflroy is fnduded as addil'Ionaf Ins°red where requfred by 1x Alen ccnllact wdh respect to General Uebll'dy, CERTIFICATE HOLDER PANIFIM I All- City Of y Rosa 7351 Rosanna SL SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Gilroy, CA 95020 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORf7ED REPRESENTATIVE of Marsh USA Inc. Charles Wong ©1988.2010 ACORD CORPORATION, Arights ry ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 212 - 345 -3660 02 :M56 P.m. 07 -14 -2011 . 213 Pc1)feyNum6er t3DtA0002G0 COMMON POLICY CHANGE EMDORSgNvT Endorse MI Nc, 010 SOMPO JAPAN INSURANCE COMPANY OP AMERICA Named Insured SWP ELECTRONICS CORPORATION Effectivat).*A, 07 -15 -11 Agent Noma MARSH USA INC. 1201 AM., Standard Tama Agent No. B50NY en orsarllent Will not be used to clavese coverap&i. Increase rates —ordeductlesi ar alter any terrre ar conditions of covaVe unless at the sob mqued of W bauted. CO VE RA09 PARE I NFOFWAT10N - mCawrape g d40— � ❑ Comawtw Property ® Conanerdd General t.la Aty NO CHARGE Commercial Crime and Fldsilly Commercial Inland Marina The fallowing itern(s): ❑ Insured'& Name Inaured's Malling Address ❑ Policy Number Company Effactivul Expirdon Date ❑ Insured'& Legal &tatusl Business of Insured (❑ t_ ! Pr'ment Plan ❑ Premium Determindon AddHlonel interested Part}e9 Coveragel-orms end Endorsements ❑ �� � � Deductibles ❑ Covered Pea e Class Codes ❑ClessblcaUorV �wty! Located aipon tl pes � � Underlying Bxposur& Is tare) changed to road {8eeAdomw Page(o)} CGE20 260WIN0 F07Htg) SADDLNIN DESIGNATED PERSON /ORGAPIIZATION ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME The obove amendments result In a chen0 a the premium es fo totva: This nium does not Mda tam Wd No Changes To ba Ad)usled ex Audi! Addillond NO CHARGE ftetumNO CHARGE Tax and Surdlalgc Ctsangas Addltlonel b AMOWZED AGENT YIL 02 W (10109) i 212- 345 -3660 02:27:09 p.m. 07 -14 -2011 3/3 POLICY NUM0ER: GDL4 0002 CQ C61dhIFRCf111, OENF.RAI, UABliny. ' CO 10 26 47 04 'PHIS ENDORSEMENT CHANGES THE POLICY, PLEASE FtW rr CAREFULLY, ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsamenI modlhea Inauranoe provided under the foilorvinQ; COMMERCIAL GENERAL UABILrTY COVERAGE PART SCHEdULIE SullOn 11 -Who is An Insured Is amended to In0luda as an•addlvan3l hsured the parson (s) or orBanhr& tlon{a} shown In the 8dmdda, but o* w4h respect to ly for 'bodily UW� 'property durQga. or 'porsonel and adveftlng kJo y' cmxad, in W Wa or In part, by your ads or owhsions or tha acts of orris alone of those a011np on yourbahW,, A. In the partorrr>artce al yout ongdV operations; or B In oonnectlon with your prarrlses owned by or rented to you. CC 20 26 07 01 Q 180 Propertla~, Inc., 2004 papa 1 or 1 p Sampa Ripon Insurance Company of America COMMERCIAL C3ENERAL LIABILITY SPECIAL BROAD FORM NDOgSEMBNT EMENT I. ADDITIONAL INSUREDS —sy CONTRACT, AG EEMEN•T OR PERW Item 4. is added as follows: Any person or organization not otherwise identified.as an insured.in this coverage or by �tdor this coverage that you are required by written contract, written agreement or written sement to Insured is an Insured but only with respect to "bodily In}ury`, "pro t to name as an in}ury' caused in whole or In part by:' damage or "personal and advertising t. Your acts or omissions; or 2 The acts or omissions of those acting on your behalf; in the.perfomwee of your ongoing operations for the additional Insured(s) at the location {s) designated In the written contract, written agreement or written permit or premises leased or used by you, With respect tq the insurance afforded to these additional Insureds, Th is Insurance does not apply: the following additional exclusions a-''ply: a. To ' bodily Injury` or "property damage" occurring after all work, Including nxnterids, parts or furnished In connection with, such work, on the project {other than service, maintenance or raper) equipment perfom�ed by or on behalf of the additional Insured(s) at the location of the covered operations has been completed; be b, To "bodily Injury' or "property damage" occurring after ,that portion of your work' out of which the Injury •damage arises has been put -to Its intended use by any person or organization ocher than•another conrctor or suboontractor engaged In performing. operations for a principal as a part of the same project . or C. Unless the written contract or written agreement has been 'executed or the written permit has been issued prior to the bodily Injury', 'property damage' or "personal and advertising ln}ury' d. TO any owners or other interests from whom land has been leased for "occurrences' that take place.after the lease for that lend expires or io structural alterations, new construction or demolition operations or on behalf of any additional Insured; or performed by a To the rendering or failure to render any professional service. The Insurance provided under item 1, above applies on a primary basis If that Is required by the written contract, written agreement or written permit, Coverage under this provision Is limited to the minimum limits of liability stipulated In that written contract, written agreement or written permit or th ©am L[mit of Llablilty shown in the Declarations, whichever is less, amount of toss not to exceed the 7, MOBILE EQUIPMENT REDEFINED Under SECTION V, DEFINiiiONS, paragraph t(1) of the.definition of "mobile equipment' does not apply to salt - propelled v6lcies of less than 1,OW pounds gross vehicle weight and unlicensed vehicles that are not designed for use on the highway. 8, KNOWLEDGE AND NOTICE OF OCCURRENCE Fosm ya[.02 001 (Ed. 07104) Printed in USA Page 7 of 8 lydudAS Copyrighted rnaforlal cf lmuramo Servioes omoo, rrx, with its permission. 'FAOMCER