R-1692 - 01/09/2018 - AGREEMENTS - Resolutions Exhibitsr.^
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REVIEW L?F CC?MTRA i'S
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vNlage ot pak Brook Approved by Board('trustees• DateJlnkialr
tCf LEASE AGREEMENT EQUIPMENT
equipment RENTAL
finance
This"Lease":Lease Agreement Number 008-0736237-100 Dated December 21,2017
Lessee"
Villa e of Oak Brook dba Oak Brook Golf Club 1200 Oak Brook Road,Oak Broo IL 60523
Fax:(630 368-5071 E-mail:
Lessor"
TCF E ui ment Finance,a division of TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo IA 50701-8926
Fax:319-833-4577 E-mail:customerservice financediv.com
Number of
Rental Rental Payments Advances
Pa ments
A monthly payment of$8,262.10(the"Standard Payment")is due beginning May,2018
67 and each May,June,July,August,September and October thereafter until a total of 36
Standard Payments have been made. A payment of$0.00 is due each November,
December,January,February,March and April. The Total Number of Payments
First:$0.00includesboththeStandardPaymentMonthsandthe$0 Payment Months. The first due
Last:$0.00datefora"Standard Payment"will be determined by Lessor based on the date it pays the
Total:$0.00Equipmentsupplier.
Plus any applicable taxes)
EQUIPMENT LOCATION&DESCRIPTION: MAXIMUM HOURS:
2606 York Road,Oak Brook,IL 60523:
N/A702018E-Z-GO TXT Elite Golf Cars to ether with all attachments and accessories thereto
TERMS AND CONDITIONS--READ CAREFULLY BEFORE SIGNING
1. RENTAL: Lessor rents to Lessee and Lessee rents from Lessor the equipment,furniture,fixtures,machinery,inventory,goods and software,as
such terms are defined under the Uniform Commercial Code("UCC"),described above and in any schedule made a part hereof,together with all
replacements, replacement parts, repairs, returns, substitutions, additions, accessories, and accessions incorporated therein or attached thereto
collectively, "Equipment"),upon the terms and conditions set forth herein. The parties intend this Lease to be governed by Article 2A of the
UCC. Pursuant to Article 2A, Lessee is entitled to the promises and warranties, including those of any third party, provided to Lessor by the
Equipment supplier. Lessee may contact the Equipment supplier and receive an accurate and complete statement of the promises and
warranties,including any disclaimers and limitations of them or of remedies.
2. PAYMENTS: Other than as set forth in a rider hereto, rental payments are due monthly, beginning the date designated by Lessor and
continuing on the same day of each month thereafter for the number of payments shown above. Lessor may change the payment by not more
than 10%in the event of price changes,changed order,etc. Security deposit is refundable upon expiration of this Lease provided all terms and
conditions of this Lease have been fulfilled. Security deposit and payments may be commingled and do not earn interest.
3. EOUIPMENT ACCEPTANCE: Lessee shall have accepted the Equipment for purposes of this Lease upon, at Lessor's option, either: (a)
Lessee's verbal verification to Lessor that the Equipment has been delivered and is acceptable;or(b)Lessee's delivery of a signed delivery and
acceptance certificate to Lessor. Lessee represents that any agent of Lessee who verifies delivery and acceptance of the Equipment, either
verbally or in writing,has actual authority to do so.Upon Lessor's acceptance of this Lease,THIS LEASE SHALL BE NON-CANCELABLE,
and Lessee's obligations hereunder shall not abate for any reason.
4. DISCLAIMER OF WARRANTIES: THE EQUIPMENT IS BEING RENTED IN "AS IS" CONDITION. LESSEE AGREES THAT
LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT. LESSEE HAS SELECTED THE EQUIPMENT BASED
UPON ITS OWN JUDGMENT AND ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY
REPRESENTATION OR WARRANTY OF ANY KIND, DIRECT OR INDIRECT, EXPRESS OR 1MPLIED, AS TO THE
SUITABILITY, DURABILITY, DESIGN, OPERATION OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY
FITNESS FOR USE FOR ANY PARTICULAR PURPOSE,OR OTHERWISE.No broker,equipment supplier,or other person(other than
an employee of Lessor)is an agent of Lessor.
5. GOVERNING LAW; VENUE OF LITIGATION: THIS LEASE, AND ALL MATTERS ARISING FROM THIS LEASE,
INCLUDING ALL INTEREST AND FINANCE CHARGES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY FEDERAL
LAW, BUT THE LAWS OF THE STATE OF MINNESOTA (EXCLUDING CONFLICTS LAWS). LESSEE HEREBY
CONSENTS TO THE JURISDICTION AND VENUE OF STATE AND FEDERAL COURTS IN MINNESOTA AND LESSEE
HEREBY WAIVES TTS RIGHT TO A JURY TRIAL. LESSOR OR ITS ASSIGNEE AT ITS SOLE DISCRETION MAY
ENFORCE THIS LEASE IN ANY STATE OR FEDERAL COURT HAVING LAWFUL JURISDICTION THEREOF.
6. SECURITY AGREEMENT: In the event this Lease is determined to be governed by Article 9 of the UCC, Lessee hereby grants Lessor a
security interest in all Equipment financed by or rented from Lessor,of any kind or nature whatsoever,wherever located,whether now owned or
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hereafter acquired, and all returns, repossessions, substitutions, replacement parts, accessories, and accessions thereto and thereof, and all
proceeds thereof, to secure all present and future obligations of Lessee to Lessor,of every type and description and howsoever evidenced. This
Lease (i) shall be construed so that interest,the applicable interest rate and other charges shall not exceed that allowed by applicable law, and
any payment that otherwise would be deemed unlawful will be applied first to prepay principal and then refunded to Lessee; and(ii)this Lease
is made under Minn.Stat.Sec.334.022.
7. APPOINTMENT OF ATTORNEY IN FACT: Lessee authorizes Lessor, its successors and assigns to cause this Lease, or any other
document(s)sbowing the interest of Lessor,including but not limited to UCC financing statements,to be authenticated and filed or recorded. In
addition, Lessee appoints Lessar, its successors and assigns, as Lessee's attorney-in-fact(1) to arrange for property damage coverage under a
policy of insurance and to transmit Lessee's premium payments to the insurer on behalf of Lessee,(2)to deal with and to direct any insurer as to
any matter concerning the claim for,disposition of,and/or application of proceeds from any policy of insurance,and(3)to receive payments and
execute and endorse all documents, checks, drafts, or other instruments necessary or advisable to secure payments due under any policy of
insurance. Lessee authorizes Lessar to make non-substantive changes hereto, including but not ]imited to Lessee's legal name. These
appointments and authorizations shall be continuous.Nothing in this paragraph shall relieve Lessee of its duty to procure required insurance,to
make timely insurance claims,and to otherwise cooperate with insurance carriers and Lessor in seeking insurance coverage and recoveries.
8. UNCONDITIONAL OBLIGATION: Lessee agrees to be unconditionally obligated to pay all payments and other amounts due hereunder no
matter what happens,even if the Equipment is damaged or destroyed,if it is defective,if Lessee no longer can use it,or if the manufacturer or
supplier ceases doing business or cannot service and/or support the Equipment, and irrespective of any set-off, counterclaim, defense, or other
right which Lessee may have against Lessor or any other person.
9. USE: Lessee agrees that the Equipment will be used for business purposes only and such use shall be in compliance with all applicable laws.
Lessee shall maintain the Equipment in good repair and working order at Lessee's sole expense.
10.TAXES: Lessee agrees to pay all taxes,fees,and governmental charges related to this Lease,which during the term of this Lease or at any time
thereafter may be imposed.If Lessor pays any of the above for Lessee,Lessee agrees to reimburse Lessor on demand,plus interest. Lessor shall
not be obligated to contest any valuation of or tax imposed on the Equipment or this Lease.
11.INDEMNITY: To the extent permitted by law,Lessor is not responsible for any losses or injuries caused by the Equipment,and Lessee agrees
to indemnify Lessor with respect to all claims for losses imposed on, incurred by, or asserted against Lessor, including attorneys' fees and
expenses plus interest,where such claims in any way relate to the Equipment, whether ar not caused in whole ar in part by the negligence of
Lessee. Further,Lessee shall,if requested by Lessor,defend Lessor against any claims for losses or injuries caused by the Equipment,including
but not limited to any claim arising out of strict liabiliry in tort. This provision shall survive the cancellation,termination or expiration of tbis
Lease.
12.INSURANCE: Lessee shall keep the Equipment insured against loss for not less than its replacement cost or such greater amount as may be
prescribed by any applicable state law specifying minimum insurance requirements, and shall carry public liability insurance, both personal
injury and property damage. Lessee shall name Lessor as an additional insured and as loss payee. If Lessee fails to procure insurance,Lessor
may obtain same and pay the amount due thereon. Lessee shall reimburse Lessor upon demand and, if required by Lessor,shall pay interest on
such sums due and owing at a rate of up to 18%per annum,but in no event more than the maximum rate permitted by law. With respect to any
policy obtained by Lessor, Lessor may charge a monthly administrative fee. Any insurance proceeds received with respect to the Equipment
will be applied, at the option of Lessor, to repair, restore, or replace the Equipment, or to pay Lessor the remaining balance and any other
amounts payable hereunder.
13.LATE CHARGES: If Lessee is delinquent in paying any sum due, Lessee shall pay a charge to offset collection expenses on such delinquent
payment of$25.00 or an amount of up to ten percent(10%)of the payment amount that is past due,whichever is greater,but in no event more
than allowed by applicable law.In addition,Lessor will impose a surcharge of up to$30 or the maximum allowed under Minnesota law for any
dishonored payment.
14.DEFAULT: Any of the following constitute default: (1) Lessee fails to pay any sum due Lessor, (2) Lessee fails to observe or perform any
other term of this Lease; (3) Lessee encumbers or disposes of tbe Equipment without Lessor's written consent; (4) The filing by or against
Lessee or any guarantor of Lessee's obligations to Lessor("Guarantor")of a petition under the Bankruptcy Code or any other insolvency law;(5)
The voluntary or involuntary commencement of any forma] or informal proceeding for dissolution, liquidation, settlement of claims against or
winding up of Lessee's or a Guarantar's affairs, or Lessee or a Guarantor, if applicable, ceases doing business of going concern; (6) Any
representation or warranty made by Lessee or a Guarantor in connection herewith proves to have been materially misleading; (7) Lessee is in
default under any other contract or agreement with Lessor; (8) any Guarantor repudiates or attempts to revoke any guaranty of Lessee's
obligations to Lessor related to this Lease.
15.REMEDIES: Upon an occurrence of default,Lessor may exercise one or more of the following remedies:(1)Declare due,sue for,and receive
from Lessee the sum of all payments and other amounts then due and owing in the current fiscal year under this Lease or any schedule hereto,
2)Require Lessee to return the Equipment at its own expense to any reasonable location Lessor designates;(3)Cancel or terminate this Lease
or any other agreement between L,essee and Lessor;(4)Charge Lessee interest on all monies due hereunder from and after the date of default at
the rate of 18%per annum, compounded monthly until paid in full,but in no event more than the maximum rate permitted by law; (5)Charge
Lessee for any other amounts provided for in this Lease. In addition, Lessor may use any other remedies available to it under applicable law.
These remedies will be applied,to the extent allowed by law,cumulatively. No delay in exercising any right or remedy shall operate as a waiver
of any right or remedy or modify the terms of this Lease. A waiver of default shall not be construed as a waiver of any other or subsequent
default. In addition to all of Lessor's other rights and remedies, Lessee agrees to pay Lessor all costs and expenses, including attorneys' fees,
incurred by Lessar in exercising or attempting to exercise any of its rights or remedies. If appropriate in the circumstances, remedies will
include those available under Article 9 of the UCC.
16.ASSIGNMENT: Lessee may not sublet, lend, assign, or pledge this Lease, the Equipment, or any interest in either, or permit any lien or
securiry interest thereon. Any and all of Lessor's interest and rights in the Equipment and under this Lease may be assigned, pledged, or
otherwise disposed of,without notice to Lessee. Each assignee shall be entitled to exercise all rights and remedies of Lessor with respect to any
and al]obligations assigned to such assignee,and all references herein to"Lessor"shall include Lessor's assignee,except that said assignee shall
not be chargeable with any obligations or liabilities of Lessor hereunder. Lessee will not assert against Lessor's assignee any defense,
counterclaim or setoff on account of breach of warranty or otherwise in any action for payment or for possession brought by Lessor's assignee.
Any assignment of this Lease by Lessee,whether or not permitted by Lessor,shall not release Lessee from its obligations hereunder.
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17.RETURN OF EOUIPMENT: At the end of the original term of this Lease,or if this Lease is terminated under Section 19,Lessee must return
the Equipment at its own expense,to Lessor or to a third-party designated by Lessor, and as applicable, the following must be true: All safety
equipment must be in place and meet applicable federal,state and other governmental standards;All covers and guards must be in place with no
sheet metal, plastic or cowling damage; All parts, pieces, components and optional equipment must be present, installed and operational; All
accessories shall be returned in proper order;All motors shall operate smoothly without overheating and shall have good bearings and bushings;
All electronic controls shall operate per manufacturers' specifications; Controls which bypass normal operations shall be repaired at Lessee's
expense; All electrical systems shall be able to provide electrical output as specified by the manufacturer; All batteries shall be in good, safe
operating condition with no dead cells or cracked cases;Batteries shall hold a charge and provide adequate power to operate the Equipment;All
Equipment shall have serviceable tires,with 50%remaining tread,retaining proper air pressure, and without repair patches; All oil and grease
seals must contain lubrication in the manufacturer's designed reservoir; All Equipment must have a relatively clean appearance;All Equipment
must be free from excessive wear necessitating major component repair or replacement caused by lack of recommended maintenance detailed in
Equipment operation/maintenance manuals;All Equipment shall be free from structural damage or bent frames;Any usage or metering devices
must not have been altered in any way; All Equipment attachments, if any, must be in good operating condition; All hydraulic cylinders must
not be bent,nicked, gouged or leaking. If the Equipment is an electric golf car, then in addition to the above return provisions: (i)the golf car
must be able to transport two (2)people and their golf clubs; (ii) all batteries and battery terminals must be clean, free of corrosion and have
proper battery water levels;and(iii)each golf car must include operable battery chargers.Additionally,all Equipment must be able to complete
the following tests: operate normally in forward and reverse directions through all its speed ranges or gears,steer normally right and left in both
forward and reverse,have all functions and controls work in a normal manner,be able to stop with its service brakes in a safe distance in both
forward and reverse, operate without leaking any fluids, perform its designed functions in a satisfactory manner, and all cutting units (if
applicable)must be able to lower,turn on,run,raise and shut off as they are designed to do. If any Equipment is damaged or does not meet the
standards set forth above for the return condition of such Equipment or if Lessee fails to discharge Lessee's obligations set forth under this Lease
with regard to any Equipment, Lessee shall remit to Lessor, immediately upon demand, the Stipulated Loss Value of such Equipment. 'Tt e
Stipulated Loss Value" for a particular piece of Equipment shall be an amount equal to: (i) the total of all monthly payments and other
amounts,if any,due under the Lease with respect to such Equipment as of the date of payment of the Stipulated Loss Value,plus(ii)all rent not
yet due for the Equipment for the remaining term of this Lease,discounted from their respective due dates at the rate of 3%per annum,plus(iii)
the Equipment's "Anticipated Residual Value" as determined by Lessor's books as of the date of this Lease. Return Condition Standards
applicable when the Equipment is Golf Cars. The Return Condition Standards for golf cars are as follows: (a)Equipment must start, stop,and
turn properly; (b) Mechanically, all Equipment must be in operable condition upon return and capable of being driven onto a transporter; (c)
Cosmetically,all Equipment and component parts are to be returned operable and complete according to the original state,reasonable wear and
tear expected; (d) All equipment sball have serviceable tires, with 50% remaining tread, retaining proper air pressure, and without repair
patches; (e)All gauges will be operative and all fluid levels to manufacturer's specifications; and, ( if the Equipment is an elecMc golf car,
then in addition to the other Return Condition Standards: (i)the golf car must be able to transport two (2)people and their golf clubs; (ii) all
batteries and battery terminals must be clean, free of corrosion and have proper battery water levels; and, (iii) each golf car must include
operable battery chargers. Any missing Equipment and parts or damage to the Equipment will result in a separate billing at replacement cost or
fair market value. Failure to do so, and at Lessor's sole discretion, is a default under this Lease, and in all cases will result in automatic
conversion of this Lease to a month-to-month rental agreement on the same terms. Conversion to a month-to-month rental agreement shall not
operate to waive any of Lessor's rights herein.
18.REPRESENTATIONS AND WARRANTIES:Lessee represents and wanants to Lessor that as of the date hereof,and throughout the term of
the Lease: (a) Lessee is a political subdivision of the state or commonwealth in which it is located and is organized and existing under the
constitution and laws of such state or commonwealth; (b) Lessee has complied, and will comply, fully with all applicable laws, rules,
ordinances,and regulations governing open meetings,public bidding and appropriations required in connection with the Lease,the performance
of its obligations under the Lease and the acquisition and use of the Equipment; (c)the person(s) signing the Lease and any other documents
required to be delivered in connection with the Lease (collectively, the "Documents") have the authority to do so, are acting witb the full
authorization of Lessee's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d)the Documents
are and will remain valid, legal and binding Leases,and are and will remain enforceable against Lessee in accordance with their terms; and(e)
the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority
and will be used during the term of the Lease only by Lessee and only to perform such function. Lessee further represents and warrants to
Lessor that, as of the date each item of Equipment becomes subject to the Lease and any applicable schedule, it has funds available to pay all
Lease payments payable thereunder until the end of Lessee's then cunent fiscal year,and,in this regard and upon Lessor's request,Lessee shall
deliver in a form acceptable to Lessor a resolution enacted by Lessee's governing body,authorizing the appropriation of funds for the payment
of Lessee's obligations under the Lease during Lessee's then current fiscal year.
19.TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS:To the extent permitted by applicable law,Lessee agrees to take all
necessary and timely action during the Lease term to obtain and maintain funds appropriations sufficient to satisfy its payment obligations under
the Lease (the "Obligations"), including, without limitation, providing for the Obligations in each budget submitted to obtain applicable
appropriations, causing approval of such budget, and exhausting all available reviews and appeals if an appropriation sufficient to satisfy the
Obligations is not made.Notwithstanding anything to the contrary provided in the Lease,if Lessee does not appropriate funds sufficient to make
all payments due during any fiscal year under the Lease and Lessee does not otherwise have funds available to lawfully pay the Lease payments
a"Non-Appropriation Event"),and provided Lessee is not in default of any of Lessee's obligations under this Lease as of the effective date of
such termination, Lessee may terminate this Lease effective as of the end of Lessee's last funded fiscal year ("Termination Date") without
liability for future payments ar the early termination charge under this Lease, if any, by giving at least 60 days' prior written notice of
termination("Termination Notice")to Lessor. If Lessee terminates the Lease prior to the expiration of the end of the original term of this Lease
as permitted under the terms of this Lease or as set forth herein or in any schedule,Lessee shall(i)on or before the Termination Date,return the
Equipment subject to the terminated Lease in accordance with the return requirements set fortb in this Lease, (ii) provide in the Termination
Notice a certification of a responsible officia] that a Non-Appropriation Event has occurred, (iii)deliver to Lessor,upon request by Lessor, an
opinion of Lessee's counsel (addressed to Lessor) verifying that the Non-Appropriation Event as set forth in the Termination Notice has
occuned,and(iv)pay Lessor all sums payable to Lessor under this Lease up to and including the Termination Date. Lessee acknowledges and
agrees that, in the event of the termination of this Lease and the return of the Equipment as provided for herein, Lessee shall have no interest
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whatsoever in the Equipment or proceeds thereof and Lessor shall be entitled to retain for its own account the proceeds resulting from any
disposition or re-leasing of the Equipment along with any advance rentals,security deposits or other sums previously paid by Lessee pursuant to
the terms of the Lease.
20.DELIVERY OF CERTAIN DOCUMENTS AND RELATED REOUIREMENTS: Lessee will execute or provide, as requested by Lessor,
annual budget and financial information and such other documents and information, including an opinion of Lessee's counsel as to the validity
and enforceability of this Lease, as are reasonably necessary with respect to the transaction contemplated by this Lease. If Lessee is a
Registered Organization" (as such term is defined in the UCC), then Lessee will: (i)upon request of Lessor,provide copies of its applicable
registered organization documents;and(ii)not change its legal name or its chief executive office or state of organization,without,in each case,
giving Lessor at least 30 days'prior written notice of any such event.
21.EXCESS USAGE AND SUPPLEMENTAL RENTALS (APPLICABLE TO TURF CARE AND MAINTENANCE EOUIPMENT
ONLY1: At the end of the original term of the Lease, Lessee shall remit to Lessor$5.00 per hour on each piece of Equipment that has hourly
use in excess of the maximum hours as indicated above. Lessee shall remit such amounts within ten(10)days of Lessor's written demand. The
hours of use of a particular item of Equipment shall be determined by the hour meter attached to said Equipment, provided that such meter
remains operable and accurate. If any such hour meter becomes inoperable or inaccurate, Lessee shall immediately repair or replace same, and
shall immediately notify Lessor in writing of such event and of the correct hours of usage of such Equipment during the period of time the hour
meter was inoperable or inaccurate. Lessee shall promptly furnish Lessor such information as Lessor may reasonably request from time to time
in order to document the hours of usage of the Equipment. If this Lease terminates or is cancelled prior to the end of the original term of the
Lease, then the Maximum Hours specified above shall be reduced pro rata based on the number of months remaining in the current year or
original term of the Lease,as applicable.
22.LESSEE WAIVERS: To the extent permitted by law,Lessee waives all rights and remedies against Lessor provided by Article 2A or Article 9
of the UCC or other applicable law,including but not limited to any right which requires Lessor to sell,lease,or otherwise use any Equipment to
reduce Lessor's damages or which may otherwise limit or modify any of Lessar's rights or remedies. Any action against Lessor for any default,
including breach of wananty or indemnity, must be started within one (I) 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 the Equipment.
23.GENERAL: This Lease and any related documents may,in I,essor's sole discretion,be delivered and/or reproduced by facsimile,optical scanning
or other electronic means("e-copy"),and such e-copy ar a printed version thereof shall be enforceable as an original and admissible as such in any
court or other proceeding. If Lessor permit Lessee to deliver this Agreement or any related document to Lessor via facsimile or other electronic
means, Lessee shall deliver to Lessor, promptly on request, such document bearing Lessee's original "wet ink" signature; provided that neither
delivery nor failure to deliver the document bearing Lessee's original "wet ink"signature shall limit or modify the representations and agreements
set forth above.To the extent this Lease is"chattel paper,"a security or ownership interest may only be created herein by transfer to or by Lessor
of such signed counterpart. 'This Lease shall inure to the benefit of and is binding upon the parties and their heirs, personal representatives,
successors,and assigns. This Lease represents the entire agreement between the parties, superseding all prior or contemporaneous negotiations,
discussions,understandings, or agreements pertaining to the subject matter hereoE This Lease shall not be modified without Lessor's written
consent. If any provision of this Lease is deemed unenforceable, then such provision shall be deemed deleted and all other provisions of this
Lease shall remain in full force and effect. Any written notice hereunder shall be deemed given when delivered personally, deposited with a
nationally recognized overnight courier (with all fees pre-paid), delivered via facsimile or e-mail (with confirmation of transmission), or
deposited in the United States mails, certified or registered mail, addressed to recipient at its address set forth above or such other address as
may be substituted therefor by notice given pursuant to the terms hereo£ Leseee hereby agrees that Lessor, including its vendors, service
providers, partners, affiliates successors and assigns, may contact Lessee at any telephone number provided to Lessor, by placing voice
telephone calls(including use of automatic telephone dialing systems or prerecorded voice messaging)or, in the case of wireless telephones or
other wireless devices,by sending e-mail or automated(SMS)text messages. Lessee authorizes,and represents that all Lessee's principals have
authorized,Lessor to obtain such credit bureau reports and make such other credit inquiries with respect to Lessee and such principals as Lessor
deems appropriate throughout the term of this Lease.On written request,Lessor will identify any reporting agency used for such a report.Lessee
agrees that Lessor may receive from and disclose to other persons, including credit reporting agencies,VGM and Associates and its affiliates,
and respective equipment vendors and suppliers, information about Lessee's accounts and credit experience. Lessee hereby authorizes any
person to release to Lessor credit experience and account information relating to Lessee. Lessor complies with Sections 326 of the USA
PATRIOT Act. This law mandates that Lessor verify certain information about Lessee while processing account applications. This Lease shall
not be deemed terminated until Lessee has fulfilled all obligations herein.Time is of the essence for all purposes of this Lease.
ADDITIONAL TERMS AND CONDITIONS
Lessee acknowledges having read the terms and conditions printed above, and unconditionally agrees to same. Lessee requests that Lessor
countersign this Lease and requests and hereby authorizes Lessor to pay the Equipment vendor/manufacturer.
Lessor:
TCF Equipment Finance,a division of TCF
By. Operations-T.C.National Bank r'
r
Village of Oak Brook dba Oak Brook Golf Gopal G.Lalmalani„Lessee:
Club By' ' Village President
TffiS LEASE IS NOT BINDING UNTIL ACCEPTED BY LESSOR
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ce
I:i\IO\1)i t I i A Professional Corporation Stewart H.Diamond
140 South Dearbom 5treet,Suite 600 sdiamondQancelglink.com
7 Chicago,IL 60603 P)312.604.9109
1 R 1 F I I I I f I l; www.ancelglinkcom F)312.782.0943
OPINION OF COUNSEL
Date: January 15,2018
Lessee: Village of Oak Brook dba Oak Brook Golf Club
1200 Oak Brook Road
Oak Brook, Illinois 60523
Lessor: TCF Equipment Finance, a division of TCF National Bank
1111 West San Marnan Drive, Suite A2 West
Waterloo,Iowa 50701-8926
Re; Contract 008-0736237-100,dated as of December 21,2017,by and between
Village of Oak Brook dba Oak Brook Golf Club and Lessor
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the contract described above(the
Lease") and various related matters, and in this capacity have reviewed a duplicate
original or certified copy of the Lease and exhibit thereto. Based upon the examination
of these and such other documents as I deem relevant, it is my opinion that:
1. Lessee is a public corporarion and political subdivision of the State of Illinois
the"State")duly organized,existing and operating under the Constitution and
laws of the State. The full,true and correct legal name of Lessee is Village of
Oak Brook.
2. The Uniform Commercial Code,as adopted in the State(the"UCC"),and no
other statute of the State, governs the creation,perfection,priority or
enforcement of a security interest created by Lessee.
3. Lessee is authorized and has power under State Iaw to enter into the Lease,and
to carry out its obligations thereunder and the transactions contemplated
thereby.
4. The Lease and the other documents described above have been duly authorized,
approved,executed and delivered by and on behalf of Lessee, and the Lease is a
valid and binding contract of Lessee enforceable in accordance with its terms,
except to the extent limited by State and Federal laws affecting remedies and by
bankruptcy,reorganization or other laws of general application relating to or
affecting the enforcement of creditors' rights.
CHICAGO • VERNON HILLS • NAPERVILLE • CRYSTAL LAKE • BLOOMINGTON
ANCEL,GLINK,DIAMOND,BUSH,DICIANNI&KRAFTHEFER,P.C.
January 15,2018
Page 2
5. The authorization, approval and execution of the Lease and all other
proceedings of Lessee relating to the transactions contemplated thereby have
been performed in accordance with a11 open meeting laws,public bidding laws
and all other applicable State and Federallaws.
6. The execution of the Lease and the appropriation of moneys to pay the
payments coming due under the Lease do not result in the violation of any
constitutional,sta.tutory or other limitation relating to the manner,form or
amount of indebtedness which may be incurred by Lessee.
7. There is no litigation, action, suit,or proceeding pending or before any court,
administrative agency, arbitrator or governmental body,that challenges the
organization or existence of Lessee;the authoriTy of the organization or
existence of Lessee;the authority of its officers;the proper authorization,
approval and execution of the Lease and the other documents described above;
the appropriation of monies to make Rental Payments under the Lease for the
current fiscal year, or the ability of Lessee otherwise to perform its obligations
under the Lease and the transactions contemplated thereby.
This opinion of counsel may be relied upon by Lessor and its successors and assigns.
Sincerely,
Diamond
d— l", .
4846-3658-0698,v. 1
CHICAGO • VERNON HILLS • NAPERVILLE • CRYSTAL LAKE • BLOOMINGTON
RESOLUTION 2018-SGGOL-R-1692
A RE50LUTION APPROViNG TN WAIVER OF COMPETITIVE BlDDING
ND AUTHORIZING THE EXECUTIGN O PURCHASE GRDER AND LEASE AGREEMENT
BY AND BETWEEN THE V(LLAGE C.F QAK BROOK AIVD E-Z-GO TEXTRON, INC.
IN REGARp TQ THE REPLACEMENT O' UTILITY AND G LF CARTS
WHEREAS; the Village's utility and golf cart fleet("Fteet")used by the Oak Brook Goff Course was
iast replaced in 2012; and
WHEREAS, on behalf of its members, tha National Intergovernmental Purchasing Alliance
NIPA"}already canducted the bid procsss for Golf Cart Replacement and E-Z-Go Textron of Lake Zurich,
Illinois ("E-Z-Go")was selected as the successful bidder; and
WHEREAS, E-Z-Go has provided the Fleet in the past and staff has been satisfied with the Fleet;
and
WHEREAS, because NIPA has selected E-Z-Go, and the Viliage is a member of NIPA, Village staff
has recommended that the Village waive campetitive bidding and approve a Purchase (rder and six-year
Lease Agreement for E-Z-Go ta replace the Fieet; and
WHEREAS, the President and Board of Trustees, being fully advised in the premises, have
determined that it is in the best interests of the Village and its residents to so waive competitive bidding and
to approve the Purchase Order and Lease Agreement for the Fleet.
NOW THEREFORE, BE IT RESO VED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF QAK BROOK, DU PAGE AND COQK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of,
this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Waiver of Competitive BiddinQ Reguirements. The advertising and bidding
requirements far the purchase of the Fleet shall be,and they are hereby,waived in accordance with Section
1-7-4 of the Viliage Code.
Section 3: Approval of the Purchase order. The President and 8oard of Trustees hereby
approve the Purchase Order regarding the purchase of six utility carts by and between the Village and E-
Z-GO in an amount of$4Q,901.22 in a form acceptable to the Viliage Manager and Village Attorney.
Section 4: Approval of the Leas Aqreement. The President and Board of Trustees hereby
apprave the six-year Lease Agreement regarding the leasing of 70 galf carts by and between the Village
and E-Z-GO in an amount of$49,572.60 per year in a form acceptable to the Village Manager and Village
Attorney.
Section 5: Authorization and Execution of the Purchase Order and Lease Aqreement. The
Village President and Village Clerk shall be, and hereby are,authorized to execu#e the final Purchase Order
and Lease Agreement on behalf of the Viflage.
Section 6: Effective Date. This Resoiution shaii be in full force and effect upon passage and
approval in the r anner pravided by law.
Resalution 2018-SC-GOLF-R-1692
Golf Car Fl et Replacement
Page 2 of 3
APPROVED THIS 9'h day of January; 2018
f,'
Gppal G.'IFnalan'1
Village President
PASSED THIS 9'day of January, 2018
qy s; Trustees Baar, Cuevas, Manzo, Tiesenga, Yusu.f:
Nays: None
Absent: Trustee 5ai;yed
ATT ST:
a. ,-l . i.,, -
Charlotte K, Pruss
Viliage Glerk
Resoiution 201-SC-Gt7LF-R-1682
Golf Car Fleet Rep(acement
Page 3 af 3
EX fY A
LEA,SE AGREEMENT
i
tcf
equipmer t
finance
CERTIFICATE OF INCUMBENCY
LEASE NO.008-0736237-100
DATED AS OF December 21,2017
I, ( ' •S , do hereby certify that I am the duly elected or appointed and
acting Clerk/Secretary of Village of Oak Brook dba Oak Brook Golf Club (the °Lessee"), a political subdivision duly
organized and existing under the laws of the State of Illinois,and that,as of the date hereof,the individuals named below
are the duly elected or appointed officers of the Lessee holding the offices set forth op osite their respective names.
NAME TITLE SIGNATURE ,_..'
J
rc,.-----
r.e s t ..--
IN WITNESS WHEREOF,I have duly executed this certificate this day of 20
Signed.
Title: ,
NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some
other Officer of the Lessee should execute this document.
Muni_Lease_Incumbency v.0112.17 345314 SL 12/21/2017 1238 PM
1