Fire Pumper and PUC Lease Agreement CO3
Lease-Purchase Agreement
Between
Village of Oak Brook and
PNC Equipment Finance, LLC
Document Index
❑ Lease-Purchase Agreement—Sign and provide title on the last page
❑ Schedule A-1 to Lease-Purchase Agreement—Sign and title
❑ End of Lease Term Options Rider—Sign and title
❑ Resolution—The resolution must reflect the title(s)of the individual(s)who have authorization to sign the
documents.
❑ Incumbency Certificate—List your authorized signor(s)and title(s); have secretary or appropriate trustee
attest to the information and signature(s) provided by signing and printing his/her name, title and date.
The person who validates the signatures should not sign the lease documents. The resolution must
reflect the title(s)of the individual(s)who have authorization to sign the documents.
❑ Opinion of Counsel Letter — Enclosed is a template. Please ask your attorney to prepare on his/her
letterhead, and include all of the items in the template.
❑ Titled Vehicle Guidelines -The terms of your contract specify that the Lender be listed as the lienholder
and hold the original title during the term of the lease. Please refer to this document to guide you
through the transfer of title and vehicle registration process.
❑ Insurance Request Form—Fill in your insurer's information and sign. Please contact your insurer,prior
to delivery, to obtain a certificate of insurance. Please enclose the certificate with the signed
documentation or have the insurer fax the certificate directly to me.
❑ Four Party Agreement—Sign and title.
❑ Delivery &Acceptance Certificate—At point of delivery, fill out this form and fax it to me. Please return
the original via US Postal Service.
❑ Final Receipt of Certificate -At point of final delivery and acceptance, fill out this form and return the
original via US Postal Service.
❑ IRS FORM 8038-G Sign, date, and title
❑ Minutes of Governing Body(approving the purchase&finance of equipment)—Please return a copy with
the documents.
❑ Invoice for advance payment—please send your check in the amount of 1, made payable to PNC
Equipment Finance, LLC.
Sales Tax Exemption Certificate—On File.
❑ Sales Contract or Purchase Order—On File.
E05
LEASE-PURCHASE AGREEMENT 98993679-1
("Turn-In" Lease for Pierce Equipment)
Dated as of December 18,2020
Lessee Name: Village of Oak Brook
Lessee Street Address: 1200 Oak Brood Road. Oak Brook, IL 60523
1. EQUIPMENT LEASE. Subject to the terms of this Lease, Lessee leases the Equipment from PNC
Equipment Finance, LLC ("Lessor"). This Lease's term ("Lease Term") begins on the date Lessor designates
below(the"Acceptance Date")and, unless terminated early as expressly provided herein, continues until Lessee
fully pays and performs all of its obligations hereunder.
2. CERTAIN DEFINITIONS. All terms defined herein apply equally to both the singular and plural form of such
terms. (a)"Equipment" means the property described in the Schedule, together with all attachments, additions,
accessions, improvements, replacements and substitutions thereto. (b)"Lien" means any security interest, lien,
mortgage, encumbrance, attachment levy, other judicial process or claim of any nature whatsoever by or of any
person. (c) "Lease" means this Lease-Purchase Agreement, together with the Schedule and the exhibits,
schedules and addenda attached hereto and thereto and made a part hereof. (d)"Schedule"means the Schedule
A-1 executed by Lessee and Lessor that is attached to this Lease.
3. RENT PAYMENTS. Lessee will pay to Lessor the rent payments as set forth in the Schedule ("Rent
Payments"). Part of each Rent Payment represents the payment of interest as set forth in the Schedule. Lessee's
obligation to pay Rent Payments,including interest therein,accrues as of the Accrual Date stated in the Schedule.
Rent Payments will be paid in U.S. dollars,without notice or demand, at Lessor's office(or such other place as
Lessor designates from time to time in writing). EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5 THE
OBLIGATION TO PAY RENT PAYMENTS IS ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND IS
NOT SUBJECT TO ANY SETOFF,DEFENSE,COUNTERCLAIM,ABATEMENT OR RECOUPMENT FOR ANY
REASON. If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand
as a late charge 5%of such overdue amount, limited, however,to the maximum legal amount.
4. ACCEPTANCE; FUNDING CONDITIONS. (a)As between Lessee and Lessor. Lessee agrees that(1)
Lessee has received and inspected all Equipment: (ii) all Equipment Is In good working order and
complies with all purchase orders, contracts and specifications: (111) Lessee accepts all Equipment for
purposgs of this Lease "as-is,where-is": and (ivl Lessee waives any right to revoke its acceptance. (b)
Lessor has no obligation to pay the Purchase Price of the Equipment as stated in the Schedule (the"Purchase
Price") unless all reasonable conditions established by Lessor ("Funding Conditions") have been satisfied,
including, without limitation, the following: (i) Lessee has signed and delivered the Schedule; (ii) no Event of
Default shall have occurred and be continuing; (iii)no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings (collectively, the "Code"); (iv) no
material adverse change shall have occurred in the Lessee's financial condition or any supplier of the Equipment;
(v) all representations of Lessee herein remain true, accurate and complete; and (vi) Lessor has received all of
the following documents,which shall be reasonably satisfactory, in form and substance, to Lessor: (A)evidence
of required insurance coverage; (B) an opinion of Lessee's counsel; (C) reasonably detailed invoices for the
Equipment; (D) Uniform Commercial Code (UCC) financing statements; (E) copies of resolutions by Lessee's
governing body duly authorizing this Lease and incumbency certificates for the person(s) who have signed this
Lease; (F) such documents and certificates relating to the tax-exempt interest payable hereunder (including,
without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (G) such other documents and
information previously identified by Lessor or otherwise reasonably requested by Lessor. Lessee authorizes
Pierce Manufacturing Inc.("Manufacturer")or its dealer to complete the manufacturer's statement of origin(MSO)
and/or the certificate of title (COT) relating to the Equipment with Lessor's first sole Lien noted thereon and to
deliver such MSO or COT directly to Lessor.
5. TERMINATION FOR NON-APPROPRIATION. (a) Lessee represents and warrants: that it has
appropriated and budgeted the funds to make all Rent Payments for the remainder of the fiscal year in which the
Lease Term commences and that it currently intends to make Rent Payments for the full Lease Term if funds are
appropriated for the Rent Payments in each succeeding fiscal year. Without contractually committing itself to do
so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can, and will
lawfully be,appropriated therefor. Lessee directs the person in charge of Its budget requests to include the Rent
Payments payable during each fiscal year in the budget request presented to Lessee's governing body for such
fiscal year;provided,that Lessee's governing body retains authority to approve or reject any such budget request.
All Rent Payments shall be payable out of the general funds of Lessee or out of other legally appropriated funds.
The Lease will not be a general obligation of Lessee and shall not constitute a pledge of either Lessee's full faith
and credit or of Lessee's taxing power. (b) If Lessee's governing body fails to appropriate sufficient funds in any
fiscal year for Rent Payments or other payments due hereunder and if other funds are not legally appropriated for
such payments, a "Non-Appropriation Event" will be deemed to have occurred. If a Non-Appropriation Event
occurs, then: (1) Lessee shall give Lessor immediate notice of such Non-Appropriation Event; (ii) on the Return
Date, Lessee shall return to Lessor all of the Equipment, at Lessee's sole expense, in accordance with Section
18; and (c)the Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall
pay all Rent Payments and other amounts payable under the Lease for which funds shall have been appropriated,
provided further,that Lessee shall pay month-to-month rent at the rate set forth in the Schedule for each month
that Lessee fails to so return the Equipment. "Return Date" means the last day of the fiscal year for which
appropriations were made for the Rent Payments due hereunder.
6. NO WARRANTY BY LESSOR. Lessor hereby assigns to Lessee any assignable manufacturer's or
supplier's warranties. Lessor authorizes Lessee to obtain the customary services fumished in connection with
such warranties at Lessee's sole expense. The Equipment Is sold"AS IS". LESSEE ACKNOWLEDGES THAT
LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT THE
MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED UPON
LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR
AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY. LESSEE
AGREES THAT REGARDLESS OF CAUSE,LESSOR IS NOT RESPONSIBLE FOR,AND LESSEE WILL NOT
MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT,
SPECIAL OR INDIRECT INCURRED BY LESSEE IN CONNECTION WITH THE EQUIPMENT OR THIS LEASE-
PURCHASE AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS ANY
AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. Lessee agrees that (a) all
Equipment will have been purchased in accordance with Lessee's specifications from manufacturer's and
suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for
the delivery or installation of any Equipment,(c)Lessor assumes no obligation with respect to any manufacturer's
or supplier's product warranties or guaranties, (d) no manufacturer or supplier or any representative of either is
an agent of Lessor, (e)any warranty,representation,or agreement made by any manufacturer or supplier or any
representative thereof shall not be binding upon Lessor, and (f) Lessor is paying the Purchase Price solely in
connection with this Lease.
7. TITLE;SECURITY INTEREST. (a)Title to the Equipment is vested in Lessee, subject to Lessor's security
interest therein and all of Lessor's other rights hereunder including,without limitation, Sections 5, 18, and 19. (b)
As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest
in the Equipment(now existing or hereafter acquired)and any and all proceeds thereof. Lessee agrees to execute
and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without
limitation, UCC financing statements. (c) "Secured Obligations" means Lessee's obligations to pay all Rent
Payments and all other amounts due and payable hereunder and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising)of Lessee hereunder.
(b)As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security
interest in the Equipment(now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees
to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest,including,
without limitation, UCC financing statements. (c) "Secured Obligations" means Lessee's obligations to pay all
Rent Payments and all other amounts due and payable hereunder and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising)of Lessee hereunder.
8. MAINTENANCE;OPERATION. At its sole expense, Lessee will:(a)repair and maintain the Equipment in
good condition and working order in accordance with manufacturer's instructions; (b) supply and install all
replacement parts or other devices when required to so maintain the Equipment or when required by applicable
law or regulation,which parts or devices shall automatically become part of the Equipment;(c)use all Equipment
in a careful manner in the normal course of its operations and only for the purposes for which it was designed in
accordance with the manufacturer's warranty requirements; and (d)comply with all laws and regulations relating
to the Equipment. Lessor will not provide any maintenance or other service for any Equipment. Lessee will not
make any alterations,additions or improvements("Improvements")to any Equipment without Lessors prior written
consent unless the Improvements may be readily removed without damage to the operation,value or utility of the
Equipment, but any such Improvements not removed prior to this Lease's termination shall automatically become
part of the Equipment.
9. LOCATION; INSPECTION. The Equipment will not be removed from, or if the Equipment is rolling stock,
its permanent base will not be changed from, the location specified in the Schedule (the "Location") without
Lessors prior written consent which will not be unreasonably withheld. The Equipment is, and will remain,
personal property and will not be deemed to be affixed or attached to real estate or any building. Upon reasonable
notice, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment.
10. LIENS;SUBLEASES;TAXES. (a)Lessee will keep all Equipment free and clear of all Liens except those
Liens created hereunder. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other
than Lessee or Lessee's employees. (b) Lessee will pay when due all Taxes which may now or hereafter be
imposed upon any Equipment or its ownership,leasing,rental,sale,purchase,possession or use, upon the Lease
or upon any Rent Payments or any other payments due under the Lease. If Lessee fails to pay such Taxes when
due, Lessor has the right, but not the obligation,to pay such Taxes. If Lessor pays any such Taxes, Lessee will,
upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties,
assessments or other governmental charges that are not based on the net income of Lessor, whether they are
assessed to or payable by Lessee or Lessor, including, without limitation (1) sales, use, excise, licensing,
registration, titling, gross receipts, stamp and personal property taxes, and (ii) interest, penalties or fines on any
of the foregoing.
11. RISK OF LOSS. (a) Lessee bears the entire risk of loss,theft, damage or destruction of the Equipment in
whole or in part from any reason whatsoever("Casualty Loss'). No Casualty Loss to any Equipment shall relieve
Lessee from the obligation to make any Rent Payments or to perform any other obligation hereunder. Proceeds
of any insurance recovery will be applied to Lessee's obligations under this Section 11. If a Casualty Loss occurs
to any Equipment,Lessee shall immediately notify Lessor,and Lessee shall,unless otherwise directed by Lessor,
immediately repair the same. (b) If Lessor determines that any item of Equipment has suffered a Casualty Loss
beyond repair ("Lost Equipment"), Lessee shall either (i) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessors Liens), in
which event such replacement equipment shall automatically be Equipment hereunder,and deliver to Lessor true
and complete copies of the invoice or bill of sale covering the replacement equipment; or(ii)on the earlier of 60
days after the Casualty Loss or the next scheduled Rent Payment date, pay Lessor (A) all amounts owed by
Lessee hereunder, including the Rent Payments due on or accrued through such date plus(B)an amount equal
to the Termination Value as of the Rent Payment date (or if the Casualty Loss payment is due between Rent
Payment dates,then as of the Rent Payment date preceding the date that the Casualty Loss payment is due)set
forth in the Schedule. If Lessee is making such payment with respect to less than all of the Equipment, Lessor
will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee
with respect to the Lost Equipment and a revised Schedule. (c)To the extent not prohibited by State law, Lessee
shall bear the risk of loss for,shall pay directly,and shall defend against any and all claims,liabilities,proceedings,
actions, expenses (including reasonable attorney's fees), damages or losses arising under or related to any
Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These
obligations of Lessee shall survive any expiration or termination of this Lease. Lessee shall not bear the risk of
loss of,nor pay for,any claims, liabilities,proceedings, actions,expenses(including attorney's fees),damages or
losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in
accordance with the terms hereof or which arise directly from Lessor's gross negligence or willful misconduct.
12. INSURANCE. (a) Lessee at its sole expense shall at all times keep all Equipment insured against all
Casualty Losses in an amount not less than the Equipment's Termination Value. Proceeds of insurance covering
damage or loss of any Equipment shall be payable to Lessor as loss payee. (b)The Total Sale Price as set forth
on the Schedule does not include the payment of any premium for any liability insurance coverage for bodily injury
and/or property damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its
sole expense shall at all times carry public liability and third party properly damage insurance in amounts
reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage
to property of others relating in any way to any Equipment. Proceeds of such public liability or property insurance
shall be payable first to Lessor as additional insured to the extent of its liability and then to Lessee. All insurers
will be reasonably satisfactory to Lessor. Lessee will promptly deliver to Lessor satisfactory evidence of required
insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer
give Lessor at least 30 days prior written notice of any such cancellation of such policy and will require that
Lessor's interests remain insured regardless of any act,error, misrepresentation, omission or neglect of Lessee.
The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may
be maintained by Lessor.
13. PURCHASE OPTION. Upon 60 days prior written notice by Lessee to Lessor and if no Event of Default
then exists, Lessee may purchase the Equipment on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Schedule for such date. Upon satisfaction by Lessee of the foregoing purchase conditions, Lessor shall release ,
its Lien on the Equipment and Lessee shall retain its title to such Equipment "AS-IS, WHERE-IS', without
representation or warranty by Lessor, express or implied, except for a representation that the Equipment is free
and clear of any Liens created by Lessor.
14. REPRESENTATIONS AND WARRANTIES, Lessee represents and warrants that: (a) Lessee has full
power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease,
and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and is a legal, valid and binding obligation of
Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization,
execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations
(including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable
judgments and court orders; (d)the execution, delivery and performance by Lessee of its obligations hereunder
will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected; (e)there is no pending, or
to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect
on Lessee's ability to perform its obligations under the Lease; and(f) Lessee is a state, or a political subdivision
thereof, as referred to in Section 103 of the Code, and Lessee's obligation hereunder constitutes an enforceable
obligation issued on behalf of a state or a political subdivision thereof.
15 TAX COVENANTS. Lessee covenants that it: (a)shall comply with all of the requirements of
Sections 149(a)and 149(e)of the Code, as they may be amended from time to time, including, but not limited
to,executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be,and any other
information statements reasonably requested by Lessor, (b)shall not do(or cause to be done)any act which will
cause,or by omission of any act allow,the Lease to be an"arbitrage bond"within the meaning of Section 148(a)
of the Code or the Lease to be a"private activity bond"within the meaning of Section 141(a)of the Code;and
(c)shall not do(or cause to be done)any act which will cause, or by omission of any act allow,the interest
portion of any Rent Payments to be or become includable in gross income for federal income taxation purposes
under the Code. (d)If Lessor either(i)receives notice, in any form,from the IRS;or(ii) reasonably determines,
based on an opinion of independent tax counsel selected by Lessor and approved by Lessee,which approval
Lessee shall not unreasonably withhold,that Lessor may not exclude the interest component of any Rent
Payment under a Tax-Exempt Lease from federal gross income because Lessee breached a covenant
contained herein,then Lessee shall pay to Lessor,within thirty(30)days after Lessor notifies Lessee of such
determination,the amount which,with respect to Rent Payments previously paid and taking into account all
penalties,fines, interest and additions to tax(including all federal, state and local taxes imposed on the interest
component of all Rent Payments under such Tax-Exempt Lease due through the date of such event)that are
imposed on Lessor as a result of the loss of the exclusion,will restore to Lessor the same after-tax yield on the
transaction evidenced by such Tax-Exempt Lease(assuming tax at the highest marginal corporate tax rate)that
it would have realized had the exclusion not been lost. Additionally, Lessee agrees that upon the occurrence of
such an event with respect to a Tax-Exempt Lease, it shall pay additional rent to Lessor on each succeeding
Rent Payment due date in such amount as will maintain such after-tax yield to Lessor. Lessor's determination
of the amount necessary to maintain its after-tax yield as provided in this subsection(b)shall be conclusive
(absent manifest error). Notwithstanding anything in a Tax-Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b)shall be made only from Legally Available Funds.
16. ASSIGNMENT. (a) Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor
otherwise dispose of, this Lease or any Equipment or any interest in this Lease or Equipment. (b) Lessor may
assign its rights, title and interest in and to this Lease or any Equipment, and/or may grant or assign a security
interest in this Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lien
holder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE WILL NOT
ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS,
RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR.
Unless Lessee agrees otherwise in writing,any such assignment transaction shall not release Lessor from any of
Lessor's obligations under this Lease. An assignment or reassignment of any of Lessor's rights, title or interest
in the Lease or its Equipment will be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. For purposes of Section 149 of the
Code, Lessee hereby appoints Lessor(or Lessor's designee)as the book entry and registration agent to keep a
complete record of any and all assignments of this Lease. Lessee agrees to acknowledge in writing any such
assignments if so requested. (c)Subject to the foregoing,this Lease inures to the benefit of and is binding upon
the heirs, executors, administrators, successors and assigns of the parties hereto.
17. EVENTS OF DEFAULT. 'Event of Default"means the occurrence of any one or more of the following: (a)
Lessee fails to make any Rent Payment (or any other payment) as it becomes due hereunder, and any such
failure continues for 10 days after the due date thereof; (b) Lessee fails to perform any of its obligations under
Sections 10(a), 12, or 16(a); (c) Lessee fails to perform or observe any other condition or agreement to be
performed or observed by it hereunder and such failure is not cured within 30 days after receipt of Lessor's written
notice thereof, (d) any statement, representation or warranty made by Lessee herein or in any writing delivered
by Lessee in connection therewith proves at any time to have been false or misleading in any material respect as
of the time when made;(e)Lessee applies for,or consents to,the appointment of a receiver,trustee, conservator
or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under
any federal or state bankruptcy, insolvency or similar law,or a petition in a proceeding under any federal or state
bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within 60 days thereafter; or(f1
Lessee shall be in default under any other lease or under any other financing agreement executed at any time
with Lessor.
18 REMEDIES. (a) If any Event of Default occurs, Lessor may, at its option, do one or more of the following;
(i) require Lessee to pay all amounts then currently due hereunder and all remaining Rent Payments to become
due hereunder, together with interest on such amounts at the rate of 12% per annum (but not to exceed the
highest rate permitted by applicable law)from the date of Lessor's demand for such payment; (ii)require Lessee
to promptly return all Equipment to Lessor in the manner set forth in Section 19, (iii) enter upon the premises
where any Equipment is located and repossess such Equipment without demand or notice,without any court order
or other process of law and without liability for any damage occasioned by such repossession; (iv)sell, lease or
otherwise dispose of any Equipment,in whole or in part,in one or more public or private transactions,and if Lessor
so disposes of any Equipment, Lessor will retain the entire proceeds of such disposition free of any claims of
Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable
Termination Value plus the amounts payable by Lessee under this Section's clauses(a)(i)and(a)(vii),then such
excess amount shall be remitted by Lessor to Lessee; (v)terminate, cancel or rescind this Lease as to any and
all Equipment; (vi)exercise any other right,remedy or privilege which may be available to Lessor under applicable
law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under the
Lease; and/or(vii) require Lessee to pay all of Lessor's out-of-pocket costs and expenses incurred as a result
(directly or indirectly) of the Event of Default and/or of Lessor's actions under this Section, including, without
limitation,any attorney fees and expenses and any costs related to the repossession,safekeeping,storage,repair,
reconditioning or disposition of any Equipment. (b) None of the above remedies is exclusive, but each is
cumulative and in addition to any other available remedy. Exercise of one or more remedies will not preclude its
exercise of any other remedy. No delay or failure in exercising any remedy hereunder shall operate as a waiver
thereof nor as an acquiescence in any default. No single or partial exercise of any remedy precludes any other
exercise thereof or the exercise of any other remedy.
19. EQUIPMENT RETURN. If Lessor is entitled to obtain possession of any Equipment under the provisions
of this Lease or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall
vest in Lessor immediately upon Lessor's notice thereof to Lessee, and(b)Lessee shall,at its sole expense and
risk,immediately de-install,disassemble,pack,crate,insure and return the Equipment to Lessor(all in accordance
with applicable industry standards) at any location in the continental United States selected by Lessor. The
Equipment shall be in the same condition as when Lessee received it (except reasonable wear, tear and
depreciation resulting from normal and proper use); shall be in good operating order and maintenance as required
hereunder; shall be free and clear of any Liens (except Lessor's Lien); and shall comply with all applicable laws
and regulations. Until the Equipment is returned as required above,this Lease shall remain in full force including,
without limitation, the obligations to pay Rent Payments and to insure the Equipment. Lessee will execute and
deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of the Equipment's legal
and beneficial title to Lessor and to evidence the termination of Lessee's interest in the Equipment.
20. LAW GOVERNING. Each lease shall be governed by the laws of the state of the lessee(The
"State").
21. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. As soon as they are available after
their completion in each fiscal year of Lessee during the Lease Term, Lessee will deliver to Lessor upon Lessor's
request the publicly available annual financial information of Lessee. Lessee shall indemnify, hold harmless and,
if Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers and agents against all
Claims directly or indirectly arising out of or connected with (a) the manufacture, installation, use, lease,
possession or delivery of the Equipment,(b)any defects in the Equipment,any wrongful act or omission of Lessee,
or its employees and agents,or(c)any claims of alleged breach by Lessee of this Lease-Purchase Agreement or
any related document. "Claims"means all losses, liabilities, damages, penalties, expenses (including attorney's
fees and costs),claims,actions and suits,whether in contract,tort or otherwise. Lessee hereby appoints Lessor
its true and lawful attomey-in-fact(with full power of substitution)to(i) prepare any instrument, certificate of title
or financing statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment,to sign
Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper location(s);
and (ii) make claims for, receive payment of, and execute and endorse all documents, checks or drafts for loss,
theft, damage or destruction to the Equipment under any insurance.
22. MISCELLANEOUS. (a)All section headings in the Lease are for reference only and do not define or limit
the scope of any provision hereof. (b)This Lease may be executed in several counterparts,each of which shall
be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of this Lease will
be marked "Lessor's Original". All other counterparts will be deemed duplicates. An assignment of, or security
interest in, this Lease may be created through transfer and possession only of the counterpart marked"Lessor's
Original". (c) This Lease constitutes the entire agreement between the parties with respect to the lease of the
Equipment. This Lease shall not be modified or amended except with the written consent of Lessee and Lessor.
Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition
without invalidating the remainder of the Lease. (d)All notices to be given hereunder shall be in writing and either
personally delivered or mailed by regular or certified mail or sent by an overnight courier delivery company to the
other party at its address set forth herein or at such address as the party may provide in writing from time to time.
Any such notices shall be deemed to have been received 5 days after mailing if sent by regular or certified mail,
or on the next business day if sent by overnight courier,or on the day of delivery if delivered personally.
23.ANTI-MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each advance of
proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of this Master Lease
or any Lease, and at all times until this Master Lease and each Lease has been terminated and all amounts
thereunder have been indefeasibly paid in full,that: (a)no Covered Entity (i) is a Sanctioned Person; (ii)has any
of its assets in a Sanctioned Country or in the possession,custody or control of a Sanctioned Person;or(iii)does
business in or with,or derives any of its operating income from investments in or transactions with,any Sanctioned
Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance
Authority; (b)the proceeds of any Lease will not be used to fund any operations in, finance any investments or
activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law,
regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay any Lease are
not derived from any unlawful activity; and(d) each Covered Entity is in compliance with, and no Covered Entity
engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to
any Anti-Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon the
occurrence of a Reportable Compliance Event.
As used herein: "Anti-Terrorism Laws" means any laws relating to terrorism, trade sanctions programs
and embargoes,import/export licensing,money laundering,or bribery,all as amended,supplemented or replaced
from time to time; "Compliance Authority" means each and all of the (a) U.S. Treasury DepartmenUOffice of
Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State
Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and
Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g)U.S. Securities and Exchange
Commission;"Covered Entity"means Lessee, its affiliates and subsidiaries,all guarantors, pledgors of collateral,
all owners of the foregoing, and all brokers or other agents of Lessee acting in any capacity in connection with
this Master Lease or any Lease; "Reportable Compliance Event" means that any Covered Entity becomes a
Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from
regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any
Anti-Terrorism Law,or self-discovers facts or circumstances implicating any aspect of its operations with the actual
or possible violation of any Anti-Terrorism Law; "Sanctioned Country" means a country subject to a sanctions
program maintained by any Compliance Authority;and"Sanctioned Person'means any individual person,group,
regime,entity or thing listed or otherwise recognized as a specially designated,prohibited,sanctioned or debarred
person or entity,or subject to any limitations or prohibitions(including but not limited to the blocking of property or
rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or
specially designated under, any sanctions program maintained by any Compliance Authority.
24. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain,verify and record information that identifies each lessee that opens an account. What
this means: when Lessee opens an account, Lessor will ask for the business name, business address, taxpayer
identifying number and other information that will allow Lessor to identify Lessee,such as organizational documents.
For some businesses and organizations, Lessor may also need to ask for identifying information and documentation
relating to certain individuals associated with the business or organization.
25. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty tractor
understands that when using a heavy-duty tractor to pull a 53-foot or longer box-type trailer on a highway within
California, the heavy-duty tractor must be compliant with sections 95300-95312. title 17. California Code of
Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty tractor is compliant. The
regulations may require this heavy-duty tractor to have tow-rolling-resistance tires that are U.S. Environmental
Protection Agency(U.S. EPA)SmartWay Verified Technologies prior to current or future use in California,or may
entirely prohibit use of this tractor in California if it is a model year 2011 or later tractor and is not a U.S. EPA
SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is a trailer,the Lessee of this box-type trailer understands
that when using a heavy-duty tractor to pull a 53-foot or longer box-type trailer on a highway within California,the
box-type trailer must be compliant with sections 95300-95312.title 17. California Code of Regulations,and that it
is the responsibility of the Lessee to ensure this box-type trailer is compliant. The regulations may require this
trailer to have low-rolling-resistance tires and aerodynamic technologies that are U.S. Environmental Protection
Agency SmartWay Verified Technologies prior to current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee from
modifying the trailer,at Lessee's cost,to be compliant with the requirements of the California Heavy-Duty Vehicle
Greenhouse Gas Emission Reduction Regulation.
26. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s)to Lessor, now
or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact Lessee regarding Lessee
account(s) with Lessor or its affiliates, whether such accounts are Lessee individual accounts or business
accounts for which Lessee is a contact, at such numbers using any means, including but not limited to placing
calls using an automated dialing system to cell, VoIP or other wireless phone number, or leaving prerecorded
messages or sending text messages, even if charges may be incurred for the calls or text messages. Lessee
consents that any phone call with Lessor may be monitored or recorded by Lessor.
OPTIONS AT END OF LEASE TERM. At the end of the Lease Term, Lessee shall have the options set forth in
the End-Of-Lease Term Options Rider that is attached to and made a part of the Lease if and only if said End-
Of-Lease Term Options Rider has been executed by Lessee, Lessor and Manufacturer or Manufacturer's
designee.
Vi PNC Eauinment FinameLLC
rLessor-)
1200 Oak Brood oad 155 East Broad Street,B4-8230-05-7
Oak Brock,IL 80523 Columbus,OH 45215
E28
SCHEDULE A-1 TO LEASE-PURCHASE AGREEMENT
This Schedule A-1, (the"Schedule") is attached and made a part of the Lease-Purchase Agreement No.
98993679-1,together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee
and Lessor(the"Lease"). Unless otherwise defined herein,capitalized terms will have the same meaning ascribed
to them in the Lease. To the extent that there is any conflict between the terms of the Lease and this Schedule,
the terms of this Schedule shall control.
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment"means all of the property described in this
Schedule and all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto.
2. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full
Lease Term:to use the Equipment;to continue this Lease;and(if applicable)to make Rent Payments if funds are
appropriated in each fiscal year by its governing body.
3. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE-PURCHASE
AGREEMENT AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3)OF
THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS
QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT
CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT
OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
4. EQUIPMENT LOCATION&DESCRIPTION.
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
DuPage County
(1)2021 Pierce Enforcer Pumper VIN#
(1)2021 Pierce Enforcer 110'Platform VI N#
5. LEASE PAYMENT SCHEDULE.
(a) Accrual Date: December 18.2020
(b) Amount Financed:
Equipment Purchase Price $2,183,116.00
Purchase Price Deductions $0.00
Prepay Discounts $52,770.00
Trade In $0.00
iii. Total Amount Financed(Cash Sale Price minus $2.130,346.00
Purchase Price Deductions)
(c) Payment Schedule:
Accrual Date: December 18.2020
Rent Payment Rent Payment Rent Payment Interest Termination
Number Date Amount Portion Principal Portion Value
1 1/18/2022 302,058.48 56,101.21 245,957.27 no call
2 1/18/2023 302,058.48 45,602.21 256,456.27 no call
3 1/18/2024 302,058.48 39,395.97 262,662.51 1,406,228.05
4 1/18/2025 302,058.48 33,039.53 269,018.95 1,129,138.53
5 1/18/2026 302,058.48 26,529.27 275,529.21 845,343.44
6 1/18/2027 302,058.48 19,861.47 282,197.01 554,680.52
7 1/18/2028 551,557.07 13,032.29 538,524.78 1.00
Vili
` ("Lessor')
Michael castaldo III Direct 331.212.8703
Attorney mcastaldo3@ottosenlaw.com
FORM OF OPINION OF COUNSEL
Date: December 18,2020
Lessee: Village of Oak Brook
Lessor: PNC Equipment Finance, LLC
Re: Lease-purchase Agreement No. 98993679-1 dated December 18, 2020, by and
between the above-named Lessee and the above-named Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Lease-Purchase
Agreement and all other agreements described above or related thereto (collectively, the
"Agreements")and various related matters, and in this capacity have reviewed a duplicate original
or certified copy of the Agreements and such other documents as I have deemed necessary for
the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of Illinois(the"State')duly organized,existing
and operating under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements,
and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized,
approved, and executed by and on behalf of Lessee, and each of the Agreements is a
valid and binding contract of Lessee enforceable in accordance with its terms, except to
the extent limited by State and Federal law affecting creditor's remedies and by
bankruptcy, reorganization or other laws of general application relating to or affecting the
enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings
of Lessee relating to the transactions contemplated thereby have been performed in
accordance with all applicable Local, State and Federal laws(including open meeting laws
and public bidding and property acquisition laws).
Form of Opinion of Counsel
December 18, 2020
Page 2
5. To the best of my knowledge,there is no litigation or proceeding pending before any court,
administrative agency or governmental body, that challenges: the organization or
existence of Lessee; the authority of its officers; the proper authorization; approval and
execution of any of the Agreements or any documents relating thereto; the appropriation
of monies to make payments under the Agreements for the current fiscal year;or the ability
of Lessee otherwise to perform its obligations under the Agreements and the transactions
contemplated thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
OTTOSEN DINOLFO CASTALDO,LTD.
Michael Castald
101
INSURANCE COVERAGE DISCLOSURE
PNC Equipment Finance, LLC, LESSOR
Village of Oak Brook, LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease-Purchase Agreement, Lessee certifies that it has instructed the
insurance agent named below(please fill in name,address, and telephone number):
2
014D
e -+a..j', �L I -07)_JG Z7
issue: 108-569 - 02 -0
a.All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
naming PNC Equipment Finance, LLC and/or its assigns as Loss Payee.
Coverage Required:Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Equipment Finance,
LLC and/or its assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 per occurrence
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to PNC Equipment Finance, LLC,995 Dalton Ave,
Cincinnati, OH 45203; prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Lease-Purchase Agreement, Lessee represents and warrants, in addition to other
matters under the Lease-Purchase Agreement, that it is lawfully self-insured for: (check to indicate
coverage)
a.All risk, physical damage in the amount specified in 1(a)above.
b. Public liability for not less than the amounts specified in 1(b)above.
Lessee has attached a signed letter describing self-insurance.
LESS
By: , Title:
INSURANCE INFORMATION
Please provide the following information to your insurance company to help expedite
receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• PNC Equipment Finance, LLC must be named Lender Loss Payee and
Additional Insured
• 30 Days' Notice of Cancellation
• Not Less than $2,000,000.00 limits on liability
• Certificate must reflect a short equipment description
• Certificate must reflect an expiration date
Certificate Holder Information:
PNC Equipment Finance, LLC, its successors and/or all assigns
995 Dalton Ave.
Cincinnati OH 45203
Please send an email copy of certificate to Cheryl Kennedy at
cheryl.kennedy@pnc.com
The original should be mailed to the same at:
PNC Equipment Finance, LLC
995 Dalton Ave.
Cincinnati OH 45203
Please call Cheryl Kennedy at 1-800-820-9041, ext. 4, if you have any questions.
E25
*ACTION REQUIRED*
G PNC
EQUIPMENT FINANCE
December 18, 2020
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
RE: Master Lease-Purchase Agreement December 18. 2020, ("Agreement'), Request for Lease
Schedule No. 98993679-1 ("Lease") by and between Village of Oak Brook ("Lessee') and PNC
EQUIPMENT FINANCE, LLC("Lender~).
Dear Mr. Patchin:
Thank you for choosing PNC Equipment Finance,LLC for your financing needs. Please refer to
the second page,to guide you through the transfer of title and vehicle registration process.
As the Lessee, it is your responsibility that all titled equipment show evidence of Lender, as first
and only lienholder on the title, per the contract terms. As Lender, PNC Equipment Finance, LLC
agrees to give the Borrower 45 days, from the vehicle delivery date to have the titles processed
with the respective titling agency with Lender,as>rrst and only lienholder.
We appreciate your business and are available to help you navigate the process. If you have any
questions,you may call 855-531-1727 or email your questions to: PNCEFCollateralldl nc.com.
Very truly yours,
PNC EQUIPMENT FINANCE,LLC
Cheryl Kennedy-Lopez
Commercial Transaction Coordinator
E25
*ACTION REQUIRED*
YOUR NEXT STEP
CUSTOMER'S RESPONSIBILITY TO TITLE AND REGISTER
FINANCED EQUIPMENT TO SECURE LOAN
FOR OUR LESSEESBORROWERS
If the Lessee/Borrower is completing title work and/or registration:
• The vendor or prior vehicle owner will provide you with a completed MSO/MCO or Title and
Title Application. The Lessee/Borrower is responsible for all additional costs/fees
associated with titling and registration. Such payments are not built in to your Lease/l-oan.
FOR VENDORS OR PRIOR VEHICLE OWNERS
Proof of Origination/Ownership
• Please provide PNC Equipment Finance, LLC with a copy of the FRONT side of the
MSO/MCO or Current Title and Title Application.
If the Vendor or Prior Owner is completing title work and/or registration:
• PNC Equipment Finance, LLC must receive a copy of the Title Application and reverse
side of the Tdle/MSO/MCO showing Lessee/Borrower as Owner and PNC Equipment
Finance, LLC as Lienholder prior to releasing funds.
TITLE INFORMATION
New title listing PNC Equipment Finance,LLC should appear as follows(unless otherwise
stated in vourLease/Loan agreement):
• Owner: Lessee/Borrower
• Lienholder: "PNC Equipment Finance, LLC'
Original TitlesiMSO/MCO
• All Original Titles(or Lien Statements,when applicable)listing LesseeBorrower as Owner
and PNC Equipment Finance, LLC as Lienholder must be mailed to PNC Equipment
Finance,LLC within 45 days of registration. PNC Equipment Finance,LLC will retain all
titles subject to the terms of the Lease/Loan. An exception to this would be if your contract
states that PNC Equipment Finance, LLC be named as the "Owner' of the titled
equipment, i.e. TRAC lease.
Mall Title/MSO/MCO(s)to the following address:
• PNC Equipment Finance, LLC
995 Dalton Avenue
Cincinnati, OH 45203
Attn: Collateral Department
• For questions, please call our Client Care Department at 855-531-1727 or email
PNC EFCollateralftonc.com
E05
END-OF-LEASE TERM OPTIONS RIDER
(Including"Turn In"Option)
Lease-Purchase Agreement Number 98993679-1 Dated December 18.2020
Lessee: Village of Oak Brook
Balloon Rent Payment: $551,557.07(Payable at the End of the Lease Term)
Reference is made to the above Lease-Purchase Agreement together with its Schedule A-1 and
all related agreements('Lease')between PNC Equipment Finance, LLC ('Lessor")and the above Lessee
('Lessee'). Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same
meaning when used herein. Lessee and Lessor agree that this Rider is attached to and made a part of the
Lease.
1. THREE OPTIONS AT THE END OF THE LEASE TERM. At the end of the Lease Term, Lessee shall
have the following three options(provided,that If Lessee fails to furnish the advance written notice as
required In paragraphs 3 or 4 below,then Lessee shall automatically be obligated to pay in full the
amounts set forth In paragraph 2 below): (i) Lessee may pay the Balloon Rent Payment and all other
amounts set forth in paragraph 2 below; or(ii)subject to the requirements of paragraph 3 below, Lessee
may tum in the Equipment to Pierce Manufacturing Inc.("Pierce')and Lessee shall agree to acquire a new
fire truck supplied by Pierce or Pierce's designated dealer;or(iii)subject to the requirements of paragraph
4 below, Lessee may re-finance the Balloon Rent Payment.
2. BALLOON RENT PAYMENT. Unless Lessee has made an effective and timely election under
paragraphs 3 or 4 below,at the end of the Lease Term, Lessee shall pay Lessor the Balloon Rent Payment
together with all other unpaid Rent Payments and all other amounts then due and payable by Lessee under
the Lease and thereafter the Lease shall terminate in accordance with Section 13 of the Lease. 'Balloon
Rent Payment'means the amount set forth above as the Balloon Rent Payment. Lessee expressly agrees
that if it fails to furnish the advance written notice as required in paragraphs 3 or 4 below,then Lessee shall
automatically be obligated to pay to Lessor in full the amounts set forth in this paragraph 2.
3. "TURN-IN" OPTION WITH RETURN & MAINTENANCE REQUIREMENTS. If and only if Lessee
sends written notice to Lessor and Pierce that Lessee elects to exercise Lessee's rights under this
paragraph 3 at least 18 months(but no more than 24 months)before the end of the Lease Term,then
Lessee agrees for the benefit of both Lessor and Pierce that: (a) Lessee shall return the Equipment to
Pierce in accordance with subparagraphs 3.1 and 3.2 below;(b)Lessee shall enter into a binding contract
with Pierce (or Pierce's designated dealer) to acquire a Replacement Fire Truck in accordance with
subparagraph 3.4 below; and (c) Lessee shall pay in full all amounts set forth in subparagraphs 3.1, 3.2
and 3.3 below. If and only if(i)Lessee complies in full with all of the requirements of this paragraph 3,then
Lessee shall not be obligated to pay Lessor the Balloon Rent Payment at the end of the Lease Term.
Lessee acknowledges that Pierce is the intended third party beneficiary of the terms and conditions of this
paragraph 3, and Lessee agrees that Pierce,directly in its own name and for its own benefit,may demand
performance of and enforce any or all of Lessee's obligations as set forth in this paragraph 3
3.1 If Lessee has made an effective and timely election under the above terms of this paragraph
3, then at the end of the Lease Term, Lessee shall return the Equipment to Pierce at a location selected
by Pierce and Lessee agrees for the benefit of both Lessor and Pierce that the Equipment shall comply
with the following return and maintenance conditions on such date, all as determined by Pierce in its sole
discretion: (1) during the Lease Term, Lessee shall have properly maintained the Equipment, including,
without limitation, all oil supplies, lubrication, brake and hydraulic fluids, refrigeration fluids, filters and
pollution control devices of the Equipment; (2) all paint shall be in normal condition without excessive
scratches, dents and chips,all graphics must be professionally removed so that the exterior is in"trade-in'
condition,and any paint or body repair exceeding$500.00 shall be completed at Lessee's expense;(3)all
electrical components shall be fully operational and shall pass the Pierce QSD113 electrical test (or its
reasonable equivalent as determined by Pierce); (4)all pumps must pass NFPA standard 1911 third-party
certification(or its reasonable equivalent as determined by Pierce); (5)engines shall perform according to
original equipment manufacturer(OEM)specifications without excessive fluid leaks or blow by(as specked
in the owner's manual or its equivalent);(6)the transmissions shall shift properly at rated bads and speeds
and the mechanical drivelines, differentials and final drives shall be in good condition without leaks or
excessive vibration;(7)air conditioning units shall be fully functional and cooling to their rated capacity;(8)
all environmental equipment shall be fully functional;(9)the engine and exhaust systems shall conform to
all federal and state emissions standards; (10) replacement parts installed on the Equipment shall have
been supplied by approved OEM suppliers; (11) all brakes shall have at least 50%remaining useful life;
(12)each tire shall have at least 50%remaining useful life, shall be of original size and rated capacity and
shall not have any material damage,and any tire not satisfying said standards shall be replaced at lessee's
expense;(13)frame and structural members must be structurally sound and without breaks or cracks;(14)
glass shall not be cracked or broken;(15)batteries must hold their rated charge for 72 hours;(16)any cost
to repair damage to the chassis interior(including seat surfaces, headliners, door panels,dash and radio
equipment mounting)exceeding$500.00 shall be paid by Lessee; (17)aerials must pass NFPA standard
1914 third-party certification(or its reasonable equivalent as determined by Pierce);(18)any cost exceeding
$1,000.00 in total to repair physical damage to hose bed areas,cross lays,compartment interiors and tread
plate surfaces shall be paid by Lessee; (19)all gauges and meters shall be fully operational; (20) Lessee
shall pay all out-of-pocket costs incurred by Pierce or its agent to transport the Equipment to the location
specked by Pierce and to insure the Equipment during such transportation; and (21) Lessee shall have
maintained the Equipment in compliance with Section 8 of the Lease.
3.2 At the time of Lessee's return of the Equipment to Pierce,(a)Lessee shall provide a historical
record of all maintenance and repairs of the Equipment and periodic lubrication analyses done during the
Lease Term in order to verify Lessee's compliance with the foregoing return and maintenance conditions,
and (b) Lessee shall transfer good title to the Equipment free and clear of all Liens to PNC Equipment
Finance, LLC (or its designee) and deliver a Certificate of Title and such other documents as PNC
Equipment Finance, LLC reasonably requests in connection with such transfer of title. Within 20 days of
Lessee's return of the Equipment, Pierce and/or its authorized agents will conduct a comprehensive road
test,take lubrication testing samples from the engine,transmission and differential(and such lubricant tests
must show no contaminants or excessive metal particles) and conduct other tests in order to determine
whether the Equipment complies with the foregoing return and maintenance requirements and Lessee shall
pay all costs and expenses necessary to make the Equipment comply with the foregoing return and
maintenance requirements. All sums due under this paragraph 3 shall be paid to Pierce promptly upon
Pierce's written demand and if said sums are not so paid by Lessee within 10 days from the demand date,
Lessee shall pay Pierce on demand as a late charge 5%of such overdue amount, limited,however,to the
maximum legal amount.
3.3 If Lessee intends to exercise its rights under this paragraph 3 and if at the time of Lessee's
return of the Equipment to Pierce at the end of the Lease Term the mileage recorded on the Equipment's
odometer is greater than the Maximum Mileage noted below, then Lessee shall pay to Pierce an excess
usage fee amount equal to the Excess Usage Fee stated below for each mile in excess of the Maximum
Mileage stated below:
Maximum Mileage at the End of the Lease Term:70.000 miles
Excess Usage Fee: $21.83 per mile
3.4 No later than 18 months before the end of the Lease Term, Lessee shall have entered into a
binding written contract with Pierce or Pierce's designated dealer(which contract remains in effect at all
relevant times)to acquire a new fire truck(a"Replacement Fire Truck')from Pierce or Pierce's
designated dealer;provided,that(a)the terms and conditions of said contract shall be reasonably
satisfactory to Pierce or Pierce's designated dealer,and(b)the acquisition cost of the Replacement Fire
Truck shall not be less than the Balloon Rent Payment;and the acquisition shall be financed by PNC
Equipment Finance, LLC.
3.5 After careful consideration of the Lessor's Cost of the Equipment,of the length of the Lease
Term, of the physical,technical and performance characteristics of the Equipment,of the anticipated
obsolescence of and Lessee's intended use of the Equipment,and of all other relevant factors, Lessee
represents and warrants to Lessor and Pierce that Lessee has no current fixed intention to exercise its
option under this paragraph 3.
3.6 If Pierce determines that the"tum4n"conditions set forth herein have not been satisfied by
Lessee,then the"tum4n'option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be
obligated to pay to PNC Equipment Finance, LLC in full the amounts set forth in paragraph 2 above.
4. RE-FINANCE OPTION. If and only if Lessee sends written notice to Lessor that Lessee elects to
exercise Lessee's rights under this paragraph 4 at least 3 months(but no more than 6 months)before
the end of the Lease Term, then Lessor agrees to re-finance the Balloon Rent Payment with Lessee so
long as all of the following conditions are satisfied in full: (a)Lessor in its sole discretion approves in writing
the extension of credit to Lessee in connection with said re-financing; (b)the interest rate and term of the
re-financing shall be mutually acceptable to Lessor and Lessee(provided,that if for any reason Lessor and
Lessee fail to agree on the interest rate and term for the re-financing,then Lessor shall have no obligation
to re-finance the Balloon Rent Payment);(c)Lessee shall execute and deliver to Lessor such agreements
as Lessor reasonably requires for such re-financing including, but not limited to, (i)an amendment of the
Lease and its Schedule to reflect the terms of the re-financing approved by Lessor,(ii)no Event of Default
under the Lease shall have occurred and be continuing;(III)no material adverse change shall have occurred
in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings(collectively,
the"Code'); (iv) all representations of Lessee in the Lease remain true, accurate and complete; and (v)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance,to Lessor(A)evidence of required insurance coverage;(B)an opinion of Lessee's counsel;(C)
copies of resolutions by Lessee's governing body authorizing the re-financing of the Lease and incumbency
certificates for the person(s)who will sign the required documents for the re-financing;(D)such documents
and certificates relating to the tax-exempt interest payable in connection with the re-financing (including,
without limitation,IRS Form 8038G or 8038GC)as Lessor may request;and(E)such other documents and
information as are reasonably requested by Lessor.
Vill
("Lessor")
Pierce Manufacturing Inc.,solely for the purposes of
adcrtowledpirtp the Balloon Rent Payment and Its status as
Third-Parry beneficiary tender certain temis of this Agreement.
By:
Tide:
E05
END-OF-LEASE TERM OPTIONS RIDER
(Including"Turn In"Option)
Lease-Purchase Agreement Number 98993679-1 Dated December 18,2020
Lessee: Village of Oak Brook
Balloon Rent Payment: $551,557.07(Payable at the End of the Lease Term)
Reference is made to the above Lease-Purchase Agreement together with its Schedule A-1 and
all related agreements("Lease") between PNC Equipment Finance, LLC("Lessor")and the above Lessee
("Lessee"). Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same
meaning when used herein. Lessee and Lessor agree that this Rider is attached to and made a part of the
Lease.
1. THREE OPTIONS AT THE END OF THE LEASE TERM. At the end of the Lease Term, Lessee shall
have the following three options(provided,that if Lessee fails to furnish the advance written notice as
required in paragraphs 3 or 4 below,then Lessee shall automatically be obligated to pay in full the
amounts set forth in paragraph 2 below): (i) Lessee may pay the Balloon Rent Payment and all other
amounts set forth in paragraph 2 below; or(ii)subject to the requirements of paragraph 3 below, Lessee
may tum in the Equipment to Pierce Manufacturing Inc.('Pierce')and Lessee shall agree to acquire a new
fire truck supplied by Pierce or Pierce's designated dealer;or(iii)subject to the requirements of paragraph
4 below, Lessee may re-finance the Balloon Rent Payment.
2. BALLOON RENT PAYMENT. Unless Lessee has made an effective and timely election under
paragraphs 3 or 4 below,at the end of the Lease Term,Lessee shall pay Lessor the Balloon Rent Payment
together with all other unpaid Rent Payments and all other amounts then due and payable by Lessee under
the Lease and thereafter the Lease shall terminate in accordance with Section 13 of the Lease. "Balloon
Rent Payment"means the amount set forth above as the Balloon Rent Payment. Lessee expressly agrees
that if it fails to furnish the advance written notice as required in paragraphs 3 or 4 below,then Lessee shall
automatically be obligated to pay to Lessor in full the amounts set forth in this paragraph 2.
3. "TURN-IN" OPTION WITH RETURN & MAINTENANCE REQUIREMENTS. If and only if Lessee
sends written notice to Lessor and Pierce that Lessee elects to exercise Lessee's rights under this
paragraph 3 at least 18 months(but no more than 24 months)before the end of the Lease Term,then
Lessee agrees for the benefit of both Lessor and Pierce that: (a) Lessee shall return the Equipment to
Pierce in accordance with subparagraphs 3.1 and 3.2 below;(b)Lessee shall enter into a binding contract
with Pierce (or Pierce's designated dealer) to acquire a Replacement Fire Truck in accordance with
subparagraph 3.4 below; and (c) Lessee shall pay in full all amounts set forth in subparagraphs 3.1, 3.2
and 3.3 below. If and only if(i)Lessee complies in full with all of the requirements of this paragraph 3,then
Lessee shall not be obligated to pay Lessor the Balloon Rent Payment at the end of the Lease Term.
Lessee acknowledges that Pierce is the intended third party beneficiary of the terms and conditions of this
paragraph 3,and Lessee agrees that Pierce,directly in its own name and for its own benefit,may demand
performance of and enforce any or all of Lessee's obligations as set forth in this paragraph 3
3.1 If Lessee has made an effective and timely election under the above terms of this paragraph
3,then at the end of the Lease Term, Lessee shall return the Equipment to Pierce at a location selected
by Pierce and Lessee agrees for the benefit of both Lessor and Pierce that the Equipment shall comply
with the following return and maintenance conditions on such date, all as determined by Pierce in its sole
discretion: (1) during the Lease Term, Lessee shall have properly maintained the Equipment, including,
without limitation, all oil supplies, lubrication, brake and hydraulic fluids, refrigeration fluids, filters and
pollution control devices of the Equipment; (2) all paint shall be in normal condition without excessive
scratches,dents and chips,all graphics must be professionally removed so that the exterior is in"trade-in"
condition,and any paint or body repair exceeding$500.00 shall be completed at Lessee's expense; (3)all
electrical components shall be fully operational and shall pass the Pierce QSD113 electrical test (or its
reasonable equivalent as determined by Pierce); (4)all pumps must pass NFPA standard 1911 third-party
certification(or its reasonable equivalent as determined by Pierce); (5)engines shall perform according to
original equipment manufacturer(OEM)specifications without excessive fluid leaks or blow by(as specked
in the owner's manual or its equivalent);(6)the transmissions shall shift properly at rated loads and speeds
and the mechanical drivelines, differentials and final drives shall be in good condition without leaks or
excessive vibration; (7)air conditioning units shall be fully functional and cooling to their rated capacity; (8)
all environmental equipment shall be fully functional; (9)the engine and exhaust systems shall conform to
all federal and state emissions standards; (10) replacement parts installed on the Equipment shall have
been supplied by approved OEM suppliers; (11) all brakes shall have at least 50% remaining useful life;
(12)each tire shall have at least 50%remaining useful life,shall be of original size and rated capacity and
shall not have any material damage,and any tire not satisfying said standards shall be replaced at Lessee's
expense;(13)frame and structural members must be structurally sound and without breaks or cracks;(14)
glass shall not be cracked or broken;(15)batteries must hold their rated charge for 72 hours;(16)any cost
to repair damage to the chassis interior(including seat surfaces, headliners, door panels, dash and radio
equipment mounting) exceeding $500.00 shall be paid by Lessee; (17)aerials must pass NFPA standard
1914 third-party certification(or its reasonable equivalent as determined by Pierce);(18)any cost exceeding
$1,000.00 in total to repair physical damage to hose bed areas,cross lays,compartment interiors and tread
plate surfaces shall be paid by Lessee; (19) all gauges and meters shall be fully operational; (20) Lessee
shall pay all out-of-pocket costs incurred by Pierce or its agent to transport the Equipment to the location
specified by Pierce and to insure the Equipment during such transportation; and (21) Lessee shall have
maintained the Equipment in compliance with Section 8 of the Lease.
3.2 At the time of Lessee's return of the Equipment to Pierce,(a)Lessee shall provide a historical
record of all maintenance and repairs of the Equipment and periodic lubrication analyses done during the
Lease Term in order to verify Lessee's compliance with the foregoing return and maintenance conditions,
and (b) Lessee shall transfer good title to the Equipment free and clear of all Liens to PNC Equipment
Finance, LLC (or its designee) and deliver a Certificate of Title and such other documents as PNC
Equipment Finance, LLC reasonably requests in connection with such transfer of title. Within 20 days of
Lessee's return of the Equipment, Pierce and/or its authorized agents will conduct a comprehensive road
test,take lubrication testing samples from the engine,transmission and differential(and such lubricant tests
must show no contaminants or excessive metal particles) and conduct other tests in order to determine
whether the Equipment complies with the foregoing return and maintenance requirements and Lessee shall
pay all costs and expenses necessary to make the Equipment comply with the foregoing return and
maintenance requirements. All sums due under this paragraph 3 shall be paid to Pierce promptly upon
Pierce's written demand and if said sums are not so paid by Lessee within 10 days from the demand date,
Lessee shall pay Pierce on demand as a late charge 5%of such overdue amount, limited, however,to the
maximum legal amount.
3.3 If Lessee intends to exercise its rights under this paragraph 3 and if at the time of Lessee's
return of the Equipment to Pierce at the end of the Lease Term the mileage recorded on the Equipment's
odometer is greater than the Maximum Mileage noted below, then Lessee shall pay to Pierce an excess
usage fee amount equal to the Excess Usage Fee stated below for each mile in excess of the Maximum
Mileage stated below:
Maximum Mileage at the End of the Lease Term:70.000 miles
Excess Usage Fee: $21.83 per mile
3.4 No later than 18 months before the end of the Lease Term, Lessee shall have entered into a
binding written contract with Pierce or Pierce's designated dealer(which contract remains in effect at all
relevant times)to acquire a new fire truck(a"Replacement Fire Truck")from Pierce or Pierce's
designated dealer;provided,that(a)the terms and conditions of said contract shall be reasonably
satisfactory to Pierce or Pierce's designated dealer,and(b)the acquisition cost of the Replacement Fire
Truck shall not be less than the Balloon Rent Payment;and the acquisition shall be financed by PNC
Equipment Finance, LLC.
3.5 After careful consideration of the Lessor's Cost of the Equipment,of the length of the Lease
Term,of the physical,technical and performance characteristics of the Equipment,of the anticipated
obsolescence of and Lessee's intended use of the Equipment, and of all other relevant factors, Lessee
represents and warrants to Lessor and Pierce that Lessee has no current fixed intention to exercise its
option under this paragraph 3.
3.6 If Pierce determines that the'turn-in'conditions set forth herein have not been satisfied by
Lessee, then the'tum-in'option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be
obligated to pay to PNC Equipment Finance, LLC in full the amounts set forth in paragraph 2 above.
4. RE-FINANCE OPTION. If and only if Lessee sends written notice to Lessor that Lessee elects to
exercise Lessee's rights under this paragraph 4 at least 3 montlts(but no more than 6 months)before
the end of the Lease Term, then Lessor agrees to re-finance the Balloon Rent Payment with Lessee so
long as all of the following conditions are satisfied in full: (a)Lessor in its sole discretion approves in writing
the extension of credit to Lessee in connection with said re-financing; (b)the interest rate and term of the
re-financing shall be mutually acceptable to Lessor and Lessee(provided,that if for any reason Lessor and
Lessee fail to agree on the interest rate and term for the re-financing,then Lessor shall have no obligation
to re-finance the Balloon Rent Payment); (c)Lessee shall execute and deliver to Lessor such agreements
as Lessor reasonably requires for such re-financing including, but not limited to, (i)an amendment of the
Lease and its Schedule to reflect the terms of the re-financing approved by Lessor,(n)no Event of Default
under the Lease shall have occurred and be continuing;(Iii)no material adverse change shall have occurred
in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings(collectively,
the'Code'); (iv) all representations of Lessee in the Lease remain true, accurate and complete; and (v)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance,to Lessor(A)evidence of required insurance coverage;(B)an opinion of Lessee's counsel;(C)
copies of resolutions by Lessee's governing body authorizing the re-financing of the Lease and incumbency
certificates for the person(s)who will sign the required documents for the re-financing;(D)such documents
and certificates relating to the tax-exempt interest payable in connection with the re-financing (including,
without limitation,IRS Form 8038G or 8038GC)as Lessor may request;and(E)such other documents and
information as are reasonably requested by Lessor.
Village of Oak Brook PNC Equipment Finance. LLC
(Lessee Name) ('Lessor-)
By: By:
Title: Title:
Pierce Manufacturing Inc.,coley for the purposes of
acknowledging the Balloon Rent Payment and Its status as
Thi
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Title:
F-24
RESOLUTION
Municipality/Lessee: Village of Oak Brook
Principal Amount Expected To Be Financed: $2.130.346.00
WHEREAS, the Municipality is a political subdivision of the State in which Municipality is located (the
"State")and is duly organized and existing pursuant to the Constitution and laws of the State.
WHEREAS, pursuant to applicable law, the governing body of the Municipality ("Governing Body") is
authorized to acquire, dispose of and encumber real and personal property, including, without limitation,
rights and interest in property, leases and easements necessary to the functions or operations of the
Municipality.
WHEREAS, the Governing Body hereby finds and determines that the execution of one or more Lease-
Purchase Agreements ('Leases") in the principal amount not exceeding the amount stated above for the
purpose of acquiring the property("Equipment')to be described in the Leases is appropriate and necessary
to the functions and operations of the Municipality.
WHEREAS, PNC Equipment Finance,LLC("Lessor")shall act as Lessor under said Leases.
NOW,THEREFORE, Be It Ordained
t Ibyy the Governing Body of the
`Municipality:
Section 1. Either one of the YJ L a t1 g.0 OR r J I I Q4Q�fV S 1�(each an
"Authorized Representative')acting on alf of the Mu cipality, is hereby authorized to negotiate,enter
into,execute,and deliver one or more Leases in substantially the form set forth in the document presently
before the Governing Body, which document is available for public inspection at the office of the
Municipality. Each Authorized Representative acting on behalf of the Municipality is hereby authorized to
negotiate, enter into, execute, and deliver such other documents relating to the Lease as the Authorized
Representative deems necessary and appropriate. All other related contracts and agreements necessary
and incidental to the Leases are hereby authorized.
Section 2. By a written instrument signed by any Authorized Representative, said Authorized
Representative may designate specifically identified officers or employees of the Municipality to execute
and deliver agreements and documents relating to the Leases on behalf of the Municipality.
Section 3. The aggregate original principal amount of the Leases shall not exceed the amount stated above
and shall bear interest as set forth in the Leases and the Leases shall contain such options to purchase by
the Municipality as set forth therein.
Section 4. The Municipality's obligations under the Leases shall be subject to annual appropriation or
renewal by the Governing Body as set forth in each Lease and the Municipality's obligations under the
Leases shall not constitute general obligations of the Municipality or indebtedness under the Constitution
or laws of the State.
Section 5. As to each Lease,the Municipality reasonably anticipates to issue not more than$10,000,000
of tax-exempt obligations (other than "private activity bonds' which are not "qualified 501(c)(3) bonds")
during the calendar year in which each such Lease is issued and hereby designates each Lease as a
qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as
amended.
Section 6. This resolution shall take effect,imm_ed1iately upon its adoption and approval.
ADOPTED AND APPROVED on this /YQf?�tTfJ 2020.
The undersigned Secretary/Clerk of the above-named Municipality hereby certifies and attests that the
undersigned has access to the official records of the Governing Body of the Municipality,that the foregoing
resolutions were duly adopted by said Governing Body of the Municipality at a meeting of said Governing
Body and that such resolutions have not been amended or altered and are in full force and effect on the
date stated below.
LESSEE: Villaae of Oak Brook vPGt (IF OA,&e
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Date:
E24
CERTIFICATE OF INCUMBENCY
Lessee: Village of Oak Brook
Lease Schedule No.: 98993679-1 Dated: December 18.2020
I,the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below,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 opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
�
Name Title Signature
Name Title Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee
as of the date set forth below.
Qf oq�e9
A
E28
FOUR PARTY AGREEMENT
Dated as of December 18,2020
Lessee means Village of Oak Brook
"Lease Schedule' means Lease Schedule No. 98993679-1 dated December 18. 2020, together with its
Schedule A-1.
'Pierce"means Pierce Manufacturing Inc.,the manufacturer of the Equipment.
"Supplier"means: MacQueen Eauiament, LLC
Reference is made to the Lease Schedule ('Lease Schedule') and to the Lease-Purchase
Agreement("Master Lease')identified in said Lease Schedule,described above between PNC Equipment
Finance,LLC("Lessor")and the Lessee identified above which relates to Equipment described in Schedule
A-1 to the Lease Schedule ("Equipment') to be manufactured by Pierce and supplied by Supplier, an
authorized dealer of Pierce fire equipment. For good and valuable consideration,receipt of which is hereby
acknowledged, Lessee, Lessor,Pierce and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule,Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been-accepted by Lessee
for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery and
Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said
Certificate.
2. All parties agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase
Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $2.183.116.00
Vendor Discounts: $52.770.00
Advance Payment Date: December 18,2020
3. Upon execution of the Lease Schedule and delivery of all documents required by Lessor, Lessee
agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the
balance of the Purchase Price(the'Amount Financed')stated below. Lessee agrees that the Lease Term
and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease Schedule
notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0�. Q
Amount Financed: $2.130.346.00
4. (a)Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date
set forth below.
Anticipated Delivery Date: December 18,2021
(b)Supplier anticipates that it shall deliver the Equipment to Lessee no later than the Outside Delivery
Date set forth below and that such Equipment shall comply with all specifications and requirements of
Lessee and with the terms and conditions of any purchase order/purchase agreement relating thereto.
Outside Delivery Date: February 18,2022
5. If for any reason whatsoever Supplier fails to deliver the Equipment to Lessee as set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the
"Delayed Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to
such Delayed Equipment,then Pierce hereby agrees as follows only for the Delayed Equipment:
(a) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent(1%)
per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date,Pierce shall pay to Lessor for the Delayed
Equipment the Amount Financed plus interest at the Prime Rate plus one percent(1%)per annum
from the Advance Payment Date to the date of such payment;and
(c) "Prime Rate' means the prime rate of interest as published from time to time in the Wail Street
Journal.
If there is more than one piece of Equipment subject to the Lease,and some of the Equipment is delivered
in accordance with subparagraph 4(b)of this Agreement,the payments owed pursuant to the Lease shall
be modified to reflect only the obligations due on the Equipment that was delivered pursuant to
subparagraph 4(b). The new payment obligation will be determined based on the amount financed for the
Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease
commencement.
6. If Pierce makes the payments described in paragraph 5 for the Delayed Equipment under the
circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the
Lease Schedule as of such payment date for the Delayed Equipment,then Lessee and Lessor agree that
the lease Schedule shall terminate as of the date of such payments by Pierce as to the Delayed Equipment
only. Lessee's obligations shall continue unabated for the Equipment that was delivered pursuant to
subparagraph 4(b). Pierce expressly agrees that the Lease Schedule Identified herein shall be a"Lease"
as such term is used in the Program Agreement,as amended,between Pierce and Lessor.
7. Supplier agrees that a performance bond(the'Performance Bond')will be issued which names Supplier
as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. The Performance Bond will
apply solely to the terrns and conditions of the purchase order/purchase agreement, including related
equipment specifications and warranties,as issued by the Lessee and accepted by Pierce. The"Contract
Date"referred to in the Performance Bond shall be the date of this Agreement.
8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this
Agreement as of the date first written above.
Ylia
19
Pierce Manufacturing Inc. MacQueen Eauioment. LLC
('Pierce') (*Supplier )
By: By:
Title: Title:
F-28
FOUR PARTY AGREEMENT
Dated as of December 18,2020
Lessee means Village of Oak Brook
"Lease Schedule" means Lease Schedule No. 98993679-1 dated December 18. 2020together with its
Schedule A-1.
"Pierce'means Pierce Manufacturing Inc.,the manufacturer of the Equipment.
"Supplier"means: MacQueen Eauiament, LLC
Reference is made to the Lease Schedule ("Lease Schedule") and to the Lease-Purchase
Agreement("Master Lease')identified in said Lease Schedule,described above between PNC Equipment
Finance,LLC("Lessor")and the Lessee identified above which relates to Equipment described in Schedule
A-1 to the Lease Schedule ("Equipment') to be manufactured by Pierce and supplied by Supplier, an
authorized dealer of Pierce fire equipment. For good and valuable consideration,receipt of which is hereby
acknowledged,Lessee,Lessor,Pierce and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule,Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee _
for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery and
Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said
Certificate.
2. All parties agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase
Price is paid on or before the Advance Payment Date set forth below.
Purchase Price: $2,183,116.00
Vendor Discounts: $52,770.00
Advance Payment Date: December 18,2020
3. Upon execution of the Lease Schedule and delivery of all documents required by Lessor, Lessee
agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the
balance of the Purchase Price(the"Amount Financed')stated below. Lessee agrees that the Lease Term
and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease Schedule
notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0_00
Amount Financed: $2,130.346.00
4. (a)Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date
set forth below.
Anticipated Delivery Date: December 18.2021
(b)Supplier anticipates that it shall deliver the Equipment to Lessee no later than the Outside Delivery
Date set forth below and that such Equipment shall comply with all specifications and requirements of
Lessee and with the terms and conditions of any purchase order/purchase agreement relating thereto.
Outside Delivery Date: February 18,2022
5. If for any reason whatsoever Supplier fails to deliver the Equipment to Lessee as set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the
"Delayed Equipment"),and the Lessee has not agreed to revise the Outside Delivery Date with respect to
such Delayed Equipment,then Pierce hereby agrees as follows only for the Delayed Equipment:
(a) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent(1%)
per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date,Pierce shall pay to Lessor for the Delayed
Equipment the Amount Financed plus interest at the Prime Rate plus one percent(1%)per annum
from the Advance Payment Date to the date of such payment,and
(c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street
Joumal.
If there is more than one piece of Equipment subject to the Lease,and some of the Equipment is delivered
in accordance with subparagraph 4(b)of this Agreement,the payments owed pursuant to the Lease shall
be modified to reflect only the obligations due on the Equipment that was delivered pursuant to
subparagraph 4(b). The new payment obligation will be determined based on the amount financed for the
Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease
commencement.
6. If Pierce makes the payments described in paragraph 5 for the Delayed Equipment under the
circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the
Lease Schedule as of such payment date for the Delayed Equipment,then Lessee and Lessor agree that
the Lease Schedule shall terminate as of the date of such payments by Pierce as to the Delayed Equipment
only. Lessee's obligations shall continue unabated for the Equipment that was delivered pursuant to
subparagraph 4(b). Pierce expressly agrees that the Lease Schedule identified herein shall be a'Lease'
as such term is used in the Program Agreement,as amended, between Pierce and Lessor.
7. Supplier agrees that a performance bond(the"Performance Bond')will be issued which names Supplier
as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. The Performance Bond will
apply solely to the terms and conditions of the purchase order/purchase agreement, including related
equipment specifications and warranties,as issued by the Lessee and accepted by Pierce. The*Contract
Date'referred to in the Performance Bond shall be the date of this Agreement.
8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this
Agreement as of the date first written above.
Village of Oak Brook PNC Equipment Finance,LLC
("Lessee') ("Lessor")
By: By:
Title: Title:
Pierce Manufacturing Inc. MacQueen Equipment. LLC
("
Title:
E28
FOUR PARTY AGREEMENT
Dated as of December 18,2020
Lessee means Village of Oak Brook
"Lease Schedule" means Lease Schedule No. 98993679-1 dated December 18. 2020, together with its
Schedule A-1.
"Pierce"means Pierce Manufacturing Inc.,the manufacturer of the Equipment.
"Supplier"means: MacQueen Equipment, LLC
Reference is made to the Lease Schedule ("Lease Schedule") and to the Lease-Purchase
Agreement("Master Lease")identified in said Lease Schedule,described above between PNC Equipment
Finance,LLC("Lessor")and the Lessee identified above which relates to Equipment described in Schedule
A-1 to the Lease Schedule ("Equipment") to be manufactured by Pierce and supplied by Supplier, an
authorized dealer of-Pierce fire equipment. For good and valuable consideration,receipt of which is hereby
acknowledged, Lessee, Lessor,Pierce and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule,Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee
for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery and
Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said
Certificate.
2. All parties agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase
Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $2,183.116.00
Vendor Discounts: $52.770.00
Advance Payment Date: December 18,2020
3. Upon execution of the Lease Schedule and delivery of all documents required by Lessor, Lessee
agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the
balance of the Purchase Price(the"Amount Financed")stated below. Lessee agrees that the Lease Term
and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease Schedule
notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $
Amount Financed: $2.130.346.00
4. (a)Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date
set forth below.
Anticipated Delivery Date: December 18,2021
(b)Supplier anticipates that it shall deliver the Equipment to Lessee no later than the Outside Delivery
Date set forth below and that such Equipment shall comply with all specifications and requirements of
Lessee and with the terms and conditions of any purchase order/purchase agreement relating thereto.
Outside Delivery Date: February 18,2022
5. If for any reason whatsoever Supplier fails to deliver the Equipment to Lessee as set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the
"Delayed Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to
such Delayed Equipment,then Pierce hereby agrees as follows only for the Delayed Equipment:
(a) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent(1%)
per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date,Pierce shall pay to Lessor for the Delayed
Equipment the Amount Financed plus interest at the Prime Rate plus one percent(1%)per annum
from the Advance Payment Date to the date of such payment;and
(c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street
Journal.
If there is more than one piece of Equipment subject to the Lease,and some of the Equipment is delivered
in accordance with subparagraph 4(b)of this Agreement,the payments owed pursuant to the Lease shall
be modified to reflect only the obligations due on the Equipment that was delivered pursuant to
subparagraph 4(b). The new payment obligation will be determined based on the amount financed for the
Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease
commencement.
6. If Pierce makes the payments described in paragraph 6 for the Delayed Equipment under the
circumstances set forth above and if Lessee has otherwise paid and performed Its obligations under the
Lease Schedule as of such payment date for the Delayed Equipment,then Lessee and Lessor agree that
the Lease Schedule shall terminate as of the date of such payments by Pierce as to the Delayed Equipment
only. Lessee's obligations shall continue unabated for the Equipment that was delivered pursuant to
subparagraph 4(b). Pierce expressly agrees that the Lease Schedule identified herein shall be a"Lease"
as such term is used in the Program Agreement,as amended, between Pierce and Lessor.
7. Supplier agrees that a performance bond(the"Performance Bond")will be issued which names Supplier
as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. The Performance Bond will
apply solely to the terms and conditions of the purchase order/purchase agreement, including related
equipment specifications and warranties,as issued by the Lessee and accepted by Pierce. The"Contract
Date"referred to in the Performance Bond shall be the date of this Agreement.
8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this
Agreement as of the date first written above.
Village of Oak Brook PNC Eauinment Finance. LLC
("Lessee") ("Lessor)
By: By:
Title: Title:
Pierce Manufacturing Inc. MacQueen Equioment. LLC
("Pierce") ("Supplier")
By: By:
/ ���
Exhibit A
DELIVERY&ACCEPTANCE CERTIFICATE
Lease-Purchase Agreement: 98993679-1
Reference is made to the above Lease-Purchase Agreement("Lease'),which has been executed
and delivered by the undersigned Lessee('Lessee') and PNC Equipment Finance, LLC ("Lessor). This
Certificate amends and supplements the terms and conditions of the Lease-Purchase Agreement and is
hereby made a part of the Lease. Unless otherwise defined herein,capitalized terms defined in the Lease-
Purchase Agreement shall have the same meaning when used herein; provided, that 'Equipment' shall
mean the Equipment described in the Schedule A-1 and in any attachment or exhibit to this Certificate.
Notwithstanding anything to the contrary,expressed or implied, in the Lease or its Schedule A-1,
Lessee agrees as follows:
1. ACCEPTANCE OF EQUIPMENT. As of the Acceptance Date stated below and as between Lessee
and Lessor, Lessee hereby agrees that: (a)Lessee has received and inspected all Equipment; (b)all
Equipment is in good working order and complies with all purchase orders,contracts and specifications;
(c) Lessee accepts all Equipment for purposes of the Lease'as-is,where-is'; and (d) Lessee waives
any right to revoke such acceptance.
ACCEPTANCE DATE:
2. RENT PAYMENTS. Lessee hereby agrees that Lessee will pay the Rent Payments for the Equipment
in the amounts and on the dates specified in Schedule A-1 to the Lease.
Villaae of Oak Brook
('Lessee')
By:
Title:
-la
PNC Equipment Finance, LLC
INFORMATION REQUEST
LESSEE NAME: Village of Oak Broo/k-
FEDERAL TAX I.D. # n� C.PW`7 3 L'
/-
Phone Number Fax Number
PHYSICAL ADDRESS (IF DIFFERENT):
Street Address or Post Office Box
City, State and Zip
Require Board Approval for Payments? Yes No
Board Meeting Date? m000w j pc�D
Require signed vouchers for payments? Yes No
We typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do
you foresee any problem that would prevent the payment from being received on or before the
due ate?
Yes No
Please list any special instructions below:
Att owa lain O0
I' d 0Wc0.l J orcg ra,L
n'lU,u
F.rm8038-G Information Return for Tax-Exempt Governmental Bonds
(Rev.September 201 B) 10-Under Internal Revenue Code section 149(e) OMB No.1545 0720
10-See separate instructions.
Department of the Treasury Caution:/f the issue price is under$100,000,use Form 8038-OC.
Internal Revenue Service IN,Go to www.jmgov/F8MG for Instructions and the latest information.
Reporting Authority If Amended Return,check here 10-
1
1 Issuers name 2 Issuer's employer identification number(EIN)
Village of Oak Brook 36.6009534
3a Name of person(other than Issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone num of other person shown on 3a
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
1200 Oak Brook Road 13 WK
6 City,town,or post office,state,and ZIP code 7 Date of issue
Oak Brook IL 60523 December 18 2020
8 Name of issue 9 CUSIP number
Lease#98993679.1
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see tOb Telephone number of otficer or other
instri ctions) employee shown on 1 Da
Doug Patchin Public Works Director 1 630.368-5272
9MIM Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 2130 346 00
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other.Describe Do-
19a
19a If bonds are TANS or RANs,check only box 19a . . . . . . . . . . . . . . . ► ❑
b If bonds are BANS,check only box 19b . . . . . . . . . . . . . . . . . . ► ❑
20 If bonds are in the form of a lease or installment sale,check box . ► 0
Description of Bonds.Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (c8 weighted (e)Yield
price at maturity average maturity
21 1/18/2028 $ 2130 346.00$ N/A 7 ears 2.420 %
ww�_
Uses of Proceeds of Bond Issue(including underwriters'discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . J23-3
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 2,130,3 00
24 Proceeds used for bond issuance costs(including underwriters'discount) 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to refund prior tax-exempt bonds.Complete Part V. 27
28 Proceeds used to refund prior taxable bonds.Complete Part V . . . . 28 ;
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 2130 346 00
JjM Description of Refunded Bonds.Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years
33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) ►
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.637735 Form 8038-G(Rev.9-2018)
Form 8038-G(Rev.9-2018)
Miscellaneous Page t
Enter the amount of the state volume cap allocated to the issue under section 141 b 5
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
35
(GIC).See instructions
b Enter the final maturity date of the GIC►(MM/DD/yyyy) 36a
c Enter the name of the GIC Provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units .
38a If this issue is a loan made from the proceeds of another.tax-exam tissue,check box► 37
b Enter the date of the master pool bond►(MM/DDM'Yl) P ❑and enter the following information:
c Enter the EIN of the issuer of the master pool bond►
d Enter the name of the issuer of the master pool bond►
39 If the issuer has designated the issue under section 26
40 If the issuer has elected to Penalty 5(ge rebateIil)(small issuer exception),check box
41a If the issuer has identified a hedge,check hlieu ere►f arbitrage rebate,check box ► �
b Name of hedge provider 10-
c
El and enter the following information: ►
c Type of hedge►
d Term of hedge b-
42
42 If the issuer has superintegrated the hedge,check box .
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated O
according to the requirements under the Code and Regulations(see instructions),check box
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . .
45a If some portion of the proceeds was used to reimburse expenditures,check here► ►
P �
of reimbursement _ ❑and enter the amount
b Enter the date the official intent was adoted► MM/DD
u
Preparer Dem check PrIN
Use Only Plan's name ► self-employed
Firms address b, Firm's EIN ►
Phones.
Form -Gi(Rev.9-2018)