2015/12/12 Inland Bobcat, Inc. Equipment Lease Agreement�rob cat®
S
H CITY OF MENIFEE
I
P 29714 HAUN ROAD
T MENIFEE, CA 92586
0
S
0 GE CAPITAL INFORMATION
L
D TECHNOLOGY SOLUTIONS, LLC
300 E JOHN CARPENTER FRWY
T
0 IRVING, TX 75062
Inland Bobcat, Inc.
5494 Via Ricardo Riverside, CA 92509
(951) 788-3030 • Fax (951) 369-9112
BRANCH
DATE
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PAGE
ACCO
PH tdINVOICE
N
01
SHIPJ�ITYE
91;
A i l
SALES TAX LICENSE NO.
FOAM I.D.
FARM PLAN NO.
SALESPERSON
I N V O 1 C E
Description Amount
Stock #: 1260OGJ Serial #: ALM415308 48362.00
1) NEW 2015 BOBCAT MODEL S570 LOADER WITH A31 OPTION
PACKAGE, CAB ENCLOSURE WITH HEAT & A/C, SUSPENSION SEAT,
CAB ACCESSORIES PACKAGE, SELECTABLE JOYSTICK CONTROLS,
HYDRAULIC BUCKET POSITIONING, AND SOLID CUSHION TIRES.
ADDITIONAL PARTS
----------------
----------------
6211 LOPRO BKT 6731415 Qty: 1 Price: 1223.00 1223.00
WITH TEETH * 1 .00
Subtotal: 49585.00
TOTAL: 49585.00
4HEN OPERATED IN CALIFORNIA, ANY OFF -ROAD DIESEL VEHICLE MAY BE SUBJECT TO
PHE CALIFORNIA AIR RESOURCES BOARD IN -USE OFF -ROAD DIESEL VEHICLE REGULATION.
ET THEREFORE COULD BE SUBJECT TO THE RETROFIT OR ACCELERATED TURNOVER
2EQUIREMENTS TO REDUCE EMISSIONS OF AIR POLLUTANTS.
3ALANCE TO LEASE W/GE CAPITAL 11/13/15.
doe charge on overdue accounts at the rate of 1 1/2% per month. (18% per annum)
eby authorize the repair work set forth to be done along with the necessary material and agree that you are not responsible for loss or damage to the
3ment or articles left in/on the equipment in case of fire, theft, or any other cause beyond our control, Completion dates are approximate only. Seller shall
ie liable for loss or damage due to delay in repair or delivery. In no event shall customer or seller be liable for special or consequential damages. I hereby
I you and/or your employees permission to operate the equipment herein described for the purpose of testing and/or inspection. An express mechanic's lien
reby acknowledged on above equipment to secure the amount of repairs thereto.
'ES ESTIMATED HEREIN ARE BASED UPON AN INSPECTION PRIOR TO TEARDOWN AND DO NOT COVER ITEMS BEYOND REPAIR UNLESS
ACEMENT PRICE IS STATED. THE TOTAL PRICE FOR WORK COVERED BY THIS ESTIMATE MAY VARY BY TEN PERCENT. ALL REPAIRS SUBJECT TO
%RDOUS MATERIALS AND TIRE DISPOSAL FEES. MISC. SUPPLIES SHALL BE 6% OF LABOR COST.
VATURE X
Payment due on receipt of statement. Special order goods are Mt returnable. All
returns must be accompanied by this invoice. Returned goods subject to a 20%
restocking charge. Title to all items remains with Miramar Bobcat until purchase
price, interest and other charges are fully paid. No return on electrical parts.
— DISCLAIMER OF WARRANTIES —
Any warranties on the product sold hereby are those made by the manufacturer.
The seller hereby expressly disclaims all warranties, either express or implied,
including any implied warranty of merchantability or fitness for a particular
purpose, and the seller neither assumes nor authorizes any other person to
assume for it any liability in connection with the sale of said products. Any
limitation contained herein does not apply where prohibited by law.
GE Capital
CITY OF MENIFEE
29714 HAUN ROAD
MENIFEE, CA 92586
Thank you for doing business with GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, LLC. This cover letter is your guide to completing your transaction as
quickly as possible. If you have any questions please call 866-940-3303.
LAST FUNDING DATE: December 15, 2015
All documents listed below are required for this transaction:
❑ Master Lease Agreement
❑ Equipment Schedule - Power Lease
❑ State and Local Government Addendum
❑ Certificate: Authorizing Resolutions, Incumbency, Appropriation and Essential Use
❑ Notice of Assignment
❑ Insurance Form
❑ Delivery and Acceptance Certificate (to be signed and returned to us only after the System has been delivered, installed and accepted by you)
❑ Billing Information
The following items are required for your transaction to be completed:
❑ Signature from an authorized signer — see Signature Guide below for requirements
❑ Printed name of the signer
❑ Title of the signer— see Signature Guide below for requirements
❑ Federal tax ID of the lessee/borrower—specified on the attached documents
❑ Return the signed documents as outlined below
❑ Supplier Invoice
The documents must be signed by an authorized officer or the owner if the customer is a Sole Proprietorship, with printed Name and Title completed as well.
Lease/Loan agreement authorized signer guidelines
If the business is a: This person must sign:
Proprietorship Owner/Proprietor
General or Limited Partnership A General Partner
LLC Managing Member or Authorized Officer
Corporation:
And deal is <$350K Authorized Manager, Purchasing Manager, Authorized Corporate Officer
And deal is >$350K Authorized Corporate Officer
GECITS C&I MLA
2.OT 8/2014
9839366-001
Manual 3-1731475505
Please return signed documents and other checklist items via fax or email.
Fax:888-810-4101
Email: capitalbobcatdocuments cDge.com
Overnight:
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, LLC
Contracts Team
300 E. JOHN CARPENTER FREEWAY
IRVING, TX 75062-2712
GECITS C&I MIA
2.OT 812014
9839366-001
Manual3-1731475505
Lessor:
Address:
City/State/Zip:
INLAND BOBCAT INC Lessee:
5494 VIA RICARDO Street Address:
RIVERSIDE, CA 92509 City/State/Zip:
Federal Tax ID Number:
MASTER LEASE AGREEMENT
Master Lease Agreement No.9839366
Master Lease Agreement Date: November 12, 2015
CITY OF MENIFEE
29714 HAUN ROAD
MENIFEE, CA 92586
XX-XXX9857
"Master Agreement" means this Master Lease Agreement. "Schedule" means any Equipment Schedule signed by you and us that incorporates the terns of this Master Agreement,
each of which will constitute a separate lease (a `Lease"). "Lesson means INLAND BOBCAT INC, or any of its designated affiliates named as Lessor on a Schedule hereunder, together
with its successor and assigns, and is also referred to as "we", "us" and "our." "Lessee" means the above referenced entity or sole proprietorship and any other entity or sole
proprietorship listed as a Lessee in the signature blocks below, and is also referred to as "you" and "your." Each entity that signs below as Lessee agrees that its liability in connection
with the Master Agreement (and any Schedules hereunder) is joint and several. "Equipment" means the equipment and other property described on the applicable Schedule, as well as
any purchase orders, attachments, accessories, accessions, replacements, replacement parts, substitutions, additions, upgrades, exchanges and repairs to the equipment and other
property and shall also be deemed to include any embedded software that otherwise falls within the definition of "Goods" under Article 9 of the Uniform Commercial Code ("UCC"). All
terms not defined herein shall have the meaning provided in any Schedule. In the event of a conflict between the provisions of this Master Agreement and a Schedule, the provisions of
such Schedule will control.
TERMS AND CONDITIONS
This Master Agreement is dated as of the date first written above, and is by and between us,
our successors and assigns and you. You and we agree, for good and valuable consideration
and intending to be legally bound, as follows:
1. COMMENCEMENT. We agree to lease to you, and you agree to lease from us, the
relating to such Lease (or any Lease Payments or receipts hereunder or thereunder), by
Equipment described in a Schedule signed by you and us. The commencement of a Lease
any domestic or foreign governmental entity or taxing authority, whether due before or after
(the "Commencement Date") and your right to use such Equipment identified on the
the end of the Term shown on the corresponding Schedule. TO THE EXTENT ALLOWED
applicable Schedule will occur on the date that you satisfy all conditions of the Lease, as
BY APPLICABLE LAW AND UNLESS AND UNTIL WE NOTIFY YOU IN WRITING TO
determined by us, including, without limitation: (i) the delivery of the Equipment to you; and
THE CONTRARY, WE WILL FILE ALL PERSONAL PROPERTY TAX RETURNS
(ii) your verification by telephone of such acceptance, or at our request, your delivery to us
COVERING THE EQUIPMENT AND WILL PAY THE PERSONAL PROPERTY TAXES
of a written certificate of acceptance. If you signed a purchase order or similar agreement
LEVIED OR ASSESSED THEREON. YOU WILL, WITHIN FIVE DAYS OF YOUR
for the purchase of the Equipment, by signing a Schedule you assign to us all of your
RECEIPT OF INVOICE, PAY TO US, AS SUPPLEMENTAL RENT, AN AMOUNT EQUAL
rights, but none of your obligations under it. If, for any reason: (i) the dealer, distributor
TO THE PROPERTY TAXES PAID BY US. IF APPLICABLE LAW REQUIRES THAT YOU
and/or the manufacturer of the Equipment fails to deliver, or delays the delivery of the
FILE PERSONAL PROPERTY TAX RETURNS, YOU WILL DO SO AND PAY ANY
Equipment; or (ii) the Equipment is unsatisfactory, you agree that we are not liable for, and
APPLICABLE TAXES AND, UPON REQUEST, PROVIDE US WITH COPIES OF ALL
you will not make any claim against us for damages or for specific performance of this
SUCH PERSONAL PROPERTY TAX RETURNS, TOGETHER WITH EVIDENCE OF
Master Agreement and/or such Lease.
SUCH PAYMENT, WITHIN 15 DAYS FOLLOWING SUCH REQUEST. Your obligations
2. LEASE PAYMENTS. You agree to send to us the Lease Payments (as specified in the
under this Section shall survive the expiration, cancellation or termination of this Master
corresponding Schedule) and all other sums when due and payable under a Lease at the
Agreement and any Lease.
address we provide to you. If the Commencement Date of a Schedule is not the first (1s�) or
4. LATE CHARGES. For any payment, which is not received within ten days of its due
the fifteenth (15n) day of any calendar month (a 'Payment Date"), the initial Term of a
date, you agree to pay us a late charge equal to the greater of 5% of the amount due or
Schedule will be extended by the number of days between the Commencement Date and
$35.00 (but in either case, not to exceed the maximum amount permitted by law) as
the Payment Date which first occurs after the Commencement Date of such Schedule and
reasonable collection costs.
your first Lease Payment will be increased by 1/301h of the monthly Lease Payments
5. OWNERSHIP, USE, MAINTENANCE AND REPAIR. Unless otherwise specified in
multiplied by the number of days elapsed from the Commencement Date to the day
the applicable Schedule, we own the Equipment and you have the right to use the
immediately preceding the Payment Date which occurs after such Commencement Date.
Equipment under the terms of the Lease. If the Lease is or is deemed to be a secured
Lease Payments are due whether or not you receive an invoice. If there are changes or
transaction, and you grant us a precautionary security interest in all the Equipment and all
corrections in the configuration or cost of the Equipment or the calculation of related sales
products and proceeds thereof to secure all of your obligations under the Lease in the
and other taxes, you authorize us to adjust the Lease Payments by not more than 15%,
event the Lease is deemed to be a secured transaction. So long as you are not in default
The Lease Payments are calculated using a lease rate factor. If the Commencement Date
of your obligations, we hereby assign to you all our rights under any manufacturer or
under a Lease does not take place on or before the Last Funding Date, we may extend the
supplier warranties. You must keep the Equipment free of liens, and notify us immediately
Last Funding Date, provided that in consideration of any such extension, we reserve the
if any tax or other lien is or will be placed on the Equipment. You will not remove the
right to adjust the lease rate factor and your Lease Payments to maintain our after tax
Equipment from the address indicated on the front of a Schedule without first obtaining our
economic yield and cash flow, and we will notify you of any such adjustments. All payments
approval. You agree to: (a) keep the Equipment in your exclusive control and possession;
made by you to us pursuant to a Lease may be applied by us first to delinquency charges
(b) USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS,
and other such charges due under such Lease, then to Lease Payments, and then to any
AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES; (c) use the
other liabilities due and owing under such Lease or under any other agreement, in any
Equipment in conformity with all insurance requirements, manufacturer's instructions and
order and manner selected by us. You waive any right you may have to direct the
manuals; (d) at your sole cost, keep the Equipment repaired and maintained in good
application of any payments made by you to us, and we may at our option offset and
working order and as required by the manufacturers warranty, certification and standard
deduct any of your liabilities or obligations to us from any or all sums owed by us to you.
full service maintenance contract; (a) allow only qualified and properly licensed personnel
You agree that we may pay fees to or receive rebates, discounts, subsidies or other
to operate the Equipment; (f) promptly notify us of any malfunction in the hour meter; (g)
compensation or financial benefits (including the ability to fund over time amounts that may
maintain accurate and complete records of all repairs and maintenance to the Equipment;
be financed hereunder) from the manufacturer, supplier, wholesaler or other vendor of the
and (h) give us reasonable access to inspect the Equipment and its maintenance and
Equipment, a broker, or other third party in connection with this Lease. Such amounts may
other records. Any modifications or additions to the Equipment required by any
affect the amount of your Lease Payments, rate, terms and your total cost hereunder.
governmental edict will be promptly made by you at your own expense. Without our prior
3. TAXES. You agree to pay all sales, use, rental, property, excise, gross receipts,
written consent, you will not make any alterations, additions or improvements to the
withholding and other taxes, charges and fees upon or with respect to the Equipment or
Equipment which are permanent or which detract from its economic value or functional
the possession, ownership, leasing, use or operation, ccrtrol or maintenance thereof and
utility, except as may be required pursuant to the preceding sentence. The Equipment
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must remain in the continental United States at all times. In case you fail to comply with times set forth in such Lease unless the obligation to do so shall have been terminated
any provision of any Lease, we may effect such compliance and all expenses incurred by pursuant to the express terms of such Lease.
us in doing so will constitute additional expenses under such Lease due to us within five 10. REPRESENTATIONS, WARRANTIES AND COVENANTS. You hereby represent and
days after we send notice to you requesting payment. Our effecting such compliance will
warrant to us that on the date hereof and on the date of execution of each Schedule that,
not be a waiver of your default.
and you covenant with us as follows, in each case until all of the obligations hereunder and
6. INDEMNITY. YOU ARE RESPONSIBLE FOR ALL LOSSES, DAMAGES, CLAIMS,
under each Schedule has been paid in full to us: (a) you have the authority to enter into,
PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT CLAIMS, INJURIES, and perform under this Master Agreement, each Schedule, and all related documents
LIABILITIES (INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LIABILITIES) AND (together, the "Documents") and are duly qualified to do business in the jurisdiction where
ATTORNEYS' FEES AND COSTS, INCLUDING WITHOUT LIMITATION, THOSE the Equipment is located and wherever necessary to conduct your business; (b) the
INCURRED IN CONNECTION WITH RESPONDING TO SUBPOENAS, THIRD PARTY
Documents have been duly authorized, executed and delivered by you and constitute valid,
OR OTHERWISE ('CLAIMS'), WHETHER BASED ON A THEORY OF STRICT LIABILITY
legal and binding agreements, enforceable in accordance with their terms; (c) no approval,
OR OTHERWISE, INCURRED, CAUSED OR ASSERTED BY ANY PERSON, IN ANY
consent or withholding of objections is required from any governmental authority with
MANNER RELATING TO THE EQUIPMENT, INCLUDING ITS MANUFACTURE,
respect to the entry into or performance by you of the Documents except such as have
ACQUISITION, DELIVERY, INSTALLATION, OWNERSHIP, PURCHASE, SALE,
already been obtained; (d) the execution and performance by you of the Documents will
OPERATION, USE, LEASE, MAINTENANCE AND ANY DEFECTS. YOU AGREE TO
not: (i) violate any judgment, order, law or regulation applicable to you or any provision of
DEFEND AND INDEMNIFY US AGAINST ALL CLAIMS, ALTHOUGH WE RESERVE THE
your organizational documents; or (ii) result in any breach of, constitute a default under or
RIGHT TO CONTROL THE DEFENSE AND TO SELECT OR APPROVE DEFENSE
result in the creation of any lien or other encumbrance upon any Equipment pursuant to
COUNSEL AT YOUR EXPENSE. THIS INDEMNITY CONTINUES BEYOND THE
any agreement or instrument (other than this Master Agreement or any Lease) to which you
EXPIRATION OR OTHER CANCELLATION OR TERMINATION OF THIS MASTER
are a party; (a) there are no suits or proceedings pending or threatened in court or before
AGREEMENT AND ANY LEASE AND MAY BE ENFORCED BY, AND IS FOR THE
any commission, board or other administrative agency against or affecting you, which will
BENEFIT OF US AND OUR SUCCESSORS, ASSIGNS, AFFILIATES, BENEFICIARIES
have a material adverse effect on your ability to fulfill your obligations under the
AND ALL OF OUR AND SUCH AFFILIATES', BENEFICIARIES', SUCCESSORS' AND
Documents; (f) the Equipment is and will remain tangible personal property; (g) your exact
ASSIGNS' RESPECTIVE DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES,
legal name is as set forth in the signature block on the last page of this Master Agreement
AGENTS, PREDECESSORS, ATTORNEYS -IN -FACT AND LAWYERS.
and you are and will be at all times validly existing and in good standing under the laws of
7. LOSS OR DAMAGE. You assume all risks of loss, theft, damage to or destruction of
the State/Commonwealth of your organization; and (h) you are and will remain in full
the Equipment. If any item of Equipment is lost, stolen or damaged you will immediately
compliance with all laws, rules and regulations applicable to you including, without
notify us in writing and, at your option and cost, within 30 days after such event, either. (a)
limitation: (i) the USA PATRIOT ACT, (ii) laws ensuring that no person who owns a
promptly repair the item to our satisfaction or replace the item with a comparable item
controlling interest in or otherwise controls Lessee is or will be (A) listed on the Specially
acceptable to us or (b) pay us the sum of: (i) all past due and current Lease Payments; (ii)
Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets
the present value of (A) all remaining Lease Payments for the affected item(s) of
Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by
Equipment, and (B) the amount of the Purchase Option set forth in the applicable Schedule
OFAC pursuant to any authorizing statute, Executive Order or regulation; or (B) a person
for the affected item(s) of Equipment, or if no Purchase Option is specified, the Fair Market
designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23,
Value of the affected item(s) of Equipment, each discounted at the rate of 4%per annum
2001), any related enabling legislation or any other similar Executive Orders; and (ii) all
(or if such rate is not permitted by applicable law, then at the lowest permitted rate); and (iii)
applicable Bank Secrecy Act ("BSA") laws, rules, regulations and government guidance
all other amounts due under the Lease (together, the "Stipulated Loss Value"). Upon our
relating to BSA compliance, import or export controls, anti -money laundering and terrorist
receipt of such Stipulated Loss Value, we will then transfer to you all our rights, title and
financing.
interest in the affected item(s) of Equipment AS -IS AND WHERE -IS, WITHOUT ANY
11. DEFAULT. Time is of the essence. You will be in default under a Lease if: (a) you fail
RECOURSE TO OR WARRANTY FROM US, EXPRESS OR IMPLIED. Insurance
to remit to us any payment within ten days of the due date; (b) you or any guarantor of your
proceeds will be applied toward repair, replacement or payment owing to us, as applicable.
obligations under any Document ('Guarantor) breach any other obligation under any
"Fair Market Value" of the Equipment means its installed fair market value at the end of the
Document or guaranty and fail to correct such violation within ten days following notice; (c)
Term, assuming good order and condition (except for ordinary wear and tear from normal
you or a Guarantor becomes insolvent, are liquidated or dissolved, transfer substantially all
use), as estimated by us. If you disagree with our estimate of fair market value, upon your
of your or such Guarantor's stock or assets, stop doing business or assign your or such
request, we will appoint an independent appraiser (reasonably acceptable to you) to
Guarantor's rights or property for the benefit of creditors, or a petition is filed by or against
determine fair market value and that determination shall be final, binding and conclusive.
you or any Guarantor under any bankruptcy or insolvency law; (d) you or any Guarantor
You shall bear all costs associated with any such appraisal.
default under any other agreement with us or any of our affiliates; (a) any representation
8. INSURANCE. You agree, at your cost, to: (a) keep the Equipment insured against all
made by you or a Guarantor in connection with any Document or guaranty is or will be false
risks of physical loss or damage for the higher of Stipulated Loss Value or its full
or misleading in any material respect; (f) any Equipment is illegally used; (g) there is any
replacement value, naming us as loss payee; and (b) maintain Commercial General
merger, consolidation or change in controlling ownership of your entity or any Guarantor's
Liability insurance, covering personal injury and property damage in amounts acceptable to
entity; (h) if you are a sole proprietorship, you die or have a guardian appointed; or (i) any
us, naming us as additional insured. The policy must be issued by an insurance carrier
individual Guarantor dies or has a guardian appointed.
acceptable to us, must provide us with not less than 15 days' prior written notice of
12. REMEDIES. If you default, we may, in our sole discretion, do one or more of the
cancellation, non -renewal or amendment, and must provide deductible amounts acceptable
following: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BENEFIT OF
to us. You hereby appoint us as your attomey-in-fact to make proof of loss and claim for
THE BARGAIN AND NOT AS A PENALTY, the Stipulated Loss Value; (b) declare any
insurance, to make adjustments with insurers and to receive payment of and execute or
other agreements between us in default; (c) require you to return all of the Equipment, and
endorse all documents, checks or drafts in connection with payments made as a result of
if so specified in the related Schedule, return such Equipment in the manner outlined in
such insurance policies. The insurance shall be payable to us irrespective of any breach of
such Schedule; (d) we or our agent may enter the property where the Equipment is located
warranty or other act or omission of Lessee and no insurance shall be subject to any co-
and peaceably, with or without legal process, repossess or disable the Equipment and you
insurance clause. You agree to deliver to us evidence of insurance reasonably satisfactory
waive and will not make any claims against us for damages, for trespass or for any other
to us.
reason and upon recovery of the Equipment, we will not be held responsible for any losses
9. NET LEASE; UNCONDITIONAL OBLIGATION. Each Lease is a net lease. Your
directly or indirectly arising out of, or by reason of the presence and/or use of any and all
obligation to pay Lease Payments and other amounts due under such Lease shall be
proprietary information residing on or within the Equipment; (e) lease or sell the Equipment
absolute and unconditional. You shall not be entitled to any abatement or reductions of, or
or any portion thereof, and may apply the proceeds in the following order of priority: (i) to
set -offs against, said Lease Payments or other amounts, including, without limitation, those
pay all of our costs, charges and expenses related to the repossession, sale or other
arising or allegedly arising out of claims (present or future, alleged or actual, and including
disposition; then (ii) to the extent not previously paid by you to us, to pay us all sums due
claims arising out of our strict tort or negligence) of yours against us under such Lease or
from you under the Lease; then (iii) to reimburse you for any sums previously paid by you
otherwise. Nor shall any Lease terminate or your obligations be affected by reason of any
to us as liquidated damages; and (iv) any surplus shall be retained by us, unless a Lease is
defect in or damage to, or loss of possession, use or destruction of any Equipment from
otherwise determined to be a secured transaction, in which case we will remit any excess
whatsoever cause. It is the intention of the parties that Lease Payments and other amounts
to the party legally entitled to such excess; and you shall immediately pay us any deficiency
due under each Lease shall continue to be payable in all events in the manner and at the
in (e)(i) and (e)(ii) above, or in such other manner as may be acceptable to us; (0 charge
you interest on all amounts due us from the due date until date of payment at the rate of 1-
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1/2% per month, but in no event more than the lawful maximum rate; (g) charge you for
expenses incurred in connection with the enforcement of our remedies including, without
limitation, repossession, repair and collection costs, attorneys' fees and court costs; and (h)
cancel or terminate the Lease. These remedies are cumulative, are in addition to any other
remedies provided for by law, and may be exercised concurrently or separately. Any failure
or delay by us to exercise any right will not operate as a waiver of any other right or future
right. To the extent permitted by applicable law, you hereby waive any rights now or
hereafter conferred by statute or otherwise that may limit or modify any of our rights or
remedies under this Lease, including any rights you may have which require us to sell any
Equipment to mitigate damages or provide you with notices of default, intent to accelerate
amounts becoming due or acceleration of such amounts.
13. ASSIGNMENT. You may not assign or dispose of any rights or obligations under the
Lease or sub -lease the Equipment, without our prior written consent. We may, without
notifying you, assign any or all of our interest in the Lease or our interest in the Equipment.
If we do make an assignment of the Lease, our assignee will have all of our rights under
the Lease, but none of our obligations, unless expressly assumed by the assignee. If you
receive written notice of an assignment from us, you will pay all Lease Payments and other
amounts payable under any assigned Lease to such assignee or as instructed by us. You
agree not to assert against our assignee claims, offsets or defenses you may have against
us.
14. MISCELLANEOUS. Notices must be in writing and will be deemed given 5 days after
mailing to your (or our) business address. You authorize us or our agent to prepare and file,
electronically or otherwise, UCC financing statements and any amendments or continuation
relating to the Equipment. We may receive from and disclose to any individual, corporation,
business trust, association, company, partnership, joint venture, or other entity (collectively,
the "Entity"), including, without limiting any affiliate of ours, and any credit reporting agency
or other entity whether or not related to us for any purpose, information about your
accounts, credit application and credit experience with us and you authorize any Entity to
release to us or any affiliate of ours any information related to your accounts, credit
experience and account information. This shall be continuing authorization for all
present and future disclosures of your account information, credit application and
credit experience made by us, or any Entity requested to release such information to
us. Any claim you have against us must be made within one year after the event which
caused it. If a court finds any provision of the Lease to be unenforceable, all other terms will
remain in effect and enforceable. You authorize us to insert or correct missing or incorrect
information on the Lease, including your proper legal name, serial numbers and any other
information describing the Equipment. If you so request, and we permit the early
termination of a Schedule, you agree to pay a fee for such privilege. You agree to pay us a
fee as shown in the corresponding Schedule to cover our administrative costs in connection
with each Lease and costs associated with the filing of any UCC financing statements.
YOU HEREBY ACKNOWLEDGE AND CONFIRM THAT YOU HAVE NOT RECEIVED
ANY LEGAL, TAX, FINANCIAL OR ACCOUNTING ADVICE FROM US OR ANY
SUPPLIER OR MANUFACTURER OF THE EQUIPMENT. Upon our reasonable request,
you will within 30 days provide us your most current fiscal year-end and quarter -end
financial statements, prepared in accordance with generally accepted accounting
principles, and any other financial information. Restrictive endorsements on checks you
send to us will not reduce your obligations to us. We may charge you a return check or
non -sufficient funds charge of $25.00 for any check, which is returned by the bank for any
reason (not to exceed the maximum amount permitted by law). You will notify us at least 60
days in advance of any proposed change in your legal name or your state/commonwealth
of incorporation or formation. Your representations and warranties provided in the
Documents shall survive the date hereof and the date of each Schedule and the expiration,
cancellation or termination hereof and the other Documents. Credit to your accounts is
subject to final payment by your institution and may also be delayed if payment is not
received at our payment address or not accompanied by your invoice number. Preferred
forms of payment include direct debit, wires, company checks and certified checks.
Payment in any other form may delay processing or be returned to you. All written
communication concerning disputed amounts, including any check or other payment
instrument that (i) indicates that the written payment constitutes "payment in full" or is
tendered as full satisfaction of a disputed amount or (ii) is tendered with other conditions
must be mailed or delivered to us at the address for billing inquiries shown on the invoice or
statement and not to the payment address.
15. LIMITATIONS ON CHARGES. We both intend to comply with all applicable laws. We
will not charge or collect any amounts in excess of those allowed by applicable law. Any
part of this Master Agreement or any Lease that could, but for this Section, be read under
any circumstance to allow for a charge higher than that allowable under any applicable
legal limit, is limited and modified by this Section to limit the amounts chargeable under the
Lease to the maximum amount allowed under the legal limit. Any amount received by us in
excess of that legally allowed will be applied by us to the payment of amounts legally owed
under the Lease, or refunded to you.
16. EXECUTION AND TRANSMISSION OF DOCUMENTATION. This Agreement and
any schedules, exhibits, annexes or related instruments (each an "Instrument") will be
created and evidenced as follows: (i) we will deliver to you an electronic or paper version of
each Instrument ; (ii) you will print and sign (and initial where indicated), using either ink on
paper (a "manual" signature) or by electronic or digital means (an "electronic" signature),
the signature page of each such Instrument and deliver the same to us by electronic,
facsimile or other means; (iii) we will sign (electronically, digitally or manually, at our option)
each signature page so delivered by you (if the Instrument requires our signature); and (iv)
we will attach each fully signed signature page to an electronic or printed paper copy of the
applicable Instrument. You hereby represent and warrant that you have not modified the
Instrument sent to you for signature. Upon your one-time request for a copy of any fully
signed Instrument promptly after it has been produced by this process, we will make the
same available to you by electronic or other means. Each Instrument produced by this
process will be conclusively presumed to be identical to the version signed or initialed by
you, and we may (at our option) retain only a copy of such Instrument and dispose of the
version containing your manual signature. We both intend that each Instrument produced
by this process shall be for all purposes (including perfection of security interests and
admissibility of evidence) the sole original authenticated Instrument; and to the extent, if
any, that any Instrument constitutes chattel paper (as the term is defined in the applicable
Uniform Commercial Code), no security interest in such Instrument may be created through
the transfer or possession of any counterpart or copy thereof, other than the Instrument
produced by this process. You agree not to raise as a defense to the enforcement of any
Instrument that you executed such Instrument by electronic or digital means or used
facsimile or other electronic means to transmit your signature on such Instrument.
Notwithstanding anything to the contrary herein, we reserve the right to require you to sign
any Instrument manually and to deliver to us an original of such Instrument containing your
manual signature.
BOTH PARTIES WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS MASTER
AGREEMENT, ANY LEASE, ANY OTHER DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS MASTER AGREEMENT AND EACH OTHER
DOCUMENT WILL BE GOVERNED BY THE LAWS OF IOWA, AND ANY LEGAL ACTION OR PROCEEDING SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE
COURTS OF UTAH. BY SIGNING THIS MASTER AGREEMENT, YOU AGREE TO THE TERMS ON PAGES 1, 2 AND 3. ANY AGREEMENTS REACHED BY THE PARTIES ARE
CONTAINED IN THIS WRITING, WHICH WRITING IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS WE MAY
LATER AGREE TO MODIFY IN WRITING. ORAL AGREEMENTS OR COMMITMENTS TO MODIFY THIS AGREEMENT OR ANY LEASE, OR TO FORBEAR FROM ENFORCING
REPAYMENT OF THE SAME, ARE NOT ENFORCEABLE.
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THIS MASTER AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL EXECUTED BY US.
LESSOR: INLANUMBQAAT INC
By: —
Name: .� 1[^ c C)C)1!iJl
Title: :�c"7 �P'"$�.X./i (�" [ b�► %f
LESSEE: CITY OF MENI /
By:
Name: X t� ?7t�ii� -0 r t iV 7tJ
Title: X
IMPORTANT INFORMATION ABOUT ESTABLISHING A RELATIONSHIP WITH LESSOR
Federal law requires us to obtain, verify, and record information that identifies each person or business establishing a business relationship with us. Therefore, you may be required to
provide certain information prior to a transaction being funded. This information might include: your name, street address, date of birth, government issued identification number (such as
a Social Security Number or taxpayer identification number), and country of citizenship. We may also ask to review your driver's license, passport or other idenfifying documents that will
allow us to verify your identity. In addition, business entities might be asked to provide business name, registered street address, tax identification number, date of establishment of
business, nature and type of business, and principal place of business. In accordance with federal and local laws, we will ensure appropriate security is attached to processing and
maintaining any retained information.
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Lessor:
Address:
City/State/Zip:
INLAND BOBCAT INC Lessee:
5494 VIA RICARDO Street Address:
RIVERSIDE, CA 92509 CitylState2ip:
Contact:
Federal Tax ID Number:
EQUIPMENT SCHEDULE - POWER LEASE
No. 9839366.001, Dated November 12, 2015
To Master Lease Agreement No. 9839366
Dated November 12, 2015
CITY OF MENIFEE
29714 HAUN ROAD
MENIFEE, CA 92586
XX-XXX9857
"Master Agreement" means the above referenced Master Lease Agreement. "Schedule' means this Equipment Schedule. "Lessee' means the above referenced entity or sole
proprietorship and any other entity or sole proprietorship listed as a Lessee in the signature blocks below, and is also referred to as 'you" and 'your." Each entitythat signs below as
Lessee agrees that its liability in connection with this Schedule is joint and several. The terms and conditions of the Master Agreement are incorporated into this Schedule, and together,
this Schedule and the Master Agreement as it relates to this Schedule, constitute a lease ("Lease") between us and you for the Equipment described in this Schedule. Capitalized terms
used but not defined herein shall have the meanings given to them in the Master Agreement.
A. EQUIPMENT. Pursuant to the terms of the Lease, we agree to acquire and lease to you the Equipment listed below:
Qty
Make
Model
Year
Equipment Type
Serial Number
Annual
Operatinq Hours
1
BOBCAT
S570 T4
2015
SKID STEER LOADERS
ALM415308
UNLIMITED
Supplier of Equipment (Name): INLAND BOBCAT INC, 5494 VIA RICARDO, RIVERSIDE, CA 92509
Equipment Location: 29714 HAUN ROAD, MENIFEE, CA 92586
YOU HAVE SELECTED THE EQUIPMENT. THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY THE TERMS
OF THIS LEASE. YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR
A DESCRIPTION OF YOUR WARRANTY RIGHTS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SUITABILITY, OR OTHERWISE. WE PROVIDE THE EQUIPMENT TO YOU AS -IS. WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL
DAMAGES. YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SET-OFF FOR ANY
REASON WHATSOEVER. THE PARTIES INTEND THIS LEASE TO BE A "FINANCE LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC"). YOU
WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC.
1. Term (No. of Months): 24 6. Purchase Option Price at end of Term: $29,751.00
2. Lease Payment: $866.70 (plus applicable taxes)* 7. Last Funding Date: December 15, 2015
3. Frequency of Lease Payment: Monthly (in Arrears) 8. Total Cost: $49,585.00
4. Administrative Fee: $425.00
5. Lessee Purchase Order #: —
* With respect to the Lease Payment, in states assessing upfront sales tax and use tax, your Lease Payment, starting with the first invoice, will be adjusted to include the applicable
sales tax and use tax amortized over the Term of the Lease using a rate that preserves Lessor's economic yield for the transaction described in the Schedule. In other states, the
applicable sales tax and use tax will be included on your invoice.
—Any Lessee Purchase Order shown above is provided for invoicing purposes only.
C. PROPERTY TAX ADMINISTRATION. As compensation for our internal and external costs in the administration of taxes related to each unit of Equipment, you agree to pay us a
tax administrative fee equal to $12 per unit of Equipment (not to exceed 10 units of Equipment) per year during the Term, not to exceed the maximum permitted by applicable law.
D. POWER LEASE PURCHASE OPTION. For the purposes of this Schedule only, so long as no default exists hereunder and this Lease has not been earlier terminated, you may at
Lease expiration, purchase some or all of our interest in the Equipment leased pursuant to this Schedule on an AS -IS, WHERE -IS BASIS, WITHOUT ANY RECOURSE TO OR
WARRANTY FROM US, EXPRESS OR IMPLIED, for cash equal to the Purchase Option amount of $46,800.00 or that part thereof attributable to the item or items of Equipment
purchased (plus applicable sales and other taxes). This Lease WILL AUTOMATICALLY CONTINUE ON A MONTH -TO MONTH BASIS UNLESS CANCELLED BY EITHER PARTY
UPON 30 DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY and you will pay us the same Lease Payments and other Lease charges as applied during the Term until the
Equipment is returned to us or you pay us the applicable purchase price (and taxes) and the Lease Payments shall be for the leasing of the Equipment and not be applied to the
applicable purchase price (and taxes).
E. RETURN OF EQUIPMENT. (1) If (a) an Event of Default occurs, (b) you do not purchase the Equipment at the end of the Lease Term, or (c) you do not extend the Lease Term, at
your cost and risk you will promptly (i) place the Equipment in good order and condition (except for ordinary wear and tear from normal use), (ii) cause the Equipment to be disassembled,
deinstalled, inspected, tested and crated in accordance with the manufacturer's recommendations and any and all local, state and federal regulatory requirements then in effect, (iii)
immediately return the Equipment, freight and insurance prepaid, at your risk to any location and aboard any carrier we may designate in the continental United States, and (iv) pay a
return fee of $100, not to exceed the maximum permitted by law, as reasonable compensation for our costs in processing returned Equipment. Any such Equipment will be accompanied
by all accessories originally included with the Equipment, qualifies (if applicable) for continued maintenance under a manufacturer's service and maintenance contract, and includes the
latest software release provided by the manufacturer or Supplier to you. You will continue to remit Lease Payments until the first day of the month which follows the date the Equipment is
received by us in the condition required by this Lease. You will pay us for any loss in value resulting from the failure to maintain the Equipment in accordance with the Lease (and any
Return Conditions described in paragraph 2 below) or for damages incurred in shipping and handling.
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(2) In addition to the above provisions you shall, at your expense, return the Equipment as specified: (a) General Condition: With respect to each unit, no glass shall be broken, chipped
or cracked, no upholstery shall have any cut, tear or burn, there shall be no unrepaired damage to exterior or interior materials that exceeds $250 and all decals, numbers, customer
identification, glue and adhesives shall have been removed from Equipment without damage to paint or Equipment. Frame and structural members including but not limited to loader
arms, stick, booms, buckets, frame rails, all ground engaging tools and all attachments will be structurally sound, without breaks, bends, cracks or missing teeth. Cooling, heating and
lubrication systems shall not be contaminated and there shall be no leaking between systems. No battery shall have any dead cells, cracked case or be inoperative. All units returned will
be cleaned and cosmetically acceptable, with all rust and corrosion properly removed and/or treated. All material (i.e., dirt, refuse, asphalt, gravel, etc.) must be properly removed from
the Equipment and disposed of in accordance with all applicable federal, state and local laws and regulations. All internal fluids such as lube oil and hydraulic fluids are to be filled at
operating levels and all filler caps are to be secured. (b) Tires: All tires shall be of the same original size, type and manufacturer (or similar quality manufacturer if the original
manufacturer no longer produces fires of that type) as upon delivery to Lessee. On each unit, the fires shall have no missing or damaged parts or gouges. Also, all tires shall have a
minimum of fifty percent (50%) remaining wear. Tires will not be re -treads. (c) Mechanical Drive Train: If so equipped, the transmission/hydrostatic drive systems including but not
limited to differentials, final drives, will be in good condition and operate quietly without vibrations or leaks. (d) Electric Drive Train: If so equipped, the electric drive system including, but
not limited to alternators, generators, control systems, motorized wheels, shall have at least fifty (500%) time/wear remaining before the next overhaul or replacement as recommended by
the manufacturer and published in standard maintenance manuals. (e) Undercarriage: If so equipped, the undercarriage (including sprockets, links, idlers, bogies, carrier and track
rollers, pins and bushings, track shoes/pads) shall have at least fifty percent (50%) time/wear remaining before the next overhaul or replacement as recommended by the manufacturer
and published in standard maintenance manuals. (f) Engine: The engine must have been maintained in accordance with manufacturers recommendations, including overhauling the
engine as required. At the time of redelivery, the engine must have at least fifty percent (500/6) time remaining before the next overhaul or replacement as recommended by the
manufacturer and/or published in standard maintenance manuals. Determination of satisfaction of these specifications shall be made by subjecting the Engine to standard industry
testing to include (but not limited to) testing of the crankcase, manifold pressure, oil analysis and blowby tests. All tests shall be performed by a manufacturer authorized service center
(but not by the lessee.) (g) Brakes: The brakes shall have at least fifty percent (501/6) time remaining before the next overhaul or replacement as recommended by the manufacturer
and/or published in standard maintenance manuals. No drums or other braking components shall be damaged or cracked. (h) Conveyors: If so equipped, all conveyors shall be straight
with in original manufacturers specifications and tolerances. All belts and or drag chain assemblies shall be operable and shall have a minimum 50%wear life remaining. (i) Screeds: If
so equipped, all screeds shall be fully operable including but not limited to heating systems, vibration systems and screed plates. Power assist systems shall be fully operational.
Automatic grade and slope devices shall be operable. Q) Booms: If so equipped, all booms shall be straight and true within original manufacturers specifications and tolerances. All
standard rigging including sheaves, pendants, faideads necessary for industry standard lift crane and boom trucks shall be returned with each machine. (k) Hydraulic Equipment: All
hydraulic pumps, cylinders and hoses must be fully operational at rated capacity with no leaks. (1) Cutter Drums: If so equipped, cutter drums shall be fully operational with a minimum of
50%wear life remaining on the drum shell, end rings, flighting, tooth holders, and cutting teeth. The planetary drive shall be full operational and without leakage or vibration. (m) Cutter
Chains: If so equipped, cutter drums shall be fully operational with a minimum of 50% wear life remaining on the chain, tooth holders, and cutting teeth. (n) Documents and Records:
Each such unit shall meet and conform to all applicable federal, state, and local health and safety laws and requirements, and, if applicable, have appropriate ANSI inspection certificates,
permits and other certification necessary to operate the Equipment. Without limiting the foregoing, Lessee shall maintain and provide to Lessor written records of preventative
maintenance and repairs, indicating date, and (hobbs) hour meter readings to show when such maintenance or repair work was performed. (o) Redelivery: Provide for transportation of
the Equipment in a manner consistent with the manufacturer's recommendations and practices to any locations within the continental United States as Lessor shall direct; and shall have
the Equipment unloaded at such locations. (p) Storage: Provide safe, secure storage for the Equipment for a period of up to (180) one hundred eighty days after expiration or early
termination of Lease at locations) satisfactory to Lessor.
(3) Inspections: (a) At your expense, at least ninety (90) days prior to, and not more than one hundred twenty (120) days prior to lease expiration, each item of Equipment must be
inspected by a manufacturers authorized maintenance representative or other qualified maintenance provider (acceptable to us) to ensure the Equipment conforms to the return
provisions outlined herein. (b) From ninety (90) days prior to the return of the Equipment, you must make the Equipment available to our agent during regular working hours so walk -
around appraisals/inspections can be conducted. (c) The results of the testing and appraisal, with necessary reconditioning, documenting that the Equipment meets the return conditions
required herein are to be provided to us sixty (60) days prior to the return of the Equipment.
F. TAX BENEFIT AND TAX INDEMNIFICATION. You agree that this Lease has been entered into on the assumption that we will be entitled to certain tax benefits available to the
owner of the Equipment. You agree to indemnify us for the loss of any income tax benefits caused by your acts or omissions inconsistent with such assumption or the Lease. This
indemnity continues beyond the expiration or other cancellation or termination of this Master Agreement and any Lease and may be enforced by, and is for the benefit of us and our
successors, assigns, affiliates, beneficiaries and all of our and such affiliates', beneficiaries', successors' and assigns' respective directors, shareholders, officers, employees, agents,
predecessors, attorneys -in -fact and lawyers.
G. ANNUAL OPERATING HOURS. You acknowledge that the Lease Payment has been calculated on the assumption that each unit of Equipment will be operated annually during the
Term for the number of Annual Operating Hours listed above and that the condition of the Equipment upon return to us shall comply with such assumption. In the event that you do not
exercise the FMV Purchase Option described below, should it be determined that the actual number of operating hours for any unit of Equipment (the Total Operating Hours") exceeds
the applicable Total Permitted Operating Hours' (to be computed by dividing the Annual Operating Hours for such unit of Equipment by twelve and then multiplying such quotient by the
number of months in the Term), you may, at our option, be required to pay upon demand for each such unit of Equipment, in addition to any other amounts due under this Lease: (i) an
excess usage charge which shall be calculated by us by subtracting the Total Permitted Operating Hours from the Total Operating Hours (rounded down to the nearest hour) and
multiplying such difference by the corresponding Excess Usage Hourly Charge which is calculated by multiplying 0.000025 times that part of the Total Cost attributable to such unit of
Equipment (plus calculating any applicable taxes); plus (ii) any and all repair costs which are deemed necessary by us, in our sole reasonable discretion, which are related to such excess
usage. In addition to the notice requirements otherwise provided in the Lease, you agree to promptly notify us of any malfunction of (as the case may be) the hobbs or. hour meter.
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ALL TERMS AND CONDITIONS ON THIS SCHEDULE ARE BINDING UPON THE PARTIES HERETO. To the extent of any conflict or inconsistency between this Schedule and the
Master Agreement, this Schedule will prevail, but only with respect to the Lease created hereunder. This Schedule is not binding or effective with respect to the Master Agreement or,
Equipment of Soft Costs until executed on behalf of us and you by authorized representatives.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written
LESSOR:
INLAI" INC
LESSEE:
CITY OF MENIFEE
!!CAT
By
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By
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Name:
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Name:
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Title:
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Title:
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STATE AND LOCAL GOVERNMENT ADDENDUM - GENERAL
(Commercial Pricing)
THIS ADDENDUM, entered into by and between CITY OF MENIFEE, as lessee and/or customer ("Lessee') and INLAND BOBCAT INC, as the lessor, equipment
owner, and/or the provider of financial services to Lessee ("Lessor/Owner ), amends and modifies Equipment Schedule No. 001 dated November 12, 2015 to
Master Lease Agreement No. 9839366 (the "Agreement").
BACKGROUND
A. By the above -referenced Agreement, Lessor/Owner has agreed to extend financing to Lessee upon and subject to the terms and conditions set forth
in the Agreement.
B. Lessor/Owner and Lessee desire to amend the terms and conditions of the Agreement, upon and subject to the terms and conditions of this
Addendum.
C. All capitalized terms not otherwise defined herein will have the meanings set forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally
bound agree as follows with respect to the Agreement and the transaction evidenced thereby:
1. EFFECT OF ADDENDUM. To the extent of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum
will prevail and control. All terms and conditions of the Agreement not modified by this Addendum shall remain in full force and effect and are hereby ratified by
the parties.
2. GOVERNING LAW AND JURISDICTION. THE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CUSTOMER'S
LOCATION, AND THE PARTIES AGREE TO THE NON-EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN SUCH
STATE.
3. NON -APPROPRIATION OF FUNDS. Notwithstanding any provisions of the Agreement, Lessee's obligation to pay all amounts due under the
Agreement, including but not limited to the Lease Payments, is contingent upon the approval of appropriation of funds by its governing body. Lessee
intends to remit all Lease Payments and other sums when due and payable to Lessor/Owner for the full Term of the Agreement, if funds are legally
available. In the event, despite Lessee's good faith efforts and exhaustion of all administrative appeals, (i) Lessee is not granted an appropriation of funds
at any time during the Term of the Agreement for the Equipment or for other functionally similar equipment to the Equipment, and (ii) operating funds are not
otherwise available to Lessee to pay its obligations under the Agreement, and (iii) there is no other legal procedure or available funds by or with which payment
can be made to Lessor/Owner, and (iv) the non -appropriation did not result from an act or omission by Lessee, then Lessee shall have the right to terminate
the Agreement as of the last day of the fiscal period for which appropriations were received ("Termination Date'). At least thirty (30) days prior to the
Termination Date, Lessee's chief executive officer (or legal counsel) shall certify in writing that (a) funds have not been appropriated for the following fiscal
period, (b) such non- appropriation did not result from any act or failure to act by Lessee, and (c) Lessee has exhausted all funds legally available for the
payments due under the Agreement. Such termination shall be without penalty or expense to Lessee, except that Lessee shall remain obligated to pay any
payments or sums due under the Agreement for which funds shall have been appropriated and budgeted, and Lessee shall return the Equipment to
Lessor/Owner on or prior to the Termination Date in accordance with the Equipment return provisions of the Agreement. If Lessee terminates the
Agreement because of non -appropriation of funds, Lessee may not purchase, lease, or rent equipment performing functions similar to those performed by
the Equipment for a period of twelve (12) months from the Termination Date. This paragraph shall not permit Lessee to terminate the Agreement in order to
acquire any other equipment or to allocate funds directly or indirectly to perform essentially the application for which the Equipment is intended.
4. OWNERSHIP; TAXES. Lessee hereby acknowledges and agrees that Lessor/Owner will be the legal owner of the Equipment throughout the term
of the Agreement, and may be assessed personal property taxes, notwithstanding the fact that Lessee may be exempt from the payment of such taxes.
Consequently, Lessee hereby agrees to either, at the option of Lessor/Owner: (a) reimburse Lessor/Owner annually for all personal property taxes
which Lessor/Owner may be required to pay as the owner of the Equipment, or (b) remit to Lessor/Owner each month Lessor/Owners estimate of the
monthly equivalent of the annual personal property taxes to be assessed against the owner of the Equipment.
5. SPECIAL REPRESENTATIONS AND WARRANTIES OF CUSTOMER. Lessee hereby represents and warrants to Lessor/Owner that as of the date of this
Agreement, and throughout the Term thereof: (a) Lessee is the entity indicated in the Agreement; (b) Lessee is duly organized and existing under the
Constitution and laws of the State in which it is located; (c) Lessee is authorized to enter into and carry out its obligations under the Agreement, any
documents relative to the acquisition of the Equipment and any other documents required to be delivered in connection with the Agreement (collectively,
the "Documents'); (d) the Documents have been duly authorized, executed and delivered by Lessee in accordance with all applicable laws, rules,
ordinances, and regulations, and person(s) signing the Documents have the authority to do so, are acting with the full authorization of Lessee's governing
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body, and hold the offices indicated below their signatures, each of which are genuine, and the Documents constitute the valid, legal, binding agreements of
Lessee, enforceable in accordance with their terms, (e) the Equipment is essential to the immediate performance of a governmental or proprietary function
by Lessee within the scope of its authority and shall be used during the Term of the Agreement only to perform such function; (f) Lessee intends to use the
Equipment for the entire Term and shall take all necessary action to include in its annual budget any funds required to fulfill its obligations for each fiscal
year during the Term; (g) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection
with the Agreement and the Equipment; (h) Lessee's obligation to remit all amounts due and payable under the Agreement constitutes a current expense
and not a debt under applicable state law, no provision of the Agreement constitutes a pledge of Lessee's tax or general revenues, and any provision which
is so construed by a court of competent jurisdiction is void from the inception of the Agreement; (i) all amounts due and to become due during Lessee's current
fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available for the use
of the Equipment; 0) all financial information Lessee has provided to Lessor/Owner is true and accurate and provides a good representation of Lessee's financial
condition; (k) no event of non -appropriation, as described herein, has occurred and it is not presently known that any such event will occur under any lease or
other contract by which Lessee is bound; and (1) if requested by Lessor/Owner, Lessee will execute and deliver to Lessor/Owner in connection with the
Agreement, a certificate of resolution and incumbency and/or an opinion of counsel in form and substance satisfactory to Lessor/Owner.
6. LIMITATIONS. The parties intend that the collection of any damages, the exercise of any remedy, the enforceability of any indemnity, and any
requirements of Lessee relative to non -appropriation set forth in the Agreement or in this Addendum are subject to any limitations imposed by applicable law,
7. EFFECTIVENESS OF ADDENDUM. This Addendum 1s incorporated into and made a part of the Agreement, effective as of the same day as
the Agreement. This Addendum and the Agreement together constitute the entire agreement of the parties with respect to the subject matter hereof and thereof.
All terms and conditions of the Agreement not expressly modified hereby remain in full force and are hereby ratified by the parties.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Addendum effective as of the effective date set forth
above.
INLAND BOBCAT INC CITY OF MENIFEE
Lessor/Owner Lessee
NAME: (�J\ p�� 1�����yf✓tf NAME: V1 4Lhl
TITLE: ��f� , vt (,�� ��l�._ . ,, TITLE:
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Certificate: Authorizing Resolutions, Incumbency, Appropriation and Essendai Use
In connection with that Municipal Lease Agreement 9839366 ("Lease's dated and effective as of November 12, 2015 between INLAND BOBCAT INC which, together
with any successor or assignee (including GE Capital Information Technology Solutions, LLC), is referred to as "Lessor" and CITY OF MENIFEE a political subdivision
organized and existing under the Constitution and laws of the State of California which is referred to as "Lessee, "the undersigned does hereby certify to Lessor as follows:
1. I am the duly appointed/elected (choose one) and acting Clerk/Secretary of the (give name of agency, if any) ("Governing Body') of Lessee,
and I have custody of the records of said Governing Body.
2. The resolutions attached hereto as Exhibit A and made a part hereof are a true and correct copy of the resolutions adopted and ratified by the Governing Body of
Lessee according to its rules of procedure at its public meeting held on and said resolutions have not been rescinded or modified and are still in
full force and effect.
3. The individuals named below are the duly elected or appointed officers of Lessee holding the offices or positions set forth after their names, and that their
signatures below are genuine:
Name
Title
Sionature
4. Lessee has an immediate need for and expects to make immediate use of all of the Equipment described in the Lease in the performance of its governmental
and proprietary functions and such need is not expected to diminish during the term of the Lease. Specifically, the Equipment will be used as follows:
5. All payments due by Lessee under the Lease for the current fiscal year are within the fiscal year budget for the fiscal year ending and are
included within an unrestricted and unencumbered appropriation currently available for the lease/purchase of the Equipment.
6. The Equipment is essenfial to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority.
7. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or government body that challenges the organization or
existence of Lessee, the authority of its officers, the authorization, approval and/or execution of the Documents (as defined in the Lease), the appropriation of funds in
connection therewith for the current fiscal year, or the ability of the Lessee to perform its obligations under the L as6 and the transactions contemplated thereby.
� L.S.
[SEAL] (Name of Sear ifary)
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RESOLUTION
WHEREAS, CITY OF MENIFEE (the "Lessee") is a validly existing political subdivision of the State of CA (the "State'), existing as such under and by virtue of the Constitution, statutes and laws
of the State;
WHEREAS, the of the Lessee (the "Governing Body") has the power under the laws of the State to lease or purchase personal property for use by the
Lessee; and the Governing Body has determined, and hereby determines, that it is in the best interests of the Lessee to enter into a Municipal Lease Agreement with INLAND BOBCAT INC
("Lessor's which lease will be assigned to GE Capital Information Technology Solutions, LLC ("Assignee") pursuant to an assignment by Lessor to Assignee (such Municipal Lease Agreement
and Assignment are herein together referred to as the "Lease") for the purpose of financing the acquisition of the equipment (the "Equipment") described in Exhibit A to the Lease, and that the
use of such Equipment is essential to the Lessee's proper, efficient and economic operation;
WHEREAS, the Governing Body has taken the necessary and appropriate steps under applicable law, including, without limitation, any public bidding requirements, to arrange for the acquisition
and financing of the Equipment under the Lease;
WHEREAS, the Lease terminates, and the Lessee's obligations thereunder are extinguished, if the Governing Body fails to appropriate money for the ensuring fiscal year for the payment of the
amounts due in such fiscal year;
WHEREAS, there has been presented to the Governing Body the form of the Lease, including Exhibit A thereto, which the Lessee proposes to approve, enter into and deliver, as applicable, to
effectuate the proposed financing of the Equipment; and it appears that the Lease and its Exhibit A are in appropriate form and are appropriate instruments for the purposes intended.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY AS FOLLOWS:
Section 1. That all actions of the Lessee in effectuating the Lease are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by
the Lease.
Section 2. That sums be and hereby are allocated from the budget of the Governing Body for the fiscal year ending on sufficient to meet all obrigations of the Lessee
under the Lease, including without limitation Monthly Rent in the amount of $ per month.
Section 3. The Governing Body hereby approves the acquisition by the Lessee of the Equipment described in Exhibit A to the Lease, such acquisition to be financed by
Lessor/Assignee pursuant to and in accordance with the terms of the Lease, which will be a valid, legal and binding obligation of the Lessee enforceable in accordance with its terms. The form
and content of the Lease are in all respects authorized, approved and confirmed and the of the Lessee, or his designee is authorized, empowered and directed to
execute and deliver the Lease and the other Documents (as defined in the Lease) for and on behalf of the Lessee in substantially the form attached hereto, but with such changes, modifications,
additions or deletions therein as shall to him seem necessary, desirable or appropriate.
BE IT FURTHER RESOLVED THAT this Resolution take effect from and after its passage.
Approved this day of 20.
Name:.
Title: tiL 4VC�>,
Attachment
C&I MLA SLG PKG
2.OT 8/2014
9839366001
NOTICE OF ASSIGNMENT
DATE: November 12, 2015
TO: CITY OF MENIFEE
RE: Assignment of Schedule No. 001 to Master Lease No. 9839366 (the Schedules and the Master Lease Agreement are hereinafter collectively referred to as the
"Agreement")
Dear Customer,
Please be advised that we have sold and assigned to GE Capital Information Technology Solutions, LLC ("GE") all of our right, title and interest in and to, but none of
our obligations in and to: (1) the Agreement identified above; (2) all rights and remedies under the Agreement; (3) the equipment subject to the Agreement; and (4) all
payments due and to become due under the Agreement.
We did not transfer any of our obligations under the Agreement to GE. All correspondence and questions regarding maintenance and performance of the equipment
should be directed to us. Under the terms of the Agreement, you are required to remit Lease Payments and all other payments notwithstanding any complaint you
may have against us for the maintenance, service, or supplies. Please remit all Lease Payments and all other payments due and to become due under the Agreement
to GE at the address provided by GE .GE will invoice you each month for the Lease Payments due and payable under the Agreement.
Additionally, all notices required to be sent to the Lessor under the Agreement and any notices regarding your termination of the Agreement for non -appropriation or
convenience should also be sent to GE at the address listed below.
Please acknowledge your receipt of this nctifcation letter in the space provided below and return to GE at the following address:
GE Capital Information Technology Solutions, LLC
300 E. John Carpenter Drive
Irving, TX 75062-2712
In the event you do not acknowledge and return this notification letter within ten (10) days of the date referenced above, GE will assume you have read and agree with
the information contained herein and will remit to GE all payments due and to become due under the Agreement.
Sincerely,
INLAND BOBCAT INC
(Lessor)
Name and Title:
ACKNOWLEDGED THIS DAY, t 1) 1
CITY OF MENIFEE
(Lessee) f
By: I
La .
Name and Title:
C&I MLA SLG PKG
2.OT 812014
9839366001
i GE Capital DELIVERY & ACCEPTANCE CERTIFICATE
Master Lease Agreement No.9839366
Equipment Schedule No. 9839366.001
Lessor: INLAND BOBCAT INC Lessee: CITY OF MENIFEE
Address: 5494 VIA RICARDO Street Address: 29714 HAUN ROAD
City/State/Zip: RIVERSIDE, CA 92509 City/State/Zip: MENIFEE, CA 92586
"Master Agreement" means the above referenced Master Lease Agreement. "Schedule" means the above referenced Equipment Schedule. The terms and conditions of the Master
Agreement are incorporated into each Schedule, and together, each Schedule and the Master Agreement as it relates to such Schedule, constitute a lease ("Lease"). "Equipment"
means the equipment and other property described on the applicable Schedule, as well as any purchase orders, attachments, accessories, accessions, replacements, replacement parts,
substitutions, additions, upgrades, exchanges and repairs to the equipment and other property. "Lessor" means GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, LLC and its
successor and assigns, and is also referred to as "we", "us" and "our." "Lessee" means the above referenced entity or sole proprietorship and is also referred to as "you" and "your."
Capitalized terms used but not defined herein shall have the meanings given to them in the Lease. You hereby authorize us insert or update the date set forth below with the best
information we have available.
Pursuant to the provisions of the Schedule identified above, as of the date set forth below you, hereby certify and warrant to us that: (a) all Equipment listed below has been delivered and
installed (if applicable) on the date set forth below; (b) you have inspected the Equipment, and all such testing as you deem necessary has been performed by you or the Supplier or the
Manufacturer of the Equipment; and (c) you irrevocably accept the Equipment for all purposes of the Lease.
You further certify that as of the date hereof: (i) you are not in default under the Lease; and (ii) the representations and warranties made by you pursuant to or under the Lease are true
and correct.
DESCRIPTION OF EQUIPMENT
All equipment, software and other property more fully described below or in Exhibit A attached hereto and made a part hereof:
Qty
Make
Model
Year
Equipment Type
Serial Number
Equipment Address
1
BOBCAT
S570 T4
2015
SKID STEER LOADERS
ALM415308
29714 HAUN ROAD, MENIFEE, CA
92586
Term (No. of Months): 24
LESSEE: CITY OF MENIFEE
r
By:
�r
Name: y _ 2`, !7a�
Title: X p',:4ti"+wt��L
Date:" X ((i �j 1
'Date upon which the Equipment was delivered, installed and accepted by Lessee
GECITS C&I MLA
2.OT 812014
9839366-001
Manual3-1731475505
0 GE Copital
BILLING INFORMATION
Master Lease Agreement or Master Loan and Security Agreement No. 9839366
Equipment Schedule No. 9839366.001
Lessor/Lendor: INLAND BOBCAT INC Lessee/Borrower: CITY OF MENIFEE
Address: 5494 VIA RICARDO Street Address: 29714 HAUN ROAD
City/State/Zip: RIVERSIDE, CA 92509 City/State/Zip: MENIFEE, CA 92586
ALTHOUGH THIS FORM IS NOT REQUIRED, FAILURE TO COMPLETE THIS FORM IN FULL MAY LEAD TO A DELAY
IN PROCESSING YOUR ACCOUNT AND MAY LEAD TO BILLING COMPLICATIONS
DIRECTIONS: Complete the following information and return it with your signed Agreement. Please be sure to fill in all items; mark "N/A" as appropriate.
FAILURE TO COMPLETE THIS FORM IN FULL MAY LEAD TO A DELAY IN PROCESSING YOUR ACCOUNT AND MAY LEAD TO BILLING COMPLICATIONS.
1. BILLING INFORMATION.
Customer Name:
Contact Name:
Contact Phone Number:
Email Address:
Federal Tax ID #
CITY OF MENIFEE
n
1,A, JC tfivTide:
�'C- 7 - U '2 - (o '7'1 .-I Fax Number:
XX-XXX9857
2. WHERE WOULD YOU LIKE YOUR INVOICE SENT?
Street/Post Office Box Address: 29714 HAUN ROAD
City, State, and Zip Code: MENIFEE, CA 92586
Attention: I: ,�1aL t- ,}VffP*"F Phone Number: `( �� - � %� `b -777
Department: Lys t i/Lru- gg r L_.
3. WHAT INFORMATION WOULD YOU LIKE ON YOUR INVOICE?
Equipment Serial Number, Model Number and Description on all assets (i4� on first asset only ( )
Equipment Location on all assets X on first asset only
4. REQUIRED "COMPANY PURCHASE ORDER NUMBER"? IF "YES", PLEASE SUPPLY THE FOLLOWING INFORMATION:
Purchase Order
Number:
Contact:
5. Please provide us with a copy of your Tax Exempt Certificate (if applicable).
Expiration Date:
Phone Number.
6. MyAccounts provides you with 24/7 online access to certain account information including invoices, contract copy, and electronic payment options. For your convenience, we will
take care of the pre -registration process. Please watch for an e-mail with registration instructions. Existing customers can call 1-800-937-1408 for us to complete pre -registration on
the phone.
PLEASE MAKE YOUR PURCHASE ORDERS OUT TO GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS. LLC for your lease payment to ensure timely processing
of your invoices.
Your invoice will be mailed approximately 30 days in advance of your payment due date.
Please return documents and this form to:
INLAND BOBCAT INC
300 E. JOHN CARPENTER FREEWAY
IRVING, TX 75062.2712
FAX:888-810.4101
EMAIL: capital bobcatdocuments@ge.com
GECITS C&I MLA
2.OT 8/2014
9839366-001
Manual3-1731475505