HomeMy WebLinkAboutR-2011-068 Bobcat Lease (Skid Steer) RESOLUTION NO. R-2011-068
A RESOLUTION AUTHORIZING AND APPROVING A SALES AGREEMENT, MASTER
LEASE AND LEASE SCHEDULE WITH KC BOBCAT THROUGH BERRY COMPANIES, INC
FOR THE PURPOSE OF FINANCING A SKID STEER LOADER IN AN AMOUNT NOT TO
EXCEED $6500
WHEREAS, the City has a need to acquire skid steer loader for its Public Works
Department operations and use of such equipment is essential to the City's proper, efficient and
economic operation; and I
WHEREAS, a skid steer loader is available for purchase from KC Bobcat off the Mid
America Regional Council Cooperative Purchasing program; and
WHEREAS, the City desires to purchase said skid steer loader through a lease purchase
agreement from KC Bobcat through Berry Companies, Inc. according to the terms and conditions
set forth in the Sales Agreement, Master Lease and Lease Schedule attached hereto as Exhibits
A, B, and C, respectively; and
WHEREAS, said lease will be assigned to General Electric Capital Corporation pursuant to
an assignment by Berry Companies, Inc To General Electric Capital Corporation for the purpose of
financing the acquisition of the skid steer loader as set forth in Exhibit D attached hereto; and
WHEREAS, funds for such purpose are available in the Fiscal Year 2011-2012 Budget in
an amount not to exceed $6500; and
WHEREAS, the Board of Aldermen find it is in the best interest of the City to enter into the
Sales Agreement, Master Lease and Lease Schedule with Berry Companies, Inc in substantially the
same forms as set forth in Exhibits A, B and C attached hereto and to approve the Assignment of
such lease to General Electric Capital Corporation in substantially the same form as set forth in
Exhibit D attached hereto;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE �
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
THAT a lease of a skid steer loader as set forth in the Sales Agreement, Master Lease
and Lease Schedule is hereby authorized, approved, and ratified in an amount not to exceed
$6500;
FURTHER THAT execution and delivery of the Sales Agreement, Master Lease and I
Lease Schedule by and between the City of Riverside, KC Bobcat and Berry Companies, Inc. in
substantially the same form as attached hereto in Exhibits "A", "8" and "C", respectively, by the
City Administrator is hereby authorized, approved and ratified with such changes, modifications,
additions or deletions therein as shall be deemed necessary, desirable or appropriate by the
City administrator prior to execution thereof;
FURTHER THAT assignment of said Sales Agreement, Master Lease and Lease �
Schedule to General Electric Capital Corporation by Berry Companies, inc. as set forth in
Exhibit D attached hereto is hereby authorized, approved and ratified;
RESOLUTION NO. R-2011-068
FURTHER THAT the City Administrator and Finance Director are hereby authorized to
execute all other documents and agreements necessary or incidental to carry out the terms and
conditions of such agreements and the City Clerk is authorized to attest thereto.
PASSED AND ADOPTED by the oard of dermen and APPROVED by the Mayor of
the City of Riverside, Missouri, the lo��ay of , 2011.
��� O
. Kathleen L. Rose, Mayor ,
ATTEST:
s �—.,
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Robin Littrell, City Clerk
Approv as to Form:
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y Thoi pson, City Attorney
.
CITY OF
� ,� RIVE RS, I Q�
��� M1S5�3tJR!
Upstream from ordrnary.
2950 NW Vivion Road
Riverside, Missouri 64150
AGENDA DATE: 08- 16-2011
TO: Mayor and Board of Aldermen
FROM: Tom Wooddell, Public Works Director
RE: Lease approval of 2011 Bobcat S770 Skid Steer
BACKGROUND: Funding to lease a 2011 Bobcat Skid Steer was included in the 2011-2012 budget.
The skid steer will be leased from the Bobcat Company.
BUDGETARY IMPACT: The adopted 2011-2012 fiscal budget included $6500.00 for the one year
lease of the Bobcat Skid Steer. The total lease cost of the Bobcat skid steer is $6500.00.
l � Blue&pdnga, RENTAL OR SALES AGREEMENT
22C9 West 40 Hwy I (816) 229-4006 Fax (9161 Z?-9-�631 Plette City, MO 64079
� � �� Ofathe, KS 8806'I a �
� r/ „ 801 Ma.n I (81614.1-3001 I Fax (816, 431 �3CO2
1220 S Hamilton Cir 1 �913) 829-16G0 / Faz j513)825-�552 WaRensburq, MO84019.
KC B o b c at Gre,WVlaw, M0 640]0 279 NW US Highway 50 !(660) i4?-3359I Fan (660) 7473fi53
6929 E 154th Ter/ (876) 318-9531 ! Fax (816) 319-9448
Order Date: 07/25111
Subject to the terms and conditions of this Order and the Terms contained on the reverse side, the following customer ("Customer") purchaseslrents from
KC Bobcat ("KC") the following descrihed Equipment to be delivered
on or about the F.O.B. Shipped From
INVOICE TO: riverside city of SHIP TO/JOB LOCATION:
Street Address I
a.0. Box Job Site Phone �
o ec r--
�ity and State riverside mo. Prepaid �"'
�ustomer Ph. # Purchase Order #
� RENTAL � FINANCE r PAYMENT
EQUIP. NO QTY. MFG. MODEL HR. METER DESCRIPTION SERIAL NO. PRICE
1043362 1 bc s770 a91 sjc,a, a3p411220 $ 43,361.17
1044860 1 bc 80 hd ci
1044859 1 bc 80 hd ci
36 mo 2000 hr pp warranty
IEPOSIT: PRICE
TRADE IN I DESCRIPTION: ALLOWANCE
NET DIFFERENCE
PHYSICAL DAMAGE WAIVER
STATE SALES TAX
CITY SALES TAX
�OMMENTS: 3250 down 3250.00 in 6 mo. DOWN PAYMENT $ 3,250.00
LOAN PAYOFF AMOUNT
UCC-1 / DOCUMENTATION FEE
TOTAL $ 40,111.17
RENTIPURCHASE FINANCE PAYMENT
�RENTAL TO START AT THE RATE OF -SOURCE OF FINANCING r NET ON DELIVERY
PER DAY/WEEIUMONTH/FIXED MINIMAL RENTAL PERIO� (— NET UPON
PURCHASE OPTION r YES r"' NO -rERM RECEIPT OF
�PURCHASE OPTION PRICE $ PLUS SA�ES TAX -PAYMENT FRE�UENCY INVOICE
LENGTH OF PURCHASE OPTION TERM -PAYMENTS TO START
IN ILHEv f W ILL I)E GI'IANULL OX VFvI� UVE
FINANCE CHARGE ON RENTALS WITH PURCHASE OPTION OF %-INTEREST RATE acm��rs�rr�c�ic.esrv.wru�a.re
PER MONTH ON UNPAID BALANCE. -AMOUNT OF DOWN PAYMENT �c.roeaceen�.ax�,:arnonrX
Limited Physical Damage Waiver (PDW)
INITIAL WARRANTIES KC SELLS OR RENTS THE E�UIPMENT "AS IS.' AND MAKES NOT WARRANTIES EIiHER E%PRESSED
ly your initials, you accept Ihe terms of fhe PDW oescribed m Oaragraph OR IMPLIE� GONCERNING TNE EWiPMENT, MCLUDING. W ITHOUT LIMITATION. ANY WARRANTV OF FITNESS FOR
� On IhC fev¢fSE SitlC 2ftd P2yrt18(lt Of Ih¢ P�W F2¢ SB[ 10hh 2bOVC. A FARTICJLAR Pl1RPC5E MERCHANTA9ILITV. OR WFRINGEMENT. CUSTOMEB EXPRESSLV DISCLAIMS ANV
�' RELIANCE ON OTHER $TATEMc_NTS M ADE BV KC DR ITS AGENTS.
SafetyClause (Customermust initial) IIMITATIONOFL!P.BILSY RC'SLIABILITYO A VCIAI 0 A M� H T A I I' T F 0 A T TR T
..IA3ILITY iOHT INCLUDING NEGLIG: 10E OR 0 R RV F A A I51 G T P
:US�Ort1EI eCknOW12d983 2f1d 3QfE23Ih2t (3j Cll9fdinEf h23 fECBiVEd ell CONNECTE� WITH OR RESULTI FROM THIS AGR EM NT. OR FROM T E PERFORMANC OF REACH THER_OF OR
�a�luf2Ciufer'S Opera�ion manu315 Oerfainin9 IO �he Equipmenl, �b) FROM THE SALBRENTAL DELIVERV RESALERERENTAL OR REPAIR OP ANYGOO�S COVERE� BYOR FURNISHED
;US�Ome1 Shall be Solely fesponsible fof the Ireir.in9 Of 311 Gompetent � 'JNDER THIS AGREEMENT SHALL �4 NO CASE EXCEED THE TOTAL PURCHASE PRIGE OR RENTAL CHARGES MA�E TO
iperatofs in dntl the Sa1e 2nd IBgal operation of [he EqUipment within its CP E TO T UIPM NT HICH GI ES RIS TO THE CLAIM, IN NO EVENT SHALL KC BE LIABLE FOR ANY
pBCi(ied pertottOantB C2pa6iliti05, (c) KC ha5 ORered the Custome! INPIRECi SPECIAL EXEMPL4RY CONSE�UENTIAL OR PUNITNE DAMAGES. INCLUDING BUT NOTLIMITED TO LOST
�struction in the proper use of the EquipmeN, (d) Customer, at its sole �ROFITS AND COST OF COVER.
izpense, will complywith all federal, stete and Iwal laws, reguletions, and INITIAL
ifdinanCes, felaling ta Ihe use of lhe Equipmenl. inClutling without THE LAWS OF &OME 6TATES DO NOT PERMITCERTAIN LIMITATIDNS ON WARRANTIES OR REMEDIES. IN THE
rtlita�ion the legulaflons 0(the OCCUp3NOnal S2fety 2ltd H23%h EVENT SUCH A LAW APPLIES 7HE FOREGOING EXCWSIONS AND LIMITATIDNS ARE AMENDED INSOFAR AND
�dminis�ration. X ONLV INSOFAR. AS REOUIRED BY SAID LAWS
I HAVE READ, UNDERSTAND, AND AGREE WITH ALL OF TXESE TERMS ANO THaSE CONTAINE� ON THE REVERSE
Entire Agreement (Customer musl initial) SIDE.
GUSTOMEfFfP h�aoror �aee): �' �
Tis Apreement, including fie terms on ihe reversa siae, reprasent Ma enliro BY •'� TITLE �ATE
nderslanEinB o(�he paM1ies antl I�is ABreemanl supersetles any pnar }
preemenb (aral orwntten) regarding the metlers oullined hemin. No lerm or X
roviai0n of Ihie Aqraement may Oe amendetl, altereQ waivad, tllscherped, or
arminated axcept Cy wril�en instrument signeG by authonze0 raprosentatives ot ALL SALES ARE FINAL
m partias hereto, and shall not be mo0ilied or inlerpreled hy retarence lo any PRINT NAME:'
nor course ot tlea�ing, usege o1lraAe, or course of pedormance. X 4 � , �\��� r � � � � 1 � . _( �� � r C � ��
1 \� 1 J
'aken by Ten•,iory Accepled by: Credil
iJD plattecity
NfIUL
I. NEW FACTORY WARRANTY J
?. NO WARRANTY EXPRESSED OR IMPLIED j"' """`
nrtui
1. USE� EQ. SPECIAL TERMS �
��
Capital Solutions
Lessee: CITY OF R]VERSIDE, MO
Date: JULY 28, 2011
Master lease # 5423415
Lease Schedule# 8423415-003
This is a cover letter indicating that the documents listed below need to be completed so we can process
your lease. PLEASE SIGN THE ENCLOSED DOCiT:�IENTS AND RETURN THE FOLLOWING TO
US.
Master Lease Agreement to be signed by: An Authorized Governing Board Member
Master Lease Schedule to be signed by: An Authorized Governing Board Member
Insurance Letter to be retumed
Delivery and Acceptance to be signed by: An Authorized Governing Board Member
Ship ToBill To For[n to be completed and returned
Please submit a tax exempt certificate (if applicable)
Please Issue a PO to General Electric Capital Corporation including term, payment
and equipment description.
** PLEASE SUBMIT A TAX EXEMPT CERTIFICATE (IF APPLICABLE)
rev. 9l99
�5��tt� rrf �t��rrixxt
EXEMPTION FROh1 MI:,SC3URI SALES AND USE TAX ON PURCHASES
, Issued io: Missouri 7ax SD
Number: 12�93121
CI7Y �F F?IVERSIDE
2950 NW VYVION RD Ef�ectiva Date:
RIVERSIDE f1Q 64150-15a2 07/11fZ002
Your applaca�ian Far salesfuse �iax exemp4 status has been appruved
persuant to sectinn 1G4.D30.i, RSFio. Th3s Ietter� is issue�i as
rJoci�mentafion or' your exemp� sCatus,
Purchases Sy your Agency are no�� suhject to sales or usz t�x
7f i-aith�n the canduct of yaur agency's exemp�t runctions
and activities. {�Jhen p!archasing 4Jll`fl this exemption, furnish
�11 sellers or vendors a cnpy o �this 1et'ter. Tl�is exenotion
may not be used 6y� individuals malcing parsonal purchases.
A cantractor m�y purchase �nd pay for cnnstruction �n�•terials exempt
fror,� sales tax when fiui�iia;n a corrfracf t�ith your Agency oniy
iT ynur Ag2ncy issues a prajecr �xemptinn certificate and th=
contractor makes Rurch�ses in coiapliance with the provisiflns
of seGtion 144.Od2, R5Mo.
Sales by youw Agency �re subj�ct to a11 applica6le state and
local s�les iraxes. If ynu engag� in �he 6usiness of selliny
tangiblz �>rsana.l i�rop�ertv �r taa;abl� services at t�et�il, ynu
rnust abfain a Missouri Retail Sales Tax License and eallect and
retwit sales tax.
This ss a continuing exemptinr, 5ubjet� r� legisla'tive changes
�nd revi=at by �ihe Direcior of Revenue. I� vour Agencvi ceases
i.0 ���c7�.11'� ?c 7p ovE!?:('-''� Eflti „� !- c e a t- •
t� r'_�'ll_ ?C..!!1P�'?�P� �f12 ;c�cg t6 h�
valid.. 7tris =xerep�tinn is not assignahle rar transferable. It
is an ea�rf�ption from sales and use taxes anly �nd is nr,t an
°XEG1q'�lon freM t`�al qr p2P9bf1al pr6pePty tBY.
Any alter�tion to khis 2xemptio�ti letter rendars it invalid.
if �ou have any questions i°zgarding the use of this 3etter, olease
contact the Divisicn of Ta.<ation and Collectaen, P,O. Box 3300,
Jeff2rson CiEy, h10 65105-330D, phnne 573-75I-283b.
�G!:➢S.3
� � = Master Lease A�reement
'� Capital Sof�ti�ns SLG Mun�cipal Pricing
`�_
Agreement# $423415
"MasterAgreemenY' shall mean this Master LeaseAgreement. "Schedule" shall mean any Lease Schedule signed by you a�d
us which incorporates the terms of this Master Agreement. "Lease" shall mean this Master Agreement and any Schedule.
• � � i � � ---- -- _ _ —
1.COMMENCEMENTOFSCHEOUIE.CommencementofaSchedule�the°Commencemeni0ate")and endorsemenisanchecksyousenetouswillnotreduceyoure61ga6onslous.WemaychargeyouareWmcheck
acceptance of Ihe Equipment shall ocar upon delivery of iha Equipment to you. You egree to insped �he ornon-suRwaenl funds charge of $25.00 forany check, which is reNmed bythe 6ank krany reason (not te exceed i
, Equipmert upen delivery antl venfy by felephone or in wnting such informa0on as we may require. The Equip- the madmum amowt per,nitled hy law).
' meni is accepted hy you under Ihe Lease unless yrou nolify us within three (3) days of delivery ihat you do cot 5. LATE CNARGES. Forany paymeM, which is not received within Ihirty (30) days cf Rs tlue date, you agree i
� aaepttheEqulpmentandspecify�hedefectamalfunction.lntha!evenl,wewi0replacethedeleciiveitemof topayalatechargeequalmthehigherof70%olmeamountdueor$22.00(nottoexceedlhemaximumamountl
Equipment or ihis Lease will be canceled and yau will assume all our rights under any purchase order or permitted by IawJ as reasonable :ollecTOn costs.
agreemententeredlntobyusto6uytl�eEqu!pmenLlfyousignedapurchaseoNerorsimilxragreemerAforlhe 6 .OWNERSHIP.USEMAINTENANCEANDREPAIR.Inthecaseola$1Lease,youshallhavetiL'etothe i
purchaseoftheEquipnent,bysgningaScheduleyouassigntousallofyournghis,bu(noneofyourobligalions EquipmentlromediatelyupondeliveryandshapbetheowneioffheEquipmentantlwereserveasecunryinterest
urMer i[ All atfachmenLS, atcassories, replacemeofs, replacement peAs, subsMWOns, adAitions and repairs lo in the Equipmentlo secure all of your obligations underthe Lease. In Me case of an FMV Lease, we awn Ihe
I the Equipnent shall form patl olthe Equipment undera Schedule, Equipmenl and you have the nghtto use Ihe Equipment underthe tertns of Ne Lease. If ihe Lease is Oeemed to .
2. SECURfTY OEPOSIL The Secunty �eposA wlll be held hy us. witnout inte�est, and may be commingled be a secured Iransacfioq you grant us a securily interest in the Equipmentto secure all of your obligations under �
(unlassotherNiserequ!retl6ylaw),untilallo6ligationsundertheLeasearesatisfied,andmayCeappliedatodr theLease.Youherebyassigntausallofyournghts,butnor�eofyourobligations,underanypurchaseagreementl
aption agalnsl amoun(s due under the Lease. The Security �eposil will be retumed to you upon termination of krihe Equipment. We hereby assign to you all our nghis under any manufacWrer orsupplierwartanfies, so long
I a Schedule, provided you are not in de!aNC or app4ed to the last Lease Payment ono the amount we may quole . as you a2 not in default hereander. You must keep the EquipmerA free of fens. You may not remrne the EGulpmer!1 I
I foranypurchaseorupgradeofiheEquipnent. fromlheadtlressindiratedonlhefrontofa5chedulewifhoutfirstobtainingourapproval.Youagreeto:(ajkeepi
� 3.LEASEPAYMENTS.Youag2etoremAbustheLeasePayment(assetfotlhintheScheduleJanJaAOther theEquipmentinyourezclusiveccnholanCpossession;(bfUSETHEEQUIPMENTONLYINTHELAWFULI
I sums when due and payable each Billing Penod at Ihe aCdress we provide to you from �ime to time. If the CONOUCT OF YOUR BUSINESS, ANP NOT FOR PERSONAL, HOUSEHOLO OR FAMIIY PURPOSES; fc) I
CommercemeniDateolaScheauleisrrotthefirstorthe(Ateenlhdayotanycalentlarmonth(a'Payment�ate"), usetheEqulpmenlinconformitywithallinsuranoerequirements,manufacNrzr'sinsVUCtionsandmanuals;(c)
Me ini�ial Term of a Schedule shall6e exlended by tl�e numberofdays behveen Ne Commencement Date and keep the Equfpment repaired and maintained in gaod workng ortler and as required by the manufacturer's I
tne Paymenl Date which first ocars afterthe Commencement Date of such Schedule and your first Lease wamanty, cerAACatlon and standard NII service maintenance contract; and (e) give us reasonable access lo �.
� Paymen� will he inaeased by 1f3P" o(the monthly Lease Payments multipfed by tl�e num6er of days elapsetl inspect Ihe Equipmentand Its maintenzr�ce and other rewrds.
� homtheCommencementDalefoihedaylmmediatelyprecedingihePayment�alewhichoccursaftersuch 7.INDEMNITY,Youareresponsi6leforalllosses,damage,clams,ininngementclaims,Iryunesandatlomey5'
I Canmencemert Date. Lease Payments a�re due wfieMer or not you are inroiwd. You aulhotlze us to adjustlhe fees and msis ("Claims �, inaned orasserted 6y anyperson, in any manner relating to the Equipment, including
I Lease Payments by not mcre Nan 15% to reP,ect any rewnfiguraCOn of the Equipmen[ or adjusiments to reAect its use, conditlon or possessien. You agree to defentl and indemnily us agains[ ell Claims, alfhough we reserve
appllcablesalestazesorNecostoftheEquipmenibythemanuhcturedsupplier. therighltoconiroltl�ede(enseandloselectorapprovede(enseccunseLThisindemnirycon�inues6eyondthe
I 4 LEASE LHARGES You agree to: (a� pay all cos6 and expenses associated wAh the use, maintenance, tertninaAOn of a Schedule, foracts or omissions, which occurtad dudng Ihe Tem� of a 5chedule. You elso agree
servicing, repair or repizcement ot the Equipment and (b) pay all premiums and other cosls of insunng Ihe� that ihe Lease has 6een entered into on Ne awumpfion that we wiu he antltled to certain tax benefits available
Equipmenl, In additlon, you will (ij reimburse us for all costs and expenses (inGuding reasona6le attomeys' tolhe owner of the Equipment. In the case ofan FMV Lease, you agree to indemnify
feesanticoudcosfs)inwrtedlnenforcingtheLeaseand(2)payaliNhe�ces6andexpensesforwhichyouare usfortl�elossafanyincometaxbenefitswused6yyouraclsoromissionsinconsistentwithsuchassumptbn
obligatetlunder�heLease(the"LeasaCharges"),IfaScheduleprovitlesyouwithaSlPUrehase0ptinn�a"$1 orNelease.Intl�eeveMofanysuchloas,wemayncreaseNeLeasePaymentsandotharamounlsduetooffset
�, Lease"), you agree la fle ail requlred property tax retums and proR.pdy pay all praperty ta�es, which may 6e any such adverse eflect
assessed against the EGUipment. If a Schedule pmvides you with a Fair Marke� Value Purchase Option (an 8. LO38OR DAMAGE. If anyitem of Equipment Is hst, stolen or0amaged you will, atyourop6on and cost,
"FMV Lease"), (a) you acknowledge and agree ihatwewill be Ihe ownerof fie Equipmenl �hmughaut the Lease eilher. (a) promptly repair the �em orreplace the Item wifh a camparab�e item reawnabty acceplahle to us; or(b)
Term and we will be assessed pe�sonal propeAy taxes, and (b) nolwiNstanding Ihe Facl ihat ycu may be exempt pay us the sum oF. (i) ell past due and current Lease Paymen's, (ii) �he present value of all remaining Lease
hnm ihe di�eGpaymenl of personal pmperty taces, you agree, atour disaefion, to eilher (i) reimburse us annual;y Paymenis for Ihe item, discoun�ed af the rate of 6N per annum (athe lowest rete permitted by law, whichever
;(or all personal propeRy ard other similar taxes and govemmental charges associated with Ihe ownership, Is hgher�, (ii) a!I Lease Cha,�ges, and (N) Iha Fair Market Value of ine Equipment (rfan FMV Leasei. We will then ,
possessionauseMmeEquipment,or(i�remitbuseachBillingPetlodoures6mateofUepro-ratedequivalent hansfertoyoualluurn�ht,tilleandinl:restiniheEquipmentAS-ISANOWHER'c-IS,WITHOUTANYWAR-�'
ot such faxes and govemmen�al charges. You agree lo pay us an adminlshaMe tee forthe processing of t�es, RANTY AS TO CON�ITION, TIiLE OR VALVE insurance proceeds shail be applied toward repaiG replacement
( assessmenfsorfeeswhichmaybedueandpayableundermeLease. Wemaylakeonyombehal(anyaction orpaymenihereunder,asaDplicable, InlhisMesterAgreement,"FairMarketValuebflheEquipmeMmeans
requiredunderlheLease,whichyoulailiotake,andeponreceiptofaurinvoiceyouvnllpromp[lypayourcosls itslnstal!edhirmaA�etvalueat[heeMoFtheTertn,essuminggcodoMerandcondition(exceptforordimarywear
(including Insurance premiums antl other payments toafftliates), pWs reasonable proressing tees. ResMctivc aM tearhom normal use), asestimated by us.
Continued on Page 2
BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL.
BY SIGNING THIS MASTER AGREEMENT, YOU AGREE TO THE TERMS ON BOTH PAGES 1 AND 2. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CRE�IT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW Sl1CH DEBT ARE NOT
ENFORCEABLE. TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS
ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND E7(CLUSIVE STATEMENT OF THE AGREEMENT BETWEEN U5, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MOOIFY IT.
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,� �
' I CITY OF RNERSIDE, MO
I BERRY COMPANIES INC 2 RD RIVERSIDE, MO 64150
i 801 NORTH MAIN PLAT"PE CITY, MO 64079
.
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naWre oi Authonz�gner n' �� t
Name: �✓ ame: V� y� i���
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Title: I Title: ���y � C(� � f� �-�C�0.'CO (� i
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; Date: j Date: � I I� Fed Tax ID
I �ata af Signature
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Pag¢ i of 2 GE 1624(c)-SLG 02f03
• ADDITIONALTERMS AfYU CONDITIONS OFAGREEMEIV'T I
� 9. INSURANCE. You agree, at yourcosl, to: (a) keep Ne Equipment insured against all nsks of physical loss or vioiate any law or agreement, (b) the Lease is signed by your authotlted officer w agem acting with �h�e PoII
damage for its Nil 2placement value, nammg us as Icss payee ;or, in Ihe case of a$1 Lease, naming you and us aumonzalion of your goveming body and holding �he affice intlitaled below such oficers or agenl's sgnaNre; (c�
as loss payees as our interests may appear); and (b) maintain puhlk Ilabiliiy insurance, covenng personal injury Ihe Lease, any documents relafive to the acquisiGon of the Equlpmentand any o�her dxuments requlred to be
and Equipmem damage for not lass than $300,OOD per ocanence, naming us as addilional insured. You havea deiivered in connection wtlh ihe Lease (collectivelg Ihe "Documanls'� have 6een duly au+.honzed, executed and
choice in how ycu satlsfy these insurence reGUi�remenls. First, you may o6tain wvarage on your own and prwide delivered by you in accordance with all applicable laws, rules, ordinances and regulaUOns (d) the Equipmenl is
usvrilhevidenceoflnsurar�cecoverage.IfyoueleGthsopGon,ihepalicymusibelssuedbyaninsurancecavier essentialtotheimmediateperfortnanceofagovemmentalorpmpnetaryfunc6onbyyouwithintl�escopeofywur
ratad Bi or better byA.M. Best Company, must provide us with no� less than 15 days' pnor wntten nolice ol aulhorityand shall be used dunng me LeaseTertn onlyto perfortn such function; (e) you intend lo use Ihe Equipmenl
cancellallon, non-renewal or amendment, and must provide tletludible amounLS acceplable lo us. Second, you forfhe entlre Lease ierm and shail take atl necessary ac6on tc include in your annual budget any (unds required
may eled to have us diredly obtain wverage protecting our interesh. UNLESS YDU PROVIDE EVICENCE OF to NIAII your o6iyatlons for each fiscal year dudng IAe Lease Term; (f) you have complled fi�llywith all aoplicabie
N iHE WSURANCE COVERAGE RE�UIRED BYTHIS MASTERAGREEMENT, WE MAY P1IRCHASE INSURARCE law goveming open meetings, public bidding and appropnations requi2d in connection with the Lease and Ne
ATYDIJR FJ(PENSE TO PROTECT OUR INTEREST W THE EQUIPMENT. THIS INSURANCE MAY, BUT NEED acquisition of Ne Equipment; (g) yourobligation fo ramlt Lease Payments under the Lease consfitutes a current
NOT,PROTECTYOURiNTERESTS.THECOVERAGETHATWEPURCHASEMAYNOTFAYANYCLAIMT}1AT e�enseandnoladebtunderappliw6lestatelaw,�h)nopmvislonafthisLeasaconstitutesapledgeofyourtae
YOU MAKE ORANY CLAIM THqT IS MA�E AGAINS7 Y0U IN CONNECTION WITH THE E�UIPMENT. Y0U orgeneral revenues, and any provision which is so construed by a coudof competentjurisdiction is mid fr�m ihe
MAY LAiER CPlJCELANY INSURNNCE PURCHASED BY LJS, BUTONLVAFTER PROVI�ING EVIDENCEiI-IPd incep�ion ofthe Lease; (I) all Lease Payments due and to become due dunng }rourairenl fiscal yearare wifhin the
YOII HAVE OBTAINED INSURANCE AS REQUIRED BY THIS MASTER A6REEMENT. IF WE PURCHASE fiscal 6udget of such year; and are included within en unrestncted and unencumbered appropnation currently
MSURANCE FOR THE E��IPMENT, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT MSURANCE, available for Ihe lease or leaselpurohase of ine EquipmenK and Q) all finandal informafion you hava pmvidedto
INCLUDING THE INS�FANCE PREMIl1M, INTERESTAN�ANY OTFiER CHARGES WE MAY IMPOSE IN CON- us is accurate and complafe and fairly represents your financial conditlon. The Lease is Ihe erGre agreement
NECTION WITH THE PLACEMENTOF THE INSURANCE, UMIL THE EFFECTIVE �ATE OF CANCELLATION be[ween us, and cannot be modified eKCept by anotl�er documentsigned hy us. The Lease is binding on you and
OR EkPIW1TI0N OF THE MSUR.4NCE. iHE CqSTS DF THE INSUR4NCE MAYBE ADDED TO YOURTOTPI your successors and assigns. You authodze �s orour agent!¢ (1 � abtain credit reports and make credrt mquines;
OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE (2)lumish payment history �o credit reporting agencies; and (3J be your ettomey-in•fact for Ihe sok purpose of
COST OF INSURP�tiCE YOU MAY BE ABLE TO 08TAIN ON YOUR OWN, The Insurance coverage vre obtain signing UCC financing statements. Any claim you have against us must be made within hvo (2) yeare aRerthe
may 6e through an insurance camer, whlch may be affiliated with our assignee orus. There will �e no tleduGible evenl, wh'nc �aused A, If a coud fnds any pmvision ofthe Lease to he unenFaceable, all othei terms shall remain
and the coverage wili include protection for earthquakes, floods and employee the8. We wlll pay Ihe premium, bN in e8ect and enForcea6le. You authonze us to insart orcorreG missing informalicn on U�e Lease, including your
you must reimburse us. Each 6illing Penod, you must pay us with your Lease Payment Ihe prwated po�9ion of tlie qoper legal name, serial numbers and any omer infortnation desaibing the Equipment If you so request, antl we
insurancepremium.A!theendof�heTermy�umustpayusanyremainingpoAionoip�epremium. perm2NeearytertnlnatlonofaSchedule,youagreetopayafaeforsuchpnvilege.THEPARTIESRJTENDTHIS
10. EFAULT.YouwillbeindefaultunderiheLeaseif.�a)youfailhiemittousanypaymenlwithinten(10)days TOBEA"FINANCELEASE"UNDERARTICLE7AOFTHEUNIFORMCOMMERCIALCOOE("UCC"J.YOU
oftheduedateorhreacham/olherobligationunderthisLease;@�apetiGonisfiledbyoragainstyouoranyGuaranlor WANEALLRIGHTSANDREMEDIESCONFERREDUPONALESSEEBYARTiCLE2A0FTHEUCC.
undera��yhankmptcyorinsolvencylaw,or(c)youdelaultunderanyolheragreementwithus. i6.TIMEPRICE.In�hecaseafaEiLease,youunderstandthatiheEquipmentmayhepurchasedk�rcashQhe
11.REMEDIS.Ifyoudefault,wemaydooneormoreotthefollowing:(a)recoverfromyou,ASLIpUIDATED "Ecu'�.pmen;CosP�oritmaybepurchasetlpursuantWtheLeaseforaTimePnceeGUalmtheLeasePaymeM6mes
DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the sum oE (i) all past due antl cunent Lease 1Fe numher of Lease Paymenls, plus Ihe Documen! Fee, all as setfortn on a Schedule, plus the Purenase Option
Payments,�iiJlhepreser,IvalueofallremainingLeasePaymen�s,discountedattherzteof6�operannum(orthe amount,andbyexecutingtheLeaseyouhavechosentopumhasetheEqufpmentfo�IhatTmaPnce.
lowesl 2te permitled by law, whichevei ia hlgherJ, (iii) all Lease Charges, and (ivJ tt�e Fair Market Value of �he 17. LEASE RATE FACTOR. Each Lease Paymen[ includes a partofour imestmenl in the Equipment Cost and
Equlpment (ilan FMV Leasej', (b) declare anyother agreements between us in tlefaulk (c) require you M retum all a reNm on cur irnrestmant in the Lease. The total relum on ourinves4nent (ihe toral finance chargeJ is determined
of U�e Equlpment in the manner oWlined in Secfion 12, ortake posusson o`the Equipment, in which case we shall by mN�iplying the Lease Payment tlmes the num�er of Lease Payments, lhan adding the Document Fee a�d
not6eheldrasponsibleforanylossesdirectlyorintliredyansingoulof,or6yreasonofinepresenceandloruse Purchase0ptionamounl(allasselforthoneachSchedule),thendeductingiheEquipmenlCost(astletermined
of azry and sll pmpnefary Inkmiafion residing on orvnthin �he Equipmeni, and to lease orseN ttie Equipme.�torany a6ove). The diReience so delertnined is ihe reWm to us on our investmeM (!he tolal finance charge). The rate of
potlion [hereoF, and to ap�ly the proceeds, less reasonable selling and atlminBtrative expenses. to ihe amounis retum (finance rate� may 6e de(ermined 6y deducting Ihe Secunty Deposi� from ihe Equipment Cost, and then
due hereunder, (d) charge you interest on all amounts due us hom Ihe due date untll paid af Ihe re1e ol i-112%per applying to the amouni sodetermined, Ne rate thatwiil amortlze that amountdorm to tl�e Purchase Op6on amount
mon�, bul in rw eventmore ihan the lawtul max:mum rate; (e) charge you Por expenses incurred in wnneclior w1h by applNng 25 payments, pie Lease Paymenis and fhe �ocument Fee. Fer puryoses of Iha� emoRization, each
Ihe enforcement af our remedies Indud'mg. without limitalioq repossession, repair and rAllectim costs, attomeys' Lease PaymenC including Ihe Ativance Payment, will 6e consdered rece'rved on the date it is required la be paid
kes and coutl crosis. Tnese remedles are cumulative, are in addilion to any other iemedies provided for 6y lew, underthe Lease and Ihe Document Feewill be ccnsidered received en the dateaf ihe Lease.
andmaybeexere:sedconcurtentlyorseparately. Anyfailu�eortlelaybyustoexerdseanynghtshallnotopera�e 18. YOIIRREPRESENTATIONS. Youhere6yrepresentandwarrenttousthatasofthetlateofihisLease,and
asa waiver ol anyother rght orluture nght. ihmughaut Ihe Lease Tertn: (a) you are Ne entity inCica[ed in ihe Lease as Lessee; (b) you are a Siate cr a Nlly
12.ENOOFTERMOPTIONS•RETURNOFEol11PMENT.InihecaseofaElLeaseand'dyouarenotintlefault consfitNedpoliticalsubdivisionoragencyo(IheStateinwhichyouarelocated;(c)youaredulyorganizedand
we will release any seanry inleresl which we may have in me Equipmenl a( the end of the Term. In the case of exislieg under the laws of ihe Cons4tutlor and laws of Ihe S�ale in which you ara laated; (dJ you are authonzed
an FMV Lease, al Ihe end of the Term and upon 30 days priorwntten notice �o us, you shall eiNer (a) reNrn all of lo enter Into and carry out your ohligatWns under the Lease, any documenis relaGve to me acquisition of the
the Equipmenf, or (b) purchase a�l of the Equipment AS-IS AND WHERE-I5. WITHOUTANV WARRANTY A$ TO Equipmenl and any o�her documenis requlred to be delivered in connecfion with the Lease (collectively, the
CONDITION, TITLE OR VALLiE, tor �he FairMarket 1MIue , pNs appliwble sales and other taxes. The Lease shall "Documenis"): (e) ihe DocvmenLr have beeqduly authorizetl, executed and tlelivered la you in accordance with
continue on a mcntMOmonth basis and you shall pay usihe same Lease Paymenls and Lease Chayes as applied all applicaMe laws, mles, ordinances and regulations. The �owmenis are valid, legal, and 6inding agreements,
during the Term untll the Equipment is reNrned to us or you pay us Ihe applica6le purchase pnce (and taxes). If entorcea6le In actOrdar.ce with �heir lerms. The person(s) signing the Documents have ihe authonty te do so, are
you ere in dehNt or, in the case of an FMV Lease, you do nat purchase the Eoulpment at ihe end of ihe'erm (or acting with ihe lull authonzafion of your goveming body, and hold Ihe respective ofices indicated 6elow each of
any mor.�h-to-month 2newal tertnj, you shall reNm all of P�e Equipment, height and insurance prepaid at ywr cos� their signatures, each o�which are geruine; (t) Ihe Equipment is essential to the Immediate pedormance of a
antl risk, to wherever we Indicate in!he contlnenla' Untled States, wi�h all manuals and logs, in good order antl gavemmenfal orproprietary tunctlon by }rou within Ihe scope of yourauthoriry and shall6e used during Ne entire
mndaion (ezcept forordinary wearand tearhom normal use), packed per ihe shipping companys specifcations, Lease Term only to pederm such lundion; �g) you intend Ic use ihe Equipmeni for Ihe entire Lease Tem� and shall
and pay an inspection, restocking and handling fee of $100, not lo exceed the max�mum pemifletl by law, as �aKe a6 necessary acCon to Include m your annual budgetary fi.�nds required la Polfillycuro611gat:ons foreach fiscal
reasonable compensation for our costs In processing retumetl equipmenL You will pay us for any loss in value year dudng Ihe Lease Term; (h) you have wmplied fully with all applicable law gweming open meetlngs, public
resulting (mm �he failure lo maintain the Equipment in accordance wilh �his Master Agreement or kr tlamages biddings and appropria6ons required in connectlon with the Lease and ihe acquisition ol P,e Equipment O your
incunetl in shipping and handl'v�g. obligations b remil Lease PaymenGs constiNte a cunent expense and no1 a debt underapplicable State law. No
13. ASSIGNMENT. Youmaynotassignordisposeof anynghisoro6ligations underthe Leaseorsub-leasathe provision of �he Lease constitutes a pledgs o�youNax orgeneral revenues, and any pmvision which is so
Equipmen(, wi�hoN our prior wdtlen ccnsent. We may, wilhoN notilyirg you (a) assgn Ihe Lease orour Interest rqnstmed Ey a court of wmpelenijunsdiction u void trom �he inception ol tl:e Lease; (j) all payments due and to
in Ne Equipnenk and (b) release informatlon we have aboul you and ihe Lease to the manufacWrer, supplier orany 6ecome due dunng your arteni fiscal year are within the fiscal budget of such year, and are included withir an
prospecUve inves[or, padicipant orpurchaser oFthe Lease. If we do make an assignment under subsection 13(a� unrestnded and unencumbered appropriation curren�ly availahle for Ihe leasefpwchase of the EGUipmenl; (k) you
above, our assignee will have all of our nghts under ihe Lease, 6ut none Wcure6ligations. Yo•� agree not �o assetl shall not tlo or cause to be tlone any actwhich shali cause, or hy omission of any acf allow, Ne interesl porGOn
against our assignee claims, oflseLS ordefenses yau may have against us. of any Lease payment to 6ecome ir�cluded in our gmss income for Federal income taxabon purposes untler ihe
14. NONAPPROPRIATION. Foreach Lease commenced hereunder, you intentl toremd all Lease Paymenis and Fedeal Incame Tax Code (the "Code'�; (I) you shall maintain a complete aed accurate record of any and all
Lease Charges wher tlue If funCS aie legally available to you. If atany I:me during Ne Lease Term (a) you are not assignnent5 oflhe Lease in �e form sulACienl b mmply with the book entry requirements of Seclion 149�a) ofthe
gran[ed an appmpdation of funds the Equipment su�ject lo tnat Lease, (h) operating luntls are not otherxise Code and �he regulatians prescri6ed theraunder from time to time; (m) you shall compiy with the information
available lo you b paythe Lease Payments and Lease Charges due or �o become due under Ihat Lease, and (r,) reporting requiremenls of Section 149(e) ol the Cotle. Such wmpliance shall inclutle but not be limited :o, lhe
there is no otl�erlegal pmcedure oravaila6le funds by orwith which payment czn 6e made to us underC�at Lease execuEon of 8038-G or8038-GC Information Retums; (n) all financlal information that yuu have provided io us is
(a Non-Appmpnation") you shall have U�e ngnt to retum the Equipment suGject to ;hal Lease in acwrdarxe with We and accurate and p�ovides a good representation of yaur financial candllion;lo) ihe Equipment is De�sonal
Sectlon 12 hereof and terminate Nal Lease on the last day ofthe fisal period forwhich approp�ia6onswere received property and when subjecied to use 6y Ihe you as Lessee will no16e orbecome a fxNre under applicaole law:
wilhout penzlty orexpeiue to you, excepl as to the pa�ion of Lease Paymenls and Lease Charges for which Nnds and (p) the Equipmentshall be used kr6usiness orwmmercial purposes only, and notkrconsumer, home, family
shallhavebeenappropnatedandbudgeted.InlheevenlofaNOrvAppropnatlon,atleaatthirty(30)dayspnortoNe oragncWWralpurposes.
endoflhelastfisralyear(orwhichNndsshallhavebeenappropriatedandhudgeted,}rourchielexecufiveo�Cer 19.LIMfTATIONSONCHARGES.ThisSecGOmm�trolsovereveryotherpartolih�MasterAgreementaridover
w legal munsel shall ce�ify in vr.iting ihal (1) Nnds have wt been appmpnated for tl�e upceming Asral penod, and all omer documenls now or later pertaining to tl�e Lease. We 6oth Intend to wmply with all applica6le laws, In
(ZI you have exhausted all h,�ntls legally availa6le for Ihe paymen! of Lease Payments and Lease Charges. Byou no eveN will we charge or collect any amounts in excess of those allowed Dy applicable law. Any part ot�his
termina!e a Lease as a result of a Non-Appropriabon, you may nel purchase, lease or 2r.t any equipment th2t MaskrAgreemenf ihat muld, butfo�Nis Section, be read underany circumstanta to allow fir a charge higher Nan
peAorms Nnctrons simBar ro tlase perfortned by the Equipment lora penod oltwelve (12) mon�hs Fo�owing Ihe date Ihat allowable under any applica6le legal limil, is limited end modiBed by this Section to Ilmit ihe amouMs -
Wtermination. This Seclion 14 shall not pertnitycu toterminate arry Lease in order b acquve any other Equipment chargeahla untler the Lease b the maximum amount allowed under the legal limit If in any circumstance, any
ortoailoca�efundsdir=cllyorindlrecttytoperformesser�M1allytheapplicationlorwhichNeEquipmentisintended. emountinexcessoffhatallowedbylawischargedwrece�ved,arrysuchchargewi116edeemedlimiledbythe
i amountlegalyallowedandanyamountrecelvedhyusinexcessoftl�atlegallyailowedwillbeappliedbyusto
businessaddress.Yourepresenithat(a)youhaveau�hantytoenterin�otheLeaseandbysodoingyouwillrw! tl�epeymen�ofamounislegallyoweduntlertheLease,orrePondedtoyou.
Page 2 of 2 C� 1624(c)•SLG 02I03
Missouri Addendum fo Master Lease Agreement
Master Lease Agreement No. 8423415-003 Effective Date: , 2011
LESSOR: BERRY COMPANIES INC
LESSEE: CITY OF RIVERSIDE, MO
Contemporaneously with entering into the Master Lease Agreement referenced above ("Master Lease"),
Lessee and Lessor hereby agree to the following changes to the Lease (all capitalized terms used in this
Addendum which are not defined herein shall have the meanings given to such terms in the Lease):
1. The following text is added at the end of Section 1:
"Notwithstanding the foregoing, the "Original Term" for a Lease shall commence upon your
acceptance of the Equipment ("Lease Commencement Date"), and continues until the last day
of the calendar year which includes the Lease Commencement Date. "Additional Term(s)" for
this Lease, unless terminated by you in accordance with Section 14, means successive one-
year periods, each commencing at the end of the Original Term or preceding Additional Term
and terminating at the end of each successive calendar year thereafter except for the final
Additional Term which shall end with the final Rent Payment as set forth in this Agreement. The
Term may be terminated upon (a) a Lease Termination pursuant to Section 14, (b) a total loss of
the Equipment pursuant to Section 8, or (c) a default by you (as described in Section 10) and
our election to terminate the Lease and exercise our rights and remedies pursuant to Section
11. "Term" is defined as the Original Term and all Additional Terms during which this
Agreement is in effect."
2. The title and text of Section 14 are deleted from the Master Lease and the following substituted in
lieu thereof:
"14. Lease Termination. The Lease shall be in effect for the Original Term and for each of the
Additional Terms unless terminated by you as provided in this Section 14. The terms and
conditions of the Lease in effect for each Additional Term shall be the same as those in effect
for the Original Term and Rent Payments shall be due and payable as set forth in the Lease.
The Lease shall be automatically renewed unless, not less than thirty (30) days before the end
of the Original Term or any Additional Term then in effect, you give written notice to us of your
intention to terminate the Lease at the end of the current calendar year. "Lease Termination" is
defined as a termination of the Lease in accordance with this Section 14. In the event of a
Lease Termination, you shall pay to us any accrued and unpaid Rent Payments and any other
amounts then due and unpaid, and the Lease shall terminate, in whole, but not in part, as to the
entire Equipment effective upon the last day of the �riginal Term or Additional Term then in
effect. We shall then have the immediate right to possession of the Equipment and you shall
return the Equipment, maintained in accordance with Section 6 of the Lease, to us to the place
we tell you, properly crated and shipped in accordance with manufacturer's recommendations,
freight prepaid and insured. Your exercise of your rights pursuant to this Section 14 shall not
affect the survival of any indemnity and other provisions (other than the obligation to lease the
Equipment and pay Rent Payments) which survive the termination of the Lease."
The words "Non-Appropriation" are deleted throughout this Master Lease and any Schedule and the
words "Lease Termination" substituted in lieu thereof.
3. The words "fiscal year" are deleted throughout this Master Lease and other documents related to this
Master Lease and the words "calendar year" are substituted in lieu thereof.
Except as specifica�ly amended by this Addendum, all of the other terms of the Master Lease shall remain in
full force and effect.
This Addendum is hereby signed by duly authorized representatives of Lessor and Lessee as of the date of the
Master Lease.
Lessor BERRY COMPANIES INC Lessee CITY OF RIVERSIDE, MO
By. By , A < � , ° � " - i
Name: Nam : X �p��' , � i-�`C�.CK ��r
�
Title: Title: X�.� I' �/ �C� f'E'l �/1 i STfQ �Y`
. SLG Municipa! Pricing
� , � �@aS2 .SCh@l.�U�@ � 8423415-003
Capital Solutions
MasterLeaseAgreement# 8423415
" I
Contracted Hours (FMV only)
EquipmentModel&Description SerialNumber 0.6p0 601-900 901-12IXJ
5770 SKID STEER LOADER A3P4t122o
❑
Equipment Location (if difierent from Billing Address)
......... ...... _ -- --.... ., _ •• � ��
eeRRV connPaNies iNC Q Fair MarketValue
��,�
801 NORTH MAIN
��� � $�.00 'LensE R4� % (MUSIComple!e�orGA,M�,NH,NM,Wi)
PLATTE CITY MO 64079 `Lease Ra�Fncroa Exhi6it A(MustCompleteforallotherstates)
I City Sta�e Zlp .._ . 1'requi�ed onty Por $1.00 purchase oplion)
,y �� ...... .....__. ...._..___ __.... .._...
"Master AgreemenP' shall mean the above referenced Master Lease Agreement. �1i�liiiOiilYiiil� L88S2 P8yI11E111 $ Exhibit A
"Schedule" shall mean this Lease Schedule "Lease" shall mean this Schedule 40 117.17 (plus applicable taxes)
and the Master Agreement. EqUipment Purohase P�ice $ +
Sales Tax Term 1 z nonths
YOU HAVE SELECTED THE EQUIPMENT. YOU ARE AWARE OF?HE NAME OF THE MANLL T0�8I PI1fCI1258 P�ICB � 40.11�.1�
FACNRER OF EALH ITEM OF EOl11PMENT AN� YOU WILL CONTACT EACH MANUFAC- gilling Pefiad (mOnthly 'rf n0� Checked)
TURER FOR A �ESCRIPTION OF YOUR WARRANN RIGHTS. WE MAKE NO WARRAN-
TIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNE55 FOR A �MOnlhly ❑Quartedy 50ro1-AMUelly �Annually I
PARTICULARPURPOSE,SUITABILITY,OROTNERWISE. WEPROVIDETHEEQIJIPMENT Thefollowingadditionalpaymentsaredueon edatethisqqreementissignedbyyou:
TO YOU AS-IS. WE SNALL NOT BE LIABIE FOR CONSEQUENTIAL OR SPECIAL DAM-
A � S ' SECURITY DEPOSIT $
EXCEPT AS PROVIOED IN SECTION 3 YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE
AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR ADVANCE PAYMENT �'`$ "Applied fo: ❑first�la5t
SETOFF FOR ANY REASON WHATSOEVER. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS (plu3 appliCable faze5)
TO A JURY TRIAL.
ALLOFTHETERMSANDCONOITIONSSETFORTHINTHEMASTERAGREEMENTARE DOCUMENTFEE $175.00 (includedonfirstinvoice) ,_ ___,__
HEREBYINCORPORATE�INTOTHISSCHEDULE.BYSIGNINGTHISSCHEDULE,YOU -��-- ----�- �������� ���-- �---- ������������
�
AGREE TO THE TERMS OF THIS SCHEOULE ANO THE MASTER AGREEMENT. ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, E%TEND CREDIT OR TO FORBEAR CITY OF RIVERSIDE, MO
FROM ENFORCING REPAYMENT OF A DEBT INCLU�ING PROMISES TD EXTEND OR Full Legai Name
RENEW SUCH OEBT ARE NOT ENFORCEABLE. TO PROTECT YOU AND US FROM MISl1N-
DERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINEO IN THIS WRITING, WHICH IS 7HE COMPLETE AND EXCIU� Zg50 NW VIVION RD
SNE STATEMENT OF THE AGREEMENT BENJEEN US, IXCEPT AS WE MAY LATER AGREE
IN WRITING TO MODIFY IT. BAinaMdress
RIVERSIDE, MO 64
� , !! City Slale Zin
BERRY COMPANIES INC
__ ; �
O� B ��MAIN PLATfE C17Y, M0 64079 - _ ` �/
i Address of Lessor � �
B Y' BY ' X reoinutnodzad yner
Name: e: ' � �
i PI e P,nn�
� Title: TiUe: � � ` • �� Q��� I
Date: � Date; � �� Fed Tax ID � � ` � O � � � l� � �
� au o ignaWre
Cnr Q��j r Ip�p Qn� o
Documentation Checklist:: Other supporting documents as requested: o
Invoice Delivery and Acceptance 11CC Financing Statements L
Purchase Order Copy of Bid and Award Copy of Board Minutes N
Tax ExempUOn Cedificate Opinion of Counsel Amendment (for cedain states) v
Certifcate of Insurance Assignment Cert of Incumbency/Resolu6on �
Other Other
Page i of 1 c"3
i
Ezl�ibit A
Lease agreement No: 8423415-003
The following is incorporated into the Transaction Terms section of the Lease betw�een
BERRY COMPtU�TIES INC and CITY OF RIVERSIDE, MO
Lease Pavments
1-5 @ $0.00
6 @ $3,250.00
7-11 @ $0.00
12 @ $39,044.82
Lease Rate Factors
1-5 @ 0.00000000
6 @ 0.08101269
7-11 @ 0.00000000
12 @ 0.97326955
Lessee: CITY OF RIVE ID�-,�O ��
BY. — - � � �/ /; � .
,
/ Title: l� . ��l ��tf`n�r�. ��'CQ"CU �
Date: �` � `\�
Delivery and Acceptance Notice ,
Lease agreement number. 8423415-003
L@SSOf: gERRY COMPANIES INC L@SS8@: CITY OF RIVERSIDE, MO
BOt NORTH MAIN 2950 NW VIVION R�
PLATTE CITY, MO 64079 RIVERSIDE, MO 64150
Equipment:
S770 SKID STEER LOADER
Lessee shall pay Lessor at the office of Lessor, or at such other place as Lessor may hereafter
designate, such amounts as set forth on such Lessee's individual lease schedule in connection
with the Lease number set forth above commencing upon delivery of the leased equipment and
on the first day of each consecutive month thereafter for a period of time as set forth in such
Lessee's individual lease schedule.
Acceptance Notice
As evidenced by this Equipment Acceptance Notice, we acknowledge receipt, in good condition
and satisfactory installation, all of the items described above and certify that Lessor has fully and
satisfactorily performed each, every and all covenants and conditions to be performed by it under
the Lease Agreement between Lessor and Lessee. We authorize you to pay the supplier for the
equipment, supplies, and/or independent maintenance agreement(s).
We accept the above-mentioned equipment, programmed or not programmed (if applicable), and
waive insofar as Lessor and it assignees are concerned any reservations as to condition,
correctness, capability or capacity of the equipment or associated software or the equipment and
software in conjunction, and understand than any shortcomings in the equipment, its operation or
programming, without reservation, will not be grounds for withholding of any payments due or to
become due under the aforementioned lease.
The equipment described herein is not being accepted on a trial basis. In the event decal or
metal plates have been supplied, they have been affixed.
WE AGREE THAT THE LEASE BETWEEN LESSOR AND LESSEE IS THE ONLY LEASE,
SALE OR FINANCE ARRANGEMENT THAT WE HAVE ENTERED INTO FOR THIS
EQUIPMENT, AND WE ACKNOWLEDGE THAT THE LESSOR IS NOT AN AGENT OF THE
VENDOR (EQUIPMENT SUPPLIER) NOR IS THE VENDOR THE AGENT OF THE LESSOR.
Lessee: ciTV oF RivERSioE, Mo
__.��
By: X ��w - �
Title: X ��� ��! �(?� C(1� 11� �C o-T� �
Installation date: X � I� 1 l �
Lessee's acknowledgement of receipt of equipment
�
MOPERM STATEMENT OF LIABILITY COVERAGE
MEMBER AGENCY: INTERESTEO PARTY:
CITY OF RNERSIDE BERRY COMPANIES INC
2950 NW VIVION RD 801 NORTH MAIN
RIVERSIDE MO 64150 PLATTE CITY MO 64079
Memorandum Coverage Period: 12:01 a.m. 1-1-2011 to 12:01 a.m. 1-1-2012
Memorandum Number: 1002 Policy Number. LP-1002-201101
GENERAL LIABILITY $2,OOQ�00 PER OCCURRENCE as set forth in Section II of the Mamorandum of Coverage.
Comprehensive Form including:
• Premise and Operations � Underground, 6cplosion and Collapse Hazards
• Contractual • Products/Complete Operetions
• Broad Form Property Damage • Nurses' Malpractice Liability
• Garage Liability • Pubiic Officials Errors and Omissions
• Owned, Non Owned or Hired Automobiles • Personal Injury
THE INTERESTED PARTY SHOWN ABOVE IS INCLUDED AS:
Additional Covered Party
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS:
5770 SKID STEER LOADER A3P411220
Should the ahove described memorandum be cancelled before the expiration date thereof, MOPERM will endeavor to mail written notice to the
Interested Party shown above, but failure to mail such notice shall impose no obligation or liability of any kind upon MOPERM or its representatives.
Issued by Missouri Public Entity Risk Management Fund (MOPERM). P.O. Box 7170, Jefferson City, MO 65102
BY ' °�°°� � Date: B-5-2011
M602A (Ed. 1-00)
Please Complete and Return with Signed Lease Agreement
**Send a cnpy ofthisln your insurance provider***
Lease Number (Application or MLA): 8423415
Lessee Name: CITY OF RIVERSIDE, MO
Address: �9S[� �? �-7- 1/;,,,' oti. ��
City, State, Zip: �'. „;,—c ; c� p_ YY1 i'� ln �l I S p r
PROPERTY INSURANCC CARRIER INFORMATION
Agency Name:
I'�'� 0 �L-�Z ►"'�
Agent: J Er�vc�{ E ��6T�o ti
Address: '�•O . g�� 71 / (J
City, State, Zip: � E-�-E t=,�.�.nn., C i 7, `�Y� �.�S / D�
Telephone Number: 888 — 38R — g 19 S��,f. 1�(o
LIABILITY INSURANCE CARRIER ['VFORMATION
Agency Name: S A�r) t=
Agent:
Address:
City, State, Zip:
Telephone Number:
IMPORTANT
Under the terxns and conditions of your Lease Agreement, you aze required to carry adequate
insurance coverage on the leased equipment. Make sure that your agent understands that you are
financing or leasing the equipment and that your policy conforms with the following:
1. Propeny or physical damage coverage for the replacement cost value of the Equipment or the
sripulated casualty value, whichever is higher. Maximum Deductible: $10,000.00
2. General Liabiliry Coverage: for all FMV Leases and $1 Leases over $500,000. Amounts of -
$1,000,000 per occurrenceicombined single limit (or �5,000,000 with respect to registered
Equipment) unless stipulated otherwise. Ma�cimum Deductible: $10,000.00
3. Addiriona] Insured/Loss Payee Endorsement naming "General Electric Capital Corporation and its
successors and assigns". "Claims-Made Policies" aze NOT acceptable.
4. Fifteen (15) Days written notice of cancellation, non-renewal or amendment,
5. Equipment listed on, or schedule attached to, the evidence of insurance.
Insurance Inquires should be made to Customer Service at 1-800-533-9917. Please send an ACORD
FORM 27 (sample attached) or ACORD FORM 28 evidencing adequate insurance coverage to:
General Electric Capital Corporation
Attention: Contracts �epartment
300 E. John Carpenter Freeway, Suite 204
Irving, TX 75062-2712
Fax: 800-786-0456
TO BE COMPLETED AND RETURNED WITH SIGNED LEASE AGREEMENT
Lease agreement number: 8423415-003
Ship To:
.l� �
Name: _ ��TU 0� �vi,2 C, \�.
i
Address: v��j�('� ti C� - ,�, ,�; ,�
��
�
City, ST, Zip l ; �i P•: , L1 , �' rl D U�.�D
Attention: I stiw, ( �('x��c� L �
8ill To:
(If different than SHIP TO address)
Name:
Address:
City, ST, Zip
Attention:
Federal Tax ID# 7� -" � ��� g��
Verification Information;
Contact Name and Phone Number: _ Uor'�n G� �t S Z � f o --]�{/- ��j �
Best Time to Reach: ga� � m. lti��=c k� A.S
�
Fwm $�3$-GC Information Return for Small Tax-Exempt
Governmental Bond Issues, Leases, and Installment Sales OMB No. 1545-0720
�Rev. November 2oo0J ► Under Intemal Revenue Code section 149(e)
Departmen� ol the Treasury Caution: If the issue rice of the issue is 5700, 000 or more, use Form 8038-G.
Internal Revenue Service P
• Re Ortin Authorlt Check box if Amended Return ► ❑
1 Issuer' n�me 2 Issuer's employer identification number
� - ` o� �� Q � Q �1 �! ; 0 0 Sb (�
3 Numher and street (or P.O. 6ox if mail is no dellveretl to street a e) Room/suite
�I �. -�'; 5 �
4 C rown, or post o�ce,, stare, and 21P code � 5 Report number
��c t?�S�c�_ l� y\S s
6 Name and [itle o( officer r legal epresentative�m the IRS may ca or more infor ation 7 Telephone number o( or legal representa[ive
��( � Q - I' l n Q I� �2 " 1 C �C� ( 1� 1� )'! y I'
• Descri tion of Obli ations Check if re ortin : a sin le issue � or on a consolidated basis ❑.
Sa Issue price of obligation(s) (see ins[ructions) . . . . . . . . . . . . . . . . . . Sa
b Issue date (single issue) or calendar year (consolidated) (see instructions) ► ....................
9 Amount of the reported obligation(s) on line Ba:
a Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . 9a
b Representing a loan from the proceeds of ano[her tax-exempt obligation (e.g., bond bank) .. 9b
10 If the issuer has desig�ated any issue under section 265(b)�3)(B)(i)plp (small issuer exception), check this box ...►❑
11 If any obliga[ion is in the form of a lease or installment sale, check Lhis box ...............►❑
12 If [he issuer has elected to a a enalt in lieu of arbitra e rebate, check this box . .►❑
Under penalties of perjury, I deGare that I have examined-this return and accompanying schedules and s[atements, and to [he best of my knowledge
Sl9n and belief., th�y,�rue, corr ct, and Eomplet�e. ,,,—. � , e �/
`� � ` , ,� , � �'�!-LI��U r f
Here t �' � � ��f
, ` � �, �
' er's authorizetl rep sentative Date ' Type or print ame and tiUe
Gener I Instructions Thus, an issuer may file a separate Form Other Forms That May Be Required
8038-GC for each of a number of small For rebating arhitrage (or paying a penalty in
Section references are [o [he Intemal issues and report the remainder of small lieu of arbitrage rebate) to the Federal
Revenue Code unless othenvlse noted. issues issued during the calendar year on one 9ovemment, use Form 8038-T, Arbitrage
consolidated Form 8038-GC. However, a Rebate and Penalt in Lieu of Arbi[ra e
Purpose of Form separate Form 8038-GC must be fled to give y g
Form 8038-GC is used b the issuers of che IRS notice of the election to pay a penalty Rebate, For private activity bonds, usePorm
Y in lieu of arbitra e rebate. 8038, Information Retum for Tax-Exem t
tax-exempt governmental obligations to 9 Private Activity Bond Issues.
provide [he IRS wi[h the information required When To File
by section 149(e) and to monitor the Rounding to Whole Dollars
requirements of sections 141 through 150. To file a separate return, file Form 8038-GC You may show the money i[ems on this
on or before the 15[h day o( [he second return as whole-dollar amoun[s. To do so,
Wh0 MUSL FII6 calendar month after the close of the
Issuers of tax-exem t overnmental calendar quarter in which the issue is issued. drop any amount less than 50 cents and
P 9_ increase any amount from 50 [0 99 cen[s to
obligations with issue pnces of less than To file a consolidated return, fle Form the next higher dollar.
$1D0,000 must file Form 8038-GC. 8038-GC on or before February 15th of [he
Issuers of a tax-exempt governmental calendar year followiriy the year in which the Deflllitl0i15
obiigation wi[h an issue price of $100,000 or issue is issued. Obligations. This refers to a single
more must fle Form 8038-G, Information Late filing. An issuer may be granted an tax-exempt govemmental obliga[ion if Form
Retum for Tax-Exempt Govemmental extension of time Co file Form 8038-GC under 8038-GC is used for separate reporting or to
Obligations. Section 3 of Rev. Proc. 88-1D, 1988-1 C.B. multiple tax-exemp[ govemmental obligations
Filing a separate return. Issuers have the fi35, if it is determined that the failure to file if the form is used for consolidated reporting.
option to file a separate Form 6038-GC for on [ime is not due to willful neglect. Type or Tax-exempt obligation. This is a bond,
any tax-exempt governmental obligation with print at the top of the form, "This Statement installment purchase agreement, or financial
an issue rice of less than $100,000. Is Submitted in Accordance with Rev. Proc.
P H8-1�." Attach ro the Form 9038-GC a letter lease, on which the in[erest is excluded (rom
An issuer of a tax-exempt bond used to income under section 103,
finance construction ex enditures must file a briefly stating why the form was not
P submi[ted to [he IRS on time. Also indicate Tax-exempt governmental obligation. A
separete Form 8038-GC for each issue to Whether the obligation in question is under tax-exempt o6liga[ion Ihat is not a private
give notice [o the IRS that an election was examination by the IRS. Do not submit copies activity bond (see below) is a tax-exempt
made to pay a penalty in lieu of ar6itrage of any bond documents, leases, or installment governmental obligation. This includes a bond
re6ate (see the line 12 ins[ructions). sale documents. See Where To File below. issued by a qualifed volunteer fire
Filing a consolidated retum. For all department under section 150(e).
tax-exempt govemmental obligations with Where To File Private acti�ity bond. This includes an
issue prices of less than 5100,000 that are File Form 8036-GC, and any attachments, obligation issued as part of an issue in which:
not reported on a separate Form 8038-GC, with the Internal Revenue Service Center, • More than 10°/o of the proceeds are to be
an issuer must file a consolida[ed information Ogden, UT 8A201. used for any private activity business use,
return including all such issues issued within and
the calendar year.
ca�. No. saioae Form 8038-GC �Re�. ii•z000l
I
Form 803B-GC (Rev. 11-2�00) Page 2
• More than 10% af the payment of principal S ecific Instructions Lines 9a and 9b. For line 9a, enter the
or interest of the issue is either (a) secured � amou�t of the proceeds that will be used ro
by an interest in property to be used for a In generel, a Form 9038-GC must be pay principal, interest, or call premium on any
private business use (or payments for such completed on the basis of available other issue o( bonds, inciuding proceeds that
property) or (b) to be derived from payments information and reasonable expectations as will be used to fund an escrow account for
for property (or borrowed money) used for a of the date the issue is issued. However, this purpose. Both line 9a and 9b may apply
private business use. forms that are filed on a consolidated basis to a particular obligation. For exampie, report
it also includes a bond, the proceeds of may be completed on the hasis of information on line 9a and 9b obligations used m refund
which (a) are to be used to make or finance readily available to the issuer at the close of prior issues which represent loans from the
loans (other than loans described in section the calendar year to which the form relates, proceeds of another tax-exempt obligation.
141(c)�2p to persons other than governmental supplemented by estimates made in good Line 11. Check [his box if property other than
units and (b) exceeds the lesser of 5% of the faith. cash is exchanged for the obligation, e.g.,
proceeds or SS million. acquiring a police car, a fire truck, or
Issue. Generally, obligations are treated as Part I—Reporting Authority telephone eqwpment through a series of
part of the same issue only if they are issued Amended re[urn. I( this is an amended Form mon[hly payments. (This type of obiigation is
by the same issuer, on the same date, and as 8038-GC, check the amended re[um box. sometimes referred to as a"municipal lease.")
part of a single transaction, or a series of Complete Part I and only those lines of Form Also check this box if real property is directly
related transactions. However, obligations 8038-GC that are being amended. Do not acquired in exchange for an obligauon to
issued during the same calendar year (a) amend estimated amoun[s previously make periodic payments of interest and
under a loan agreement under which amounts reported once the actual amoun[s are principal. �o not check this box iF the
are to he advanced periodically (a determined. (See the Part II instructions proceeds of the obiigation are received in the
"draw-down loan") or (h) with a term not below.) form of cash, even if the term "lease" is used
exceeding 270 days, may be veated as part Line 1. The issuer's name is the name of the in the tiUe of [he issue.
of Ihe same issue if the obligations are en[ity issuing [he obligations, not the name of Line 12. Gheck this box if the issue is a
equally and ratably secured under a single the entity receiving the beneft ot the construction issue and an irrevocable election
indenwre or loan agreement and are issued financing. In the case of a lease or installment to pay a penalty in lieu of arbitrage rebate
under a common fnancing arrangement (e.g., sale, the issuer is the lessee or purchaser. has been made on or before the date the
under the same oNicial statemen[ periodically Line 2. An issuer [hat does not have an bonds were issued. The penalty is payable
updated [o reflect changing fac[ual employer identification number (EIN) should with a Form 6038-T for each 6-month period
circumstances). Also. for obligations issued after the date the bonds are issued. Do not
apply for one on Form SS-4, Application for
under a draw-down loan that meets the Employer ldentification Number. This form make any payment of penalty in lieu of rebate
requirements o( the preceding sentence, with Form 8038-GC. See Rev. Proc. 92-22,
obligations issued during different calendar may be obtained at Social Securiry 1992-1 C.B. 736, (or rules regarding the
�ears may be treated as part of the same Administration offices or by calling "election document.
issue if all of [he amounts to be advanced 1-8D0-TAX-FORM. If the EIN has not 6een
under the draw-down loan are reasonably received by [he due date for Form 8038-GC,
write "Applied for" in the space for the EIN.
expected to be advanced within 3 years of Paperwork Reduction Act Notice
[he date of issue of the first obligation. Line 5. After the preprinted 5, enter two
self-desi nated numbers. Number re orrs We ask for the informa[ion on this form to
Likewise, obligations (other than private 9 P car out the Internai Revenue laws of the
activity bonds) issued under a single consecunvely during any calendar year (e.g., �'
agreement that is in the form of a lease or 534, 535, etc.). United States. You are required to give us the
installment sale may he treated as parc of the information. We need it to ensure that you are
Part I I—Descri tion of complying with these laws.
same issue if all of the property covered by P
Ihat agreement is reasonably expected to be Obligations You are not required [o provide the
delivered within 3 years of the date of issue information requested on a form tha[ is
of the first obligation. Line 8a. The issue price of obligations is subject to the Paperwork Reduction Act
generally determined under Regulations unless the form displays a valid OMB control
Arbitrage rebate. Generaliy, interest on a section 1.148-1(b). Thus, when issued for num6er. Books or records relating ro a form
state or local bond is not tax exempt unless cash, the issue price is the price at which a or its instructions must be retained as long as
[he issuer o( the bond rebates to the United suhstantial amount of the obligations are sold their contents may become material in the
States arbitrage profts earned (rom investing �o the public. To determine the issue price of administration of any Intemal Revenue law.
proceeds of the bond in higher yielding an obligation issued for property, see Generally tax retums and return information
nonpurpose investments. See sedion 148(�. sections 1273 and 1274 and the related are confidential, as required by section 6103.
Construction issue. This is an issue of regulations. The time needed to complete and file this
tax-exempt bonds that meets both of the Line Bb. For a single issue, enter the date of form varies depending on indroidual
following conditions: issue, generally the date on which the issuer circumstances. The estimated averege time
1. At least 75% of the available physically exchanges the bonds tha[ are part is:
construction proceeds of the issue are [o be of the issue for the underwriter's (or other
used for construction expenditures with purchaser's) funds; (or a lease or installment Learning about the
respec[ to properry to be owned by a sale, enter the date interest starts to accrue. law or the form .... � hr., 58 min.
governmental unit or a 501(c)(3) organization, For issues reported on a consolidated basis, preparing the form .... 3 hr., 3 min.
and enter the calendar year during which the y
2. All of the bonds that are part of the issue obligations were issued. se nding the for IRS . 16 min.
are qualifed 501(c)(3) bonds, bonds that are '
not private ac[ivity bonds, or private activity If you have comments concerning the
bonds issued to fnance property to be accuracy of these time estimates or
owned by a governmental unit or a 501(c)(3) suggesUOns for making Ihis form simpler, we
or9anization. would be happy [o hear trom You. You can
In lieu of rebating any arbitrage that may write to the Tax Forms Commrttee, Westem
be owed to the United States, the issuer of a Area Distribution Center, Rancho Cordova,
construction issue may make an irrevocable CA 95743-0001. Do no[ send [he form to this
election to pay a penaity. The penalty is equal address. Instead, see Where To File on
to 1�/a% o( the amount of construction page 1.
proceeds that do not meet certain spending
requirements. See section 14B(�(4)(C) and the .
Instructions for Form 8038-T.
�
. ASSIGNMENT
TffiS ASSIGNMENT (this "Assignment") made to be effective as of , 20 , is entered into by and
between GENERAL ELECTRIC CAPITAL CORPORATION ("GE") and BERRY COMPANIES
INC("ASSIGNOR").
BACKGROUND
A. ASSIGNOR has entered into a Master Lease Agreement No. 8423415-003 dated , with CITY OF
RIVERSIDE MO (the "Customer"), together with various other documents, inshuments and agreements, all as mare
specifically described on Eahibit A attached hereto and made a part hereof (collectively, the "Lease").
B. ASSIGNOR desires to sell to GE all ASSIGNOR's right, title and interest (but none of the obligations under) in and
to (1) the Lease, (2) all payments due or to become due under the terms of the Lease, (3) the equipment subject to the
Lease (the "EquipmenY'), (4) all rights and remedies of ASSIGNOR under the Lease, and (5) all insurance proceeds,
other proceeds and payments due and to become due arising from or relating thereto (all of the foregoing, collectively, the
"Purchased Assets").
C. GE is willing to purchase the Purchased Assets, on and subject to the terms of this Assignment.
NOW, THEREFORE, in consideration of the mutual pramises contained herein and intending to be legally bound, the
parcies agree as follows:
1. Assignment. ASSIGNOR, in consideration of the payment of FORTY THOUSAND ONE [IiJNDRED SEVENTEEN
DOLLARS AND SEVENTEEN CENTS ("$40,117.17"), and intending to be legally bound hereby, hereby assigns, sells,
transfers and conveys to GE and its successors and assigns, the Purchased Assets, free and clear of all liens and
encumbrances of any nature whatsoever (other than the riglits of the Customer to use the Equipment pursuant to the terms
of the Lease). ASSIGNOR hereby represents and warrants to GE that GE's payment hereunder will transfer to GE good
and marketable title to the Equipment as of the date thereof.
2. No Assumption of Obligations. Notwithstanding anything set forth in this Assignment to the contrary, it is expressly
agreed that GE will have no obligation to perform any of ASSIGNOR's (or any dealer's) obligations to the Customer
under the Lease, including, without limitation, under any RFP Documents or other similar agreement aPplicable to the
Lease or any other agreement between ASSIGNOR and the Customer, if any, or to file any claim or to take any other
action to collect or enforce any paymeut assigned hereuncier. "RFP Documents" means, collectively, any request for
proposal or similar documentation, any written proposal or response ASSIGNOR or any dealer presenled to the Customer,
any purchase order or award and, in each case, together with all related information and documentation.
3. Contractor Risk. Tf, with respect to the Lease, GE, after review of all applicable documents and records provided by
ASSIGNOR and all written correspondence received by GE from the Customer, determines in its reasonable discretion
that the Customer failed to make any payment within thirty (30) days of its due date (or cancels or attempts to cancel the
Lease) as a result of ASSIGNOR's failure to comply with the terms and conditions of the Lease, any applicable RFP
Document, any other similar agreement applicable to the Lease or any other agreement between ASSIGNOR and the
Customer, ASSIGNOR will, within ten (10) days of written demand, remit to GE an amount equal to GE's then remaining
Net Book Value of the Lease. Upon receipt of the Net Book Value in respect of the Lease, GE will transfer the applicable
Purchased Assets to ASSIGNOR AS-IS, WHERE-IS, WITHOUT ANI' REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED. "Net Book Value" means, as of a date certain, the value of the Lease
calculated as the sum of (1) all payments then past due, including, without limitation, any accelerated balance, PLUS (2)
all payments to become due thereunder present valued at the rate implicit in the Lease, PLUS (3) if GE booked a residual
with respect to the subject Equipment, 100% of GE's initial booked residual for the Lease present valued at the rate
implicit in the Lease, PLUS (4) all due and unpaid late fees and default interest, PGUS (5) all applicable accrued and
impaid sales, use, goods and services, and property taxes, PLUS (6) all accrued and unpaid refurbishment costs,
i
repossession costs and remarketing fees incurred by GE in connection with the subject Equipment, PLUS (7) all other
unpaid costs and expenses incurred by GE in connection with the Lease that GE is entiUed to recover from the Customer
under the applicable Lease documents, PLUS (8) the unamortized portion of all applicable origination fees.
4. Representations, Warranties and Covenants.
4.1 Transaction. ASSIGNOR represents, warrants and covenants to GE, as of the date hereof and throughout the
term of the Lease, that: (a) ASSIGNOR has delivered to GE al] original counterparts of the Lease and all documents related
thereto (the "Documents") and the Documents represent true, conect and complete originals of the documents executed by the
Customer identified above; (b) each of the Documents are duly executed by ASSIGNOR and the Customer and are genuine,
valid, and enforceable in accordance with their terms, except as limited by applicable baukniptcy, insolvency, reorganization,
moratorium or other laws of general application affecting the enforcement of creditors' rights generally and the effect of rules of
law governing equitable remedies, and all of the names, addresses, descriptions of Equipment and other statements of fact
contained in the Lease are true and correct; (c) there are no ageements between ASSIGNOR and the Customer in connection
with the Lease, except as contained in the related written purchase agreement or purchase order between the Customer and
ASSIGNOR supplied to GE; (d) no express or implied warranties have been made by _AS5IGNOR to the Customer, except as
contained in such written purchase agreement or purchase order; (e) GE shall have good and marketable title to all of the
Purchased Assets, free and cleaz of all liens, claims, security interests and encumbrances on and as of the date hereof and
ASSIGNOR has not assigned or pledged the whole or any part of the Purchased Assets hereby assigned, to any party, other than
GE; ( fl the Equipment shall be delivered to the Customer's address indicated in the Lease, properly installed (if applicable) and
in good working order, condition and repair, conforming to specifications; (g) except as specifically disclosed in writing to GE,
ASSIGNOR has not received any rent or other monies from the Customer and will immediately remit to GE any such amounts
received; (h) ASSIGNOR has no knowledge of any fact or circumstance which would impair the validity or collectability of or
constitute a default under the Lease and ASSIGNOR has not committed any fraudulent act or participated in Any fraudulent
activity in connection with the Lease; (i) ASSIGNOR shall diligently perform its obligations for maintenance, service or
warranty on the Equipment, if applicable, and GE does not assume and is not responsible for performing any obligations of
ASSIGNOR under the Lease; (j) ASSIGNOR shall have no authority, without GE's prior written consent, to repossess or
consent to the return of the Equipment, or to modify the terms of the Lease; (k) as of the date of this Assignment, ASSIGNOR
has no knowledge of any facts which may impair the validity of the Lease or if presented or disclosed to GE would have
materially influenced GE's decision to purchase the Purchased Assets; and (1) ASSIGNOR hereby irrevocably constitutes and
appoints GE, its true and lawful attorney-imfact, with full power (in ASSIGNOR's name or otherwise) to (1) ask, require,
demand, receive, compound and give acquittance for any and all rents and claims for money due and to become due under, or
arising out of this Assignment and (2) to endorse any checks or other instrwnents or orders in connection therewith, and (3) to
file any claims or take any action or institute any proceedings to which GE deems necessary or advisable, all without affecting
ASSIGNOR's liability in any manner whatsoever.
4.2 General. ASSIGNOR represents, warrants and covenants to GE, as of the date hereof and throughout the
term of the Lease, that: (a) ASSiGNOR is duly organized, validly existing and, to the extent applicable, in good standing
under the laws of the jurisdiction of its formation, is duly Gualified to do business in each other jurisdiction where it is
necessary to be so qualified and has full po�ver to enter into this Assignment and to carry out the transactions
contemplated hereby; (b) the execution and delivery of [his Assignment and the performance by ASSIGNOR of the
transactions contemplated hereby have been duly authorized by all necessary action of ASSIGNOR; (c) this Assignment
eonstiYutes a legal, vAlid and binding obligation of ASSIGNOR enforceable in accordance with its terms, (d) neither the
execution or delivery of this Assignment nor the consummation of the transactions contemplated hereby will (1) conflict
with ASSIGNOR's organizational or governance documents, as amended, (2) constitute a material violation of any
applicable statute, rule or decree of any governmental entity or (3) conflict in any material respect with, constitute a
material deFault under or result in or permit termination or acceleration of any indenture, loan agreement or other material
document, instrument or agreement by which ASSIGNOR is bound; (e) no notices, reports or other filings are required to
be made by ASSIGNOR with, nor are any consents, licenses, permits, authorizations or approvals required to be obtained
by ASSIGNOR from, any governmental entity or any other party in connection with the execution, delivery or
performance of this Assignment or any other agreements, instruments or document to be executed or delivered in
z
connection herewith or the consummation by ASSIGNOR of the transactions contemplated hereby and thereby; and (�
there are no suits or proceedings pending or, to the knowledge of ASSIGNOR, threatened in any court or before any
governmental entity against or affecting ASSIGNOR that could materially impair ASS[GNOR's ability to perform its
obligations hereunder or in connection with the Lease.
4.3 SLG. ASSIGNOR represents, warrants and covenants to GE, as of the date hereof and throughout the
term of the Lease, that:
(a) ASSIGNOR has complied and will continue to comply with all bidding requirements applicable to the Lease
and with the terms and conditions of the RFP Documents, including, without limitation, those applicable to (1) the
Equipment, (2) the entity (a "Contractor") submitting a proposal in response to the RFP Documents, and (3) all federal
and state statutes and regulations governing equal employment opportunity, affirmative action and environmental
protection;
(b) ASSIGNOR is the Contractor named in the bid award and subject to the RFP Documents and is the lessor
underthe Lease;
(c) In the case of a tax-exempt transaction, each scheduled payment received by GE will constitute a payment of
principal and interest entirely amibutable to the use of the EGuipment and no portion thereof is attributable to current
expenditures by the Customer for maintenance, service or ]icense fees;
(d) The terms and conditions set forth in the Documents supersede any conflicting or additional terms and
conditions set forth in any RFP Document or any individually negotiated agreement between Contractor and Customer
and do not conflict with any other contract between Contractor and Customer;
(e) The Lease is assignable by ASSIGNOR to GE without the prior written consent of, or prior notice to, the
Customer (or if any such consent or notice is required, GE has received such consent or ASSIGNOR has provided such
notice to the Customer and to any requisite employee, agent or representative of the Customer necessary to comply with
the Customer's procurement policies);
(� If any interest income received by GE in respect of a tax-exempt transaction may not be properly excluded
from GE's gross income for federal income tax purposes as a result of any act or omission by ASSIGNOR or any breach
by ASSIGNOR of its representations and warranties contained herein or in the Lease, ASSIGNOR will reimburse GE for
any federal income taxes payable on such interest income or portion thereof within ten (10) business days of written
demand; and
(g} In the event of a non-appropriation of funds (as such term is described in the Lease), ASSIGNOR will not
sell, lease, rent or otherwise provide to the Customer equipment serving the same purpose and function as the Equipment
for a period of one (1) year from the date of such non-appropriation of funds, unless ASSIGNOR rep�rchases the Lease
from GE for an amount equal to the Net Book Value thereof.
Within ten (]0) days of demand and the receipt of written notice from GE, ASSIGNOR will repurchase the Lease from
GE for its Net Book Value if: (a) ASSIGNOR breaches any material representation, wananty, covenant or other
obligation in this Assignment; (b) the Lease is rightfully terminated for the convenience of the Customer in accordance
with the terms of the documentatio❑ including, without limitation, the RFP Documents; (c) GE is deemed by any third
party to be a"Contractor" or a sub-contractor under the RFP Documents and GE determines in its reasonable business
judgment that it does not comply with any ma[erial provision of the RFP Documents which would be applicable thereto,
in which case the repurchase of the Lease will be effective as of the day preceding the date on which GE is deemed to be a
Contractor; or (d) the Customer fails to remit any paymerrt to GE within thirty (30) days of the due date thereof and GE,
after reviewing all documents and records provided by ASSIGNOR and/or the Customer, determines in its reasonable
discretion that ASSiGNOR failed to comply with the terms and conditions of the applicable RFP Documents.
3
5. Indemnity. ASSIGNOR will indemnify and hold harmless GE and its aftiliates, subsidiaries, employees,
officers, direcYors, attorneys and agents, from and against any and all losses, claims by or against GE, liabilities (including
negligence, tort and strict liabilities), demands and expenses whatsoever, including reasonable attomeys fees and costs,
arising out of or in connection with (1) any bteach by ASSIGNOR of its representations or warranties hereunder, (2) any
failure of ASSIGNOR to perform duly and punctually any covenant, agreement or obligation to be performed by
ASSIGNOR pursuant to this Assignment, (3) any claim that the marketing or use of any product sold by ASSiGNOR to
the Customer infringes any U.S. patent, copyright, tradema.rk, trade secret or other proprietary right of a third party or (4)
the manufacture, sale, delivery, installation, use, operation, possession, servicing, maintenance or remarketing of the
Equipment by ASSIGNOR or its agevts, including, without limitation, any claims for latent defect.
6. Miscellaneous. The rights and obligations of GE and ASSIGNOR under this Assignment may not be assigned
without the prior written consent of the other pariy; provided that GE may, without the prior written consent of
ASSIGNOR (a) assign any of its rights or obligations hereunder or under the Lease to any of its affiliates and/or (b)
securitize, syndicate or otherwise transfer pursuant to a similar arrangement any or all of its rights hereunder or under the
Lease (and under any related representations, warranties or indemnifications of ASSiGNOR hereunder). 'I'he parties
agree that this Assignment shall be governed by, and construed in accordance with the internal laws of the State of New
York without regard to the choice of la�v provisions thereof. This Assignment may be executed in one or more
counterparts, all of which together will constitute one and the same instrument and will become effective when each of the
counterparts has been signed and delivered to each of the other parties. THE PARTIES HERETO WANE, TO
THE EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS HEREUNDER
IN WITNESS WHEREOF, GE and AS5IGNOR have caused this Assignment to be executed by their duly authorized
representatives to be effective as of the date first set forth above.
GENERAL ELECTRIC CAPTTAL CORPORATION BERRY COMl'ANIES INC
By: BY:
Name: Name:
Title: Title:
I
a
� Ea6ibit A to AssiEnment
❑ Master Lease Schedule
❑ Insurance Letter
❑ Delivery and Acceptance
❑ Ship ToBill To Form
❑ E>chibit a
�
I
s
Certificate: Authorizing Resolutions, Incumbency, Appropriation and Essential Use
In connection with the Municipal Lease Agreement ("Lease") dated and effective as of between BERRY COMPANIES INC
which, together with any successor or assignee (including General Electric Capital Corporation), is referred to as "Lessor' and CITY OF RIVERSIOE,
MO a political subdivision organized and existing under the Constitution and laws of the State of MO which is referred to as "Lessee", the
undersigned does hereby certify to Lessor as follows:
1. I am the duty appointed and acting Clerk of the _ City of Riverside _(given 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 torrett 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 • I —( and said
resolutions have not been rescinded or modified and are still in full force and effect.
3. The individuals named below are the duty 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 Si�nature -
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�_":;��C��a� Qa 2. �: ti �anC'a --: ' C ec���f �..�, ,�
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4. Lessee has an immediate need for and expects to make immediate use of all of the Equipment 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. Specially, the
Eq ipment will 6e used as follows:
- �'.��\s �, r�t u � � os��� .
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 with in an unrestricted and unencumhered appropriation currently available for the lease/purchase of the
Equipment.
6. The equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of I
its authority. �
7. There is not 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
cf the Lessee of perform its obligations under the Lease and the transactions contemplated thereby.
�� �
[SEAL) ���''�� �' LS I
Name of secretary