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HomeMy WebLinkAbout2021-02-16-H04C GO Lease-Purchase for Golf Course Rough Mower_Authorize AgreementAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: February 16, 2021 AGENDA ITEM:Consideration of approval of a resolution authorizing action to enter into a Lease Purchase Agreement and levying a tax to pay said Lease Purchase Agreement FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$47,750.00 COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Lease-Purchase Documents PREPARED BY: Becky Schuett REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: H4C RESOLUTION 2021- RESOLUTION AUTHORIZING ACTION TO ENTER INTO A LEASE PURCHASE AGREEMENT IN THE PRINCIPAL AMOUNT OF $47,750 FOR A LEASE OR LEASE PURCHASE OF GOLF COURSE EQUIPMENT FOR A GENERAL CORPORATE PURPOSE WHEREAS, the City of Waukee, State of Iowa (the "City"), is in need of funds to pay costs of the lease or lease purchase of golf course equipment, and it is deemed necessary and advisable that a lease purchase agreement in the aggregate principal amount of $47,750 be entered into for such purpose; and WHEREAS, pursuant to notice published as required by Sections 362.4(4) and 384.26 of the Code of Iowa, as amended (the "Code"), this Council has held a public meeting and hearing upon the proposal to institute proceedings for the authorization of a lease purchase agreement in the aggregate principal amount of not to exceed $50,000 for such purposes, and the Council is therefore now authorized to proceed with the authorization of the lease purchase agreement; and WHEREAS, VGM Financial Services, having its principal place of business in Waterloo, Iowa ("VGM"), has agreed to loan the City the principal sum of $47,750 pursuant to the terms of a schedule to Master Lease and the underlying Master Lease Agreement (the "Lease") dated as of January 13, 2014, between the City, as Lessee, and VGM, as Lessor thereunder; and WHEREAS, the City will agree in the Lease to repay VGM the principal sum of $47,750, plus interest on such amount at a rate of 5.102% per annum and any applicable taxes or miscellaneous payment due thereunder, over a period of 55 months, resulting in total payments thereunder of $55,417.20, all as set forth in the Lease; and WHEREAS, this Council has determined that the terms of the Lease do not exceed the economic life of the property being acquired pursuant thereto; and WHEREAS, the Lease will be payable from the Debt Service Fund; and WHEREAS, there have been presented to this meeting the form of Lease documents between the City and VGM which the City proposes to enter into; and WHEREAS, it appears that such instruments are in appropriate form and are appropriate instruments for the purposes intended. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: "Equipment" shall mean the new golf course equipment, as more particularly described in the Lease. "Financing Documents" shall mean any insurance, delivery, transcript and incumbency certificates to be delivered in conjunction with the closing of the Lease, relating to the Equipment to be acquired pursuant to the Lease, and Form 8038-GC Information Reporting Returns. "Issuer" or "City" or "Lessee" shall mean the City of Waukee, State of Iowa. "Lease" shall mean the Master Lease, in the initial principal amount of $47,750, by and between the City and VGM. "Project Fund" shall mean the fund established by this Resolution for the deposit of the proceeds of the Lease. "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Director of Finance and delivered at the time of issuance and delivery of the Lease. "VGM" or "Lessor" shall mean VGM Financial Services of Waterloo, Iowa. Section 2. Authority and Purpose. The Lease authorized by this Resolution shall be issued pursuant to Sections 362.4(4) and 384.26 of the Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Lease is hereby authorized in the aggregate principal amount of $47,750 for the purpose of paying costs of acquiring the Equipment. Section 3. Approval of Lease. VGM shall deliver the Equipment to the City secured by the Lease in the aggregate principal sum of $47,750, which provide for the repayment by the City in an amount equal to the principal and interest at a per annum rate of 5.102% on the unpaid balance thereof from the date of delivery of the Lease to VGM, in the amounts and at the rates and in installments as specified therein, and the form and content of the Lease, the provisions of which are incorporated herein by reference, hereby are in all respects authorized, approved and confirmed, and the Mayor and the City Clerk are hereby authorized, empowered and directed to execute, attest, seal and deliver the Lease for and on behalf of the City, including necessary counterparts and in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, addition or deletions therein from the form and content of the Lease now before this meeting, and from and after the execution and delivery of the Lease, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all such acts and things and execute all such documents as may be necessary to carry out and comply with the provisions of the Lease as executed. Section 4. Additional Documents. The Mayor, City Clerk and Director of Finance hereby are authorized, empowered and directed to execute, attest, seal and deliver for and on behalf of the City any and all Financing Documents and any other additional certificates, documents, opinions or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 5. Levy and Certification of Annual Tax; Other Funds to be Used. (a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Lease hereinafter authorized to be issued, there shall be levied in the Debt Service Fund for each future year the following direct annual tax on all of the taxable property in City of Waukee, Iowa, to-wit: AMOUNT FISCAL YEAR (JULY 1 TO JUNE 30) YEAR OF COLLECTION $8,083.44 2021/2022 $8,083.44 2022/2023 $8,083.44 2023/2024 $8,083.44 2024/2025 $23,083.44 2025/2026 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2020, will be collected during the fiscal year commencing July 1, 2021). (b) Resolution to be Filed With County Auditor. A certified copy of this Resolution should be filed with the County Auditor of Dallas County, State of Iowa, and said Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of said tax, and for no other purpose whatsoever. (c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 6. Lease Fund. The tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "LEASE PURCHASE DEBT SERVICE FUND 2021 NO. 1" (the "Lease Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Lease herein authorized to be issued. Section 7. Registration of Lease; Appointment of Registrar; Transfer; Ownership and Delivery. (a) Registration. The ownership of the Lease may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Lease, and in no other way. The City Clerk is hereby appointed as Registrar and Paying Agent under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Lease for the payment of principal of and interest on the Lease as provided in this Resolution. The Lease shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Lease and in this Resolution. (b) Transfer. The ownership of the Lease may be transferred only upon the Registration Books kept for the registration and transfer of the Lease and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of the Lease (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of the Lease, a new fully registered Lease, of any denomination permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Lease, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. Any costs or expenses, including counsel fees, of the Registrar incurred in connection with an exchange or transfer of the Lease shall be paid by the holder of the Lease requesting such transfers as a condition precedent to the exercise of the privilege of making such exchange or transfer. (c) Registration of Transferred Lease. In all cases of the transfer of the Lease, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Lease, in accordance with the provisions of this Resolution. (d) Ownership. As to the Lease, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of the Lease and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Lease, including the interest thereon, to the extent of the sum or sums so paid. Section 8. Application of Lease Proceeds. Any proceeds of the Lease, except as may be provided below, shall be credited to the Project Fund and expended only for the purposes of acquiring the Equipment. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Lease at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Section 9. Investment of Project Fund Proceeds. All moneys held in the Project Fund shall be invested subject to the provisions of the Tax Exemption Certificate. All such investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Lease as herein provided. Section 10. Non-Arbitrage Covenants. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the Lease authorized hereunder which will cause the Lease to be classified as an arbitrage bond within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Lease it will comply with the requirements of the statute and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Lease will be used in a manner that would cause the Lease to be an arbitrage bond. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Lease to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 11. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Lease that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Lease; (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Lease; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 12. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Lease if, in the opinion of bond counsel, such amendment is necessary to maintain tax exemption with respect to the Lease under applicable Federal law or regulations. Section 13. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. Section 14. Repeal of Conflicting Resolutions. All resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this 16th day of February, 2021. Mayor ATTEST: City Clerk Turf Equipment Schedule (Fair Market Value (CAP) Purchase Option) Golf_TurfScheduleFMVCAP_Muni ver. 09.05.19 434323 S 1/22/2021 8:06 AM Page 1 The “Lease”: Equipment Schedule Number 004-0651601-103 Dated January 22, 2021 to Master Lease Number 651601L Dated January 13, 2014 “Lessee”:City of Waukee, Iowa, 230 Hickman Road, Waukee, IA 50263 Contact: Linda Burkhart Phone: “Lessor”:VGM Financial Services, a division of TCF National Bank, 1111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-8926 This Equipment Schedule (this “Schedule”) is entered into pursuant to and incorporates the terms of the Master Lease (except as expressly modified by this Schedule) identified above between Lessor and Lessee (the “Master Lease” and, together with this Schedule, this “Lease”). All capitalized terms not otherwise defined in this Schedule have the meanings assigned in the Master Lease. Upon execution and delivery of this Schedule by Lessor and Lessee, and Lessee’s acceptance of the Equipment described below, Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease. SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Date ______________ Initial Term 55 Months Rent Payment Period Annual Each Rent Payment An annual payment of $8,083.44 (the "Standard Payment") is due beginning August 2021 and each August thereafter in 2022, 2023, 2024 & 2025 until a total of 5 Standard Payments have been made. A payment of $0.00 is due each September, October, November, December, January, February, March, April, May, June and July. The Total Number of Payments includes both the Standard Payment Months and the $0 Payment Months. The first due date for a "Standard Payment" will be determined by Lessor based on the date it pays the Equipment supplier. plus applicable taxes except financed sales tax included in the Final Cost Advance Rent Payment(s) N/A For Installment(s): N/A Interim Rent Daily Factor N/A Security Deposit N/A EQUIPMENT, PERSONAL PROPERTY, SERVICES AND/OR SOFTWARE (The “Equipment”): Description (including features) and Location Maximum Hours: (1) Yanmar YT347 Tractor & (1) Progressive Proflex 120 Rotary Mower together with all attachments and accessories thereto Sugar Creek Golf Course, 1505 6th Street, Waukee, IA 50263 3000/Term Each Rent Payment shall be payable in arrears on the date that is one month after the Commencement Date and on the same day of each subsequent Rent Payment Period for the Initial Term and any renewal term. The following additional provisions apply to the Equipment and this Lease only: 1.So long as this Lease has not been canceled or terminated early and no Event of Default exists, upon expiration of the Initial Term (“Lease End”), Lessee may purchase all, but not less than all, of the Equipment for the fair market value of the Equipment, as mutually determined by Lessor and Lessee, plus all sales and use taxes arising on the sale of the Equipment. To exercise the foregoing purchase option, Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End. If Lessee fails to give such notice, or if the parties cannot agree on the Fair Market Value of the Equipment by 60 days before Lease End, then the purchase option shall lapse. If the purchase option lapses, then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions. If Lessee fails to give such notice, or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease, this Lease will automatically renew, at the same rental and other terms set forth in this Lease, for additional successive non-cancelable 1-month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. In no event shall the Fair Market Value of the Equipment exceed $15,000.00. 2.If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and fails to timely pay the purchase price, then Lessor may, in its sole discretion, by written notice to Lessee (a) treat the Equipment as purchased and enforce payment of the purchase price, or (b) declare a failure to meet the purchase conditions whereupon Lessee’s interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease. 3.Upon Lessee’s exercise of the purchase option and Lessor’s receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease, the Equipment will be deemed transferred to Lessee at its then location and, on Lessee’s request at such time, Lessor will deliver to Lessee a bill of sale for the Equipment, “WHERE IS, AS IS” WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED. 4.If Lessor suffers a Tax Loss because, for federal or state income tax purposes, for any reason, this Lease is not a true lease or Lessor otherwise is not entitled to depreciate the Equipment in the manner Lessor anticipated when entering into this Lease, then Lessee shall pay Lessor, as additional rent hereunder, a lump-sum amount which, after payment of all federal, state, and local income taxes on the receipt of such amount, and using the same assumptions as to tax benefits and other matters Lessor used in originally evaluating and pricing this Lease, will in Lessor’s reasonable opinion maintain Lessor's net after-tax rate of return with respect to this Lease at the same level it would have been had such Tax Loss not occurred. Lessor will notify Lessee of any claim that may give rise to indemnity hereunder and will make a reasonable effort to contest any such claim at the administrative level of the applicable taxing authority. Lessor shall control all aspects of any settlement and contest, and Lessee agrees to pay the legal fees and other out-of-pocket expenses thereof even if Lessor's defense is successful. Notwithstanding the foregoing, Lessee will not be obligated to indemnify Lessor for any Tax Loss caused solely by (a) a casualty Loss to the Equipment if Lessee pays the amount required under Section 8 of the Master Lease, (b) Lessor's sale of the Equipment other than on account of an Event of Default, (c) failure of Lessor to have sufficient income to utilize its anticipated tax benefits or to timely claim such tax benefits, and (d) tax law changes, including rates, effective after the Lease begins. Lessee's indemnity obligations hereunder shall survive cancelation and termination of this Lease. For purposes of this paragraph, the term “Tax Loss”, means Lessor's loss of, or loss of the right to claim, or recapture of, all or any part of the federal or state income tax benefits Lessor anticipated as a result of entering into this Lease and owning the Equipment; and the term "Lessor" shall include any member of an affiliated group of which Lessor is (or may become) a member if consolidated tax returns are filed for such affiliated group for federal income tax purposes. 5.If this Lease terminates or is cancelled prior to the end of the Initial Term, then the Maximum Hours specified above shall be reduced pro rata based on the number of months remaining in the current year or Initial Term, as applicable. If the Lease is renewed or extended, the Maximum Hours allowed during such renewal or extension shall be calculated pro rata based on the number of Maximum Hours specified above and the number of months of such extension or renewal. Golf_TurfScheduleFMVCAP_Muni 01222021 8:06:00 «ApplicationNum» 1/22/2021 8:06 AM Page 2 6.For purposes of Section 5 of the Master Lease, Lessor’s “Anticipated Residual Value” of the Equipment subject to this Lease (or each Item under this Lease) at the Commencement Date shall be deemed to equal $15,000.00 (or the portion of such cost related to such Item). 7.This Schedule may, in Lessor's sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means (“e-copy”) and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided that there shall be only one original of this Schedule and it shall bear the original ink or electronic signature of Lessor and be marked “Original.” Each party’s electronic signature on this Schedule shall be unconditionally valid and legally enforceable, and each party agrees not to contest the validity or enforceability of any electronic signature (or the authority of the electronic signer to sign). To the extent that this Schedule constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership interest intended to be created through the transfer and possession of this Schedule can be done only by the transfer of the “Original” bearing the original ink or electronic signature of Lessor; provided that, if the “Paper Out” process shall have occurred, or if there shall simultaneously exist both the “Paper Out” printed version and an electronic version of this lease, then the “Paper Out” printed version of such document bearing the legend “Original” applied by Lessor shall constitute the sole chattel paper original and authoritative version. Lessor: VGM Financial Services, a division of TCF National Bank By: __________________________ Title: ____________________ Lessee: City of Waukee, Iowa By: __________________________ Courtney Clarke, Mayor Golf_OpinionOfCounsel ver. 01.21.14 434323 S 1/22/2021 8:12 AM Page 1 OPINION OF COUNSEL (To be on Attorney's Letterhead) Date: Lessee: City of Waukee, Iowa 230 Hickman Road, Waukee, IA 50263 Lessor: VGM Financial Services, a division of TCF National Bank 1111 West San Marnan Dr, Suite A2 West Waterloo, IA 50701-8926 Re: Contract 004-0651601-103, dated as of January 22, 2021, to Master Lease 651601L Dated January 13,2014 by and between City of Waukee, Iowa and VGM Financial Services a division of TCF National Bank Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above (the “Lease”) and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a public corporation and political subdivision of the State of Iowa (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full, true and correct legal name of Lessee is City of Waukee, Iowa. 2. The Uniform Commercial Code, as adopted in the State (the “UCC”), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Lessee. 3. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 4. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 5. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable State and Federal laws. 6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 7. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and the other documents described above; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. Golf_OpinionOfCounsel ver. 01.21.14 434323 S 1/22/2021 8:12 AM Page 2 This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, Golf_ FMV_Resolution_Muni v 06.03.16 434323 1/22/2021 7:50 AM RESOLUTION LEASE NO. 004-0651601-103 DATED AS OF JANUARY 22, 2021 A resolution authorizing the negotiation, execution, and delivery of Lease No. 004-0651601-103 dated January 22, 2021 (the “Lease”), between City of Waukee, Iowa, 230 Hickman Road, Waukee, IA 50263 and VGM Financial Services, a division of TCF National Bank, 1111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-8926; and prescribing other details in connection therewith. WHEREAS, City of Waukee, Iowa, (the "Lessee") is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State of Iowa; and WHEREAS, Lessee is duly authorized by applicable law to acquire such items of personal property as are needed to carry out its governmental functions and to acquire such personal property by entering into lease-purchase agreements; and WHEREAS, Lessee hereby finds and determines that the execution of a Lease for the purpose of leasing with the option to purchase the property designated and set forth in the Lease is appropriate and necessary to the function and operations of the Lessee; and WHEREAS, VGM Financial Services, a division of TCF National Bank, (the "Lessor") shall act as Lessor under said Lease; and WHEREAS, the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the State; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF City of Waukee, Iowa: Section 1. The Lease, in substantially the form as presently before the governing body of the Lessee , is hereby approved, and the ________________________ of the Lessee, is hereby authorized to negotiate, enter into, execute, and deliver the Lease and related documents in substantially the form as presently before the governing body of the Lessee, with such changes therein as shall be approved by such officer, and which Lease will be available for public inspection at the offices of Lessee. Section 2. The Lessee shall, and the officers, agents and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Lessee with respect to the Lease. Section 3. The Lessee’s obligations under the Lease shall be expressly subject to annual appropriation by Lessee; and such obligations under the Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State of Iowa. Section 4. All other related contracts and agreements necessary and incidental to the Lease are hereby authorized, ratified and approved. Section 5. This resolution shall take effect immediately upon its adoption and approval. CERTIFIED AS TRUE AND CORRECT this _____ day of __________________, 20____. ______________________________________________ Signature of Clerk, Secretary or Assistant Secretary ______________________________________________ Printed Name of Clerk, Secretary or Assistant Secretary Muni_Lease_Incumbency v.01.12.17 434323 S 1/22/2021 7:50 AM 1 CERTIFICATE OF INCUMBENCY LEASE NO. 004-0651601-103 DATED AS OF January 22, 2021 I, __________________________________________, do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Waukee, Iowa (the "Lessee"), a political subdivision duly organized and existing under the laws of the State of Iowa, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE SIGNATURE IN WITNESS WHEREOF, I have duly executed this certificate this _____ day of ___________________, 20____. Signed: Title: NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some other Officer of the Lessee should execute this document. Iowa Sales/Use/Excise Tax Exemption Certificate tax.iowa.gov 31-014a (09/23/2020) This document is to be completed by a purchaser when claiming exemption from sales/use/excise tax. Certificates are valid for up to three years. Purchaser legal name: _____________________ Doing business as: ________________________ Address: ________________________________ City: _____________ State: _____ ZIP: ______ General nature of business: _________________ Phone number: ___________________________ Seller legal name: ___________________________ Doing business as: __________________________ Address: __________________________________ City: ______________ State: _____ ZIP: _________ Purchaser is doing business as: Retailer " Sales/Use/Excise Tax Permit Number (if required): ______________________________ Retailer car dealer " Enter your DOT number: __________________ Governmental agency (including public schools) " Wholesaler " Farmer " Lessor " Manufacturer " Nonprofit hospital " Private nonprofit educational institution " Qualifying residential care facility " Nonprofit museum " Commercial enterprise " Other " Purchaser is claiming exemption for the following reason: Resale " Leasing " Processing " Qualifying farm machinery/equipment " Qualifying farm replacement parts " Qualifying manufacturing machinery/equipment " Research and development equipment " Pollution control equipment " Recycling equipment " Qualifying computer or computer peripheral " Qualifying replacement parts/supplies (Manufacturing, Research & Development, pollution control, recycling, computer) " Qualifying computer software, specified digital products and digital services " Grain bins " Other " _________________________________ Direct Pay " Permit number required: Permit: _______________________________ Description of purchase (Include additional information if necessary): __________________________________________________________________________________ __________________________________________________________________________________ I, the undersigned, declare under penalties of perjury or false certificate, that I have examined this certificate, and, to the best of my knowledge and belief, it is true, correct, and complete. Signature of purchaser: ________________________________________________________________ Title: _______________________________________________________ Date: __________________ Seller: Keep this certificate in your files. Purchaser: Keep a copy of this certificate for your records. Do not send to the Iowa Department of Revenue 5/1 .<?7?8<7> 3:AE<8:B " 7 9<E<B<@? @; 4,. 27C<@?7> +7?= %%%% 6# 37? 17A?7? -A" 3D<C: *& 6:BC 67C:A>@@ 0*’$($% Iowa Sales/Use/Excise Tax Exemption Certificate, page 2 31-014b (07/28/2020) Instructions This exemption certificate is to be completed by the purchaser claiming exemption from tax and given to the seller. The seller must retain this certificate as proof that exemption has been properly claimed. The certificate must be complete to be accepted by the seller. The seller can accept an exemption certificate only on property that is qualified (see the exemptions below) or based on the nature of the buyer. If property or services purchased for resale or processing are used or disposed of by the purchaser in a nonexempt manner, the purchaser is then responsible for the tax. General Information about Exemptions Resale:Any person in the business of selling who is purchasing items to resell may claim this exemption. The purchaser can be acting as either a retailer or wholesaler and may not be required to have a sales/use/excise tax permit.Retailers with a sales/use/excise tax permit number must enter it in the space provided. Processing:Exempt purchases for processing include tangible personal property which by means of fabrication, compounding, manufacturing, or germination becomes an integral part of other tangible personal property ultimately sold at retail; chemicals, solvents, sorbents, or reagents used, consumed, dissipated, or depleted in processing personal property intended to be sold ultimately at retail, and chemicals used in the production of free newspapers and shoppers guides. Note: To claim an exemption for fuel used to create heat, power, or steam for processing or for fuel used to generate electric current, use Iowa Sales Tax Exemption Certificate, Energy used in Processing or Agriculture. Qualifying farm machinery/equipment:The item must be one of the following: 1. A self-propelled implement directly and primarily used in agricultural production, such as a tractor. 2. An implement directly and primarily used in agricultural production that is customarily drawn or attached to a self-propelled implement in the performance of its function, such as a plow. 3. A grain dryer (heater and blower only) directly and primarily used in agricultural production. 4. A snow blower, rear-mounted or front-mounted blade, or rotary cutter used in agricultural production, if attached to or towed by a self-propelled implement. 5. A diesel fuel trailer, seed tender, all-terrain vehicle, or off-road utility vehicle primarily used in agricultural production. 6. Tangible personal property that does not become a part of real property and is directly and primarily used in livestock or dairy production, aquaculture production, or the production of flowering, ornamental, or vegetable plants. 7. Auger systems, curtains, curtain systems, drip systems, fans and fan systems, shutters, inlets, shutter or inlet systems, and refrigerators used in livestock or dairy production, aquaculture production, or the production of flowering, ornamental, or vegetable plants. 8. An auxiliary attachment improving safety, performance, operation, or efficiency for items 1 through 7. 9. A replacement part for items 1 through 8. 10. A container, label, carton, pallet, packing case, wrapping, baling wire, twine, bag, bottle, shipping case, or other similar item used in agricultural, livestock, or dairy production. Qualifying manufacturing machinery/equipment:The item must be computers, machinery, equipment, replacement parts, supplies, or material used to construct or self-construct computers, machinery, equipment, replacement parts, or supplies used for one of the following purposes: 1. Directly and primarily used in processing by a manufacturer. 2. Directly and primarily used to maintain integrity or unique environmental conditions for the product. 3. Directly and primarily used in research and development of new products or processes. 4. Directly and primarily used in recycling or reprocessing of waste products. Pollution control equipment:The equipment must be used by a manufacturer primarily to reduce, control, or eliminate air or water pollution. Iowa Sales/Use/Excise Tax Exemption Certificate, page 3 31-014c (07/28/2020) Qualifying computer software, specified digital products, and digital services: The product purchased may only be those listed in Iowa Code section 423.3(104), must be purchased by a commercial enterprise as defined in Iowa Code section 423.3(104), and must be used exclusively by the commercial enterprise. Qualifying computers or computer peripherals:The computers or computer peripherals must be used in processing or storage of data or information by an insurance company, financial institution, or commercial enterprise. Direct pay:Businesses and individuals who pay their taxes directly to the Department rather than to the seller must enter their Direct Pay permit number in the space provided. Private nonprofit educational institutions:Purchases made by Iowa private nonprofit educational institutions used for educational purposes are exempt. Not exempt from sales/use/excise tax are purchases by most other private nonprofit organizations such as churches, fraternal organizations, clubs, etc., for use by those organizations. For more information about sales/use/excise tax exemptions, see the Department's website (tax.iowa.gov). Delivery and Acceptance Delivery_Acceptance ver. 05/04/2011 434323 S 1/22/2021 7:50 AM “Lessee” City of Waukee, Iowa, 230 Hickman Road, Waukee, IA 50263 “Lessor” VGM Financial Services, a division of TCF National Bank, 1111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-8926 Delivery and Acceptance agreement attached to and made a part of Lease 004-0651601-103 dated January 22, 2021 (the "Lease"). This Certificate relates to the Equipment (the “Equipment”) that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct, (iii) the Equipment, together with any supporting documentation, is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee’s right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER Acceptance Date: Lessee: City of Waukee, Iowa By: __________________________ Title:__________________________ Printed Name: __________________________________________________ Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment.