HomeMy WebLinkAboutFord Motor Credit/Inspections lease 20181 FORD CREDIT
Ford Motor Credit Company LLC
1 American Road, MD 7500
Dearborn, MI 48126
November 15, 2017
Mark Rohloff, City Manager
City of Oshkosh
215 Church Ave
Oshkosh, WI 54901
Subject: Master Equipment Lease -Purchase Agreement — Schedule No. 9413000
Dear Mr. Rohloff:
Thank you for selecting Ford Motor Credit Company as your Lease -Purchase Finance source for the equipment
being acquired from Ewald's Hartford Ford.
The following is a list of the subject documents attached.
• Master Equipment Lease -Purchase Agreement — Review and sign where Indicated.
• Amendment — Review, check the appropriate box, and sign where Indicated.
• Schedule No. 9413000 and Attachment 1 & 2 (if applicable) - Review and sign where indicated.
• Delivery and Acceptance Certificate(s) — Review, sign where indicated, and provide the date the
equipment was accepted by you or your authorized representative.
• Insurance Fact Sheet - Complete and sign where indicated.
• 8038 Form— See attached.
Also, enclosed is an invoice for the first payment and underwriting fee, if applicable. Please send the payment and
all signed original documents to the address below before 11/24/2017. If documents cannot be returned by this
date, the interest rate may be subject to a rate Increase or a rate extension fee.
Ford Motor Credit Company
Attn: Municipal Finance
1 American Road, MD 7500
Dearborn, MI 48126
Once we have received the documents from your office, a representative for Ford Motor Credit Company LLC will
sign where indicated and forward a copy of the documents to your attention.
If you have any questions, please call (800) 241-4199, extension 15, or send an e-mail to fcmuni@ford.com.
Sincerely,
Maria Acevedo
Sales Assistant
Attachments
Ford Mclor Credit Company ("FMCC") Is pravid Ing the information contained In this dooument for discussion purposes only In connection with a proposed arm's length commercial
leasing transaction between you and FMCC. FMCC Is acting for Its own Interest and has financial and other Interests that differ from yours. FMCC Is not acting Asa municipal advisor or financial
advisor to you, and has no fiduciary duly to you. The Information provided In this document Is not Intended to be and should not be construed as "advice" within the meaning of Section 158 of the
Securities Exchange Act of 1934 and the municipal advisor rules of the SEC. FMCC Is not recommanding that you take an action and you should discuss any actions with your own advisors as you
doom appropriate.
FORD CREDIT
FORD MOTOR CREDIT COMPANY LLC
MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
Lease No. 9413000
Lessee: City of Oshkosh Lessor: Ford Motor Credit Company LLC
215 Church Ave 1 American Road
Oshkosh, WI 54901 Dearborn, MI 48126
The terms of this Master Equipment Lease Purchase Agreement (the "Master Agreement") are terms which will be Incorporated into,
and constitute a part of, one or more lease schedules executed from time to time by Lessor and Lessee (together with alt attachments thereto,
a "Schedule," or "Lease" or collectively, the "Schedules" or "Leases"), pursuant to which Lessee agrees to lease from Lessor, the equipment,
including all additions, attachments, accessions, and substitutions thereto (the "Equipment"), described in each such Schedule. Each
executed and delivered Schedule will constitute a separate, assignable obligation.
1. TERM AND TERMINATION. The lease term (the "Lease Term") for the Equipment listed in each Schedule will commence
on the earlier of (1) the date on which the Equipment listed on the Schedule is accepted by Lessee by the executlon of a Delivery and Acceptance
Certificate as required under Section 3 below, or (ii) the date on which sufficient moneys to purchase such Equipment are deposited for that purpose with
an escrow agent (the "Commencement Date"), and, unless earlier terminated as expressly provided for in Sections 6, 19 or 20 of this Master
Agreement, will continue until the expiration date (the "Expiration Date") set forth in the applicable Schedule.
2. LEASE PAYMENTS. For the lease of the Equipment listed in each Schedule, Lessee shall pay to Lessor the lease
payments and other charges (the "Lease Payments") set forth in the applicable Schedule. As set forth in the applicable Schedule, each Lease
Payment includes a principal portion and an interest portion. The Lease Payments will be payable without notice or demand at the office of
Lessor (or such other place as Lessor or its assignee may from time to time designate in writing) on the first Lease Payment Date and
thereafter as set forth in the applicable Schedule. If any Lease Payment is received later than 10 days after the due date, Lessee will pay a
late payment charge equal to 1.8% of the amount of the Lease Payment or the maximum amount permitted by law, whichever is less. Except
as specifically provided In Section 6 hereof, the obligation of Lessee to make the Lease Payments hereunder and perform all of its other
obligations hereunder will be absolute and unconditional In all events and will not be subject to any abatement, setoff, defense, counterclaim,
or recoupment for any reason whatsoever including, without limitation, any failure of the Equipment to be delivered or installed, any defects,
malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. Lessee reasonably
believes that sufficient funds can be obtained to make all Lease Payments during the applicable Lease Term and hereby covenants that the
official of Lessee responsible for budget preparation will do all things lawfully within his or her power to obtain, maintain and properly request
and pursue funds from which the Lease Payments may be made, including making provisions for Lease Payments to the extent necessary In
each budget submitted for the purpose of obtaining funding, using his or her best efforts to have such portion of the budget approved and
exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to
make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the use of the
Equipment is essential to its proper, efficient and economic operation. The foregoing provisions shall not be construed to require Lessee's
governing body or other governmental body charged with budgeted or appropriating funds for Lessee to budget or appropriate funds to make
Lease Payments. Lessor and Lessee understand and Intend that the obligation of Lessee to pay Lease Payments hereunder and each
Schedule hereto shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee In contravention of
any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything
contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee.
3. CONDITIONS TO LESSOR'S PERFORMANCE UNDER SCHEDULES; DELIVERY AND ACCEPTANCE OF
EQUIPMENT. (a) As a prerequisite to the performance by Lessor of any of its obligations pursuant to the execution and delivery of any
Schedule, Lessee shall deliver to Lessor the following: (1) if requested by Lessor, a certification satisfactory to Lessor of the Clerk or Secretary
or other comparable officer of Lessee as to due authorization and approval, incumbency of officers and such other matters as Lessor may
require; (fl) If requested by Lessor, an opinion of counsel to Lessee respecting such Schedule in substantially the form attached hereto as
Exhibit A and otherwise satisfactory to Lessor; (til) all documents, Including an application for certificate of title with lion notice, as applicable,
and other financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or
appropriate at that time pursuant to Sections 8 and 15; (iv) board minutes in a form acceptable to Lessor; (v) a copy of the executed Internal
Revenue Services ("IRS") form 8038-G or 8038 -GC, as appropriate, as filed, or to be filed, with the IRS, (vi) satisfactory proof of property and
liability Insurance coverage and (vil) such other items, if any, as are set forth in such Schedule or are reasonably required by Lessor. This
Master Agreement is not a commitment by Lessor to enter into any Schedule not currently In existence, and nothing in this Master Agreement
shall be construed to Impose any obligation upon Lessor to enter into any proposed Schedule, it being understood that whether Lessor enters
into any proposed Schedule shall be a decision solely within Lessor's discretion, and no Lease will be binding or commence until accepted by
Lessor. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request In connection
with Lessor's review of any proposed Schedule. Such documentation may include, without limitation, documentation concerning the
Equipment and its contemplated use and location and documentation or Information concerning the financial status of Lessee and other
matters related to Lessee.
(b) Lessor will cause the Equipment to be delivered to Lessee at the location specified in the applicable Schedule ("Equipment
Location"). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment.
Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment
by executing and delivering to Lessor a Delivery and Acceptance Certificate In the form provided by Lessor within three days of delivery of the
Equipment.
4. WARRANTIES. (a) Assignment of Warranties. So long as no Event of Default has occurred and Is continuing, Lessor
assigns to Lessee during the Lease Term of the Equipment all manufacturer's warranties, If any, expressed or implied with respect to the
November 2011 - Previous edition$ may NOT be used.
Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense.
Lessee will resolve any claims under such warranties directly with the appropriate manufacturer or supplier of the Equipment. Lessee's sole
remedy for the breach of any warranty shall be against the party providing the warranty, and not against Lessor. Lessee expressly
acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such
warranties of the manufacturer or supplier of the Equipment.
(b) DISCLAIMER OF WARRANTIES. LESSEE ACKNOWLEDGES AND AGREES THAT (1) THE EQUIPMENT IS OF A SIZE,
DESIGN AND CAPACITY SELECTED BY LESSEE, (2) LESSOR IS NOT A MANUFACTURER, DISTRIBUTOR, VENDOR OR SUPPLIER OF
THE EQUIPMENT, (3) LESSOR LEASES AND LESSEE TAKES THE EQUIPMENT AND EACH PART THEREOF "AS -IS" AND (4) LESSOR
HAS NOT MADE, AND DOES NOT MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH
RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR
SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES
OF LESSEE, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE
ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT
LIABILITY IN TORT OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KiND OR CHARACTER, EXPRESS OR
IMPLIED, WITH RESPECT THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND
LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO
LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE
EQUIPMENT AND THE MAINTENANCE THEREOF.
5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised its purchase option as provided in Section 20 hereof, upon
the expiration or earlier termination of the Lease Term of the Equipment pursuant to the terms hereof, Lessee shall, at its sole expense but at
Lessor's option, return the Equipment to Lessor In good working condition, packed for shipment in accordance with manufacturer's
specifications and freight prepaid and insured to any location designated by Lessor.
6. NON -APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Master Agreement or any Schedule to the
contrary, in the event no funds or insufficient funds are appropriated and budgeted and sufficient funds are not otherwise made available in any
fiscal period for all Lease Payments under a Lease, Lessee will 'immediately notify Lessor in writing of such occurrence and provide
documentation evidencing such non -appropriation satisfactory to Lessor, and the Lease Term for the Equipment under that Lease shall
terminate on the last day of the fiscal period for which sufficient appropriations have been received or made without penalty or expense to
Lessee, except as to Lessee's obligations and liabilities under any Lease relating to, or accruing or arising prior to, such termination. In the
event of such termination, Lessee agrees to peaceably surrender possession of the Equipment under that Lease to Lessor on the date of such
termination in the manner set forth in Secdon 5 hereof and Lessor will have all legal and equitable rights and remedies to take possession of
the Equipment.
7. REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants as of the date hereof, and as of the date of
each Schedule, that: (a) Lessee is a State or a fully constituted political subdivision of a State, and has a substantial amount of one or more of
the following sovereign powers: (1) power to tax, (2) power of eminent domain, or (3) police power, and will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence; (b) Lessee Is authorized under the constitution and laws of the State to
enter into and agree to the terms of this Master Agreement and, as of the date of each Schedule, that Schedule and the transactions
contemplated thereby and to perform all of its obligations thereunder; (c) the execution, delivery and performance by the Lessee of this Master
Agreement, and each Schedule Incorporating the terms of this Master Agreement has been duly authorized by proper action and approval of
its governing body at a meeting duly called, regularly convened and attended throughout by a requisite majority of the members thereof or by
other appropriate official approval, and will not result in contravention of any state, county, district, city or town statute, charter, ordinance,
resolution, rule, regulation or other governmental provision or requirement, Including, without limitation any applicable debt limitations; (d) each
Schedule Incorporating the terms of this Master Agreement constitutes a legal, valid and binding obligation of the Lessee enforceable In
accordance with Its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors'
rights generally; (e) all required public bidding procedures, and the purchase of the Equipment covered by each Schedule have been followed
by Lessee, and, as of the date of each Schedule, no governmental orders, permissions, consents, approvals or authorizations are required to
be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of that Schedule; (f)
Lessee has made sufficient appropriations or other funds available to pay all Lease Payments and other amounts due hereunder for the
current fiscal period; (g) the use of the Equipment by Lessee is essential to and will be limited to the performance by Lessee of one or more
governmental functions of Lessee consistent with the permissible scope of Lessee's authority; (h) no event or condition that constitutes, or with
the giving of notice or the lapse of time or both would constitute, an Event of Default hereunder or a default under any debt, revenue or purchase
obligation which it has issued or to which it is a party exists, nor has it been in default under any such obligation at any time during the past five
years; (1) no lease, rental agreement or contract for purchase to which Lessee has been a party at any time during the past five years has been
terminated by Lessee as a result of Insufficient funds being appropriated in any fiscal period; and Q) there is no action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting Lessee, nor to the best
knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the
transactions contemplated by this Master Agreement or any Schedule Incorporating the terms of this Master Agreement, or any other document,
agreement or certificate that is used or contemplated for use in the consummation of the transactions contemplated by this Master Agreement or
any Schedule.
B. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee, title to the Equipment will
vest in Lessee subject to Lessor's rights under the Schedule and the terms of this Master Agreement; provided, however, that title will
immediately vest in Lessor without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor in
accordance with Section 5 hereof, It Lessee terminates the Lease Term of the Equipment pursuant to Section 6, or upon the occurrence of an
Event of Default, or if Lessee does not exercise the purchase option prior to the Expiration Date. It is the Intent of the parties that any transfer
of title to Lessor pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument
of conveyance. Lessee shall, nevertheless, execute and deliver any such Instruments as Lessor may request to evidence such transfer. In
order to secure all of its obligations under each Lease, Lessee hereby (a) grants to Lessor a first and prior security interest In any and ail right,
title and interest of Lessee in the Equipment covered by that Lease including but not limited to computer programs and computer
No mt— 2011 - P—L..a editi..a may NOT ba uead.
documentation, if any, relating to the Equipment and In all additions, attachments, accessions, and substitutions thereto whether now owned or
hereafter acquired, and on any proceeds therefrom, (b) agrees that the applicable Lease may be filed as a financing statement evidencing
such security interest, (c) agrees to execute and deliver all financing statements, certificates of title and other instruments In form satisfactory
to Lessor necessary or appropriate to evidence such security Interest, and (d) authorizes Lessor acting on behalf of Lessee to file any
financing statements and to take any other action required to perfect and maintain Lessor's security interest In the Equipment.
9. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the
Equipment. Lessee shall comply with all laws, ordinances, insurance policies and regulations relating to the possession, use, operation or
maintenance of the Equipment. Lessee, at its expense, will keep the Equipment In good working order and repair and furnish all parts,
mechanisms and devices required therefor.
10. ALTERATIONS. Lessee will not make any modifications, alterations, additions or improvements to the Equipment without
Lessor's prior written consent unless such modifications, alterations, additions or Improvements may be readily removed without damage to the
Equipment.
11. LOCATION; INSPECTION, The Equipment will not be removed from or, it the Equipment consists of rolling stock, its
permanent base will not be changed from the Equipment Location without Lessor's prior written consent which will not be unreasonably
withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the
Equipment or observe its use and operation.
12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those
created under any Schedule Incorporating the terms of this Master Agreement. Lessee shall pay, when due, to the extent required by law, all
charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase,
possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee falls to pay said charges, or
taxes when due, Lessor may, but need not, pay said charges or taxes and, in such event, Lessee shall reimburse Lessor therefor on demand,
with interest at the maximum rate permitted by law from the date of such payment by Lessor to the date of reimbursement by Lessee.
13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any
cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve
Lessee of the obligation to make Lease Payments or to perform any other obligation under any Lease. In the event of damage to any item of
Equipment, Lessee will immediately place the same in good repair, with the proceeds of any Insurance recovery applied to the cost of such
repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, within 30 days of such
determination, Lessee, at the option of Lessor, will either (a) replace the same with like equipment in good repair (with its own funds to the
extent that sufficient Insurance proceeds are not available for that purpose) and convey, to the extent permitted by law, a security interest in
such replacement equipment to Lessor (at which time such equipment will become Equipment subject to the Lease), or (b) pay Lessor an
amount equal to (1) the Concluding Payment for the immediately preceding Lease Payment Date as set forth in the applicable Schedule, (2)
the accrued interest portion of the next Lease Payment through the date such amount is paid, and (3) all other amounts then due under any
Schedule with respect to such Equipment. In the event that Lessee Is obligated to make such payment pursuant to clause (b) above with
respect to less than all of the Equipment under a Schedule, Lessor will provide Lessee with the pro rata amount of the Concluding Payment to
be made by Lessee with respect to the Equipment which has suffered the event of loss. The pro rata amount will be calculated on the basis of
the Cash Price shown on the Schedule for the particular item of Equipment that has been lost, stolen, destroyed or damaged and the
aggregate Cash Price of all Items of Equipment under the same Schedule. Upon receipt of the Concluding Payment, Lessee shall be entitled
to whatever interest Lessor has in such Equipment, in its then condition and location, without warranties of any kind.
14. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed or
attached to real estate or any building thereon. if requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the
Equipment from any party having an interest In any such real estate or building.
15. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public
liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers
satisfactory to Lessor, or may self -Insure against any or all such risks under a self-insurance program satisfactory to Lessor. In no event will
the insurance limits be less than the amount of the then applicable Concluding Payment with respect to such Equipment, as shown on the
applicable Schedule. Each Insurance policy will name Lessee as an insured and Lessor as an additional insured, and will contain a clause
requiring the insurer to give Lessor at least 30 days prior written notice of any alteration in the terms of such policy or the cancellation thereof.
The proceeds of any such policies or self-insurance will be payable to Lessee and Lessor as their interests may appear. Upon acceptance of
the Equipment, on or before each insurance renewal date, and otherwise at Lessor's request, Lessee will deliver to Lessor a certificate
evidencing such insurance. In the event that Lessee has been permitted to self -Insure, Lessee will furnish Lessor with a letter or certificate to
such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written
notice thereof and make available to Lessor all Information and documentation relating thereto and shall permit Lessor to participate and
cooperate with Lessee in making any claim for insurance in respect thereof. Should Lessee fail to obtain such Insurance or to provide
evidence thereof to Lessor, Lessor may, but shall not be obligated to, obtain such insurance on Lessee's behalf and charge Lessee for all
costs and expenses associated therewith. Without limiting the generality of the foregoing, Lessee specifically acknowledges and agrees that
If Lessor obtains such insurance on Lessee's behalf, Lessee will be required to pay a monthly Insurance charge. The insurance charge will
include reimbursement for premiums advanced to the Insurer, finance charges (which will typically be at a rate higher than the rate used to
determine the Lease Payment amount payable by Lessee), billing and tracking fees, administrative expenses and other related fees.
16. INDEMNIFICATION. Since Lessor's sole responsibility in connection with this transaction is to provide an amount equal to
the principal portion of the Lease Payments to pay costs of the acquisition and lease of the Equipment, the parties Intend that Lessor Incur no
liability, cost or expense with respect to Lessee's possession, use, condition, storage, operation or return of the Equipment, or the loss of
federal tax exemption of the interest on any Lease. Accordingly, Lessee agrees, to the extent permitted by law, to indemnify Lessor against,
and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, penalties, interest, damages or liabilities, including
attorney's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery,
November 2011 - Previous editions may NOT be used.
installation, ownership, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. The
Indemnification provided under this Section shall survive the full payment of all obligations under all Schedules or the termination of the Lease
Term for a Schedule for any reason.
17. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (a) assign, transfer, pledge, hypothecate,
grant any security Interest in or otherwise dispose of any Schedule, or the Equipment or any Interest in this Master Agreement, any Schedule
or the Equipment or (b) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may,
without the Lessee's consent, assign all or any portion or portions of its rights, title and Interest In and to this Master Agreement, any Schedule,
the Equipment or any documents executed with respect to this Master Agreement or any Schedule, and/or grant or assign a security Interest in
this Master Agreement, any Schedule and the Equipment, in whole or in part, and Lessee's rights will be subordinated thereto. Lessee
consents and specifically authorizes Lessor to forward any documentation and information that Lessor now has or may hereafter acquire in
connection with any transaction between Lessor and Lessee, to any potential investor, rating agency and any other party involved in the sale,
transfer, assignment, securitization or participation transaction involving this Master Agreement, any Schedule or the Equipment or any interest
in this Master Agreement, any Schedule or the Equipment. Lessor's assignees shall have all of the rights of Lessor under any Lease with
respect to the rights and interest assigned. Any such assignment to an assignee may provide that Lessor or the assignee shall act as a
collection and paying agent for any assignee, or may provide that a third -party trustee or agent shall act as collection and paying agent for any
assignee. Subject to the foregoing, the rights and obligations under any Lease inure to the benefit of and are binding upon the successors and
assigns of the parties hereto. Lessee covenants and agrees not to assert against the assignee any claims or defenses by way of abatement,
setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. Upon any assignment by Lessor, unless Lessor provides
Lessee written notice to the contrary, all Lease Payments shall continue to be directed to Ford Motor Credit Company LLC ("Ford Credit"), who
agrees to accept such payments for the benefit of the assignee. Lessee hereby appoints Ford Credit, or its designee, to act as its registration
agent, and Ford Credit shall maintain, or cause to be maintained, a book -entry record identifying the name, address and taxpayer identification
number of the owner of payments due under each Schedule, and to keep or cause to be kept a complete and accurate record of all
assignments, In form necessary to comply with Section 149(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Lessee
agrees to acknowledge in writing, any assignment(s) if so requested, and to make payments directly to the new owner (assignee) if and when
so directed.
18. EVENT OF DEFAULT; WAIVERS. Any of the following events shall constitute an "Event of Default" under any Lease: (a)
Lessee falls to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of that Lease, and any such
failure continues for 10 days after the due date thereof; (b) Lessee fails to perform or observe any other covenant, condition, or agreement to
be performed or observed by It under that Lease, other than as referred to in clause (a) above; (c) the discovery by Lessor that any statement,
representation, or warranty made by Lessee in that Lease or In any writing ever delivered by Lessee pursuant thereto or In connection
herewith was false, misleading, or erroneous In any material respect; (d) any provision of that Lease shall at any time for any reason cease to
be valid and binding on Lessee, or shall be dedared to be null and void, or the validity or enforceability thereof shall be contested by Lessee or
any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee
shall deny that it has any further liability or obligation under that Lease; (e) Lessee becomes Insolvent, or is unable to pay its debts as they
become due, or makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or
liquidator of Lessee or of any of its assets, or a petition for relief is flied by Lessee under any bankruptcy, insolvency, reorganization or similar
laws, or a petition in, or a proceeding under, any bankruptcy, insolvency, reorganization or similar laws is filed or instituted against Lessee; (f)
Lessee fails to make any payment when due or fails to perform or observe any covenant, condition, or agreement to be performed by it under
any other agreement or obligation with Lessor or an affiliate of Lessor and any applicable grace period or notice with respect thereto shall have
elapsed or been given; or (g) an attachment, levy or execution is threatened or levied upon or against the Equipment under that Lease. The
waiver by Lessor of any breach by Lessee of any term, covenant or condition of a Lease shall not operate as a waiver of any
subsequent breach thereof or of any other Lease.
19. REMEDIES. Upon the occurrence of an Event of Default under any Lease, and as long as such Event of Default under any
Lease is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (a) by written notice to Lessee, declare an
amount equal to all amounts then due under that Lease or all Leases, and all remaining Lease Payments due under that Lease or all Leases
during the fiscal year of Lessee in which the default occurs to be Immediately due and payable, whereupon the same shall become
immediately due and payable; (b) Lessor may enter the premises where the Equipment is located and retake possession of the Equipment or
require Lessee, at Lessee's expense, to promptly return any or all of the Equipment to the possession of Lessor at a place specified by Lessor,
and sell or lease the Equipment or, for the account of Lessee, sublease the Equipment, holding Lessee liable for the difference between (t) the
Lease Payments and other amounts payable by Lessee hereunder plus the then applicable Concluding Payment, and (ii) the net proceeds of
any such sale, lease or sublease (after deducting all expenses of Lessor in exercising its remedies under the Lease, Including without limitation,
all expenses of taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers' and attorneys'
fees); provided that the amount of Lessee's liability under this paragraph shall not exceed the Lease Payments and other amounts otherwise due
hereunder, plus the remaining Lease Payments and other amounts payable by Lessee hereunder to the end of the then current fiscal year of
Lessee; (c) terminate unfunded commitments under any escrow agreement; and (d) exercise any other right, remedy or privilege which may be
available to it under applicable laws of the state where the Equipment Is then located or any other applicable law or proceed by appropriate
court action to enforce the terms of such Lease(s) or to recover damages for the breach of such Lease(s) or to rescind that Lease as to any or
all of the Equipment under such Lease(s). In addition, Lessee will remain liable for all covenants and indemnities under the terms of this
Master Agreement and any Schedule and, to the extent permitted by law, for all legal fees and other costs and expenses, including court costs,
Incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. Lessor may
be a purchaser at any sale of the Equipment pursuant to this Section 19. The proceeds of any sale, lease or sublease of the Equipment
pursuant to this Section shall be applied as described in clause (b) above, with the balance, if any, being paid to Lessee.
. 20. PURCHASE OPTION. On the last day of the Lease Term, as well as at any time upon at least 30 days prior written notice
from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, Lessee will have the right to purchase all (but not
less than all) of Lessor's interest in the Equipment under any Schedule, at a purchase price equal to the sum of (a) the Concluding Payment
for the immediately preceding Lease Payment Date, as set forth in the applicable Schedule, (b) the accrued interest portion of the next Lease
Payment through the date the purchase price Is paid, and (c) any other amounts then due under the Lease with respect to such Equipment
(including the Lease Payment otherwise due, it the purchase date occurs on a Lease Payment Date). Upon satisfaction by Lessee of such
November 2011 - Previous editions may NOT be used.
purchase conditions, Lessor will transfer any and all of Its right, title and interest in the Equipment to Lessee as is, without warranty, express or
implied.
21. TAX COVENANTS; INDEMNITY. (a) Tax Assumptions and Covenants. The parties assume that, and Lessor is entering
Into this Master Agreement and each Schedule with the expectation that, Lessor can exclude from Federal gross Income the Interest portion of
each Lease Payment set forth in each Schedule under the column captioned "Interest Portion." Lessee covenants that (a) Lessee will execute
and filo, or cause to be filed, with the Internal Revenue Service, the appropriate Form 8038-G or 8038 -GC for each Schedule; (b) Lessee shall
be the only entity or person (other than its employees within the scope of their employment) to own, use, manage or operate the Equipment
during the Lease Term; (c) Lessee will not take any action which results, directly or indirectly, in any Lease being a "private activity bond" within
the meaning of Section 141(a) of the Code; (d) Lessee will not take any action which results, directly or indirectly, In the Interest portion of any
Lease Payment not being excludable from Federal gross Income pursuant to section 103 of the Code and will take any reasonable action
necessary to prevent such result; and (e) not take any action which results in any Lease becoming, and will take any reasonable action to
prevent any Lease from becoming an arbitrage obligation within the meaning of section 148 of the Code or federally guaranteed within the
meaning of section 149 of the Code. In the event that a question arises as to Lessee's qualification as a political subdivision, Lessee agrees to
cooperate with Lessor to make application to the Internal Revenue Service for a letter ruling with respect to the issue.
(b) Tax Indemnity. In the event that Lessor either (a) receives notice from the Internal Revenue Service, or (b) reasonably
determines, based on an opinion of Independent tax counsel selected by Lessor and not reasonably objected to by Lessee within 10 days after
notice from Lessor of the selection, that the interest portion of any of the Lease Payments set forth in a Schedule is includable in Lessor's
gross income for Federal income tax purposes, then Lessee will pay Lessor within 30 days after receiving notice from Lessor of such
determination, the amount which, with respect to such Lease Payments previously paid, will restore the after-tax yield (after taking into account
all taxes, Interest and penalties) on the transactions evidenced by that Schedule to that which would have been had such Interest portion not
been includable in Lessor's gross income for Federal Income tax purposes, and pay as an additional Lease Payment on succeeding Lease
Payment due dates such amount as will maintain such after-tax yield. Notwithstanding the earlier termination or expiration of the Lease Term
of the Equipment, the obligations provided for In this Section 21 shall survive such earlier termination or expiration.
22. MISCELLANEOUS. (a) Notices All notices to be given under this Master Agreement or any Schedule shall be made in
writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party
may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing.
(b) Section Headinas. All section headings contained herein are for the convenience of reference only and are not intended to
define or limit the scope of any provision of this Master Agreement or any Lease.
(c) Governina Law. This Master Agreement and any Schedule incorporating the terms of this Master Agreement, shall be
construed In accordance with, and governed by, the laws of the state in which Lessee is located.
(d) Delivery of Relatod Documents. Lessee will execute or provide, as requested by Lessor, such other documents and
information as are reasonably necessary with respect to the transaction contemplated by a Lease.
(e) Entire Agreement: Severability. This Master Agreement, any Schedule incorporating the terms of this Master Agreement,
and the other documents or instruments executed by Lessee and Lessor in connection herewith, Including, without limitation, the Delivery and
Acceptance Certificates referred to in Section 3, constitutes the entire agreement between the parties with respect to the lease of the
Equipment, and neither this Master Agreement nor any Schedule shall be modified, amended, altered, or changed except with the written
consent of Lessee and Lessor. Any provision of this Master Agreement or any Schedule found to be prohibited by law shall be ineffective to
the extent of such prohibition without invalidating the remainder of this Master Agreement or the applicable Schedule. Notwithstanding the
foregoing, Lessee authorizes Lessor to insert or correct missing information in this Master Agreement and on each Schedule and related
documents, including Lessee's legal name, Equipment identifying information (e.g. VIN), Equipment location, and any other information
describing the Equipment.
(f) Interest Rate Limitations. It is the intention of the parties hereto to comply with any applicable usury and other interest rate
limitation laws; accordingly, notwithstanding any provisions to the contrary in this Master Agreement or any Schedule, In no event shall this
Master Agreement or any Schedule require the payment or permit the collection of interest or any amount in the nature of interest or fees in
excess of the maximum permitted by applicable law.
(g) Financial Statements.. Lessee shall annually provide Lessor with current financial statements, budgets, proof of appropriation for the
ensuing budget year and other financial information relating to the ability of Lessee to continue this Master Agreement and each Schedule
incorporating the terms of this Master Agreement, as may be requested by Lessor.
November 2011 - Previous editions may NOT be used.
(h) Counterparts: Chattel Paper: Electronic Transaction. This Master Agreement or any Schedule may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument and
either of the parties hereto may execute this Master Agreement or any Schedule by signing any counterpart, except that, to the extent that any
Schedule constitutes chattel paper, no security interest therein may be perfected through possession except by possession of Counterpart No.
1 of a Schedule, with respect to that Schedule. The parties agree that any Lease and related documents may be stored by electronic means.
IN WITNESS WHEREOF, the parties have executed this Master Agreement as of 11/1712017.
Lessee: City of Oshkosh Lessor: Ford Motor Credit Company LLC
00
By: �� By:
Mark Roh off
Title: City Manager Title:
November 2011 - Prevlova editions may NOT be a.ed.
Frank Mastrella
Operations Manager, Municipal Finance
SCHEDULE 9413000 - MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
AMENDMENT
That certain Master Equipment Lease -Purchase Agreement, by and between Ford Motor Credit Company
("Lessor") and City of Oshkosh ("Lessee"), dated as of 11/17/2017 (the "Lease") is hereby amended as follows:
Bank Qualified Tax -Exempt Oblgalion
❑ (Check box for Bank Qualified designation)
Lessee hereby designates this Schedule as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the
Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds other than qualified
501(c)(3) bonds and Including all tax-exempt obligations of subordinate entities of the Lessee) during the calendar year in
which the commencement date of this Schedule falls, In an amount not exceeding $10,000,000.00.
Non -Bank Qualified Tax -Exempt Obligation
(Check box for Non -Bank Qualified designation)
Lessee reasonably anticipates Issuing more than $10,000,000.00 in tax-exempt obligations in the calendar year of the
Commencement Date as defined in the Property Schedule.
Except as amended hereby, the Lease shall otherwise remain unchanged and In full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the 17th day of November, 2017.
Lessee:
City of Oshkosh
Lessor:
By:
'14,�
AWA hloff
By:
Title: City Manager Title:
Ford Motor Credit Company LLC
Frank Mastrelia
Operations Manager, Municipal Finance
SCHEDULE NO. 941300D - MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
Master Agreement No. 9413000 dated as of 11/17/2017
This Equipment Schedule dated as of 11/17/2017, is being executed by Ford Motor Credit Company LLC ("Lessor'), and City of Oshkosh
("Lessee'). The terms and provisions of the Master Agreement between Lessor and Lessee referenced above (other than to the extent that
they relate solely to other Schedules or Equipment under other Schedules) are hereby incorporated by reference and made a part hereof.
All terms used herein have the meanings ascribed to them in the Master Agreement.
Lessor hereby leases to Lessee pursuant to this Schedule, and Lessee hereby accepts and leases from Lessor, subject to and upon the
terms and conditions set forth herein (including any attachments hereto), the following items of Equipment:
Representations, Warranties and Covenants. Lessee hereby represents warrants and covenants as follows:
a) The representations, warranties and covenants of Lessee set forth in the Master Agreement are true and correct on the
Commencement Date for this Schedule as though made on that Date.
b) The execution, delivery and performance by Lesseo of this Schedule has been duly authorized by proper action and approval of its
governing body at a meeting duly called, regularly convened and attended throughout by a requisite majority of the members thereof
or by other appropriate official approval.
EXECUTED as of the date first herein set forth.
Lessee: City of Oshkosh Lessor: Ford Motor Credit Company LLC
By:f
� By:
Mark Frank Mastrella
Title: City Manager Title: Operations Manager, Municipal Finance
Counterpart No. 1 of 1 manually executed and serially numbered counterparts. To the extent this Schedule constitutes chattel paper;
no security interest herein may be perfected through the possession of any counterpart other than Counterpart No. 1.
i FORD CREDIT
Payment Options:
Payment by check:
Make check payable to "Ford Motor Credit Company LLC" and attach to the original signed documents or remit to:
Ford Motor Credit Company LLC
Attn: Municipal Finance
1 American Road, MD 7500
Dearborn, MI 48126
Payment by ACH Credit or Wire Transfer:
Send to Comerica Bank, 39200 West Six Mile Road Livonia, MI 48152-07539
ABA Routing No.: 072 000 096
For Credit to: Ford Motor Credit Company, Municipal Finance Clearing Account
Account No.: 107 613 438 4
Reference your lease number 9413000 and City of Oshkosh in the OBI section
Customer Service: (800) 241-4199, extension 15
Email. fcmuni@ford.cortl
Invoice
Invoice Date: November 15, 2017
City of Oshkosh
Lessee:
Inspections -Weights -Measures
215 Church Ave
Oshkosh, WI 54901
Lease Schedule
No.
Payment Due Date
Description
Payment Amount
9413000
11/17/2017
{1) 2018 Dodge Ram 1500 Quad Cab 4wd,
$7,658.04
1C6RR7FT8JS130659
Underwriting Fee
$000.00
Total Amount Due:
$7,658.04
Payment Options:
Payment by check:
Make check payable to "Ford Motor Credit Company LLC" and attach to the original signed documents or remit to:
Ford Motor Credit Company LLC
Attn: Municipal Finance
1 American Road, MD 7500
Dearborn, MI 48126
Payment by ACH Credit or Wire Transfer:
Send to Comerica Bank, 39200 West Six Mile Road Livonia, MI 48152-07539
ABA Routing No.: 072 000 096
For Credit to: Ford Motor Credit Company, Municipal Finance Clearing Account
Account No.: 107 613 438 4
Reference your lease number 9413000 and City of Oshkosh in the OBI section
Customer Service: (800) 241-4199, extension 15
Email. fcmuni@ford.cortl
ATTACHMENT
TO
SCHEDULE NO. 9413000 - MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
LEASE PAYMENT SCHEDULE
Master Lease No.: 9413000
Interest Rate: 5.95%, Underwritioa_Fee; $545.00
Commencement Date of Schedule: 11/17/2017
Lease Payment Number Lease Payment Date
Lease Payment
Interest Portion
PrinciQal Portion
1 11 / 17 /2017
7,658.04
0.00
7,658.04
2 11 / 17 / 2018
7,658.04
1,219.09
6,438.95
3 11 / 17 /2019
7,656.04
835.98
6,822.06
4 11 / 17 /2020
7,658.04
430.09
7,227.95
TOTALS
30,632.16
2,485.16
28,147.00
Concludina Pavment
28,147.00
20,488.96
14,050.01
7,227.95
1.00
The following is information you will need to complete the attached IRS form 8038 -GC. Instructions can be
found at www.irs.gov/pub/irs-odf/f8038gc.pdf. Please see your tax professional if you have any questions
regarding the completion of this form.
Vendor's Name: Ford Motor Credit Company LLC
Vendor's employer Identification Number: 38-1612444
Issue Price: $20,488.96
Issue Date: 11/17/2017
Please complete the form, sign and return a copy to Ford Credit with your other loan documents.
Once completed, you must file the original with the IRS at the address listed in the Instructions.
Form 8038-6C Information Return for Small Tax -Exempt
Governmental Bond Issues, leases, and Installment Sales OMB No. 1545-0720
(Rev. January 2012) ► Under Internal Revenue Code section 149(e)
Depadewnl of the Treasury
fnlemal Revernu Wer -1109
!(the issue ice of the issue Is $100, 000 or more, use Form 8038-G.
Ronnrtinrr Awhnrity Check box if Amended Return ► n
1 name
2 Issuer's employer Identification number
�¢suer's
15g, ; 55 1r3
3 Num der and street (or P.O. box if mail Is not delivered to street address)
Room/suite
I ch, Irc v�nu
r.'
I J- ��
4 City, town, or post office, state. and ZIP code
5 Report number (For IRS Use Only)
h1 Ir 54 q -,)- 1130
y.s r4k g,
6 Name and title of officer or legal representative whom the I S may call for more Information
7 Telephone number of officer or legal representative
r
�mation
o
_ � �er
• Descriptio of Obligations Check one: a single Issue KI or a consomatea return U
the person(s) that I have authorized above.
8a Issue price of obligation(s) (see instructions)..................................................................................................
Ba DO OM
b Issue date (single issue) or calendar date (consoli ated). Enter date in mmlddlyyyy format
I I
(for example, 0110112009) (see instructions) ►
r.'
I J- ��
9 Amount of the reported obligation(s) on line Sa that is:tw4:aF'��'4
aFor leases for vehicles..................................................................................................................................
9a
bFor leases for office equipment.....................................................................................................................
9b
cFor leases for real property............................................................................................................................
9c
d For leases for other (see instructions)............................................................................................................
9d
eFor bank loans for vehicles............................................................................................................................
9e
f For bank loans for office equipment...............................................................................................................
91f
g For bank loans for real property.....................................................................................................................
9
h For bank loans for other (see instructions).....................................................................................................9h
Firm's EIN ►
i Used to refund prior issue(s)..........................................................................................................................
91
J Representing a loan from the proceeds of another tax-exempt obligation (for example, bond bank) .............
9'
kOther..............................................................................................................................................................
9k
10 If the issuer has designated any issue under section 265(b)(3)(8)(1)(III) (small issuer exception), check this box .............. ►
11 If the Issuer has elected�4 �a a pen I 1 Ileu of arbitrage rebate c'h ckthis box see instructions) ..............................
bank's f�� R �vQ
Is- El
12 Vendor's or name:
13 Vendor's or bank's employer identification number: 39 t(Q I
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief,
they are true correct, and complete. I further declare that I consent to the IRS's disclosure of the Issuers return Information,
as necessary to process this return, to
Signature
the person(s) that I have authorized above.
andTrtr�Cii
Consent
� nwo A r"'o-w `i
r.'
I J- ��
Ltr-5 C) ,n ,
Inn"f: bi n -d
,
Si nature o ssuer saulWorized representative
Date
Type or print name and fide
Paid
Print/Type preparer's name
Preparers signature
Date
Check If
sell -employed ❑
PTIN
Preparer
Firm's name 1
Firm's EIN ►
Use Only
Firm's address ►
Phone no.
INSURANCE FACT SHEET
Lessee Name: City of Oshkosh Lessee Schedule No.: 9413000
Address: Inspections -Weights -Measures, 215 Church Ave, Oshkosh, Wl 54901
Telephone No.: (920) 236-5019
Equipment: (1) 2018 Dodge Ram 1500 Quad Cab 4wd, 1C6RR7FTBJS130659
The Master Lease Agreement requires the Lessee to maintain, at all times, the following insurance coverage for
the financed equipment as described in the Equipment Lease Purchase Agreement and above.
• Automobile Liability that includes Bodily Injury and Property Damage with a minimum of $1,000,000.00 per
occurrence (this can be a combination of auto, umbrella or excess liability).
• Insurance against all risks of physical loss or damage to the equipment (including theft).
• Ford Motor Credit Company LLC, their successors and assigns named as Loss Payee and Additional Insured.
1. If you are not self -Insured, please complete the following insurance Information:
Insurance Company: r- L"i i--, N"�~
Ll U'2- Cr_._ .. pc.
Address: 5-- zzs City: Mr. t%%u ^ State: L`'=�- Zip Code: S 37 t
Telephone: S'" . `iY`r ' Agent Name: +" ` &_'Ic ` - T
Policy No.: _? b 2- f' (p Expiration Date: t -% l 'a,
Automobile Liability Including Bodily Injury and Property Damage: $ 5,
Auto Physical Damage (select one): ❑ Actual Cash Value
ry
Lnk Stated Cash Value of
2. If you are self-insured, please select one of the follow options:
❑ Self Retained Risk
❑ Joint/State Fund -PLEASE COMPLETE THE FOLLOWING
Name of fund/pool:
Automobile Liability including Bodily Injury and Property Damage: $_
Auto Physical Damage (select one): ❑ Actual Cash Value
❑ Stated Cash Value of $
Expiration Date: (if Applicable)
• Please also include your standard Self -Insured letter with the return of your document package to l=ord Motor Credit
Company (if a letter is available.)
Sign and date to acknowledge the provided insurance information to Ford is complete and accurate:
Signature:
Mark Rohloff, City Manager
I FORD eta Dril,
Ford Motor Credit Company LLC
1 American Road, MO 7500
Dearborn, MI 48126
DELIVERY AND ACCEPTANCE CERTIFICATE
Master Lease Date Master lease No. (Date of Schedule 8413000 LDelivery Number
11/17/2017 9413000 11/17/2017 1
In accordance with Section 3 of the Master Equipment Lease -Purchase Agreement (the "Master Agreement") executed by Lessee and
Lessor, the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows:
(1) All of the Equipment (as such term is defined In the Master Agreement) described below has been delivered, Installed
and accepted on the date hereof.
EQUIPMENT INFORMATION
Quantity I Description (Manufacturer, Model, Serial Number) _I Supplier Name
2018 Dodge Ram 1500 Ouad Cab 4wd,1 06RR7FT8JS130659 I Ewald's Hartford Ford
(2) Lessee has conducted such Inspection and/or testing of the Equipment listed In the Schedule as It deems
necessary and appropriate and hereby acknowledges that It accepts the Equipment for all purposes.
(3) Lessee Is currently maintaining the Insurance coverage required by Section 15 of the Master Agreement.
(4) No event or condition that constitutes, or with notice or lapse of tkne, or both, would constitute, an Event of Default
under any Lease (as those terms are defined In the Master Agreement) exists at the date hereof.
(5) We acknowledge that Lessor is neither the vendor (supplier) nor manufacturer or distributor of the Equipment and
has no control, knowledge or familiarity with the condition, capacity, functioning or other characteristlos of the Equipment. Nothing
In this acknowledgement affects any rights Lessee may have against a manufacturer or supplier of the Equipment.
(6) The serial number for each item of Equipment that Is set forth on the Equipment Description contained In the
Schedule Is correct.
LESSEE: City of Oshkosh
BY:
(Title) ��11
DATE ACCEPTED: Df
l I 0/17