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HomeMy WebLinkAboutPNC Bank - Lease-Purchse Agreement for Fire Engine Trucks i i � E05 i LEASE-PURCHASE AGR�EMENT 98998Gd8-9 3 (`°Turn-fn" Lease for Pierce Equipmen�) ' Dated as af June 28, 2022 ' i Lessee Name: The City of Pasca, Washinqton ; ; I Lessee Street Address: 525 N 3�d Avenu�, Pasco.WA 99301 � 1. EQUIPMENT LEASE. Subject to the�erms of this Lease, Lessee leases the Equipment from PNC Bank, ' National Association {°l.essor"). This Lease's term {"Lease Term"} begins on fhe date Lessor designates below ', (#he"Acceptance Date") and, unless terminated early as expressly provided herein, continues until Lessee fully ' pays and perForms all of iEs obligatior�s hereunder. , 2. C�RTAIN DEFINITIONS. Afl terms defined herein apply equal[y ta both the sing�lar and plural form of s�ch terms. (a) "Equipment" rneans the property described ir� the Schedu[�, together with all atEachments, additions, accessions, irr�provements, replacemer�ts and substitutions thereto. (b} "Lien" means ar�y security interest, lien, mnr�gage, encumbrance, attachrnent levy, other judicial process or claim of any nature whatsoever by or of any person. (c) "Lease' means this Lease-Purchase Agreement, together with the Schedule and the exhibits, scftedufes and addenda attached hereto and thereto and made a part hereof. (d)"Schedule"means the Schedule A-1 executed by Lessee and Lessor that is attached to this Lease. 3. RENT PAYMENTS. Lessee will pay to Lessor �he rent payments as set farth in the Schedule ("Rent Payrr�ents"). Parf of each Rent Payment represents the payment of interest as set forth in the Schedule. Lessee's obligafior�to pay Rent Payments, including interest th�rein,accrues as of th�Accrual Date siated in the Schedule. Rent Payments will be paid in U.S. dollars, without n�tice or demand, at Lessar's ofFice (or such other place as Lessor designates from tirr�e to time in writing). �XC�P7 AS SP�CIFICALL.Y PROVIDED IN SECTiON 5 THE OBLIGATiON TO PAY R�NT PAYMENTS IS ABSOL€7TE AND UNCONDITIONAL IN ALL. EV�NTS AND 1S NOT SUBJECT TQ ANY SETOFF DEFENSE COUI�TERCLAIM ABATEMENT OR RECOUPMENT FOR ANY REASON. If Lessor r�ceives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a iate charge 5°/a of such overdue amount, limited, howe�er,to the maxi�'num legal amount. 4. ACCEp7ANCE; FUNDING CONDITIONS. (a)As hetween Lessee and Lessor, Lessee aarees that{i1 Lessee has received and ins ected all � ui ment• ii all � ui m�nt is in ood warkin arder ar�d compties with a11 purcE�ase orders, contracts ar�d specifications: (iii) Lessee accepts all Equiptnent for purpases of this Lease "as-is, where-is"; and [i�} I�e�sse�waives_any_right_to re�oke its acceptance. (b) Lessor has no obligatinn tn pay the Purchase Price af the Equipment as stated in the Schedule (the "Purchase Price"} �nEess all reasonable conditions established by Lessor ("Funding Conditions") ha�e been satis#ied, inc[uding, without limitation, the fo[lowit�g: (i} Lessee has signed and delivered the Schedule; (ii) no E�ent of Default shall ha�e occurred and be continuing; (iii) nn material adversa change shall ha�e accurred in the Int�rnal Revenus Code of '1986, as amended, ar�d the related regulations and r�lings (collecti�ely, the "Code°), (iv) r�o materia!adverse change shall ha�e occurred in khe Lessee's financial condikion or any supplier of the�quiprnent, (v) all representatior�s of Lessee herein rernain true, accurate ar�d complete; and (vi) Lessor has received all of the following doeuments, which shall be reasonably satisfactory, in form and substance, ta Lessor: (A} evider�ce af req�ired insurance cov�rage; {B) an opinion of Lessee's co�nsel; (C) reasonably detailsd invoices for the Equipment, (D) lJniform Commercial Code (UCC) financing sfatements, (E) copies of resolutions by Lessee`s go�erning body du�y authorizing this Lease and incurribency certificates for the person(s) who have signed this Lease; (F} such documents and certificates relating to the tax-exempt inter�st payabfe hereunder (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (G) such other docurrtents and informatian previausly identified by Lessor or otherwise reasonably requested by Lessor. Lessee authorizes Pierce Manufacturing lnc. {"Manufacturer"}or its dealer to cor�plete th�manufacturer's skatement af origin (MSO) andlor the certificate of tit�e (COT) relating to the Equipment with Lessor's first sole Lien noted therean and to d�liver s�ch M50 or COT directly fo Lessar. 5. TERMINATION FOR NON-APPROPRIATION. (a} Lessee r�presents and warrants: that it has apprapriated and budgeted the funds ta make all Rent Payments far the rerttainder of the fiscal year in which the Lease T�rm commences and that it currently intends to rr�ake Rent Payments for the full Lease Term if funds are E � appropriated for the Rent Payments in each succeeding fiscal year. Without contractually corr�mitting itself to do � so, Lessee reasonabEy believes that r-nan�ys in an amount sufficient to make all Rent Payments can, and will lawfully be, appropriated therefor. Lessee directs the persan in charge of its budget requests ta include the Rent Payrnents payable during each Fiscal year in the budget request presented ta Lessee's go�erning body for sucf� fiscal year; provided,that Lessee's goverr�ing body retains authority to approve or reject any such budget request. ; AI! Rent Payrnents shall be payable out of the general funds of Lessee or ou�of other legally appropriated funds. � The Lease will nnt be a ger�eral obligation of l.essee and shall not constitute a pledge of either Lessee's full faith � and credit or of Lessee's taxing power. (b} !f Lessee's governing body fails to apprapriate sufficient f�nds in any ! fiscal year for Rent Payments or other payments due hereu�der ar�d if other funds ar�not lega[�y appropriated for such payments, a "Non-Appropriation E�er�t° wil] be deemed to have occurred. If a IVon Appropriation Event occurs, then: (I} �essee shall gi�e Lessar irr�mediate r�otice o#s€�ch Nan-Appropriation �vent; (ii) on the Return , Date, �essee shall return to Lessor all of the EquEpment, at Lessee's sole expense, in accordance with Section 19; and (c) the Lease shall terminate on the Return Date witho�t penalty to Lessea, provided, that Lessee shall ', pay a[I R�nt Payrr�ents and other amo�nts payable�nder the Lease far which f€�nds shall have been appropriated, provided further, that Lessee shalE pay month-to-month rent at the rate set forth in tf�e ScheduEe for each mor�th that Lessee fails to so retu�n the Ec�uipr�ent. "Return Date" means th� lasf day of the fiscal year for which appropriations were made For the Rent Payments due hereur�der. 6. NO WARRANTY BY LESSOR. Lessor hereby assigns ta Lessee any assignable manufacturers or supplier's warranties. Lessor authorizes Lessee to obtain the customary services furnished irt connec#ior� with such warranties at L�ss�e's sole expense. The Equipment is sold"AS IS". LESSEE ACKNOWLEDGES THAT E.ESSOR DID NOT MAI�UFAC�'tJRE THE EQUIPMENT, LESSOR DO�S NOT REPRESENT THE MANUFACTUR�R, OWN�R, OR 13EALER, AND LESSEE SELECTED THE EQUIPMEf�TT BAS�D UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES i�0 WARRANTiES, EXPRESS OR IMPLIED, INCLtlDII�G WARRAI��'IES OF MERCHANTABILITY OR FITNESS�OR A PARTICULAR PURPOSE(}R OTHERWISE OR AS TO THE EQUIPM�NT'S VA�.U�, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY. L�SS�� AGREES THAT REGARDLESS OF CAUSE, LESSUR IS NOT RESPONSIBLE FOR,AND LESSEE WILL NOT MAK� ANY CLAIM AGAINST LES50R FOR, ANY �AMAGES, WHETHER CONS�QU�N7IAL, DIRECT, SPECIAL OR II�DIRECT INCURRED BY L�SS��IN C4NNECTiON WITH THE EQUIPMENT OR THIS LEASE- PURCHASE AGREEMENT. NEITHER THE MANUFACTUR�R, THE CI�ALER, NOR ANY SALESPERSON, EMPLOY�� �R AGENT OF THE DEALER OR MANl1FACTURER, IS LESSOR'S AG�NT OR HAS ANY AUTHORITY TO SPEAK FOR L�SS4R OR 70 BII�D LESSOR IN ANY WAY. Lessee agrees that (a} all �qt�iprrtent wii[have been purchased in accordance with Lessee's specifications fror�rnanufacturers and suppliers sel�cted by Lessee,{b)Lessor is not a manufacturer or dealer af any Equipment ar�d has no liability for the delivery or installation of any Equipment, (c)Lessar assumes no obligation with respect to any rrtanufacturer's or s�pplier's product warranties or guarantiss, (d) r�o manufacturer nr supplier or any r�presentative of either is an agent of Lessor, {e) any warranty, representation, or agreement made by any manufacturer or s�applier or any representati�e thereof shall not be bindir�g upon Lessor, and {� Lessar is paying #he Purchase Price solely in connection with this Lease. 7. TIT�E; SECURITY INTEREST. (a)Title to the Equiprnent is�ested in Lessee, subject to Lessor's sec�rity interest therain and ali of Lessor's other rights here�nder including,without limi#atian, Sections 5, 18, and 19. (b} As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in the Equipment(now existing or hereafter acquired}and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without lirnitation, UCC fir�ancing statements. {c} "Secured Obligatiar�s" means Lessee's obfigatians tn pay all Rent Payments and all other amounts due and payabl� hereunder and to perform and o6serve all co�ena€�ts, agreements anc� conditions (direct or indirect, absolute or contingent, due ar to become due, or existing or hereafter arisir�g}of Lessee hereunder. (b) As co[latera[ security far the Secured Obfigations, Lessee hereby grants to Lessor a first priority security interest in the Equipment (now existing or herea�ter acquired} and any and all proceeds thereof. L�ssee agrees to execute ar�d deliver to Lessor al{r�ecessary docur�ents ta evidence and perfect such security interest, including, withaut lir�'�itatior�, UCC financing statements. (c) "Secured Obligations" rrieans l,essee's abligations to pay all Rent Payr-r�ents and all other amounts due and payable hereur�der and to perform and observe al! cavenants, agreements and conditions (direct or indirect, absolute or contingent, due or ta become due, or existing or hereafter arising}of Lessee hereunder. 8. MAINT�NA[VCE; OPERATION. At fts sole expense, Lessee wili: (a) repair and maintain the �qu'tpmenf in � good conditian and working order in accordanc� with manufacturer's instructions; (b) supply and instalf all i replacement parts or other de�ices when required to so rr�aintain the Equipment or wh�n req�ired by applicable I, law or regulation, which parts or de�ices sha{I automatically beeome part of the�quipmer�t; (c} use all Equipment in a carefuf manner in the r�ormal course of its operations and anly for th� purposes far which it was designed in ' accordance wifh the manu�acturer's warranfy requirements; and (d} compfy with all laws and regulations relating ' to the Equiprr�ent. Lessar will not provide any maintenance or other service for any Equipment. Lessee will not ' make any alterations,additions or improvernents("Im�rovements"}to any Equipment withot�t Lessor's prior written consent unless the Improvements rnay be readily removed without damage to the aperafion, value or�tility of the Ec�uipment, b�at any such Improvements r�ot remo�ed prior ta this Lease`s terr�ination shall automatically become parE of the �quipment. 9. LOCATION; I{�SPECTIOIV. The Equipment wilf not be removed from, or if the Equipment is rolling stock, ifs permanent base will not be char�ged from, the location specified in th� Schedule (t�e "Location") without Lessor's prior written consent which will not be unreasonably withheld. The Equipment is, and will remain, personal property and wiii r�ot be deem�d to be affixed or attached to real estate or any building. Upon reasonable notice, l.essor may enter the Locatior� or elsewhere during normal business hours to inspect the Equipment. 10. l.IENS;SIIBLEASES;TAXES. (a}Lessee wi{I keep al[Eqt�ipment free and clear of all Liens except those Liens created hereunder. Lessee shall not sublet or lend any Eqt�ipment or permit it to be used by anyone other than Lessee or �.essee's employees. (b) Lessee will pay wher� due all Taxes which may now or hereafter be � imposed upon any Equipmenf or its ownership, leasing, rer�tal,sale, purchase,possessior�or use, upon the Lease or upon any Rent Payments or any other payments d�e under the Lease. If Lessee fails to pay such Taxes when c�ue, Lessor has the right, but not the obligation, to pay such Taxes. If Lessor pays a€�y such Taxes, Lessee will, upon demar�d, immediately reimburse L.essor therefar. "Taxes" means present and future taxes, levies, dufies, assessrrients or other gavernmenta[ charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessar, incl€�ding, withaut limitation (i) sales, use, excise, licensir�g, registration, titling, gross receipts, stamp and personal property taxes, and (ii) interest, penalties or fines an any of the foregaing. 11. RISK OF LOSS. (a} �.essee bears th� entire risk of loss, theft, damage or destruction of the Equipment in whole or in part from any reason whatsoever("Casualfy Loss"). No Casuaity l.oss to any Equipmer�t shall relieve Lessea from the obligation fo rrzake any Rent Payments or to perform any other obligation hereunder. Proceeds af any insuranee reco�ery will be applied to Lessee's obligations under this 5ection 11. If a Casualty Loss occurs to any�quipment, Lessee shall immediately notify Lessor,and Lessee shall, unless otherwise directed by Lessor, immediately repair the same. (b) If Lessor deterrrzines that any item of Equipment has suffered a Casualty Lass beyond repair {"Lost Equipment"), Lessee shall either (i) irr�rnediately replace the Lost Equipment with simiiar eq�aipment in good repair, condition and working arder free and cfear of ar�y Liens (except l.essor's �iens}, in which event such replac�ment equipment shal{automaticaily be Equip►nent hereunder, and deliver to Lessor true and compfete copies of the inWoice ar bill of sale covering the replacement equipmen#; or(ii) on the earlier af 60 days after the Casualty Loss or the next scheduEed Rent Payment date, pay Lessor (A) all arr�ounts owed by Lessee hereunder, including the Rent Payments due on or accrued thraugh such date pl�s (B) ar� amount equal to the Termination Value as of the Rent Payment date (or if the Casualty Loss payment is dus between Rent Payment dates,then as of the Rent Payment date precedir�g the date tha�the Casuaity Loss paymenf is d�ae}set forth in the Schedule. If Lessee is tnaking such payrttent with respect to less than all of the Equipment, Lessor will provide �esses with the pro rata arnount of the Rent Payment and Termination Val�e to be paid by Lessee with respect to the Lost Equipment and a revised Schedule. (c)To the extent not prohibited by State law, LES5E2 shall bearthe risk of loss for,shall pay direetly,and shall defend against any and all claims, liabilities,proceedings, actior�s, expenses {inclt�ding reasonable attorney's fees), darnages or losses arising �nder or related to any Equipment, including, b�t not limited ta, the possession, ownersh9p, lease, use or operation thereof. Th�se obligations of Lessee shall survive any expiration or termination of this Lease, Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilifies, proceedings, actians, expenses(ncluding atforney's fees), damages or Eosses which arise directiy from e�ents occurring after any Equipment has been returned by Lessee to Lessor in accardartee with the terms hereof or which arise directly from Lessor's gross negligence or willful miscond�act. 12. INSUI'�ANC�. (a) Lessee at its sole exper�se shall at all times keep al] Equiptt�ent insured against all Casualty Losses in an amount not I�ss than the Equipment's Termination Val�e. Proceeds af insurance covering damage or loss of any Equipment shalf be payable to Lessor as lass payse. (b}The Total Sale Price as set forth on the Schedule does not include the payment ofi any premium for any IiabiGty insurance co�erag�for bodily injury ar�dlor property damage caused to others and na such insurartce will be purchased by Lessor. {c) Lessee at its � i i sole expense shall at all times carry public liability and third party praperty damage insurance in amounts ' reasor�ably satisfactory to Lessor protecting Lessee and Lessar from liabilities for injuries to persons and damage _ to praperty of others relating in any way to any Equipment. Proceeds of such public liability or property insurance shall ba payable first ta Lessor as additior�al insured to the extent of its iiability and ther� ta Lessee. All insurers will be reasonably satisfactory to Lessor. Lessee wi[(prorr�ptly deliver to Lessor safisfactory e�idence of required i insurance co�erage and all renewals and replacements thereof. Each insurance policy wil{require that the insurer � give Lessor at least 30 days prior written notice of any such cancellation of such policy and wii{ require thaf Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance rnaintair�ed I�y Lessee shall be prirriary without any right of cantribution fr�m insurance which may ' be maintained by Lessor. ', 13. PURCHASE OPTION. Upon 60 days prior written notice by I�essee to Lessor and if no �vent of Default then exists, Lessee may purchase the �quipment or� any Rer�t Payment due date by paying to Lessor all Rer�t payments then due (including accrued interest, if any) plus the Termination Value arr�ount set for#h on the Schedt�le for such date. Upon satisfacfion by Lessee of the foregoing purchase cor�ditions, Lessor shall release its Lien on the �quipment and Lessee shal! retain its title to such Eq�aipment "AS-fS, WHERE-!S", wi�hout representation or warranty by Lessar, express or implied, except for a representa#ion that the Equipment �s free and clear of any �iens created by Lessor. 14. REPRESENTA'�iONS AND WARRANTIES. Lessee represents and warrants that: (a) Lessee has fuEl pawer, authority and legal right to execute and deli�er the Lease and to perForm its obligations under the Lease, anc� all such actions have been duly authorized by appropriate findings and actions of Lessee's go�ernir�g body, (b) the Lease has been duly executed and delivered by Lessee and is a legal, �alid and binding obligation of Lessee, enfarceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery af the Lease complies with, alf applicable federal, state and local laws and regulations (including, but not limit�d to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and courE orders; (d) the execution, deli�ery and perFormance by Lessee of its obligations i�ereur�der wilE r�ot result in a breach or violation of, nor constitute a defa�lt under, any agre�tnent, lease or other instrurr�ent to which Lessee is a party or by which Lessee's properties may be bound or af�ected; (e)there is na pending, or to the best of l.essee's knowledge threatened, litigation of a€�y nature which may have a material adverse eff�ct on Lessee's ability to perform its obligations under the Lease; and {� Lessee is a sfate, or a political subdivisior� thereaf, as referred to in 5ection 103 of the Code, and Lesse�'s obligation hereunder constjtutes an enfarceab[e obfigation isst�ed on behalf of a state or a political subdi�ision thereof. 15 TAX COVENANTS. Lessee covenants that it: (a} shall comply witl� all of the requirements of Sections 149{a) and 1�49(e) of the Code, as they may be atnended from time to time, including, but not limited to, executing an�filing lnternal Re�enue Form 8038G or 8038GC, as the case may be, and any other information stat�ments reasonably requested by Lessot'; (b) shall not do (or cause to be done} any act which wiEl cause, or by omission of any act allow, the Lease to be an"arbitrage bond"within the meaning of Section 148(a) of the Code or the l.ease to be a°private activity bond"within the meaning of Section 141(a}of the Code; and (c) shall not do (or caus�to E�e dane) any act which will cause, or by omission of any act aElow, the interest portion o�any Rent Payments to be or become includable in gross ir�corne for federal income taxation purposes under the Code. (d} If Lessor either() receives notice, in any forrri, from the IRS; or(ii) reasonably determines, based on an opir�ion of independent tax counsel select�d by Lessor and approved by Less�e,which approval Lessee shall not unreasonably withhold,that�essor may not exclude the interest compor�ent of any Rent Payment under a Tax-Exempt Lease from federal gross incorne because Lesse�breached a covenant contained herein, then Lessee shall pay to Lessor,within thirty(30}days after Lessor notifies Lessee of such deterrr�ination,the amount which, with respect to Rent Payments previo►�sly paid and taking into account all penalties, fines, interest and additions to tax(including aH federal, state and local taxes impased on the interest component of all Ren#Payments under such Tax-Exe�'npt Lease due through the date af such event}that are impnsed on Lessor as a result of the lass of the excEusion, will restore to Lessor the same after-tax yield on the transaction evidenc�d by sueh Tax-Exempt Lease(ass�rning tax at the highest rr�arginal corporate tax rate)that it wauld have realized had fhe exclusion not been lost. Additionaliy, Lessee agrees tha�upon the occurrence of such an event with respect to a Tax-Exer-npt Lease, it shal{pay additianal rent to Lessor on each succeeding Rent Payment due date ir� su�h amoun#as will maintain st�ch aftar-tax yield to Lessor. Lessor's determination of the amount necessary to maintain its after-tax yield as provided i€�this subsection (b} shall be canclusive (absent manifest errar). Notwithstanding anytMing in a Tax-Exempt Lease to the cnntrary, any payment that Lessee is reqt�ired to make p�rsusnt to this subsection (b) shall be made only from Legally Available Funds. i I 16. ASSIGNMENT. (a) Lessee shal) not assign, transfer, pledge, hypothecafe, nor grant any Lien on, nor ' ntherwise dispose of, this Lease or any Equipment or any interest in this Lease or Equipment. (b) Lessor may ' assign its rights, title and interest in and to this Lease or any Equipment, andlor may grar�t or assign a security ', interest ir� this Lease and its Equipment, in whole or in part, to any pa€ty at any time. Any such assignee or lien holder {an "Assignee") shail ha�e a[I of the rights of Lessor under the applicable Lease. LESSEE WILL N�T ASSERT AGAINST AI�Y AS51GN�� ANY CLAIMS, ABATEMENTS, S�TOFFS, COUNTERCLAIMS, RECOUPM�NT OR AI�Y OTHER SlMILAR DEF�i�SE$ WFiICH LESSEE MAY HAV� AGAiNS7 LESSOR. Unless Lessee agre�s otherwise in writing, any s�ch assignment transaction shall not release Lessor from any of Lessar's obligations under this L�ase. An assignment or reassignment of any of I�essor's rights, tiEle or interest i€� the Lease or its Equipment will be enforceable against L�ssee only after Lessee receives a written notice of assignmer�t which disclases the narrie and address of each such Assignee. For purposes of 5ection 149 of the Code, Lessee hereby appoints Lessor(or Lessor's designee) as the book entry and regisfration agent to keep a complete record of any and all assignments of this Lease. Lessee agrees to acknowledge ir� writing any such assignments i�so requested. (c) 5ubject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 17. EVENTS OF DEFAU�.T. "�vent of Default" means the occurrence of any one or more of the following: (a) Lessee fai4s to rrtake any Rent Payment {or any other payment) as it becomes du� here�nder, and any such faiiure cont�nues for 1 Q days after the due date thereof; (b} Lesses fails to perform any of its obligations �nder Sectior�s 10{a), 12, or 16(a), (c) �.essee fails to perForm or observe any other condition or agreemet�t to be pet#ormed or observed by it hereur�der and such fai9ure[s rtot cured within 30 days after receipt of Lessor's wriften notice thereof; {d) any statement, representation or warranty made by �.essee herein or in ar�y writing deGvered by l,essee in connection therewith pro�es ak any time to ha�e been false or tnisleading in any material respect as of the titne when made; (e) Lessee ap�lies for, ar consents to,the appointment of a recei�er, trustee, conservator or liquidator of Lessee or of al[ or a substantia[ pa�t of its assets, or a petiEion for re{ief is filed by Lesse� under any federal or state bar�kruptcy, insolvency or similar law, or a petitior� in a proce�ding under any federal or state bankr�ptcy, insolvency or similar law is filed against Lessee and is not dismissed within 60 days thereafter; or(� Lessee shall be in default tander any other lease or under any other finar�cing agreement executed at any time with Lessor. '{8 REME�IES, (a} If any E�er�t of Default occurs, Lessor rr�ay, at its o�tion, do one or more of the following: (i) require Lessee to pay all amaunts then currently due hereunder and all rernaining Rent Payments to become due hereunder, together with interest on such amounts at the rate of 12% per annum (but not to exceed the highest ra�e permit#ed by applicable law)from the date of Lessor's derr�and for such payment; (ii) require L�ssee to promptiy return all Equipmer�t to Lessor in the rnanner set forth in Section '19, (iii} enter upon the premises where any Equiprr�ent is lacated and repossess such Equiprrienf without demar�d or notice,without any court order or other process of 6aw and wifhout liability for any damage occasianed by such repossession; (i�} sell, leas� or otherwise dispose of ar�y Equipment,in whole or in part,in one or mare public or pri�ate transactions,and if Lessor so disposes of any �quipn�ent, Lessor wiE! retain the entire proceeds of such disposition free of any claims af Lessee, pro�ided, that if the n�t proceeds of the disposit[on of all the Equipment exceeds the applicabl� Termination Value plus the amounts payable by Lessee under this 5ection's clauses{a)(i)and (a)(vii), then such excess amount shall be remitted by Lessor to Lessee; (v) terminate, cancel or rescind this Lease as to any and all Equipment; (vi)exercise any oth�r right, rernedy or privi[ege which may be a�ailable to Lessor under applicable !aw or, by appropriate co�rE actian at faw or in equity, L.essar may enforce any of Lessee's obligations under the Lease; andlor (vii) r�quire Le�ssee to pay all of Lessor's out-of-pocket costs and expenses incurred as a result (directly ar indirectly) of the E�ent af Default andlor of Lessor`s actEons und�r this 5ection, irtcl�ding, without limitation,any attorney fees and ex�enses and any costs r�lated to the repossessior�,safekeeping,storage,repair, reconditioning or disposition of any �quiprnent. (b) None of the abo�e remedies is exclusi�e, but each is cumulative and in addition to any other available remedy. Exercise of one or more remedies will nat preclude its exercise of any other remedy. No delay or failure in exercising any remedy hereunder shalf n�erate as a waiver thereof nor as an acquiescenc� in any default. No single or partial �xercise of any remedy preciudes any other exercise fhereof or the exerc�se of any other remedy. 19. EQUIPMENT R�TURN, If l.essor is entitled to of�tain possession of any Equipment under the provisions of this �ease or if Lesse� is obligated at any time to ret�rn any Equipment, then (a) titEe to the Equipment shall vest in l.essor immediately u�or� Lessor's notice thereof to Lessee, ar�d {b) Lessee shall, at its sole expense and risk,immedia�ely de-install,disassemble,pack,crate,insure and return the�qt�ipment to Lessor(all in accordance with appkicable industry standards) at any (ocation in the continental l�nited States selected by Lessor. The Equipmer�t shall be in the same condition as when Lessee received it (except reasonable wear, tear and depreciation resulting from normal and proper use}; shall be in good operating order and maintenance as required hereunder; shall be free and clear of any Liens (except Lessor`s Lien); and shall compiy with all applicable laws and regulations. Unti{the�quiprr�ent is returned as required above, this Lease shall remain in ful!force including, wi�hout iimitation, the obligations to pay Rent Payments and to insure the Equipment. Lessee wi{I execute and cfeliver to Lessor ali documents reasonably requested by Lessor ta evidence the transfer of the�qt�ipment's legal and beneficial title to Lessor and tn e�idence the termination of l.essee's interest in the Equipment. 20. LAW GOVERNING. �ach lease shall be governed by the laws of the state af the iessee(The "Sfate"). 21. FINANCIAf»IN�ORMA�ION; INDEMNITY; POWER OF ATTORN�Y. As soon as they are availabEe after their completion in each fiscal year of Lessee during the Lease Term, E.essee will deliver ta Lessor upon Lessor's request the publicly a�ailable annual fir�ancial inforrnafion of Lessee. �.essee shall indemnify, hold harmless and, if Lessor requests, def�nd Lessar and its shareholders, affi{iates, employees, dealers and agents against a!I C6air�s directly or indirectly arising out of or conr�ected with (a) the manufactt�r�, insfallation, use, lease, possession or delivery af the Equipment,{b)ar�y defects in the Equiprnent,any wrongful act or omission of Lessee, or its employees and agen#s,or(c)any claims of al�eged breach by Lessee of this Lease-Purchase Agreement or any related document. "Claims" means all fosses, liabilities, damages, pena{ties, expenses (including aftorney's fees and costs}, claims, actions and suits,whether in contract, tort or ofherwise. Lessee hereby appoints Lessor its true and lawful attorneyan-fact {with full power of substitution) to (i) prepare any instrum�nt, cerEificate of title or financing statement co�ering the Equipment or otherwise protecting Lessors interest in the Equipment,to sign Lessee's name with the same force and ef�ect as if signed by Lessee, and to file same at the praper location(s); and (ii} make claims for, recei�e payrnent of, artd execute and endorse all dnc[aments, checks or drafts for loss, theft, damage or destruction to the Equiprr�ent under any ins�rance. 22. MISCEL�ANEOUS. (a)All sectian headings in the Lease are for referer�c� oniy and do not define or limit the scope of any provision her�of. (b) This �.ease rnay be executed in severak cot�nterparts, each of which shall be deemed an original, but ail of which shall be deemed one instrument. Only ane counterpart af this Lease wifl be marked "Lessor's Origina!". All other caunterparts will be deemed duplicates. An assignment of, or security interest in, this Lease may be created through transfer and possession only of the caunterpart marked "Lessor's Original". (c) This L.ease constitutes the entire agreement between the par#ies wikh respect to the lease of the Equiprr�ent. This Lease shall r�ot be tnodified or arrtended except with the written consent of Lessee and �.essor. Any �rovision of this Leass found ta be prohibited by law shall be inefFective ta the exter�t af such prohibition withnut invalidating the remaindar of the Lease. (d}AI{notices to be given hereunder shal! be in writing and either personally delivered or mailed by r�gular or certified mail or sent by an o�ernight courier delivery comparty ta the other parfy at its address set forth herei€� ar af such addr�ss as the parfy rnay provide in writing frort�time to time. Any such notices shall be deemed to have been received 5 days after mailing if sent by regular ar certified mail, ar on the next 6usiness day if sent by overnight courier, or on the day of delivery if delivered personally. 23. ANTI-MON�Y I.AUND�RINGIINTERI�ATIONAL TRADE LAW C�MPLIANC�. Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each advance of proceeds pursuant to this Master Lease, the date of ar�y renewal, extension or modification of this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been terrt�tinated and all amaunts thereunder have been indefeasibly paid in full, that: {a) na Co�ered Entify (i) is a Sanctioned Person; (i9) has any of its assets in a Sancfior�ed Country or in the possession, custody or control of a Sanctianed Person; or{iii) does business in or with,or derives any of its operating income from[n�estments in or transactions with, any Sanctioned Cnuntry or 5anctioned Person in violation of any law, regulation, order or directive snforced by any Compiiance Authority; {b) the proceeds of any Lease will not be used to fund any operatiot�s in, finance any investmer�ts ar activities in, or, make any payments to, a Sanctioned Country or Sanctioned Persor� i� �iolation of any (aw, regulation, order or directi�e enforeed by any Compiiance Authority; (c) the funds used ko repay any Lease are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entify engages in any dealings or transactions prahibited by, any laws of the United States, includir�g but not limited to any Anti-Terrorism�.aws. �.essee covenants and agrees�hat it shall immediately notify l.essor in writing upnn the accurrence of a Repo�able Compliance Ev�nt, As used herein; "Anti-Terrorism Laws" mear�s any laws re[ating to terrorism, trade sanctions programs and embargoes, importlexporf licensing, money laundering, or bribery,ail as ame�ded, supplernenied or replaced from tirne to time; "Campliance Authorify" means each and all of the (a) U.S. Treasury DepartmentlOffice of Foreign Assets Control, (b) U.S. Treasury bepartmentlFinancial Crimes Enforcem�nt Netvuork, (c} U.S. State Depar�mentlDirectorate of Defense Trade Cor�trols, (d) U.S. Commerce DepartrnentlBureat� of Industry and , . � Securify, (e} U.S: Internal Revenue Service, (fj U.S. Justice Depa�tment, and {g) U.S. Securities and Exchange I Commission; "Covered Entify" means Lesse�, its affiliates ar�d s�bsic�iaries, all guarantnrs, pledgors of collateral, all awr�ers of the foregoing, and a11 brokers or other ager�ts of Lesse� acting in any capacity in connection with ', this Master Lease or any Leas�; "Reportable Complianca E�ent" mear�s that any Covered Entity becomes a , Sanctioned Person, or is indicted, arraigned, invesfigated or custodially detained, ar receives an inquiry from ', regulatory or law er�forcement officials, in cannection witi� any Anti-Terrarism �aw ar any predicate crime to ar�y , Anti-7errarism Law,or self discovers facts or circumstances implicating any asp�ct of its operations with the actual or possibl� violafion of any Anti-Terrorism Law; "5anctioned Country" rneans a country s�bject to a sar�ctions program rr�aintained by any CompEiance Authority, and"Sanctioned Person" means arty individual person, group, . regim�,entity ar thing listed ar otherwise recognized as a specially designated,prahibited, sanctianed or debarred person or entity, or subject to arty limitations or prohibitions(including but not limited to the blocking o#properfy or rejection of transactions), under any order or directive of any Compliance Authority or otherwise s�bject to, or specially designated under, any sanctior�s program maintain�d by any CampEiance Authority. 24. USA PATRfO�ACT NO710E. To help tf�e government fight the funding of terrorisrt� and mat�ey laundering activities, Federal law requires all financial institutions to obtain,verify and record infarrt�ation that identifies each lessee that opens an account. What this rneans; when �.essee opens an account, Lessor will ask for the business name, business address, taxpayer identifying number and other information that will allow Lessorto identify�essee, such as organizational documents, For same businesses and organizations, Lessor may also need to ask for identifying informafion and documentation relatir�g ta certain individuals associated with the business or nrganization. 26. NEAVY-DUTY VEWICL�GREENHOUSE GAS EMISSION R�DUCTiON REGULATION. (a) If ttte equipment Ieased pursuant to the �.ease is a tractor, the Lessee of this heavy-duty tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer bax-type trailer on a highway within California, the hea�y-duty tractor must be compliant with sections 95300-96312, fitl� 17, California_Code o# Requlations, and that it is the responsibility af the Lessea to er�sure this heavy-dufy tractor is compliant. The regulatinns may require this heavy-duty tractor to have Inw-rolling-resistance tires that are U.S. Environmental Protection Agency (U.S. EPA} SmartWay Verified�echnologies prior ta current or fufure use in Caiifornia or may entireiy prahibit use of this tractor in California if it is a model year 2011 ar later tractor and is not a U.S. EPA SmartWay Certified Tractor. {b) if the equipment leased pursua�t to the Lease is a trailer,the Lessee o�this box-type traiier undersfands that when using a hea�y-duty tractor to pull a 53-foot or Eonger box-type trailer on a highway within California, the box-type trai6er must be compliant witE� sections 95300-95312 title 17 California Code of Re ulations, and that it is the respnnsibility of the �.essee ta ensure this box-fype traifer is cor�pliant. 7he regulations may require this trailer to have low-rolling-resistance tires and aerodynamic techno[ogies that are tJ.S. En�ironrt'�ental Protection Agency SmartWay Verified Technologies prior to currer�t or future use irt California. (e) Notwithstanding a€�ything in the Lease to the contrary, the Lease does not prohibit the [.essee from modifyir�g the trailer, at Lessee`s cost, to be cnmpliant with the requirerr�ents of the Cakifarr�ia Heavy-Duty Vehicle Greenhouse Gas Emission Reduction Regulation. 26. IMPORTANT INF�RMATION ABOUT PF[O�fE CALLS. By providing telephone number(s) to Lessor, now or at any later time, Lesse�authorizes l.essor and its affiEiates and designees to contact Lessee regarding Lessee aecount(s) with Lessor or its affiliates, whether such accounts are Lessee indi�idual accounts or business accounts for which Lassee is a contact, at such n�mbers t�sing any means, including but not limited to piacing calls using an autornatec� dialing system to celi, VoIP or other wireless phane number, ar leaving prerecorded messages or sending text messages, even if charges may be incurred for the calls or text messages. �.essee conser�ts that any phone caEl with Lessor may be monitared or recarded by Lessor. OPTIONS AT �Nb OF LEASE TERM. At the er�d of the l.ease Term, Lessee shall have the options set forth in the End-Of-Lease Term Options Rider that is attached to and made a part of the L.ease if and only if said End- Of-Lease Term Options Rider f�as beer� executed by Lessee, Lessor and Manufacturer or Manufacturer's designee. i i The Cit o Pasco WasE�in4Ean PNC Bank.Netio�al Associativr� � ��LQ3S � '� �� ��L8S5Qf�� Digitally signed by Brian i /� Bradshaw ,/�j/��?�/i`—� Date:2022.07.14 � gy; _____ _ _ gy; 11:39:49-04'00' Title: �`� ��`'�''`� "� T�tle Officer , �_... �...._. .___... ' 525 tV 8rd Avenue 155 East 8raad Stree#,8A-6230-05-7 ' Pasco,WA 99301 Columbus,OH 45215 ', i, ��8 SCHEDU�,E A-1 TO LEASE-PURCHASE AGREEMENT This Schedule A-'f, (the"Schedule") is attached and made a part of fhe l.ease-Purchase Agreement No. 98998608-1, together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee and Lessor(tl�e"l.ease"). llnless otherwise defined hereir�,capitaliz�d terms wili have the same mean[ng ascribed to them in the Lease. To the extertt that there is any conflict between the terms of the Lease and this Schedule, the terms of this Schedule sha[I control. 1. EQUIPMEtVT D�SCRIPTION, As used in the Lease, "Equipment" means all of the property described in this Schedule and aif attachme€�ts, additions, accessions, parts, repairs, impravements, replacem�nts and substitutior�s thereto. 2. �SSEN'f[AL USE; CURREN� INTE{�T O� LESS��, Lessee represents that the use of th� Equiprrient is essential to Lessee's proper, efficient and economic functioning or to the services that �essee provides to its citizens and the Equipment will be used by Lessee only for the purpose of perForming its go�ernmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term:to use the Equipment;to continue thEs Lease;and (if applicable)to make Rent Payments if funds are appropriated in each fiscai year by its governing bady. 3. RES�RV��. 4. EQUIPMENT LOCATION & D�SCRIP7IQN. The City of Pasco, Washington 3502 Varney �ane Pasco, WA 99301 Franklin, Caur�ty 1 New Pierce Enforcer Pumper�W600 VIN#TBD 7he City of Pasco, Washingtan 7520 Sandifur Parkway Pasco, WA 993q1-8927 FranEclin, County 1 I�ew Pierce Enforcer Pumper DW600 ViN#TBD 7he City of Pasco, Washingtan 491fl West Court Street Pasco, WA 99301-2302 Franklin, County � New Pierce.Enforcer Pumper DW600 VIN#TBD � b. L�ASE PAYM�I�T SCHEpl1l,�. {a) Accrual Qate: June 28 2022 (b) Amour►t Financed: �' Eq�ipment Purchase Price $2,fi47,9'lB.OD ii. WA Sales Tax Paid $218,046_71 Prepay Discflur�ts $144,7p3.00 Trade kn $O.Op €ii, Total Amounf Finanaed(Cash Sale Price rnir�us $2 7��,�q?��.71 Purchase P�ice Deductions) (c) Payment achedule: Accrua117ate, June 28.2022 Rent�'syment Rent f'ayment Rent Payment interest Termination Number bate Amount Portion ����G�p��pQ�€Q� Vale�e 1 0612$12�23 98,186.23 96,166.23 0.00 No Call 2 06/28/2024 359,424.40 56,166.23 283,254.17 No call . 3 06/28/2025 359,42U.40 66,873.35 272,547.05 2,254,1[�8.12 4 06128I2028 359,420,40 77,252.4�4 282,167.9B 1,963,475.13 5 8612$l2027 359,42Q,40 67,291.91 292,128.49 1,662,582.78 6 06/28/2028 359,420.40 56,979.'7$ 302,44fl.62 1,351,058.94 7 U6128/2029 359,q20,40 46,303.62 313,916.78 'i,d28,55H.66 & 06I2812Q30 35$,420.40 35,250.Sa 32q,768.84 694,663.77 9 07f2812031 7p0,292.24 25,86�,40 fi74,430.84 1.00 7he Cit��f R sca Washi '�gtca�, pNC Bank. Natianaf Assnclation ��Less '�y �,�,�, ��L@SSOf�� Digitally signed by Brian �/ Bradshaw ��yti,,._���✓G�—� Date:2022.07.14 �y� �f S�� _.__m____..�._ _—?� - ��� ��� � Officer Titie:� „�„��,_�„ _ Title: , i`�. ._. ����I Insurance Author�ty �.�,. ��x 8���� ' ��'il}CWk18, W� )$1�$ Pt�o��e; 2QG•575-G0�G Fax: 20G-575-79�G wwtv.wciapool,org 5/2/2022 Ref#: 13894 PNC Equipment Finance Attn: Kim Simon 13Q King St W 7oronto, ON M5X1EA Re: City of Pasco �ease Agreement Evidence of Caverag� The City af Pasco is a member o#the Washington Cities Insurance Authority (WCIA), which is a self-insured pool af over 160 public entities in the State ofi Washingtan. WCfA has at I�ast$4 million per accurrence limit of liability coverage in its se[f-insuret� layer that may be applicabl� in the e�ent an incident occurs that is deem�d to be attributed to the negligence of the member. Liability coverage includes generaf liability, automobile iiability, stap- gap co�erage, errors or amissions liability, employee benefits liability and employment practices liability coverage. WCIA provides contractuaf liability cov�rage to the City of Pasco. The cor�#ractual liability coverage provides that WC[A shall pay on behalf of the City af Pasco all sums which the member shall be obligat�d to pay by reason of liability assumed u�der contract by the mernber. WCIA was created by an interlocal agreement among public entities and liabiiity is self funded by th� membership. As there is no insurance policy involved anc�WCiA is not an insurance company, your organiza�ion car�not be named as an additional insured. Sincerely, `--v-� �� �r Rob Roscoe Deputy Diractar cc: Angela Pashon Patrick Reid Bob Gear Eric�1'.Fcrgusan Principa3,\tanaging Attamcy efergusort�kerrl awgroup.nel Crxig A.8 riggs KI?RR�I.�'��N IGiZt�UP L y9sC,�kerrlawyroun.net Date: July i�, 2022 nanici B.Iicia Of Cou�iscl Lessee: The Gity of Fasca, Washington dheid{a�kerrlawqr��ttp.nel Lessor: PNC Bank, Natianal Association Re: Lease-Purchase Agreement No. 98998608-1 dated June 28, 2D22, by and between ti�e above-named Lessee and the above-named Lessor Gentlemen: I have aGted as counsel to Lessee with respect to the Lease-Purchase Agreement, Schedule A-i io Lease- Purchase Agreement and a[I othar agreements described abo�e or related thereto (collactively, the "Agreem�nts°) and �arious relatsd matters, and in this capacity ha�e re�iewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based �pon the examination of such documents, it is my op�nion that: 1. Lessee is a political subdivision of Ehe State of Washington (the "State") duly organi�ed, existing and opera#ing under the Canstitutian and laws of the State. 2. Lessee is authorized and has power under State law to enter into all of the Agreemen#s, ar�d to carry ouf its obligations thereunder and the transactians contemplat�d thereby. 3. �he Agreements and all other documents re[a#ed thereto have been duly authorized, appro�ed, and executed by and on behalf of Lessea, anci each of the Agreements is a valid and binding cantract of Lessee enforceabie in accordance with its terms, except to the extent limited by State and Federal law atfecting cretfitar's rernedies and by bankruptcy, reorganization or other laws of genera!applicatton relating to or afFecting the enforcement of creditars' rights 4. The authorization, ap�raval and execution of#he Agreements and all ather proceedings of Lesses relating to the transactions contemplated thereby have been performed in accordance wi#h all applicable Local, State and �ederal faws {including apen meeting laws and public bidding and property acquisition iaws} 5_ To the best af my knawledge, ihere is no litigatEon or praceeding pending before any Cour�, administr�tive ag2ncy or governmental body, that challenges: the organization ar existence o# Lessee; the authority of its officers; the proper authorization; approval and execution of a�y of the Agreements or any documents relating thereto; the appropriation of monies to make payme�ts under the Agreements for the current flscal year, or the ability of Lessee ot�erwise to perform its abligations under the Agreements and the transactions contEmpiated fhereby. 6. Lessee is a politicai subdivision �f the State as referrecf to in Section '[03 of the Interna� RevenUe Code of 1986, as amended, and the related regulatfons and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinio�. Very tru ours, Eric rguson, Principal, Managing Attomey Ke erguson Law, PLLC 19�0 Kccnc Itd.,Ssute f-100.ftichland.14`a.ehin�lun 49��2 "fcicph�me: SON 7;i �5.�? �I I'rvl�ssrnira!l.rinued l.iahr/rR•('�vnprun END-OFWLEASE TERM OPTIONS RIDER (Inclucting °�urn In" Option} Lease-Purchase Agreement Number 98998608-1 �ated June 28, 2022 Lessee: The City of Pasco, Washingtan Balfaon Rer�t Payment: $700.292.24 (Payable at the End of the Lease�erm) Reference is made to the above Lease-Purchase Agreement together with its Schedufe A-1 and alf refated agreements("Lease"}between PIVC Bank, Natianal Assaciation("Lessor")and the above Lessee ("Lessee"}. Unless otherwise defined herein, capitalized terms defined in th� Lease shall have the sarne meaning wh�n �sed herein. �.essee and l.essar agree that this Rider is attached to and made a part of the Lease. 1. T�IR��OPi'[ONS A�THE END OF THE LEASE TERM. At the end of the Lease Term, Lessee shall have the following three options(pro�idec�,that if Lessee fails to furnish the advance written notice as required in paragraphs 3 or 4 below, then Lessee shall automatically be obligated to pay in full the amounts set forth in paragraph 2 belaw): (i) Lessee may pay the Balloan Rent Payment and all other amounts set forth in paragraph 2 below; or {ii) subject to the requiremenfs of paragraph 3 below, Lessee may turn in the Equipmer�t to Pierce Manufacturing Inc. ("Pierce") and Less�e shall agr�e fo acquire a new fire truck supplied by Pierce or Pierce's designated dealer; or(iii)s�bject to the requirements of paragraph 4 below, Lessee may re-finance the Balloon Rent Payment. 2. BALL.00N REN7 PAYMENT. Unless Lessee has made an effective and timely ekection under paragraphs 3 or�4 below,at the end of the l.ease'Term, �essee shall pay Lessor the Balloon Rent Payment togetherwith ail o#her�npaid Rer�t Payments and all other amounts then due and payable by l.essee t�nder the Lease and thereafter the Lease shall terminate in accordance with Secti�n 13 af tha Lease. "Balloon Rent Payment"means the amount set forth above as the�allaan Ftent Payment. Lessee expressly agrees that if it fails to furr�ish the advance written nntice as required in paragraphs 3 or 4 below,fhen Lessee shall automatically be obligat�d to pay to Lessor in full the amounts set forth in this paragraph 2. 3. "TURN-IN" OPTIOI� WITH RETURN & MAINTENANCE REQUIR�M�N7S. if and anly if Lessee sends written notice to �essar and Pierce that �essee elects ta exercise Lessee's rights under this paragraph 3 at least 18 months{but no rr�ore�han 24 montf�s) before the end of the Lease Term, then - Lessee agrees far the benefit af footh Lessor and Pierce thaf: {a) Lessee sltall return the Equipment to Pierc� in accordance with subparagraphs 3.1 a�d 3.2 below; (b) Lessee shall enter into a bindir�g contracf with Pierce (or Pierce's designak�d dealer) to acquire a Replacemertt Fire Truck in aecordance with subparagraph 3.4 below; and {c) Lessee shali pay in f�i1 al9 artoour�ts set forih in subparagraphs 3.1, 3.2 and 3.3 beEow. If and only if(i) Lessee complies in full with aEl of the requirements nf this paragraph 3,then Lessee shall not be obkigated to pay Lessor the Balloon Rent Payment at the end of the Lease Terrn. Lessee acknowledges that Pierce is the intended third party beneficiary of the terms and conditions of this paragraph 3, and �essee agrees that Pierce, directly in its own name and for its own benefit, may demand performance of and enforce any or all of L�ss�e's abligakions as set forth in fhis paragraph 3 3.1 If l.essee has made an efFecti�e and tirnely election under the above terms of this paragraph 3, then.at the end of th� Lease Term, Lessee s�al[ return the Equipment to Pierce at a location select�d by Pierce and Lessee agrees for the benefit of both Lessor and Pierce that the Equipment shall comply with the following return and maintenance conditions on such date, all as det�rmined by Pierce in its sole discretion: (1) during the Lease �erm, Lessee shall ha�e properly maintained the Equipmer�t, including, without limitation, all oi! supplies, lubrication, brake and hydrat�lic fluids, refrigeration filuids, filters and pollution control devices of the Equipmenfi (2) ail paint shall be in normal condition without �xcessi�e scratches, dents and chips, all graphics must be professionally removed sa that the exterior is in"trac[�-in" condition, and any paint or body repair exceeding $500.00 shall be completed at I�essee's expense; (3) all electrical compo�ents shali be fully operationa{ and shall pass the Pierce QSD143 electrical test (or its reasonable eq�ivalent as determined by Pierce); (4) a!I pumps must pass NFPA standard 191'[ third-party certificatian (or its reasonabl�equivafant as determined by Pierce); (5)engines shall perform according to , original equipment manufacturer(OEM}specifications without excessi�e fluid ieaks or blow by{as specified in the awner's manual or its equivalent}; (6}the transmissions shall shift properly at rated loads and speeds ' and the mechanical drivelines, differentials and final drives shall be irt good condition withaut leaks or excessive vibration; (7)air conditioning units shall be fully functiona6 and cooling fo their rated capacity; (8) all environmental equipment shall be fully functional; (9)the engine and exhaust systems s1�all conform to all federal and state emissions stant[arc�s; ('10) replacement parts instalEsd on the Eq�ipment shai{ ha�e been supplied by approved OEM suppliers; (11) all brakes shall have at least 50% rerr�aining useful life; (12) each tire sha[I have at least 5�% remaining usef�al life, shall be of original size and rated capacity and shall not E�ave any material damage,and any tire not satisfying said standards shall be replaced at�essee's expense; (13)frame and structural members rr�ust be�structuraliy sound and without breaks or cracks; {1�4) glass shali not be cracked or broken; (15) batteries mt�st hoEd their rated charge far 72 hours, (16}ar�y cost ta repair damage ta the chassis interior(incl�ding seat su�faces, headliners, door par�els, dash and radio equipment mounting} �xceedir�g $500.00 shall be paid by Lessee; (17) aerials must pass NFPA standard 1914 third-pa�ty certification(or its reasonable equivalent as determined by l'ierce),(18}any cost exceeding $1,000.00 in total to re�air physical damage to hose bed areas,cross lays, compartm�nt int�riors and fread plate surfaces shall be paid by Lessee; (19) alf gauges and meters shall be fu[ly operatianal; (20) Lessee shal{ pay all out-of-pocket costs incurred by Pierce or its agent to transpo�#the �quipment to the location specified by Pierce and to insure the Equipment during such transportation; and (21 j Lessee shall have maintained the Equipment in compliance with 5ection 8 of the L�ease. 3.2 At the tirYte af Lessee's re#urn of the Equipment ta Pierce,(a)Lesse�shall provide a historical record of al! mair�tenance and repairs of the Equipment and periodic lubrication analyses dane during the Lease Term in order to verify L.essee's compliance with the foregoing rett�rn and maintenance conditions, and (b) Lessee shall transfer good title to the Eq�ipment free and clear of all Liens to PNC Bank, Natianal Association {or its designee) and deliWer a Certificate of TitEs and such other documents as PNC Bank, National Associstion reasonabiy requests in cannection with such transfer of title. Within 20 days of Lessee's ret�rn of the Equiprnent, Pierce andlor its authorized agents wifl canduct a comprehensive road test,take lubrication testi€�g samples from the engine,transmission and differential{and such lu6ricant tests must show no contaminants or excessi�e metal particles) and cor�duct oth�r tests in order to determine whether the Equipment complies with the foregoing return and maintenance requirerrtents and Lessee shall pay all costs and expenses necessary to make the Equipment comply with the foregoing return and mair�tenance requirements. AI1 surrEs due under this paragraph 3 shall be paid to Pierce promptiy upor� Pierce's wriften ctemand and if said sums are not so paid by Lessee►uithin 10 days from the dema€�d date, Lessee shafl pay Pierce on demand as a late charge 5%of such o�erdue amount, limited, hawever, to#he maximum legal amo�nt. 3.3 If Lessee intends to�xercise its rights under this paragraph 3 and if at the time of Lessee's return oF the �quipment to Pierce at the end of the Lease Term the mileage recorded on the �quiprr�ent`s odometer is greater than fhe Maxirr�um Mileage noted below, then Lessee shall pay to Pierce an excess �sage fee arnaunt equal to the Excess Usage Fee s#ated below for�ach mile in excess of the Maximum Mileage stat�d below: Maximum Mil�age aE the�nd af the Lease Term: 87,5�D miles per truck �xcess Usage Fe�: $9.08 per mile 3.4 No later than 18 r�anths 6efore the end of the Lease Term, Lessee shall ha�e�nt�red into a binding r+vritEer� contract with Pierce or Pierce's t�esignated dealer(which contract remains in effect at all relevant times}to acquire a new fire tr�ck(a"Replacement Fire Truck"}from p[erce or Pierce's designated dealer; provided, that(a)the terms and condiEions of said contract shall be reasonab[y satisfactory�o Pierce or Pierce's designated dealer, and (b}the acquisition cost of the Replacement�ire Truck shafl not be less than the Balloon Rent Payment; and the acquisition shall be financed by PNC Bank, National Association. 3.5 After carefuf consideration of the Lessor's Cos#of the Equipmenf, of the length of the l.ease Term, of the physical,technical and performance ct�aracteristies of the Eqt�ipment, of th�anticipated obsolescence of and Lessee's int�nded use of the �quipment, and of all other rele�ant factors, Lessee represents and warrants to Lessar and Pierce that Lessee has no current fixed intention ta exercise ifs optian under this paragraph 3. 3.6 If Pierce determines that the"turn-in" conditians set forth herein have nat been satisfied by Lessee, then the"turn-in" option of Lessee set forth in this paragra�h 3 shall be void and Lessee shal{ be obligated to pay to PNC Bank, National Assoeiation in fu[i#ha amounts set forth in paragraph 2 above. 4. RE-FINANCE 4PTI01�. If and only if Lessee se�ds written notice to Lessar that L.essee elects to exercise Lesse�'s rights under this paragraph 4 at least 3 months but no rr�ore than S months before the end of the Lease Term, then Lessor agrees to re-finance the Balloon Rer�t Payment with Lessee so long as all of the following condifions are satisfied in fuEE: (a)Lessor in its sole discretion approves in writi€�g the extension of credit to Lessee in connection with said re-financing; (b) the interest rate and #erm of the re-fir�ar�cing shall be mutually acceptable to Lessar and Lessee(pro�ided,that if for any reason l.essar and Lessee fai!to agree on the interest rate a€�d term far the re-financing,#hen Lessor shall ha�e no obligation to re-finance the Balloon Rent Payment); {c) �.essee shall execute and deli�er to Lessor such agreements as Lessor reasonabiy requires for such re-financing including, but not limited to, (i} an amendment of the Lease and its Schedu(e to reflect the terms of the re-financing approved by L�ssor; (ii} na E�ent of Default t�nder the Lease shall have occurred and be continuing; (iii}no material adverse change sha(I have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings (collectively, the "Code"); (iv) a11 represer�tations of Lessee in the Lease remain tru�, acc�rate and complete; and (�} Lessor has received all of the foflowing documents, which shall be reasanably satisfactory, in forrn and substance,to Lessor(A)evider�ce of required insurance coverage; (B)an opinion of Lessee's counsel, (C) ' copies of resolutions by Lessee's governing body aufhorizing the re-fir�ancing of the Lease a€�d incumbency certificates for the person(s)wha will sign th�required documents for the re-finar�cing; (D)such doct�mer�ts and certificafes relating to the tax-exempt ir�terest payable in connection with the re-financing (ir�cludi€�g, without limitation, IR5 Farm 8fl38G or 8fl38GC)as Lessar may request;and{E)such other docurnents and infarrnation as are reasonabiy requested by Lessor. The Cit of P co shin ton PNC Bank, National Association {�..8S5$@ fll ���Lessar��} Digitally signed by Brian Bradshaw i�—� Date:2022.07.14 �,l; ��/; �� � 11:43:16-04'00' Officer -r�tie: � !�r � ��� -rEti�: Pierce Manu#acturir�g Inc.,svleiy tor the purposes of acknowledging the Balloon Rent Payment and ifs status as Third-Party beneficiary under cerfain ierms of thls Agreement. Sy: �Itfe: 3.6 If Pierce determines that the "turn-in" conditions set forth herein have not been satisfied by Lessee, then the "turn-in" option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be obligated to pay to PNC Bank, National Association in full the amounts set forth in paragraph 2 above. 4. RE-FINANCE OPTION. If and only if Lessee sends written notice to Lessor that Lessee elects to exercise Lessee's rights under this paragraph 4 at least 3 months (but no more than 6 months) before the end of the Lease Term, then Lessor agrees to re-finance the Balloon Rent Payment with Lessee so long as all of the following conditions are satisfied in full: (a) Lessor in its sole discretion approves in writing the extension of credit to Lessee in connection with said re-financing; (b) the interest rate and term of the re-financing shall be mutually acceptable to Lessor and Lessee (provided, that if for any reason Lessor and Lessee fail to agree on the interest rate and term for the re-financing, then Lessor shall have no obligation to re-finance the Balloon Rent Payment); (c) Lessee shall execute and deliver to Lessor such agreements as Lessor reasonably requires for such re-financing including, but not limited to, (i) an amendment of the Lease and its Schedule to reflect the terms of the re-financing approved by Lessor; (ii) no Event of Default under the Lease shall have occurred and be continuing; (iii)no material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings (collectively, the "Code"); (iv) all representations of Lessee in the Lease remain true, accurate and complete; and (v) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor(A) evidence of required insurance coverage; (B) an opinion of Lessee's counsel; (C) copies of resolutions by Lessee's governing body authorizing the re-financing of the Lease and incumbency certificates for the person(s)who will sign the required documents for the re-financing; (D)such documents and certificates relating to the tax-exempt interest payable in connection with the re-financing (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (E) such other documents and information as are reasonably requested by Lessor. The Citv of Pasco, Washinqton PNC Bank, National Association (Lessee Name) ("Lessor") By: By: Title: Title: Pierce Manufacturing Inc.,solely for the purposes of acknowledging the Balloon Rent Payment and its status as Third-earty beneficiary under certain terms of this Agreement. �l a By: l ������� (:��u�,��� Title: ��I` "I '"� 1 1/1�V�1�, �soLUTroN No. 4��s Municipality/Lessee: The City of Pasco, Washin�to� Principa�Amaunt Expected tio Be FiYianced: �2.724.255.71 WHEREAS,the City of Pasco is a political subdivision of the State of Washington and is duly organized and existing pursuant to the Constilution and laws of the State; WHEREAS, pursuant to RCW 35A.13.23Q, t�e City Council of the Giry of Pasco is autharized to acquire, dispose of and encumber �•eal and personal property, inc�uding, without lirnitakion, rights and interest in property, leases and easements necessary to the functions ar operatians of the City; WHEREAS, the City Council of the City of Pasco hereby fi«ds and determines that thc execution of ona or rnore Lease-Purchase Agreements {"Leases") in the principal amour�t not exceeding the amount stated ahove for the purpose of acyuiring the property {"Equipment") to be described in the Leases is appropriate and necessary to the funotions and aperations of the City of Pasco; and WHEREAS, PNC Bank,National Assaciation s�all act as Lessar under said Lcases. NOW,TFIEREFORE,BE IT RESOLVED BY THE CITY CDUNCIL OF THE CITY OF PASC�,WASH�NGTON that: Section L The City Manager acting on behaif of the City of Pasco, is hereby authorized to negotiate, enter into,execute, and deliver one or mro�•e Leases in substantially the form set�orth in the doc�arr►e��t presently before the City Council,which document is available for pubtic inspection at the office of the City of Pasco Cleark. The City Manager acting on behalf of the City of Pasco is hereby aufhorized ta negotiate, �n�er into, execute, and deliver such other dncuments relating to the L�ase as the City Manager deeens necessary and appropriate. Ail other related cantracts and agreements necessary and incidental to the Leases are hereby autharized. Sectio�2. By a written instruzz�ent s�gned by the City Council, said City Manager may designate specifically identif�ed afficers or employees of the City af Pa�co to execute and deliver agreements and documents relating to the Leases on bef�alf of the City of Pasco. Section 3. T�e aggregate original principat amount o�the Leases shall nat exceed the aanaunt sta�ed above and shall hear interest as set forth in the Leases and the Leases shall coantain such aptions to purchase by the City of Pasco as sct forth therein. Sec�ion 4. The City of Pasco's obligations under the Leases shall be subject to annual appropriation o��rer�ewal by the City Council as set forth in each Lease and the City of Pasco's pbligations uncier the Leases shall not corastifute general obligations of the City of Pasco or inde�tedness under the Constitution or laws of tl�e State. Resolution—Lease wi#h PNC Bank- 1 i Section 5. This Resolutian shall take effect immediately upon its adop�ion and approval. s y A�-SED-- the City Corxncil ofth�City of Pasco,Washington�his Sth day of July, 2022. � � ��� � .v�4. TMw._:,.-..._,^.�`..__" � i Blanche Barajas ' Mayor ', ATTEST: AP�'ROVED AS TO FORM: , � , �� ��~''... � #�"�,_.�<_Rt�.�.0 � <Zi��Ng�f_.�� !?:a.,,} Debra k�arham, CMC ,_. Kerr F son Law, PLLC City Clerk Ci ttorneys Resoiution—I.ease with PNC Bank-2 CERTIFICATION I, the undersigned, City Clerk of the City of Pasca, Washingtor� (the "City"}, hexeby certify as , follows: 1, The attached aopy o�Resolution Na �-�'�`�� (the"Resolution") is a full, true and conrect capy of a Resolution duly adopted a� a ragular raeeting of the City Council of the City of Pasco held at tl�e regular meeting place thereo€on ;,�:f_�,� F'�, �?o z���., , as that Resolution appears on the minute boak of the City; ar►d the Resolution will be in full force and effeot imtnediately�ollowing its adoption, an.d 2. A quorum of the members af the City Co�ncil was present thraughaut the meeting and a majorify of the membe�rs voted in the pro�er manner for the adoption af the Resolutian. IN WITNESS WHEREOF, I have hereunto set my hand this � day of "::i��.�`4�� , 2022. CITY OF PASC�,WASHINGTON I�€�taz�Pu�Ii� �t�te c�f Wa,�1�ar��ic�t� _ �� _...... &��y�/�+-p� }�/�9@,p �+{���/�p,�9��a , ;� 7F f�bT i J i��J,,,I EVt� J67tt1�FRr3 ��hJ .��E 1� �-'�",.�{f�. �r''� �v cc�t�n��s��a�9�x�►��� Krystle 'hanlcs,CMC J�nuary 5,2C324 �osnrr,issibn# 157��8 Deputy CiLy Clerk Resolution—L,ease with PNC Bank-3 E24 C�RTIFICATE OF INCUMB�NCY Lessee: The City of Pascc�, Washington Lease-Purchase Agreement No.: 989986Q8-1 Dated June 28, 2�22 I the undersigned 5ecretarylClerk identified below do hereby cer4rfy that I arn the duly elecled or appointed anc aci�ng SecretarylCl�ric of the above Lessee (the 'LF=��e-f`1 a poliiical subd+visron duly organfzed and existing unde� the faws of the 51ate where Lessee fs located that I have th� liUe stated below,and that, as of ihe date hereof the individuals named below are the duly elected c�r appointed off3cers of 1he Lessee holding the ofiices sei forth opposite their respective names (NOTE U�e same titles as Authorized Represeniatives stated in Resolutions] Dave Zabell City Mar�ager Nam� 7it'e Signature Robert Gear Fire Chief �,,,��—�,�6i� iJa�re Tifle Sfgnature � Pa�rick Reid De ut Fire Chief Name Title ign�tufe IN INfTN�SS W�EEREOF I have duly executed thrs certific:ate ar�d aKixed the seal af such Lessee as af the date ses forth belc;�. l (SEAL] Signature of 5ecretar���'Clerk of Lessee Print Narre Nata Pubj�� ��_P_ �—� ��,�w•,�_ 5tate of Washingtan KRYSTLE LYNN SHANKS pfficial Title � �.� �, �� �� L M`�GOMM�SSION EXPIRES January 5,2024 Commicsion# 157246 Date: `� 1 I E28 FOUR PARTY AGREEMENT Dated as of June 28, 2022 Lessee means The City of Pasco, Washingtan "Lease" means Lease-Purchase Agreernent IVo. 98998608-1 dated June 28, 2022, together with its Schedule A-1. "Pierce" means Pierce Manufacturing [nc.,the man�facturer of the Equipment. "Supplier" means: Hughes Fire �quipment Inc. Reference is made to the Lease, described above befween PNC Bank, Na#ional Assocfation ("l.essar"} artd the Lessee identified above which relates to Equipment described in Schedule A-1 to the Lease{"Equiprr�ent°)to be manufactured by Pierce and supplied by Supplier,an at�thorized dealsr of piarce fire eq€�ipr�ent. For gaad and valuabEe consideratior�, receipt of which is hereby acknawledged, Lessee, Lessor, Pierce and Supplier hereby agree as follaws: 1. Notwithstanding anything to the contrary in the Lease, Lessee h�reby no#ifies Lessor that the �quipment has not yst been delivered to Lessee and the Equipment has not yst been accepted by Lessee for purposes of the Leas�. Lessee agre�s to execut� and deliver to Lessor a Delivery and Acceptance Certificate in the form attached hereta as Exhibif A upon the circumstances set forth irt said Certificate. 2. All parties agres that the Purchase Price of#he Equipment sha[{ be as set farth below if said Purchase Price is pa[d or� or before the Ad�ance Payment Date set forth belaw: P�rchase Price: $2,647,918.00 WA Sales Tax $218,Q40.71 Vendor Discounts: $1�44,703.a0 Advance Payment Date: June 28, 2022 3. Upon execution of the Lease and delivery of all dncuments required by Lessor, Lessee agrees that it shal! pay the Lessee Down Payment stated below and Lessar agress that it shall pay the balanee of the Purcl�ase Price (the"Amnunt Financed") stated below. Lessee agrees that the L�ase Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease natwithstanding the d�livery of the Eq�ipment at a later date. Lessee Down Payment: $0.00 7ra�e In: $0.00 Amount Financed: $2,724,255.71 4. (a) Supplier anticipates that it shall deliver the Eq�ipment to Lessee by the Anticipated Delivery Date set forth below. Anticipated Deli�ery �ate: A ril.��28 2024 (b)Supplier anticipates that it shall deli�er the Equipment to Lessee na later than the Outside Delivery Date set forth below and that such Equipment shall comply with all specifications and requirements of Lessee and with the terms and conditions of any purchase arderlpurehase agreement rela#ing thereto. Outside DeEivery Date: Julv 28. 2024 5. If for any reason whatsoever Supplier faifs to deliver the Equipment to Lessee as set forth in subparagraph 4(b) af this Agreement by the Outside Delivery Date for any piece of Equipment (the "Delayed Equipment°), and the Lessee has not agreecE to revise the Oufside Deli�ery Date with respect to such Delayed Equipment, then Pierce hereby agrees as follows only for the Delayed Equipment: (a) On the first business day after the OuEside Delivery Date, Pierce sha{I pay to Lessee the Lessee Down Payrt'tent for the Delayed Equipmer�t p[us interest at the Prime Rate plus one percent (1%) per annum from fhe Advance Payment Date to the date of such payrnent; (b) On the first business day after the Outside Deli�ery Date, Pierce sYtall pay to Lessor for the Delayed Equipment the Ar�'tount Financed plus interest at the Prime Rata plus one percent('[%) per annurn from the Advance Payment Date to fhe date of such payment; and (c) "Prime Rate" means the prime rate of interest as published frorrt time to time in the Wall Street Journal. lf there is rriore than one piece of Equipment subject to the Lease, and sorne of the Equipment is delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the Lease shall be rnodified to reflect or�ly the obligations due on the Equipment that was delivered pursuant to subparagraph 4(b). The new pay�nent obkigation will be determined based on the amount financed for fhe Equipment deii�ered to the Lessee, and based on the interest rate in effect as of the date of Lease corrtmencement, 6. If Pierce makes the payments described ir� paragraph 5 for the �elayed Equipment under the circumstances set farth above and if Lessee has otherwise paid ar�d perFormed its obligations under the Lease as of such payment date for the De[ayed Equipment, then Lessee and Lessor agree that the Lease shall terrr�inate as of the date of such payrttents by Pierce as fo the Delayed Equipment only. Lessee's obligations shall continue unabated for the Equipment that was d�liver�d pursuant to subparagraph 4(b}. P[erce express[y agrees that the Lease identified herein shall be a "Lease" as such term is used in the Program Agreernent, as amended, between Pierce and Lessor. 7. Supplier agrees that a perforrr�ance bond{the"PerFormance Bond"}will be issued which names Supplier as Principa[, the Lessee as Obligee and the L�ssor as Additional Obligee. The Performance Bond will apply solely to t�e terms artd conditians af the purchase orderlpurchase agreement, including related eq�aipment specifications and warranties, as issued by the Lessee and accepted by Pierce. The"Coniract Date" referred ta in the Performance Band shall be th� date of this Agree�'t'tent. 8. Excep#as expressly set forth herein,the Lease and terms and conditions of the purchase nrderlp�archase agr�err�ent for t�e �quipment remain u�changed and in full force and effect-. IfV WITNESS WHER�OF, the duiy authorized officers of the parties set #orth below execute this Agresment as of the date first written above. The Cit af Pa e ashin ton PIVC Bank, National Association {��Lessee�� � ���LeSSOf�} Digitally signed by Brian Bradshaw ,��G,.�id�✓ �-� Date:2022.07.14 �y, �Y: 11:45:07-04'00' � ��/��f Title: Officer T' e: ' Pierce Manufacturinq_Inc. Fiuqhes �ire Equipment l_nc. ("Pierce"} ("Supplier") By: By: Title: 7itls: (a) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessee the Lessee Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment; (b) On the first business day after the Outside Delivery Date,Pierce shall pay to Lessor for the Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent(1%)per annum from the Advance Payment Date to the date of such payment; and (c) "Prime Rate" means the prime rate of interest as pubiished from time to time in the Wall Street Journal. If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant to subparagraph 4(b). The new payment obligation will be determined based on the amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease commencement. 6. If Pierce makes the payments described in paragraph 5 for the Delayed Equipment under the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the Lease as of such payment date for the Delayed Equipment, then Lessee and Lessor agree that the Lease shall terminate as of the date of such payments by Pierce as to the Delayed Equipment oniy. Lessee's obligations shali continue unabated for the Equipment that was delivered pursuant to subparagraph 4(b). Pierce expressly agrees that the Lease identified herein shall be a "Lease" as such term is used in the Program Agreement, as amended, between Pierce and Lessor. 7. Supplier agrees that a performance bond(the"Performance Bond")will be issued which names Supplier as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. The Performance Bond will apply solely to the terms and conditions of the purchase order/purchase agreement, including related equipment specifications and warranties, as issued by the Lessee and accepted by Pierce. The"Contract Date" referred to in the Performance Bond shall be the date of this Agreement. 8. Except as expressly set forth herein,the Lease and terms and conditions of the purchase order/purchase agreement for the Equipment remain unchanged and in full force and effect. IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this Agreement as of the date first written above. The Citv of Pasco, Washinqton PNC Bank. National Association ("Lessee") ("�essor") By: BY� Title: Title: Pierce Manufacturinq Inc. Huphes Fire Equipment Inc. ("Pierce") ("Supplier") gy. By:���c.��`--� _ Title: Title: ��e g��� (a) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessee the Lessee Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment; (b) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessor for the Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent(1%) per annum from the Advance Payment Date to the date of such payment; and (c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street Journal. If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant to subparagraph 4(b). The new payment obligation will be determined based on the amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease commencement. 6. If Pierce makes the payments described in paragraph 5 for the Delayed Equipment under the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the Lease as of such payment date for the Delayed Equipment, then Lessee and Lessor agree that the Lease shall terminate as of the date of such payments by Pierce as to the Delayed Equipment only. Lessee's obligations shall continue unabated for the Equipment that was delivered pursuant to subparagraph 4(b). Pierce expressly agrees that the Lease identified herein shall be a "Lease" as such term is used in the Program Agreement, as amended, between Pierce and Lessor. 7. Supplier agrees that a performance bond (the"Performance Bond")will be issued which names Supplier as Principal, the Lessee as Obligee and the Lessor as Additionai Obligee. The Performance Bond will apply solely to the terms and conditions of the purchase orderlpurchase agreement, including related equipment specifications and warranties, as issued by the Lessee and accepted by Pierce. The"Contract Date" referred to in the Performance Bond shall be the date of this Agreement. 8. Except as expressly set forth herein,the Lease and terms and conditions of the purchase order/purchase agreement for the Equipment remain unchanged and in full force and effect. IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this Agreement as of the date first written above. The Citv of Pasco, Washinqton PNC Bank, National Association ("Lessee") ("�essor") By: By: Title: Title: Pierce Manufacturinq Inc. Hughes Fire Equipment Inc. ("Pierce") ("Supplier") �---. . `� �� � 1 " ��, By:��,i.���, .�,�'V�tl�C.b'�. �, By: 1 I` \ • Title: 1��������- � 1 f�����`�<< Title: Form$�38�Gi �nformation Return for Tax-Exempt Governmental Bonds ►Under Internal Revenue Code section 149(e) (Rev.september 2018) ►See separate instructions. oM6 No.1545-0720 Department of the Treasury Caution:lf the issue price is under$100,000,use Form 8038-GC. Internal Revenue Service ►Go to www.irs.gov/F8038G for instructions and the latest information. Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) The Cit of Pasco,Washin ton 91-6001264 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 525 N 3rd Avenue 3 6 City,town,or post office,state,and ZIP code 7 Date of issue Pasco,WA 99301 June 28,2022 8 Name of issue 9 CUSIP number LEASE#98998608-1 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Patrick Reid-De ut Fire Chief 509-537-6343 Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 2,724,255 71 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe► 18 19a If bonds are TANs or RANs,check only box 19a . . . . . . . . . . . . . . . ► ❑ b If bonds are BANs, check only box 19b . . . . . . . . . . . . . . . . . . ► ❑ 20 If bonds are in the form of a lease or installment sale, check box . ► ❑✓ Description of Bonds. Complete for the entire issue for which this form is being filed. (c)Stated redemption (d)Weighted (a)Final maturity date (b)Issue price price at maturity average maturity (e)Yield 21 Jul 28,2031 � 2,724,255.71 � NA s ears 3.530 % Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue(enter amount from line 21, column(b)) . . . . . . . . 23 2,724,255 7i 24 Proceeds used for bond issuance costs(including underwriters' discount) 24 0 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 2,724,255 7i Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYI� . . ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. cat.rvo.ss��ss Form SO3$-G(Rev.9-2018) ; Form 8038-G(Rev.3-2018) Page Z � Miscellaneous 35 Enter the amount of the state volume cap allocafed to the issue under section 14t(b)(b) . . . . 35 36a �nter the amount of gross proceeds invested or to be invested in a guaranteed invesfinent contract (GIC).5ee instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of tF�e GEC►(MM/DI�/YYYY� c Enter the nam�of the GIC provider► 37 Pooled financings: Enter the arnount of#he prviceads of th€s issue that are fo be used to make loans #o other gnvernmenial units . . . . . . . . . . . . . . . . . . . . . . . . 37 3Se If#his issue is a loan macte from the prooeeds of another tax-exempt issue,check box► ❑ and enter the following information: b �nter the date of the master pool bond►(MM/D�/YYYI� c Er�ter the EI�V o#the issuer of the master pool bor�d► d �r�ter the name of the issuer of the rr�aster poal bond► 39 If the issuer has designafed the issue under sectian 265(b)(3)(B)(i)(III)(small issuer exception),check bax . . . . ► ❑ 40 If the issuer has elected io pay a penalty in lieu of arbitrage re6ate,checic box . . . . . . . . . . . . . ► ❑ 41 a If the issuer has identified a hedge,check here► ❑ and enter the follawing informatian: h Name of hedge provider► a Type of hedge► d Term of hedge► �#2 If the iss�er has superintegrated the hedge,chack box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated accarding to the requirements under the Code and Regulatians(see instructions),check bvx . . . . . . . . ► ❑ A4 If the issuer has established written Procedures to moni#or the requirements of section 148,check box . . . . . ► ❑ 45a If some portion af the praceeds was used to reimburse expenditures, check here► ❑ ancE enter the amount of reimburserner�t . . . . . . . . . . . . . . ► b Enter#he date the offioial intent was ado ted► MM/DD/Y`(Y Under penaltles nf per declare that€have examined Ehfs return and accompanying schedufes and staiements,and to the 6est of my knowledge Signature and belief,they ru orr ct,and completa.I ty er cl re that I consenk ro the IRS's disclosure of the issuer's retum informatlon,as necessary to and process thl etur o ttse rsnn th t 1 e at�inr a e. Cons�nt c� ,Patrick ReEd Deputy Fire Chief Signature of issuer's authorize p3�esenlativa Dat Type or print name and title Pa�� PrinilType preparer's hama Preparer'ssignaEure Date Check ❑ if PTIN self-employed Preparer Use Only ����s name ► F3rm's EI3V ► Flrm's addrass ► Phone no. Form$�3�-C7i(Rav.9-2018) Ci[yt� Washingro�� MINUTES City Council Workshop Meeting 7:05 PM - Monday, June 27, 2022 City Council Chambers 8� GoTaWebinar CALL TO ORDER Tf�e meeting was called to order at 7:05 PM by Blanche Barajas, Mayor. ROLL CALL Caur�cifinembers presen#: Btanche Barajas, Craig Maloney, Joseph Campos, Pete Serrano, and Zahra Roach Councilmembers absent: David Milne Staff present: Dave Zabell, City Manager; Adam Lincoln, Deputy City Manager; CoEleen Chapin, Human Resources Director; Craig Briggs, Assistant City Attorney; Bob Gear, Fire Chief; Zach Ratkai, Administra#ive & Community Services Director; Ken Roske, Police Chief; Richa Sigdel, Finance Qirector; Rick White, Community & Ecanomic De�elopment Director; Steve Worley, Public Works Director; and Debby Ba�'ham, City Clerk. VERBAL REPORTS FROM COUNCILMEMBERS Mayor Pro Tem Malor�ey commented on the sessions he attended at t[�e Associa#ion of Washingtnn Cities (AWC) 2022 Annual Conference. He nvted that Mayor Barajas, City Manager Zabell and Deputy City Manager I�incoln also attended th� conference. Mayor Bara�as also cammen�ed or� the AWC Annual Conference sessions that she attended. ITEMS �OR DISCUSSlON Presentation - Potice Departmer�t Strategic Plan Police Chie# Roske introduced Public Safety Principal Stewart Gary, from Cityga#e Associated, LLC, who pro�ided an overview of the proposed Pasco Police Department Strategic Ptan covering #he scape of the plar�, the organization as it stands now, staffing recommendations, ar�d needed staff train�r�g to meet the City's Page 1 of 4 growth. Las#ly, he provided the list af th� staff+r�g priarities as s#aff is added to the Pa�ice Department over the nex#few years. Council, Mr. Gary and staff further discussed the �roposed strategic plan for th� Pofice Departmer�t. 2021-2022 Biennium Financial Update Ms. Sigdel updated Council on the City's financial report as of the first quarter of 2Q22. Mayor Pro Tem Maloney and Ms. Sigd�l cantinued ta discuss the financial sta#us of the City. Ms. Sigdel will complete a further analysis of possible affects to the budget related to salary and wages for vacant staff positions as #he year goes on and repor� on it at the next financial update. Discussion - Lease #hree (3j Fire Trucks and Purchase Fire Ladder Truck Fire Chief Gear introduced Deputy Fire Chief Patrick Reid who provided a brief overview of the City's need to lease three (3) fire engines from PNC Equipment Finance, as well as purchase a reserve fire ladder truck from Fire Trucks Unlimited #o help sustain the City of Pasco's Washington State Rating Bureau (WSRB) fire insurance rating af a 3. Mayor Pro Tem Maloney ask�d if th� City needed to or�er additional fire trucks and ambu�ances ta meet the growth needs of th� City. Chief Gear responded that staff eontinues to review and anaiyze the needs of the Fire DepartmeRt and when it is time, they wifl �equest additional equ�pmen# and apparatus. OEd Statior� No. 84 Lease with FraroKlin County Fire District No. 3 Fire Chief Gea�introduced Deputy Fire Chief Ed D�nbarwho pro�ided a brie#report on the lease o# a City facility to Franklin Coun#y Fire District No. 3 (FGFD#3} and how it will help benefit aid to both Franklin County and City of Pasco residents. Council briefly commented on facility, the lease and possible facility exchange wEth FCFD#3. American Rescue P�an Act Projects and Staff Recommendations Senior Management Analyst Angela Pashon pro�ided a status o# the curr�ntEy funded American Rescue Plan Act (ARPA) projects, as weEl as ARPA funding that is still a�ailable. De�uty Fire Chief Dunbar, Ms. Pashon and Administrati�e & Community Services Director Ratkai provided details of staff s recommendations fnr funding the Pasca Resaurce Na�igator (PRN) program, the Downtown Outdoor Dining pragram and facikity upgrades ta #he Boys � Girls Clu� building owned by the City with unallocated ARPA funds. Page2of4 Council and staff discussion was interjected throughout the staff presentation, which provided directior� to staff related to the proposed projects. DEscussion - Brantingham Right-of-Way Vacation (VAC 202�-004) Mr. White pro�ided a brief ovErview of the propased right-of-way vacation at Adams Str�et and Rainier A�enue. Ordinar�ce 8� Resolution - Budget Amendment 8� Bid Award for Process Water Reus� Faciiity (PWRF� Pretreatment Impravements (Phase 9) Potable Water and Electrical Improvements Mr. Warley in#racfuced Senior Civil Engineer Jon Padvarac who provided a brief report on the proposed bid award for the Process Water Reuse Facifity �PWRF) Pretreatment lmprovements for Po#able Water and EEectrical Impra�ements project. Resolution -Wastewater Treatment Plant Phase 2 Sole Source Purchase Mr. Worley pro�ided a brief report on the propased proc�rement af necessary equipment for the Wastewater Treatmen# Plan#, Phase 2 project and the justification far the sale source purchase. MISCELLANEOUS COUNCIL DiSCUSSION Mr. Zabell anr�ounced that the 2022 Municipal ExcelEence Award from the Association o� Washington Cities is displayed on t#�e back wall of the Council Chambers and he ex�ressed appreciatio� to staff and the Plan�ring Commission for their contributions toward this statewide recognit�on. Mr. Zabel! alsa ant�ounced that 11 application packets were received for the vacant Council Position No. 3 and staff is reviewing the packets far comple#eness, as well as ensuring the applicants meet the minimum qualifications to serve on Council. The next step is to provide the qualffied candidate application packets to Council for discussior� at an Executi�e Session (per RCW 42.30.110(1){h}) scheduled for July 5, 2022. RECESS Mayor Barajas cafled a five-minute recess at 9:OQ PM. EXECUTIVE SESSION Council adjo�rned ir�to Executive Session at 9:05 PM for 20 minutes to disc�ss with �egal counsei about legal risics of current or pro�osed action per RCW 42.3Q.110{1}(i)(i) W 42.30.110(1)(i} with the City Manager, Deputy City Manager and the City Attarney. NOTE: Mr. Serrano was unable #o attend the Executive Session. Mayor Barajas called the meeting back to arder at 9:25 PM. Page 3 of 4 ADJOURNMENT There being no further business, the meetir�g was adjoumed a# 9:25 PM. PASSED ar�d APPRDVED this_day of ._, � , , 20 . APPROVED: ATTEST: 1 � � - �_.: �, � ��..�e�.,_..�u.�- I 1 Blanche Barajas, Mayor Debra B'arham, City Clerk � Page 4 of 4 City o.1- � ��� � � 1N�sfiington AGENDA City Councii Regular Meeting 7:D0 PM - Tuesday, July 5, 2022 CEty Council Chamb�rs & GoToWebinar Page 1. MEETiNG INSTRUCTIONS for REMOTE ACCESS - Individuai�, wha would lik� to praUid� public commer�t remotely, r7�ay cor�tir�ue to do so �y filling out tt�e online #orm via the City's website (www.pasco-wa.�ovlpubliccomment) to obtain access information to commen#. Requests to comment in mestings must be received by 4:00 p.m. on the day of this meeting. Ta listen ta the meeting via phone, cail (631} 992-3211 and use access code 613-585-088. City Council meeti�gs are broadcast live an PSC-TV Channel 191 an CharterlSpectrum Cabke in Pasco and Richland and streamed at www.pasco-wa.govlpsctvlive and on the City's Facebook page at www.facebook.comlcitvafPasco. 2. CALL TO ORDER 3. ROLL CALL (a} Piedge of Allegiance �4, CONSENT AGENDA - A�I items listed under the Consent Agenda are considered to be rout�ne by the City Council a�d will be enacted by rofl ca[i vote as one motion (i� the form listed beiow). There will be r�o separate discussion of these items. If further discussion is desired by Council members or the public, the item may be remo�ed from the Consent Agenda to the Regular Agenda and considered separately. 6 - 17 (a) Appro�al of Meetir�g Minutes Agenda Report from Debra Barham, City Clerk - Pdf To approve the minutes of the Pasco City Council Special Meeting held on June 20, 2022 and Special Meeting & Regular Workshop held on June 27, 2022 respectively. 18 - 19 (b) Bilis and Communications Bills and Commur�ications 07.05.22 - Pdf To approve claims in the total amount of $3,825,136.01 ($1,984,243.12 in Check Nos, 24917$-249410; $8$1,048.58 in Electronic Transfer Nos. 835974-835978, 835983-836Q53, 836066- 836105, 836113-836231, $36234-83G3Q0, 836308-$36383; $12,332.13 in Check Nas. 53947-53963; $947,512.18 in Electronic Transfer Nos. 3Q17E4�3-30177006). 20 - 29 (c} Ordinance & Resolution - Budget Amendment � Bid Award #or Process Water Reuse Facility (PWRF} Pretreatment Improvements (Phase 1} Potable Water and Electrical Impro�ements Agenda Report from Steve Worley, Director - Pdf To appro�e Resalution No. 4196, awarding Bid No. 19055 #or the Process Water Reuse Facility (PWRF) Pretreatment f mprovemer�ts (Phase 1) Potable Water and Electrica! Improvements Project, ta Tapani Inc. of Battle Graund, Washington, and fur�her authorize the City Manager to execute the contract dacuments. To adopt Ordinance No. 4595, amending the 2021-2Q22 Bie�nial Budget (Ordinance No. 45f0) of the City of Pasco, Washingtan, by providing suppfement the�eto; to provide additional appropriation in the City's general cpnstruction fund for the construction of the PWRF Pretreatment Impro�ements (Phase 1) Potable Water and Electrical Improvements Project. 30 - 38 (d) Resolution - Wastewater Treatment Plant Phase 2 Sofe Source Purchase Agenda Report from 5teve Worley, Director - Pdf Ta approve Resolution No. 4197, waiving the competitive bidding requirements and approving the purchase of Centrisys THK 200 Centrifuge from Centrisys for the Municipal Wastewater Treatment Plant Phase II Project. 39 - 77 (e) Resolutions - Lease three (3} Fire Trucks and Purchase Fire LadderTruck Agenda Report from Bob Gear, Fire Chief- Pdf To approve Resolution No. 4198, authorizing the City Manager to execute tf�e lease agreements for three fire trucks from PNC Bank, National Association for the cost of$2,724,255.71. To appro�e Resolution No. 4199, waiving the campetitive bidding requirement and approving the purchase of a 2005 Pierce ladder truck fram Fire Trucks Unlimited. 78 - 88 (f� Resolution - Old Station No. 84 Facility Lease for Franklin County Fire District No. 3 Use Agenda Report from Bob Gear, Fire Chief- Pdf To approve Resolution No. 4200, authorizing the City Manager ta sign and execute the Facility Lease Agreement with t�e Franklin County Fire Protection District No. 3 for real property located at 124 Road 48, Pasco, WA and 4803 West Octa�e Street, Pasco, Washington. 89 - 442 (g) Resolution - Police Department 5trategic Plan Agenda Report from Ken Roske, Police Chief- Pdf To apprflve Resolutia� No. 42Q1, approving the Pasco Police Department 2022 Strategic Plan. 4Q3 - 431 (h) *Resolution - Setting a Pubfic Hearing Da#e to consider the Brantingham Right-of-Way Vacation (VAC 2022-OQ4) A�enda Report from Rick Whi#e, Director- Pdf To appro�e Resolution No. 4202, setting 7:00 p.m., Monday, August 1, 2022, as the time and date for a public hearing to consider the vacatian of right-of-way along East Adams 5treet and North Rainier Avenue located adjacent Lots 10, 11, & 12 of the FCID Industrial Park Plat. (RC) MOTION: I move to appro�e the Consent Age�nda as read. 5. PROCLAMATIONS AN� ACKNOWLEDGEMENTS 6. VISITORS - OTHER THAN AGENDA ITEMS - This item is provided to allow citizens the opportunity ta bring items to th� attention of the City Council or to express an opinion on an issue. Its purpose is not to provide a venue for debate ar for the pasing of questions with the expectation of an immediate response. Some questions require consideration by Council o�er time and after a defiberative process with input fram a number of different sources; some questians are best directed to staff members who have access ta specific infarmation. Citizen comments will normally be limited to three minutes each by the Mayar. Those with lengthy messages are invited to summarize their comments andlor submit written infarmation for consideration by the Co�ncil outside of formal meetings. 7. REPORTS FROM COMMITTEES AND10R OFFICERS {a) Verbal Reports from Councilmembers 8. HEARINGS AND COUNCIL ACTION 4N ORDINANCES AND RESOLUTIONS RELATING THERETO 432 - 439 {a) Public Hearing (cont'd.} - Eas# Lewis Place ROW Vacation (VAC 2022-003) Agenda Report from Rick White, Director - Pdf CONDUCT A PUBLIC HEARING MOTION: I move to continue the pubfic hearing for the East Lewis Place Right-of-Way Vacation (VAC 2�22-Q03} to the July 18, 2Q22 Council meeting. 9. QRDINANCES AND RESOLUTIONS NOT RELATING TO HEARINGS 44a - 451 (af *Public Meeting - SERP Requirement for the Wastewater Treatment Plant Phase 2 Agenda Report from Steve Worley, Director - Pdf MOTION: I mo�e to cammence a public meeting for #he Wastewater Treatment Pfant (Phase 2 project). 10. UNFWISHED BUSINESS 11. NEW BUSINESS 12. MISCELLANEOUS DISCUSSION 13. EXECUTIVE SESSiON (a) Discuss Quaiifications of an Applicar�tlCandidate for Appointment to Elective Office �er RCW 42.30.110(1)(h). �3� mins.) 14. ADJOURNMENT 15. ADDITIONAL NOTES (a� (Rc� Roll Call Vote Required � Item not previously discussed Q Quasi-Judicial Matter MF# "Master File #...." 452 - 453 (b) Adopfed 2fl20-2021 Council Goals (Reference Only} 2Q22-2023 Council Goafs - English 2022-2023 Council Goals - Spanish {c) REMINDERS • Thursday, July 7, 5:30 PM: Parks S� Recreation Advisory Board — PB�R Classroom, Pasco City Hall [COUNC�LMEMBER DAVID MILNE, Rep.; COUNCILMEMBER PETE SERRANO, Alt.) • Monday, July 11, 6:a0 PM: Old Fire Pension Board Meeting — City Hall Conference Room 1, Pasco City Hafi (MAYOR BLANCHE BARAJAS, Rep.; MAYOR PRO TEM CRAIG MAL�NEY, Alt.) This meet�ng is broadcast live on PSC-N Channel 191 on Cha�terlSpectrum Cable in Pasco and Richland and streamed at www.pasco-wa.qovlpsc�vfive. Audio equipment available for the hearing impaired; contact the Clerk fvr assistance. Servicio de interprete puede estar disponible con a�iso. Por favor avisa la Secretaria Municipal dos dias antes para garantizar la disponibilidad. {Spanish language interpreter service may be provided upon request. Please provide two business day's notice to the C�ty Cierk to ensure availability.}