HomeMy WebLinkAbout2007-04-03; Public Financing Authority; 23; Agreement approval for golf course equipment1
CARLSBAD PUBLIC FINANCING AUTHORITY- AGENDA BILL
AB# 23
MTG. 04/03/07
DEPT. FINANCE
APPROVE LEASE-PURCHASE
AGREEMENT FOR GOLF COURSE
HMA IHITCHI A Hlf*C Kf\l IIOHMd^lT" C/*IB TUtTMAINTENANCE EQUIPMENT run THE
CROSSINGS AT CARLSBAD GOLF
COURSE
DEPT. HEAD c^f.
CITY ATTY. C^
CITY MGR. K
J%<Y
RECOMMENDED ACTION:
It is recommended the Board of Directors of the Carlsbad Public Financing Authority adopt
Resolution No. 31 approving a lease-purchase agreement with Textron
Financial Corporation for financing the lease-purchase of the golf course maintenance
equipment for The Crossings at Carlsbad Golf Course.
ITEM EXPLANATION:
On March 13, 2007, the Carlsbad Public Financing Authority Board approved the purchase of
$749,877.24 worth of golf course maintenance equipment from Golf Ventures West
Incorporated. Since that time, the order has been modified to change four (4) Tiger Trucks to
include 4 wheel-drive capability. This change has resulted in the total amount of equipment to
be purchased to $761,514.24.
It is customary in the golf course operation industry to lease-purchase the large fleet of
maintenance equipment needed for a project of this size. The larger riding equipment, in most
cases, has an extended service life well beyond the proposed five (5) year lease term. At the
conclusion of the lease, the equipment becomes the property of the Authority and can continue
to be utilized for some period of time thereafter. Several factors will influence the ultimate
operational life of the equipment such as the manner in which it is used by maintenance
personnel, the level of maintenance and repair, the topography of the golf course, frequency of
use, weather, and a number of other influences. Kemper Sports Management's Maintenance
Superintendent has indicated they intend to keep the equipment in excellent appearance and
working order and will strive to extend the service life of the maintenance equipment as far as
possible.
The Finance Department has secured three (3) equipment lease-purchase proposals as
indicated on the next page based upon the price quotation from Golf Ventures West.
DEPARTMENT CONTACT: Lisa Irvine 760-602-2430 lirvin@ci.carlsbad.ca.us
FOR CITY CLERKS USE ONLY.
COUNCIL ACTION: APPROVED
DENIED
CONTINUED
WITHDRAWN
AMENDED
*Dn
Dn
CONTINUED TO DATE SPECIFIC
CONTINUED TO DATE UNKNOWN
RETURNED TO STAFF
OTHER - SEE MINUTES
Daa
n
Page 2
GOLF COURSE EQUIPMENT LEASING QUOTES
February 2007
California First National Bank
Estimated Payment
Estimated Interest Rate
Government Leasing Company
Estimated Payment
Estimated Interest Rate
Textron Financial Corporation .
Estimated Payment
Estimated Interest Rate
Monthly
$14,263.16
$14,307.58
$14,277.76
5-Year Lease
Payment Annual
$171,157.92
$171,690.96
$171,333.12
Total 5 Years
$855,789.60
4.8570%
$858,454.80
4.9896%
$856,665.60
4.9006%
Total equipment to be financed $761,514.24.
The interest rate and total amount of payments under the quotation from California First
National Bank appears to contain the most favorable lease-purchase terms. However, the City
was unable to negotiate an agreement that was acceptable to the City, therefore, Textron
Financial Corporation is recommended for approval by the Authority.
FISCAL IMPACT:
The payments are estimated to be approximately $14,300 per month and may be a lower
amount until all the equipment is delivered to The Crossings at Carlsbad. Payments will be
made monthly and these are a component of the current "start up" budget for The Crossings at
Carlsbad through June 30, 2007 and thereafter will be included within the "annual operating"
golf course budget. The "annual operating" budget will be prepared by Kemper and submitted
to the CPFA Board for review and approval.
ENVIRONMENTAL IMPACT:
The Planning Director has determined the lease purchase of the maintenance equipment for
The Crossing at Carlsbad Golf Course is a General Rule Exemption under Section 15061 (b)
(3) of the Guidelines of the California Environmental Quality Act since the activity will have no
significant effect on the environment.
EXHIBITS:
1) Lease-Purchase Agreement with Textron Financial Corporation
2) Resolution No. 31 approving a lease-purchase agreement with Textron
Financial Corporation for financing the lease-purchase of the golf course maintenance
equipment for The Crossings at Carlsbad Golf Course.
Exhibit 1
MUNICIPAL AGREEMENT
This MUNICIPAL AGREEMENT dated as of 3/21/07. (the "Agreement") between
TEXTRON FINANCIAL CORPORATION, as Lessor, and Carlsbad Public Financing
Authority, a Joint Powers Authority formed between the City of Carlsbad and the Carlsbad
Municipal Water District, ("Lessee").
1. Equipment. Lessee will lease certain "Equipment" identified in each "Schedule" executed
by Lessor and Lessee pursuant to this Agreement, all on the terms and conditions set forth in
the related Schedule. Each Schedule (including the terms and conditions of this Agreement
incorporated therein by reference), the related Exhibits and any Addendum describing this
Agreement will constitute a separate and independent lease of the Equipment.
2. Rental. Lessee agrees to pay "Rental Payments," consisting of principal and interest, as
described in a Schedule. Lessee represents and warrants that its primary business official
currently intends to do all things lawfully within its power to obtain and maintain funds from
which Rental Payments and other amounts due under each Schedule may be paid. Except as
expressly provided in this Agreement, Lessee's obligation to pay Rental Payments will be
absolute and unconditional in all events without abatement, deduction or set-off of any kind.
Lessee's obligation to pay Rental Payments and other amounts payable under each Schedule
constitutes a current obligation payable exclusively from legally available funds and will not
be construed to be indebtedness under any applicable constitutional or statutory limitation or
requirement.
3. Term; Lessee's Acceptance. The term of this Agreement begins as of the date hereof and
will continue so long as any amount remains unpaid under a Schedule. The term of each
Schedule begins as of, and interest will accrue from, the date of the applicable Schedule,
contingent upon Lessee executing a Certificate of Acceptance for the Equipment identified in
the applicable Schedule, and will continue for the number of months stated therein, unless an
"Event of Nonappropriation" has occurred with respect to the Schedule, or Lessor has
terminated the Schedule pursuant to Paragraph 17. An "Event of Nonappropriation" means a
non-renewal of the term of a Schedule by Lessee, determined by the failure or refusal of the
governing body of Lessee to appropriate monies sufficient to pay Rental Payments and other
amounts payable under the Schedule for Lessee's next succeeding fiscal period. Lessee will
notify Lessor immediately of the occurrence of an Event of Nonappropriation under any
Schedule.
Lessee will select the type, quantity and vendor of each item of Equipment designated in a
Schedule. Upon Lessor's request after Lessee's receipt and installation of all Equipment
identified in a Schedule, Lessee will deliver to Lessor a Certificate of Acceptance. Regardless
of whether Lessee has furnished a Certificate of Acceptance with respect to the Equipment
identified in a Schedule, by making a Rental Payment after its receipt of the Equipment under a
Schedule, Lessee will be deemed to have accepted the Equipment on the date that the Rental
Payment is made for purposes of the Schedule.
Municipal Agreement (Carlsbad).doc
4. End of Lease. If the Lessee is granted the option under each Schedule to purchase Lessor's
interest in all, but not less than all, of the Equipment on any Rental Payment date for which a
Purchase Option Amount is identified on the Schedule, then not later than 30 days prior to the
proposed purchase date, Lessee will provide Lessor a written notice exercising the option and
designating the applicable Schedule and the applicable Rental Payment date and Purchase
Option Amount. Otherwise Lessee's final payment will be identified on the applicable
schedule.
5. Late Payments. Whenever any Rental Payment or other amount payable to Lessor by Lessee
under a Schedule is not paid within ten (10) days after the due date, Lessee agrees to pay
Lessor a late charge of $25.00 or 10% on the delinquent amount, or the maximum amount
permitted under applicable law, whichever is less.
6. Disclaimer of Warranties. LESSOR HAS NOT MADE AND DOES NOT MAKE ANY
WARRANTY, REPRESENTATION OR COVENANT REGARDING THE
EQUIPMENT, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE, DESIGN OR CONDITION, QUALITY OR
CAPACITY, WORKMANSHIP, COMPLIANCE WITH ANY LAW, RULE,
SPECIFICATION OR CONTRACT PERTAINING THERETO, PATENT
INFRINGEMENT OR LATENT DEFECTS OR ANY OTHER MATTER. NOTHING
HEREIN WILL MODIFY LESSEE'S RIGHTS AGAINST THE VENDOR OF ANY
EQUIPMENT. Lessor will have no obligation to install, test, adjust, service or maintain any
Equipment. Lessee will look solely to the manufacturer, seller and/or supplier for any and all
claims related to the Equipment.
7. Location of Equipment. The Equipment will be delivered to and located at the premises
identified in each Schedule and will not be removed or relocated without the prior written
consent of Lessor. Lessee will pay all charges and other expenses incurred in connection with
the shipment and delivery of the Equipment to the location. Lessor has the right to inspect and
examine the Equipment during normal business hours.
8. Title and Security Interest. During the term of each Schedule, title to the Equipment will be
vested in Lessee, subject to the rights of Lessor under the Schedule. If Lessor terminates a
Schedule pursuant to Paragraph 17 of this Agreement or an Event of Nonappropriation occurs
with respect to the Schedule, title to the Equipment identified in the Schedule will immediately
vest in Lessor free and clear of any right, title or interest of Lessee. Lessee, at its expense, will
protect and defend Lessee's title to the Equipment and Lessor's rights and interests therein and
will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal
processes of Lessee's creditors and other persons. To secure the performance of all of Lessee's
obligations under each Schedule, Lessee grants to Lessor a security interest in the Equipment,
and on all attachments, repairs, replacements and modifications thereto and on any proceeds
therefrom.
9. Lessee Representations and Warranties. Lessee represents and warrants that: (a) Lessee is a
state or a political subdivision within the meaning of Section 103(c) of the Internal Revenue
Code of 1986, as amended (the "Code"); (b) Lessee has the power and authority under
Municipal Agreement (Carlsbad).doc
applicable law to enter into the transactions contemplated by this Agreement and each
Schedule and has been duly authorized to execute and deliver this Agreement and each
Schedule and to carry out its obligations under each Schedule; (c) all requirements have been
met and procedures have occurred in order to ensure the enforceability of this Agreement and
each Schedule, and Lessee has complied with the public bidding requirements, if any, as may
be applicable to the transactions contemplated by this Agreement and each Schedule; (d) the
use and operation of the Equipment is essential to Lessee's proper, efficient and economic
governmental operation; (e) upon Lessor's request, Lessee will deliver to Lessor Lessee's
financial statements; (f) Lessor is acting only as a financing source with respect to the
Equipment; and (g) Lessee intends that each Schedule not constitute a "true" lease for federal
income tax purposes.
10. Maintenance and Use. During the term of each Schedule, Lessee will, at its expense, make
any and all repairs and replacements required to maintain the Equipment in good condition,
reasonable wear and tear excepted, and will use and maintain the Equipment in a careful
manner in conformity with all applicable laws, ordinances, regulations, requirements and rules
and in conformity with any insurance policy. Lessee's obligation to maintain the Equipment
does not confer the authority to incur mechanic's or supplier's liens with respect thereto.
Lessee will look solely and directly to the applicable vendor (and not the Lessor) for all matters
relating to maintenance services for any item of Equipment. In no event will the vendor be
deemed to be an agent of Lessor for purposes of the related Schedule.
11. Loss or Damage. All risk of loss, damage, theft or destruction to each item of Equipment
will be borne by Lessee. No loss, damage, theft or destruction of the Equipment will impair the
Lessee's obligations under any Schedule, all of which will continue in full force and effect.
12. Insurance. Lessee is self-insured and will during the term of each Schedule keep the
Equipment insured against theft, fire, collision and the other risks as may be customary for
each item of Equipment and maintain comprehensive public liability through its self insurance
program. Losses, if any, will be payable to Lessor as "loss payee," and all the liability
insurance will include Lessor as an "additional insured." Lessee will maintain during the term
of each Schedule an actuarially sound self-insurance program and will provide evidence
thereof in form and substance satisfactory to Lessor. Lessor agrees that Lessee has a $25,000
retention for property insurance and a $500,000 retention for liability insurance.
13. Indemnity. To the extent authorized by law and subject to funds legally available for the
purpose, Lessee agrees to indemnify, Lessor and its agents, employees, officers, or directors,
against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties,
actions, costs and expenses (excluding attorney's fees), of whatsoever kind and nature, arising
out of the use, condition, operation, ownership, selection, delivery, storage, leasing or return of
any item of Equipment, regardless of where, how and by whom. Lessee is not Lessor's agent
and nothing contained in any Schedule will authorize Lessee or any other person to operate any
item of Equipment so as to incur or impose any liability or obligation for or on behalf of
Lessor.
Municipal Agreement (Carlsbad).doc
14. Taxes. Unless Lessee has provided Lessor with evidence necessary to sustain an exemption
therefrom, Lessee will timely pay all assessments, license fees, taxes (including sales, use,
excise, personal property, ad valorem, stamp, documentary and other taxes) and all other
governmental charges, fees, fines or penalties whatsoever, now or hereafter imposed by any
governmental body or agency on or relating to the Equipment, or the use, registration, rental,
shipment, transportation, delivery, ownership or operation of the Equipment and on or relating
to each Schedule.
15. Assignment. Lessee will not sell, assign, or sublease, any Equipment or enter into any
contract or agreement with respect to the use and operation of any of the Equipment by any
person other than Lessee, without Lessor's prior written consent. Lessor may assign, transfer
or otherwise convey all or any part of its interest in any Schedule, including Lessor's right to
receive the Rental Payments under any Schedule all without Lessee's consent. The assignment,
transfer or conveyance will not be effective until Lessee has been given a written notice of
assignment that discloses the name and address of each the assignee, which notice Lessee
agrees to acknowledge at the time of such assignment. Following receipt of the notice from
Lessor, Lessee will keep a complete and accurate record of all assignments of each Schedule in
compliance with Section 149 of the Code.
16. Default. Each of the following constitutes an "Event of Default" under a Schedule: (a)
Lessee fails to pay in full any Rental Payment within ten (10) days of its due date; (b) Lessee
fails to comply with any other agreement or covenant of Lessee under any Schedule (c) Lessee
institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a
receiver or similar officer is appointed for Lessee or any of its property; (d) any warranty,
representation or statement made in writing by or on behalf of Lessee in connection with any
Schedule is found to be incorrect or misleading in any material respect on the date made; or (e)
actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any
levy, seizure or attachment thereof or thereon.
17. Remedies. Immediately upon the occurrence of an Event of Default under a Schedule or
immediately after the last day of the fiscal period during which an Event of Nonappropriation
occurs, Lessor may terminate the affected Schedule or Lessee's rights thereunder and in such
event repossess the Equipment under the Schedule, which Lessee hereby agrees to surrender
promptly to Lessor. If Lessor is entitled to repossess the Equipment under a Schedule, Lessee
will permit Lessor or its agents to enter the premises where the Equipment is located. In the
event of any the repossession, Lessee will execute and deliver all documents required to
transfer title to and possession of the Equipment under the affected Schedule to Lessor, free
and clear of all liens and security interests. Upon repossession, if any Equipment is damaged or
otherwise made less suitable for the purposes for which it was manufactured than when
delivered to Lessee (reasonable wear and tear excepted), Lessee agrees, at its option, to: (a)
repair and restore the Equipment to the same condition in which it was received by Lessee
(reasonable wear and tear excepted) and, at its expense, promptly return the Equipment to
Lessor to a location specified by Lessor or (b) pay to Lessor the actual costs of the repair,
restoration and return. In the event that Lessor sells or otherwise liquidates the Equipment as
provided in a Schedule and realizes net proceeds (after payment of costs) in excess of total
Rental Payments that would have been paid during the scheduled term of the affected Schedule
Municipal Agreement (Carlsbad).doc
plus any other amounts then due under the Schedule, Lessor will pay the excess amounts to
Lessee.
If Lessor terminates a Schedule as described in this Paragraph 17 or an Event of
Nonappropriation occurs under a Schedule and Lessee continues to use the Equipment or if
Lessee otherwise refuses to pay Rental Payments due during a fiscal period for which Lessee's
governing body has appropriated sufficient legally available funds to pay the Rental Payments,
Lessor will be entitled to bring the action at law or in equity to recover damages attributable to
the holdover period for the Equipment that Lessee continues to use or to the remainder of the
fiscal period for which the appropriations have been made. Lessor will also be entitled to
exercise any or all remedies available to a secured party under the applicable Uniform
Commercial Code and all other rights and remedies that Lessor may have at law or in equity.
No right or remedy conferred upon or reserved to Lessor as provided in each Schedule is
exclusive of any right or remedy in any Schedule or at law or in equity or otherwise provided
or permitted. No waiver of or delay or omission in the exercise of any right or remedy as
provided in each Schedule or otherwise available to Lessor will impair, affect or be construed
as a waiver of its rights thereafter to exercise the same.
18. Tax Covenants; Tax Indemnity. Lessee agrees that it will comply with all provisions and
regulations applicable to excluding the interest component of Rental Payments under each
Schedule from gross income for federal income tax purposes. Unless Lessor's actions or
omissions create a taxable event, if the interest component of Rental Payments under any
Schedule becomes included in gross income of the Lessor for federal income tax purposes,
Lessee agrees to pay (from legally available funds) promptly after any the determination of
taxability and on each Rental Payment date thereafter to Lessor an additional amount
determined by Lessor to compensate the Lessor for the loss of the excludability (including,
without limitation, compensation relating to interest expense, penalties or additions to tax),
which determination will be conclusive (absent manifest error).
19. Lessor Advances. If Lessee fails to perform any of its obligations under a Schedule, Lessor
may, at its option, perform any act or make any payment that Lessor deems necessary for the
maintenance and preservation of the Equipment and Lessor's interest therein. All expenses
(except attorneys'fees) incurred by Lessor in performing the acts and all the payments made by
Lessor together with late charges as provided in each Schedule will be payable by Lessee to
Lessor on demand. The performance of any act or payment by Lessor as aforesaid will not be
deemed a waiver or release of any obligation or default on the part of Lessee.
20. Notices. All notices or other communications under any Schedule will be deemed to have
been given or made when delivered (including by facsimile transmission) or five days after
being mailed by certified mail, postage prepaid, addressed to Lessor or Lessee at the addresses
listed below or the other addresses as either of the parties hereto may designate in writing.
21. Miscellaneous. This Agreement and each Schedule will be governed by and construed in
accordance with the laws of the State under whose laws Lessee exists or is organized. If any
provision of this Agreement or any Schedule is or becomes invalid, illegal or unenforceable,
Municipal Agreement (Carlsbad).doc
the invalidity, illegality or unenforceability will not affect the other provisions of this
Agreement or any the Schedule, which will be valid and enforceable to the fullest extent
permitted by law. The provisions of this Agreement and each Schedule will be binding upon,
and will inure to the benefit of, the respective assignees and successors of Lessor and Lessee.
The indemnities and obligations of Lessee provided for in each Schedule will continue in full
force and effect notwithstanding the expiration or termination of the term of this Agreement or
any applicable Schedule. This Agreement, each Addendum, each Schedule and the Exhibits
attached thereto constitute the entire agreement between Lessor and Lessee with respect to the
Equipment therein described and no term or provision hereof or thereof may be waived or
amended except by written agreement signed by Lessor and Lessee.
Lessor and Lessee have each caused this Municipal Agreement to be duly executed and
delivered as of the date first above written.
Lessee: Lessor:
Carlsbad Public Financing Authority,
a Joint Powers Authority formed
between the City of Carlsbad and the
Carlsbad Municipal Water District TEXTRON FINANCIAL CORPORATION
[ADDRESS] 1200 Carlsbad Village Dr. [ADDRESS] 11575 Great Oaks Way etc 210
Carlsbad, CA 92008
By:
Name: Claude A. Lewis
Title: Chairman
THIS AGREEMENT IS ONE OF
ORIGINALS AND IS NOT SUBJECT TO SALE
OR ASSIGNMENT WITHOUT THE PRIOR
CONSENT OF TEXTRON FINANCIAL
CORPORATION
Municipal Agreement (Carlsbad).doc
TEXTRON FINANCIAL
Lending help beyond expectations,
SCHEDULE No: 1020540, DATED ,3/g/:/g>7TO THE
MUNICIPAL AGREEMENT, DATED
1. DESCRIPTION OF THE EQUIPMENT:
See Exhibit A
together with all accessories, attachments, substitutions and accessions.
2. EQUIPMENT LOCATION: See Exhibit A
3. The Rental Payments will be made for the Equipment as follows:
PRINCIPAL INTEREST
DATE DUE COMPONENT COMPONENT
See attached Addendum A
TOTAL RENTAL
PAYMENT DUE
PURCHASE
OPTION
AMOUNT*
4. The terms and provisions of the Municipal Agreement described above (other
than to the extent that they relate solely to other Schedules or Equipment listed on other
Schedules) are hereby incorporated into this Schedule by reference and made a part
hereof.
Carlsbad Public Financing Authority, a
Joint Powers Authority formed between
the City of Carlsbad and the Carlsbad
Municipal Water District
By:
Name: /Claude'A. 'Lewis
Title:/Chairman
TEXTRON FINANCIAL CORPORATION
By:
Name: Lisa M. Ramsay
Title: SVP - Operations
Assumes all Rental Payments and additional payments due on and prior to that date haveljeen paid.
Schedule to Municipal Agreement
Revision Date: 02/05
3110022167- 1020540
EXHIBIT A
TO
SCHEDULE NO. 1020540
TO MUNICIPAL AGREEMENT
Dated JJ& /& 1
Equipment Location
Carlsbad Golf Course 1900 Palomar Oaks Way Carlsbad CA 92008
Supplier Name
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Supplier Address
281 Corporate Terrace
Corona CA 91719
281 Corporate Terrace
Corona CA 91 71 9
281 Corporate Terrace
Corona CA91719
281 Corporate Terrace
Corona CA91719
281 Corporate Terrace
Corona CA91719
281 Corporate Terrace
Corona CA 91719
281 Corporate Terrace
Corona CA 91 71 9
281 Corporate Terrace
Corona CA 91719
281 Corporate Terrace
Corona CA91719
281 Corporate Terrace
Equipment
1 CUSHMAN TURF
TRUCK 4WH DIESEL
S/N: 2488790
1 JACOBSEN LF3800
4WD TURBO
S/N: 6795001 750
1 JACOBSEN LF3800
4WD TURBO
S/N: 6795001 760
1 JACOBSEN G-PLEX III
S/N: FJ000364
1 KIOTI DK55 TRACTOR
S/N: F06800174
1 KIOTI DK55 TRACTOR
S/N:F06800166
1 JACOBSEN CUSHMAN
4800 HAULER
S/N: 251 871 3
1 JACOBSEN CUSHMAN
4800 HAULER
S/N: 2518714
1 JACOBSEN CUSHMAN
4800 HAULER
S/N: 2519693
1 JACOBSEN CUSHMAN
Accessories
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
f\
With accessories and atwcjlraents /J
Dated:Lessor Initials:Lessee Initials:
Exhibit A to the Schedule of MLA
3110022167-1020540
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Golf Ventures West
Corona CA 91 71 9
281 Corporate Terrace
Corona CA 91 71 9
281 Corporate Terrace
Corona CA 91 71 9
281 Corporate Terrace
Corona CA 91 71 9
281 Corporate Terrace
Corona CA 91719
281 Corporate Terrace
Corona CA 91 71 9
281 Corporate Terrace
Corona CA91719
281 Corporate Terrace
Corona CA91719
281 Corporate Terrace
Corona CA 91 71 9
281 Corporate Terrace
Corona CA 91 71 9
4800 HAULER
S/N: 2519695
1 JACOBSEN CUSHMAN
4800 HAULER
S/N: 251 9701
1 JACOBSEN CUSHMAN
4800 HAULER
S/N: 251 9946
1 JACOBSEN CUSHMAN
4800 HAULER
S/N: 251 9950
1 CUSHMAN DS-300
SPRAYER 300 GAL CAPA
S/N: 2452962
1 RYAN JR. SODCUTTER
W/HONDA 18" BLAD
S/N: 54494504497
1 CUSHMAN SPRAY
VEHICLE 28 HP DS1 75
S/N: 2393740
1 JACOBSEN TRIPLEX
REEL MOWER
S/N: EJ000475
1 CUSHMAN TURF
TRUCK 4WH DIESEL
S/N: 2472986
1 CUSHMAN TURF
TRUCK 4WH DIESEL
S/N. 2476282
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
With accessories and attachments
Dated:Lessor Initials:Lessee Initials:
Exhibit A to the Schedule of MLA
3110022167-1020540
03/22/2007 Pagel
Crossings at Carlsbad
Compound Period : Monthly
Nominal Annual Rate ..: 4.900
CASH FLOW DATA
Event Start Date
1 Loan 04/15/2007
2 Loan 04/15/2007
3 Payment 04/15/2007
AMORTIZATION SCHEDULE - Normal
Date Loan
Loan 04/15/2007 331,224.58
Loan 04/15/2007 175.00
1 04/15/2007
2 05/15/2007
3 06/15/2007
4 07/15/2007
5 08/15/2007
6 09/15/2007
7 10/15/2007
8 11/15/2007
9 12/15/2007
2007 Totals 331,399.58
10 01/15/2008
11 02/15/2008
12 03/15/2008
13 04/15/2008
14 05/15/2008
15 06/15/2008
16 07/15/2008
17 08/15/2008
18 09/15/2008
19 10/15/2008
20 11/15/2008
21 12/15/2008
2008 Totals 0.00
22 01/15/2009
23 02/15/2009
24 03/15/2009
25 04/15/2009
26 05/15/2009
27 06/15/2009
28 07/15/2009
29 08/15/2009
30 09/15/2009
31 10/15/2009
32 11/15/2009
33 12/15/2009
2009 Totals 0.00
Amount
331,224.58
175.00
6,213.38
Amortization
Payment
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
55,920.42
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
74,560.56
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
74,560.56
Number Period
1
1
60 Monthly
Interest
0.00
0.00
1,327.84
1,307.89
1,287.86
1,267.75
1,247.56
1,227.28
1,206.92
1,186.48
10,059.58
1,165.95
1,145.34
1,124.65
1,103.87
1,083.00
1,062.05
1,041.02
1,019.90
998.69
977.40
956.02
934.55
12,612.44
913.00
891.35
869.62
847.80
825.89
803.89
781.80
759.62
737.35
714.99
692.54
670.00
9,507.85
End Date
03/15/2012
Principal
0.00
6,213.38
4,885.54
4,905.49
4,925.52
4,945.63
4,965.82
4,986.10
5,006.46
5,026.90
45,860.84
5,047.43
5,068.04
5,088.73
5,109.51
5,130.38
5,151.33
5,172.36
5,193.48
5,214.69
5,235.98
5,257.36
5,278.83
61,948.12
5,300.38
5,322.03
5,343.76
5,365.58
5,387.49
5,409.49
5,431.58
5,453.76
5,476.03
5,498.39
5,520.84
5,543.38
65,052.71
Balance
331,224.58
331,399.58
325,186.20
320,300.66
315,395.17
310,469.65
305,524.02
300,558.20
295,572.10
290,565.64
285,538.74
280,491.31
275,423.27
270,334.54
265,225.03
260,094.65
254,943.32
249,770.96
244,577.48
239,362.79
234,126.81
228,869.45
223,590.62
218,290.24
212,968.21
207,624.45
202,258.87
196,871.38
191,461.89
186,030.31
180,576.55
175,100.52
169,602.13
164,081.29
158,537.91
03/22/2007 Page 2
Crossings at Carlsbad
Date
34 01/15/2010
35 02/15/2010
36 03/15/2010
37 04/15/2010
38 05/15/2010
39 06/15/2010
40 07/15/2010
41 08/15/2010
42 09/15/2010
43 10/15/2010
44 11/15/2010
45 12/15/2010
2010 Totals
46 01/15/2011
47 02/15/2011
48 03/15/2011
- 49 04/15/2011
50 05/15/2011
51 06/15/2011
52 07/15/2011
53 08/15/2011
54 09/15/2011
55 10/15/2011
56 11/15/2011
57 12/15/2011
2011 Totals
58 01/15/2012
59 02/15/2012
60 03/15/2012
2012 Totals
Loan Payment
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
0.00 74,560.56
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
6,213.38
0.00 74,560.56
6,213.38
6,213.38
6,213.38
0.00 18,640.14
Interest
647.36
624.64
601.81
578.90
555.89
532.79
509.60
486.31
462.92
439.44
415.86
392.19
6,247.71
368.42
344.55
320.59
296.53
272.36
248.11
223.75
199.29
174.73
150.07
125.32
100.46
2,824.18
75.50
50.43
25.53
151.46
Principal
5,566.02
5,588.74
5,611.57
5,634.48
5,657.49
5,680.59
5,703.78
5,727.07
5,750.46
5,773.94
5,797.52
5,821.19
68,312.85
5,844.96
5,868.83
5,892.79
5,916.85
5,941.02
5,965.27
5,989.63
6,014.09
6,038.65
6,063.31
6,088.06
6,112.92
71,736.38
6,137.88
6,162.95
6,187.85
18,488.68
Balance
152,971.89
147,383.15
141,771.58
136,137.10
130,479.61
124,799.02
119,095.24
113,368.17
107,617.71
101,843.77
96,046.25
90,225.06
84,380.10
78,511.27
72,618.48
66,701 .63
60,760.61
54,795.34
48,805.71
42,791.62
36,752.97
30,689.66
24,601.60
18,488.68
12,350.80
6,187.85
0.00
Grand Totals 331,399.58 372,802.80 41,403.22 331,399.58
CERTIFICATE OF ACCEPTANCE
The undersigned, as Lessee under the Municipal Agreement, dated and Schedule No.
1020540, dated t?/z/./»7(collectively, the "Schedule"), with TEXTRON FINANCIAL
CORPORATION ("Lessor"), certifies that as of , 20__:
1. The items of the Equipment identified in the Schedule (the "Equipment") have been
delivered and installed at the location(s) set forth therein and Lessee has conducted such
inspection and/or testing of the Equipment as it deems necessary and appropriate and
hereby acknowledges that it accepts the Equipment for all purposes as of the date of this
Certificate.
2. Lessor is authorized and directed to fund the acquisition of the Equipment by
paying the vendor(s) the amounts set forth on the attached invoices.
Carlsbad Public Financing Authority, a
Joint Powers Authority formed between
the City of Carlsbad and the Carlsbad
Munijejpal Water District
Chairman
Acceptance Certificate-Muni.doc
Revision Date: 01/05
3110022167- 1020540
OPINION OF COUNSEL
I, <J& n -€- /&jA?/ayhave examined the Municipal Agreement dated . I
understand that schedules will be added to the Municipal Agreement from time to time
and that the terms of the Municipal Agreement will be or have been incorporated by
reference into the schedules (collectively, the "Schedule(s)"). The governing body of
Carlsbad Public Financing Authority, a Joint Powers Authority formed between the City
of Carlsbad and the Carlsbad Municipal Water District (the "Lessee") has followed the
proper procedures to authorize on behalf of Lessee the execution and delivery of such
Municipal Agreement and Schedule(s). Based upon the foregoing examination and upon
an examination of the other documents and matters of law as I have deemed necessary or
appropriate, I am of the opinion that: (1) Lessee is a ^J f* /9~ duly organized and
legally existing as a political subdivision, municipal corporation or similar public entity
under the Constitution and laws of the State of California with full power and authority to
enter into the Municipal Agreement and the Schedule(s) thereto; (2) the Municipal
Agreement has been duly authorized, executed and delivered by Lessee, and the
Municipal Agreement constitutes a legal, valid and binding obligation of Lessee,
enforceable against Lessee in accordance with its respective terms, subject to any
applicable bankruptcy, insolvency, moratorium or other laws or equitable principles
affecting the enforcement of creditors' rights generally.
Respectfully submitted,
:orney for the Lessee
ALF3001650
Last Revision 03/06
3110022167-1020540
INCUMBENCY CERTIFICATE
I certify that I am the duly elected or appointed and acting Secretary/Clerk of Carlsbad
Public Financing Authority, a Joint Powers Authority formed between the City of Carlsbad and
the Carlsbad Municipal Water District, a organized under the laws of the State
of California, that I have custody of the records of such entity and that, as of the date hereof, the
individuals named below are the duly elected or appointed officers of the entity holding the
offices set forth opposite their respective names. I further certify that (i) the signatures set
opposite their respective names and titles are their true and authentic signatures, and (ii) the
officers have the authority on behalf of the entity to enter into Municipal Agreement, dated and
all Schedules thereto between Carlsbad Public Financing Authority, a Joint Powers Authority
formed between the City of Carlsbad and the Carlsbad Municip Water District and""pextron
Financial Corporation.
NAME
Claude A. Lewis
TITLE
Chairman
IN WITNESS WHEREOF, I have duly executed this Certificate and affixed the seal of
Carlsbad Public Financing Authority, a Joint Powers Authority formed between the City of
Carlsbad and the Carlsbad Municipal Water District hereto this tf™* day
[SEAL]
(Secrkary/Clerk)
(other than the person signing the documents)
.\\»t!""//.
I'lf l!
7592 - Incumbency Certificate
Revision Date: 01/OS
3110022167-1020540
"33
TEXTRON FINANCIAL
INSURANCE LETTER
TO: Customer
Name:
Insurance Co.
Phone#
Carlsbad Public Financing Authority, a Joint Powers Authority formed
between the City of Carlsbad and the Carlsbad Municipal Water District
Ins. Contact
To whom it may concern:
You have entered into a Master Loan and Security Agreement (the "Agreement") with Textron Financial
Corporation ("TFC") to finance the Equipment listed on the Schedule/Exhibit A to the Agreement and
included with this documentation package. The value of the Equipment $331,224.59.
Under the terms of Section 6 of the Agreement, you must provide insurance coverage for the Equipment.
Proof of coverage in the form of a certificate of insurance with the applicable criteria as shown below,
must be received by TFC upon your acceptance of the Equipment. If we have not received proof of
adequate insurance, TFC will purchase insurance covering the Equipment for TFC's benefit only
and at your expense. The monthly charge for this insurance will be added to your monthly invoice.
Please forward a certificate of insurance to TFC upon receipt of this request. Please include therein
the standard 30-day notice of cancellation or non-renewal clause. In no event shall the policy be
invalidated as against TFC or its assigns for any violation of any term of the policy of the customer's
application therefore.
Special Form Property Including Theft
Policy Number
Effective and Expiration Dates
Equipment description = ATIMA
Notice of Cancellation
Textron Financial as a Loss Payee
Deductible $10,000 or Less
TFC acct #: 3110022167-1020540
Please fax the initial certificate to: Textron Financial Corporation at 770-360-1407 Attn: HRH-
GEFD
All renewals and other correspondence needs to be sent to: Textron Financial Corporation, 275 West Natick Rd.,
Suite 1000, Warwick, RI 02886, attn: HRH-GEFD.
Thank you for your assistance in obtaining this coverage promptly. Do not hesitate to call us with any
questions.
Sincerely,
Textron Financial Corporation
Ins Letter (Muni) - US
Last Revision 5/06
3110022167-1020540
Exhibit 2
1 RESOLUTION NO. 31
2 A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE CARLSBAD PUBLIC FINANCING AUTHORITY
3 APPROVING A LEASE-PURCHASE AGREEMENT WITH
4 TEXTRON FINANCIAL CORPORATION FOR FINANCING
THE LEASE-PURCHASE OF THE GOLF COURSE
5 MAINTENANCE EQUIPMENT TO BE PURCHASED FROM
GOLF VENTURES WEST INCORPORATED.
6
7 WHEREAS, the Carlsbad Public Financing Authority, hereafter the "Authority",
8 has previously entered into a contract with Kemper Sports Management Incorporated
9
for the operation and maintenance of the Carlsbad City Golf Course Project, The
10
Crossings at Carlsbad Golf Course, hereafter referred to as the "Project";
11
WHEREAS, the Authority is purchasing golf course maintenance equipment for
12
the project and desires to lease-purchase this equipment; and
-1J
14 WHEREAS, the Authority has received three (3) proposals for the financing of
15 the lease-purchase of said equipment.
16 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
17 Carlsbad Public Financing Authority of the City of Carlsbad, California, as follows:
1 Q 1. That the above recitations are true and correct.
19
2. That a lease-purchase agreement with Textron Financial Corporation is
20
hereby approved and the President of the Board of Directors of the Authority is
21
authorized to execute said agreement on behalf of the Authority. Following the Board
23 President's execution of said agreement, the Board Secretary is hereby directed to
24 forward said agreement to Textron Financial Corporation, attention Jessica Weis or Lisa
25 Ramsay, 11575 Great Oaks Way, Suite 210, Alpharetta, GA 30022.
26
27
28
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2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad
Public Financing Authority held on the 3rd day of April, 2007, by the following vote:
AYES: Board Members Lewis, Kulchin, Hall, Packard
NOES: None
ABSENT: None
airman of the Board
ATTEST:
INE M. WOOD, Secretar^
(SEA