HomeMy WebLinkAbout2004 CON Ashford Capital - Lease Financing Fire TruckCITY OF NATIONAL CITY
INDEX TO LEGAL DOCUMENTS
BANK -QUALIFIED NON -ESCROW
Master Lease Agreement;
Exhibit A - Equipment Schedule No. 01;
Acceptance Certificate;
Payment Schedule;
Exhibit B-1 - Tax Agreement and Arbitrage Certificate;
Exhibit C - Resolution of Governing Body;
Exhibit D - Incumbency Certificate;
Exhibit E - Opinion of Counsel;
Exhibit F — Omitted Intentionally;
Exhibit G-1 Confirmation of Outside Insurance;
Exhibit G-2 Questionnaire for Self -Insurance to Lease and Addendum;
UCC Financing Statements with attached Schedule A;
Form 8038-G.
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SUNTRUST LEASING CORPORATION
MASTER LEASE AGREEMENT
LEASE NUMBER 2506
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of March 30,2004 is made and entered into by and between
SUNTRUST LEASING CORPORATION, a Virginia corporation, as lessor (the "Lessor"), and CITY OF NATIONAL CITY, a
political subdivision of the State of California, as lessee ("Lessee").
In consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND EXHIBITS
Section 1 1 Definitions The following terms have the meanings specified below.
"Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the
delivery, installation and acceptance of Equipment.
"Agreement" means this Master Lease Agreement and all Equipment Schedules hereto.
"Agreement Date" means the date first written above.
"Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time
thereunder.
"Equipment" means all items of property described in Equipment Schedules and subject to this Agreement.
"Equipment Group" means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group.
"Escrow. Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the
Escrow Agreement, if applicable.
"Escrow Agent" means N/A , a N/A banking corporation, and any successor escrow agent under the Escrow Agreement
"Escrow Agreement" means the Escrow Agreement, if applicable, substantially in the form of Exhibit F hereto, to be executed by Lessor,
Lessee and the Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4.
"Events of Default" means those events described in Section 12.1.
"Fiscal Year" means each 12-month fiscal period of Lessee.
"Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment
Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is
utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account.
"Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule.
"Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall
constitute a separate contract between Lessor and Lessee relating to such Equipment Group.
"Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule.
"Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section
3.1.
"Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment
therefrom of all expenses incurred in the collection thereof.
"Non -Appropriation" means the failure of Lessee, Lessee's goveming body, or, if applicable, the governmental entity from which Lessee
obtains its operating andlor .capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of all
of Lessee's obligations under this Agreement as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee
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from performing its obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental
Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years.
"Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule.
"Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule.
"Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule.
"Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount
for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such
Payment Date.
"Rental Payment" means each payment due from Lessee to Lessor on a Payment Date.
"Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor.
"State" means the state or commonwealth in which Lessee is situated.
"Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the
manufacture, delivery and/or installation of the Equipment.
Section 1 7 Exhibits
Fxhihit A• Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Exhibit R-1 • Form of Tax Agreement and Arbitrage Certificate.
Exhibit C-1 • Form of Resolution of the Governing Body of Lessee relating to each Lease.
Fxhihit D. Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease.
Fxhihit F• Form of Opinion of Independent Counsel to Lessee.
Fxhihit F• Omitted Intentionally.
Exhibit G-1 • Form of Confirmation of Outside Insurance.
Fxhihit Cr-7• Form of Questionnaire for Self -Insurance and Addendum to Equipment Schedule Relating to Self -Insurance.
ARTICLE II. LEASE OF EQUIPMENT
,Section 2 1 Acgnisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of
the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and
the desired, lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion,
determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule
relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease
any equipment to Lessee.
Section 2 2 Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment
made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement
by the Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor:
(a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with Exhibit A hereto; (c) a
resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the Equipment Group on the
terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B-1 (as applicable)
attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII'of this Agreement; (f)
Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee, evidence of
payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements naming Lessee
as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any; for any Equipment which is
part of such Equipment Group and is subject to certificate of title laws; (h) a completed and executed Form 8038-G or 8038-GC, as
applicable, or evidence of filing thereof with the Secretary of Treasury; (i) an opinion of counsel to the Lessee substantially in the form of
Exhibit E hereto, and (j) any other documents or items reasonably required by Lessor.
Section 7 3 !RASP' Possession and Use Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each
Equipment Group during the related Lease Term, except as expressly set forth in this Agreement.
Section 2.4. Escrow Procedure If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account:
(a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an
Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group
into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which
shall be repaid by the Rental Payments due under the related Lease.
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ARTICLE III. TERM
Section 3.1. Term. This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under Section 3.2 or (b)
termination under Section 12.2; provided, however no Equipment Schedules shall be executed after any Non -Appropriation or Event of
Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending
as provided in Section 3.5.
Section 3 ? Termination by Lessee In the sole event ofNon-Appropriation, this Agreement and each Lease hereunder shall terminate, in
whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the manner
and subject to the terms specified in this Article. Lessee may effect such termination by giving Lessor a written notice of termination and by
paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of its then current
Fiscal Year. Lessee shall endeavor to give notice of such termination not less than ninety (90) days prior to the end of the Fiscal Year for
which appropriations were made, and shall notify Lessor of any anticipated termination. In the event of termination of this Agreement as
provided in this Section, Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3.
Section 3 1 Effect of Termination Upon termination of this Agreement as provided in Section 3.2, Lessee shall not be responsible for
the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions
received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for the
' payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have come due if this Agreement had
not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and for
any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required.
Sertinn 1 4 Non-snhstitution If this Agreement is terminated by Lessee in accordance with Section 3.2, to the extent permitted by State
law, Lessee agrees not to purchase, lease, rent, borrow, seek appropriations for, acquire or otherwise receive the benefits of any personal
property to perform the same functions as, or functions taking the place of, those performed by any of the Equipment, and agrees not to
permit such functions to be performed by its own employees or by any agency or entity affiliated with or hired by Lessee, for a period of
one year following such termination; provided, however, these restrictions shall not be applicable in the event the Equipment shall be sold
by Lessor and the amount received from such sale, less all costs of such sale, is sufficient to pay the then applicable Prepayment Prices
relating thereto as setforth in the Equipment Schedules; or to the extent the application of these restrictions is unlawful and would affect the
validity of this Agreement.
Section 3 5 Termination of Lease Terre. The Lease Term with respect to any Lease will terminate upon the occurrence of the first of the
following events: (a) the termination of this Agreement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment Price
by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's election to terminate such Lease -pursuant to Article XII; or
(d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease.
ARTICLE IV. RENTAL PAYMENTS
Section 4.1. Rental Payments. The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A
portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each lease, and the first Rental Payment will
include Interest accruing from the Funding Date. .Lessor is authorized to insert the due date of the first Rental Payment in the Payment
Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at
such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental
Payments with lawful money of the United States of America from moneys legally available therefor.
Section 4 2 Current Expense The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a
Lease Term, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the
meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other
than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the
Equipment) to the payment of any Rental Payment or other amount coming due hereunder.
Section 4 3 Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional.
Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not
withhold any of these payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or counterclaim
against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through
accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of
possession of the Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it
by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent
domain.
ARTICLE V. OPTION TO PREPAY
Section 5 1 Option to Prepay Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment Schedule,
provided there has been no Non -Appropriation or Event of Default.
Section 5 2. Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days prior
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to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all
Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment
Date on which the option shall be effective) and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that
all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of exercise of shall be void and the related Lease
shall continue in full force and effect.
Section 5.3. Release of Lessor's Interest Upon receipt of the Prepayment Price in good funds with respect to any Equipment Group, the
Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE
IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment
Group shall not be subject to any hen or encumbrance created by or arising through Lessor.
ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 6.1 Representations and Warranties of Less Lessee represents and warrants as of the Agreement Date and as of each Lease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing
under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement,
each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each
Lease.
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
goveming body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement, each
Lease and the acquisition and fmancing of the Equipment by Lessee.
(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of
Lessee, enforceable against Lessee in accordance with their respective terms.
(d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law
or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body
applicable to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any
note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound.
(e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority
to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the
enforceability of this Agreement or any Lease.
(f) No lease, rental agreement, lease -purchase agreement, payment agreement or contract for purchase to which Lessee has been a
party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee
has issued during the past ten (10) years.
(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and payable
during such current Fiscal Year.
(h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected
to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease Term and to
pay all Rental Payments relating thereto.
Section 6 2. Covenants of Lessee Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain
unpaid:
(a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or
regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits andlicenses
necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,
value or use of such Equipment.
(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such
access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to.
perform its obligations hereunder.
(c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or
other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly,
at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim.
(d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available to secure the appropriation of
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money for such Fiscal Year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental
Payments is a governmental function which Lessee cannot contractually commit itself in advance to perform. Lessee acknowledges that this
Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make all
Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continuedutilization of the Equipment in the
performance of its essential functions during the applicable Lease Terms.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than the Equipment, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or
any fund other than Lessee's general purpose fund.
(f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriation for the
ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may
be reasonably requested by Lessor.
(g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such
further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
,Section 6 3 Tax Related Representations, Warranties and Covenants
(a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect to each Lease, Lessee makes
each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect
to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement.
(b) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably
determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any
Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with
respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal,
state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after-tax yield (assuming tax at the
highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield rate) on
the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding
Payment Date such amount as will maintain such after-tax yield to Lessor.
ARTICLE VII. INSURANCE AND RISK OF LOSS
Section 7 1 liability and Property Insurance Lessee shall, at its own expense, procure and maintain continuously in effect during each
Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to
the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than $1,000,000 per
occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor may require,
including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the
Equipment or the applicable Prepayment Price of each Equipment Group.
Section 7 2 Workers' Compensation insurance If required by State law, Lessee shall carry workers' compensation insurance covering
all employees on, in, near or about the Equipment, and upon request, shall fumish to Lessor certificates evidencing such coverage
throughout the Lease Term.
Section 7.3 insurance Requirements,
(a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies
acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written
notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its
assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall
include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to the delivery of Equipment, Lessee shall
deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of
all renewals or replacements thereof.
(b) Self Insurance. With Lessor's prior consent, Lessee may self -insure the Equipment by means of an adequate insurance fund set
aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
(c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
insurance in the form of Exhibit G-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self -
Insurance and Addendum to Equipment Schedule Relating to Self -Insurance in the form of Exhibit G-2 attached hereto, as applicable.
Section 7 4 Risk of Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or
death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees
to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable
attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to,
(a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease,
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possession, maintenance, use, condition, retum or operation of the Equipment, (c) the condition of the Equipment sold or otherwise
disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its
covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the
Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or
judicial decisions of any state or the United States. This provision shall survive the termination of this. Agreement.
Section 7 5 Destruction of Equipment Lessee shall provide a complete written report to Lessor immediately upon any loss, theft,
damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair
("Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with
equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time
of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall be
substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable
Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of
which course of action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss occurrence, (a)
Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the
Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may,
at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net
Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee'
obligation under this Section.
ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE
Seetinn R 1 Maintenance of Equipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and
shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain
the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition
including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and Liens. All such
replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the
Equipment and as such, shall be subject to the terms of this Agreement.
Section R 2 Taxes Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments
or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor, except as expressly limited by
this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the
Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit,
capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a
substitute for any tax, assessment or charge which is the obligation of Lessee under this Section.
Section S 3 Advances If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such
failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of
18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment.
ARTICLE IX. TITLE
,Section 9.1. Title During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and
_ modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own
the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not
been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the Lessee
or the Lessee's operation, use, storage or maintenance of the Equipment.
Section 9.2 Security interest Lessee hereby grants to Lessor a continuing, first priority security interest in and to the Equipment, all
repairs, replacements, substitutions and modifications thereto and all proceeds thereof and in the Escrow Account (if any) in order to secure
Lessee's payment of all Rental Payments and the performance of all other obligations. Lessee hereby authorizes Lessor to prepare and file
such financing statements and other such documents to establish and maintain Lessor's valid first lien and perfected security interest.
Lessee will join with Lessor in executing such documents and will perform such acts as Lessor may request to establish and maintain
Lessor's valid first lien and perfected security interest. If requested by Lessor, Lessee shall obtain a landlord and/or mortgagee's consent and
waiver with respect to the Equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment, and maintain such markings
during the Lease Term, to clearly disclose Lessor's security interest in the Equipment. Upon termination of a Lease through exercise of
Lessee's option to prepay pursuant to Article V or through payment by Lessee of all Rental Payments and other amounts due with respect to
an Equipment Group, Lessor's security interest in such Equipment Group shall terminate, and Lessor shall execute and deliver to Lessee
such documents as Lessee may reasonably request to evidence the termination of Lessor's security interest in such Equipment Group.
Section 9 3. Modification of Fquipment Lessee will not, without the prior written consent of Lessor, affix or install any accessory
equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the
3/17/2004:BQ-NESC.DOC/rev.5/00/cic
7
Equipment.
SPction 9 4 Personal Property The Equipment is and shall at all times be and remain personal property and not fixtures.
ARTICLE X. WARRANTIES
Section 10.1 Selection of Equipment Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no
responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by
Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales
representative to manufacture, deliver or install any Equipment for use by Lessee.
Section 10 2 Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in all
Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group, and
Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no
obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
,Section 10 3 Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN,
CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER OF
THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE
DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT -ABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE XI. ASSIGNMENT AND SUBLEASING
,Section 11.1. Assignment by Lessor Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest
in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's
interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such assignment shall
be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented with a notice of
assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a
complete and accurate record of all such assignments.
,Section 11.2. Assignment and Subleasing by Lessee Neither this Agreement nor any Lease or any Equipment may be' assigned,
subleased, sold, transferred, pledged or mortgaged by Lessee.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES
,Section 12.1. Events of Default Definelt. The occurrence of any of the following events shall constitute an Event of Default under this
Agreement and each Lease:
(a) Lessee's failure to pay, within ten (10) days following the due date thereof, any Rental Payment or other amount required to be
paid to Lessor (other than by reason of Non -Appropriation).
(b) Lessee's failure to maintain insurance as required by Article VII.
(c) With the exception of the above clauses (a) & (b), Lessees failure to perform or abide by any condition, agreement or covenant for
a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor
shall agree in writing to an extension of time prior to its expiration.
(d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect
upon execution of this Agreement or any Equipment Schedule.
(e) The occurrence of an Event of Taxability.
(f) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or
attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for
the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent
jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee.
Section 12 2 Remedies on Default. Upon the occurrence of any Event of Default, Lessor shall have the right, at its option and without
any further demand or notice to one or more or all of the following remedies:
(a) Lessor, with or without terminating this Agreement or any Lease, may declare all Rental Payments immediately due and payable
by Lessee, whereupon such Rental Payments shall be immediately due and payable.
(b) Lessor, with or without terminating this Agreement or any Lease, may repossess any or all of the Equipment by giving Lessee
written notice to deliver such Equipment in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days
after receipt of such notice, Lessor may enter upon Lessee's premises where such Equipment is kept and take possession of such Equipment
and charge Lessee for costs incurred, including reasonable attorneys' fees. Lessee hereby expressly waives any damages occasioned by
such repossession. If the Equipment or any portion has been destroyed, Lessee shall pay the applicable Prepayment Price of the destroyed
8
3/17/2004:BQ-NESCDOC/rev.5/00/cic
Equipment as set forth in the related Payment Schedule. Regardless of the fact that Lessor has taken possession of the Equipment, Lessee
shall continue to be responsible for the Rental Payments due during the Fiscal Year.
(c) If Lessor terminates this Agreement and/or any Lease and, in its discretion, takes possession and disposes of any or all of the
Equipment, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: (i) all costs (including,
but not limited to, attorneys' fees) incurred in securing possession of the Equipment (ii) all expenses incurred m completing the disposition;
(iii) any sales or transfer taxes; (iv) the applicable Prepayment Prices of the Equipment Groups; and (v) the balance of any Rental Payments
owed by Lessee during the Fiscal Year then in effect. Any disposition proceeds remaining after the requirements of Clauses (i), (ii), (iii),
(iv) and (v) have been met shall be paid to Lessee.
(d) Lessor may take any other remedy available, at law or in equity, with respect to such Event of Default, including those requiring
Lessee to perform any of its obligations or to pay any moneys due and payable to Lessor and Lessee shall pay the reasonable attorneys' fees
and expenses incurred by Lessor in enforcing any remedy hereunder.
(e) Each of the foregoing remedies is cumulative and may be enforced separately or concurrently.
Serfion 12,1 Return of Equipment. Release of lessee's Interest Upon termination of any Lease prior to the payment of all related
Rental Payments or the applicable Prepayment Price (whether as result of Non -Appropriation or Event of Default), Lessee shall, within ten
(10) days after such termination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the
condition required by Article VIII; (b) if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled,
disassembled and crated by an authorized manufacturer's representative or such other service person as is satisfactory to Lessor; and (c)
return such Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. If Lessee refuses to return such
Equipment in the manner designated, Lessor may repossess the Equipment without demand or notice and without court order or legal
process and charge Lessee the costs of such repossession. Upon termination of this Agreement in accordance with Article III or Article Xll
hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and unencumbered legal title and ownership of the
Equipment shall pass to Lessor. Lessee shall have no further interest therein. Lessee shall execute and deliver to Lessor such documents as
Lessor may request to evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equipment.
Section 17 4 Tate Charge Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder
which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is
only applicable to the extent it does not affect the validity of this Agreement.
ARTICLE XIII. MISCELLANEOUS PROVISIONS
Section 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address
specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time to time.
Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with
postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1.
Section 11 7 Binding Effect This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor and
Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lease.
Section 11 1. Severahility In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court
of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof
Section 11 4 Entire Agreement._Amendments This Agreement constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed
and delivered by Lessor and Lessee.
Section 11 5 Captions The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 11 6 Further Assurances and Corrective Tnstrnments Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or
for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or
supplements thereto as may be reasonably required for correcting any inadequate description of the Equipment hereby leased or intended so
to be, or for otherwise carrying out the expressed intention of this Agreement
Serfion 11 7 Governino Taw This Agreement shall be governed by and construed in accordance with the laws of the State.
Sertion 11 8 Usury It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease
hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum
amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal
remains; refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of Interest
shall be spread through the applicable Lease Term so that the Interest is uniform through such term.
,Section 119 Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in
3/17/2004:BQ-NBSC.DOC/rev.5/00/cic
no way be construed to be a waiver of such provision.
CPrfon 1310 Waiver of .Ivry Trial Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
to, in connection with or arising out of this Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
3/17/2004;BQ-NESC.DOChev.5/00/cic
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 2506
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and
Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
CITY OF NATIONAL CITY,
Lessee
By.
Name: Nick Inzunza
Title: Mayor
Date. February 17, 2004
Address: 1243 National City Blvd
National City CA 91950
Telephone: 619-336-4332
Facsimile:
3/172004:BQ-NESC.DOC/rev.5/00/cic
SUNTRUST LE SING CORPORATION,
Lessor
By. 1L(t'
Name: Michael (rowers
Title: Secretary
Date
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 410/307-6644
Facsimile: 410/307-6702
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or Copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
EXHIBIT A
EQUIPMENT SCHEDULE NO. 01
TO LEASE NO. 2506
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as March
30,2004 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee
hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non -
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule
and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
FQTTTPMFNT GROTTP
The cost of the Equipment Group to be funded by Lessee under this Lease is Two Hundred Seventy Nine Thousand Nine
Hundred Ninety Five Dollars and 91/100 ($279,995.91) (the "Acquisition Cost"). The Equipment Group consists of the following
Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below:
New Fire Truck
The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any
portion thereof during the Lease Term, Lessee will provide written notice to Lessor:
1243 National City Blvd, National City CA 91950
CITY OF NATIONAL CITY, SUNTRUST LEASING CORPORATION,
Lessee Lessor
By:
Name: Nick I
Title: Mayor
Date: February 17, 2004
Address: 1243 National City Blvd,
National City CA 91950
Telephone: 619-336-4332
Facsimile:
3t17/2004:BQ-NESC DOC/rev.5/00/ckc
By:
Name: Michael J.'Powers
Title: Secretary
Date.
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 410/307-6644
Facsimile: 410/307-6702
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
Lease No.: 2506
Equipment Schedule: 01
ACCEPTANCE CERTIFICATE
I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to
the above referenced Equipment Schedule and Lease, that:
1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good
working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below:
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b)
Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment
thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c)
financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title
application, if any, for any Equipment which is subject to certificate of title laws.
3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule
attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in
payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be
available to make all Rental Payments due in subsequent Fiscal Years.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment
by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the
event such invoice prices have been previously paid by Lessee.
5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in
the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the
Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations
under the Lease. [CHECK BOX IF APPLICABLE.]
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
CITY OF NATIONAL CITY,
Lessee
By:
Name: Nick Inzunz
Title: Mayor
Date• FPhrtia
Lease Number: 2506
Equipment Schedule: 01
PAYMENT SCRFMTA,F.
The Funding Date with respect to the above referenced Equipment Group shall be March 30,2004. The Annual Interest Rate
applicable to the Equipment Group shall be 2.93%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth
below for a term of 5 years. The first Rental Payment is due on March 30, 2004 and subsequent payments are due monthly on like date
thereafter.
Payment Payment Total Interest Principal Prepayment
Number Date Payment Component Component Price*
1 03/30/04 5,009.63 0.00 5,009.63 288,735.59
2 04/30/04 5,009.63 670.29 4,339.34 284,179.29
3 05/30/04 5,009.63 659.72 4,349.91 279,611.88
4 06/30/04 5,009.63 649.11 4,360.52 275,033.34
5 07/30/04 5,009.63 638.48 4,371.15 270,443.63
6 08/30/04 5,009.63 627.83 4,381.80 265,842.74
7 09/30/04 5,009.63 617.15 4,392.48 261,230.63
8 10/30/04 5,009.63 606.44 4,403.19 256,607.28
9 11/30/04 5,009.63 595.71 4,413.92 251,972.67
10 12/30/04 5,009.63 584.95 4,424.68 247,326.75
11 01/30/05 5,009.63 574.16 4,435.47 242,669.51
12 02/28/05 5,009.63 563.35 4,446.28 238,000.92
13 03/30/05 5,009.63 552.51 4,457.12 233,320.94
14 04/30/05 5,009.63 541.65 4,467.98 228,629.56
15 05/30/05 5,009.63 530.76 4,478.87 223,926.75
16 06/30/05 5,009.63 519.84 4,489.79 219,212.47
17 07/30/05 5,009.63 508.90 4,500.73 214,486.70
18 08/30/05 5,009.63 497.93 4,511.70 209,749.42
19 09/30/05 5,009.63 486.93 4,522.70 205,000.58
20 10/30/05 5,009.63 475.90 4,533.73 200,240.17
21 11/30/05 5,009.63 464.85 4,544.78 195,468.15
22 12/30/05 5,009.63 453.78 4,555.85 190,684.50
23 01/30/06 5,009.63 442.67 4,566.96 185,889.20
24 02/28/06 5,009.63 431.54 4,578.09 181,082.20
25 03/30/06 5,009.63 420.38 4,589.25 176,263.49
26 04/30/06 5,009.63 409.19 4,600.44 171,433.03
27 05/30/06 5,009.63 397.98 4,611.65 166,590.80
28 06/30/06 5,009.63 386.74 4,622.89 161,736.76
29 07/30/06 5,009.63 375.47 4,634.16 156,870.89
30 08/30/06 5,009.63 364.17 4,645.46 151,993.16
31 09/30/06 5,009.63 352.85 4,656.78 147,103.54
32 10/30/06 5,009.63 341.50 4,668.13 142,202.00
33 11/30/06 5,009.63 330.12 4,679.51 137,288.52
34 12/30/06 5,009.63 318.71 4,690.92 132,363.05
35 01/30/07 5,009.63 307.28 4,702.35 127,425.59
36 02/28/07 5,009.63 295.82 4,713.81 122,476.08
37 03/30/07 5,009.63 284.33 4,725.30 117,514.52
38 04/30/07 5,009.63 272.81 4,736.82 112,540.86
39 05/30/07 5,009.63 261.26 4,748.37 107,555.07
4/52004:BQ-NESC.DOChev.5/00/cic
Payment Payment Total Interest Principal Prepayment
Number Date Payment Component Component Price
40 06/30/07 5,009.63 249.69 4,759.94 102,557.13
41 07/30/07 5,009.63 238.08 4,771.55 97,547.01
42 08/30/07 5,009.63 226.45 4,783.18 92,524.67
43 09/30/07 5,009.63 214.79 4,794.84 87,490.08
44 10/30/07 5,009.63 203.11 4,806.52 82,443.24
45 11/30/07 5,009.63 191.39 4,818.24 77,384.09
46 12/30/07 5,009.63 179.65 4,829.98 72,312.61
47 01/30/08 5,009.63 167.87 4,841.76 67,228.76
48 02/29/08 5,009.63 156.07 4,853.56 62,132.52
49 03/30/08 5,009.63 144.24 4,865.39 57,023.86
50 04/30/08 5,009.63 132.38 4,877.25 51,902.75
51 05/30/08 5,009.63 120.49 4,889.14 46,769.15
52 06/30/08 5,009.63 108.57 4,901.06 41,623.04
53 07/30/08 5,009.63 96.63 4,913.00 36,464.39
54 08/30/08 5,009.63 84.65 4,924.98 31,293.16
55 09/30/08 5,009.63 72.65 4,936.98 26,109.33
56 10/30/08 5,009.63 60.61 4,949.02 20,912.86
57 11/30/08 5,009.63 48.55 4,961.08 15,703.73
58 12/30/08 5,009.63 36.46 4,973.17 10,481.90
59 01/30/09 5,009.63 24.33 4,985.30 5,247.33
60 02/28/09 5,009.63 12.17 4,997.46 0.00
Grand Totals 300,577.80 20,581.89 279,995.91
* After payment of Rental Payment due on such date.
4/5/2004:BQ-NESCDOC/rev.5/00/c1c
2
CITY OF NATIONAL, CITY,
Lessee
By:
Name: Nick Inzunza
Title: Mayor /
Date. `f /4t? ti
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. lonly,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
EXHIBIT. B-1
[Non -Escrow] Lease Number: 2506
Equipment Schedule: 01
TAX AGREEMENT AND ARBITRAGE CFRTTFICATF.
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF NATIONAL CITY
("Lessee") in favor of SUNTRUST LEASING CORPORATION ("Lessor") in connection with that certain Master Lease Agreement
dated as of March 30,2004 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defined herein
shall have the meanings assigned to them in the Agreement.
Section 1 In General.
1.1 This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents
executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents,
Lessor shall apply Two Hundred Seventy Nine Thousand Nine Hundred Ninety Five Dollars and 91/100 ($279,995.91) (the
"Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as
set forth in the Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing
and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
Documents, a copy of which has been delivered to Lessor.
1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping
and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment
Schedule. The Principal Amount will be disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to
acquire the Equipment.
1.4 Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the
Equipment under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in
accordance with Section 149(e) of the Intemal Revenue Code of 1986, as amended (the "Code").
1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax-exempt obligations
(including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lease as a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any,
will not designate more than $10,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year.
Section 9 Non-Arhitrn Certifications
2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or
an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the
payment of the Rental Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially
the same claim to be paid out of substantially the same source of funds as, the Financing Documents.
2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended
to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessorfrom Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at date which is earlier than
the final Payment Date under the Financing Documents.
Section 1 Disbursement of Funds: Reimbursement to T,essee
3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or
manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for
acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3/ 17/2004:BQ-NESC.DOC/rev.5/00/cIc
16
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the
following conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a
portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the
Declaration of Official Intent;
(b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the
expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly
chargeable to a capital account under general federal income tax principles; and
(d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an
artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
requirements.
,Section 4. T1se and Investment of Funds. Temporary Period.
4.1. Lessee has incurred or will incur, within six months from the date of issuance of the Financing Documents, binding obligations to
pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not
binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with
due diligence to the date of final acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of
four (4) years or more.
4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount to the Internal
Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the
records required by and otherwise comply with the regulations applicable thereto.
(b)Lessee reasonably expects to cause the Equipment to be acquired and placed in service within one (1) month of the date of issuance of
the Financing Documents. If the entire Principal Amount has not been expended on the Equipment by the date that is the six-month
anniversary of the issuance of the Financing Documents, Lessee will provide evidence to Lessor that the rebate amount has been
calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of
Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of
Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above.
Section 5 No Private Use. No Consumer Loan.
5.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more
than ten (10%) of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than
ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property
used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in
respect of property or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five percent (5%) of the Principal Amount plus interest eamed thereon is secured by Private Business
Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used
for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal
Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess
Private Use Portion is related. For purposes of this paragraph 5.1, "Private Business Use" means use of bond proceeds or bond financed -
property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a
natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.
5.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
,Section 6. No Federal Guarantee
6.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part,
by the United States or an agency or instrumentality thereof.
6.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of
which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or
3/1 7/2004:BQ-NESC.DOC/rev.5/00/cIc
17
indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
,Section 7 Miscellaneous.
7.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
7.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five years' after payment in full under the Financing Documents.
7.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other
facts, estimates or circumstances that would materially change the expectations expressed herein.
IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of March
30,2004.
CITY OF NATIONA CITY,
Lessee
By:
Name: Nick Inzunza
Title:. Mayor
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Couunercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. lonly,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
3/17/2004: EQ-NESC.DOC/rev.5/00/cic
[Non -Escrow]
RESOLUTION OF GOVERNING BODY
EXHIBIT C
Lease Number: 2506
Equipment Schedule: 01
At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open
meeting laws, on the 17hlay of February , 2004 , the following resolution was introduced and adopted:
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT,
EQUIPMENT SCHEDULE NO. 01 AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN
CONNECTION THEREWITH.
WHEREAS, the governing body of CITY OF NATIONAL CITY ("Lessee") desires to obtain certain equipment (the "Equipment")
described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST LEASING
CORPORATION, the form of which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be applied to the acquisition of the Equipment in accordance with such Lease;
and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the
acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION substantially in the form
presented to this meeting:
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS:
,Section 1 It is hereby found and determined that the terms of the Lease in the form presented to this meeting and incorporated in this
resolution are in the best interests of Lessee for the acquisition of the Equipment.
Section 7 The Lease and the acquisition and financing of the Equipment under the terms and conditions as described in the Lease are
hereby approved. The Mayor of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be,
and each of them hereby is, authorized to execute, acknowledge and deliver the Lease with any changes, insertions and omissions therein
as may be approved by the officers who execute the Lease, such approval to be conclusively evidenced by such execution and delivery of
the Lease. The Mayor of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is,
authorized to affix the official seal of Lessee to the Lease and attest the same.
Section 3 The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers,
instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things
necessary or proper for carrying out this resolution and the Lease.
Section 4 Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically
designates the Lease as a "qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code.
The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and
further certifies that the Lease executed on behalf of Lessee is the same as presented at such meeting of the governing body of Lessee,
excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same.
Date: February 17, 2004
3/17/2004:BQ-NESC.DOC/rev.5/00/cic
19
CITY OF NATIO
Lessee
By Nick Tn7nn7
(Signature of Secretary, Board Chairman or
other member of the Governing Body)
Name• Nick Inzunza
Title. Mayor
Attested By:
(Signature of one additional person who
RESOLUTION NO. 2004 — 21
RESOLUTION OF. THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE AN
AGREEMENT WITH ASHFORD CAPITAL CORPORATION
FOR LEASE FINANCING FOR THE PURCHASE OF A
TRIPLE COMBINATION PUMPER FOR THE FIRE DEPARTMENT
WHEREAS, in conjunction with the Purchasing Agent's purchase of a Triple
Combination Pumper from South Coast Fire Equipment for the Fire Department, the Finance
Department has received proposals from six different lease financing vendors; and
WHEREAS, after reviewing all proposals, staff recommends Ashford Capital
Corporation because of it offers the lowest interest rate, financing commitments and delivery
requirements.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the Mayor to execute a lease financing agreement with Ashford
Capital Corporation for the purchase of a Triple Combination Pumper from South Coast Fire
Equipment for the Fire Department.
PASSED and ADOPTED this 17th day of February, 2004.
ATTEST:
Mich el R. Della, City Clerk
APPROVED AS TO FORM:
George H. Eiser, III
City Attorney
CERTIFIED TO BE A
TRUE AND CORRECT COPY
OF THE O0tIDOCUMENT
Michael R. Dana, Qfty Clerk
City of National City
EXHIBIT "C"
Page 1
Passed and adopted by the Council of the City of National City, California, on February 17,
2004, by the following vote, to -wit:
Ayes: Councilmembers Inzunza, Natividad, Parra, Ungab.
Nays: None.
Absent: Councilmember Morrison.
Abstain: None.
AUTHENTICATED BY: NICK INZUNZA
Mayor of the City of National City, Califomia
MICHAEL R. DALLA
City Clerk of the City of National City, California
By:
Deputy
I HEREBY CERTIFY that the above andforegoing is a full, true and correct copy of
RESOLUTION NO. 2004-21 of the City of National City, California, passed and adopted by the
Council of said City on February 17, 2004.
C9erk of the City of ation
By:
Deputy
EXHIBIT "C"
Page 2
City al City, California
can witness the passage of this Resolution)
Name. Michael R Dana
Title. City Clerk
3/17/2004:BQ-NESC.DOC/rev.5/00/cic
EXHIBIT D
Lease No.: 2506
Equipment Schedule: 01
INCTTMRFNCY CFRTTFICATF
I do hereby certify that I am the duly elected or appointed and acting Mayor of CITY OF NATIONAL CITY, a political
subdivision duly organized and existing 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 such 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)
such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of March 30,2004
between such entity and SUNTRUST LEASING CORPORATION.
NAMF TTTT,F
Nick InTrn7a Mayor
IN WITNESS WHEREOF, I have duly executed this certificate as of this day of
By: A
Name: Michael R Dalla
Title: Board Secretary or Clerk
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. lonly,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
3/17/2004:DQ-NESC.DOC.kev.5/00k!c
EXHIBIT E
[LETTERHEAD OF LESSEE'S COUNSEL]
[DATE OF LEASE]
SunTrust Leasing Corporation
29 W. Susquehanna Avenue, Suite 400
Towson, Maryland 21204
Re: Master Lease Agreement dated as of March 30,2004 (the "Agreement") by and between SUNTRUST LEASING
CORPORATION ("Lessor") and CITY OF NATIONAL CITY ("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity
have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 01 executed pursuant thereto (together with the
Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the
Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that
1. Lessee is a political subdivision of the State of Califomia (the "State") within the meaning of Section 103(c) of the
Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations
thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding
obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency and
other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
4. The authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated
thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and
regulations of the State.
5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not
and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness
which may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or
governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter
into the Lease, the proper authorization and/or execution of the Lease or the documents contemplated thereby, the appropriation of moneys
to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations
under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is
threatened.
7. The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State.
8. Resolution No. of the goveming body of Lessee was duly and validly adopted by such goveming body on
, and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect.
This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with
regard to matters specifically set forth herein.
Very truly yours,
(type name and title under signature)
3/ 17/2004:BQ-NESC.DOC/rev.5/00/cic
City of National City
Office of the City Attorney
1243 National City Boulevard, National City, CA 91950-4301
George H. Eiser, III • City Attorney
(619) 336-4220 Fax (619) 336-4327 TDD (619) 336-1615
March 30, 2004
SunTrust Leasing Corporation
29 West Susquehanna Avenue Suite 400
Towson, Maryland 21204-5215
Re: Master Lease Agreement dated as of March 30, 2004 (the "Agreement") by and between
SUNTRUST LEASING CORPORATION ("Lessor") and CITY OF NATIONAL CITY
("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement described above and various
related matters, and in this capacity have reviewed a duplicate original or certified copy thereof
and Equipment Schedule No. 01 executed pursuant thereto (together with the Agreement, the
"Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings
assigned to them in the Lease. Based upon the examination of these and such other documents
as we have deemed relevant, it is our opinion that:
1. Lessee is a political subdivision of the State of California (the "State") within the
meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended,
and is duly organized, existing and operating under the Constitution and laws of
the State.
2. Lessee is authorized and has the power under applicable law to enter into the
Lease, and to carry out its obligations thereunder and the transactions
contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of
Lessee, and is a legal, valid and binding obligation of Lessee enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency and other similar laws affecting the enforcement of
creditor's rights generally and by general equitable principles.
4. The authorization and execution of the Lease and all other proceedings of Lessee
relating to the transactions contemplated thereby have been performed in
accordance with all applicable open meeting, public records, public bidding and
all other laws, rules and regulations of the State.
® Recycled Paper
SunTrust Leasing Corporation
March 30, 2004
Page Two
5. The execution of the Lease and the appropriation of moneys to pay the Rental
Payments coming due thereunder do not and will not result in the violation of any
constitutional, statutory or other limitation relating to the manner, form or amount
of indebtedness which may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court,
administrative agency, arbitrator or governmental body that challenges the
organization or existence of Lessee, the authority of Lessee or its officers or its
employees to enter into the Lease, the proper authorization and/or execution of the
Lease or the documents contemplated thereby, the appropriation of moneys to
make Rental Payments under the Lease for the current Fiscal Year of Lessee, or
the ability of Lessee otherwise to perform its obligations under the Lease and the
transactions contemplated thereby. To the best of our knowledge, no such
litigation, action, suit or proceeding is threatened.
7. The Equipment is personal property, and when used by Lessee will not be or
become fixtures under the laws of the State.
8. Resolution No. 2004-21 of the governing body of Lessee was duly and validly
adopted by such governing body on February 17, 2004, and such resolution has
not been amended, modified, supplemented or repealed and remains in full force
and effect.
This opinion may be relied upon by the addressee hereof and its successors and assignees of
interests in the Lease, but only with regard to matters specifically set forth herein.
Very truly yours,
GEORGE H. EISER, III
City Attorney
EXHIBIT G-1
Lease No.: 2506
Equipment Schedule: 01
DATE:
TO:
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
CITY OF NATIONAL CITY has entered into a Master Lease Agreement dated as of March 30,2004 with SUNTRUST
LEASING CORPORATION. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above
to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss
Payable Clause naming SunTrust Leasing Corporation and/or its assigns as Loss Payee.
The Coverage Required is $279,995.91
b. Public Liability Insurance evidenced by a Certificate of Insurance naming SunTrust Leasing Corporation and/or its
assigns as Additional Insured.
The following minimum coverage is required:
Liability: $ 500,000.00 per person
Liability - Bodily Injury: $1,000,000.00 aggregate
Liability Property Damage: $1,000,000.00 property damage liability
PROPERTY: Fire Truck
LOCATION: 1243 National City Blvd
National City CA 91950
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SunTrust Leasing Corporation, 29
West Susquehanna Avenue, Suite 400, Towson, Maryland 21204.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
CITY OF N Ip 4L (CITY
By:
Name: Nic
Title: Mayor
Date: February 17, 2004
3/I7/2004:BQ-NESC.DOC/rev.5/00/cic
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
EXHIBIT G-2
Lease Number: 2506
Equipment Schedule: 01
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE AGREEMENT
In connection with the Master Lease Agreement (the "Agreement"), dated as of March 30,2004, made and entered into by and between
SUNTRUST LEASING CORPORATION, as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee
warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings
assigned to them in the Agreement.
1. Property Insurance.
a. Lessee is self -insured for damage or destruc to the Equipment.
YES NO (circle one)
If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage
to the Equipment as indicated above.
YES NO (circle one)
If yes, the umbrella policy provides coverage or all risk property damage.
YES NO (circle one)
If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $
2 Liability InsurnnrP
a. Lessee is self -insured for liability for injury or death of any person or damage or loss of property arising out of or relating to
the condition or operatiorme Equipment.
NO (circle one)
If yes, the dollar limit for sine m liability claims under the Lessee's self-insurance program is $ .150 , 000.
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or death of or damage to property as indicated above.
NO (circle one)
If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of
property arising out of or rel
If yes, the dollar am
'iA Seefln'urnnrP Fund
a. Lessee maintains a self
to the condition or operation of the Equipment.
NO (circle one)
of the umbrella policy's limits for such liability coverage is $' 2 000, 000
If yes, please complete the o owing:
Monies in the self-insurance fund
The total amount maintained in the
NO (circle one)
jectto annual appropriation.
NO (circle one)
-insurance fund to cover Lessee's self-insurance liabilities is $ 1, 574, 501.
b. Amounts paid from the Lessee's self-insur,,,r d are subject to limitations for each claim.
YES
If yes, the dollar amount of limit per claim is
3/17a004:BQ-NESC.DOChev.5ro0m1e
(circle one)
24
iR No Self Insurance Fund
a. If Lessee does not maintain a self-insurance fund, please complete the following:
Lessee obtains funds to pay claims for which it has self -insured from the following sources:
b. The limitations on the amounts payable for claims from the above sources are as follows:
4 Authority
a. The following entity or officer has authority to authorize payment for claim:
City Attorney & Risk Manager- up;to $7,000; City Council - over $7,000
b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to
another administrative o :.t.74.m. gency or the courts?
NO (circle one)
If yes, to whom : es the claimant have recourse? Courts
5 Certificates oflnsurnnre
Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee.
IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the
Agreement by its duly authorized officer.
Attachment
3/17a004:BQ-NESC.DOC/rev.5/00/c1c
CITY OF NATIONAL CITY,
Lessee
By.
Name:
Title: Mayor
Date- February 17, 2004
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. lonly,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
SUNTRUST LEASING CORPORATION
ADDENDUM TO EQUIPMENT SCHEDULE NO. 01
TO MASTER LEASE AGREEMENT (LEASE NO. 2506)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of March 30,2004, between SUNTRUST LEASING CORPORATION (the "Lessor") and CITY OF
NATIONAL CITY (the "Lessee").
Recitals
A. Lessor and Lessee have entered into a Master Lease Agreement dated as of March 30,2004 (the "Agreement").
B. Lessee desires to lease equipment described in Equipment Schedule No. 01 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 01, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and
property damage.
D. Lessor is willing to grant Lessee's request subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is
hereby agreed as follows:
1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement.
2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as
of the date hereof and that neither a Non -Appropriation nor any Event of Default or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default has occurred under the Agreement.
3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and
affect and are hereby ratified and confirmed by Lessee.
4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to
Master Lease Agreement (the "Questionnaire") are true and correct as of the date hereof.
5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee
may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 01 through self-
insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 to accept self-insurance in
lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems
itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain
insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor.
IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above
written.
CITY OF NATIONAL CITY,
Lessee
By: /IA
ate.-. • r
Name: Nrc I
Title: Mayor
Date- February 17, 2004
This is counterpart No. 2 of 3 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. lonly,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
>.6
SUNTRUST LEASING CORPORATION,
Lessor
Name: Michael flf owers
Title: Secretary
Date:
(PAGE TO BE REPLACED BY UCC FINANCING STATEMENT]
SCHEDULE A TO FINANCING STATEMENT OF
CITY OF NATIONAL CITY, AS DEBTOR, AND
SUNTRUST LEASING CORPORATION, AS SECURED PARTY
Cnntirmatinn of Collateral Description
The financing statement to which this Schedule A is attached covers the types of property described on the face of such
financing statement and all of the Debtor's right, title and interest in and to (collectively, the "Collateral"):
(a) the equipment described in Equipment Schedule No. 01 dated as of March 30,2004 (the "Equipment Schedule") to the
Master Lease Agreement dated as of March 30,2004 (the "Agreement," and together with the Equipment Schedule, the "Lease")
between Debtor, as lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time to time;
and
(b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch
cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral
equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(c) to the extent not included in the foregoing, all repairs, replacements, substitutions and modifications and all proceeds and
products of any or all of the foregoing, whether existing on the date hereof or arising hereafter.
3/17/2004:13Q-NESC.DOC/rev.5/00/cic
Form 8038-G
(Rev, November 2000)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e)
► See separate Instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
OMB No. 1545-0720
Part 1
Reporting Authority
If Amended Return, check here 11,-
1 Issuers name
City of National City
Issuer's
( j
a ployer identifica 'o umber
r�rJ
3 Number and street (or P.O. box if mail is not delivered to street address)
1243 National City Blvd
Room/suite
4 Report number
3
5 City, town, or post office, state, and ZIP code
National City CA 91950 •
6 Date of issue
03/15/04
7 Name of issue
Master Lease Agreement, Lease No. 2506 Schedule No. 1
8 CUSIP number
9 Name and title of officer or legal representative whom the IRS may call for more information
Nick lnzunza, Mayor
10 Telephone number of officer or legal representative
( 619 ) 336-4332
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 ❑ Education . : . . . . . . . . .
12 ❑ Health and hospital
13 ❑ Transportation
14 0 Public safety
15 0 Environment (including sewage bonds)
16 0 Housing . . . . . . . .
17 0 Utilities
18 ❑ Other. Describe ►
19 If obligations are TANs or RANs, check box ► 0 If obligations are BANs, check box ► ❑ j
20 If obligations are in the form of a lease or installment sale, check box .. ❑ A
Description of Obligations. Complete for the entire issue for which this form is being filed,
11
12
13
14
$279,995.91
15
16
17
(a) Final. maturity date (b) Issue price (c).. Stated redemption (d) Weighted (e) Yield
price at maturity average maturity
21
Part IV
22
23
24
25
26
27
28
02/15/09
$ $279,995.91
$ $279,995.91
5 years
Uses of Proceeds of Bond Issue (including underwriters' discount)
Proceeds used for accrued interest . . . . . . . . .
Issue price of entire issue (enteramount from line 21, column (b)) ,
Proceeds used for bond issuance costs (including underwriters' discount) 24
Proceedsused for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues . . . . .
Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 28)
30
25
26
27
2.93
22
23
$279,995.91
29
Nonrefundinqproceeds of the issue (subtract line 29 from line 23 and enter amount here) . . ..
Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . ., ►
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . _. ►
33 Enter the last date on which the refunded bonds will be called . . . ►
34 Enter the date(s) the refunded bonds were issued 0-
Part V
Part VI
Miscellaneous
18
30
$279,995.91
years
years
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► 0 and enter the name of the
issuer ► and the date of the issue ►
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . : ►
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . , , .... ► ❑
40 If the issuer has identified a hedge, check box ► 0
Under penalties of perjury, .I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, :arid complete.
Sign
Here
35
36a
37a
February 17, 2004 ' Nick Inzunza, Mayor
Signal e o u th ed representative Date Type or print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
Cat. No. 63773S Form 8038-G (Rev. 11-2000)
Remit To:
City of Nationa► City
1243 National City Blvd
National City CA 91950
Att: Alison Hunter
Acquisition Cost: $ 279,995.91
Collateral: Various Equipment
1st Rental Payment
$5,009.63
SunTrust Leasing Corporation
29 W Susquehanna Blvd
Towson MD 21204
Refe re n ce:4002 506001
City of National City, California
COUNCIL AGENDA STATEMENT
*Refer to Item #2
AEETING DATE February 17, 2004
3
AGENDA ITEM NO.
(-ITEM TITLE
RESOLUTION TO APPROVE LEASE FINANCING FOR THE PURCHASE OF A FIRE APPARATUS
PREPARED BY
Marylou Matienzo
Director of Finance
111221.) 221.) DEPARTMENT
Finance Ext. 4331
EXPLANATION
In conjunction with the purchase of a Fire Apparatus, staff has requested six (6) proposals from different lease
financing vendors. Please refer to the attached summary of proposals. Of the six (6) proposals, staff has
selected Ashford Capital Corporation because of its lowest interest rate, financing commitments and delivery
requirements. The term of the lease financing is for 5 years at 2.928% for a monthly principal and interest
payment of $5,009.63. In order to take advantage of the $7,837 discount, the leasing agent Ashford Capital will
pay the entire invoice approximately 20 days after issuance of the purchase order. A performance bond will be
provided by Pierce Manufacturing to Ashford Capital and the City to guarantee the delivery of the Fire
Apparatus within 5 months after receipt of order.
CEnvironmental Review N/A
Financial Statement
Approved BY: /2YLw-v
Finance Dire or
The amount of $280,000 spread out in equal $56,000/year for 5 years is budgeted under CDBG No. 301-409-500-598-1217.
An additional $20,577.80 for finance charges will be paid out of interest earnings account no. 250-00000-3300 from the Fire
Station Construction Money Market Account. To date, the Money Market account has interest earnings of Ab 'J Uht No.
STAFF RECOMMENDATION
Staff recommends to award the Lease Financing Contract to Ashford Capital Corporation.
BOARD / COMMISSION RECOMMENDATION
``ice�
ATTACHMENTS ( Listed Below
Lease Proposal Summary
Master Lease Agreement & Resolution
Resolution No. 2004-21
A-200 (9/99)
RESOLUTION NO. 2004 — 21
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE AN
AGREEMENT WITH ASHFORD CAPITAL CORPORATION
FOR LEASE FINANCING FOR THE PURCHASE OF A
TRIPLE COMBINATION PUMPER FOR THE FIRE DEPARTMENT
WHEREAS, in conjunction with the Purchasing Agent's purchase of a Triple
Combination Pumper from South Coast Fire Equipment for the Fire Department, the Finance
Department has received proposals from six different lease financing vendors; and
WHEREAS, after reviewing all proposals, staff recommends Ashford Capital
Corporation because of it offers the lowest interest rate, financing commitments and delivery
requirements.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the Mayor to execute a lease financing agreement with Ashford
Capital Corporation for the purchase of a Triple Combination Pumper from South Coast Fire
Equipment for the Fire Department.
PASSED and ADOPTED this 17th day of February, 2004.
ATTEST:
APPROVED AS TO FORM:
igt
George H. Eiser, III
City Attorney
Nick InzOnza, yor
Passed and adopted by the Council of the City of National City, California, on February 17,
2004, by the following vote, to -wit:
Ayes: Councilmembers In Tuna, Natividad, Parra, Ungab.
Nays: None.
Absent: Councilmember Morrison.
Abstain: None.
AUTHENTICATED BY:
NICK INZUNZA
Mayor of the City of National City, California
it
y ty 6f National City, California
Jerk of the
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2004-21 of the City of National City, California, passed and adopted by the
Council of said City on February 17, 2004.
City Clerk of the City of National City, California
By:
Deputy
-o
TYPE OF FINANCING:
Equipment: Fire Equipment
January 28, 2004
PROPOSAL TO FINANCE FIRE EQUIPMENT
Lease purchasing financing, subject to annual appropriation
Financing Amount: $279,995.91
Bank -Qualified: Yes
Ashford Capital Corporation
3880 Downing Lane
Atlanta, GA 30319 Ph: (404) 943-1127 Fax: (404) 236-0684 Contact: Dennis M. McDermott, President mcdermottdm@bellsouth.net
Tenn
(5) years
(7) years
(10) years
Additional Comments
Interest
Rate
2.928%
3.245%
3.645%
The interest rate quoted herein is firm for a closing through March 5, 2004, and thereafter will be subject to
change depending on market conditions. If an escrow account is established, a set up fee of $500 will be
assessed. This fee can be paid from any interest earnings on the escrow account. This proposal is subject to
final credit review and documentation.
Payment
Mode
Monthly in
advance
Monthly in
advance
Monthly in
advance
Payment
$5,009.63
$3,720.61
$2,779.38
2. Republic First National
3815 River Crossing Parkway, Suite 100
Indianapolis, IN 46240 Ph: (800) 700-7878 Fax: (800) 865-8517 Contact: Angie Deming ademingArepublicfirstnational.eom
Option # 1
Term
(5) years
(7) years
(10) years
Additional Comments
Interest
Rate
Factor
3.62%
,01819
3.94%
.01360
4.34%
.01025
Delivery date June 2004, Progress or Prepayments Due: None. The first payment is due upon
documentation. The lease is to be executed within 14 days of the equipment purchase contract: The quote
is subject is acceptance of our documentation and credit approval.
Payment
Mode
Monthly in
advance
Monthly in
advance
Monthly in
advance
Payment
$5,093.70
$3,807.44
$2,869.55 -
Payments and rates reflect pre -application of escrow earnings and manufacturer discounts (if any); and are
based upon vendor payments being made no earlier than above dates. Rates are subject to change with
Treasury Bills of like -maturity prior to funding: The lease must qualify for Federal Income Tax Exempt
status for the Lessor.
1
`
Term
(5) years
(7) years
(10) years
Additional Comments
Interest
Rate
Factor
3.62%
.01847
3.94%
.01382
4.34%
.01044
Delivery date June 2004. Progress or Prepayments Due: None. First Lease Payment Due: Tune,
2004. The lease is to be executed within 14 days of the equipment purchase contract. The quote is subject is
acceptance of our documentation and credit approval.
Payment
Mode
Monthly in
advance
Monthly in
advance
Monthly in
advance
Payment
$5,171.06
$3,870.41
$2,921.79
Payments and rates reflect pre -application of escrow earnings and manufacturer discounts (if any); and are
based upon vendor payments being made no earlier than above dates. Rates are subject to change with
Treasury Bills of like -maturity prior to funding. The lease must qualify for Federal Income Tax Exempt
status for the Lessor.
3. Municipal Services Group, Inc.
800 Bellevue Way NE
Bellevue, WA 98004 Ph: 1-877-305-0778 (toll -free) 425/646-4805 (fax)
Contact: Michael Hill 425/830-0296 cell) mikehAmunibank.com
Term
(5) years
(7) years
(10) years
Additional Comments
Interest Rate
Factor
3.57%
3.92%
4.17%
These rates are based on current market conditions and are subject to the following: Credit approval
of the City's previous (2) years' annual audited financial statements, proper execution of mutually
Treasury
.018505
.013775
.010275
acceptable documentation, Opinion of City's Counsel, which shall agree that the agreement is legal,
valid and binding and qualified as a tax-exempt obligation under the Tax Reform Act of 1986, that
Note Index
121.02%
112.86%
105.04%
the transaction is Bank Qualified, therefore includable within the $10 million total in financing for
the City for the calendar year, and valid through February 26, 2004.
Payment
Monthly in
Monthly in
Monthly in
Mode
advance
advance
advance
Payment
Total
$5,087.25
$3,804.48
$2,847.60
Will deposit sufficient funds into an acquisition account upon commencement of the agreement to
facilitate this purchase. The portfolio allocation provides fully collateralized and liquid funds for
Amount
Less Amount
Financed
Financing
$305,235.70
$279,995.91
$319,576.29
$279,995.91
$341,712.49
$279,995.91
vendor settlement, and the quoted interest rate reflects an integration of escrow earnings into the
payment stream. The account is established and maintained for the City, with disbursements made
the City's discretion: NOTE: No fees are assessed for establishing, managing, or disbursing funds.
Cost
$25,239.79
$39,580.38
$61,716.58
4. Saulsbury Hill Financial
1614 15th Street — 3rd Floor
Denver, CO 80202-1304 VOX: 303-629-8777 FAX: 303-629-7689 David J. Clamage x 102 davidc(saulhill.com Tracy Moulton x
103 tracvm(a;saulhill.com Dennis C. Haynes 602-508-1889 dennish(ai)saulhilt.com
Term
(5) years
(7) years
(10) years
Additional Comments
Interest
3.267%
3.613%
3.887%
Vendor: TBD. Municipal Lease Purchase Agreement; Pre -payable at any time; cancelable for non -
appropriation, and $1 End of Term Purchase Option.
Payment
Mode
Monthly in
advance
Monthly in
advance
Monthly in
advance
For your convenience, we will,likely use lease documentation we've deployed with your City before.
Payment
$5,064.44
$3,777.53
$2,819.81 -
All quotes and rates are subject to change with prevailing market conditions and are contingent upon the
credit approval of the Lessee. This quote does not constitute an approval of any transaction.
5. Oshkosh Capital
Two Miranova Place
Columbus, OH 43215 Ph: 800-820-9041 Fax: 800-678-0602 Contact: Kim Simon, ext 1 Cell # 1-614-668-1011
kim.simoniaJ,oshkoshcapital. com
OPTION # 1
Term
(5) years
(7) years
(10) years
Additional Comments
Interest
Rate
4.27%
4.55%
4.93%
Tax-exempt Lease Purchase Agreement with $1.00 buyout option at end of lease term. Said agreement
shall be a net lease arrangement whereby lessee is responsible for all costs of operation, maintenance,
insurance, and taxes.
Payment
Mode
Monthly in
advance
Monthly in
advance
Monthly in
advance
This proposal assumes that the lessee will not be issuing more than $10 million in tax-exempt debt this
calendar year. Furthermore, it is assumed that the lessee will designate this issue as a qualified tax-exempt
obligation per the tax act of 1986:
Payment
$5,172.33
$3,883.78
$2,948.11
Lease commencement date by Feb 6
First payment at lease commencement.
OPTION #2
Term
(5) years
(7) years
(10) years
Additional Comments
Interest
Rate
4.37%
4.65%
5.03%
Oshkosh Capital shall pay the equipment vendor(s) upon execution of the lease documentation. Lessee shall
execute and deliver to Oshkosh Capital, a final receipt certificate, once the equipment has been delivered.
Payment
Mode
Monthly in
advance
Monthly in
advance
Monthly in
advance
This proposal will automatically expire at the end of business on lease commencement dates listed. All
lease documents must be fully executed and to the satisfaction of Oshkosh Capital prior to such date: After
February 20, Oshkosh Capital reserves the right to adjust the interest rate to market conditions.
Payment
$5,184.55
$3,896.45
$2,961.48
Lease commencement date by Feb 20, first
payment due date at lease commencement
Insurance: The lessee shall furnish confirmation of all risk physical damage insurance coverage for the full cost of the property plus $1 million combined
single limit property damage and bodily injury insurance covering the property. Oshkosh Capital shall be named as Toss payee and additional insured on such
coverage.
Authorized Signors: The lessee's governing board shall provide Oshkosh Capital with its resolution or ordinance authorizing this agreement and shall designate
the individual(s) to execute all necessary documents used herein.
Legal Opinion: The lessee's counsel shall furnish Oshkosh Capital with an opinion covering this transaction and the documents used herein. This opinion shall
be in a form and substance satisfactory to Oshkosh Capital.
Legal Title: Legal Title to the equipment during the lease term shall vest in the lessee, with Oshkosh Capital perfecting a first security interest through uniform
commercial code filing or any other such instruments as may be required by law. Upon performance of the terms and conditions of the lease agreement, the
lessee shall have the option to purchase all equipment for $1.00
This proposal is subject to final credit approval by Oshkosh Capital and approval of the lease documents in Oshkosh's Capital's sole discretion. To render a
credit decision, lessee shall provide Oshkosh Capital with their most recent two years' audited financial statements and a copy of their next year's budget.
Koch Financial Corporation Blair Swain, Director
17767 N. Perimeter Drive, Suite 101
Scottsdale, AZ 85255 Ph: 866-545-2327 Fax: 480-419-3603 e-mail: blair..swain@kochfinancial.com
Term
(5) years
(7) years
(10) years
Additional Comments
Interest
Rate
3.68%
3.99%
4.38%
The interest rates proposed are submitted as firms bid through February 27, 2004 and subject to indexation
thereafter. Funding Date: TBD. Prepayment Terms: On any payment date as shown on the attached
schedule.
Payment
Mode
Monthly in
advance
Monthly in
advance
Monthly in
advance
Fees or Closings Costs: None other than those listed herein, however the City will be responsible for any
fees or expenses with respect to (i) the issuing costs, (ii) bond counsel, and (iii) the City's legal counsel, if
any. Koch is willing to finance any expenses related to closing the transaction.
Payment
$5,100.57
$3,813.24
$2,875.17
Documentation: It is anticipated that the transaction will be documented via a lease and related documents
provided by Koch. This proposal is subject to the negotiation of all final lease documents and additional
documentation which may be required. .