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HomeMy WebLinkAbout2005 CON Saulsbury Hill Financial - Financing for Triple Combination Fire TruckMASTER EQUIPMENT LEASE -PURCHASE AGREEMENT 1. Agreement. Subject to the terms and conditions contained in this Master Equipment Lease -Purchase Agreement No. 2005-01 dated August 23, 2005 (this "Agreement"), SAULSBURY HILL FINANCIAL, LLC, as lessor ("Lessor"), whose mailing address is 1614 15th Street — 3rd Flooi Denver, Colorado 80202-1301 hereby agrees to sell, transfer and lease to CITY OF NATIONAL CITY, CALIFORNIA, as lessee ("Lessee"), whose mailing address is 1243 National City Boulevard National City, California 91950- 4397, and Lessee agrees to acquire, purchase and lease from Lessor, the items of personal property (together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the "Equipment") described in each Equipment Schedule (hereinafter referred to as an "Equipment Schedule") that may from time to time be executed by Lessor and Lessee that specifically incorporates the terms and conditions of this Agreement by reference (any such Equipment Schedule hereinafter referred to as a "Lease"). Each Equipment Schedule (including the terms and conditions incorporated therein by reference) executed and delivered by Lessor and Lessee pursuant to this Agreement shall be considered a separate and independent Lease. This Agreement is not a commitment by Lessor to enter into any Lease not currently in effect, and nothing in this Agreement shall impose, or be construed to impose, any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely withinLessor's discretion. 2. Term. The term of this Agreement begins as of the date hereof and shall continuc so long as any amounts remain unpaid under a Lease. The term of each Lease shall commence on, and interest shall accrue from, the date identified in the related Equipment Schedule (the "Commencement Date") and shall continue for the number of months stated in such Equipment Schedule (the "Scheduled Term"), unless Lessee shall have terminated such Lease pursuant to Paragraph 3 or Paragraph 10 of this Agreement or Lessor shall have terminated such Lease pursuant to Paragraph 16 of this Agreement (the Scheduled Term upon its expiration or as so terminated is herein referred to as the "Lease Term"). Lessee authorizes Lessor to insert the applicable Commencement Date in each Equipment Schedule. 3. Rental Payments. Lessee agrees to pay the rental payments under each Lease for the applicable Lease Term in the amounts and on the dates identified in the related Equipment Schedule. Payment of all rental payments and other amounts payable under a Lease shall be made to Lessor at its above -stated address or as it shall otherwise designate in writing. As set forth in each Equipment Schedule, a portion of each rental payment under a Lease is paid as, and represents payment of, interest, and the balance of each rental payment is paid as, and represents payment of, principal. Lessee, being a state or a political subdivision thereof, is dependent upon receiving continued appropriations or other legally available funds to continue a Lease for its Scheduled Term. Notwithstanding any provision to the contrary in this Agreement, Lessee may terminate a Lease at the end of any fiscal period of Lessee as identified in the applicable Equipment Schedule (a "Fiscal Period") if sufficient funds are not appropriated by Lessee's governing body to pay rental payments and other amounts due under such Lease during the next succeeding Fiscal Period (an "Event of Nonappropriation"). Lessee hereby agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Period of the occurrence of an Event of Nonappropriation under any Lease or, if nonappropriation has not occurred by that date, promptly upon the occurrence of an Event of Nonappropriation. Lessee represents and warrants that: (a) it has made sufficient appropriations or has other legally available funds to pay all rental payments under a Lease due during the first Fiscal Period under such Lease; (b) Lessee currently intends to do all things lawfully within its power to obtain appropriated funds for the payment of rental payments and other amounts required to be paid under each Lease in each next succeeding Fiscal Period for its Scheduled Term; and (c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter into this Agreement and each Lease. If an Event of Nonappropriation under a Lease shall occur, Lessee agrees, at Lessee's sole cost and expense, peaceably to deliver the corresponding Equipment to Lessor at such location in the continental United States as is specified by Lessor, in the condition required by Paragraph 7 of this Agreement, on or before the effective date of termination. Lessee's obligation to pay rental payments and any additional amounts payable under each Lease constitutes a current obligation payable exclusively from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. ACCEPTED BY LESSOR: SAULSBURY HILL FINANCIAL, LLC, Lessor Bye_ Print Title: Date: August 23 THE UNDERSIGNED HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH ON THIS PAGE AND THE FOLLOWING 5 PAGES (6 pages in total) OF THIS MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT COPY OF NATION TY C s. ojt k. Lessee By: x Lh/ Print Name: Nick Inzunza Title: Mayor Date: August 23, 2005 Lessee's signatory warrants -that he/she is duly authorized to execute this Master Equipment Lease -Purchase Agreement for and on behalf of the above named Lessee. 1918195.01.03 2127876/rmv Page 1 of 6 (City of National City, California 4. Essentiality. Subject to Paragraph 3 of this Agreement, Lessee's present intention is to make rental payments for the Scheduled Term of each Lease as long as it has sufficient appropriations or other legally available funds. In that regard, Lessee represents that, with respect to each Lease, (a) the use and operation of the Equipment is essential to its proper, efficient and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the conclusion of the Scheduled Term of the related Lease. 5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL FAULTS." Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Event of Nonappropriation shall have occurred and be continuing under a Lease, all rights and benefits that Lessor may have under any warranty, guaranty or the like which may be made with respect to thc Equipment by thc manufacturer, seller and/or supplier (collectively, the "Vendor") thereof. Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of any Lease for tax or accounting purposes or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor under any Lease shall not in any manner be affected thereby, including (without limitation) Lessee's obligations to pay Lessor all rental payments and other amounts payable under the related Lease. Lessee has selected both the Equipment and the Vendor and acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or the Vendor. Lessor has no obligation to install, erect, test, adjust, service or maintain the Equipment. 6. Delivery and Acceptance; Quiet Enjoyment. Lessee shall accept the Equipment upon its delivery and authorizes Lessor to insert on the Equipment Schedule the serial numbers and any additional description of the items of Equipment so delivered. As evidence of said acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in thc form attached as Exhibit A-1 to each Equipment Schedule. During the Lease Term of each Lease, Lessee shall be entitled to quiet enjoyment of the Equipment identified therein, subject to the terms of this Agreement. 7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State at the "Equipment Location" stated in the related Equipment Schedule and Lessee shall not remove any of the Equipment therefrom without Lessor's prior written consent. Lessee shall use the Equipment in a careful manner and shall at all times, at its sole expense, keep the Equipment in good operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. Lessee shall not make any alterations, additions, or improvements to the Equipment which are not readily removable without causing damage to or reducing the value of the Equipment. All alterations, additions, or improvements not readily removable shall become property of Lessor. 8. Title to Equipment; Security Interest. During the Lease Term of each Lease, title to the Equipment shall be vested in Lessee, subject to the rights of Lessor under such Lease. In the event Lessor terminates a Lease pursuant to Paragraph 16 of this Agreement or an Event of Nonappropriation occurs under a Lease, title to the related Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee. Lessee, at its expense, will protect and defend Lessee's title to the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. Lessor shall have the right during normal hours, upon reasonable prior notice to Lessee, to enter upon the premises where the Equipment is located in order to inspect the Equipment. To secure the performance of all of Lessee's obligations under each Lease, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first lien on the Equipment delivered under each respective Lease and on any proceeds therefrom. Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in thc Equipment or for the confirmation or perfection of each Lease and Lessor's rights thereunder. 9. Personal Property. The Equipment shall be and remain personal property notwithstanding the manner in which it may be attached or affixed to realty. Lessee covenants that; unless Lessee owns the premises in which the Equipment is to be located and such premises are not subject to any mortgage or lease, at Lessor's request, Lessee shall provide Lessor with a waiver from each landlord and/or mortgagee of the premises in which the Equipment is to be located of any rights which such landlord and/or mortgagee may have in respect of any of the Equipment. Page 2 of 6 10. Purchase of Equipment by Lessee; Prepayment. At the option of Lessee, and provided that no Event of Default has occurred and is continuing under a Lease, Lessor's interest in all, but not less than all, of the Equipment subject to a Lease will be transferred, conveyed and assigned to Lessee, and such Lease shall terminate: (a) upon payment in full of the rental payments under such Lease and all other payments then due thereunder or (b) on any rental payment date under such Lease, provided Lessee shall have delivered written notice at least 30 days prior to such date of Lessee's intention to purchase the Equipment subject to such Lease pursuant to this provision, by paying to Lessor, in addition to the rental payment due on such date, an amount equal to the concluding payment (the "Concluding Payment") shown for such rental payment date in the rental payment schedule included in the applicable Lease. Lessee shall not have the option to purchase the Equipment under a Lease as provided in the foregoing clause (b) on any rental payment date under such Lease for which a Concluding Payment is not stated in the applicable rental payment schedule. 11. Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from any cause whatsoever during the Lease Term of each Lease and thereafter until redelivery to a location designated by Lessor, and shall not be relieved of the obligation to pay rental payments or any other obligation thereunder because of any such occurrence. If (a) the Equipment or any portion thereof under a Lease is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof under a Lease is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim (including self-insurance) or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Concluding Payment in full, Lessee shall, at Lessor's direction, either complete the work or pay the then applicable Concluding Payment in full and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds. 12. Insurance. In the event Lessee is not self -insured (as hereafter provided), Lessee shall, at its expense, keep the Equipment fully insured against loss, fire, theft, damage or destruction from any cause whatsoever in an amount not less than the greater of (a) the total rental payments for the Scheduled Term of the applicable Lease, or (b) the full replacement cost of the Equipment without consideration for depreciation. Lessee shall also provide such additional insurance against injury, loss or damage to persons or property arising out of the use or operation of the Equipment as is customarily maintained by the owners of like property, with companies satisfactory to Lessor. Each policy shall provide that, as to the interest or coverage of Lessor or Lessor's assignee, the insurance afforded thereby shall not be suspended, forfeited or in any manner prejudiced by any default or by any breach of warranty, condition or covenant on the part of Lessee. If Lessee shall fail to provide any such insurance required undcr a Lease or, within ten (10) days after Lessor's request therefor, shall fail to deliver the policies or certificates thereof to Lessor, then Lessor, at its option, shall have the right to procure such insurance and to add the full cost thereof to the rental payment next becoming due, which Lessee agrees to pay as additional rent. All such insurance shall be in form, issued by such insurance companies and be in such amounts as shall be satisfactory to Lessor, and shall provide that losses, if any, shall be payable to Lessor as "loss payee," and all such liability insurance shall include Lessor as an "additional insured." Lessee shall pay the premiums for such insurance and deliver to Lessor satisfactory evidence of the insurance coverage required under each Lease. Lessee hereby irrevocably appoints Lessor as Lessee's attorney -in -fact to make claim for, receive payments of and execute and endorse all documents, checks or drafts received in payment for loss or damage under any such insurance policy. If Lessee is self -insured with respect to equipment such as the Equipment under an actuarially sound self-insurance program that is acceptable to Lessor, Lessee shall maintain during the Lease Term of each Lease such actuarially sound self-insurance program and shall provide evidence thereof in form and substance satisfactory to Lessor. 13. Fees; Taxes and Other Governmental Charges; Liens. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens (other than those created under the applicable Lease) and encumbrances, and to pay all charges, taxes and fees (including any recording or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment and shall give Lessor immediate written notice of any of the foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rental payment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments and documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor's rights under each Lease or to otherwise effectuate the intent of this Agreement and each Lease. 14. Indemnification. To the extent authorized by law, Lessee shall indemnify and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities (including, without limitation, negligence, tort and strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations, including (without limitation) attorneys' fees and costs, arising out of the ordering, purchase, delivery, rejection, non -delivery, ownership, selection, possession, leasing, renting, financing, operation, control, use, condition, maintenance, delivery, transportation, storage, repair, return or other disposition of the Equipment, or, in the event that Lessee shall be in default under a Lease, arising out of the condition of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for injury to or dcath of persons and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall be payable solely from funds legally available for such purpose and shall continue in full force and effect notwithstanding the expiration, termination or cancellation of this Agreement or any Lease for any reason whatsoever. Page 3 of 6 15. Assignment; Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS AGREEMENT, ANY LEASE OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS USE BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPLOYEES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT. ANY SUCH PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S PRIOR WRITTEN CONSENT SHALL BE VOID. Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part of its interest in the Equipment, this Agreement and one or more Leases, including, but not limited to, Lessor's rights to receive the rental payments under a Lease or any part thereof (in which event Lessee agrees to make all rental payments thereafter to the assignee designated by Lessor) without the necessity of obtaining Lessee's consent, provided, however, Lessor will deliver to Lessee prior written notice of an assignment. No such assignment, transfer or conveyance shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee. During the term of this Agreement, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments with respect to each Lease in form necessary to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"). Lessee agrees (unless otherwise stated), if so requested, to acknowledge each such assignment in writing within 15 days after request therefor in the form attached as Exhibit A-3 to each Equipment Schedule. Lessee further agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to Lessee's benefit. 16. Events of Default; Remedies. Each of the following events constitutes an "Event of Default" with respect to a Lease: (a) Lessee fails to pay in full the rental payment due under such Lease on any date upon which such rental payment is due; (b) Lessee fails to comply with any other agreement or covenant of Lessee under such Lease for a period of 30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; (c) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (d) any warranty, representation or statement made in writing by or on behalf of Lessee in connection with such Lease is found to be incorrect or misleading in any material respect on the date made; (e) actual or attempted sale, lease or encumbrance of any of the Equipment under such Lease or the making of any levy, seizure or attachment thereof or thereon; or (f) an Event of Default occurs under any other Lease. Immediately upon the occurrence of an Event of Default under a Lease, Lessor may terminate the affected Lease and any other Lease or Lessee's rights thereunder and in any such event repossess the Equipment under such Lease or Leases, which Lessee hereby agrees, at its expense, to surrender promptly to Lessor at such location in the continental United States as Lessor shall direct. Such right of repossession and other rights as specifically provided in this Paragraph 16 shall constitute the sole remedies for Lessee's failure to make payments or otherwise perform its obligations when required under any Lease. If Lessor is entitled to repossess the Equipment under any provision of this Agreement, Lessee shall permit Lessor or its agents to enter the premises where the Equipment is then located. In the event of any such repossession, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens and security interests to which the Equipment may have become subject. Upon repossession, if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at its option, to (a) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (b) pay to Lessor the reasonable costs of such repair and restoration. In the event that Lessor sells or otherwise liquidates the Equipment following an Event of Default or an Event of Nonappropriation as herein provided and realizes net proceeds (after payment of costs) in excess of total rental payments that would have been paid during the Scheduled Term plus any other amounts then due under the related Lease or Leases, Lessor shall immediately pay the amount of any such excess to Lessee. If Lessor terminates a Lease under this Paragraph 16 or an Event of Nonappropriation occurs under a Lease and in either case Lessee continues to use the Equipment leased thereunder or if Lessee otherwise refuses to pay rental payments under a Lease due during a Fiscal Period for which Lessee's governing body has appropriated sufficient legally available funds to pay such rental payments due under a Lease, Lessor (i) may declare the rental payments due and owing for the Fiscal Period for which such appropriations have been made to be immediately due and payable and (ii) shall be entitled to bring such action at law or in equity to recover money and. other damages attributable to such holdover period for the Equipment under such Lease. Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity. All rights and remedies of Lessor shall be cumulative and not alternative. Lessor's failure to exercise or delay in exercising any right or remedy shall not be construed as a waiver thereof, nor shall a waiver on one occasion be construed to bar the exercise of any right or remedy on a future occasion. Lessee agrees to reimburse Lessor for any expenses reasonably incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor, but only from legally available funds. 17. Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee under a Lease is not paid within ten (10) days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent amount at the rate of one percent (1%) per month, or the maximum amount permitted under applicable law, whichever is less. Such amount(s) shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided. Page 4 of 6 18. Rental Payments to Be Unconditional. Except as expressly set forth in this Agreement (including Paragraph 3), Lessee agrees that Lessee's obligations under each Lease are absolute and unconditional and shall continue without set-off, deduction, counterclaim, abatement, recoupment or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or failure of the Equipment to operate properly. 19. Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of rental payments under any Lcasc to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action which omission would cause the interest component of rental payments under any Lease to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes. Lessee agrees to (a) execute and deliver to Lessor with respect to each Lease, upon Lessor's request, a tax certificate and agreement in form and content acceptable to Lessor and Lessee, relating to the establishment and maintenance of the excludability from gross income of the interest component of rental payments under such Lease for federal income tax purposes, and (b) complete and file in a timely manner an information reporting return with respect to each Lease as required by the Code. Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally requited or otherwise restricted to pay directly or indirectly rental payments under a Lease. If Lessee breaches the covenant contained in this Paragraph 19 as provided in a Lease, the interest component of rental payments under such Lease may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, Lessee agrees to pay promptly after any such determination of taxability and on each rental payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). It is Lessor's and Lessee's intention that each Lease not constitute a "true" lease for federal income tax purposes and therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment under each Lease for federal income tax purposes. 20. Lessee Representations and Warranties. Lessee hereby represents and warrants to and agrees with Lcssor that: (a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Agreement and each Lease and has been duly authorized to execute and deliver this Agreement and each Lease and to carry out its obligations hereunder and thereunder. Lessee has provided to Lessor a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body (a form of which is attached as Exhibit D hereto) specifically authorizing Lessee to execute and deliver this Agreement and each Lease and all documents contemplated hereby and thereby. Lessee has provided to Lessor a full, true and correct copy of an Incumbency Certificate in substantially the form attached as Exhibit B hereto relating to the authority of the officers who have executed and delivered this Agreement and who will execute and deliver each Lease and all documents in connection herewith and therewith on behalf of Lessee. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement and each Lcasc, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Agreement and each Lease. (d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Agreement or any Lease or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Agreement, any Lease or any other agreement or instrument to which Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement or any Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Agreement and each Lease or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained. (f) The payment of the rental payments or any portion thereof under each Lease is not (under the terms of this Agreement or any Lease) directly or indirectly (i) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or Page 5 of 6 indirectly, in any activity carried on by any person other than a state or local government unit. No portion of the purchase price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. (g) The entering into and performance of this Agreement and each Lease will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to an indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided. (h) Lessee's name as indicated on the first page of this Agreement is its true, correct and complete legal name. (i) The useful life of the Equipment will not be less than the Scheduled Term of the related Lease. (j) Lessee has entered into, or will enter into, each Lease for the purpose of purchasing, acquiring and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The purchase price for the Equipment has been or will be paid directly by Lessor to the Vendor, and no portion of the purchase price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery of the applicable Lease. (k) The application, statements and credit or financial information submitted by it to Lessor are true and correct and made to induce Lessor to enter into this Agreement and each Lease. (1) During the term of this Agreement, Lessee shall (i) provide Lessor, no later than ten days prior to the end of each Fiscal Period (commencing with the current Fiscal Period), with current budgets or other proof of appropriation for the ensuing Fiscal Period and such other information relating to Lessee's ability to continue the Lease Term of each Lease for the next succeeding Fiscal Period as may be reasonably requested by Lessor and (ii) furnish or cause to be furnished to Lessor, at Lessee's expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Period, the audited financial statements of Lessee at the close of and for such Fiscal Period, all in reasonable detail, audited by and with the report of Lessee's auditor. (m) On the Commencement Date of each Lease, Lessee shall cause to be executed and delivered to Lessor an Opinion of Lessee's Counsel in substantially the form attached as Exhibit C hereto. (n) Lessee has not previously failed (for whatever reason) to appropriate amounts sufficient to pay its obligations that are subject to annual appropriation. 21. Execution in Counterparts; Chattel Paper. This Agreement and each Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided, however, that only Counterpart No. 1 of each Lease (including the terms and conditions of this Agreement incorporated therein by reference) shall constitute chattel paper for purposes of the applicable Uniform Commercial Code. 22. Applicable Law. TIIIS AGREEMENT AND EACH LEASE SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE. 23. Binding Effect; Severability; Survival. This Agreement and each Lease shall not become effective until accepted by Lessor at its herein -described office, and upon such acceptance shall inure to and bind the parties, their successors, legal representatives and assigns. No provision of this Agreement or any Lease that may be construed as unenforceable shall in any way invalidate any other provision hereof or thereof, all of which shall remain in full force and effect. 24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when mailed to said party by certified mail, return receipt requested, at its address set forth herein or such other address as either may designate for itself in such notice to the other. This Agreement and each Lease constitute the entire mutual understanding of the parties regarding the subject matter hereof and thereof and may not be modified except in writing, signed by the party against whom such modification is asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver such further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes of each Lease and any assignment thereof. In the event a court with competent jurisdiction rules that the interest rate charged under a Lease exceeds the maximum rate of interest allowed by applicable law, then the effective rate of interest under such Lease shall be automatically reduced to the maximum lawful rate allowable under the applicable laws. Page 6 of 6 EXHIBIT A SAULSBURY HILL FINANCIAL, LLC EQUIPMENT SCHEDULE MASTER EQUIPMENT EASE -PURCHASE AGREEMENT NO.: 2005-01 DATE OF MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT August 23,2005 EQUIPMENT SCHEDULE NO.: 01 EQUIPMENT SCHEDULE DATE: August 23, 2005 LESSEE: City of National City, California COMMENCEMENT DATE: August 23, 2005 SCHEDULED TERM (NUMBER of MONTHS): 60 Months (5 years in 20 quarterly payments) 1. DESCRIPTION OF THE EQUIPMENT. 1 Pierce 1500 GPM Triple Combination Pumper Mounted on a Pierce Custom Arrow XT chassis together with all accessories, attachments, substitutions and accessions. 2. EQUIPMENT LOCATION: Station 31,2333 Euclid Avenue, National City, California 91950 3. RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows: Interest Rate: 3.69% Date Interest Principal Total Rental Concluding Due Component Component Payment Due Payment 08/23/05 $ 0.00 $ 19,613.22 $ 19,613.22 $350,597.58 11/23/05 3,140.06 16,473.16 19,613.22 333,630.23 02/23/06 2,988.09 16,625.13 19,613.22 316,506.34 05/23/06 2,834.73 16,778.49 19,613.22 299,224.50 08/23/06 2,679.95 16,933.27 19,613.22 281,783.23 11/23/06 2,523.74 17,089.48 19,613.22 264,181.06 02/23/07 2,366.09 17,247.13 19,613.22 246,416.52 05/23/07 2,206.98 17,406.24 19,613.22 228,488.09 08/23/07 2,046.41 17,566.81 19,613.22 210,394.28 11/23/07 1,884.36 17,728.86 19,613.22 192,133.55 02/23/08 1,720.81 17, 892.41 19,613.22 173,704.37 05/23/08 1,555.75 18,057.47 19,613.22 155,105.18 08/23/08 1,389.17 18,224.05 19,613.22 136,334.41 11/23/08 1,221.05 18,392.17 19,613.22 117,390.47 02/23/09 1,051.38 18,561.84 19,613.22 98,271.77 05/23/09 880.15 18,733.07 19,613.22 78,976.71 08/23/09 707.34 18,905.88 19,613.22 59,503.66 11/23/09 532.93 19,080.29 19,613.22 39,850.96 02/23/10 356.92 19,256.30 19,613.22 20,016.97 05/23/10 179.27 19 433.95 19 613.22 0.00 TOTALS $32,265.18 $359,999.22 $392,264.40 * Assumes that all rental payments and additional rentals due on and prior to that date have been paid. A-1 4. Lessee's current Fiscal Period extends from July 1 to June 30. 5. For purposes of this Schedule, "State" means the State of California 6. The terms and provisions of the Master Equipment Lease -Purchase Agreement described above (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 7. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants sct forth in such Master Equipment Lease -Purchase Agreement (particularly Paragraph 20 thereof) are true and correct as though made on the date of execution of this Schedule. CITY OF NATIONAL CITY, CALIFORNIA, as Lessee By: 1 14 Name: nz.nza Title: Mayor SAULSBURY HILL FINANCIAL, LLC, as Lessor Counterpart No. of manually executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. A-2 EXHIBIT A-1 (TO EQUIPMENT SCHEDULE NO. 01) CERTIFICATE OF ACCEPTANCE The undersigned, as Lessee under that certain Master Equipment Lease -Purchase Agreement No. 2005-01 dated August 23, 2005 (the "Agreement"), which is incorporated by reference into that certain Equipment Schedule No. 01 dated August 23, 2005 (the "Lease"), each with Saulsbury I-Iill Financial, LLC, as lessor ("Lessor"), hereby certifies: I. The items of the Equipment identified in the Lease (the "Equipment") have been delivered and installed at the location(s) set forth therein. 2. A present need exists for the Equipment which need is not temporary or expected to diminish in the near future. The Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority. 3. The estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs is not less than the term of lease with respect to the Equipment. 4. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purpeses as of the dale of this Certificate. 5. The Equipment is covered by insurance in the types and amounts required by the Lease. 6. No Event of Default, as such term is defined in the Lease, and no event which with the giving of notice or lapse of time or both, would become an Event of Default, has occurred and is continuing on the date hereof. 7. Sufficient funds have been appropriated by Lessee for the payment of all rental payments due under the Lease during Lessee's current Fiscal Period. S. Based on the foregoing, Lessor is hereby authorized and directed to fund the acquisition of the Equipment set forth in the Lease by paying, or causing to be paid, the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices. 9. The following documents are attached hereto and made a part hereof: (a) Equipment List; (b) Original Invoice(s); and (c) Copies of Certificate(s) of Origin, when applicable, designating Lessor as lienholder if any part of the Equipment consists of motor vehicles, and evidence of filing. If Lessee paid an invoice prior to the commencement date of the Lease and is requesting reimbursement for such payment, also attach a copy of evidence of such payment together with a copy of Lessee's Declaration of Official Intent and other evidence that Lessee has satisfied the requirements for reimbursement set forth in Treas. Reg. 1.150-2. Date: August 23, 2005 CITY OF NATIONAL CITY, CALORN as Lessee By: A-1-1 Name: Title: EXHIBIT A-2 (TO EQUIPMENT SCHEDULE NO. 01) [ATTACH`I.R.S. FORM 8038-G OR 8038-GC, AS APPROPRIATE] A-2-1 Form 8038-G (Rev. November 2000) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Obligations I. 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 I Reporting Authorit If Amended Return, check here 11.- 1 Issuer's name City of National City 2 Issuer's employer identification number 95 : 6000749 3 Number and street (or P.O. box if mail is not delivered to street address) 1243 National City Boulevard Room/suite 4 Report number 3 2005-1 5 City, town, or post office, state, and ZIP code National City, California 91950-4397 6 Date of issue August 23, 2005 7 Name of issue Master Equipment Lease -Purchase Agreement No. 2005-1, dated August 23, 2005 8 CUSIP number None 9 Name and title of officer or legal representative whom the IRS may call for more information Bill Yeomans, Interim Finance Director 10 Telephone number of officer or legal representative ( 619 ) 336-4330 Part II Type of Issue (check applicable box(es) and enter the issue price) See instructions and 11 ❑ Education 12 ❑ Health and hospital . . 13 ❑ Transportation . . 14 ❑Public safety, , . . 15 ❑ Environment (including sewage bonds) 11 attach schedule 12 13 14 15 16 16 ❑ Housing . E Utilities . 'Other. Describe ► 19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box ► E 20 If obligations are in the form of a lease or installment sale, check box . . . , . ► ❑ Description of Obligations. Complete for the entire issue for which this form is being filed. 17 18 Part III • 1 Pierce 1500 GPM Triple Combination Pumper Mounted on a Pierce Custom Arrow XT chassis 17 18 359,999.22 21 (a) Final maturity date (b) Issue price (c) Stated retlemp[ion price at maturity (d) Weighted average maturity (e) Yield 5/23/2010 $ 359,999.22 $ 359,999.22 5 years 3.69 Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest , . , . . . . . , , , . 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) . . 24 . . . , 0 22 0 23 359,999.22 0 25 Proceeds used for credit enhancement 25 0 . , . . . , . . , , , 26 Proceeds allocated to reasonably required reserve or replacement fund 26 0 27 Proceeds used to currently refund prior issues 27 0 . . , . , . , 28 Proceeds used to advance refund prior issues 28 0 29 Total (add lines 24 through 28) . . . . . . . , . . 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 29 30 359,999.22 Part V 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 ► Part VI Miscellaneous N/A 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 ► ❑ and 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 . . . . , . . .• , . . . ► ❑ Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. 35 36a N/A 0 rA 37a N/A enter the name of the Sign Here ' Signature of issuer's au d representative Date August 23, 2005 Bill Yeomans, Interim Finance Director 0. Type or print name and title For Paperwork Reduction Act N 1918497 e, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000) EXHIBIT A-3 (TO EQUIPMENT SCHEDULE NO. 01) NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF LEASE Saulsbury Hill Financial, LLC ("Lessor") and City of National City, California ("Lessee") have entered into a Master Equipment Lease -Purchase Agreement No. 2005-01 dated August 23, 2005, and Equipment Schedule No. 01 dated August 23, 2005 (collectively the "Lease "), under which Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipment") described in such Equipment Schedule. Lessee is hereby notified that Lessor has assigned its right, title and interest in and to the Lease, thc leased Equipment and the rental payments as permitted by the Lease. Lessee is hereby directed to pay any and all rental payments and other amounts due with respect to which Lessor's assignee ('Assignee ") renders an invoice, at the address set out immediately below or as otherwise directed in said invoice: "ASSIGNEE" All Points Public Funding, LLC 275 Broadhollow Road Melville, New York 11747 By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the Lease as directed in the invoice without any set-off or deduction whatsoever notwithstanding any defect in, damage to or requisition of any of the Equipment leased under thc Lease, any other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee. Lessee further acknowledges and agrees that Assignee has not assumed any of Lessor's obligations or duties under the Lease or made any warranties whatsoever as to the Lease or the Equipment. Lessee agrees that no change may be made to the Lease without the prior written consent of Assignee. By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease are true and correct on the date hereof. Date: August 23 , 2005 CITY OF NATIONAL CITY, CAORNIA, as Lessee By: A-3-1 EXHIBIT A-4 (TO EQUIPMENT SCHEDULE NO. 01) August 23, 2005 Re: Master Equipment Lease -Purchase Agreement No. 2005-01 dated August 23, 2005 and Equipment Schedule No. 01 thereto Ladies and Gentlemen: In connection with the above•referenced Equipment Schedule No. 01, City of National City, California, as lessee (the "Lessee"), is required to provide evidence of insurance for the coverages and endorsements set forth below, such evidence of insurance should reflect the interest of its assignee. A. Liability Insurance. Lessee is required to maintain public liability insurance, personal injury and property damage with policy limits of $500,000. The policy should be endorsed to name Saulsbury Hill Financial, LLC ("SHF") as an additional insured. B. Casualty Insurance. Lessee is required to maintain all risk extended coverage, malicious mischief and vandalism insurance for the Equipment described in the above -referenced Equipment Schedule in thc amount not less than the full replacement cost of the Equipment. Such insurance shall be endorsed to name SHF as a co -loss payee with respect to such Equipment. The required insurance should also be endorsed to give SHF at least 30 days prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that thc interest of SHF shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee. Lessee appreciates your prompt attention to this matter. Very truly yours, CITY OF NATIONAL CIa'Y, C AL By: Name: Title: A-4-1 Nic Inzunz a Maybr NICK INZUNZA MAYOR August 24, 2005 Saulsbury Hill Financial, LLC 1614 15th Street — 3rd Floor Denver, Colorado 80202-1304 Re• Master Equipment Lease -Purchase Agreement No. 2005-01 dated August 23, 2005 and Equipment -Schedule No. 01 thereto Ladies and Gentlemen: Under the above -referenced Equipment Schedule No. 01, City of National City 'D California , as lessee ("Lesseeis required to maintain certaininsurance policies with respect to the Equipment subiiect thereto and that is acceptable to Saulsbury Hill Financial, LLC. Enclosed you will find copies of the following insurance policies: Memorandum of Insurance, Additional Insured Endorsement, Evidence of Property Insurance, Public Entity Property Insurance Program Schedule #3 Lender's Loss Payable Endorsement, Performance & Payment Bond, Dual Obligee Rider, and Power of Attorney and Certificate of Authority of Power of Attorney. Please do not hesitate to contact me if you have any questions concerning this letter. Very truly yours, CITY OF NATIONAL CITY, CALIFORNIA By: Name: Nick lnzunza Title: Mayor EXIIIBIT A-5 (TO EQUIPMENT SCHEDULE NO. 01) A-5-1 CITY ADMINISTRATION BUILDING • 1243 NATIONAL CITY BOULEVARD • NATIONAL CITY • CALIFORNIA 91950 TEL (619) 336-4526 . FAX (619) 336-4239 • NInzunza@ci.national-city.ca_us MEMORANDUM OF INSURANCE ISSUE DATE 8/23/2005 DRIVER ALLIANT INSURANCE SERVICES, INC. P.O. BOX 6450 NEWPORT BEACH, CA 92658-6450 (949) 756-0271 THIS MEMORANDUM IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE MEMORANDUM HOLDER. THIS MEMORANDUM DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE SHOWN BELOW. * SAN DIEGO POOLED INSURANCE COVERAGE AFFORDED BY INSURED PROGRAM AUTHORITY AND MEMBER AGENCY OF: LETTER A: INDIVIDUAL CITY'S SELF -INSURED RETENTION CITY OF NATIONAL CITY NATIONAL CITY JOINT POWERS FINANCING AUTHORITY 1243 NATIONAL CITY BLVD. NATIONAL CITY, CA 91950 LETTER B: "San Diego Pooled Insurance Program Authority, A Public Agency." * MEMBER AGENCY OF THE SAN DIEGO POOLED INSURANCE PROGRAM AUTHORITY COVERAGE PER CA. GOVERNMENT CODE SECTION 990.4(a), 990.8(c) THIS IS TO CERTIFY THAT A MEMORANDUM OF INSURANCE BELOW HAS BEEN ENTERED INTO BY INSURED NAMED ABOVE AS AUTHORIZED BY CALIFORNIA GOVERNMENT CODE SECTION 990.4(a) AND 990.8(c) FOR THE PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE CONTRACT DESCRIBED HERE IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF THE SUCH CONTRACT. MEMORANDUM MEMORANDUM MEMORANDUM LIABILITY LIMITS IN THOUSANDS LTR TYPE OF COVERAGE NUMBER EFFECTIVE DATE EXPIRATION DATE EACH OCCURRENCE AGGREGATE A GENERAL AND AUTOMOBILE LIABILITY SELF INSURED 07/01/05 07/01/06 BI & PD COMBINED 100, N/A PERSONAL INJURY INCL, B EXCESS LIABILITY" " SDC 0020 07/01/05 07/01/06 BI & PD COMBINED 1,900, * * THE ABOVE NOTED MEMORANDUM OF INSURANCE IS A CLAIMS -MADE CONTRACT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / SPECIAL ITEMS LEASE PURCHASE AGREEMENT #2005-01 - FOR 1 PIERCE 1500 GPM TRIPLE COMBINATION PUMPER FIRE TRUCK COST $360,000. SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. Al MEMORANDUM HOLDER CANCELLATION SAULSBURY HILL FINANCIAL, LLC SHOULD ANY OF THE ABOVE DESCRIBED CONTRACTS BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE AUTHORITY WILL ENDEAVOR TO MAIL 30 DAYS' WRITTEN NOTICE TO THE HOLDER NAMED HEREON BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE AUTHORITY, OR ITS REPRESENTATIVES. EXCEPT 10 DAYS FOR NON-PAYMENT OF PREMIUM. 1614 15TH ST., 3RD FLOOR DENVER, CO 80202-1304 AUTHORIZED SIGNATURE 9.1.4,..CA„__. G:UPUnitGSandpipalSd-Uability1Sd-L lab-ceP_Sd-lob-pri clot Endorsement Per Contract Effective 7/1/05 Contract Number SDC 0020 ADDITIONAL INSURED ENDORSEMENT In consideration of the payment of premium, it is agreed for claims occurring and reported after 7/1/98, that the following amendments / additions apply: 1. Section III — Persons and/or Entities Insured, is amended to include any person(s) or organization(s) when required in a written contract or agreement to provide coverage but only for Personal Injury or Property Damage liability which: a. is covered by this Memorandum of Insurance; and b. arises out of: 1. the normal course of the Named Insured's operations; or 2. ownership, maintenance or use of that part of the premises or land rented to or leased to and occupied by, the Named Insured; or 3. work perfonned for that insured by the Named Insured; or 4. that Insured's financial control of the Named Insured; or 5. the maintenance, operation or Use by the Named Insured of any equipment or Automobile leased to you by such person(s) or Qrganization(s). 2. The limits of coverage afforded to such person(s) or organization(s) will be: a. the minimum limits of coverage which the Named Insured agreed to provide; or b. the limits of coverage of this Memorandum of Insurance, whichever is less. 3. Coverage provided under this Endorsement expires: a. when the written contract or agreement ceases; or b. when the Named Insured ceases to be a tenant in the premises. Attached to and forming part of Contract number SDC 0020 of the San Diego Pooled Insurance Program Authority Memorandum of Insurance. Dated at: Newport Beach this 23 day of August , 2005. By: \29.1AA_ Authorized Representative CJPUN(TSANUPIYA.SD-LIaRILI1-1'5C)-LLa8-CER, SD-POOL-.II-END.DOC PRODUCER DRIVER ALLIANT INSURANCE SERVICES, INC. P.O. BOX 6450 NEWPORT BEACH, CA 92658-6450 PHONE (949) 756-0271 / FAX (949)755-2713 jNSURED PUBLIC ENTITY PROPERTY INSURANCE PROGRAM SAN DIEGO POOLED INSURANCE PROGRAM AUTHORITY (SANDPIPA) INCLUDING: CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD. NATIONAL CITY, CA 91950 ISSUE DATE (MM!DO/YY) 08/23/05 THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. COMPANY VARIOUS INSURERS: SEE ATTACHED. LOAN NUMBER POLICY NUMBER VARIOUS EFFECTIVE DATE (MM!DDTYY) i EXPIRATION DATE (MM/DONY) 07/01 /05 07/01 /06 THIS REPLACES PRIOR EVIDENCE DATED: CONT. UNTIL j TERMINATED IF CHECKED j PRFWI RTY EPr. MATIGIN_ LOCATION / DESCRIPTION AS RESPECTS: LEASE PURCHASE AGREEMENT #2005-01 - FOR 1 PIERCE 1500 GPM TRIPLE COMBINATION PUMPER FIRE TRUCK COST $360,000. COVERAGE / PERILS ! FORMS + AMOUNT OF INSURANCE ALL RISKS OF DIRECT PHYSICAL LOSS OR DAMAGE. COVERAGE INCLUDES REAL AND $1,00,000,000 LOSS PERSONAL PROPERTY, RENTAL INCOME INCLUDING BOND REVENUE REQUIREMENTS, LIMIT PER BUSINESS INTERRUPTION, EXTRA EXPENSE AND ALL EXTENSIONS OF COVERAGE AS OCCURRENCE SHOWN ON MANUSCRIPT POLICY FORM. SUBJECT TO PROGRAM SUB -LIMITS REPAIR OR REPLACEMENT COST VALUATION. #EARTHQUAKE COVERAGE APPLIES ONLY IF COVERAGE IS ELECTED PER INSURED'S PROPERTY SCHEDULE. SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. $30,000,000 PER OCCURRENCE AND IN THE ANNUAL AGGREGATE APPLICABLE TO EARTHQUAKE *AND FLOOD. LIMIT IS SHARED WITH ALL SANDPIPA MEMBERS. DEDUCTIBLE SEE BELOW .REMARK$ .10M h1S$ $0-5,10 DEDUCTIBLES: ALL RISK "BASIC": AUTO COMPREHENSIVE: AUTO COLLISION: FLOOD: EARTHQUAKE: 55,000 $5,000 $5,000 $250,000 FLOOD ZONES A&V; $100,000 OTHERS $5% $100,000 MIN. EXCEPT 10% $100,000 PRIOR TO 1940 Cf+.NCE'`LLATION THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS' WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. 'EXCEPT 10 DAYS FOR NON-PAYMENT OF PREMIUM. AD D I Ti O NA`t. IN.TE RES T NAME AND ADDRESS SAULSBURY HILL FINANCIAL, LLC 1614 15TH ST., 3RD FLOOR DENVER, CO $0202-1304 I`l NATURE OF INTEREST 1 MORTGAGEE I ADDITIONAL INSURED X LOSS PANES J r f (OTHER) SIGNATURE OF AUTHORIZED/Pb" E/NT OF COMPANY V' II .Yu1A� 1 '• rtl' G:`JPUnit,SemlpipptSd-PropetlylSd-Prop-cer Sd-Prop.pn.doc driver•alliant INSURANCE SERVICES PUBLIC ENTITY PROPERTY INSURANCE PROGRAM (PEPIP) SCHEDULE #3 INSURANCE COMPANIES :AappipApps,!%,J1r8terteipolox-;$4•-,.,•cpvot-NottNix,::, Primary $10,000,000 "All Risk" *Including Earthquake and Flood, *Including CA Earthquake Lexington Insurance Company 100% $ 10,000,000 RKS 105900603 50% of $240,000,000 x/s $10,000,000 "All Risk" *Including EQ and Flood, CA EQ Sublimited to 5125M RKH - Great Lakes 50% $ 60,000,000 RKS105900603A RKH - Lloyds of London 50% $ 60,000,000 RKS105900603C 4-:i-..74•:-.:i,:5m44t::::;:,.--.::::,.. :.,i,,, $420;001'.00,(tf4:R:iti--,:4,:.:-..J,!•:',.::g,,1„, ',•'::..,•:.•-,..,,i.:,-:•.:!. 50% of $90,000,000 x/s 510.000,000 "All Risk" *Including EQ and Flood, CA EQ Sublimited to 525M Commonwealth Insurance Co. 40% $ 18,000,000 US5738 AXIS Specialty Ins. Corp. 24% $ 10,800,000 EAF71598701 Essex Insurance Co. 20% $ 9,000,000 EPEP10049 ARCH ins. 16% $ 7,200,000 Utilafgal , ESP000834700 .42aliktg 50% of 5150,000,000 xis $100,000,000 "All Risk" *Including Flood, Excluding CA EQ Commonwealth Insurance Co. 50% $ 37,500,000 US5739 AXIS Specialty ins. Corp. 50% $ 37,500,000 EAF71598801 11.03.0:VanIERENNaliKEWital '4FROT00%qariMMV,7041:0WOOSIN,,w,,„,icAvNgieq4:,,....,,,,v: $250,000,000 xis $250,000,000 "All Risk" Excluding Flood & EQ RKH - Lloyds o 'London 100% $ 250,000,000 RKS105900603C otal $500,000,000 x/s $500,000,000 "All Risk" Excluding Flood & EQ Insurance Co of the West 100% $500,000,000 CH0187181202 50% of $25,000,000 xis $25,000,000 *Earthquake Only Insurance Co of the West 100% $ 12,500,000 XH0213302901 -Total, 19 *Applies if optional coverage is purchased Page 1 of 2 driver.aWiiant INSURANCE SERVICES PUBLIC ENTITY PROPERTY INSUJRANCE PROGRAM (PEPIP) SCHEDULE #3 INSURANCE COMPANIES ART . JP. TI(3 o ,. P %R l I( IPt1'1;iQ1l 01 £12 OTEI'Tt7 50% of $16,650,000 x/s $50,000,000 *Earthquake Only Great American Assurance Co. 76% $ 6,327,000 CPP4718604 Greenwich Insurance Co. 24% $ 1,998,000 ACG4518604 ..., _ Total ' 100lri $ _ 830a. *BOILER & MACHINERY Primary $10,000,000 Lexington Insurance Company 100% -fiatal � �(lti' $ 10,000,000 RKS 105900603 50% of $90,000,000 xis $10,000,000 CNA 100% ;Ii $ 45,000,000 IWO BM1098667553 50% of $90,000,000 xis $10,000,000 Great Lakes 50% $ 22,500,000 RKS105900603A Lloyds of London 50% $ 22,500,000 RKS105900603C 1004 - - 5000,ff#10 . _ _."_ *Applies if optional coverage is purchased Page 2 of 2 S.F. FORM Form 438BFU NS (Rev. May 1, 1942) X LENDER'S LOSS PAYABLE ENDORSEMENT Loss or damage, if any, under this policy, shall be paid to the Payee named on the first page of this policy, its successors and assigns, hereinafter referred to as `the Lender", in whatever form or capacity its interests may appear and whether said interest be vested in said Lender in its individual or in its disclosed or undisclosed fiduciary or representative capacity, or otherwise, or vested in a nominee or trustee of said Lender. 2. The insurance under this policy, or any rider or endorsement attached thereto, as to the interest only of the Lender, its successors and assigns, shall not be invalidated nor suspended: (a) by any error, omission, or change respecting the ownership, description, possession, or location of the subject of the insurance or the interest therein, or the title thereto; (b) by the commencement of foreclosure proceedings or the giving of notice of sale of any of the property covered by this policy by virtue of any mortgage or trust deed; (c) by any breach of warranty, act, omission, neglect, or non-compliance with any of the provisions of this policy, including any and all riders now or hereafter attached thereto, by the named insured, the borrower, mortgagor, trustor, vendee, owner, tenant, warehouseman, custodian, occupant, or by the agents of either or any of them or by the happening of any event permitted by them or either of them, or their agents, or which they failed to prevent, whether occurring before or after the attachment of this endorsement, or whether before or after a Toss, which under the provisions of this policy of insurance or of any rider or endorsement attached thereto would invalidate or suspend the insurance as to the named insured, excluding herefrom, however, any acts or omissions of the Lender while exercising active control and management of the property. 3. In she event of failure of the insured to pay any premium or additional premium which shall be or become due under the terms of this policy or on account of any change in occupancy or increase in hazard not permitted by this policy, this Company agrees to give written notice to the Lender of such non-payment of premium after sixty (60) days from and within one hundred and twenty (120) days after due date of such premium and it is a condition of the continuance of the rights of the Lender hereunder that the Lender when so notified in writing by this Company of the failure of the insured to pay such premium shall pay or cause to be paid the premium due within ten (10) days following receipt of the Company's demand in writing therefor. If the Lender shall decline to pay said premium or additional premium, the rights of the Lender under this Lender's Loss Payable Endorsement shall not be terminated before ten (10) days after receipt of said written notice by the Lender. 4. Whenever this Company shall pay to the Lender any sum for loss or damage under this policy and shall claim that as to the insured no liability therefor exists, this Company, at its option, may pay to the Lender the whole principal sum and interest and other indebtedness due or to become due from the insured, whether secured or unsecured, (with refund of all interest not accrued), and this Company, to the extent of such payment, shall thereupon receive a full assignmentand transfer, without recourse, of the debt and all rights and securities held as collateral thereto. 5. If there be any other insurance upon the within described property, this Company shall be liable under this policy as to the Lender for the proportion of such loss or damage that the sum hereby insured bears to the entire insurance of similar character on said property under policies held by, payable to and expressly consented to by the Lender. Any Contribution Clause included in any Fallen Building Clause Waiver or any Extended Coverage Endorsement attached to this contract of insurance is hereby nullified, and also any Contribution Clause in any other endorsement or rider attached to this contract of insurance is hereby nullified except Contribution Clauses for the compliance with which the insured has received reduction in the rate charged or has received extension of the coverage to include hazards other than fire and compliance with such Contribution Clause is made a part of the consideration for insuring such other hazards. The Lender upon the payment to it of the full amount of its claim, will subrogate this Company (pro rata with all other insurers contributing to said payment) to all of the Lender's rights of contribution under said other insurance. 6. This Company reserves the right to cancel this policy at any time, as provided by its terms, but in such case this policy shall continue in force for the benefit of the Lender for ten (10) days after written notice of such cancellation is received by the Lender and shall then cease. 7. This policy shall remain in full force and effect as to the interest of the Lender for a period of ten (10) days after its expiration unless an acceptable policy in renewal thereof with loss thereunder payable to the Lender in accordance with the terms of this Lender's Loss Payable Endorsement, shall have been issued by some insurance company and accepted by the Lender. 8. Should legal title to and beneficial ownership of any of the property covered under this policy become vested in the Lender or its agents, insurance under this policy shall continue for the term thereof for the benefit of the Lender hut, in such event, any privileges granted by this Lender's Loss Payable Endorsement which are not also granted the insured under the terms and conditions of this policy and/or under other riders or endorsements attached thereto shall not apply to the insurance hereunder as respects such property. 9. All notices herein provided to be give by the Company to the Lender in connection with this policy and this Lender's Loss Payable Endorsement shall be mailed to or delivered to the Lender at its office or branch described on the first page of the policy. Approved: Board of Fire Underwriters of the Pacific, California Hankers' Association Committee on Insurance. G, Plina'Sandprpa'Sd-P.openySd-Prop-ccr'-_438bfu.dac TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY Hartford, Connecticut 06183-9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organised under the laws of the State of Connecticut, and having their principal offices in the City of Hartford, County of Hartford, State of Connecticut, (hereinafter the "Companies") hath made, constituted and appointed, and do by these presents. make, constitute and appoint: Richard J. DeVries, Toni Schinke, Stacey L. Ryan, Timothy R. Nickels, of Appleton, Wisconsin, their true and lawful Attomey(s)-in-Fact, with full power and authority hereby conferred to sign, execute and acknowledge, at any place within the United States, the following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind the Companies, thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said Attomey(s)-in-Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attomeys-in-Fact and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by one or more Attomeys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and sealed by facsimile (mechanical or printed) under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. (11-00 Standard) IN WITNESS WHEREOF, TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY have caused this instrument to be signed by their Senior Vice President and their corporate seals to be hereto affixed this 14th day of February 2003. STATE OF CONNECTICUT }SS. Hartford COUNTY OF HARTFORD TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY By George W. Thompson Senior Vice President On this 14th day of February, 2003 before me personally came GEORGE W. THOMPSON to me known, who, being by me duly sworn, did depose and say: that he/she is Senior Vice President of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, the corporations described in and which executed the above instrument; that he/she knows the seals of said corporations; that the seals affixed to the said instrument are such corporate seals; and that he/she executed the said instrument on behalf of the corporations by authority of his/her office under the Standing Resolutions thereof. Mema. C ttrite.cuadi- My commission expires June 30, 2006 Notary Public Marie C. Tetreault ('FRTIFICATE I, the undersigned, Assistant Secretary of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, stock corporations of the State of Connecticut, DO HEREBY CERTIFY that the foregoing and attached Power of Attorney and Certificate of Authority remains in full force and has not been revoked; and furthermore, that the Standing Resolutions of the Boards of Directors, as set forth in the Certificate of Authority, are now in force. Signed and Sealed at the Home Office of the Company, in the City of Hartford, State of Connecticut. Dated this /5- day of azip6a, , 2005. By Kori M. Johanson Assistant Secretary, Bond PERFORMANCE AND PAYMENT BOND TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Hartford, Connecticut 06156 Bond Number 104569518 KNOW ALL MEN BY THESE PRESENTS, THAT, Pierce Manufacturing Inc. 2600 American Drive, PO Box 2017 Appleton, WI 54913-2017 (hereinafter called Principal), as Principal, and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a corporation organized and existing under the laws of the State of Connecticut with its principal office in the City of Hartford, Connecticut, (hereinafter called Surety), as Surety, are held and firmly bound unto City of National City 2100 Hoover Ave. National City, CA (hereinafter called the Owner), and to all persons who furnish labor or material directly to the Principal for use in the prosecution of the work hereinafter named, in the just and full sum of Three Hundred Fifty Nine Thousand Nine Hundred Ninety Nine Dollars and 22/100 Dollars ($359,999.22 ) to the payment of which sum, well and truly to be made, the said Principal and Surety bind themselves, and their respective heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written contract with the Owner, dated the 15th day of August , 2005 for One (1) Pierce Arrow XT Pumper which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor and material entering into the work, and if the said Principal shall pay all persons who shall have furnished labor or material directly to the Principal for use in the prosecution of the aforesaid work, each of which said persons shall have a direct right of action on this instrument in his/her own name and for his/her own benefit, subject, however, to the Owner's priority, then this obligation to be void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, that no action, suit or proceeding shall be had or maintained against the Surety on this instrument unless the same be brought or instituted and process served upon the Surety within two years after completion of the work mentioned in said contract, whether such work be completed by the Principal, Surety or Owner; but if there is any maintenance period provided in the contract for which said surety is liable, an action for maintenance may be brought within two years from the expiration of the maintenance period, but not afterwards. BY ACCEPTANCE of this bond, it is hereby acknowledged that the attached Dual Obligee Rider becomes a part of this bond. IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 15th day of August 2005 . Witness Pierce M By C/I ufacturingInc. (SEAL) Principal TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA mi (1(1 . c? By ��TZli (SEAL) Kim M DuFord Witness Toni Schink ORNEY-IN-FACT Surety 12/30/97 PIERDUOB/BOND DUAL OBLIGEE RIDER To be attached to and form a part of bond # 104569518 executed by TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, as Surety this 15th day of August, 2005 in the amount of Three Hundred Fifty Nine Thousand Nine Hundred Ninety Nine Dollars and 22/100 ($ 359,999.22 ) on behalf of Pierce Manufacturing Inc. 2600 American Drive, PO Box 2017 Appleton, WI 54913-2017 as Principal, in favor of the City of National City 2100 Hoover Ave. National City, CA as Obligee. Whereas, upon the request of the Principal and Obligee, the attached bond is hereby amended to add Saulsbury Hill Financial 1614 15th St., 3rd Floor Denver, CO 80202-1304 as additional Obligee. The Surety shall not be liable under this bond to the Obligees, or either of them, unless the said Obligees or either of them, shall make payments to the Principal or to the Surety, in case it arranges for the completion of the contract upon default of the Principal, strictly in accordance with the terms of said contract as to payments, and shall perform all the other obligations to be performed under said contract at the time and in the manner therein set forth. In no event shall the Surety be liable in the aggregate to both Obligees for more than the penalty of is Performance Bond, nor shall it be liable except for a single payment for each single breach or default. At the Surety's election, any payment due to either Obligee may be made by its check issued jointly to both. All other terms and conditions of this bond are unchanged except as herein above modified. TRAVDUOB/BOND STPAUL TRAVELERS IMPORTANT DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE On November 26, 2002, President Bush signed into law the Terrorism Risk Insurance Act of 2002 (the "Act"). The Act establishes a short-term program under which the Federal Government will share in the payment of covered losses caused by certain acts of international terrorism. We are providing you with this notice to inform you of the key features of the Act, and to let you know what effect, if any, the Act will have on your premium. Under the Act, insurers are required to provide coverage for certain losses caused by international acts of terrorism as defined in the Act. The Act further provides that the Federal Government will pay a share of such losses. Specifically, the Federal Government will pay 90% of the amount of covered losses caused by certain acts of terrorism which is in excess of an insurer's statutorily established deductible for that year. The Act also caps the amount of terrorism -related losses for which the Federal Government or an insurer can be responsible at $100,000,000,000.00, provided that the insurer has met its deductible. Please note that passage of the Act does not result in any change in coverage under the attached policy or bond (or the policy or bond being quoted). Please also note that no separate additional premium charge has been made for the terrorism coverage required by the Act. The premium charge that is allocable to such coverage is inseparable from and imbedded in your overall premium, and is no more than one percent of your premium. ILT-1018 (9/04) taCe QUALITY FIRE APPARATUS ATTN: BILL YEOMANS CITY OF NATIONALCITY 1243'NATIONAL CITY BLVD NATIONAL CITY CA 91950 MANUFACTURING Inc. P.O. BOX 2017 APPLETON, WI 54912 TEL. (920) - 832-3000 116/2005 M020396 YOUR Q@f,15 1?Rh CT ►i.S OUR ORDER NO.... UPON 6� EIPT DELIVERY DATE VIA ,E.' Z „i ai % I`. i='11Rt+4 xt Ak!3 4 `,+rv„n �iim..Fk i :�(.7,+..A'5'f>a)t} �r.1 t Il.' dt iG2 " 2 >tv G3i r3.�. F 4rv; + • o F;: ri . i 'uhsr £"I vi-f•.'� • �8r i�+ ": 3 ��,4r.vtn �'� 4.:.. F>{¢`!'aSy�'s`f�,.�# i .laa i.. 1 C 0% PREPAYMENT ON PIERCE FIRE APPARATUS 3 347,469.00 LESS: PREPAYMENT DISCOUNT (13,363.00) SLBTOTAL 334.106.00 CALIFORNIA STATE SALES TAX 25,893.22 NET DUE PIERCE „�i f 4s��s zliv3 „a"-s rx. `rm;a n #�sn sre lG 4 iNa aC£'N 359,1 99,22 REMIT PAYMENT TO: PIERCE MANUFACTURING INC. 7751 COLLECTIONS CENTER DRIVE - CHICA , m S50693 ORIGINAL INVOICE SEE ENCLOSEDINSTRUCTIONS FOR FURTHER INFORMATION PIERCE MANUFACTURING INC. AN OSHKOSH TRUCK CORPORATION COMPANY • ISO 900I' 2000 CERTIFIED 2600 AMERICAN DRIVE POST OFFICE BOX 2017 APPLETON, WISCONSIN 54912-2017 920-832-3000 • FAX 920-832-3208 www.piercemfg.com PAYMENT METHOD INSTRUCTIONS PREFERRED OPTION: In order to avoid delays in the receipt and / or application of your remittance, we recommend that you forward all payments electronically (via FEDWIRE or ACH systems) to the following: WIRE Bank of America NA 231 S LaSalle Street Chicago, IL 60697 ABA Number: 071000039 Account Name: Pierce Manufacturing, Inc. Account Number: 86661-11009 SWIFT code (International wires only): BOFAUS44 Please reference the job name/number with the transaction! ALTERNATIVE OPTION: In the event that you wish to forward your remittance via check, you should follow the instructions outlined below: Check sent via US Mai! system: Pierce Manufacturing, Inc. 7751 Collections Center Drive Chicago, IL 60693 Check sent via courier service to bank street address: 'PS Bank of America NA 7751 Collections Center Drive Chicago, IL 60693 Please note: unless specifically authorized DO NOT send your remittance to the company's office address. However, you may bring final payment with you at the time of pickup. Also remember to bring a copy of your insurance binder/coverage. On all remittances please reference the purchase order or invoice number(s) you wish payment to be applied to. Updated: 05/07/2002 MANUFACTURING Inc. QUALITY FIRE APPARATUS ATTN: BILL YEOMANS CITY OF NATIONAL CITY 1243 NATIONAL CITY I3LVD NATIONAL CITY CA 91950 P.O. BOX 2017 APPLETON, WI 54912 TEL. (920) - 832-3000 A INVOIOEN UN M620396 YOUR QF�QF,f RA^T 4411V 1 4 OUR ORDER NO. ON ON DELIVERY DATE VIA �4�1S I�+T 6ef�. f. Ci?t /wp PT , 44X"P it4�� 3y "i�� 4.� �I 2 j t,�� TUTAL��#,ty(pUrN7"�� 1E2% LESS: SLJBT'OTAL CALIFORNIA NET PREPAYMENT ON PIERCE°A FIRE APPARATUS PREPAYMENT DISCOUNT STATE SALES TAX DUE PIERCE 4 � 3 3 r 347,46920 13,363,00) S wwuwY 3 ,iO6.aOI -Ora- 25,893.E REMIT PAYMENT TO: PIERCE MANUFACTURING INC. 7751 COLLECTIONS CENTER DRIVE COPY SEE ENCLOSED INSTRUCTIONS FOR FURTHER INFORMATION EXHIBIT A-6 (TO EQUIPMENT SCHEDULE NO. 01) [ATTACH UCC-1 WITH ATTACHMENT] A-6-1 UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional] B. SEND ACKNOWLEDGMENT TO: (Name and Address) L THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME - insert only Qoe debtor name (la or lb). do not abbreviate or combine names la. ORGANIZATIONS NAME OR City of National City, California lb. INDIVIDUAL'S LAST NAME lc. MAILING ADDRESS 1243 National City Boulevard Id. TAX ID#: SSN OR EIN 95-6000749 FIRST NAME MIDDLE NAME SUFFIX ADD'L INFO RE Ile. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 'City CITY National City STATE CA POSTAL CODE 91950-4397 COUNTRY USA 1f. JURISDICTION OF ORGANIZATION 1 g. ORGANIZATIONAL ID #, if any 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only gig) debtor name (2a or 2b) - do not abbreviate or combine names 2a. ORGANIZATIONS NAME OR nNONE 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS 2d. TAX ID #: SSN OR EIN ADD'L INFO RE Ile. TYPE OF ORGANIZATION ORGANIZATION DEBTOR CITY STATE POSTAL CODE COUNTRY 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any 3. SECURED PARTY'S NAME or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) - n NONE OR 3a. ORGANIZATIONS NAME All Points Public Funding, LLC 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c MAILING ADDRESS 275 Broadhollow Road CITY Melville STATE NY POSTAL CODE 11747 COUNTRY USA Filing pursuant to a Master Equipment Lease -Purchase Agreement between City of National City, Califomia ("Lessee") and Saulsbury Hill Financial, LLC ("Lessor") with Assignment to All Points Public Funding, LLC ("Assignee") dated August 23, 2005 for the following equipment: 1 Pierce 1500 GPM Triple Combination Pumper Mounted on a Pierce Custom Arrow XT chassis together with all accessories, attachments, substitutions and accessions. 5. ALTERNATIVE DESIGNATION [if applicable): f LESSEE/LESSOR [ CONSIGNEE/CONSIGNOR BAILEE/BAILOR 6. t (This FINANCING STATEP ENT is to be filed [ or record) (or recorded) in the REAL I 7. Check to RE UEoT SEARCH REPO LI ESTATE RECORDS. Attach Addendum fif applicable) - [ADDITIONAL FEE) 8. OPTIONAL FILER REFERENCE DATA rontionell SELLER/BUYER fAG. LIEN RTO on Debtor(s) I All Debtors NON.UCC FILING Debtor 1 L Debtor 2 FILING OFFICE COPY— NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 07/29/98) EXHIBIT A-7 (TO EQUIPMENT SCHEDULE NO. 01) BANK -QUALIFIED DESIGNATION CITY OF NATIONAL CITY, CALIFORNIA, as lessee (thc 'Lessee "), under Equipment Schedule No. 01 to which this Designation is attached, hereby designates Equipment Schedule No. 01 as a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Lessee hereby represents that the Lessee reasonably anticipates that the Lessee and other entities that the Lessee controls will not issue tax-exempt obligations (including Equipment Schedule No. 01) that exceed the aggregate principal amount of S10,000,000 during the calendar year in which Equipment Schedule No. 01 is executed and delivered and interest commences to accruethereunder. This Designation is attached to and made a part of Equipment Schedule No. 01. EXECUTED on August 23, 2005. CITY OF NATIONAL CITY:.AI ORNIA, as Lessee Signature: Printed Name: N7 ek Tnzunz Title: Mayor A-7-1 EXHIBIT B INCUMBENCY CERTIFICATE i do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of City of National City, Califomia, a city organized under the laws of the State of California, that I have custody of the records of such entity and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite thcir 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 Equipment Lease -Purchase Agreement No.2005-01 dated August 23, 2005 (the `Agreement") and Equipment Schedule No. 01 thereto dated August 23, 2005 (the "Schedule"), each between City of National City, California and Saulsbury Hill Financial, LLC, as lessor. NAME Nick Inzunza Mayor I hereby further certify that the individual named below holds the office set forth opposite his/her name and is duly authorized to execute Certificates of Acceptance and other documents relating to the Agreement and the Schedule. NAME TITLE Nick Inzunza Mayor -1434tl,rtEes Wt-RE-ewrI-keve- y-e eelHcd-this-Eerfi€teate-ea}efft ed t seal o€Eitye i3atie amity, Ce{if a lteeato-tl342-344 4ay-e€Attgast-2983- {,`3Fatr.3 tagthet 000ments) In Witness Whereof, I have duly executed this Certificate and affixed the seal of the City of National City, California hereto this 23rd day of August, 2005. [Seal] B-1 ft Cit (other than the person signing the documents) EXHIBIT C OPINION OF LESSEE'S COUNSEL (SEE ATTACHED) C-I 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 August 23, 2005 Saulsbury Hill Financial, LLC 1614 15th Street 3rd Floor Denver, Colorado 80202-1304 RE: Master Equipment Lease -Purchase Agreement No. 2005-01 dated August 23, 2005 and Equipment Schedule No. 01 thereto Ladies and Gentlemen: As counsel for the City of National City, California ("Lessee"), I have examined the Master Equipment Lease- Purchase Agreement No. 2005-01 duly executed by Lessee and dated August 23, 2005 (the "Master Lease"), which has been incorporated by reference into Equipment Schedule No. 01 dated August 23, 2005 ("Equipment Schedule No. 01 "), each between Lessee and Saulsbury Hill Financial, LLC, as lessor ("Lessor"), the form of the Certificate of Acceptance (the "Certificate of Acceptance ") attached to Equipment Schedule No. 01 and the proceedings taken by the governing body of Lessee to authorize on behalf of Lessee the execution and delivery of the Master Lease, Equipment Schedule No. 01 and the Certificate of Acceptance. The Master Lease, Equipment Schedule No. 01 and the related Certificate of Acceptance are herein collectively referred to as the "Transaction Documents." Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: 1. Lessee is a city duly organized and legally existing as a political subdivision, municipal corporation or other local government unit under the Constitution and laws of the State of California with full power and authority to enter into the Transaction Documents. 2. The Transaction Documents have each been duly authorized, executed and delivered by Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The Equipment to be leased pursuant to the Lease constitutes personal property and when subjected to use by Lessee will not be or become a fixture under applicable law. Recycled Paper Saulsbury Hill Financial, LLC August 23, 2005 Page Two Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby. 5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery or performance by Lessee of the Transaction Documents or in any way to contest the validity of the Transaction Documents, to contest or question the creation or existence of Lessee or its governing body or the authority or ability of Lessee to execute or deliver the Transaction Documents or to comply with or perform its obligations thereunder. There is no litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin Lessee from annually appropriating sufficient funds to pay the rental payments or other amounts contemplated by the Lease. The resolution adopted by Lessee's governing body authorizing the execution and delivery of the Transaction Documents and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 7. The entering into and performance of the Transaction Documents do not and will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment (as such term is defined in the Master Lease) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound. 8. The correct legal name of Lessee for purposes of the California Commercial Code is City of National City, California. This opinion may be relied upon by purchasers and assignees of Lessor's interests in the Lease. Respectfully submitted, GEORGE H. EISER, III City Attorney EXHIBIT D FORM OF AUTHORIZING RESOLUTION (SEE ATTACHED CERTIFIhD RESOLUTION NO. 2005-166) D-1 RESOLUTION NO. 2005 — 166 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH SAULSBURY HILL FINANCIAL 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 Pierce Manufacturing, Inc. for the Fire Department, the Finance Department has received proposals from six different financing vendors; and WHEREAS, after reviewing all proposals, staff recommends Saulsbury Hill Financial because 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 herby authorizes the Mayor to execute a lease financing agreement with Saulsbury Hill Financial for the purchase of a Triple Combination Pumper from Pierce Manufacturing, Inc. for the Fire Department. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2nd day of August, 2005. ATTEST: Michael R. D.'a, City Clerk APPROVED AS TO FORM: George H.Eiser, III City Attorney Nick I zunza, Mayor Passed and adopted by the Council of the City of National City, California, on August 2, 2005, by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Natividad, Zarate. Nays: None. Absent: Inzunza Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2005-166 of the City of National City, California, passed and adopted by the Council of said City on August 2, 2005. City ler k of the City c National City, California By: Deputy CITY OF NATIONA„, CITY ACCOUNTS PAYABLE CHECK NO. 202964 NVOICE14UIJ1B RT°.-v,nPdi�' >i i !4:^; DATE ' ;' IPtQg'' UMBE '.1 1,`, r . ,:a� z • i� t' DESCRIPTION ., ttt .. k'?N'.b15GOUNl*, .0 t . {it,l '," AMOUNT. ',I'-` 08/05/05 08/05/2005 NEW FIRE TRUCK LEASE PMT# 1 08/08/05 0.00 19,613.22 PLEASE DETACH BEFORE DEPOSITING The Treasurer of the City of National City California BANK OF AMERICA NATIONAL CITY, CA 16-66 1220 ` ;NuUIRi KAMOUNT 18384 = 08/16/2005 202964 19,613.22 PAY Nineteen Thousand Six Hundred Thirteen Dollars and Twenty Two Cents TO THE OF `ALLPOINT:S PUBLIC FUNDING, LLC •275 BROADHOLLOW ROAD MELVILLENY 11747-4823 VOID AFTER 90 DAYS i'O 20 2964 i■ L 2 2.DDD66 LI: O L? L i11190000i0' SAI L SBuRY HILL FLNANCIAL MUNICIPAL COMMERCIAL FEDERAL INVOICE Date: . August 03, 2005 To: City of National City Attn: Mr. Bill Yeomans 1243 National City Boulevard National -City, CA 91950 Advance Payment of Master Equipment Lease -Purchase Agreement dated August 08, 2005: $19,613.22 Total Invoice Amount: $19,613.22 Make check payable to: All Points Public Funding, LLC 275 Broadhollow Road Melville, NY 11747-4823 Retum Payment with executed Documents to: Saulsbury Hill Financial, LLC 1614 15th Street — 3` 1 Floor Denver, CO 80202-1304 Payment must be retumed with executed Master Equipment Lease -Purchase Agreement prior to funding. Thank you. 1614 I511, Street • Srtt FIo, - • Denver, Cr) $(Y2O2-1:K4i • :73•613.S777 • Fux;tIM-62J-ii.S!1 wr'w.:ptulhi11.4T»n FINANCIAL SOLUTIONS OUTSIDE THE NINE DOTS City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE August 2, 2005 AGENDA ITEM NO. 17 (----ITEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH SAULSBURY HILL FINANCIAL FOR LEASE FINANCING FOR THE PURCHASE OF A TRIPLE COMBINATION PUMPER FOR THE FIRE DEPARTMENT PREPARED BY Bill Yeomans EXPLANATION DEPARTMENT Finance x 4330 In conjunction with the Purchasing Agent's purchase of a Triple Combination Pumper from Pierce Manufacturing, Inc. for the Fire Department, the Finance Department received proposals from six different lease financing vendors and selected Saulsbury Hill Financial because of its lowest interest rate, financing commitments and delivery requirements. Environmental Review X N/A Financial Statement The amount of $359,999.22 spread out for five years at $72,000 per year is budgeted in the CDBG fund for $72,000. The finance charges of $6,453 will be paid from the General Fund (001-412-125-519) Account No. STAFF RECOMMENDATION Staff recommends to award the Lease Financing Contract to Saulsbury Hill Financial. BOARD / COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below) Resolution No. Resolution C 2 oo5 c Zoos - `t7 A-200 (9/80) RESOLUTION NO. 2005 — 166 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH SAULSBURY HILL FINANCIAL 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 Pierce Manufacturing, Inc. for the Fire Department, the Finance Department has received proposals from six different financing vendors; and WHEREAS, after reviewing all proposals, staff recommends Saulsbury Hill Financial because 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 herby authorizes the Mayor to execute a lease financing agreement with Saulsbury Hill Financial for the purchase of a Triple Combination Pumper from Pierce Manufacturing, Inc. for the Fire Department. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2nd day of August, 2005. ATTEST: Michael R. D-'a, City Clerk APPROVED AS TO FORM: George H.Eiser, III City Attorney WNick I zunza, Mayor Passed and adopted by the Council of the City of National City, California, on August 2, 2005, by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Natividad, Zarate. Nays: None. Absent: Inzunza Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2005-166 of the City of National City, California, passed and adopted by the Council of said City on August 2, 2005. City 4 lerk of the ity National City, California By: Deputy