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HomeMy WebLinkAbout2002-148 Resolution No. 2002-148 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE- PURCHASE MASTER AGREEMENT FOR SUN TRUST LEASING CORPORATION FOR THE FURNISHING OF LEASE PURCHASE FINANCING AND AUTHORIZING EXECUTION OF APPROPRIATE DOCUMENTS. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That Lease -Purchase Master Agreement with Sun Trust Leasing Corporation (the "Agreement"), a copy of which is attached hereto and incorporated herein as Exhibit "A", is approved by the City of San Bernardino for the furnishing of Lease-Purchase Financing; pursuant to this determination, said Master Lease-Purchase Agreement award shall only be effective upon the execution of an Agreement by the Mayor of the City of San Bernardino. SECTION 2. The City shall not be obligated under the Agreement unless and until the Agreement is fully executed and no oral agreement relating thereto shall be implied or authorized. The authorization to execute the above referenced Agreement is rescinded if it is not issued within sixty (60) days of the passage of this resolution. SECTION 3. No transactions shall be initiated under the Master Lease contained it the Agreement without the approval of the Mayor and Common CounciL SECTION 4. The City shall not be obligated until a lease-purchase schedule transaction for material, equipment, supplies or contracted services is executed with the vendor under this 22 Agreement. 23 24 SECTION 5. The Purchasing Manager, Director of Finance and the City Attorney are hereby authorized to execute such documents as necessary for the administration of transactions to 25 26 27 II 28 purchase 18 Ford Crown Victoria vehicles from Fairview Ford under the Agreement. II Resolution No. 2002-148 1 2 3 4 5 6 7 8 RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE- PURCHASE MASTER AGREEMENT FOR SUN TRUST LEASING CORPORATION FOR THE FURNISHING OF LEASE PURCHASE FINANCING AND AUTHORIZING EXECUTION OF APPROPRIATE DOCUMENTS. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular joint meeting thereof, held on the 3rd day of June , 2002, by the following vote, to wit: 9 Council Members: Abstain Ayes Nays Absent 10 11 12 13 McGINNIS ESTRADA x LIEN x x 14 DERRY 15 SUAREZ 16 ANDERSON 17 x -1L x MCCAMMACK -1L- 18 19 20 a~--€. JJ. C~<uJ__ - City Clerk 21 &+-I> The foregoing resolution is hereby approved this 22 day of 23 June ,2002 24 25 26 Approved as to form and legal content: 27 James F. Penman, City Attorney 28 BY: !JaWv--,1. h-'~~ o It alles, Mayor ty of San Bernardino 2002-148 SunTrust Leasing Corporation Mail Code CMD2424 29 West Susquehanna Avenue, Suite 400 Towson, MD 21204 Cathy Estella Oechsler Assistant Vice President Tel 410/307-6637 Fax 410/307-6710 SUNThUST VIA UPS & FACSIMILE May 6, 2002 Ms. Carol Doemner Assistant Buyer City of San Bernardino 300 N. "D" Street San Bernardino, CA 92418 RE: Master Lease-Purchase Agreement, Lease Schedule Number 01 dated May 22, 2002 between City of San Bernardino and SunTrust Leasing Corporation ("Agreement") Dear Ms. Doemner: Enclosed please find a full set of documents for execution in conjunction with the financing of the Equipment under the referenced Agreement. You should also be in receipt of two (2) faxes containing the same documents sent to your attention earlier today. In order to prevent a possible rate change, please return the enclosed documents and the legal opinion dated May 22, 2002 by overnight mail (i,e. Federal Express, UPS) for the earliest delivery available on the morning of May 22,2002 to the following address: SunTrust Leasing Corporation 29 West Susquehanna Avenue, Suite 400 Towson, Maryland 21204 Attention: Cathy Oechsler If you should have any questions or comments, please call me directly at 410/307-6637. S}ncerely yours, 4 iLwL7; ,. 'J Cathy Estella Oechsler Assistant Vice President Enclosures cc: Lance Holman 2002-148 SIlNTRlJST I ,F ASING rORI'OR A nON MIlNJrII'AI I FASING FSrROW I'ROrFSS When you are ready to have a disbursement processed from the Escrow Account, please forward the following information to: Sun Trust Leasing Corporation 29 W. Susquehanna Ave. Suite 400 Towson, MD 21204 Attention: Denise Cotto 410/307-6717 Origin:!l cinrnmp.ntc\ "hnl11rl indnnp.: Payment Request Form signed by individual authorized under the Master Lease Agreement Acceptance Certificate signed by individual authorized under the Master Lease Agreement Vendor Invoice Sold tolbill to party should be the Lessee Cost and type of equipment should match the approval In addition, If Lessee is to be reimbursed: An original Declaration of Official Intent for Reimbursement Copies of invoices/proof of payment Updated insurance information (can be a fax) For vphidps (IInlps!i: they ayp.ocatN) in the ~tatP. of Florida): Original titles showing SunTrust Leasing Corporation as lienholder [or] Copies of title applications showing SunTrust Leasing Corporation corning through as lienholder and Copies of Certificates of Origin SunTrust Leasing will execute the documents and forward them to the appropriate Escrow Agent for processing. A letter with a copy of executed documents and check copies/wire transfer confirmation, as applicable, will be forwarded to the Lessee along with any UCC Financing Statements, if applicable. The attached Payment Request Form and Acceptance Certificate documents should be copied and originally executed for disbursement requests. 5/6/2002 BQ-ESCISTB. DOCJrev ,06/00_stl 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 ACCEPT ANCE CERTIFICATE !, the undersigned, hereby certify that! am the duly qualified and acting officer of the Lessee identified below and, witb respect to the above referenced Lease Schedule, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with the Lease; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rent Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Lease Schedule. Lessee has appropriated and/or taken other lawful actions necessaey to provide moneys sufficient to pay all Rent Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rent Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rent Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. _ 5. Final Acceptance Certificate. This Acceptance Certificate constitutes fmal acceptance of all oftbe Equipment identified in the Lease Schedule Number 0 I described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY OF SAN BERNARDINO, Lessee By: Name: Title: Date: Marsha Zeller Purchasing Manager 51612002- BQ-ESc. DOCIre~ _ 06/00s1l 2 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 PAYMENT REQUEST FORM NO. SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of May 22, 2002 (lbe "Escrow Agreement") by and among SUNTRUST LEASING CORPORATION, as Lessor, and CITY OF SAN BERNARDINO as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee, lbat lbe amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The tenns capitalized in this Payment Request Form but not defmed herein shall have the meanings assigned to them in the Escrow Agreement. ~ Amonnt Fqnipmpnt The Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to lbe order, delivery and acceptance of lbe Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to lbe Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non-Appropriation or Event of Default, or event which with the giving of notice or passage of time or bolb would constitute an Event of Default, has occurred. Dated: ,20_. CITY OF SAN BERNARDINO Lessee SUNTRUST LEASING CORPORATION, Lessor By: Name: Title: Date: Marsha Zeller Purchasing Manager By: Name: Title: Date: Calby Estella Oechsler Assistant Vice President 5/6.12002: BQ-ESC DOCJrev 06/00511 3 2002-148 SunTrust Leasing Corporation 29 West Susquehanna Avenue Suite 400 Towson, MD 21204 TELECOMMUNICATION LETTER PLEASE DELIVER THE FOLLOWING TO: NAME: Carol Doemner DATE: 05/06/02 TIME: 12:54 om LOCATION: City of San Bernardino. CA TELEPHONE: 909/384-5548 FAX: 909/384-5043 FROM: CATHY OECHSLER TELEPHONE: 410/307-6637 TOTAL NUMBER OF PAGES: 34 INCLUDING COVER SHEET RETURN TELECOPIER NUMBER IS (410) 307-6710 Comments: Lance Holman has requested that the enclosed master document file be forwarded to you today to place on your docket for the board meeting to authorize the financing ofthe Ford Crown Victoria Police Interceptors. Please note also that there will be another fax forthcoming this afternoon containing the Form 8038-G and UCC Financing Statements. Please call me with any questions or comments about this fax. I will also be overnighting the originals to your attention. Thank you. 2002-148 Sun Trust Leasing Corporation 29 West Susquehanna Avenue Suite 400 Towson, MD 21204 TELECOMMUNICA nON LETTER PLEASE DELIVER THE FOLLOWING TO: NAME: Carol Doeroner DATE: 05/06/02 TIME: 12:54 pm LOCATION: Cilv of San Bernardino. CA TELEPHONE: 909/384-5548 FAX: 909/384-5043 FROM: CATHY OECHSLER TELEPHONE: 410/307-6637 TOTAL NUMBER OF PAGES: 6 INCLUDING COVER SHEET RETURN TELECOPIER NUMBER IS (410) 307-6710 Comments: Enclosed please find the second fax containing the Form 8038-G, UCC Financing Statement, and an information sheet detailing the escrow process once the lease is in place. Please note the special requirements for the titles. Please call me with any questions or comments about this fax. I will also be overnighting the originals to your attention. Thank you. 2002-148 CITY OF SAN BERNARDINO INDEX TO LEGAL DOCUMENTS BANK-QUALIFIED ESCROW Master Lease,Purchase Agreement; Lease Schedule Number 01 ; Acceptance Certificate; Payment Schedule; Equipment Description; Vehicle Schedule Addendum (if applicable); Certificate ofIncumbency; Resolution of Ooveming Body; Confirmation of Outside Insurance; Insurance Coverage Disclosure (if applicable); Opinion of Counsel; Tax Agreement and Arbitrage Certificate; Escrow Agreement, with its Schedule A; UCC Financing Statements with attached Schedule A; Form 8038-0. ~612002:BQ_ESClSTB.DOClrev06l00stl ZC02-148 SUNTRUST LEASING CORPORA nON MASTER LEASE-PURCHASE AGREEMENT DATED AS OF MAY 22 2002 LEASE NUMBER 00914 This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between SUNTRUST LEASING CORPORA nON ("Lessor") and the lessee identified below ("Lessee"). I.ESSFF' CITY OF SAN RFRNARnINO 1 I.FASF OF EQUTPMFNT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. rTmTAIN DFFTNITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together will all addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means anyone Schedule and this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, 'mortgage, pledge, encumbrance, judgment, execution, attaclunent, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any per'son. 3. T EASF TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, lUlless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and perfonnance in full of all of Lessee's obligations under the Lease. 4 RENTPAVMFNTS. 4.1. For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times set forth in the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the Payment Schedule. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing). 4.2, If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.3. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. ~ DET TVERY' ArrEPTANrF: FTJNnING rONnITIONS, 5.1. Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in the Schedule. 5.2. Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will payor cause to be paid the costs of such Equipment as stated in the Schedule ("Purchase Price") to the applicable Supplier. 5.3. Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder 2 S/6f2002:BQ-ESC OOC/rev06l00stl 2002-148 (collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e) the Equipment is reasonable satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens); (I) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor; (1) evidence of insurance coverage required by the Lease; (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Conunercial Code (UCC) financing statements; (5) copier of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 5.4. If Lessor and Lessee agree that the Purchase Price of any Equipment is to be paid from an escrow account (the "Escrow Account"), Lessor and Lessee shall execute an Escrow Agreement in the form attached hereto. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rent Payments due .hereunder. 6. TRRMINATJON FOR GOVRRNMRNTAI. NON-APPROPRIATIONS. 6.1. For each Lease, Lessee represents and warrants; that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term conunences; and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated therefor. All Rent Payments shall be payabl~ out of the general funds of Lessee or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee. 6.2. If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Non-Appropriation Event" shall be deemed to have occurred. If a Non-Appropriation Event occurs, then; (a) Lessee shall give Lessor immediate notice of such Non- Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a Lease. . 6.3. If a Non-Appropriation Event occurs, then, during the twelve (12) month period following the Return Date, Lessee agrees not to acquire (by pnrchase lease or otherwise) replacement equipment which is functionally similar to the Equipment covered by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment. Notwithstanding the foregoing of this Section 6.3, the restrictions of this Section 6.3 shall automatically and without further action of the parties be ineffective and be deleted: (a) from any terminated Lease if the net proceeds of the sale of the returned Equipment are sufficient to pay the Termination Value of the Equipment and all accrued but unpaid Rent Payments due under the affected Lease as of the Return Date; or (b) from any Lease if the application of the restrictions in this section 6.3 would not be permitted by then applicable law or would cause such Lease to be invalidated or unenforceable in any material respect. 7 lIMIT ATlON ON W ARR ANTlF.S. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANYMATIER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OR THE EQUIPMENT OR AS TO THE VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and Lessor authorized Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer of Supplier or any representative of said parties shall not be binding upon Lessor. 8 TlTI.R' SRCURITY INTRRRST. 8.1. Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof. S/612002c8Q-ESC.DOClrcv,06100stl 3 2002-148 8.2. As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquired) and the related Escrow Account and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, uniform commercial code (UCC) financing statements and any amendments thereto. 8,3. "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent. due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases. 9 PRRSONAL PROPFRTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. In MATNTFNANCF ANn OPRRATTON Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the Equipment, if any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent unless the improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment. 11 LOCATTON'INSPRCTTON. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not be changed from, the Location without Lessor's prior written consent which will not be uureasonable withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during nonnal business hours to inspect the Equipment. 12 URNS STJRLRASRS ANn TAXF.S. 12.1. Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee's employees. 12.2. Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the foregoing. n RISK OF LOSS. 13.1. Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13. 13.2. If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same. 13.3. If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"), then Lessee shall either; (a) immediately replace the Lost Equipment with similar equipment of good repair, condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment WIder the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement equipment; or (b) on the next scheduled Rent Payment date, pay Lessor (i) all amoWIts owed by Lessee WIder the applicable Lease, including the Rent Payments due on or accrued through such date plus(ii) an amount equal to the Termination Value set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment WIder a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule. 13.4. To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising 51612002, BQ-ESC_OOCIrev .06I00stl 4 2002-148 under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any expiration or tennination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from events occurring after the Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor. 14 lNSlJRANCF.. 14.1. (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not less than the Tennination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to person and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to Lessee. 14.2. All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor. 14.3. The insurance requirements of this Section shall be satisfied by Lessee submitting documentation of a bona fide self- insurance program in the minimum amount of one million dollars ($1,000,000.00) 1~ PlJRCHASF OPTION, Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the Tennination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS-IS, WHERE.IS", without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 16 LFSSFR'S RRPRRSRNTATTONS ANn WARRANTTRS. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's goveming body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lessee is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease, and (I) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof. 17 TAX COVFN ANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149 (e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, keeping a complete and accurate record of any assignments on any Lease, and executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor. (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning of Section 141(a) of the Code; and . (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code. S 5/6/2002.BQ-ESC.OOClrev,Q6/00stl 2002-148 1& ASSJr.NMFNT. 18.1. Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any Lease or any Equipment or any interest in any Lease or Equipment. 18.2. Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a security interest in any Lease or its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives written notice of assignment which discloses the name and address of each such Assignee. Lessee shall keep a complete and accurate record of all such assignments in the fonn necessary to comply with Section 149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge in writing any such assignments if so requested. 18.3. Each Assignee of a Lease hereby agrees that: (a) the tenn Secured Obligations as used in Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non-Assigned Lease; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non-Assigned Lease or any Equipment covered by any Non-Assigned Lease; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant to a written agreement and "Non-Assigned Leases" means all Leases excluding the Assigned Leases. 18.4. Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. J9 FVF,NTS OF OFFAJJJ T. For each Lease, "Event of Default" means the occurrence ofany one or more of the following events as they may relate to such Lease; (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perfonn or observe any of its obligations under Section 12.1,14 or 18.1 hereof; (c) Lessee fails to perfonn or observe any other covenant, condition or agreement to be or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment ofa receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (I) Lessee shall be in default under any other Lease or under any other fmancing agreement executed at any time with Lessor. 20 RFMFOmS. If any Event of Default occurs, then Lessor may, at its option, exercise anyone or more of the following remedies: (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with interest on such amounts at the rate of twelve percent (12%) per annum (but not to exceed the highest rate permitted by applicable law) from the date of Lessor's demand for such payment; (b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equipment is located and repossess such Equipment without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession; (e) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section only to the extent that such net proceeds exceed and under clause (I) below of this Section, then such access amount shall be remitted by Lessor to Lessee. (d) Lessor may tenninate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or (I) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by 6 S/612002:BQ-ESC.OOClre....06/00stl 2002-148 Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without limitation, any attorney fees, and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nOf as an acquiescence in any default, nOf shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21 RRTlJRN OF RQlJIPMRNT. If Lessor is entitled under the provisions of any Lease, including any termination thereofpursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all tenns of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment. 22 I.AW f:OVF.RNINf:. Each Lease shall be governed by the laws of the state of Lessee (the "State"). 21 NOTICFS. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by regular or certified mail or sent by an overnight courier delivery company to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received five (5) days subsequent to mailing. 24 FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee. 25. SRCTION HFAmNf:S, All section headings contained herein or in any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease. 2/i RXFClJTION IN rOlJNTRRPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other counterparts shall be deemed duplicates. An assigmnent of or security interest in any Schedule may be created through transfer and possession only of the counterpart marked "Lessor's Original". 27 FNTTRF A(;RFFMRNT' WRTTTF.N AMFNnMFNTs. Each Lease, together with the exhibits, schedules and addenda attached thereto and made a part thereof and other attachments thereto constitute the entire agreement between the parties with respect to the lease of Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. [REMAINDER OF PAGE INTENTIONALLY LEFT' BLANK] 5/612002 BQ-ESCOOC/rev_06I00511 7 2002-148 EXECUTION PAGE OF MASTER LEASE-PURCHASE AGREEMENT LEASE NUMBER 00914 IN WITNESS WHEREOF, Lessor has caused this Agreement to he executed in its corporate name hy its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. CITY OF SAN BERNARDINO, Lessee SUNTRUST LEASING CORPORATION, Lessor By: Name: Marsha Zeller Title: Purchasing Manager Date: By: Name: Michael J. Powers Title: Secretary Date: Address: 300 N. "D" Street San Bernardino, CA 92418 Address: 29 W. Susquehanna Avenue, Suite 400 Towson, MD 21204 Telephone: 909/384-5548 Facsimile: 909/384-5043 Telephone: 410/307-6644 Facsimile: 410/307-6702 Invoice Contact: Carol Doenmer, Assistant Buyer E-mail Address:doenmer_ca@ci.san-bernardino.ca.us 8 Sf6l2002:BQ-ESC.DOCfKV06IOOsII 2002-148 LEASE SCHEDULE NUMBER 01 TO MASTER LEASE NO. 00914 This Lease Schedule. tng:p.thPT with it~ P:\ymf'nt S('llf~n1l1p., is attached and made a part of the Master Lease-Purchase Agreement described below ("Master Lease") between the Lessee and the Lessor named below. All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same meaning when used herein. Master Lease-Purchase Agreement dated Moy n 7007. A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Scherlllle A-I attached hereto and made a part hereof. B. EQUIPMENT LOCATION: 300 N. "D" Street - 4th Floor, San Bernardino, CA 92418 C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a)LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE. D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currenlly intends for the full Lease Term: to use the Equipment; to continue this Lease; and to make Rent Payments if funds are appropriated in each fiscal year by its governing body. E. RENT PAYMENTS; LEASE TERM: The Rent Payments to be paid by Lessee to Lessor, the commencement date thereof and the Lease Term of this Lease Schedule Number 01 are set'forth on the Payment Schedule attached to this Lease Schedule. F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-atfmns all ofits representations, warranties and obligation under the Master Lease (including, without limitation, its obligation to pay all Rent Payments, its disclaimers in Section 7 thereof and its representations in Sections 6.1 and 16 thereof). G. BANK QUALIFIED: LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. Anticipated Escrow Acceptance Date: Nnvp.mhPT 10 7001 CITY OF SAN BERNARDINO, Lessee SUNTRUST LEASING CORPORATION, Lessor By: Name: Marsha Zeller Tille: Purchasing Manager Date: By: Name: Michael J. Powers Tille: Secretary Date: Address: 300 N. "D" Street San Bernardino, CA 92418 Address: 29 W. Susquehanna Avenue, Suite 400 Towson, MD 21204 Telephone: 909/384-5548 Facsimile: 909/384-5043 Telephone: 410/307-6644 Facsimile: 410/307-6702 9 5/612002 DQ-ESe. OOC/rev_06I00stl 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 PAYMFNTSCHFOTrr.F This Payment Schedule is attached and made a part of the Lease Schedule Number 01 identified below which is part of the Master Lease-Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below. Commencement Date: May n 7007 Amount Financed: $414 1 'ili 94 Rate: 1 1i790o;. Rent Payment Rent Total Rent Principal Interest Termination Number Date Pavment Portion Portion Value' 1 11/22/02 $ 77,088.93 $ 69,102.61 $ 7.986.32 $ 547,581.50 2 OS/22/03 77 ,088.93 70.373,75 6,715.17 442,020.87 3 11/22/03 77 ,088.93 71,668.28 5,420.65 334,518.45 4 OS/22/04 77.088.93 72,986.61 4,102.31 225,038.54 5 11/22/04 77,088.93 74,329.20 2,759.72 113,544.74 6 OS/22/05 77.088.93 75.696.49 1 ,392.44 0.00 Totals $ 462.533.58 $ 434.156,94 $ 28.376.61 CITY OF SAN BERNARDINO, Lessee By: Name: Title: Date: Marsha Zeller Purchasing Manager . After payment of Rent Payment due on such date. 10 5/612002: SQ-ESe. OOCIrev.06I00sI1 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 RQITTPMRNT nRsrRTPTTON The Equipment described below includes all attachments, additions, accessories, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: 300 N. "D" Street - 4th Floor San Bernardino, CA 92418 Equipment Description: Eighteen (18) 2003 Ford Crown Victoria Police Interceptors VIN # N/A (to be disbursed from escrow) Expected Equipment Purchase Price $434,156.94 Minus Lessee Down PaymentfTrade-in $N/A Net Amount Financed $434,156.94 This Schedule A-I is attached to the Lease Schedule Number 01. CITY OF SAN BERNARDINO, Lessee SUNTRUST LEASING CORPORATION, Lessor By: Name: Marsha Zeller Title: Purchasing Manager Date: By: Name: Michael J. Powers Title: Secretary Date: S/612002.BQ-ESC.DOC1rev.06/00slf 11 2002-148 Master Lease Nwnber: 00914 Lease Schedule Nwnber: 01 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Lease Schedule, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operationat and has been fully accepted by Lessee on or before the date indicated below: 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with the Lease; (b) Vendor invoice(s) and/or bil1(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) fmancing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rent Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Lease Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rent Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rent Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rent Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. _ 5. Final Acceptance Certificate. This Acceptance Certificate constitutes fmal acceptance of all of the Equipment identified in the Lease Schedule Nwnber 01 described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY OF SAN BERNARDINO, Lessee By: [FOR EXHIBIT PURPOSES ONL Yl Name: Marsha Zeller Title: Purchasing Manager Date: 12 51612002 BQ-ESC.DOC/rev,06/00stl I 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 VEHICLE SCHEDULE ADDENDUM Reference is made to the above Lease Schedule Number 01 dated May 22, 2002 ("Schedule") to the Master Lease-Purchase Agreement identified in the Schedule ("Master Lease") by and between SUNTRUST LEASING CORPORATION ("Lessor") and CITY OF SAN BERNARDINO ("Lessee"). This Addendum amends and modified the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows: I. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following shall also apply to the Schedule: (a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment; (b) the public liability and property damage insurance required by the terms of clause (b) of Section 14.1 of the Master Lease shall be in an amount not less than $500,000.00 per person injured and $1,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be reasonably required by Lessor) and $500,000.00 for damage to property of others; notwithstanding the insurance requirements set forth herein, evidence of a bona fide self-insurance program by Lessee in the mini~um amount of one million dollars ($1,000,000.00) shall satisfy all such requirements. (c) Lessee shall fumish and permit only duty licensed, trained, safe and qualified drivers to operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and (d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with Lessor noted as lienholder and Lessee as owner. 2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of May 22, 2002. CITY OF SAN BERNARDINO, Lessee SUNTRUST LEASING CORPORATION, Lessor By: Name: Marsha Zeller Title: Purchasing Manager Date: By: Name: Michael J. Powers Title: Secretary Date: 13 S/6/2002BQ-ESC DOCfrcv.06JOOsll 2002-148 Master Lease Number: 00914 Lease Schedule Number: 0 I CERTIFICATE OF INCUMBENCY Lessee: CITY OF SAN BERNARDINO Lessee Schedule Number 01 Dated May 22, 2002 I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting Ci!jl C\erk of the above Lessee ("the Lessee"), a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite the respective names and titles are their true and authentic signatures (ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease-Purchase Agreement date May 22, 2002 between the Lessee and SunTrust Leasing Corporation. M~ro;;h~ 7p.llp.r Name Pl1rch:\o;;ing: M:\n::.gp.r Title Signature Name Title Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. CITY OF SAN BERNARDINO, Lessee By: Seal Name: Title: Date: Rachel Clark City Clerk 14 5/612002,BQ-ESC.DOClrev,06f00st1 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 RFSOllTTJON OF r.OVFRNTNr. RODY At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open meeting laws, on the _ day of , _' the following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE-PURCHASE AGREEMENT, LEASE SCHEDULE NUMBER 01, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing hody of CITY OF SAN BERNARDINO ("Lessee") desires to obtain certain equipment (the "Equipment") described in Lease Schedule Number 01 to the Master Lease-Purchase Agreement (collectively, the "Lease") with SUNTRUST LEASING CORPORATION, the form of which has been available for review by the governing body of Lessee prior to this meeting; and WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and WHEREAS, the funds made available under the Lease will be deposited with SUNTRUST BANK (the "Escrow Agent") pursuant to an Escrow Agreement between Lessee and the Escrow Agent (the "Escrow Agreement") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION and the Escrow Agreement with the Escrow Agent substantially in the fonus presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: Section 1. It is hereby found and determined that the tenus of the Lease and the Escrow Agreement (collectively, the "Financing Documents") in the fonus presented to this meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition of the Equipment. Section 7, The Financing Documents and the acquisition and fInancing of the Equipment under the tenus and conditions as described in the Financing Documents are hereby approved. The Pnrc"a';ng Manager of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The rity rlerk of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same. S~c:tlon i. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certifIcates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Financing Documents, Section 4. Pursuant to Section 265(b) of the Intemal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically designates the Lease as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. 15 S/612002,BQ-ESC.OOClrev_06/00stl 2002-148 The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the governing body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same. Date: '- CITY OF SAN BERNARDINO, Lessee By: (Signature of Secretary, Board Chairman or other member of the Governing Body) Name: Title: Attested By: (Signature of one additional person who can witness the passage of this Resolution) Name: Rachel Clark Title: City Clerk 16 5/6/2002: DQ-ESe. OOCJrcv. 06I00st1 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 TO: Insert Insurance Agent Name & Address Phone Number and Fax Number Gentlemen: CITY OF SAN BERNARDINO has entered into a Master Lease-Purchase Agreement dated as of May 22, 2002 with SUNTRUST LEASING CORPORATION. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming SunTrnst Leasing Corporation and/or its assigns as Loss Payee. The Coverage Required is $434,156.94. b. Public Liability Insurance evidenced by a Certificate of Insurance naming SunTrust Leasing Corporation and/or its assigns as Additional Insured. The following minimum coverage is required: Liability: Liability - Bodily Injury: Liability - Property Damage: $ 500,000.00 per person $1,000,000.00 aggregate $1,000,000.00 property damage liability PROPERTY: FighfPp.n (1 R) 7.00~ Ford rrnwn Vi~tOri;1 Polirf" Tntp.rr:p.ptnT~ LOCATION: 100N "n"~tTP.f"t 4thFlnnr S~nHp.rmJT(ilno rA Q?41R Upon issuance of the coverage outlined above, please mail a certificate of insurance to SunTrust Leasing Corporation, 29 West Susquehanna Avenue, Suite 400, Towson, Maryland 21204. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY OF SAN BERNARDINO, Lessee By: Name: Title: Date: Marsha Zeller Purchasing Manager 5/6/2002. Bo-ESe. DOe/rev 06/00511 17 2002-148 Master Lease Number: 00914 Lease Schedule Number: 0 I SELF-INSURANCE COVERAGE DISCLOSURE Lessor: SunTrust Leasing Corporation Lessee: City of San Bernardino Pursuant to the Master Lease-Purchase Agreement dated May 22, 2002 between the above Lessor and Lessee, Lessee represents and warrants, in addition to other matters under the Agreement, that it is lawfully self-insured for: .a. All Risk Physical Damage Insnrance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Lessor and/or its assigns as Loss Payee. Coverage: Termination Value Specified b. Public Liability Insurance evidenced by a Certificate of Insurance naming Lessor and/or its assigns as an Additional Insured. Minimum Coverage: $500,000.00 per person $1,000,000.00 aggregate bodily injury liability $500,000.00 property damage liability Lessee has attached a copy of the statute authorizing this form of insurance. CITY OF SAN BERNARDINO, Lessee By: Name: Title: Date: Marsha Zeller Purchasing Manager Sf6l2002.BQ-ESC_DOClrev.06/QOsII 18 2002-148 Master Lease Number: 00914 Lease Schedule Number: 0 I FORM OF OPINION OF COUNSEL (To Be Typed on Attorney's Letterhead Stationery) Date: May 22, 2002 SunTrust Leasing Corporation 29 West Susquehanna Avenue, Suite 400 Towson, Maryland 21204 Re: Lease Schedule Number 01 dated May 22, 2002 together with its Master Lease-Purchase Agreement dated as of May 22, 2002 by and between CITY OF SAN BERNARDINO, ("Lessee") and the SUNTRUST LEASING CORPORATION, ("Lessor") Gentlemen: I have acted as counsel to the City of San Bernardino with respect to the Lease Schedule, the Master Lease-Purchase Agreement and all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: I. Lessee is a political subdivision of the State of California (the "State") duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transaction contemplated thereby. 3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting creditors remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance witb all applicable Local, State and Federal laws (including open rneeting laws and public bidding and property acquisition laws). 5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, Attorney 19 '/6I2002:BQ-ESC.OOC/rev.06I00stl 2002-148 Master Lease Number: 00914 Lease Schedule Number: 0 I TAX AGRF:F:MF:NT AND ARRITRAGF CFRTlFlCATF: This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF SAN BERNARDINO ("Lessee") in favor of SUNTRUST LEASING CORPORA nON ("Lessor") in connection with that certain Master Lease-Purchase Agreement dated as of May 22,2002 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defmed herein shall have the meanings assigned to them in the Agreement. Set"finn 1 Tn Gp.m~ral. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the fmancing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Lease Schedule Number 01 referenced above (the "Lease Schedule") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply FOllT Hllnnrpn Thirty_Fonr Thrm<mnci On~ HlInnrpn Fifty_~i'X ;mil c)4/1 00 nnll::1~ (S;414 1 ,\(i (4) (the "Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rent Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for fmancing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Lease Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SUNTRUST BANK, as escrow agent (the "Escrow Agent") pen~ing acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of May 22,2002, (the "Escrow Agreement"), by and between Lessor and Escrow Agent. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance' with Section 149(e) of the Internal Revenne Code of 1986, as amended (the "Code"). 1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax-exempt obligations (including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lease as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any, will not designate more than $10,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year. Spl'tion 2 Non~A.rhitrggp. ("prtifil'atinm:. 2.1. The Rent Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rent Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of fmancing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of fmancing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rent Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the fmal Payment Date under the Financing Documents. Seetin".1. Dishnrsempnt of Fnncls' Rpimhnnpmpnf to T PSliOPP. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the 5/612002 BQ-ESC .DOCIrev. 06/00stl 20 2002-148 vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation 9 1.150-2 (the "Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation 9 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Sp.("tinn 4 Use anrllnvpdmpnt of Funds' Tprnpor~ny Ppriod. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date offmal acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period cornmencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of ~~~or_ . 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Intemal Revenue Service ifrequired by, and in accordance with, Section 148(1) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by November 30, 2003. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(1) of the Code unless (i) the entire PrinCipal Amount is expended on the Equipment by the date that is the six- month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest eamings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of Section 148(1) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Sertion ~ F.'i:crow Arconnt. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code ofl986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Spl"tion 6 No PrivatplJseo No Consumer T nan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defmed herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. 21 51612002;8Q.ESC OOOrev_06I00S11 2002-148 In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest eamed thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond fmanced-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest eamed thereon will be used, directly or indirectly, to make or ffiance any loans to non- governmental entities or to any governmental agencies other than Lessee. Sprtion 7 - No Fpllpral ~nllrllntp.p.. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the fmancing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Spdinn R. Mi~('p.lhmp.olI!\:. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. . 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of May 22, 2002. CITY OF SAN BERNARDINO, Lessee By: Name: Title: Date: Marsha Zeller Purchasing Manager 516/2002: BQ-ESe. DOClrev_06I00stl 22 2002-148 Master Lease Number: 00914 Lease Schedule Number: 0 I SUNTRUST LEASING CORPORATION ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as May 22, 2002 by and among SUNTRUST LEASING CORPORATION a Virginia corporation ("Lessor"), and CITY OF SAN BERNARDINO, a political subdivision of the State of California ("Lessee"), a~d SUNTRUST BANK, a Georgia banking corporation. In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Section 1.1. Definitions. The tenns defined in this Section shall, for all purposes of this Escrow Agreement, have the meanings specified below. The tenns capitalized in this Escrow Agreement but not defined herein shall have the meanings assigned to them in the Master Lease-Purchase Agreement. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to a Vendor thereof upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by the Lessee in connection with the acquisition, delivery and financing of the Equipment, if approved by Lessor. "Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund" means the account by that name established and held by Escrow Agent pursuant to Article II of this Escrow Agreement. "Escrow Agent" means SUNTRUST BANK, or any successor thereto acting as Escrow Agent pursuant to this Escrow Agreement. "Escrow Agent Fee" has the meaning set forth in Section 6.1. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment thereto. "Lease" means the Master Lease together with the Lease Schedule Number 01 by and between Lessee and Lessor, and any duly authorized and executed amendment thereto, the tenns of which are incorporated herein by reference. "Master Lease" means the Master Lease-Purchase Agreement, dated as of May 22, 2002, by and between Lessee and Lessor, including any Lease Schedules entered into thereunder and any duly authorized and executed amendment thereto. "Payment Request Fonn" means the document substantially in the fonn attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means (i) direct general obligations of the United States of America; (ii) obligations guaranteed by the United States; (iii) general obligations of the agencies and instrumentalities of the United States; or (iv) certificates of deposit, time deposits or demand deposits with any bank or savings institution qualified as a depository of public funds in the Commonwealth of Virginia, provided that such certificates of deposit, time deposits or demand deposits. if not insured by the Federal Deposit insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in Clauses (i), (ii), or (iii). In no event shall "Qualified Investments" include any investments other than those pennitted by any state, county or municipal law applicable to investment of Lessee's funds; provided, however, that neither Lessor nor the Escrow Agent shall be responsible for detennining the applicability of any such law and each shall be entitled to rely solely on the detennination of Lessee with respect to such matters. ARnCLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Escrow Ae:ent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and the Lease and to perfonn certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder; provided, however, that its duties and obligations hereunder shall be limited to those specifically provided herein. Section 2.2. Authoritv. Each of the parties has authority to enter into this Escrow Agreement, and has taken aU actions necessary to authorize the execution of this Escrow Agreement by the officers whose signatures are affixed hereto. 05116102 BQ.ESC/STB.DOCIrcv ,06100.511 2002-148 ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. EQuioment ACQuisition Fund. The Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Fund separate and apart from all other funds and moneys held by it and shall administer such Fund as provided in this Escrow Agreement. Section 3.2. Deposit. Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with the Escrow Agent the sum of Four Hundred Thirty-Four Thousand One Hundred Fifty-Six and 94/100 Dollars ($434.156.94). Escrow Agent shall credit such amount to the Equipment Acquisition Fund. Section 3.3. Disbursements. The Escrow Agent shall use the moneys in the Equipment Acquisition Fund to pay the Acquisition Cost of each item of Equipment subject to the Lease, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee, fully completed and with all supporting documents described therein attached thereto. Upon receipt of a Payment Request Form with respect to any item of Equipment, an amount equal to the Acquisition Cost as shown therein shall be paid directly to the person or entity entitled to payment as specified therein. Section 3.4. Transfers Upon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on November 30, 2002, Escrow Agent shall pay all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2%) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rent Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rent Payments due under the Lease. Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Leas~ has been terminated pursuant to Sections 3.2 or 12.2 thereof, the Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. ARnCLE IV. TRUST; INVESTMENT Section 4.1. Irrevocable Trust. The moneys and investments held by the Escrow Agent under this Escrow Agreement are irrevotably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee (other than Lessor's security interest granted hereunder). Section 4.2. Investment. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of Lessee only in Qualified Investments. Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent for the benefit of Lessor and Lessee. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article. Such investments and re-investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article. Section 4.3. Disposition of Investments. The Escrow Agent shall, without further direction from Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accountin!!. The Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request. The Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5. Termination. This Escrow Agreement shall terminate upon disbursement by the Escrow Agent of all moneys held by it hereunder. ARTICLE V_ ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Section 5.1. Validity. The Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so, and the Escrow Agent shall be under no duty to make any investigation dr inquiry as to any of the foregoing. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to fonn, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same. 05/16J02:DQ-ESC.OOC/rev.06IOOsll 2002-148 Section 5.2. Use of Counsel and A2ents. The Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys. agents. or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. The Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent. or receiver selected by it with reasonable care. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection acting in compliance with the opinion of such counsel. Section 5.3. Interpretation. If Lessor or Lessee shall be in disagreement about the interpretation of the Lease or this Escrow Aoreement o , or about the rights and obligations of, or the propriety of any action contemplated by, the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow Agent shall be indemnified pursuant to Section 5.5 for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Escrow Agreement until a final judgment in such action is received. Section 5.4. Limited Liabilitv of Escrow A2cnl. The Escrow Agent shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its own gross negligence or willful misconduct. The Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification. To the extent permitted by applicable law and unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee hereby agrees to indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. Notwithstanding the foregoing, such indemnification shall not extend to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent for failure to perform and carry out the duties specifically imposed upon and to be performed by it pursuant to this Escrow Agreement or to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent arising from events solely and directly attributable to acts of Lessor. The Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between Lessor and Lessee as to the correct interpretation of the Lease or this Escrow Agreement and instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold such property until and unless said additional expenses, fees and charges shall be fully paid. In the event Lessee is required to indemnify Escrow Agent as herein provided, Lessee shall be subrogated to the rights of Escrow Agent to recover such fosses or damages from any other person or entity. ARTICLE VI. COMPENSATION Section 6.1. Escrow Al!ent Fee. The Escrow Agent shall be paid by Lessee for the services to be rendered hereunder (the "Escrow Agent Fee"), and will be paid and/or reimbursed by Lessee upon request for all expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by it in connection with carrying out its duties hereunder. The Escrow Agent's fee shall be payable from the interest eamings from this Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of the Lessee and not the responsibility of the Escrow Agent, the Lessor, or their agents or assigns. Section 6.2. Investment Fees. The Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees"). Lessor and Lessee hereby authorize the Escrow Agent to periodically deduct the Investment Fees from interest earnings on the Equipment Acquisition Fund. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Al!enl. Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7.1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resie:nation of Escrow Al!ent. The Escrow Agent or any successor may at any time resign by giving written notice to Lessor and Lessee of its intention to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days after such notice, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. Upon receiving such notice of resignation, Lessor and Lessee shall promptly appoint a successor Escrow Agent by an instrument in writing; provided, however, that in the event Lessor and Lessee fail to appoint a successor Escrow Agent within thirty (30) 05/IbJ02:BQ-ESC.OOC/reY.06I00S11 2002-148 days following receipt of such written notice, Lessor may appoint a successor Escrow Agent. Any resignation or removal of Escrow Agent shall become effective only upon acceptance of appointment by the successor Escrow Agent. Section 7.3. Mereer or Consolidation. Any entity into which Escrow Agent may be merged or converted. or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 7.1) shall be the successor to the Escrow Agent without the execution or filing or further act. ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with postage fully prepaid, or if given by other means, when delivered at the address specified in this Section 8.1. Section 8.2. Assienment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 8.3. Bindine Effect. This Escrow' Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to receive Rent Payments under the Lease. Section 8.4. Severabilitv. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. Entire Aereement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Escrow Agreement may be amended or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Alticles, Sections or Clauses hereof. . Section 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, aoJl for better assuring and confinning the rights and benefits provided herein. Section 8.8. Governine Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California. Section 8.9. Execution in Counterparts. This Escrow Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement. Section 8.10. Waiver of Jurv Trial. Lessor, Lessee and the Escrow Agent hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out ofthis Escrow Agreement. [REMAINDER OF PAGE LEFT INTENTlONALL Y BLANK] OSfI6lO2:BQ-ESC.OQClrev.06J00s11 2002-148 EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above. SUNTRUST BANK Escrow Agent SUNTRUST LEASING CORPORATION, Lessor By: Name: Title: Emily Hare Trust Officer By: Name: Michael J. Powers Title: Secretary Address: Corporate Trust Administration 919 E. Main Street, 10- Floor Richmond, VA 23219 Address: 29 W. Susquehanna Avenue, Suite 400 Towson, MD 21204 Telephone: 804n82-5400 Facsimile: 804n82-7855 Telephone: 410/307-6644 Facsimile: 410/307-6702 CITY OF SAN BERNARDINO, Lessee By: Name: Marsha Zeller Title: Purchasing Manager Address: 300 N. "D" Street San Bernardino, CA 92418 Telephone: 909/384-5548 Facsimile: 9091384-5043 05/16I02:BQ-ESC-OOC/fC'V.06IOOstl 2002-148 EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above. SUNTRUST BANK Escrow Agent SUNTRUST LEASING CORPORATION, Lessor By: Name: Title: Emily Hare Trust Officer. By: Name: Michael J. Powers Title: Secretary Address: Corporate Trust Administration 919 E. Main Street, 10" Floor Richmond, VA 23219 Address: 29 W. Susquehanna Avenue, Suite 400 Towson, MD 21204 Telephone: 804nS2-5400 Facsimile: S04n82-7855 Telephone: 410/307-6644 Facsimile: 410/307-6702 CITY OF SAN BERNARDINO, Lessee By: Name: Marsha Zeller Title: Purchasing Manager Address: 300 N. "D" Street San Bernardino, CA 9241S Telephone: 909/384-5548 Facsimile: 909/384-5043 05/16lO2:8Q.ESC.DOCIrcv.06I00s11 2002-148 Master Lease Number: 00914 Lease Schedule Number: 0 I EXHIBIT A PA YMENT REQUEST FORM NO. SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of May 22. 2002 (the "Escrow Agreement") by and among SUNTRUST LEASING CORPORA nON, as Lessor, and CITY OF SAN BERNARDINO as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee, that the amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Pavee Amount Equipment The Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non-Appropriation or Event of Default, or event which with the giving of notice or passage of time or both would constitute an Event of Default, has occurred. Dated: ,20_. CITY OF SAN BERNARDINO Lessee SUNTRUST LEASING CORPORAnON, Lessor By: [EXHIBIT PURPOSES ONLY] Name: Marsha Zeller Title: Purchasing Manager Date: By: Name: Title: Date: Cathy Estella Oechsler Assistant Vice President 05/16l02:BQ-ESC.DOC/rev.06I0Cl$!t 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 QUEsnONNAlRE FOR SELF-INSURANCE TO MASTER LEASE-PURCHASE AGREEMENT In connection with the Master Lease-Purchase Agreement (the "Agreement"), dated as of May 22, 2002, made and entered into by and between SUNTRUST LEASING CORPORAnON, as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defmed herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self-insured for damage or destruction to the Equipment. YES NO (circle one) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ ") T ;nhility Tnwrnnrp., a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation ofthe Equipment. YES NO (circle one) If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ "A Splf fm:urnnr.p Fund, a. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete tbe following: Monies in the self-insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $ b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim YES NO (circle one) If yes, the dollar amount oflimit per claim is $ 29 5/612002cBQ-ESC.DOClrev,06IOOstl 2002-148 ~R No Splf f"""rnnrp Fund, a. If Lessee does not maintain a self-insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self-insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4 Allthnrity. a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? '" rprtiflrntP" if !n"urnnrp, Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. CITY OF SAN BERNARDINO, Lessee By: Name: Title: Date: Marsha Zeller Purchasing Manager Telephone: 909/384-5548 Facsimile: 909/384-5043 Attachment 30 Sf6l2002BQ-ESCDOClrev.06I00sll 2002-148 Master Lease Number: 00914 Lease Schedule Number: 01 QUEsnONNAlRE FOR SELF-INSURANCE TO MASTER LEASE-PURCHASE AGREEMENT In connection with the Master Lease-Purchase Agreement (the "Agreement"), dated as of May 22, 2002, made and entered into by and between SUNTRUST LEASING CORPORAnON, as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defmed herein shall have the meanings assigned to them in the Agreement. I. Property Insurance. a. Lessee is self-insured for damage or destruction to the Equipment. YES NO (circle one) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ 7 Tinhi/NJJ Tnf:urnnrp. a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liahility including injury or death of persons or damage to property as indicated ahove. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liahility coverage is $ ~ A "'pI[ fm:urnnrp Fund, a. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self-insurance fund are subject to armual appropriation. YES NO (circle one) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $ b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim YES NO (circle one) If yes, the dollar amount oflimit per claim is $ 29 3/612002: BQ-ESCDOC/rev_06/00stl 2002-148 1R Nn splf Twwrnnrp Flinn. a. If Lessee does not maintain a self-insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self-insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4 A1Jlhnrity. a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? ~ rprtijirnfPv qf fn"fJrnnrp., Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. CITY OF SAN BERNARDINO, Lessee By: Name: Title: Date: Marsha Zeller Purchasing Manager Telephone: 909/384-5548 Facsimile: 909/384-5043 Attachment 51612002: BQ-ESC. DOCIrev. 06100511 30 2002-148 . Master Lease Number: 00914 Lease Schedule Number: 01 SUNTRUST LEASING CORPORATION ADDENDUM TO LEASE SCHEDULE NUMBER 01 TO MASTER LEASE-PURCHASE AGREEMENT (LEASE NO. 00914) RELATING TO SELF-INSURANCE THIS ADDENDUM is made as of May 22,2002, between SUNTRUST LEASING CORPORAnON (the "Lessor") and CITY OF SAN BERNARDINO (the "Lessee"). Recitals A. Lessor and Lessee have entered into a Master Lease-Purchase Agreement dated as of May 22,2002 (the "Agreement"). B. Lessee desires to lease equipment described in Lease Schedule Number 01 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Lease Schedule Number 01, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: I. The terms capitalized in this Addendum but not defmed herein shall have the meanings assigned to them in the Agreement: 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has occurred under the Agreement. 3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and confIrmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease-Purchase Agreement (the "Questionnaire") are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Lease Schedule Number 01 through self- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Lease Schedule Number 01 to accept self-insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereofto Lessor. 5/612002:8Q-ESCDOC/rev,06I00s11 31 2002-148 IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year fIrst above written. CITY OF SAN BERNARDINO Lessee SUNTRUST LEASING CORPORAnON, Lessor By: Name: Title: Date: Michael J. Powers Secretary By: Name: Title: Date: Marsha Zeller Purchasing Manager (PAGE TO BE REPLACED BY UCC FINANCING STATEMENT] S/61200Z,BQ-ESCDOC/rcv06/00!il1 32 2002-148 UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back' CAREFULLY A. NAME & PHONE OF CONTACT AT FILER (optional] --:- B. SEND ACKNOWLEDGMENT TO: (Name and Address) I I THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME. in$llrtOnly 9!!e: deblorname (taar 1b)-do 001 abbteviale or combine names L --1 1a. ORGANIZATION'S NAME City of San Bernardino OR lb.INOIVlDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 1c. MAILING ADDRESS CITY STATE rOSTAL CODE COUNTRY 300 N. liD" Street San Bernardino CA 92418 USA 1d. TAX10#: SSN OR EIN I rD'L INFO RE 11e. TYPE OF ORGANIZATION tf. JURISDICTION OF QRGANlZA TlON 19. QRGANlZA TlONAl ID N, if any ORGANIZATION I I I nNONE DEBTOR 2 ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert ooly 2M. debtor name (2a or 2b) - do not abbreviate or combine names 2a. ORGANIZATION'S NAME OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAIliNG ADDRESS CITY STATE I POSTAL CODE COUNTRY 2d. TAXlD#: SSN OR EIN I fDD'L INFO RE [2e. TYPE OF ORGANIZATION 2f. JURISDICTIONOF ORGANIZATION 29. ORGANIZATIONAL 10 #, if any g~~~ZAnoN I I I nNONE 3 SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) - insert only lmil secured party name (38 or 3b) 3a. ORGANIZATION'S NAME SunTrust Leasing Corporation OR 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAiliNG ADDRESS CITY STATE TOSTALCOOE COUNTRY 29 West Susquehanna Avenue, Suite 400 T Qwson MD 21204 USA 4. This FINANCING STATEMENT covers the following collateral: See Attached Schedule re orrec CONSIGNEE/CONSIGNOR lnt ec 10 II BAILEE/BAILOR All Debtors Debtor 1 Oebtor2 5. ALTERNATIVE DESIGNATION [ifapplicablej: IS ISle e TAT R R 8. OPTIONAl FILER REFERENCE DATA ..' .\ FILING OFFICE COpy - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 07129196) NATUCCt .5/4101 C T Syslcm Online LESSEE/LESSOR 2002-148 SCHEDULE A TO FINANCING STATEMENT OF CITY OF SAN BERNARDINO, AS DEBTOR, AND SUNTRUST LEASING CORPORATION, AS SECURED PARTY rnntlnn::ttinn of rnllM~r::ll np.~r:riptinn The financing statement to which this Schedule A is attached covers the types of property described on the face of such financing statement and all of the Debtor's right, title and interest in and to (collectively, the "Collateral"): Eighteen (18) 2003 Ford Crown Victoria Police Interceptors (a) the equipment described in Lease Schedule Number 01 dated as of May 22, 2002 (the "Lease Schedule") to the Master Lease-Purchase Agreement dated as of May 22, 2002 (the "Agreement," and together with the Lease Schedule, the "Lease") between Debtor, as lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time to time together with all of Debtor's right, title and interest in and to the Equipment Acquisition Fund established in Debtor's name at SUNTRUST BANK (the "Escrow Agent") pursuant to the Escrow Agreement dated as of May 22, 2002 (the "Escrow Agreement") among Debtor, Secured Party and the Escrow Agent; (b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and (c) to the extent not included in the foregoing, all repairs, replacements, substitutions and modifications and all proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter. :if6l2002;BQ-ESCDQCJl"(:v.06/OOs11 33 Information Return for Tax-Exempt Governmental Obligations .... Under Internal Revenue Code section 149(e) .... See separate Instructions. Caution: If the issue price is under $100,000, use Form B038-Ge. If Amended Return, check here ~ 0 2 Issu~r's employer identification number 2002-148 Fmm 8038-G (Rev. November 2000) Department of the Treasury Internal RevenIJe5ervice 3 Re ortin Authorit Issuer's name City of San Bernardino Number and street {or P.O. box if mail is not delivered to street address) 300 N. "0" Street 5 City, town, or post office. state. and liP code San Bernardino, CA 92418 Name of issue Master lease-Purchase Agreement No. 00914, lease Schedule Number 01 7 9 Name and title of officer or legal representative whom the IRS may call for more information Carol Doemner, Assistant Buyer T e of Issue (check a Iicable box(es) and enter the issue OMB No. 1545-0720 Room/suite 4 Report number 3 2002-01 6 Date of issue 05/22/2002 8 CU$IP number nla 11 12 13 14 15 16 17 18 19 20 o D D I!il D o o D Other. Describe ~ If obligations are TANs or RANs. check box ~ 0 If obligations are BANs. check box ~ D If obli ations are in the form of a lease or installment sale, check box .... ~ Descri tion of Obli ations. Com lete for the entire issue for which this form is bein 10 Telephone number of officer or legal representative ( 909 ) 384-5548 rice) See instructions and attach schedule 11 12 13 14 15 16 17 18 Education Health and hospital Transportation . . Public safety. . Environment (including sewage bonds) Housing . Utilities (b) Issue price (e) Stated redemption price at maturety OS/22/2005 $ 434,156.94 $ 434,156.94 Uses of Proceeds of Bond Issue includin underwriters' discount 22 23 24 25 26 27 28 29 30 24 25 26 27 28 31 32 33 34 35 36a b 37 b 38 39 40 434,156.94 (d) Weighted average maturity (e) Yield 3.6790 % o 434,156.94 o 434,156.94 nla nla nla nla years years Proceeds used for accrued interest . . . Issue price of entire issue (enter amount from line 21. column (b)) Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement . Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Total (add lines 24 through 28) . Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) . Descri tion of Refunded Bonds Com lete this art ani for refundin bonds. En~er the remaining weighted average maturity of the bonds to be currently refunded . .... Enter the remaining weighted average maturity of the bonds to be advance refunded . .... Enter the last date on which the refunded bonds will be called . .... Enter the date(s) the refunded bonds were issued .... Miscellaneous Enter the amount of the state volume cap allocated to the issue under section 141(b)(S) Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) Enter the final maturity date of the guaranteed investment contract .... Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a If this issue is a loan made from the proceeds of another tax-exempt issue. check box.... 0 and enter the name of the issuer.... and the date of the issue .... If the issuer has designated the issue under section 265(b)(3)(B)(i)(lII) (smali issuer exception). check box If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box If the issuer has identified a hed e. check box ~i2l ~D ~O Sign Here Under penallies of perjury. I declare that I have examined this return and accompanying schedules and statements. and 10 the best of my knowledge and belief, they are true. correct. and complete. ~ Signature of issuer's authorized representative Date For Paperwork Reduction Act Notice, see page 2 of the Instructions. * ~ Type or print name and title Form 8038-G (Rev. 11-2000) Cat. No. 637735 I- UJ UJ I (/) >- 0::: <t: ::2: ::2: ::J (/) o en 2002-148 cf!. (J) v o '" '" o 0 N o '" OJ ~ (() i' -<;t i' LD i' (() -<;t .(iJ / i ~( 1> '0 Q) '0 (; U Q) 0:: Ul :<;> al :S2 '" OJ .0 0) LD 0 ~ 0) OJ '" ~ "- OJ '" .E (() 0 LD Q) '" ~I N 0 (() -<;t ::l a Q) - (1l 0:: I (() N 0 I Ul , I N - N 0 I c 0 I ~I Q) -. a C! E -<;t N c^ ' 0>- it: ., -. -. en -<;t r' ~! CL >- Q) :g Ll - III ~: '0 en ~. Q) 0 ro u a.. c " en 0 ...J c c <( <( f- Ul 0 :<;> f- al