HomeMy WebLinkAbout2001-334
Resolution No.
2001-334
2 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE ESCRO
3 AMENDMENT TO THE MASTER LEASE AGREEMENT (RESOLUTION 98-178
4 WITH FIRST MUNICIPAL LEASING CORPORATION FOR THE FURNISHING 0
5 LEASE PURCHASE FINANCING.
8 SECTION 1. That the Mayor and Cornmon Council authorize the Purchasing Manager to sig
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 0
7 SAN BERNARDINO AS FOLLOWS:
9 the attached "Exhibit A" as an amendment to the master lease agreement with FMLC
10 resolution 98-178.
11 SECTION 2. The City shall not be obligated under the Agreement unless and until actua
12 financing is required for a specific lease purchase.
13 SECTION 3. No transactions shall be initiated under this amendment to the Master Leas
14 Agreement 98-178 without the approval by the Mayor and Common Council as a separat
15 schedule under the Master Lease Agreement.
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2001-334
1 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE ESCROW
2 AMENDMENT TO THE MASTER LEASE AGREEMENT (RESOLUTION 98-178)
3 WITH FIRST MUNICIPAL LEASING CORPORATION FOR THE FURNISHING OF
4 LEASE PURCHASE FINANCING.
5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
6 Common Council of the City of San Bernardino at a j oint regular meeting thereof, held on
day of November
,2001, by the following vote, to wit:
7 the 5th
8 Council Members: Ayes Nays Abstain Absent
9 ESTRADA X
10 LIEN 1L-
11 McGINNIS X
-
12 SCHNETZ X
13 SUAREZ X
14 ANDERSON ~
15 McCAMMACK X
-
:~ ~ity~
18 The foregoing resolution is hereby approved this 1TJ-1 day of
19
November
, 2001.
udith Valles, Mayor
City of San Bernardino
20
21
22
23 Approved as to form and legal content:
24 James F. Penman, City Attorney
25
'9.~
2001-334
Exhibit A
COfvl
Amendment To Escrow Agreement
Dated: As of October 25, 2001
This Amendment To Escrow Agreement dated as of October 25, 2001, to the Escrow
Agreement dated as of October 25, 2001, (the "Escrow Agreement"), is entered into by and
between First Municipal Leasing Corporation ("Lessor"), a Colorado corporation, the City of
San Bernardino ("Lessee") a political subdivision of the state of California and Comerica Bank
("Escrow Agent"), a California corporation. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Agreement.
I. The Escrow Agreement and all supporting documentation is hereby amended as follows:
A. Intemleader. The Escrow Agent is required to make payment to or for or deliver
documents to any party only if in its exclusive judgment such payment or delivery may be made
without Escrow Agent incurring any liability. If conflicting demands are made or notice served
upon the Escrow Agent with respect to this escrow the parties hereto agree that Escrow Agent shall
have the absolute right to elect to do either or both of the following: (I) withhold and stop all
further pfoceedings in, and performance of, this escrow, or (2) file a suit in interpleader and obtain
an order from the court requiring the parties to interplead and litigate in such court their several
claims and rights among themselves. In the event such interpleader suit is brought, Escrow Agent
shall ipso facto be fully released and discharged from all obligations to further perform any and all
duties or obligations imposed upon it in this escrow, and the parties jointly and severally agree to
pay Escrow Agent all costs, expenses, and reasonable attorney's fees expended or incurred by
Escrow Holder, the amount thereof to be fixed and judgment thereof to be rendered by the court in
such suit.
B. Indemnification. All parties hereto agree, jointly and severally, to pay on
demand, as well as to indemnify and hold the Escrow Agent harmless from and against all costs,
damages, judgments, attomey's fees, expenses, obligations and liabilities of any kind or nature
which in good faith, Escrow Agent may incur or sustain in connection with, or arising out of this
escrow. All amounts charged thereto to compensate or reimburse the Escrow Agent for amounts
owing to it hereunder shall, from the time of such loss or charge, no longer constitute part of the
Deposit the Escrow Agent is hereby given a lien, to the extent allowed by law, upon all rights, title
and interest of each party in all escrowed papers and other property or monies deposited in this
escrow, to protect its rights and to indemnify and reimburse the Escrow Agent under these
Instructions, regardless of the consummation of this escrow.
C. Duties. All parties agree that as far as the Escrow Agent's rights and liabilities are
involved, this transaction is an escrow and not any other legal relation and the Escrow Agent is
such, only on the within expressed terms.
D. Time of Essence. TIME IS OF ESSENCE OF THESE AND ALL ADDITIONAL
OR CHANGED INSTRUCTIONS.
E. Governing Law. This Escrow Agreement shall be govemed by and construed in
accordance with the laws of the state of California without reference to provisions governing
conflicts of law and the parties hereby submit to jurisdiction of any state or federal court siting in
San Francisco, California.
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2001-334
Exhibit A
F. Notices. Any notice, request, demand or other communication provided for
hereunder to be given shall be in writing and shall be delivered personally, by certified mail,
return receipt requested, postage prepaid, or by transmission by a telecommunications device,
and shall be effective (a) on the day when personally served, including delivery by overnight
mail and courier service, (b) on the third day after its deposit in the United States mail, and (c) on
the business day of confirmed transmission by telecornmunications device. The addresses of the
parties hereto (until notice ofa change thereof is served as provided in this Section 2.10) shall be
as follows:
Escrow Al!:ent:
Comerica Bank
Special Corporate Financial Services
275 Battery Street, Suite 1100
San Francisco, CA 94111-3305
Attn: Lawrence Nelson
Facsimile No.: (415) 954-5066
Lessor:
First Municipal Leasing Corporation
1905 Foothills Drive South
Golden, CO 80401-9186
Facsimile No.: 888-329-3652
Lessee:
City of San Bernardino
Attn:
300 North D Street
San Bernardino, CA 92418-0001
Facsimile No.:
2. Except as specifically set forth herein, all of the terms and provisions of the Escrow
Agreement are ratified and confirmed by the parties hereto and shall remain in full force and
effect:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their authorized representatives the day and year first above written.
First Municipal Leasing Corporation,
Lessor
City of San Bernardino,
Lessee
By:
By:
Its:
President
Its:
Comerica Bank,
Escrow Agent
By:
Its:
Amendment To Escrow Agreement
Dated as of October 25, 200 I
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