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HomeMy WebLinkAbout1995-054 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 95-54 RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE- PURCHASE MASTER AGREEMENT FOR MUNI-GROUP FOR THE FURNISHING OF LEASE PURCHASE FINANCING AND REPEALING RESOLUTION NO. 94-300. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That Resolution No. 94-300 be hereby repealed. SECTION 2. That Equipment Lease-Purchase Master Agreement with Muni-Group (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 3. 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 The authorization to execute the above referenced Agreement is rescinded if the parties fail to execute it within sixty (60) days of the passage of this resolution. SECTION 4. No transactions shall be initiated under the Master Lease contained in the Agreement without the approval of the Mayor and Common Council. SECTION 5. 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 Agreement. -1- 1 RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE PURCHASE MASTER CONTRACT FOR MUNI-GROUP FOR THE FURNISHING OF LEASE 2 PURCHASE FINANCING AND REPEALING RESOLUTION NO. 94-300. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 6th/8th day of March meeting thereof, held on the 199'i ,by the following vote, to wit: Council Members: AYES NEGRETE x CURLIN HERNANDEZ x OBERHELMAN x DEVLIN x POPE-LUDLAM x MILLER x NAYS ABSTAIN ABSENT x ~~ty~ The foregoing resolution is hereby approved this 9th day of March , 199~ /- ~iI' <---;[;<Er1'VI )1; !f;1/) ( om Minor, Mayor City of San Bernardino Approved as to form and legal content: James F. Penman, City Attorney By: Q.,/J'","~ '7-- /~~~ U -2- 95- 54 {!f:1(l.IN4L " DAlE: 8- ..>,GREEMENT NO. MUNICIPAL LEASE AND OPTION AGREEMENT ESSOR: z- 3- 4- LESSEE: 5- 6- r This Municipal Lease and Option Agreement (the. Agreement") enlered into between 2 - (Lessor'), and 5 - (Lessee"), a body corporate and politic duly orlzanized and existing under the laws of the State of 9 - (State'); WITNESSETI~ WHEREAS. Lessor desires to lease the Equipment. as hereinafter defined. to Lessee. and Lessee desires to lease the Equipment from Lessor. subject to the terms and conditions ot and for the purposes set forth in this Agreement: and WHEREAS. Lessee is authorized under (he Constitution and laws of the Stale to enter mto this Agreement tor the purposes set forth herein: NOW, 11-:IEREFORE. for and in consideration of the premises hereinaiter contained. the parties hereby agree as follows: ARTICLE [ COVENANTS OF LESSEE Section 1.01. Covenants or usse-e. Lessee represents. covenants and warrants. for the benefit of Lessor and its assig.nees. as follows: (a) Lessee is authorized under the Constitution and laws oi the State 10 enter into this Agreement and the transaction contemplated hereby. and to perform al1 of its oblig:auons hereunder. ARTICLE II DEFINITIONS Section 2.01. Definitions. Unless the context clearly otherwise requues or unless otherwise defined herein. the capitalized terms in this Agreement ,hall have the respective meanmgs specified below. "Code" means the Internal Revenue Code of 1986. as amended. and 10 the extent applicable. the regulations and rulings issued thereunder. "Commencement Dale. is the date when the term Ollhis Agreement beglns and Lessee's obligation 10 pay rent accrues. which date shall be the date first above wntten. "Equipment" means the property described in Ethibil D and which is the subject of this AgreemenL .Lease Term" means the penod between the date hereof and the last day of the fiscal year or Lessee which includes the due date of the last Rental Payment. .Puf'C'ha!le Prier" shall be equal 10 the sum of (a) the Prepayment Ootlon Price. as shown on Exhibit E to be the applicable prIce afler Ihe last prior Rental Payment tS and has been made. I b) accrued interest thereon. which shail be computed by a ~ calculation of the interest ponton or the next due Rental Pavment. divided bv the number ot days between such due date and the Prior immediate due date. muitlplied by the nUnlocr at days elapsing between :he [wo as or the date of payment. (C) any unpaid charg.es ior or mterest on late payments. and (d) any other amounts payable to Lessor hereunder as reimbursements or repayments ior advances. "Renl.a.l Payments' means the basic rental payments payable by Lessee pursuant 10 E'l:hibit E of this Agreement. 'Vendor' means the manuiacmrer oi the Equipment as well as the a~ents or dealers of the manufacturer. ARTICLE III LEASE OF EQVIP~ENT Section 3.01. uase or EQuiDmenL Lessor hereby demises. leases and lets to Lessee. and Lessee rents. leases and hires iram Lessor. the Equipment. :n accordance with the prOVIsions of this Agreement. to have and to hold for the Lease fenn. ARTICLE IV LEASE TERM Section 4.01. Lean Term. This Agreement shall be In effect and shall commence as ot the Commencement Dale and wliJ remain in effect throug.houl the Lease Tenn. The Lease renn will terminate upon the tirst to occur of: (al the exercise bv Lessee of the opuon 10 purchase the Equipment under Articles XI or VI: (b) Lessor's eleclion 10 termlOate this Agreement upon a default unaer Aruc1e XIII; (C) the payment by lessee ot ail sums requlfed to be paId by Lessee hereunder: or (d) Ihe occurrence of an Event of Nonappropriation In accordance With Article VI. Seellon 6.05. ARTICLE V ENJOYMENT OF EQUIPMENT SectIon 5.01. Quiet EniovmenL Lessor hereby covenants to provide Lessee dunng the Lease Term With quiet use and enjoyment oi the Equipment. E080.lsc I " .'?r;. .-' ! . .. > . Section 5,02. Use 01 the Muiu.eat. Lessee will not install. use. operate or maintain the Equipment improperly. carelessly, in violation of any J.pplicable law or in a manner contrary to that contemplated by this Agreement. Section 5.03. ~ht of [osoedioa. During the Lease Tenn. the Lessor and its officers. employees and agenlS shall have the right at aU reasonable times during business houn to enter into and upon the property of the Lessee (or the purpose of inspecting the Equipment. Section 5.04. Diadaimor olWornurtie.. LESSOR MAKES NO WARRANIY NOR REPRESENTATION. E1TI1ER EXPRESSED OR IMPLIED, ~S TO TIlE VALUE, DESIGN. CONDITION. MERCHANTABILlTI OR FI1NESS FOR PARTICUlAR PURPOSE OR FIl1>IESS FOR USE OFllIE 'QUIPMENT. OR ANY OTIlER WARRANTY WITI1 RESPECT TIlERETO AND. AS TO TIlE LESSOR, TIlE LESSEE LEASES TIlE EQUIPMENT ",-\5 IY. In no event shall the Lessor be liable for any loss or damage. including incidental. indirect. speciaJ or consequential damage. in connection with or arising out of this Agreement or the existence. furnishing. functioning or the I...es.see's use of any items or products or services provided for in this Agreement. Section 5.05. Vendors Warrantiu. Lessee may assert claims and rights that the ussor may have against any Vendor of any ponion of the Equipment. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Pavments to Constitute a Current Exuense or Lusee. The obligation of Lessee to pay Rental Payments hereunder is a current expense of Lessee and not a debt of Lessee in contravention at any applicable limitations or requirements. nor shall anything contained herein constitute a pledge of the general t.aI revenues. funds or monies of Lessee. Secuon 6.02. Interest and Principaj Components. A ponion of eacb Rental Payment is paid as interest. and the balance of each Rental Payment IS pa;j as pnncipal. Exhibit E hereto sets forth the mterest component and Ihe pnncipal component of each Rental Payment during the Lease Tenn. Section 6.03. Rental Pavment. to be UnconditionaL The obligations of Lessee to make Rental Payments. and 10 perform and observe the covenants .lnd a~eements contained herem. shall be absolute and unconditional in all events. except as expressly provided under this Agreement. notwithstanding any Jispute between Lessee and Lessor. any Vendor or any other pel"5On. Lessee snail not assert any right of set-off or counterdaim against its obligation to make payments under this Agreemem. Section 6.04. Continuatioa or Lease T~rm bv Lessn. Lessee intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be mad.e. Section 6,05, NoaapPI'Opriatioa. If (a) sufficient iunds are not approonaled for Rental Payments due In any fiscal year and (b) the Lessee shall have ;It such time no funds duly autbonzed for the Rental Payments or other amounts oayable hereunder from other sources. an Event of Nonapproprialion shall be deemed to have occurred. The Lessee shall promptly deliver notice thereof to 1M Lessor. LJpon the occurrence of an Event of Nonappropriation. the Lessee agrees Ihat the Lessor may reclaim possession at the Equipment. Lessee agrees oeaceably to deliver the Equipment to Lessor at a reasonable location specified by Lessor. all at Lessee's expense. Section 6.06. Nonsubstitutioa. If an Event of Nonappropriation occurs {he Lessee hereby agrees. to the extent permitted by law and subject lO .ipplicable public policy. not to purchase. lease or rent equipment performing functions similar to those performed by the Equipment for a period of one year (olJowmg the date of such event. ARTICLE VII TITLE TO EQUIPMENT: SECURlIT INTEREST Section 7.01. Title to tbe MuwmenL During the term of Ihis Agreement. title to the Equipment shall vest in Lessee. subject to Lessor's rights upon .in Evenl of Default or an Event of Nonappropnalion. Section 7.02. S~curilv Int~n=sl. Lessee ;rants to Lessor a secun!V inter~t consl11uting a lirstlien on the Equipment and on all additions. attachments. 3ccesslons and substitutions thereto. and on any proceeds theretrom. Section 7.03. Liens and EncumbraoClu to Title. l~ssee shall promplly discharge any mechanic's or matenalmen.s liens placed on the Equipment i'y any agent. COnLractor or supplier ot" the Lessee. ARTICLE \1Il \IAlNTENANCE: MODlF1CATlON: TAXES: INSURANCE AND OTHER CHARGES S<:cuon 8.01. Maintenance or Muipment hy Lessee. Lessee will. at Lessee.s own cost and expense. maintain. preserve and keep the Equipment In ~ooo repair. working order and condition. If requested by Lessor. Lessee will enter into a maintenance contract for the Equipment with Vendor_ Section 8.02. Taxes. Other Gonrnmenta.l Ch8l1!u and Utility Charz:~ In the event that the use. possession or acquisition of the Equipment is found :0 be sub1ect to taxation in any form (except for income taxes 01 Lessor). govemment charg,es or utility charges and expenses. Lessee will pay all such taxes and -:harges as they come due. Secuon 8.03. Provisiou Reeardiu Insurana. At its own expense Lcs.see shall cause casualty. public liability and property damage insurance to be ~.1rried and malOlained (and eVldenced by certificates delivered to Lessor Ihrou~out the Lease Term I in the amounts and for the coverages set forth on E'thibit 2. provHled that the amounl of casualty and property dama~e Insurance shall not De iess than loe then appiicable Purch.lse Pnce. ,.\11 insurance proceeds /rom ~'.J..Suai[v losses shall be payable as hereinaiter provided in this A~eement. Secuon 8.04. AdvaDCeS. In the event Lessee shall fail to maintain the full insurance coverage reqUired by Ihis Agreement or shall fail to keep the Equipment in good repair and operating condition. Lessor maY I but shall be unller no obligation I to purchase the required policies of insurance and pay the premlums on the same or may make such repairs or replacements as are neces.ury and prOVlde for payment thereof: and all amounts so advanced therefor by Lessor shall be repaid to Lessor. together with interest thereon at the rate speafied hereafter. SeCUOD 8.05. Modifications. \Vithout the pnor wrillen consent at" ::-:e ussor. the Lessee shall not make any materIal alterallons. modifications or J:t.lcnmenLS to the Equipment. ARTICLE IX DAMAGE. DESTRUCTION AND CONDE.'Il.NATlON: CSE OF NET PROCEEDS ~"':cuon 9.01. Dama2-e. mstructinn ana Cond~m~2t!O~ !: (:1) ~~e E~'..::;!T'.~~~ ,v .'V :v'n'r\" rh"r,.nr:~ deslr0\"t'd itn whole or In oarn or is damal.!.cd y tire or other casualry or (b) title to. or lhe temporary use of the Equipment or any part thereof is taken under the exerCise of the power of eminent do maIO. Lessee and Lessor will cause the Net Proceeds of any insurance ciaim or condemnallon award to be applied either to Ihe prompt repair. restoration. modification 'r reOlacement ot the Equipment or. .11 Lessee's option. to [he payment In luii ci the Purcr:ase Price. ..\nv balance of the :"Jet Proceeds remaining after su<;n ....crk. or purcnase has been completed shaH be paid 10 Lessee. , - EQSQ'!se ;) ,(li'-" ,71/ .. J " For purposes of Article VUI. Section 8.03. and this Article IX. the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting: all expenses (including attorney's fees) incurred in the collealon of such claims or award. Section 9.02. InlUflideDa' of Net Procred.. If the Net Proceeds are insufficient to pay in full the cost of any repair. restoration. modification or replacement. Lessee shall either (a) complete the work and pay any cost in excess of the amount of Net Proceeds. or (b) Lessee shall pay to Lessor the Purchase Price. The amount of [he Net Proceeds in excess of the then applicable Purchase Price. if any. may be retained by Lessee. ARTICLE X TAX COVENANT Section 10.01. TaxConnant. It is the intention of the Lessee and the Lessor that the interest portion of the Renlal Payments received by the Lessor be and remain exempt from federal inoome taxation. Lessee covenants that it will take any and all reasonable action necessary to maintain the exemption from t'ederal income laxauon of the interest ponion of the Rental Payments. and that it will not intentionally perform any act or enter into any agreement or use or permit the use of the Equipment or any portion thereof in a manner that shall have the effect of terminating the exemption from federal inoome Lantion of the interest portion of the Rental Payments. including (without limitation) leasing all or any portion of the Equipment or contracting to a third party for the use or operallon of all or any ponion of the Equipment if entering into such lease or contract would have such effect. ARTICLE XI OPTION TO PURCHASE Section 11.01. Purchase Ri2hts. Lessee shall be entitled to purchase Ihe Equipment: (a) upon payment in full of all Rental Payments in accordance with Exhibit E hereof and all other amounts due hereunder; or (b) upon wriUen notice delivered at least 30 days in advance of a proposed date for payment. and upon the payment on such date of the Purchase Price. ARTICLE XII ASSIGNMENT. SUBLEASING. INDEMNIF1CATION. MORTGAGING AND SELUNG Secuon 12.01. AssiJ!o.ment or Sale bv uuor. (a) This Agreement. and [he obligations of Lessee to make payments hereunder. may be sold. assigned or otherwise disposed of in whole or in part to one or more successors. grantors. holders. assignees or subassignees by Lessor. Upon any sale. disposition. assu~.nment or reassignment. Lessee shall be provided with a duplicate original counterpart of the document by which the same is made. During the term of this Agreement. Lessee shall each keep a ;:,omplete and accurate register of all such assignments in form necessary to comply with Seclion 149(a) of the Code. (b) Lessee agrees 10 make all payments to the assignee designaled in the assignment. notwithstanding any claim. defense. setoff or counterclaim whatsoever (except arising from Lessor's breach of this Agreement) that Lessee may from lime to time have agaanst Lessor or Vendor. Lessee agrees to execute a.1I documents.lllduding notices of assignment and chattel mortgages or financmgstatements. which may be reasonably requested by Lessor or assignee to protect its inlerests in the Equipment and in this Agreement. (c) Lessee hereby agrees that Lessor may sell or offer to sell this A~eement (i) through a certificate of participation program. whereby two or nlore .,lterests are created in the Agreement. the Equipment or the Rental Payments; or (ii) with other similar instruments. agreements and obligations through a pool. trusL limited partnership. or Olher entity. Secuon I.~.O:!. No Sale. Assl2omeot or SubleasiD.!!: bv Lessee. This Agreement and the interest of Lessee 10 the Equipment may not be sold. assigned or encumbered by Lessee without the pnor wnuen consent of Lessor. Section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constitution of the State. Lessee shall prolect. hold harmless and inaemnity Lessor tram and against any and all liability. obligations. losses. claims and damages whatsoever. regardless of cause thereof except those resultmg [rom Lessor's intentional or negligent actS or omissions. and expenses tn connection Iherewith. including. ......lthout Jimualion. counsel fees and expenses. oenalues and interest arising out of or as the result of the entenn!; InlO of lhis Agreement. the ownership of any item 01 the Equipment. the ordering. acqUISition. 'Jse. operation. condition. purchase. delivery. rejection. stora~e or return of any Item of the Eouipment or any accidenl In conneclion with the operation. use. ~ondition. possession. storage or return of any item of the Equioment resulting In damage to property or injUry to or death to any person. The indemnification 3r1SlDg under tnis paragraph shall survive the terminalion of this A~eement. ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Secuon 13.01. Events of Default. The following constitute 'Events of Defauh" under this Agreement: (a) f3ilure by the Lessee to pay any Rental Payment or other pavment required to be paid hereunder ......hen due; or I bl [adure by the Lessee to malOtain IOsurance on the Equipment In accordance wah Arucle VII! SectJon 6.(J3 hereof; or (c) iailure by the Lessee lO observe and perform anv other covenant.. condition or a~eement on its pan to be observed or performed for a period of 30 days after wnuen notice is given to the Lessee by the Lessor. speafying such failure and requesting that II be remedied; provided. however. that If the failure stated in such notice cannot be corrected within such 30-day period. the Lessor will not unreasonably withhold its consent 10 an extension of such time if corrective aaion is instituted by the Lessee wllhin the applicable period and diligently pursued until the default IS corrected: or (d) initiation by the Lessee of a proceeding under any federal or stale bankruPICY or insolvency law seeking relief under such laws concerning its indebledness. l11e t'oregoing prOVIsions of this Section are subject to the provisions of Article VI. Section 6.05. hereof. Seeuon lJ.02. Rem.edies 00 Default. Whenever any Event of Defawt shall have oaurred and be continumg, the Lessor shall have the righl. at its sole opuon without any further demand or notice. to take anyone or any combmalion of the following remedial steps: (a) Terminate lhis Agreement and retake possession of the Equipmenl wherever SItuated. and seH or lease. sublease or make other dispOSItion at" '.he Equipment for use over a term in a commerClally reasonable manner. all for the account of Lessor: provided that Lessee shall remain directly liable for the ::0unt ..1::::":'::'::'0' :lpprcpnJ.ted fer the p:.:rch::!.se ~r r~:-t!.J.1 of th~ Ec1Jif)r;;eC'.! 2rld 'Jnp,:lId b~' ','~~ee durin,? lhe C:J!':"e~! ri~c.J.l ve::u. Lessor shaH apply the sale proceeds in the following manner: FIRSTI..Y. 10 pay all proper and reasonable costs and expenses associated with the recovery. repair. storage and sale of the Equipment. including :-easonable attomevs' fees ana expenses: SECONDLY. to pay the Lessor (i) the amount of all unpaid Rental Payments. if any. which are then aue and o......ing. together ......ith interest and late ,- EQBQ.lse "6 I'),~,rf.l charges thereon. ~ii) the then applicable Purchase Price (taking into account the payment of past due Rental Payments as aforesaid), plus a pro rata allocation of interest. at the rate utilized to establish the interest component ior the Rental Payment next due. from the next preo:ding due date of a Rental Payment until the date of payment by the buyer. and (iii) any other amounlS due hereunder; TI-lIRDLY, to pay the remainder of the sale proceeds. purchase moneys or other amounlS paid by a buyer of the Equipment. to the Lessee. (b) proceed by appropriate court action to enforce performance by the Lessee of the applicable covenanlS of this Agreement or to recover for the 'reach thereof: or (c) Use or retake such ponion of the Equipment as the Lessor. in its sole discretion. may decide. All of the Lessee's right. title and interest in any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default or Event of Nonappropriation shall terminate immediately upon such repossession. Section 13.03. RetDnl of EquiPlllent. Upon an Event of Defaull, Lessee agrees to allow Lessor to recover the Equipment at I...essee's sole cost and expense. in accordance with Article VI. Section 6.05. Section 13.04. No RemM Exclusive. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy 5hall be cumulative and shall be in addition (0 every other remedy gIVen under this Agreement or now or hereafter existing at law or in equiry. Secuon 13.05. Late Chane: loteft~t 00 Late PaYment. Any Rental Payment not paid on the due date thereof shall bear a late charge equal to two percent (2%) of the amount of the past due Rental Payment. but in no event less than SlOO.OO. Any unpaid Rental Payment or other amounl payable by Lessee \0 the Lessor hereunder. shall bear mterest at the lesser of (a) the rate payable on the principal portion of the Purchase Price. plus five full percentage points per annum. or (b) the maximum rate allowed by law. Section 13.06. Foree Maieu~. If by reason of force maieure Lessee is unable in whole or in part to carry out its agreement on its part herein contained. other than the obligations on the part of Lessee contained in Article VI and Article VIII Section 8.03 hereof. Lessee shall not be deemed in default during the continuance of such inabiliry. The term 'force majeure' as used herem shall mean. without limitation. the following: acts of God, strikes. lockouts or other industria! disturbances: act of public enemies. orders or restraints of any kind of the government of the United States of America or the State or any of their departments. agencies or officials. or any civil or military authori~ insurrections; riots; landslides; earthquakes; fires: storms; droughlS: floods; or explosions. ARTICLE XIV MISCELI.A.>;EOUS Section 14.01. ~otices.. All notices. certificates or other commumcations hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail. postage prepaid. 10 (he parties at the addresses set forth on the first page hereof. Section 14.02. Bindin2 Effect. This Agreement shall inure to the benetit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. SennabiIit\'. In (he event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction. ~uch holding shall not invalidate or render unenforceable any other provision he=:reof. Section 14.04. Amendments. All amendments hereto must be in wnting. Section 14.05. Execution in Counterparts.. This Agreement may be=: executed in several counterparts. Section 14.06. ADDlicable Law. This Agreement shall be g.overned by and construed in accordance with the laws of the State. ARTICLE XV DEFEASANCE Section 15.01. Ddeasance.The Lessee.s obligallon to pay the Purcnase Price will be deemed to be paid and the Lessee's obligations under this :\~eement will be discharged and satisfied upon the deposit by the Lessee with the Lessor of (a) moneys sufficient to pay the Purchase Price or (b) obligations ',l.'hlch are directly insured or guaranteed by the United States or. with the prior written consent of the Lessor. anv other oblill;3tions in which anv sinking fund ~.or bonds issued by the Lessee may legally be invested. the pnnapal of and Interest on which when due will prOVide sufficient moneys for such paymenL IN WlmESS WHEREOF. Lessor has executed this Agreement in its corporate name. attes!ed by its duly authorized officers. and Lessee has caused :his A~eement to be executed In ItS corporate name. attested by ItS duly authonzed ot"ficers. All of the aoove occurred as of the date first wntlcn on the headinH- hereoi. Bv: By: .\ttesl.: rotle: ritle: City Clerk LESSEE. 5 - ~g//l~ I Mayor / ..\nesl.: B~ ~~ Bv' Title: Title: ,- " EQBQ.~e 'I 1 r" /'il EXHIBIT D DESCRIPTION OF THE EQUIPMENT QUIPMENT, 10- EQUIPMENT LOCATION, By: Tille: Date: ,- EQBQ.Jse -5" , /,/,/ /-,..1 ,., EXHIBIT F ACCEPTANCE CERTIFICATE To Lessor: 2 - r ,- In accordance with the terms of the Municipal Lease and Option Agreement dated 8 - (the ~Lease') between 2 - Clessor'), and the undersigned (Lessee"), Lessee hereby certifies and represems to. and agrees with. Lessor as follows: 1. The Equipment. as such term is defined in the Lease. has been delivered and installed at the Equipment Location specified in Exhibit 0 . Descnpti.:m of the Equipment to the Lease and accepted on the date indicated below. 1. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it acceptS the Equipment for aU purposes. J. No Event of Default. as such term is defined in the Lease. and no event which with notice or lapse of lime. or both. would become an Event of Default. has occurred and is cominuing at the date hereof. Lessee: 5 - By: itle: Date: ,- EQBQ.~e b , 95- 54 EXHIBIT G INSURANCE COVERAGE REQUIREMENTS TO: 1- r 4- FROM: ,- 6- 7- SUBJECT: INSURANCE COVERAGE REQUIREMENTS 1. In accordance with Article VIII. Section 8.03 of the Agreement. we have instructed the insurance agent named below (please fill in name. address and telephone number) 10 issue: a. All Risk Physical Damage [nsurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause nammg 2 - :lS loss payee. Coverage Required: Full Replacement Value b. Public liability Insurance eVidence by a Certificate 01 Insurance naming 2. - ;lndJor its assigns as an Additional Insured. ~inimum Coverage Required: S500.000.00 per person S500.000.00 aggregate bodilY injury JiabililY 5100.000.00 property damage liability OR Pursuant 10 Article VIII. Section 8.03 of the Agreement. we arc self.insured for aH risk. physical damage. and public liability and will provide proof of sucn seif~insurance in leuer form together with a copy of the stature authonzing this torm at insurance. Proof of insurance coverage will be provided prior to the time that the equipment is delivered to us. Bv: Dated: <- EQBQ.1se 7