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HomeMy WebLinkAbout1994-300 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. q.d_-::tnn RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE- PURCHASE MASTER AGREEMENT FOR MUNI-GROUP FOR THE FURNISHING OF LEASE PURCHASE FINANCING. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. 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 Agreememt 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 The authorization to execute the above referenced Agreement is rescinded if the parties fail to execute it within sixty (60) days of the passage of this resolution. SECTION 3. No transactions shall be initiated under the Master Lease contained in 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 Agreement. / / / / / / / / / / / / 09-13-94 -1- - 94-300 1 RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE PURCHASE MASTER CONTRACT FOR MUNI-GROUP FOR THE FURNISHING OF LEASE 2 PURCHASE FINANCING. 3 SECTION 5. The Purchasing Agent, Director of Finance and 4 the city Attorney are hereby authorized to execute such documents 5 as necessary for the administration of transactions under the 6 Agreement. 7 I HEREBY CERTIFY that the foregoing resolution was duly 8 adopted by the Mayor and Common Council of the city of San 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Bernardino at a meeting thereof, held on the reaular day of OCToher , 199~, by 3rd the following vote, to wit: ABSTAIN ABSENT Council Members: NAYS AYES NEGRETE x CURLIN x HERNANDEZ x OBERHELMAN x DEVLIN x POPE-LUDLAM x MILLER x laWl rJazt liL( J~)^ Ci~y Clerk is hereby approved this 5th , 199 4 . ---;>----'""1/1t \ / ~V V. /v1A-f0... Tom Mlnor, Mayor City of San Bernardino I f tAJ The foregoing resolution day of October Approved as to form and legal content: James F. Penman, 26 City Attorney 27 By: 09-13-94 -2- 28 I I 94-300 AGREEMENT NO, L'^ lE 8- MUNICIPAL LEASE AND OPTION AGREEMENT .ESSOR: r 3- 4- LKSSEE: 5- 6- 7- This Municipal Lease and OplionAgreemenl (the "Agreement") entered into between 2 - ("Lessor"), and 5 - CLessec"), a body corporate and politic duly organized and existing under the laws of the Stale of 9 - ("Stale"); WITNESSETH, WHEREAS. Lessor desires to lease the Equipment,as hereinafter defined, 10 Lessee. and Lessee desires to lease the bluipmcnt from Lessor, subject to the terms and conditions of and for the purposes set forth in Ihis Agreement; and WHEREAS. Lessee is authorized under the Constitution and la\\'S of the Slate to enter into this Agreement for the purposes set forlh herein: NOW, llIEREFORE. for and in consideration of the premises hereinafter contained. the parties hereby agree as follows: ARTICLE I COVENANTS OF LESSEE Section LOt. Connants of Lessee. Lessee repre!;en15, covenn.nl<; and warrants, for the benefit of Lessor and its assignees. as follows: (a) Lessee is authorized under the Constitution and laws of the Stn.te 10 enter into this Agreement and the transaction contemplated hereby. n.nd to perform all of its obligations hereunder. ARTICLE H DEFINITIONS Section 2_0t. Definitions. Unless the context clearly otherwise requires or tIIdess otherwise de filled herein. the capitn.li7.cd terms in this I\g.recmcnt shall have the respective meanings specified below. ~Code" means the Internal Revenue Code of 1986, as amended. and to the extent applicable, the regulations and rulings issued thereunder. "Commencement Dale' is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues, which date shall be the date first above written. "Equipmenl" means the property described in Exhibit D and which is the subject of this Agreement. "Lease Term" means the period bem'een the date hereof and the last day of the fiscal year of Lessee which includes the due dale of the last Rental ravment. "Purchase Price" shall be equal to the sum of (a) the Prepayment Option Price, as shown on Exhibit E to be the applicable price after the last prior Rental Payment is and has heen made, (h) accrued interest thereon, which shall be computed oya per diem calculation of the interest portion of the nex.t duc Rental Payment. divided by the number of days between such due date and the prior immediate due date. multiplied by the number of days elapsing between the two as of the date of payment. (c) any unpaid charges for or interest on late paymenl", and (d) any other amounts payable to Lessor hereunder as reimbursements or repayments for advances. ~Renlal Payments" me~I.l1S the ba..ic rental payments payable by Lessee pursuant to E'thibit E of this Agreement. "Vendor" means the manufacltlrer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE III I.EASE OF EQUIPMENT SectIon 301 Lease of Equipment. Lessor herchy demises. lea.c;es and lets to Lcssee, and Lessee rcnts, leases and hires from Lessor. the Equipment. in accordance with the provisions of this Agreement. to have and to hold for the Lease Tenn. ARTICLE IV LEASE TERM Section 4.01. Lease Tum. 'nlis Agreement shall be in effect and shall commence as of the Commencement Date and will rcmain in effect throughout the Lease Term. -rne Lease Term willlerminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the Equipment under Articles Xl or VI: (b) Lessor's election 10 terminate this Agreement upon a default under Article XIII: (c) the payment by Lessee of all sums required to he paid by Lessee hereunder: or (d) the occurrence of an Event of Nonappropriation in accordance with Article VI. Section 6.05. ARTICLE V ENJOYMENT OF EQUIPMENT Section 5.01. Ouiet Enioyment. Lessor hereby covenanl.. to provide Lessee during the Lease Tcrm with quiet use and enjoyment of the Equipment. Eono.!sc <- 94300 . ~C'ction-:5.02. Use of (be Equipment. Lessee will nol install. use, operate or maintain the Equipment improperly, c:uelessly. in violation of any applic."\ble.bw or in a manner contrary to that contemplated by this Agreement. . Section 5.03. Ri2bt or Inspection. During the Lea!;e Term. the Lessor and its officers. employees and agenl" shall have the right at all reasonable times during business hours to enter into and upon the property of the Lessee for the purpose of inspecting the Equipment. Section 5,04, Disclaimer oIWarranli... LESSOR MAKES NO WARRAN1Y NOR REPRESENTATION, EITIIER EXPRESSED OR IMPUED, ,\S TO TIlE VALUE, DESIGN. CONDI110N, MERCIlANTABILrIY OR FI1NESS FOR PARTICULAR PURPOSE OR FI1NESS FOR USE OF TIlE ,QUIPMENT. OR ANY OTIIER WARRANTY WITII RESPECTTIIERETO AND, AS TO TIm LESSOR. TIlE LESSEE LEASES TIlE EQUIPMENT "AS IS". In no event shall the Lessor be liable for any loss or damage, including incidenlal, indirect. special or consequential damage. in connection with or arising out of this Agreement or the existence, furnishing, functioning or the Lessee's use of any items or products or services provided for in this Agreement. Section 5.05. Vendors Warranties. Lessee may as...ert claims and rights that the Lessor may have against any Vendor of any portion of the Equipment. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Payments to Constitute a Current ExPense of usStt. Tl1e obligation of Lessee to pay Rental Payments hereunder is a current expense of Lessee and not a debt of Lessee in contravention of any applicable limitations or requirements. nor shall anything contained herein constitute a pledge of the g.eneral lax revenues. funds or monies of Lessee. Section 6.02. Intertst and Principal Components. A IX'rtion of each Rental Payment is paid as interest, and the balance of each Rental Payment is paid as principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Ternl. Section 6.03. Rental Payments to be UnconditionaL The obligations of Lessee to make Rental Payments. and to perform and observe the covenants and agreements contained herein. shall be absolute and unconditional in all evenlS. except as expressly provided under this Agreement, notwithstanding any dispute between Lessee and Lessor. any Vendor or any other person. Lessee shall not assert any right of set-off or counterclaim against its obligation to make payment<i under Ihis Agreement. Section 6.04. Continuation of 1.("3se Term bv Lessee. Lessee intcnds to do alllhings lawfully within its power to obtain and mainlain funds from which the Rental Payments may be made. Section 6.05. Nonllpproprialion. If (a) sufficient funds are not appropriated {or Rcntal Payments due in any fiscal year and (b) the Lessee shall have at such time no funds duly authorized for the Rental Payments or other amounts payable hereunder frolll other sources, an Event of Nonappropriation shall be deemed to have occurred. l1le Lessee shall promptly deliver notice thereof to Ihe Lessor. Upon the occurrence of an Event of Nonappropriation. the Lessee "grees thatlhe Lessor may reclaim possession of the Equipment. Lessce ngrees peacc:lbly to deliver the Equipment 10 Lessor a\ n reasonable location specifinl by Lessor. all at Lessee's expense. Section 6.06. Nonsubstitution. If an Event of Nonappropriation occurs the Lessee hereby agrees. to the extent permitted by law and subject In applicable public policy, not 10 purchase. lease or rent equipment performing functions similar to those performed by the Equipment [or a period of one year following the date of such event. ARTICLE VII TITLE TO EQUlPMENTt SECURIIT INTERFSr Scctlon 7 01 Title to tbe Eauipment. Duringthe term of this Agreement. title to the Equipment shall vest in Lessee. suhject to Lessor's rights upon an Event of Default or an Event of Nonappropriation. Section 7.02. Security IntertSL Lessee grants to Lessor a security interesl constituting a first lien on the Equipment and on all addilions. attachments. accessions and substitutions thereto. and on any proceeds therefrom. Section 7.03. Liens and Encumbranl%s to Title. Lessee shall promptly discharge any mechanic's or materialmen's liens placed on the Equipment by any agent. contractor or supplier of the Lessee. ARTICLE VIII MAINTENANCF~ MODIFICATION: TAXES: INSURANCE AND ()TIlER CIIARGES Section 8.01. Maintenance of EQuipment by Lessee. Lessee will. al Lessee's own cost and expense. maintain. preserve and keep the El:luipment in good repair. working order and condition. H requested by Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor. Section 8.02. Taxes.. Other Govemmenlal Cbare:es and Utility Cbare.es. In the event that the use, possession or acquisition of the Equipment is found 10 be subject to taxation in any form (except for income taxes of Lessor), government charges or utility charges and expenses, Lessee will ray all such taxes and charges as they come due. Section 8.03. Pro\'isioDS Re2DnliDJ!! Insurance. At its own expense Lessee shall cause ('.asually, public liability and property damage insurance to be carried and maintained (and evidenced by certificates delivered to Lessor throughout the Lease Term) in the amounts and for the coverages set forth on E'thibil g. provided that the amount of ca..ualty and properlY damage insurance shall nOI be less than the then applicable Purchase Price. All insurance proceeds fron! ca~ualty losse.s shall be payable as hereinafter provided in this t-\greemenl. Section 8.04. Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in good repair and operating condition. Lessor may (but shall be under no obligation) to purchase the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necesSM)' and provide for payment thereof; and all amounts so advanced therefor by Lessor shall be repaid to Lessor. together with interest thereon at the rate specified hereafter. Section 8.05. Modifications. Without the prior written cOllsent of the Lessor, the Lessee shall not make any material alterations. modifications or attachments to the Equipment. ARTICLE IX DAMAGF_ DES1RUCTION AND CONDEMNA11ONt USE OF NET PROCEEDS Section 9.01. DamQ.e. Destruction and Condemnation. If (a) the Equipment or any portion thereof is destroyed (in whole or in parI) or is damaged ,y fire or other casualty or (b) title to, or the temporary use of the Equipment or any part thereof is taken under the exercise of the power of eminent domain. Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied either to the prompt repair, restoration, modific.'llion or replacemenl of the Equipment or, at Lessee's option. to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining after such work or purchase has heen completed ~hall be paid to Lessee. EQDO.lse 5- Qo~pu~JI g. Artid~ VitI. Section 8.03. :lOd this Article IX, the term "Net Pr~eds~ shall mean the amount remaining from the gros's procced~ of any insurance claim or condemnation award after deducting all expenses (including anorney's fees) incurred in the collection of such claims or award. ~ction 9.02. Insumcl~ncv or Net Proc:reds. 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 the Net Proceeds in excess of the then applicable Purchase Price. if any. may be retained by Lessee. ARTICLE X TAX COVENANT Section 10.01. Tax Covenant. 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 income taxation. Lessee covenants that it will take any and all reasonable action necessary to maintain the exemption from federal income taxation of the interest portion 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 income taxation 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 operation of all or any portion of the Equipment if entering into such lease or contract would have such effect. ARTICLE XI OPTION TO PURCHASE Section 11.01. Purchase Ri2bts. Lessee shall be entitled to purchase the Equipment: (a) upon payment in full of all Rental Paymenl<; in accordance with Exhibit E hereof and all other amounts due hereunder; or (b) upon written 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. INDEMNlFlCATION. MORTGAGING ANIl SELLING Section 12.01. Assil!nment or Sale by Lessor. (a) This Agreemenl, and the obligations of Les~ee 10 make payments hereunder, may he sold, assigned or otherwise disposed of in whole or in part to one or more succe~sors. grantors, holders, assignees or subas!'iignees by Lessor. Upon any sale, disposition, assignment 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 complete and accurate register of all such assignments in form necessary to comply with Section 149(a) of the Code. (b) Lessee agrees 10 make all payments to the assignee designated in the assignment. notwithstanding any claim. defense, setoff or counterclaim whatsoever (except arising from Lessor's breach of this Agreement) that Lessee may from time to time have against Lessor or Vendor. Lessee agree" to execute all documents. induding notices of assignment and chattel mortgages or financing statements. which may be reasonably requested by Lessor or as.~ignee to protect its interests in the Equipment and in this Agreement. (c) Lessee hereby agrees that Lessor may sell or offer to sell this Agreement (i) through a certificate of participation program, whereby two or lUore .nterests are created in the Agreement. the Equipment or the Rental Payments; or (ii) with other "imilar ins1l1Jments, agreemenl<; and obligations through a pool. trust, limited partnership, or other entity. Section 12.02. No Sale. Assi2Dment or Subleasin2 bv Lessee. 'Illis Agreement and the interest of Lessee in the Equipment JJlay not be sold, assigned or encumbered by Lessee without the prior written consent of Lessor. Section 12.03. Release and Indemnification Covenants. To the extent permilted by the laws and Constitution of the State. Lessee shall protect, hold harmless and indemnify Lessor from and against any and allliabiliry, obligations. losses. claims and damages whatsoever, regardless of cause thereof except those resulting from Lessor's intentional or negligent acts or omissions, and cxpen!'ies in connection therewith. including, without limitation, counsel fees and expenses. penalties and intere$t arising out of or as the result of the entering into of this Agreement, the owner.;;hip of any item of the Equipment, the ordering, acquisition. use. operation. condition, purch3$e. delivery. rejection, storage or return of any ilem of the Equipment or any accident in connection with the operation, lIse. condition, possession. storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person. 'Il,e indemnification arising undcr this paragraph shall survive the termination of this Agreement. ARTICLE Xlii EVENTS OF DEFAULT AND REMEDIES Section 13.0t. Events or Default. 'Ine following constitute "Events of Default" under this Agreement: (a) [ailure by the Lessee to pay any Rental Payment or other payment required to he paid hereunder when due; or (b) failure by the Lessee to maintain insurance on the Equipment in accordance with Article VIII Section 8.03 hereof; or (c) failure by the Lessee to observe and perform any other covenant. condition or agreement on its part to be observed or performed for a period of 30 days after writlen notice is given to the Lessee by the Lc$sor. specifying such failure and requesting that it be remedied; provided, however. that if the failure stated in such notice cannot he corrected within such 30-day period, the Lessor will not unreasonably withhold its consent to an extensioll of sllch lime if corrective aaion is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected: or (d) initiation by the Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laM concerning its indebtedness. lne foregoing provisions of this Section are subject to the provisions of Article VI. Section 6.05. hereof. Section 13.02. Remfliie!l On DtCaulL Whenever any Event of Default shall have occurred and be continuing, the Lessor shall have the right. at its sole option without any further demand or notice. to take anyone or any combination of the following remedial steps: (a) Terminate this Agreement and retake pos.<;ession of the Equipment wherever situated. and sell or lease. sublease or make other disposition of the Equipmenl for use over a term in a commercially reasonable manner. all for the aa::ount of Lessor; provided that Lessee shall remain directly liable for the mount actually appropriated for the purchase or rental of the Equipment and unpaid by Lessee during the current fiscal year. Lessor shall apply the sale proceeds in the following manner: fIRS11.. Y. 10 pay all proper and reasonable costs and expen~es associated with the recovery, repair. storage and sale of the Equipment. including reasonable attorneys' fees and expenses; SECONDLY. to pay the Lessor (i) the amount of all unpaid Rental Payments. if any. which are then due and owing, together with interest and late EQBQ.lse 5- 3 94 300 . charges thereon. (ii) the then applicable Purcha.'ie Price (taking into accounllhe payment of past due Renlal Payments as aforesaid), plus a pro rata alloc.."ltio'n of inlereS{~ at I,he r~le utilized to establish the interest component for the Rental Payment next due. from the next preceding due date of a Rental Payment unlil t',le dale or payment by the buyer. and (iii) any other amounts due hereunder: llIIRDLY. (0 pay the remainder of the sale proceeds. purchase moneys or other amounts paid by a buyer of the Equipment, 10 the Lessee. (b) proceed by appropriate court action to enforce performance by the Lessee of the applicable covenants of this Agreement or to recover for the 'reach thereof; or (c) Use or retake such portion 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. Rdum of EQuipment. Upon an Event of Default. Lessee agrees to allow Lessor to recover the Equipment at Lessee's sole cost and expense, in accordance with Article VI, Section 6.0~. Section 13.04. No Remedv Exclusive. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafler existing at law or in equity. Section 13.05. Late Chane: loten-51 on 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 $100.00. Any unpaid Rental Payment or other amount payable by Lessee to the Lessor hereunder, shall bear interest at the lesser of (a) the rate payable on the principal JXlrtion of the Purchase Price. plus five full percentage points per annum, or (b) the maximum rate allowed hy law. Seclion 13.06. Force Maieu~. If by reason of force maieure Lessee is unable in whole or in part to carry out its ag.reement 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 inahility. The term "force majeure" as used herein shall mean, without limitation. the following: acts of God. strikes, lockouts or other industrial disturhanccs; act of puhlic 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 authority; insurrections; riots; landslides: earthquakes; fires; storms; droughts; Ooods: or explosions. ARTICLE XIV MISCELLANEOUS Section 14,01. Noticn. All notices. certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered l11:\il. post:\ge prepaid, to the parties at the :\ddresses set forth on the first page hereof. Section 14.02. BindiD2 Effect. This Agreement shall inure to the benefit of and shall be hinding upon Lessor and Lessee and their respective successors and as..<;igns. Seclion 14.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction. sllch holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04. Amendments. All amendments hereto must be in writing. Section 14,05. Execulion in Counterparts. This Agreement may be executed in several counterparts. Section 14.06. ApDUcable Law. 'nlis Agreement shall be governed by and construed in accordance with the laws of the State. ARTICLE XV DEFEASANCE Section 15.01. Defeasance. The Lessee's obligation 10 pay the Purchase Price will be deemed to be paid and the Lessee's ohligations under this Ag.reement will be discharged and satisfied upon Ihe deposit by the Lessee with the Lessor of (a) moneys sufficient to pay the Purchase Price or (b) obligations which are directly insured or guarantecd by the United States or, with the prior written consent of the Lessor, any other obligations in which any sinking fund for hands issued by the Lessee may legally ne invested. the principal of and interest all which when due will provide sufficient moneys for such payment. IN WITNESS WHEREOF. Lessor has e:'l:ecutcd this Agreement ill its corporate name, altcsted by its duly authorized of[icers. and Lessee has c::ltlsed this Agreement 10 he e:'l:ccllted in its corporate name. attested by its duly authorized o((iccrs. All of the above occurred as of the date first written on Ihe heading. hereof. l3y: 1~ ~..~:tJ :~o'~_a Iille:~ if) ~~ ->, ^"est 'Title: Attest: LESSEE, ;- By' ~& By' ~~~<t1~ ;~:;t:,(,Ir ~/1dl"<;;l!./f .I1Jr.vf Title: Title: EQUQ.lse ;- , .'11'; .... ',. ~ 94 :HtO EXHIBIT B i:t OPINION OF LESSEE'S COUNSEL (Please Curnish in this Corm on Attorney's LeHerhead) Lessee: Date oC Agreement: j- 8- Gentlemen: As counsel Cor 5 - (Lessee"), I have examined duly executed originals of the Municipal Lease and Option Agreement67 - (the" Agreement") dated 8 -. between Lessee and 2 - (Lessor"), and based upon the examination and upon such other examination as I have deemed necessary or appropriate. I am of the opinion that I. Lessee is a public body corporate and politic. legally existing under the laws of the State of 9-. 2. The Agreement has heen duly authorized, executed and delivered hy Le~~ee. pursuant to constitutional, statutory and/or home rule prov;~ion which authori1.es this transaction ;'Ind the Resolution. attached as Exhibit ^ to the Agreement. 3. Tl1e Agreement is a legal, valid and binding obligation of Lessee. enforceable in accordance with its terms. In the even! the Lessor ot'1tains a judgement against Lessee in money or damages, as a result of an event of default under the Agreement, Lessee will be obligated to pay such judgement. 4. Applial.ble public bidding requirement~ have been complied with. 'i fo the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the validity of the resolution or the Agreement. 6. Tl1e signatures of the officers of Les~ee which appear on the Agreement are true and genuine; ( know said officers and know them to hold the offices set Corth below their names EQBQJse j- ., r J \,.1 C 94 300 .I>":~'~>'; EXHIBIT C CERTIFICATE OF LESSEE TIlE UNDERSIGNED, duly authorized representative of the named Lessee under that certain Municipal Lease and Option Agreement daled 8- with 2 - as Lessor (the. Agreement") hereby certifies as follows and in accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement: A. INCUMBENCY OF OFFICERS AND SIGNAl1JRES: I hold the position noted under my signature, and I have all authority necessary to execute and deliver this Certificate. The following of(icers of the Lessee are duly elected or appointed, and the signatures opposite their names are true and correct. and where required. have been filed with the appropriate officials of the State: Name Name 'Title: litle: Il ESSENllAL USE, 1. lllC Equipment will be used by the following governmental agency department for the specific purpose of: 2. The Equipment is essential for the functioning of the Lessee and is immediately needed by the Lessee. Such need is neither 'mporary nor expected to diminish during the Lease Term. The Equipment is expected to be used by the Lessee for a period in excess of the Lease Term. 3. funds are expected to come from the Fund of the Lessee. 1. Lessee (a) maintains a register or list of Exempt Government Obligations. (b) files when required Form 8038G or Form 8038GC. and (c) therefore can certify that the total Exempt Government Obligations issued to date in the current calendar year. including the Agreement. is less than SIO.CXXUXXJ. C. SECTION 265(b)(3) MATffiRS, lllis CeTlilicate is ba..ed upon facts. circumstances. estimates and expectations of the Lessee as of the dale on which the Agreement was executed. and to the best of my knowledg,e and belief. as of this date. such facts. circumstances and estimates are true and correct and such expectations are reasonable. IN WITNESS WHEREOF. I have executed and delivered this certificate as of the _day of , 1994, wrrnESS, Name: Name: 1itle: 1itle: EOBQ.lse 5- 1-- 94 300 ,QUlPMENT, 10- EQUIPMENT LQCAIlQN, By, 1ille: Dale: " . ~ .... , ....~.. EXHIBIT D DESCRIPTION OF THE EQUIPMENT ~- EQDO,I5< 94 300 EXHIBIT F ACCEPTANCE CERTIFICATE To Lessor: 2 - r 4- In accordance with the terms of the Municipal Lease and Option Agreement dated 8 - (the "Lease~) between 2 - CLessor"). and the undersigned CLessee"), Lessee hereby certifies and represents to, and agrees with. lessor as follows: 1. The Equipmenl. as such term is defined in the Lease. has been delivered and installed at the Equipment Location specified in Exhibit D - Description of the Equipment to the Lease and accepted on the dale indicated below. 2. L,essee has conducted such inspection and/or testing of the Equipment as il deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. 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 all Event of Default. has occurred and is continuing. at the date hercnf. Lessee: 5 - By' itle: Dale: EQBQ.lse 5- } 94-300 EXHIBIT G INSURANCE COVERAGE REQUIREMENTS TO, 2- r 4- FROM, 5- 6- r SUllJECT, 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) to i5sue: :\. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming 2 - as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidence by a Cerlificate of Insurance naming 2 - and/or its assigns as an Additional Insured. Minimum Coverage Required: 5500,000.00 per person $500.000.00 aggregate bodily injury liability 5100.000.00 property damage liability OR 2. Pursuant to Article VIII. Section 8.03 of the Agreement. we are self-insured for all risk, physical damage, and public liabilily and will provide proof of such self-insurance in letter form together with a copy of the stature authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time that the equipment is delivered to us. By: Dated: EQBQ,lse 5-