HomeMy WebLinkAbout28-Purchasing
CITY OF SAN BERN()RDINO - REQUEST OR COUNCIL ACTION
From: DEAN R. MEECH, PURCHASING AtUt&.~.MIM.-lict:
Oept: PURCHASING 1989 fE828 AM \l): 12
Date: JANUARY 10, 1988
LEASE PURCHASE LP9002
(2 FRONT LOADER REFUSE - F-89-17
2 ROLL-OFF TRUCKS - F-89-18) ~
Synopsis of Previous Council action:
2-20-89
Resolution No. 89-49 awarding a contract to Inland Empire
White GMC for the furnishing and delivery of two (2) front
loader refuse trucks.
Resolution No. 89-50 awarding a contract to Inland Empire
White GMC for the furnishing and delivery of two (2) roll-off
trucks.
../'
Recommended motion:
Adopt Resolution
Dean R. Meech
,
Contlet penon:
Dean R. Meech. Purchasina Aaent
Phone:
~R4-t;nAI\
Supporting dele Itteched:
Yes
Ward:
NfA
FUNDING REQUIREMENTS:
Amount: $455,618.30 (5 Year Lease Purchase)
Source: (ACCT. NO.) See Specified Bid
(ACCT. DESCRIP.TION)
Flnlnce:
(~Jj~
Council Notes:
Agenda Item NO.<:#- Sf .
:'-w~ --
1
CITY OF SAN BER'-DINO - REQUEST R.R COUNCIL. ACTION
STAFF REPORT
LP9002
The proposed Council Action is for a five (5) year lease. purchase transaction
covering several combined purchases of equipment by the City. They are...
Bid F-89-17, two (2) 1988 front loader refuse trucks, 35 cubic yard
capacity. The amount to finance is $210,717.40. The vendor is Inland
Empire White GMt. The delivery is 75 days A.R.O.
Bid F-89-18, two (2) roll off trucks, 20 to 40 cubic yard capacity. The
amount to finance to $165,826.64. The vendor is Inland Empire White
&MC. The delivery is 75 days A.R.O.
The following is a summary of financing quotes received for the selection of a
vendor to arrange the lease purchase transaction.
* * * (SEE ATTACHED * * *
Lease purchase quotations (LP9002) were sol i ci ted from 32 vendors suppl i ng
financing. Twelve (12) vendors responded.
The vendor, Security Pacific Leasing Corp., in their quotation, offers a total
payout of $455,618.30 at 7.75% interest. At takedown of equipment the interest
rate will be fixed for the duration of the contract. It is therefore
recommended that the quotation offered be considered by Council for
finalization by the City Attorney's Office of all documents necessary to
implement and effect a five (5) year lease purchase transaction for the
aforementioned project.
7~_O?li.4
;. ..
,~,i'> '
I, ,,'
.,.~! "
"
lilL
~,,~ ~'"
.';-"~'
,tj
,-
'",
,:'
i~ ~
,
~\~, 'I
.
r,'li, '~
r:;~~
:' ,',
,"'I
,"
."
I\i"
"i'
~Ii,:l
:,1 ~,'
,
I:
I
I
,
I
I
I
~ r
."
/.11.
'.
,"
,,! ~
"
",.
'j,.
"
"'
.0
o
I'" ... ...
'" ... ., '" ~ '" .... '" '" ... '" N ...
n .., ~ ." n n .., '" n V> " '" ."
:z: ... ... ... ... ;; ,., >- ,., c: ,., ~
.. V> ~ ... ... ... Z ." n Z Z
-c ~ z ... ... ~ ,., ... c: ... ,., ...
V> ,., ~ :;! .. n ~ ..,
.... .... n -c n n ... ... ...
,., .. ., ., n .... .... ... ." .... n
.. .., ,., '" ;g .. ., -c >-
c: ., i ." Z ,., .... .... ,., n
~ z ... ... .... ,., ." .... .,
Cl ... ,., Z Z Z ,., >- ~ .... ,., ..
... V> Cl ., ~ V> ,., n ."
... Z n ~ ~ ,., ... ... >- ...
... '" ., n z ... z .., V> ..
>- .. .. :z: :z: ... .. '" ... ... ... n
.... n ." ,., >- n n z n >-
? ., ~ ~ .... n '" ."
... .., ., .... n ...
... ,., ,., .... .... Z ~ ~ >- ...
... .. .. ,., ,., V> ." >-
Z n ... ... >- ,., c: V> V> ... ....
!"' ., ~ n V> ... !::; ... g ...
.. >- ... Z >- ...
." Z V> '" .... Z
'" -< n
.,
-<
!D '" '" '" !D .... .... .... ,.,
'" Co ;" '" .. ...
... ... x x '" '" x x x ...
... '" '" '" '" '" ...
.... .,
"
c:
z
, e
'" !D .... '" :-' :-' :-' ,.,
.. ...
x x '" x ... x x '" N X '" '" '" ...
... '" '" '" '" '" ...
'" .,
'" "
.
.,
-<
!D !D '" '" !D .... .... .... ,.,
Co ;" '" .. ...
... ... '" x x ... .... x x X N
... ... ... '" '" '" ...
'" .,
, "
, c:
z
'" !D .... '" .... .... .... e
Co :... c.. '" ~ ...
x x '" x ... x X N X N
'" '" '" ... '" '" ...
'"
'" .,
"
!D !D !D '" !D !D .... x( 7'" ....
Co '" >-
... ... '" g X N '" ~ x x ~ ....
... '" '" '" '" ....
...
c:
z
'" '" '" .... '" .... .... .... ~
x '" ., ., Co x c.. c.. '" >-
x x X N ....
., ... '" '" ... '" '" :; ....
'"
'"
"
I .
,
- .., '" ~
'" ... '" '" ......... ; .,
N N '" I N ~( '" N
I I I I I I '" I I I g I S
'" ... '" '" ... ... I '" '" ... '" ~
I '" ... I I I '" I ., '" ... -c I
el I I '" '" '" '" '" I I N V> '" ,.,
'" '" '" '" '" '" f..LI '" I '"
'" '" '" N
N =
I
'"
'"
...
R
...
...
..
g
Ii
..
o
....
."
'"
g
'"
'"
..
e
v>'
c:
"
"
>-
..
-c
'"
:z:
,.,
,.,
...
''''
I"
10
Ie
,...
I""
I'"
-
-
~4
/0
CITY OF
.Ja I:ll.
ill
,0
San l)ernardino
,
PURCHASING' 8rORES DIYIIION
DEAN R. MEECH
PURCHAIING AGENT
Dear Sir:
Quote LP #90002
December 8, 1988
Please furnish on this form a Lease Purchase Quotation per the following
particulars.
Project to Finance:
1. Two (2) 1988 Front Loader Refuse Trucks, 35 Cubic Yard Capacity.
Amount to finance: $210,717.40
Vendor: Inland Empire White GMC
Delivery: 75 Days ARO
(714) 681-6600 Bid: F-89-17
2. Two (2) 1988 Roll Off Trucks, 20 to 40 Cubic Yard Capacity
Amount'to finance: $165,826.64
Vendor: Inland Empire White GMC
Amount to finance: $376,544.04
Thank you for your quick response.
.
Delivery: 75 Days ARO
(714) 681-6600 Bid: F-89-18
Bid: F-89-17 & F-89-18
Sincerely,
9
, PRIDE ~
'll'~ PROGRESS
;. . ..it
250 WEST CLUSTER STREFT SAN BERNARDINO
..
r
-
-
..L. IJtk.
cO
cO
.
. Please quote each separately and all together.
1. 5 Year lease... .Effective Annual Percentage Rate % 7 7.';~
Semi-Annual in Arrears Payment...................$ 25,496.81
Total Payout....... ..............................$ 254,968.10
Rate Good Until.............................. ..... *c:".."-t--t-,,...h..rl' commitment
2. 5 Year lease.. ..Effective Annual Percentage Rate % 7.25%
Semi-Annual in Arrears Payment...................$ 20,065.02
Total Payout.......................................................................$ 200,650.. 20
Rate Good Until................................... *see attached commitment
3. 5 Year lease....Effective Annual Percentage Rate. %
Semi-Annual in Arrears Payment.......:...... '~'I.~;~rft-r'
::' Gj!1i~;W::: ffi.\:~ ~ ~:g:~:~ ~~:
All :
5 Year lease....Effective Annual Percentage Rate %
Semi-Annual in Arrears Payment...................$
7 7.<;~
At;;,t;;6J R3
Total Payout........................................................................$
4<;<; /,;lR ,n
.
Rate Good Until.................................... fcc:~~ ~1"+~,.h~:u-1 commitment
1!'tf'JI
*This proposal is subject to the terms and conditions of the
attached commitment letter dated September 8, 1988.
.
:0
o
CONDITIONS
L Down payment or balloon payments are not acceptable.
2. Use of reserve amount or buy down account not acceptable.
3. The City of San Bernardino will not allow private placement to public
market of any lease obligation.
4. Quote accordingly.
Indicate under 10 million tax exempt debt rate
or
over 10 million t~x exempt debt rate
o
@
This quote required by
1-6-88
(Date)
Security Pacific Capital Leasing Corporation
(Company)
Robert Humber
(Contact)
~~Sj'"
1-714 - 641- 3235
(Phone)
Iz./z3/!-8
(Date')
.
-
1
~
-
. -.
o
o
: ;(Y OF SAN BERNARDINO
t : ~;Cl/ASING DEPARTMENT
, 'A" 2
.....J ""n 0 PM 2: 02
n;-,..~-., '_
f\ .:. I.. c. i v c. D
SECURITY PACIFIC CAPITAL
LEASING CORPORATION
..
exECUTIVE OFFtCES: FOUR EMBARCADERO CENTER, SUITE 1200 . SAN FRANCIsco. C'A 94111 . PO. BOX n22 (94120) . (415) 765-7300
.ilV
dqv
January 18, 1989
CITY OF SAN BERNARDINO, CALIFORNIA
250 West Cluster Street
San Bernardino, California 92408
Attention: Mr. Dean Meech
Purchasing Agent
Gentlemen:
We are pleased to inform you that, pursuant to your request, we
are agreeable to entering into a leasing transaction with you in
accordance with the terms of the Master Lease and other
documentation enclosed herewith and upon the following additional
terms and conditions. The capitalized terms used herein have the
same meanings as set forth in the Master Lease.
Lessor:
SECURITY PACIFIC CAPITAL LEASING
CORPORATION
Lessee:
CITY OF SAN BERNARDINO, CALIFORNIA
Four (4) New Compactor Trash.Trucks
Lessor reserves the right to approve
any and all items of Equipment prior
to any scheduling under this leasing
line.
Estimated at: $377,000.00
Eauicment:
Cost of Eauicment:
Lessor has approved the leasing line
hereunder for the full estimated
cost. However, in the event of cost
overruns, Lessor reserves the right
to exclude undelivered and unaccepted
items of Equipment in order to stay
within the estimated Cost, or to
include such items and to adjust
the Rentals and rental rates on
this overrun.
,~,
. . .
d
t->~
~.
SECURITY
PACIFIC
CAPITAL
LEASING CORP.
o
o
2
Deliverv and Takedown:
Eauinment Location:
Interest Rate:
By May 31, 1989
San Bernardino, California
Five (5) Years
The Lease Term for each item of
Equipment will commence on and as
of the date of acceptance of said
Equipment by the Lessee.
Seven and 25/100 percent (7.25%)
Lessee will be required to make ten
(10) equal consecutive semi-annual
payments, each in arrears, at $121.00
per $1,000 of Equipment Cost. Should
the proposed leased Equipment not
be accepted by Lessee and the Lease
Schedule not executed prior to the
Expiration Date, referred to below,
Lessor reserves the right to extend
its commitment with respect to any
portion of this transaction beyond
the Expiration Date and/or to adjust
the rentals.
Term of Lease:
Rentals:
Rental Adiustment:
The lease rate and Rental factors
will be adjusted at the time of
scheduling to reflect changes in a
cost of money index comprised of
Security Pacific National Bank's
Prime Rate and the Federal Reserve's
five year Treasury Constant Maturities
Rate. The adjustment will be made
according to a ratio of 70 basis
point change in lease rate for every
100 basis point change to the cost
of money index. Example: a 100
basis point increase or decrease in
the money index will result in a 70
basis point increase or decrease in
the base lease rate. The benchmark
rate for said index will be set at
9.34%.
This index will be compared to the
applicable figures at the time of
preparation of a Lease Schedule to
determine what adjustment, in any,
will be made in the lease rate.
. . .
. ..
t ~
iIIjiijI.
SECURITY
PACIFIC
CAPITAL
LEASING CORP.
o
o
3
ProDertv Taxes:
Lessor intends to report for assess-
ments all property located in
California. Lessee shall reimburse
Lessor (or upon Lessor's request,
pay directly,) such California
property taxes, including (except
where caused solely by Lessor's
acts or omissions) any penalties,
interest and costs of Lessor
associated. therewith.
Purchase QDtion:
Insurance:
At the expiration of the five (5)
year lease term, Lessee shall have
the option to purchase all of Lessor's
right, title and interest in and to
the Equipment for one dollar ($1. 00) .
Notwithstanding the lanquage in
Paragraph 14 of the Master Lease,
so long as Lessee is not in default
under the terms and conditions of
said Lease, Lessee will have the
right to self-insure for public
liability and property damage, and
risk of loss coverages 9n all
Equipment leased pursuant to this
commitment.
Financina statements:
Lease Schedules:
Appropriate Financing Statement(s)
will be required.
A $10,000 minimum Equipment Cost
requirement will apply on all lease
scheduling under this commitment.
. Should Lessee request scheduling
for amounts between $5,000 and
$10,000, a $150.00 scheduling fee
will be due and payable upon execution
of the Lease Schedule.
Financial Statements:
Lessee's audited annual financial
statements, including Fund Balances,
are to be mailed to Lessor within
120 days from Lessee's fiscal year
end as well as such other information
as the Lessor may from time to time
reasonably request, and Lessor (and
its affiliates and their
representative agents, employees,
officers and directors) are hereby
irrevocably authorized to interchange
"""'f ~
L1
. .'
. ... .
o
I!!!!!!!!
!Ii
~.
SECURITY
PACIFIC
CAPITAL
LEASING CORP.
Financial statements:
(Continued)
Tax status
ReDresentation:
Filina Reauirements:
ODinion of Counsel:
-
th.
.L
'1
o
4
and utilize all credit information
files and facilities in possession
of Security Pacific Corporation,
Security Pacific National Bank and
their respective subsidiaries and
affiliates and others as may be
necessary or desirable for the
analysis, processing, review and
collection of any transactions with
Lessee.
It is hereby required that Lessee
supply Lessor with their June 30,
1987 and June 30, 1988 fiscal year
end financial statements prior to
any funding under this transaction.
Lessee represents that it is qualified
as a "political subdivision" within
the meaning of subsections (a) and
(c) to Section 103 of the Internal
Revenue Code of 1986 ("Code") and
that this transaction will constitute
an obligation of the Lessee within
the meaning of said subsections.
Lessee agrees to cooperate with
Lessor in providing evidence as
deemed necessary or desirable by
Lessor to substantiate such tax
status.
Lessee further represents that it
shall comply with the filing
requirements set forth in Section
149(e) of the Code with respect to
this transaction and will provide
Lessor with a copy of the filing
when made. Copy of the filing is
to be received by Lessor by no later
than the fifteenth day of the second
calendar month following the calendar
quarter of funding. Should Lessee
fail to make the filing in the manner
or within the time required, Lessee
shall indemnify Lessor for any
resulting loss of Federal income
tax exemption to the interest portion
of the rental payment.
Lessee shall provide Lessor with an
opinion from Lessee's counsel stating
that the Master Lease of Personal
. .
- .
~'S;
&I.
SECURITY
PACIFIC
CAPITAL
LEASING CORP.
o
o
5
ODinion of Counsel:
(Continued)
Property and other documents required
of the Lessee hereunder have been
duly authorized, executed and
delivered by Lessee and that such
documents are valid and binding
obligations of the Lessee in
accordance with their respective
terms. In addition, the opinion
shall confirm the true and exact
name of Lessee.
Such opinion shall also affirm that
the Lessee qualifies as a "political
subdivision" within the meaning of
subsections (a) and (c) to Section
103 of the Code and that this
transaction will constitute an
obligation of the Lessee within the
meaning of said subsections.
Said opinion shall be delivered to
Lessor prior to the commencement of
said Lease and must be acceptable
to Lessor's counsel.
Reaistration and
Titlina Instructions:
Lessee hereby warrants that this
transaction does not violate any
terms or conditions of any material
credit agreement or any other
agreements or instrument to which
Lessee is a party.
All motor vehicles leased under
this leasing commitment in the State
of California are to be registered
and titled as follows:
Lessee ReDresentation:
Registration:
SECURITY PACIFIC CAPITAL LEASING
CORPORATION, Lessor
CITY OF SAN BERNARDINO, Lessee
250 West Cluster Street
San Bernardino, California 92408
Lienholder/owner:
SECURITY PACIFIC CAPITAL LEASING
CORPORATION, Lessor
Post Office Box 7722
San Francisco, California 94120
.
. .
t ;
II.
SECURITY
PACIFIC
CAPITAL
LEASING CORP.
o
o
6
It is hereby agreed that Lessee
shall be responsible for the correct
titling of all motor vehicles leased
under this leasing commitment. All.
costs associated with the registration
and licensing of the vehicles will
be for the account of the Lessee.
Reaistration and
Titlina Instructions:
(Continued)
Commitment Fee:
Documentation:
As lienholder of the Vehicles,
Security Pacific will require the
original Certificates of Title for
retention in our files throughout
the duration of the leasing term.
A $7,540.00 Commitment Fee is hereby
required upon execution of this
Commitment Letter. This fee is
based upon the estimated total Cost
of Equipment to be leased hereunder
and will be applied to the first
rental payment(s) on a pro rata
basis as Equipment is leased. If
the lease line is not utilized,
fully or in part, any portion of the
Commitment Fee not applied to rentals
will be retained by Lessor in
consideration of its work and
commitment hereunder.
The following additional documents
are necessary to this transaction:
a) Master Lease of Personal
Property
(original and one copy)
b) Leasing Resolution
(original and one copy)
c) Information Form (one copy)
d) Commitment Fee Billing Invoice
(original and one copy)
e) Opinion of Counsel
f) Copy of section 149(e) filing
g) Certificates of Title
h) Financial Statements
Please execute items a through c
above and return them to Lessor,
along with items d through h, as
soon as possible. Upon Lessor's
acceptance, copies will be returned
for Lessee's files.
-
.J
Il
-
. , ,
t ~
iliIiiiiiI'"
SECURITY
PACIFIC
CAPITAL
LEASING CORP,
o
o
7
When Lessee is ready for Lessor to order the Equipment, please
advise Lessor and include the following necessary information:
1. A complete description of the Equipment, including model
number, serial number, etc.
2. The cost, including a detailed breakdown of the unit cost
of each individual item, installation and delivery costs,
and all taxes.
3. The name, address, and phone number of the supplier.
4. Shipping and delivery instructions.
5. Any other relevant instructions.
After Lessor has prepared its purchase order, Lessor will forward
it to Lessee for review and execution. Upon receipt of the approved
purchase order, Lessor will forward the original (supplier's copy)
to the supplier.
When properly invoiced, Lessor will prepare a Lease Schedule which
will be forwarded to Lessee for execution. .
Upon return of the properly executed documents, Lessor will then
be in a position to make payments to the supplier(s).
The form, substance and enforceability of all instruments required
by Lessor in completing the transaction proposed in this Commitment
Letter must be satisfactory to Lessor's legal counsel. Lessee
agrees to give Lessor such evidence of compliance with the
conditions of the Commitment Letter as such legal counsel may
require. Expenses incurred for or attributable to any significant
amount of lease negotiation, tailoring, or redrafting shall be for
the account of the Lessee.
Exoiration Date of
This Commitment:
Lessor's obligation to acquire and
fund Equipment hereunder, terminates
and expires on May 31, 19~9.'.
If the Equipment has not been delivered at the above described
Location and accepted by Lessee on Lessor's forms prior to the
above Expiration Date, or there is, prior to said Expiration Date,
in Lessor's opinion, an adverse change in Lessee's financial
condition since the date shown on the latest financial statement(s)
which Lessee has furnished Lessor, then, at Lessor's option, Lessor
may terminate its obligations under this Commitment Letter as to
any Equipment which has not theretofore been accepted by Lessee
on Lessor's forms.
This will be a non-cancelable net lease transaction whereby
maintenance, insurance, full indemnification, property taxes,
documentation costs and all items of a similar nature will be for
Lessee's account.
..
~~ 11
~,.
SECURITY
PACIFIC
CAPITAL
LEASING CORP,
o
o
8
It is understood that Lessor's obligations are contained only in
this Commitment Letter and any amendment to it in writing, signed
by Lessor's authorized officer. The provisions hereof supersede
all prior and contemporaneous discussions, lease applications,
proposals, and the Commitment Letter dated as of September 8,
1988 with respect to the transaction described herein.
If Lessee agrees to enter into the leasing transaction and obtain
Lessor's firm commitment on the terms set forth in this Letter
and in the Master Lease, Lessee must indicate Lesseels acceptance
by executing and delivering to Lessor, at Lessor's office in San
Francisco, California, the enclosed copy of this Letter within
ten (10) days from the date of this letter.
Please be assured of our desire to give you the best and most
efficient leasing service.
Very truly yours,
By
Title,
Y PACIFIC CAPITAL LEASING CORPORATION
r
ACCEPTANCE:
Lessee hereby agrees to enter into the leasing transaction described
herein on the terms and conditions and with the agreements and
covenants as set forth herein and agrees that this Commitment
Letter shall constitute part of the Master Lease.
CITY OF SAN BERNARDINO, CALIFORNIA
Date
By
Title
By
Title
cc: Robert Humber/SPLC
L:..
1
~
u
J
T
o
o
1 RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A FIVE (5) YEAR LEASE
PURCHASE AGREEMENT TO SECURITY PACIFIC LEASING CORPORATION FOR THE FINANCING
3 OF TWO (2) 1988 FRONT LOADER REFUSE VEHICLES, 35 CUBIC YARD CAPACITY AND TWO
(2) 1988 ROLL-OFF TRUCKS, 20 TO 40 CUBIC YARD CAPACITY IN ACCORDANCE WITH
4 LEASE PURCHASE QUOTATION LP9002.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AS FOLLOWS:
6
7 SECTION 1. That Security Pacific Leasing Corp. is the lowest. and best
8 responsible bidder for the financing of two (2) 1988 front loader refuse
9 vehicles, 35 cubic yard capacity and two (2) 1988 roll-off trucks, 20 to 40
10 cubic yard capacity in accordance with Lease Purchase Quotation LP9002 for
11 the total amount of $455,618.30; pursuant to this determination, the City
12 Attorney is hereby authorized and directed to prepare the necessary lease
13 purchase transaction documents for said financing of two (2) 1988 front
14 loader refuse vehicles, 35 cubic yard capacity and two (2) 1988 roll-off
15 truck, 20 to 40 cubic yard capaciyt to said lowest and best responsible bidder
16 Security Pacific Leasing Corp.; such award shall only be effective upon the
17 issuance of an agreement by the Mayor of the City of San Bernardino; and all
18 other quotations therefor are hereby rejected.
19 SECTION 2. No other transaction shall be initiated under the Master
20 Lease contained in this agreement without the prior approval of the Mayor and
21 Corrmon Counci 1.
22 SECTION 3. The Purchasing Agent, the Director of Finance, the City
23 Attorney and the Mayor are hereby authorized to execute such documents as are
24 necessary for the administration of this transaction.
25 / / / /
26 / / / /
27 / / / /
28 I / / / /
01-09-89
/ / / /
/ / / /
/ / / /
/ / / /
-1-
.
10
11
12
13
14
15
16
17
18
19
20
21
22
23
I
24 II
25
26
27
28
o
o
1 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A FIVE (5) YEAR LEASE
PURCHASE AGREEMENT TO SECURITY PACIFIC LEASING CORP. FOR THE FINANCING OF TWO
2 (2) 1988 FRONT LOADER REFUSE VEHICLES, 35 CUBIC YARD CAPACITY AND TWO (2)
ROLL-OFF TRUCKS, 20 TO 40 CUBIC YARD CAPACITY IN ACCORDANCE WITH LEASE
3 PURCHASE QUOTATION LP9002.
4
5
6
I HEREBY CERTIFY that the foregoing resolution was duly adopted by
the Mayor and Common Council of the City of San Bernardino at a
meeting thereof, held on the
day
7
of
,198___, by the following vote,
8
<}
to wi t:
AYES: Council Members
NAYS:
ABSENT:
City Cleric
The foregoing resolution is hereby approved this
day
of
, 198
Evlyn Wilcox, Mayor
City of San Bernardino
Approved as to form
,,' '''~)
Cl~torneY
/ / / /
/ / / /
/ / / /
/ / / /
/ / / /
/ / / /
/ / / /
/ / / /
01-09-89
-2-
..l
. -
tI.
~
'f .. ":.1..- ott.. 'of>
o
o
1
2
3
MASTER LEASE OF PERSONAL PROPERTY
SECURITY PACIFIC
CAPITAL LEASING CORPORATION , herein referred to as
4 "Lessor", hereby leases to the undersigned "Lessee", and Lessee
5 hereby leases from Lessor the personal property (herein called
6 "Equipment") described below, upon the terms and conditions
7 l1ereinafter set forth:
8 1. DEFINITIONS. For all purposes herein, and for the
9 purpose of the documents executed pursuant hereto, the following
10 terms shall have the following meanings (such definitions to be
11 equally applicable to both the singular and the plural forms
12 thereof or to any gender thereof), unless the context indicates
13 otherwise:
the
(a) commit~ent Letter. "Commitment Letter" shall mean-a-
ated January 18, 1989
15 letter agreementA between Lessor and Lessee describing Lessor 's
14
16 commitment to Lessee to enter into the leasing transaction
17 described therein under and pursuant to the terms and conditions
18 of said Commitment Letter and this Master Lease and the
19 applicable Lease Schedule(s) and said Commitment Letter shall be
20 deemed incorporated herein and a part of this Lease and the
21 applicable Lease Schedule (s) .
22
23
24
(b) Eauicment. "Equipment" shall mean all that equipment
leased to Lessee pursuant to this Lease, as more fully described
in the Lease Schedule(s) annexed or to be annexed hereto, which
25 must be and remain tangible personal property, and/or any unit or
26
part thereof, together with all additions, accessories,
27 attachments, components, spare parts thereto and rights as to
28
I ORIGINAL
C'.~ -
..'
~
-
.
a
...
.
'W
o
o
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
warranty or indemnity from any sellers, suppliers, manufacturers~
transporters or installers thereof.
Cel Equipment Cost. "Equipment Cost" shall mean the
aggregate cost of all Equipment leased to Lessee pursuant to the
terms of this Master ~ease, or the determinable'coat of any unit
or part thereof as indicated in the Lease ScheduleCsl annexed or
to be annexed hereto. Nothing herein shall prevent Lessor from
incr~asing or decreasing said Equipment Cost on any Lease
ScheduleCsl in accordance with the provisions of Paragraph 4
hereof, to provide for any element of said Equipment Cost not
reflected therein or to provide for purchase returns, allowances
or adjustments thereon.
Cdl Lease Schedule. "Lease Schedule" shall mean a schedule
of Equipment listing, describing and pricing at Equipment Cost,
the Equipment leased, or to be leased upon Lessor's acceptance of
Lessee's request therefor.
Cel Master Lease. The terms "Master Lease of Personal
Property", "Master Lease", and/or "Lease" and all references
thereto, as used throughout this instrument, all Lease Scnedules
and all documents issued and executed pursuant hereto or thereto,
shall mean this instrument as originally executed or if later
extended, renewed, amended or supplemented, then as so extended,
renewed, amended or supplemented.
Cfl Net Proceeds. In any sale by Lessor of the Equipment
or any unit or part thereof, "Net Proceeds" shall mean the
amount received in cash upon the sale thereof, less all expenses
incurred by or for Lessor in connection with such sale, including
2
.L.
k:I
J_ .
-
.
o
c
o
] reconditioning and removal expenses, repair costs and
2 commissions, reasonable attorneys' fees and less all sums accrued
3 and unpaid to Lessor, pursuant to this Master Lease, to the date
4 .of such sale.
5 2. LEASE. Lessee may, concurrently . herewith andlor from
~ time to time hereafter, request the lease of Equipment pursuant
7 hereto. Upon the favorable review and acceptance of any such
8 request by Lessor under the terms of a Commitment Letter, or
,!
9 otherwise, in whole or in part, and upon Lessor's receipt of
10 good, marketable and unclouded title in and to the Equipment,
]1 said Equipment shall be leased pursuant to the terms of this
12 Master Lease.. All items of Equipment leased by Lessor to Lessee
13 hereunder shall be identified on and leased pursuant to its
14 appropriate Lease Schedule. Lease Schedules shall be separate
15 and consecutively numbered and shall be for amounts satisfactory
16 to Lessor. It is understood and agreed that units of Equipment
17 may be maintained or located at different business locations, may
18 be scheduled at different times, may be leased for different
19 periods, may require different rental rates and on account of any
20 such differences, such units shall, at the discretion of Lessor,
21 be leased pursuant to a separate Lease Schedule hereto,
22 notwithstanding that said units are combined in one request for
23 lease or may coexist at one single location.
24 3. 1Wrl. The total rent payable hereunder, including
25 interest shall be the aggregate rent of and as set forth on each
26 and every Lease Schedule executed pursuant hereto. Lessee
27 promises to pay Lessor said rent including interest as indicated
28 on the Lease Schedule(s).
3
- lIII ,j - - - .ll
~ . 0 0
-.
1 4. LEASE SCHEDULE ADJUSTMENTS. Lessor may make adjustments
2 for the benefit of Lessee to the Equipment Cost and total rental
3 listed on any Lease Schedule pursuant to the provisions of
4 Section l(c) hereinabove and/or Section 13 hereinbelow. Periodic
5 rental payments shall also be proportionately adjusted, so that
6 the adjusted total rental will be paid in full by the end of the
7 Lease Schedule term. Lessor will give Lessee notice of any. such
8 adjustment within ten no) days thereof.
'.
9 5. TERM. The term of each Lease Schedule shall be and
10 continue for the time therein provided, or for any renewals or
11 extensions thereof unless earlier terminated pursuant to the
12 provisions of Paragraphs 13, 21 ,or 22 herein.
13 6. EOUIPMENT SELECTION AND ORDERING. Lessee has selected
14 the type, quantity and suppliers of the Equipment leased
15 hereunder. Lessee shall ensure that all Equipment is properly
16 invoiced to Lessor. Lessor shall insert the serial number,
17 descriptive material, Equipment Cost, and other relevant matters
18 on an appropriate Lease Schedule. LESSOR SHALL NOT BE LIABLE
19 FOR, NOR SHALL THE VALIDITY OF THIS LEASE, OR ANY LEASE SCHEDULE
20 BE AFFECTED BY ANY DELAY IN OR FAILURE OF DELIVERY OF SAID
21 ORDERED EQUIPMENT. Lessor shall have no duty to inspect. the
22 Equipment. If the Equipment is not properly installed, does not
23
operate as represented or warranted by any supplier or is.
24 unsatisfactory for any reason, Lessee shall make any claim on
25 account thereof solely against said supplier. LESSEE HEREBY
26 ASSUMES THE RISKS, BURDERS AND OBLIGATIONS TO ANY SUPPLIER ON
27 ACCOUNT OF NONACCEPTANCE OF THE EQUIPMENT AND/OR CANCELLATION OF
28
4
~" -
"
-
~
1
-
......-
.
o
--
Q
1 THE LEASE AND UPON THE OCCURRENCE OF SUCH EVENT LESSOR WILL
2 ASSIGN, WITHOUT RECOURSE OR WARRANTY, ITS RIGHTS AND TITLE TO
3 SAID PURCHASE ORDER AND ANY INVOICES TO LESS.EE.
4 7. USE AND MAINTENANCE. Lessee agrees to use the Equipment
5 in a careful and proper manner, and to comply with and conform to
6 all federal, state, municipal, and other laws, ordinances and
7 regulations applicable in any way to the possession, use or
8 maintenance of the Equipment and to comply with and observe all
9 condftions of coverage of any policy of insurance maintained
10 thereon by Lessee, all operation and maintenance instructions and
11 manuals and customary trade practices applicable to the
12 Equipment. The Equipment shall only be used by qualified (and if
13 required by law or regulation, duly licensed) employees of
14 Lessee. Subject to the foregoing, Lessee shall be entitled to
15 unlimited use of the Equipment and to operate the Equipment at
16 any time and for any period of time at the convenience of Lessee
17 and Lessee may use the Equipment for such purposes and functions
18 as it may deem necessary or convenient.
19 8. CLAIMS AGAINST SUPPLIERS. Lessor authorizes and
20 appoints Lessee to enforce, in its own name, any cl~im warranty,
21 agreement or representation which may be made against any .
22 supplier of said Equipment. BUT LESSOR MAKES NO EXPRESS OR
23 IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING,
24 WITHOUT LIMITATION, THE EXTENT OF OR ENFORCEABILITY OF ANY SUCH
25 CLAIM, WARRANTY, AGREEMENT OR REPRESENTATION. NO DEFECT OR
26 UNFITNESS OF THE EQUIPMENT SHALL RELIEVE LESSEE OF THE OBLIGATION
27 TO PAY RENT OR OF ANY OTHER OBLIGATION UNDER THIS LEASE.
28
5
.
. .
o
-.
q
1 9. DISCLAtMER OF WARRANTY. LESSOR, NOT BEING THE
2 MANUFACTURER OR SUPPLIER OF ANY OF THE EQUIPMENT NOR A DEALER IN
3 SIMILAR EQUIPMENT, BAS NOT MADE AND DOES NOT MAKE ANY
4 REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH
5 RESPECT TO THE DESIGN, DURABILITY, FITNESS FOR USE, SUITABILITY
6 OR MERCHANTIBILITY OF THE EQUIPMENT IN ANY RESPECT, AND AS
7 BETWEEN LESSOR AND LESSEE, ALL EQUIPMENT SHALL BE ACCEPTED AND
8 LEASED BY LESSEE .WHERE IS. .AS IS. AND "WITH ALL FAULTS., AND
9 LESSOR SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS
10 THEREIN. LESSEE AGREES TO SETTLE.SUCH CLAIMS DIRECTLY WITH THE
11 SUPPLIERS AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST LESSOR.
12 10. TITLE. Title in or to said Equipment shall not pass to
13 Lessee, except in accordance with the terms, conditions and
14 provisions of this Lease and pursuant to the rights herein
15 expressly granted to Lessee. Lessor and Lessee do not intend nor
16 admit that this Lease is . intended as security, but to the extent
17 (at any time or from time to time), if any, that this tease is
18 asserted to be or have been intended as security, Lessee and
. 19 Lessor intend and agree that Lessee hereby grants a security
20 interest to Lessor in the equipment leased hereby, the proceeds
21 of any sale, assignment, lease, or sublease thereof, and any
22 other rights Lessee may have in or to said equipment or proceeds.
23 At the. expense of Lessee, Lessee agrees to cooperate with Lessor
24 in executing such financing statements or other documentation
25 required by law, the U.C.C. or otherwise to protect Lessor's
26 title and rights to said Equipment and Lessee irrevocably
27 authorizes Lessor to file financing statements signed only by
28 Lessor in all jurisdictions where permitted by law.
6
. .
o
--
q
1 11. ALTERATIONS. Lessee shall notify Lessor and shall make
2 all alterations, modifications, additions or attachments deemed
3 necessary by any federal, state or local gov.ernmental agency for
4 the continued usefulness of the Equipment. Lessee is hereby
5 given the right, at its sole expense, to make other alterations,
6 modifications, additions or attachments to the Equipment so long
7 as the value or the usefulness of the Equipment is not reduced
8 thereby. Lessee shall not alter, remove, deface, destroy or
9 permanently cover any manufacturer's nameplate, serial number or
10 other similar distinguishing number or mark on the Equipment.
11 Except as otherwise agreed by Lessor, .all alterations,
12 modifications, additions and attachments of whatsoever kind or
13 nature made to the Equipment shall immediately be subject to all
14 the terms of this Lease.
15 12. LABELS. If Lessor supplies Lessee with labels, plates
16 or other markings showing Lessor's interest in the Equipment,
17 Lessee shall affix and keep the same affixed to each separately
18 placed or housed component thereof in a prominent place thereon.
19 13. LOSS AND DAMAGE. Lessee shall assume and bear risk of
20 loss and damage (including any governmental requisition,
21 condemnation or confiscation) to the Equipment and all component
22 parts thereof from any and every cause whatsoever, whether or not
23 covered by insurance. No loss or damage to the Equipment or any
24 component part thereof shall impair any obligation of Lessee
25 under this Lease, which shall continue in full force and effect
26 except as hereinafter expressly provided. Lessee shall repair or
27 cause to be repaired all damage to the Equipment. In the event
28
7
~
o
~
o
]
2
3
4
that all or part of the Equipment shall, as a result of any cause
whatsoever, become lost, stolen, destroyed, or rendered
irreparably unusable or damaged, as determined by Lessee, the
Lessee shall within ten (10) days after it shall have made such
5 determination, fully inform Lessor in regard thereto and shall
6 pay Lessor the remaining rentals due as of the date of payment
7 thereof, and all rentals and other sums past due or becoming due
8 to and including such payment date, in respect of such Equipment.
9 Upon 'payment of said amounts, the Lease Schedule shall terminate
10 as to said Equipment.
11
14. INSURANCE. Commencing at such time as any ~isks pass
12 to Lessor from any supplier of the Equipment and continuing
13 thereafter, until Lessee has delivered possession of the
14 Equipment to Lessor, or as otherwise herein provided, Lessee at
15 its expense, agrees to and shall keep the Equipment adequately
16 insured with responsible insurers satisfactory to Lessor, and
17 said insurance shall protect all interest of Lessor and be for
18 such risks, including the liability of Lessor for public
19 liability and property damage, and be in such amounts and form as
20 Lessor may require. Said insurance shall name Lessor as an
21 insured or additional insured and shall not be excess over other
22 coverage but shall be primary insurance up to and including the
~
stated policy limits. Said insurance shall cover the interest of
24 both the Lessor and Lessee.in the Equipment, or as the case may
25 be, shall protect both the Lessor and Lessee in respect to all
26 risks arising out of the condition, delivery, installation,
27 maintenance, use or operations of the Equipment. All such
28
8
o
o
,
1
2
3
4
5
insurance shall provide for ten (10) days prior written notice to
Lessor of cancellation, restriction, or reduction of coverage.
All policies or certificates of insurance shall be delivered to
Lessor. Said insurance shall be in such amounts as Lessor may
require. The proceeds of said loss or damage insurance shall be
6 payable to Lessor, but Lessor shall remit all such insurance
7 proceeds to Lessee at such time as Lessee either (i) provides
8 Lessor satisfactory proof that the damage has been repaired and
9 the Equipment has been restored to good working order and
10 condition or (ii) has paid to Lessor the amounts otherwise due to
11 Lessor on loss of such Equipment.
12
15. TAXES. Lessee shall be responsible for the timely
13 payment and discharge of all lieense or registration fees,
14
assessments, sales and use taxes, rental taxes, gross receipts
15
taxes, personal property taxes and other taxes now or hereafter
16
imposed by any federal, state or local government upon the
17
Equipment or upon the owpership, leasing, purchase, possession or
18 use thereof (whether the same be assessed to Lessor or Lessee).
19 Lessee shall pay and discharge at least ten (10) days befQre
20
delinquency any and all such fees, assessments and taxes directly
21
to the proper levying authority, unless otherwise required by law
22 or otherwise directed from time to time by Lessor. Lessee shall
23 pay to Lessor the amount of any taxes billed to or otherwise
24
remitted by Lessor within ten (10) days of notice thereof.
~
Lessee, upon notice to Lessor, may, in Lessee's own name and at
~
Lessee's expense contest or protest any such taxes.
Lessee
27 shall, in addition, be responsible to Lessor for the payment and
28
9
''':'['
.
!
1-
o
Q
1 discharge of any penalties or interest. Nothing herein shall be
2 construed to require Lessee to be so responsible for any federal
3 or state taxes, or payments in lieu thereof~ imposed upon or
4 measured by the net income of Lessor or, except as provided
5 hereinabove, any penalties or interest resulting from Lessor's
6 failure to timely remit such tax payments.
7
16. LIENS AND ENCUMBRANCES. Lessee will at all times
8 protect and defend, at its own cost and expense, the Lessor's
9 interest in the Equipment and keep the Equipment free and clear
10 from all claims, liens and processes and other encumbrances,
11
except (i) the rights of Lessor and Lessee hereunder, (ii) liens
12 for taxes either not yet due or being contested in good faith and
13 by appropriate proceedings, so long as such proceedings do not
14
involve any danger of the sale, forfeiture or loss of the
15 Equipment, and (iii) inchoate materialmen's, mechanic's,
16 workmen's, repairmen's, employees or other like liens arising in
17 the ordinary course of business and not,delinquent, and (iv)
18
liens and encumbrances arising from the acts or omissions of
19 Lessor which are not otherwise the responsibility of Lessee
20 hereunder.
21
17. INDEMNITY. Lessee assumes liability for and hereby
22 agrees (whether or not Lessor is otherwise insured thereon) to
23
24
indemnify, protect, save and keep harmless Lessor and its agents
and employees from and against any and all liabilities,
25 obligations, losses, damages, penalties, claims, tax claims
26 actions, suits and proceedings, including legal expenses and
27
28
reasonable attorneys' fees, of whatsoever kind and nature,
10
o
o
~
imposed on, incurred by or asserted against Lessor because of the
manufacturer, purchase, transportation acceptance, ownership
(including absolute or strict liability in torts, contract or
otherwise) use or rejection of the Equipment (including, without
limitation, latent and other defects, whether or not discoverable
6 by Lessor or Lessee), and any claim for patent, trademark or
7 copyright infringement.
8 18. LESSOR'S PERFORMANCE OPTION. Should Lessee fail to
9 make 'any payment or to do any act as provided by this Lease, then
10 Lessor shall have the right (but not the obligation), without
11 notice to Lessee of its intention to do so and without releasing
12 Lessee from any obligation hereunder, to make or to do the same,
13 to make advances to preserve the Equipment or Lessor's interest
14 thereto, and to pay, purchase contest or compromise any insurance
15 premium, encumbrance, charge, tax lien or other sum which in the
16 judgment of Lessor appears to affect the Equipment or the
17
18
1
2
3
4
5
interest of Lessor thereto, and in exercising any such rights,
Lessor may incur any liability and expend whatever amounts in its
19 absolute discretion it may deem necessary therefor. All sums so
20 incurred or expended by Lessor shall be due and pay~ble by Lessee
21 within ten (10) days of notice thereof.
22 19. ASSIGNMENT. Any transfer, assignment, sublease,
23 conveyance or pledge of Lessee's interest in and to this Lease or
24 the Equipment, whether by operation of law or otherwise, without
25 the prior written consent of Lessor, shall be void. Lessor, its
26 successors and assigns, may assign this Lease and/or grant
27 security interests therein or in the Equipment, in whole or in
28 part, without notice to Lessee.
11
o
Q
~
1
2
3
4
5
6
7
8
.9
10
11
12
13
14
15
16
20. SURRENDER OF EQUIPMENT. Unless Lessee exercises its
option to purchase under paragraph 25 hereof, at Lessor's
request, upon expiration or earlier termination of this Lease, or
any renewal or extension thereof with respect to the Equipment,
Lessee shall return the same to Lessor in good rep~ir, condition
and working order, ordinary wear and tear resulting from proper
use thereof alone excepted (a) by delivery of the same at
Lessee's cost and expense to such place as Lessor shall specify
~
within the county where said Equipment is located, or (b) by
loading the same within the county where said Equipment is
located at Lessee's cost and expense (inClUding fully prepaid
insurance) on board such carrier as Lessor shall specify and
shipping the same, freight collect, to the destination designated
by Lessor. Lessee shall be responsible, at its expense, for the
proper and adequate packing and crating of the Equipment, which
shall include, if necessary to preserve any warranties or
17
agreements in respect to the Equipment, the supervision and/or
18
handling of said packing and crating by manufacturer's
19
20
21
~
~
~
~
~
27
~
representatives. Nothing herein shall prevent Lessor from
abandoning any or all of the Equipment in place upon the
expiration of Lease terms without any liability therefor to
Lessee.
21. EVENTS OF DEFAULT. The occurrence of any of the
following events shall, at the option of Lessor, constitute an
event of default under this Lease:
(a) The nonpayment by Lessee of any rental payment when
due, or the nonpayment by Lessee of any other sum required
12
.
.
o
--
o
1
hereunder to be paid by Lessee, which nonpayment continues for a
2
period of ten (10) days following written notice thereof from
3
4
Lessor.
(b) The failure of Lessee to perform any other term,
5 covenant or condition of this Lease which is not cured within ten
6 (10) days after written notice thereof from Lessor.
7 (c) The failure of Lessee to meet Lessee's bond or other
8 material credit obligations when required under the instrument(s)
9 evid~ncing such obligations.
10 (d) The determination that any of Lessee's representations
11 or warranties made herein or on any statement or certificate at
12 . t' . . t' t h t' t'
any g1ven 1me 1n wr1 1ng pursuan ere 0 or 1n connec 10n
13 herewith are false or misleading in any material respect.
14
22. REMEDIES. Should any event of default occur and be
15 continuing, Lessor may without retaking possession of the leased
16 property, hold Lessee liable for all rents and other sums which
17 shall become due thereafter under the terms of this Lease and may
18 recover such sums from Lessee from time to time as they become
19 due or at any time thereafter (subject to any applicable ~tatutes
20 of limitation), or Lessor may retake (by Lessor, independent
21 contractors, or by requiring Lessee to assemble the Equipment for
22 Lessor) possession of the Equipment (without liability to Lessee
23
therefor~ which is hereby expressly waived) and either:
24
(a) Retain possession of the Equipment and terminate this
25
Lease by giving Lessee ten (10) days written notice to that
26 effect, in which event Lessee shall be liable for all rents and
27 .
other sums accrued and unpaid prior to such termination.
28
13
.
.
o
o
1
(b) Lease the Equipment to a third party for the account of
2 Lessee and recover from Lessee any deficiency between the rents
3 provided for herein as they fall due and those received from such
4 third party.
5
(c) Sell such Equipment at public or private sale, in which
6 event Lessee shall be liable to Lessor in the amount, if any, by
7 which the Net Proceeds of sale shall be less than the present
8 value of the then balance of rentals and interest due on the
9 Equipment. Lessor's pursuit and enforcement of anyone or more
10 remedy shall not be deemed an election or waiver by Lessor of any
11 other remedy. Notwithstanding any other provision of this
12 agreement, it is understood that Lessor's pursuit of any remedy
13 or remedies shall conform with Article XVI Section 18 of the
14 California Constitution. Any Net Proceeds received by Lessor in
15 excess of all remaining rents and other amounts due Lessor
16 hereunder shall be received for the account of Lessee but Lessor
17 shall have no liability for interest thereon. Lessor shall not
18 be entitled to recover a greater amount in damages than Lessor
19 could have gained by receipt of Lessee's full, timely and
20 complete performance of its obligations pursuant to.the terms of
21 this Lease. In addition, Lessor shall attempt in good faith to
22 mitigate its damages, but Lessor shall not be obligated to sell
23 or re-lease the Equipment and in the event of any such sale
24 Lessor may bid upon and purchase any of the Equipment. Any sale
25 or re-lease may be held at such place or places as are selected
26
by Lessor with or without having the Equipment present. Any such
27 sale-or re-lease, may be at wholesale or retail, in bulk or in
28
14
~
.
l
o
o
~
1
2
3
4
5
6
7
8
9
10
11
12
13
the right to enter
14
may be located for
15
observing its use.
16
25. PURCHASE OPTION. Upon Lessee's repayment of all rents
17
and other sums provided for in any Lease Schedule and upon the
18
termination of the Lease term or any renewal thereof, all the
19
right, title and interest of Lessor in and to the Equipment set
20
forth in its Lease Schedule shall vest in and become the property
21
of said Lessee upon payment of One Dollar ($1.00) and said Lessor
~
covenants that it will thereupon execute to Lessee, a Bill of
~
Sale of all its right, title and interest in and to the Equipment
24
under said Lease Schedule as evidence of said transfer of title.
~
Anything in this Master Lease to the contrary notwithstanding,
26
all replacements, equipment, repairs or accessories made to or
27
placed in or upon said Equipment shall become a component part
28
15
--~:-Zl
.
-
-
.
o
=
o
1 thereof and title thereto shall be immediately vested in Lessor
2 and shall be included under the terms hereof. All advances made
3 by Lessor to preserve said Equipment or the interest of Lessor
4 therein, including attorney's fees, or to pay insurance premium
5 for insurance thereof or to discharge and pay any taxes, liens or
6 encumbrances thereon shall be added to the unpaid balance of
7 rentals due hereunder and shall be repayable by Lessee to Lessor
8 immediately upon demand, and, if not paid upon'demand, shall bear
9 interest at the rate of ten percent (10%) per annum until paid.
10 26. INTEREST. Any amounts required to be paid by Lessee
11 pursuant to this Lease and not paid when due (ex~ept as extended
12 in Paragraph 2l(a) hereinabove) shall bear additional interest at
13 the greater rate (compounded annually and based upon a year
14 having 365 days, actual day months) of (ll Lessor's then highest
15 cost of funds or ten percent (10%) per annum.
16 27. HEADINGS. Section headings herein are used for
17 convenience only and shall not otherwise affect the provisions of
18 this Lease.
19 28. EFFECT OF WAIVER. No failure or delay on the part of
20 Lessor in the exercise of any power, right or privilege hereunder
21 shall operate as a waiver thereof, nor shall any single or
22 partial exercise of any such power, right or privilege preclude
23 other or further exercise thereof of any other right, power or
24 privilege. All rights and remedies existing under this Master
25 Lease are cumulative to, and not exclusive of, any rights or
26 remedies otherwise available.
27
28
16
.
~
..
o
Of
1
2
3
4
5
6
7
29. SURVIVAL OF WARRANTIES. All agreements,
representations and warranties of Lessee made herein shall
survive the termination of this Master Lease and any Lease
Schedule.
30. APPLICABLE LAW. This Master Lease, the Lease Schedules
and all documents issued or executeq pursuant thereto and the
rights and obligations of the parties thereunder and hereunder
8 shall be governed by the laws of the State of California. If any
9 provlsion of this Lease or any remedy provided herein be invalid
10 under any applicable law, such provision shall be inapplicable
11
and deemed omitted, but the remaining provisions of this Lease
12 shall be and remain effective in accordance with their terms.
13 THIS MASTER LEASE MAY ONLY BE AMENDED OR MODIFIED BY AN
14 INSTRUMENT IN WRITING SIGNED BY A DULY AUTHORIZED REPRESENTATIVE
15 OF THE PARTY TO BE CHARGED THEREBY. LESSEE UNDERSTANDS AND
16 AGREES THAT NEITHER THE SUPPLIER NOR ANY SALESMAN IS AN AGENT OF
17 . LESSOR, AND NO SUCH SUPPLIER OR SALESMAN IS AUTHORIZED TO ALTER,
18 AMEND OR ADD TO ANY TERM OR CONDITION OF THIS MASTER LEASE, AND
19 NO REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER,BY ANY
20 SUPPLIER OR SALESMAN SHALL IN ANY WAY AFFECT LESSEE.'S DUTY TO PAY
21 RENT AND PERFORM ITS OTHER OBLIGATIONS AS SET FORTH HEREIN.
22
31. COUNTERPARTS. This Master Lease may be executed in any
23 number of counterparts, each of which shall be deemed an
24 original, but all such counterparts together shall constitute but
25 one and the same instrument, except to the extent, if any, that
26
this Master Lease constitutes chattel paper, no security interest
27 therein may be created except through the transfer or possession
28
17
- -
'"
0
1 of the original
2 Lessor.
-
o
counterpart, which may be so identified by
3
4
32. NOTICES. All correspondence, payments and/or notices
required or permitted to be given shall be in writing, .and may be
5
personally served or sent by United States mail with postage
6
prepaia and properly addressed.
For the purposes hereof, the
7 addresses of the parties hereto (until notice of a change thereof
8 is served provided in the preceding sentence) shall be
as as
9 foll6ws:
10
LESSOR
11 SECURITY PACIFIC CAPITAL LEASING
CORPORATION
12 Post Office Box 7722
San Francisco, CA 94120
13
14
LESSEE
CITY OF SAN BERNARDINO,
CALIFORNIA
250 West Cluster Street
San Bernardino, CA 92408
33. REPOSSESSION. LESSEE ACKNOWLEDGES THAT, PURSUANT TO
15
PARAGRAPH 22 HEREOF, LESSOR HAS BEEN GIVEN THE RIGHT TO REPOSSESS
16
THE EQUIPMENT SHOULD LESSEE BECOME IN DEFAULT OF ITS OBLIGATIONS
17
HEREUNDER. LESSEE HEREBY WAIVES THE RIGHT, IF ANY, TO REQUIRE
18
LESSOR TO GIVE LESSEE NOTICE AND A JUDICIAL HEARING PRIOR TO
19
EXERCISING SUCH RIGHT OF REPOSSESSION.
20
21
22
23
24
By 1y
Dated as of: .January 18, 1989
SECURITY PACIFIC CAPITAL
LEASING CORPORATION
"LESSOR"
CITY OF SAN BERNARDINO,
CALIFORNIA
"LESSEE"
25 Contract Administrator
26 Lease No.
4175
f,y
27
28
ORIGINAL
18
.... ~
(
o
1
Approved as to form:
2 ....~ 14~.., &"~.r:
3 By ~~.;V.rW~
4 Jg;..'i:;:;?~ ~,,;t
5
6
7
8
9
10
11
12
13
]4
15
]6
17
]8
]9
20
2]
22
23
24
25
26
27
ORIGINAL
28
19
6
.4
4ll
.$
.i
-
. ,.
o
o
CERTIFICATION OF
AUTHORIZED SIGNATURES
I hereby certify that the offices referred to in City of
San Bernardino Resolution No.:
, Section
,
are now held .by the following, whose signatures appear
after their respective names:
Titles of Authorized
Officials.
Typed Names
Signatures
Purchasing Agent
Dean R. Meech
Finance Director
Andrew Green
City Attorney
James F. Penman
Mayor
Evlyn Wilcox
DATED:
(Seal)
Signature
Title
. .
"
.
t
'"
o
SECURITY PACIFIC CAPITAL
LEASING CORPORATION
o
~ :
~.
~OO\Yl@~~~
EXECUTIVE OFACES: FOUR EMBARCADERO CENTER, SUITE 1200 . SAN FRANCISCO, CALIFORNIA 94111 . P.o' BOX 7122 (94120) . TEL. (415) 165l3OO
COMMITMENT FEE BILLING INVOICE
January 18, 1989
CITY OF SAN BERNARDINO, CALIFORNIA
250 west Cluster Street
San Bernardino, California 92408
Attention: Mr. Dean Meech
Purchasing Agent
Master Lease Number: 4175
Invoice Number: 860UGM
2.0' Commitment Fee
Due Upon Execution of commitment Letter
S 7.540.00
Please make check payable to SECURITY PACIFIC LEASING CORPORATION
and return it with the duplicate invoice as soon as possible.
Thank you.
PLEASE RETURN A COP'( OF THIS INVOICE WITH YOUR PAYMENT .
.
.
o
o
INFORMATION FORM
You will help us provide a more efficient service to you by
completing the information request below and returning this form
to us along with the Commitment Letter.
1) Bil~ing Address (the location where you want Security Pacific
to send your invoice for lease rentals):
Name:
CITY OF SAN BERNARDINO, CALIFORNIA
Address (a):
Address (b):
city:
State:
zip Code:
(a) Use for street address, P.O. Box, division, attention of, etc.
(b) Use only if (a) is not sufficient.
2) Federal Tax Payer 1.0. Number (9 digits):
3) Accounts Payable Supervisor:
Name:
Telephone: