HomeMy WebLinkAbout1989-359
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1 RESOLUTION NO. 89-359
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF ADDENDUM SCHEDULES 5 & 6 TO EXISTING LEASE PURCHASE
3 AGREEMENT NO. 86-1112 WITH PACIFIC CORP CAPITAL INC. FOR THE
FINANCING OF THREE (3) STREET SWEEPERS, AND FOUR (4) AUTOMATED
4 REFUSE TRUCKS IN ACCORDANCE WITH LEASE PURCHASE QUOTATION LP9003.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1.
That Pacific Corp. Capital Inc. has been
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determined to be the lowest and best responsible bidder for the
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financing of three (3) each street sweepers, and four (4)
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automated refuse trucks in accordance with Lease Purchase
Quotation LP 9003 and Lease Purchase Contract 86-1112 previously
approved by the Mayor and Council and attached hereto and
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incorporated herein as Exhibit "A", and Addendum Schedules 5 and
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6, attached hereto and incorporated herein as Exhibi ts "B" and
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"c" respectively, for the total amount of $777,615.98; pursuant
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to this determination, the Purchasing Agent is hereby authorized
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and directed to prepare the necessary lease purchase transaction
documents for said financing of three (3) each street sweepers,
and four (4) automated refuse trucks to said lowest and best
responsible bidder Pacific Corp Capital Inc.; such award shall
only be effective upon the execution of Schedules 5 and 6 by the
Mayor of the City of San Bernardino and the tender of a Purchase
order by the Purchasing Agent.
SECTION 2.
No other transaction shall be initiated under
the Master Lease contained in this agreement without the prior
approval of the Mayor and Common Council.
SECTION 3. The Purchasing Agent, the Director of Finance,
the City Attorney and the Mayor are hereby authorized to execute
DCR:mg
August 21, 1989
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1 RESOLUTION...AUTHORIZING THE EXECUTION OF ADDENDUM SCHEDULES 5 &
6 TO EXISTING LEASE PURCHASE AGREEMENT NO. 86-1112 WITH PACIFIC
2 CORP CAPITAL INC. FOR THE FINANCING OF THREE (3) STREET SWEEPERS,
AND FOUR (4) AUTOMATED REFUSE TRUCKS IN ACCORDANCE WITH LEASE
3 PURCHASE QUOTATION LP9003.
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5 such documents as are necessary for the administration of this
6 transaction.
7 I HEREBY CERTIFY that the foregoing resolution was duly
8 adopted by the Mayor and Common Council of the City of San
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meeting thereof, held on the
Bernardino at a
regular
18th
day of September
, 1989, by the following vote, to
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11 wit:
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AYES
Council Members Estrada, Reilly, Flores, Maudsley,
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Minor. Pope-Ludlam. Miller
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NAYS:
None
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ABSENT:
None
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/ City Clerk
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The foregoing resolution is hereby approved this ~~?~
day of ~;:Z;;~:~ , 1989.
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HOLCOl'l1B, May
of San Bernardino
Approved as to form
and legal content:
JAMES F. PENMAN
City Attorney
By: ~ .,. p~
C
DCR:mg
August 21, 1989
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HUNICIP~L LE~SING CORPORATION AGREEMENT
Dated as of: February 6, 1986
Agreement No.
86-1112H
CONTR~CT PARTIES
MUNICIPAL LEASING CORPORATION DBA
MUNICIPAL FINANCE CORPORATION IN CALIFORNIA
8260 Greensboro Drive, Suite 225
McLean, Virginia 22102
A Virginia corporation,
hereinafter referred to
as 8HLC8. .
CITY OF SAN BERNARDINO
300 North D Street
San Bernardino, California 92418
An agency or political subdivision
of the state of California
hereinafter referred to as
-Municipality8.
These addresses are to be used for all correspondence and notices (all notices are to
be by certified mail return receipt requested) from one party to the other and may be
changed by notifying the other party in writing.
THE PARTIES (MUNICIPALITY AND HLC) AGREE AS FOLLOWS:
I. DEFINITIONS
por purposes of this Agreement and related documents, the listed definitions will apply:
1.1 ACCEPTANCE DATE. Unless otherwise agreed to by the prior written consent of
MLC, it is defined as the acceptance by the Municipality of the first item of
equipment delivered under this Agreement.
1.2 ASSIGNEE. The person(s) or entity(ies) to whom HLC transfers its rights,
title and interest to a Schedule including the right to receive payments, a
security interest in the Equipment, and rights under the related Insura~~e.
1.3 EQUIPHENT. The goods enumerated on the attached ScheduleCs).
1.4 RESERVE FUND. A fund established by HLC with a national banking association
for the benefit of Municipality and to assure the Investor or Registered
OWners the timely distribution of Payments due hereunder, and to provide
interest and principal payments to HLC's Assignee(s) subsequent to an event
described in Sections 7.1, 8.1, 8.2 or a loss occurring under Section 8.4
hereof.
':. 1.5 SCHEDULE. The document signed by the parties which authorizes the
installation of Equipment by MLC, describes the Agreement term for that
Equipment, and Municipality's obligations with respect to payment, the
assignable contract.
1.6 TRANSACTION DOCUMENTS. The Agreement, the Schedu1e(s), and all related
documents.
II. PURPOSE
2.1 MLC sells Equipment listed on Schedule(s) to Municipality, for consideration
indicated in those Schedule(s).
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EXHIBIT "A"
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I I I . TERM
3.1 The term of each Schedule will begin on the Acceptance Date of the
Equipment listed thereon and will terminate, except as otherwise provided
herein, at the expiration of the number of periods indicated on such
Schedule.
IV. PAYMENT
~.l AMOUNT AND TIMES OF PAYMENT. The total purchase price indicated in the
Schedule(s) will be paid in the Payment amounts set forth in the
Schedule(s). Charges will accrue from the Acceptance Date.
~.2 LATE CHARGES. Payments received more than fifteen days after the due date
will be subject to a late charge at the rate indicated in the appropriate
Schedule (or at the highest rate allowed by law, if less).
~.3 ABATEMENT OF PAYMENTS. There will be no abatement or reduction of
payments by the Municipality for any reason. It is the intention of the
parties that the payments be made in all events, unless the obligations to
pay such amounts are terminated as provided herein.
V. RESPONSIBILITIES OF MUNICIPALITY
5.1 CARE AND USE OF EQUIPMENT. Municipality, at its own expense, will obtain
remedial and preventive maintenance during the term of this Agreement to
keep the Equipment in good operating condition and appearance.
The Municipality agrees to use and provide maintenance for the Equipment
only in manner and to standards contemplated by the Equipment
manufacturer. Selection of the firm to provide maintenance coverage will
be subject to approval by MLC, which approval will not be unreasonably
withheld. Municipality agrees not to relocate the Equipment without the
prior written permission of MLC.
5.2 INSPECTION. with reasonable prior notice, Municipality will allow HLC to
enter the premises where the Equipment is located during normal business
hours to inspect the Equipment in order to determine whether Municipality
is fulfilling its responsibilities.
5.3 INDEMNITY. Municipality hereby agrees to indemnify and save MLC harmless
from all liability, claims, loss, damage or expenses of any kind, made or
suffered by any party, during or after the terM of this Agreement caused
directly or indirectly by the .inadequacy of the Equipment, any
interruption or loss of service, any 10s8 of business or other damage
resulting from any fault of or in the Equipment or arising out of the
ownerShip, selection, possession, operation, control, use, maintenance,
delivery or return of the Equipment, inclUding but not limited to personal
injury, property damage, death or consequential damages. Indemnifications
shall include costs and expenses, inCluding reasonable attorneys' fees
incurred in negotiations, trial or appeal by MLC in connection with any
claim or action resulting from any such liability. Municipality will be
credited with any amounts received by HLC from any liability insurance
secured by HLe.
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5.4 TAXES AND LICENSES. Municipality will comply with all laws and pay all
taxes relating to the Equipment and Municipality's obligations hereunder,
including, but not limited to, sales and use taxes, gross receipts taxes
(including business and occupational taxes which are based on "LC's gross
revenues related to this transaction), registration fees, license fees,
documentary stamp taxes, personal property and ad valorem taxes and all
other taxes, licenses and charges imposed on the ownership, possession or
use of the Equipment during the term of this Agreement, together ~ith any
interest and penalties. Notwithstanding the foregoing, Municipality will
not be obligated to pay taxes based solely upon HLC's net income.
5.5 ASSIGNMENT OR DELEGATION BY MUNICIPALITY. Municipality agrees not to
lease~ assign or transfer all or part of its rights and obligations under
this Agreement or in the Equipment.
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5.6 DELIVERY OF RELATED DOCUMENTS. Municipality will sign or prOVide as
required the following documents satiSfactory to HLC:
a) An Agreement Certification confirming Municipality's Acceptance of the
E9uipment as of the date installed.
UO) An Opinion of Counsel confirming Municipality's authority, warranties
and representations.
c) An Opinion of Counsel confirming Municipality's capacity to issue
obligations qualifying Municipality as a political subdivision within the
meaning of Section 103 of the Internal Revenue Code and the related
regulations and rulings and that the portion of payments identified as
deferred interest charges to maturity, upon receipt, will not be
includable in Federal gro~s income under Statutes, regulations, court
decisions and rulings existing on the date of this opinion and
consequently will be exempt from present Pederal income taxes and income
tax of the State of California.
d) Documents evidencing title and delivery.
e) Municipality's maintenance contract on Equipment.
f) Pinancing statements or other documents perfecting HLC's security
interest.
.g) Ho-Arbitrage Certificate.
h) Written acknowledgement of assignment and other documents required by
the Assignee.
i) Municipality's liability insurance and casualty insurance policy
covering Equipment, if applicable.
~'j) Municipality's representations as to the essential nature and use of
the Equipment.
Municipality shall forward items b through j (as required) to MLC prior to
Equipment installation.
5.7 TRANSPORTATION AND INSTALLATION. CHARGES. Municipality shall be
responsible for all charges relating to the transportation of Equipment to
Municipality's location and installation at such location. MLC may at its
option either prepay such charges and invoice Municipality or forward to
Municipality transportation and installation invoices as they are
received, whereupon Municipality shall remit payment in a timely manner.
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VI. EQUIPMENT
6.1 TITLE. Title to the Equipment will pass to the Municipality on the
Acceptance Date. Title will revert to HLC upon termination pursuant to
Article VII or VIII.
6.2 SECURITY INTEREST. The Municipality grants to HLC and MLC retains a
purchase money security interest in the Equipment. Municipality will not
change or remove any insignia or lettering which MLC may place on the
Equipment to indicate its interest therein. Until all installment
payments are made or prepayment is complete Municipality will keep the
Equipment free from any lien, encumbrance or legal process and the
Municipality will promptly discharge any claim which might become a lien
or charge against the Equipment.
6.3 PILING. Municipality authorizes HLC to make HLC's security interest a
matter of public record by filings of any documents HLC deems necessary
for that purpose and to be responsible for any costs associated
therewith. Hunicipality agrees to sign or execute such documents at its
expense to evidence its consent to the filings.
6.4 PERSONAL PROPERTY. The Equipment will remain personal property and not be
so affixed to realty as to change its character to a fixture or realty.
6.5 ALTERATIONS, ADDITIONS, ATTACHMENTS. In the event title to the Equipment
reverts to MLC, and at MLC's request, Municipality at its expense, will
remove all alterations, additions and attachments and repair the Equipment
as necessary to return the Equipment to the condition in which it was
furnished, reasonable wear and tear excepted. Any replacements or repair
parts are Equipment subject to the terms of the Agreement.
6.6 EQUIPHENT RETURN. Hunicipality is responsible for the return costs
related to the termination of this Agreement pursuant to Article VII or
VIII including deinstallation, rigging, drayage, freight, and insurance to
destination within the continental United states. Municipality will
provide HLC with a current Original Equipment Manufacturer's certificate
of maintainability and arrange and pay for such repairs necessary to
ensure that the manufacturer accepts the Equipment for contract
~aintenance at its then standard rates. In the event Municipality fails
to provide such certificate, MLC ~ay but is under no Obligation to obtain
the certificate and any Charges associated therewith will be borne by
'~ Municipality.
VII. DEPAULT AND REMEDIES
7.1 DEFINITION. Any of the following events will constitute default under
this Agreement:
a) Municipality fails to make payment required when due, provided such
failure is not a direct result of an earthquake and does not continue
beyond such time as normal business operations are resumed, and such
failure continues after written notice by HLC for a period of fifteen (15)
days after receipt of such written notice, or
b) Municipality fails to observe or perform any other 'covenant,
condition, agreement or warranty of the Agreement and such failure
continues for thirty (30) days without cure after MLC provides
Municipality written notice of the failure. 0 r"\ f l'.' ~ 'L 'At
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c) Municipality becomes insolvent, makes an assignment for the benefit of
creditors, Applies for or consents to the Appointment of a receiver,
trustee, conservator or liquidator of Municipality or of all or a
substantial part of its Assets, or a petition is filed by or Against
Municipality under the Federal Bankruptcy Lawn or any similar state or
federal laws providing for relief of debtors.
7.2 REMEDIES. If the Municipality defaults, MLC may at its option do any or
all of the following:
a) Terminate this Agreement by providing written notice to Municipality.
b) Take possession of the Equipment wherever situated without liability
for entering the premises; .
c) Se'l, lease or rent and use the Equipment at its sole discretion.
Municipality remains liable for arrears of payments, the costs of taking
possession including storage and repair, court costs and attorney's fees,
sale or lease costs, and the balance due under the Agreement. The
proceeds of such sale or lease of the Equipment shall be applied toward
the balance due after deducting the aforementioned costs and payments.
For the purposes of this provision, the balance due shall be equal to the
Prepayment Amount plus any principal deficiency in the Reserve Fund,
d) Declare immediately due and payable all monies during the Agreement
Term by providing written notice to Municipality, and
e) Take any court action at law or in equity to enforce performance of
the obligations or covenants of this Agreement and to recover damages for
the breach thereof.
Municipality shall remain liabl~ for reasonable damages provided by law
including all costs and expenses incurred by MLC due to the default by
Municipality.
VIII. TERMINATION
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8.1 TERMINATION FOR NON-APPROPRIATIONS. Municipality's obligations to pay any
amounts due for those fiscal periods succeeding the current fiscal period
are contingent upon legiSlative appropriation or approval of funds for
that purpose. Therefore, the Municipality ~ay terminate this Agreement
with respect to not less than the entire Schedule effective as of the end
of any of its succeeding fiscal periods (the -Termination Date.) by giving
MLC and its assigns sixty (60) days prior written notice of the
termination and advising HLC of the location(s) vhere the Equipment may be
found on the Termination Date. All obligations of Municipality,to make
payments due after the Termination Date will cease and all interests of
Municipality in the Equipment will terminate. Notwithstanding the
foregoing, Municipality agrees (i) not to terminate a Schedule under this
provision if any funds are appropriated to it for the acquisition (by
either purchase or lease) of the Equipment or functionally similar
Equipment or Equipment performing similar applications and procedures for
the fiscal period in question and (ii) that it will use its best efforts
to obtain appropriation of the necessary funds to avoid termination of
each Schedule by taking all appropriate action inclUding the inclusion in
Municipality's budget request for each fiscal period during the term
hereof a request for adequate funds to meet its obligations and to
continue the Schedule in force and (Iii) that it will not give prjorit~ or
parity in the application of funds to any other functionally similar
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equipment for use by the Municipality, (iv) that if the Contract is terminated
pursuant to this Section 8.1, the Municipality will not in the then current or
succeeding fiscal years purchase, lease or rent Equipment perfor~ing functions
similar to those performed by the Terminated Equipment, and agrees not to
permit functions similar to those performed through the use of the Equipment
to be performed by its own employees or by any agent or entity affiliated with
or hired by Municipality. Municipality represents and warrants it has
adequate funds to ~et its obligations during its current fiscal appropriation
period. Municipality acknowledges that the monies and securities in the
Reserve Fund shall be retained upon any Termination for the benefit of the
Investor or Registered Owners, and any deficiency in the principal amount of
the Reserve Fund shall be restored by Municipality, except, Municipality's
only r~sponsibility shall be for a deficiency (Reserve Fund Deficiency) in the
principal amount resulting from Municipality's failure to timely make payments
prior to the effective date of a non-appropriation of funds pursuant to this
Section 8.1.
8.2 PREPAYMENT. So long as Municipality is not in default, Municipality will have
the right, upon providing MLC with sixty (60) days prior written notice, to
prepay its obligation for the amount set forth in the Prepayment column on the
dates provided in the Schedule(s) plus the amount by which the principal
amount originally deposited in the Reserve Fund exceeds the principal amount
realized from such Fund upon its liquidation. Payment must be received by the
specific date established.
8.3 MUNICIPALITY'S RIGHTS ON PREPAYMENT OR PAYMENT IN PULL. Upon (i)
Municipality's exercise of its right of prepayment and/or (ii) Municipality'.
having satisfied all of its monetary and other obligations hereunder, MLC will
release its security interest in the Equipment.
8.4 DESTROCTION OF EQUIPMENT. In the event any of the Equipment is destroyed,
stolen or in the reasonable opinion of Municipality, damaged beyond economical
repair, Municipality shall give prompt written notice of such event to HLC and
its assigns. If HLC replaces such Equipment within 60 days of notification
then this Agreement will continue in force. Municipality at this time will
pay MLC for the replacement cost of the Equipment. If at the end of the sixty
day period the Equipment cannot be replaced then the Municipality will
immediately pay to MLC an amount in cash equal to that share of the Prepayment
Amount set forth in the appropriate Schedule(s) which is attributable to such
Equipment. Said amount shall be based on the percentage that the purchase
price of the Equipment bears to t~e total purchase price of all Equipment
included in such Schedule. There shall be no abatement of periodic payments
through the end of the sixty-day period. In the event there are insurance
proceeds covering this obligation in excess of the amounts due then such
excess shall be retained by Municipality. The Municipality agrees, upon
prepayment under the terms hereof, resulting from the total damage,
destruction, or theft of all the Equipment, to replenish the Reserve Fund as
set forth in Section B.l of this Agreement.
IX. ASSIGNMENT BY HLC
9.1
ASSIGNMENT. Hunicipality understands that HLC contemplates separately
assigning (or reassigning) its right, title and interest in each Schedule, the
Equipment listed thereon, and all rights to receive further payments to
another party (-Assignee-), subject to the rights of Municipality
hereunder. Municipality consents to such assignments and agrees to send
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all Agreement notices to both MLC and its assignees. All rights of and
indemnf.fications to MLC will inure to the Assignee. Any such Assignee
will not be obligated to perform any of the obligations of MLC.
Municipality agrees to make payments required under the Schedule directly
to the Assignee without abatement or reduction of any kind. Municipality
will not assert against any Assignee or transferee of HLC's rights any
claim, a~y defense, counterclaim, offset or recoupment of any kind,
variety or nature which Municipality may now or hereafter have against HLC
whether accruing under the Agreement or otherwise.
9.2 ADVICE OF ASSIGNMENT. Upon assignment of HLC's interests to an Assignee,
HLC will cause a written notice of such assignment to be sent to
Huni,ipality which shall be sufficient if it discloses the name of the
Assignee and the address to which further payments hereunder should be
made. No further action will be required by HLC or by Hunicipality's
consent to the Assignment. Notwithstanding the foregoing, no such
assignment shall be effective against the Hunicipality unless the
Hunicipality receives notification in writing of such Assignment
designating the name and address of any such assign. In compliance with
Section 103(j) of the Internal Revenue Code, the Hunicipality agrees to
affix a copy of each notification of assignment to the Hunicipality's
counterpart of the Agreement.
X. WARRANTIES AND REPRESENTATIONS
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10.1 WARRANTIES AND REPRESENTATION OP MUNICIPALITY. Tbe Municipality
represents and warrants to HLC and, so long as this Agreement is in effect
or any part of Municipality's obligations to MLC remain unfulfilled, shall
continue to warrant at all times, that:
a) Municipality is a state or a duly organized and validly existing
political subdivision or agency thereof and has the power and authority to
enter into the Transaction Documents to which it is a party and to carry
out the terms thereof.
b) This Agreement and all other Transaction Documents and the performance
of Hunicipality's obligations thereunder have been duly and validly
authorized and approved under all laws and regulations and procedures
applicable to Municipality, the consent of all necessary persons or bodies
has been obtained and all of the Transaction Documents executed by
Municipality have been duly and validly executed and delivered by
authorized representatives of Hunicipality and constitute valid, legal and
binding obligations of Hunicipality enforceable against Municipality in
accordance with their respective terms.
XI. DISCLAIHER OP WARRANTIES
11.1 The Municipality acknowledges that the Equipment is of a size, design and
capacity, and manufacture selected by the MuniCipality. HLC is not a
manufacturer of the Equipment.
11.2 MLC MAKES NO WARRANTIES OR REPRESENTATIONS OP ANY KIND, EXPRESS OR
IMPLIED, RELATING TO THE EQUIPMENT OR PATENTS RELATING THERETO, AND MLC
HAS EXPRESSLY MADE NO WARRANTY AS TO THE VALUE, DESIGN, CONDITION,
MERCHANTABILITY OR FITNESS POR A PARTICULAR PURPOSE OP THE EQUIPMENT.
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11.3 HLC will not be liable to the Municipality for any liability, loss or
damage caused or alleged to be caused, directly or indirectly, by the
Equip~ent or by any inadequacies thereof or deficiency or defect therein,
by any incident whatsoever in connection therewith or in any way related
to or arising out of this Agreement. Notwithstanding the foregoing, the
Municipality will be entitled to the benefit of any available
manufacturer's ~arranties. MLC agrees to execute and deliver such further
instrument as may be necessary, in the reasonable opinion of the
Municipality, to enable it to enforce such warranties and obtain the
warranties and service furnished for the Equipment by the manufacturer.
XII. GENERAL
.
12.1 WAIVER. No delay or omission by the parties in exercising any right in
any of -the Transaction Documents shall operate as a waiver of that or any
other right and no single or partial exercise of any right shall preclude
the parties from any or further exercise of any right or remedy.
12.2 HEADINGS. All section headings contained herein are for clarification and
convenience of reference only and are not intended to limit the scope of
any provision of this Agreement.
12.3 SEVERABILITY. In the event any portion of this Agreement shall be finally
determined by any court of competent jurisdiction to be invalid or
unenforceable, such provision shall be deemed void and the remainder of
this Agreement shall continue in full force and effect.
12.4 AMBIGUITY. The parties -to this Agreement, and each of them, hereby
represent that the language contained herein is to be construed as jointly
proposed and jointly accepted, and in the event of any subsequent
determination of ambiguity, all parties shall be treated as equally
responsible for any such ambiguity.
12.5 GOVERNING L~WS. This Agreement shall be construed in accordance with and
governed by the laws of the state where Municipality's principal place of
operations exists.
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12.6 IMPLEMENTATION. This Agreement shall be implemented through Schedule(s).
por purposes of construing a transaction as an integrated agreement and
for the purposes of the provision of Article IX, the following shall be
considered a single transaction and legal and binding Agreement:
a) The Agreement, which provides basic terms and conditions.
b) A Schedule.
12.7 AMENDMENT. Any of the Transaction Documents may only be amended in
writing by obtaining the signature of the parties. No assigned
Transaction Document ~ay be modified without the prior written consent of
Assignee.
12.8
EXECUTION. Each Schedule may be executed in any number of counterparts
but only the counterpart that is labeled, .Original. will be deemed to be
the original Schedule for purposes of perfection of a security interest
therein and shall be the only counterpart which may be transferred and
given to transfer the rights of MLC thereunder. This Agreement and
Schedule(s) issued pursuant thereto shall not be effective until accepted
(as evidenced by an authorized signature) by HLC.
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12.9 FORMATION OF AGREEMENT. MLC shall not be bound by this Agreement until it
is excecuted by an officer of HLC.
XIII. SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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MUNICIPAL LEASING CORPORATION DBA
MUNICIPAL PINANCE CORPORATION IN CALIPORNIA
CITY OF
BY: IJ;(fLA~~:J h~. ~.
BY:
NAME: i..JllLltf-ttt J. /I1lJ-..ll-t?T'(, J~
NAME: Dean
TITLE: f),,((.FlTo/f.. of (~,.rr;f,if<.Tr
TITLE: Purchasinq Aqent
DATE: .~/(31 r(.,
DATE: March. 5. 1986
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EXHIBIT A
MODIFICATION NO. 1
Dated as of July 1, 1988
Agreement No. 1112
Modification No. 1 dated July 1, 1988 to Agreement No. 1112 dated
as of February 6, 1986 and all schedules thereto (the
"Agreement") between Municipal Leasing corporation, as MLC, and
the City of San Bernardino, as Municipality.
1. It ~s acknowledged that MLC has, prior to the date hereof,
been merged into Systems Leasing Corporation, and that the name
of the surviving corporation is "PacifiCorp Capital, Inc." and
its state of incorporation is virginia. It is further
acknowledged and agreed that as a result of the foregoing,
Pacificorp capital, Inc. has succeeded to all rights and
interests of Municipal Leasing Corporation under the Agreement
and any and all Purchase Orders or subcontracts issued thereto.
In connection therewith, the name "PacifiCorp Capital, Inc." is
substituted for the name Municipal Leasing Corporation in the
Agreement in each place where the name "Municipal Leasing
corporationll appears, and any and all Purchase Orders or
subcontracts issued which may hereafter be acknowledged by MLC
under the Agreement shall be issued to Pacificorp Capital, Inc.
in its own name (with the same force and effect as if Pacificorp
Capital, Inc. were originally named as IIMLCII under the Agreement.
2. Municipality agrees to appoint PacifiCorp Capital, Inc.'s
assigns as its agent for. the purpose of -maintaining a book entry
system as required by the Internal Revenue Code of 1986.
3. No more than 10% of the use of any unit of the Equipment in
any month will be by persons or entities other than the
Municipality or its employees on matters relating to such
employment, and no more than 5% of use of any Unit of the
Equipment in any month will be unrelated to use by or for the
Municipality. No management contract shall be entered into with
respect to any unit if the Equipment unless (a) at least half the
compensation is on a periodic, fixed-fee basis; (b) no
compensation is based on a share of net profits and (c) the
Municipality is able to terminate the contract without penalties
at the end of any three years.
4. As an inducement of pacifiCorp Capital, Inc. to enter into
this Agreement, Municipality agrees to cooperate with Pacificorp
Capital, Inc. in the assimilation and verification of information
with regard to any matters whatsoever concerning this Agreement,
and further agrees to execute such documentation as may be
required for the purpose of properly reporting this Agreement
including, without limitation, IRS form 8038G or 8038GC, as
required under the Internal Revenue Code of 1986 or any related
rulings and regulations thereunder.
ORIGINAL
Modifioation No. 1
Agreement 1112
page 2
5. The Agreement, as amended hereby, shall continue in full
force and effect in accordance with its terms.
IN WITNESS-WHEREOF, the undersigned have executed this
Modification as of the date first above written.
PACIFICORP CAPITAL, INC.
as suooessor to Munioipal
L~l.~ng cor.poration
(If") ?
-- .., ,
By , . . (In- f'Jr'
Name /' I~~ ~~-f) N ;-'OA'J;>
Title (/tjJt<. [/ ~fi- {;{~,1,.Li~ (
CITY OF BAN BERNARDINO
Munioirality
By /t~t~~~ / J'du;7
Name
Title
71T
ORIGINAL
EXHIBIT B
SCHEDULE NO. 5
Dated as of: August 1, 1989
To Agreement No. 1112
THIS SCHEDULE is issued pursuant to Agreement dated as of February 6,
1986, between the parties to the Agreement to authorize installation
of the Equipment listed herein. All terms used herein have the
meanings ascribed to them in the Agreement.
A. Payment No. 1 shall be due on February 1, 1990 and subsequent
payments shall be due semi-annually thereafter as set forth hereunder:
PAYMENT SCHEDULE
payment
Number
1
2
3
4
5
6
7
8
9
10
Payment
Date
Payment
Amount
Amount
Allocable
to Interest
Prepayment
Amount..
01-Feb-90
01-Aug-90
01-Feb-91
01-Aug-91
01-Feb-92
01-Aug-92
01-Feb-93
01-Aug-93
01-Feb-94
01-Aug-94
56,297.91
56,297.91
56,297.91
56,297.91
56,297.91
56,297.91
56,297.91
56,297.91
56,297.91
56,297.91
18,000.42
16,496.13
14,932.75
13,307.97
11,619.36
9,864.42
8,040.56
6,145.05
4,175.09
2,127.63
430,775.46
389,016.22
345,847.60
301,222.05
255,090.38
207,401.78
158,103.68
107,141.76
54,459.89
0.00
** The Prepayment Amount is due on the date specified in the Payment
Schedule above and is in addition to the payment then due.
B. LATE PAYMENTS. There will be a charge of 1.5% per month based on
the amount of any late payments.
C. FISCAL YEAR. The Municipality's fiscal period is from July 1 to
June 30.
D. PREPAYMENT AND TERMINATION AMOUNTS. The Prepayment Amount as
provided in the Agreement is set forth in Paragraph A above.
E. DEFERRED INTEREST TO MATURITY. Deferred interest charges to
maturity are as set forth in Paragraph A above.
G. INSURANCE: RISK OF LOSS. As against Pacificorp capital, Inc.,
Municipality shall bear all risk of loss or damage to the Equipment
until the Equipment is returned to PacifiCorp Capital Inc. pursuant to
Agreement Article VII or VIII. The Municipality agrees to hold
harmless and indemnify Pacificorp capital, Inc. from all liability for
Page 1 of 2
EXHIBIT "B"
ORIGINAL
damages to the equipment or personal injury ar1s1ng out of the use of
the Equipment. The Municipality further agrees to secure self -
insurance for the Equipment for the duration of the Agreement term and
to complete Exhibit J hereto describing such self - insurance program.
H. EQUIPMENT DESCRIPTION. The Equipment as defined in the Agreement
includes the following:
EQUIPMENT LIST
Manufacturer:
Haaker Equipment Company
Quantitv Description
Equipment Cost
serial Number
4
Automated Refuse
Vehicles
Subtotal
Sales Tax
Total Equipment Cost
$434,992.00
$434,992.00
26,099.52
$461,091.52
THE TERMS GOVERNING THIS SCHEDULE ARE CONTAINED IN THE AGREEMENT
REFERENCED ABOVE AND APPLY WITH THE SAME FORCE AND EFFECT AS IF SET
FORTH FULLY HEREIN. THIS SCHEDULE IS SEPARATELY ASSIGNABLE.
PacifiCorp Capital, Inc. shall not be bound by this Agreement until it
is executed by an officer of PacifiCorp Capital, Inc.
TITLE:
PACIPICORP, CAPITAL, INC.
BY:
DATE : '~",J~: 7( /l .---1.;~ / >/ I' ,~I
_.- !
DATE:
Page 2 of 2
OR\G\NAL
EXHIBIT B
SCHEDULE NO. 6
Dated as of: August 1, 1989
To Agreement No. 1112
THIS SCHEDULE is issued pursuant to Agreement dated as of February 6,
1986, between the parties to the Agreement to authorize installation
of the Equipment listed herein. All terms used herein have the
meanings ascFibed to them in the Agreement.
A. Payment No. 1 shall be due on February 1, 1990 and subsequent
payments shall be due semi-annually thereafter as set forth hereunder:
PAYMENT SCHEDULE
Payment
Number
1
2
3
4
5
6
7
8
9
10
Payment
Date
Payment
Amount
Amount
Allocable
to Interest
Prepayment
Amount..
01-Apr-90
01-0ct-90
01-Apr-91
01-0ct-91
01-Apr-92
01-0ct-92
01-Apr-93
01-0ct-93
01-Apr-94
01-0ct-94
38,646.70
38,646.70
38,646.70
38,646.70
38,646.70
38,646.70
38,646.70
38,646.70
38,646.70
38,646.70
12,356.71
11,324.06
10,250.85
9,135.49
7,976.31
6,771.61
5,519.58
4,218.38
2,866.07
1,460.55
295,713.46
267,047.09
237,413.23
206,779.23
175,111.32
142,374.63
108,533.08
73,549.37
37,384.96
0.00
** The Prepayment Amount is due on the date specified in the Payment
Schedule above and is in addition to the payment then due.
B. LATE PAYMENTS. There will be a charge of 1.5% per month based on
the amount of any late payments.
C. FISCAL YEAR. The Municipality's fiscal period is from July 1 to
June 30.
D. PREPAYMENT AND TERMINATION AMOUNTS. The Prepayment Amount as
provided in the Agreement is set forth in Paragraph A above.
E. DEFERRED INTEREST TO MATURITY. Deferred interest charges to
maturity are as set forth in Paragraph A above.
G. INSURANCE: RISK OF LOSS. As against Pacificorp Capital, Inc.,
Municipality shall bear all risk of loss or damage to the Equipment
until the Equipment is returned to PacifiCorp Capital Inc. pursuant to
Agreement Article VII or VIII. The Municipality agrees to hold
harmless and indemnify Pacificorp Capital, Inc. from all liability for
Page 1 of 2
EXHIBIT "e"
ORtG'NAL
.-
damages to the equipment or personal injury ar1s1ng out of the use of
the Equipment. The Municipality further agrees to secure self -
insurance for the Equipment for the duration of the Agreement term and
to complete Exhibit J hereto describing such self - insurance program.
H. EQUIPMENT DESCRIPTION. The Equipment as defined in the Agreement
includes the, following:
EQUIPMENT LIST
Manufacturer:
Nixon-Egli Equipment Company
Quantity Description
Eauipment Cost
serial Number
3
Street Sweepers
$298,608.00
Subtotal
Sales Tax
Total Equipment- Cost
$298,608.00
17,916.48
$316,524.48
THE TERMS GOVERNING THIS SCHEDULE ARE CONTAINED IN THE AGREEMENT
REFERENCED ABOVE AND APPLY WITH THE SAME FORCE AND EFFECT AS IF SET
FORTH FULLY HEREIN. THIS SCHEDULE IS SEPARATELY ASSIGNABLE.
PacifiCorp Capital, Inc. shall not be bound by this Agreement until it
is executed by an officer of PacifiCorp Capital, Inc.
PACIFICORP, CAPITAL, INC.
BY:
TITLE:
DATE:
DATE:
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Page 2 of 2
ORIG!;JAL