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Home My WebLink About1986-411 ,. RESOLUTION NO. 86-411 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A FIRST AMENDMENT TO LEASE AGREEMENT WITH ASSIGNMENT BETWEEN THE CITY OF SAN BERNARDINO AND GTE LEASING CORPORATION FOR THE INSTALLATION OF A NEW TELEPHONE SYSTEM. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed to execute for and on behalf of the said City a First Amendment to Lease Agreement with Assignment between the City of San Bernardino and GTE Leasing Corporation for the installation of a new telephone system, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference as though fully set forth at length. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on day of October ,"'1986, by the the 6th following vote, to wit: AYES: Council Members Reilly, Hernandez Marks, Ouiel NAYS: None ABSENT: Council Members Estradn, Frn7.i~r, ~t-rir.k1p.r ~??t?~~ ,,/ Ci ty Clerk resolution is her~by approved this J7~ day 1986 (;/ ) .;r--;~~:> ,.</. ..>7 .....' )</n f./b" L' '.t- () ./ .. +--~/~L~l~'( /' 11/\ 1~.A.._A"--ifrY Mayor of /the Ci ty of San/Bernardino The foregoing of October Approved as to form: /:7" :;0~ C' ,~ 0 // ~. 'f-r/ /~-e-- Ci ty At1:orney AMENDMENT TO LEASE AGREEMENT WITH ASSIGNMENT BETWEEN THE CITY OF SAN BERNARDINO AND GTE LEASING CORPORATION This First Amendment to the lease for 2 GTE 2400 Telephone Communication Systems is made and entered into this Jr,tkJ [ 7c~ I day of , 1986, by and between the City of San Bernardino, a municipal corporation, hereinafter referred to as "Lessee", and GTEL, hereinafter referred to as "Lessor" and GTE Leasing Corporation, hereinafter referred to as "Assignee". SECTION 2. Amendments 4. Late Payments. If Lessee fails to make any rental payment or to pay any part of any sum required to be paid by Lessee to Lessor within 30 days after the date said payment is due, Lessee shall pay interest at the rate of 2% per month on the amount overdue. However, said rate shall no~ exceed the maximum annual rate, if any, allowable for such payments. The delinquent payment period shall run from the expiration of said 30 days until the amount is paid in full. If any amount remains unpaid for a portion of any month, the interest shall be prorated and paid for such period. B. Section 9 is amended to read as follows: "9. Lessee Certification. Lessee warrants that it is a state or political subdivision thereof or that Lessee's obligation under this Lease constitutes an .obligation issued on behalf of a state or political subdivision thereof, such that the interest portion of the rental payments derived under this Lease will qualify for exemption from Federal income taxes under Section 103 of the Internal Revenue Code as enacted on the effective date, September 22, 1986, of this agreement. Lessee further warrants that this lease represents a valid deferred payment obligation for the amount herein set forth of a bona fide Lessee, having legal capacity to enter into the same and is not made in contravention of any town, city, district, county or state, statute, rule, regulation or other governmental provisions. Nothing herein shall constitute a pledge by Lessee of any funds other than funds lawfully appropriated from time to time for Lessee in its budget." C. Section 12 "Insurance" is deleted in its entirety because Lessee is self-insured. D. Subsection 13 (b) is amended to read ~s follows: "(b) Lessor or Assignee and the affiliated groups of which Lessor or Assignee, for United States corporate income tax purposes, are members intend, with respect to the Equipment or any item thereof, to treat the interest income portion of the rental payment described above as tax-free to Lessor or Assignee. The amount of tax that will have been saved on such amount shall be known as "Tax Savings". If Federal tax administrative authorities formally notify Lessor or Assignee of a disallowance, elimination, reduction, or disqualification, in whole or in part, of the Tax Savings, or if Lessor or Assignee shall include the interest income portion of the repayment amount in income as a result of good faith 2 determination that such interest income is not properly treated as tax-free to Lessor or Assignee, Lessee shall pay to Lessor or Assignee an amount such that the amount after deduction therefrom of all taxes required to be paid by Lessor or Assignee in respect of the receipt of such amount under the laws of any Federal, state or local government or taxing authority in the United States, shall fully compensate Lessor or Assignee for the loss of any such Tax Savings including any interest, penalties, or additions to taxes payable, as a result of such disallowance, elimination, reduction, or disqualification of such anticipated benefits. The amounts payable pursuant to this subsection shall be payable upon demand by Lessor or Assignee. Any such demand shall be accompanied by a statement describing in reasonable detail the loss of the Tax Savings and setting forth the computation of the amounts so payable. Lessee agrees to be bound by any reasonable determination of the amounts~set forth in such statement. Disallowance, elimination, reduction or disqualification in whole or in part of the Tax Savings in an amount to compensate Lessor or Assignee for the loss of any such Tax Savings, including interest, penalties or additions to taxes payable shall be limited to "Tax Savings" from Section 103 of the Internal Revenue Code as enacted on the effective date, September 22, 1986, of the lease agreement between the Lessor and Lessee." E. Section 25 is amended to read as follows: "25. Noncancellable. This lease is noncancellable. Lessee 3 may prepay this obligation at any time provided that Lessee is not in default on the terms and provisions as provided herein. Prepayment is to occur without penalty and for the amount determined to be the outstanding principal balance plus any accrued interest at the time of any such payment. F. Section 28 is added and amends the section on the signature page of the lease agreement referred to as "Additional Terms" and reads as follows: "28. A copy of the GTE Leasing Corporation's Certificate of Acceptance is attached hereto as Exhibit "A" and incorporated herein by reference, and it shall be used by GTEL and Lessee to show that the telephone equipment and system installation have been accepted by the City. ~#~~/ /City C er CITY Aft SAN ~BERNARDINO ~/' f~ -, \/"/ " I .~' / /,/} By ~~J2.f"i.1'^-J//~ j/~<t)~ Mayor' // ATTEST: Approved as to form: GTE LEASING CORPORATION P2~~/I~. Ci ty JAttorney By fk~ n( add 1144!f1-! - / Title 4 GTE LEASING CORPORATION CERTIFICATE OF ACCEPTANCE mE Schedule No. lESSEE'S CERTIFICATE OF DELIVERY AND INSTAllATION The undersigned hereby certifies that all Equipment covered by the Schedule identified above and made pur- suant to a lease (the "lease") between GTE leasing Corporation as lessor and the undersigned as lessee, which lease was signed by lessee on ~ 7 , 19 PC , has been delivered to the f undersigned and found satisfactory, that installation thereof has been satisfactorily completed and that the Equipment is hereby unconditionally accepted in accordance with the terms and conditions of the above described lease. Further, the undersigned acknowledges that GTE leasing Corporation or its assignee has ir. revocable rights resulting from such acceptance, including the right to receive payments without offset or defense. The undersigned also acknowledges that this Certificate of Acceptance will prevail, where relevant, in the event of a conflict with the lease described above. The undersigned further certifies that he/she has, or has been delegated, the authority to accept the Equipment. DATED lessee ""' By (L.S.) Title SUPPLIER'S CERTIFICATE OF DELIVERY AND INSTAllATION The undersigned hereby certifies that the aforesaid Equipment has been delivered, and that undersigned has completed the installation thereof in a workmanlike manner. DATE Supplier By Title REV. 3/83 ML