HomeMy WebLinkAbout29-City Attorney
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CI1..I OF SAN BERNARDCO - REQUOT FOR COUNCIL AC~~
From: RALPH H. PRINCE
Subject: Agreement with Security Pacific
N.,tiona] n"nk portain inq h)
,'itlld Xc'I.IX ,"tlIIY 1lI,'t'laillc~'1.
Dept: City ^t tor,lL' I
Date: September 27, 1985
Synopsis of Previous Council action:
12-17-84 Resolution No. 84-533 was adopted which approved the
installment purchase agreement with Xerox Corporation for
t;le purchase of eight Xerox machines.
7-1-85 Resolution No. 85-249 was adopted approving an agreement with
Security Pacific National Bank pertaining to the lease purchase
of eight Xerox machines and repealing Resolution No. 84-533.
Recommen<:led motion:
Adopt resolution.
~6~0>>/-~C]
Signature .
Contact person:
Dean R. MpP~h Pllrl""'h;:u:~, ; ng n.CJpn+-
Phone:
50135
Supporting data attached:
YeR
Ward:
1'/01
FUNDING REQUIREMENTS:
Amount: sqo. !;t;0 00 Source: n9['artmQntal Current Cspy
(5 year contract) . ~'~ine ACC~O nt
Fmance: _b e:- _~ ~
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Council Notes:
7~-0262
Agenda Item N~r,
4.
CITCOF SAN BERNARDlro - REQUEC1 FOR COUNCIL AC'(])N
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STAFF REPORT
After approval of the lease purchase agreement with security
Pacific National Bank for eight Xerox copy machines, the City
was notified by Security Pacific that their legal staff would
not accept certain language contained in the opinion letter
of the City Attorney relating to this contract. Negotiations
between Security Pacific and the City Attorney's Office
resulted in a compromise which necessitated a change to
Article 22(c) of the agreement, providing that Security
Pacific's pursuit of any remedy or remedies contained in the
agreement shall conform with the debt limitations applicable
to the City under Article XVI Section 18 of the California
Constitution.
75-0264
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1 RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE
EXECUTION OF A LEASE PURCHASE AGREEMENT WITH SECURITY PACIFIC
3 NATIONAL BANK PERTAINING TO EIGHT XEROX COPY MACHINES AND
REPEALING RESOLUTION NO. 85-249.
4
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
5 OF SAN BERNARDINO AS FOLLOWS:
6 SECTION 1. The Mayor and the Purchasing Agent of the City
7 of San Bernardino are authorized and directed to execute on
8 behalf of said City, a Master Lease of Personal Property with
9 Security Pacific National Bank, Lease Schedule letter dated March
10 19, 1985, Amendment to Master Lease of Personal Property,
. 11 Financing Statement, and Lease Insurance Authorization letter,
12 attached hereto, incorporated herein by reference and marked
13 respectively Exhibits A, B, C, D, and E, constituting a lease
14 purchase agreement pertaining to the use and acquisition of eight
15 Xerox copy machines described as follows: (2) two Xerox Model
16 1035, (4) four Xerox Model 1045, (1) one Xerox Model 1075, and
17 (1) one Xerox Model 2830.
18 SECTION 2. All prior negotiations pertaining to a lease
19 purchase agreement for eight Xerox copiers from Xerox Corporation
20 shall not be applicable to this agreement or of any force and
21 effect.
22 SECTION 3. Resolution No. 85-249 is hereby repealed.
23 I HEREBY CERTIFY that the foregoing resolution was duly
24 adopted by the Mayor and Common Council of the City of San
25 Bernardino at a meeting thereof, held on
26 the day of , 1985, by the
27 following vote, to wit:
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4 ABSENT:
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City Clerk
The foregoing resolution is hereby approved this
day
9 of
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, 1985.
Mayor of the City of San Bernardino
Approved as to form:
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15 Cit~~y
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MASTER LEASE OF PERSONAL PROPERTY
Security Pacific National Bank, 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 hereinafter 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:
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(a) Commitment Letter. -Commitment Letter- shall mean a
15 letter agreement between Lessor and Lessee describing Lessor's
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 (b) EauiDment. -Equipment- shall mean all that equipment
23 leased to Lessee pursuant to this Lease, as more fully described
24 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
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warranty or indemnity from any sellers, suppliers, manufacturers,
transporters or installers thereof.
(c) Eauioment Cost. "Equipment Cost" shall mean the
aggregate cost of all Equipment leased to Lessee pursuant to the
terms of this Master Lease, or the determinable cost of any unit
or part thereof as indicated in the Lease Schedule(s) annexed or
to be annexed hereto. Nothing herein shall prevent Lessor from
increasing or decreasing said Equipment Cost on any Lease
Schedule(s) 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.
(d) 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.
(e) 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 Schedules
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.
(f) 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.
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1 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 and/or from
6 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,
11 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.~. 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).
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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 (10) days thereof.
9 5.~. 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, BURDENS AND OBLIGATIONS TO ANY SUPPLIER ON
27 ACCOUNT OF NONACCEPTANCE OF THE EQUIPMENT AND/OR CANCELLATION OF
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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 LESSEE.
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 conditions 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 claim 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.
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1 9. DISCLAIMER OF WARRANTY. LESSOR, NOT BEING THE
2 MANUFACTURER OR SUPPLIER OF ANY OF THE EQUIPMENT NOR A DEALER IN
3 SIMILAR EQUIPMENT, HAS 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 DEFEC~S
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 Lease 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.
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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 governmental 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
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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
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 risks 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
23 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
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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
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Lessor on loss of such Equipment.
15. TAXES. Lessee shall be responsible for the timely
13 payment and discharge of all license or registration fees,
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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 ownership, 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 before
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delinquency any and all such fees, assessments and taxes directly
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to the proper levying authority, unless otherwise required by law
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or otherwise directed from time to time by Lessor. Lessee shall
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pay to Lessor the amount of any taxes billed to or otherwise
24 remitted by Lessor within ten (10) days of notice thereof.
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Lessee, upon notice to Lessor, may, in Lessee's own name and at
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Lessee's expense contest or protest any such taxes.
Lessee
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shall, in addition, be responsible to Lessor for the payment and
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discharge of any penalties or interest. Nothing herein shall be
construed to require Lessee to be so responsible for any federal
or state taxes, or payments in lieu thereof, imposed upon or
measured by the net income of Lessor or, except as provided
hereinabove, any penalties or interest resulting from Lessor's
failure to timely remit such tax payments.
16. LIENS AND ENCUMBRANCES. Lessee will at all times
protect and defend, at its own cost and expense, the Lessor's
interest in the Equipment and keep the Equipment free and clear
from all claims, liens and processes and other encumbrances,
except (i) the rights of Lessor and Lessee hereunder, (ii) liens
for taxes either not yet due or being contested in good faith and
by appropriate proceedings, so long as such proceedings do not
involve any danger of the sale, forfeiture or loss of the
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 indemnify, protect, save and keep harmless Lessor and its agents
24 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 reasonable attorneys' fees, of whatsoever kind and nature,
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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
by Lessor or Lessee), and any claim for patent, trademark or
copyright infringement.
18. LESSOR'S PERFORMANCE OPTION. Should Lessee fail to
make any payment or to do any act as provided by this Lease, then
Lessor shall have the right (but not the obligation), without
notice to Lessee of its intention to do so and without releasing
Lessee from any obligation hereunder, to make or to do the same,
to make advances to preserve the Equipment or Lessor's interest
thereto, and to pay, purchase contest or compromise any insurance
premium, encumbrance, charge, tax lien or other sum which in the
judgment of Lessor appears to affect the Equipment or the
interest of Lessor thereto, and in exercising any such rights,
Lessor may incur any liability and expend whatever amounts in its
absolute discretion it may deem necessary therefor. All sums so
incurred or expended by Lessor shall be due and payable by Lessee
within ten (10) days of notice thereof.
19. ASSIGNMENT. Any transfer, assignment, sublease,
conveyance or pledge of Lessee's interest in and to this Lease or
the Equipment, whether by operation of law or otherwise, without
the prior written consent of Lessor, shall be void. Lessor, its
successors and assigns, may assign this Lease and/or grant
security interests therein or in the Equipment, in whole or in
part, without notice to Lessee.
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20. SURRENDER OF EOUIPMENT. 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 repair, 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
agreements in respect to the Equipment, the supervision and/or
handling of said packing and crating by manufacturer's
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
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1 hereunder to be paid by Lessee, ~hich nonpayment continues for a
2 period of ten (10) days following written notice thereof from
3 Lessor.
4 (b) The failure of Lessee to perform any other term,
5 covenant or condition of this Lease which is not cured within ten
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(10) days after written notice thereof from Lessor.
(cl The failure of Lessee to meet Lessee's bond or other
8 material credit obligations when required under the instrument(s)
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evidencing such obligations.
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(d) The determination that any of Lessee's representations
11 or warranties made herein or on any statement or certificate at
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any given time in writing pursuant hereto or in connection
13 herewith are false or misleading in any material respect.
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22. REMEDIES. Should any event of default occur and be
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continuing, Lessor may without retaking possession of the leased
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property, hold Lessee liable for all rents and other sums which
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shall become due thereafter under the terms of this Lease and may
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recover such sums from Lessee from time to time as they become
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due or at any time thereafter (subject to any applicable statutes
20 of limitation), or Lessor may retake (by Lessor, independent
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contractors, or by requiring Lessee to assemble the Equipment for
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Lessor) possession of the Equipment (without liability to Lessee
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therefor, which is hereby expressly waived) and either:
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Lease by giving Lessee ten (10) days written notice to that
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(a)
Retain possession of the Equipment and terminate this
effect, in which event Lessee shall be liable for all rents and
27 other sums accrued and unpaid prior to such termination.
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(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.
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(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
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sale or re-lease, may be at wholesale or retail, in bulk or in
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parcels. Time and exactitude of each of the terms and conditions
of the Lease are hereby declared to be of the essence. Lessor
may accept past due payments without modifying the terms of this
lease and without waiving any further rights of Lessor hereunder.
Except as expressly provided herein, neither Lessor nor Lessee
shall be liable to the other for any consequential or incidental
damages.
23. LOCATION. The location of the Equipment shall be as
hereinabove set forth and Lessee shall not remove said Equipment
therefrom without the prior written consent of Lessor.
24. INSPECTION BY LESSOR. Lessor, its agents or employees,
shall at any and all reasonable times during business hours have
the right to enter into and upon the premises where any Equipment
may be located for the purpose of inspecting the same or
observing its use.
25. PURCHASE OPTION. Upon Lessee's repayment of all rents
and other sums provided for in any Lease Schedule and upon the
termination of the Lease term or any renewal thereof, all the
right, title and interest of Lessor in and to the Equipment set
forth in its Lease Schedule shall vest in and become the property
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
under said Lease Schedule as evidence of said transfer of title.
Anything in this Master Lease to the contrary notwithstanding,
all replacements, equipment, repairs or accessories made to or
placed in or upon said Equipment shall become a component part
15
~
4._ _
-
-
-
,
'-'"
-...J
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 (except 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 (1) 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
I.
............
,/
1
2
3
4
5
6
7
8
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 executed pursuant thereto and the
rights and obligations of the parties thereunder and hereunder
shall be governed by the laws of the State of California.
If any
9 provision 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
22
RENT AND PERFORM ITS OTHER OBLIGATIONS AS SET FORTH HEREIN.
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
1_
-
,
..........
-
""~.;
1
of the original counterpart, which may be so identified by
2
Lessor.
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
prepaid 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 follows:
10 LESSOR
11 SECURITY PACIFIC NATIONAL BANK
12 c/o Security Pacific Leasing Corp.
PO Box 7722
13 San Francisco, CA 94120
LESSEE
CITY OF SAN BERNARDINO
250 West Cluster Street
San Bernardino, CA 92408
14
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
Dated as of:
March 19, 1985
21
22
23
SECURITY PACIFIC LEASING CORPORATION
-Attorney-in-Fact- For
SECURITY PACIFIC NATIONAL BANK
-LESSOR-
CITY OF SAN BERNARDINO
-LESSEE-
24
By
25 Contract Administrator
26 Lease No. 3927
Mayor
27
28
Purchasing Agent
18
J _
,,~,
"
.......
,'/
1
2
Approved as to form:
3 ~~~#~
4 City A torney
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
19
/' "'.
-
....,.,1
SECURITY PACIFIC NATIONAL BANK
i
t
txE CUliVE OHIC[ S FOuR fMBA.RCAOE FlO CENT[ A SUI1E 1200 . SAN FA.ANCISCO. CA 904'11 . PO BO). 7722194120) . (415, .U5,,482
March 19, 1985
CITY OF SAN BERNARDINO
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 documen-
tation 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 NATIONAL BANK
Lessee:
CITY OF SAN BERNARDINO
Eight (8) Used Xerox Copiers
Lessor reserves the right to approve
any and all items of Equipment prior
to any scheduling under this leasing
line.
Eauipment:
Cost of Eauioment:
This commitment specifically excludes
any item or items of Equipment with
a unit cost of less than $100.00.
Estimated at: $79,000.00
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.
rYl-llC-lIT "
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~.
SECURITY
PACIFIC
NATIONAL
BANK
"'......
Deliverv and Takedown:
Equipment Location:
Base Term of Lease:
Interest Rate:
Rentals:
Property Taxes:
Treatment of Lease:
Purchase Aqreement:
-
-'-...1
2
March, 1985
San Bernardino, California
Three (3) Years
9.75 percent
Lessee will be required to make
twelve (12) equal consecutive
quarterly rental payments, each in
advance, at $94.81 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.
Lessor intends to report for assess-
ments all property located in Cali-
fornia. Lessee shall reimburse
Lessor (or upon Lessor's request,
pay directly,) such California
property taxes, including (except
where caused solely by Lessor'.
acts or omissions) any penalties,
interest and costs of Lessor asso-
ciated therewith.
Lessor and Lessee expressly decline
to make the election (and Lessee
will not take any action which could
be deemed to constitute an election)
to have the Special Rule for Leases
provided by Section 168 (f)(8) of
the Internal Revenue Code of 1954,
as amended, applied to this trans-
action.
At the expiration of the three (3)
year lease term, Lessee agrees to
purchase all of Lessor's right,
title and interest in and to ,the
Equipment for one dollar ($1.00).
\......
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~,
4._
SECURllY
PACIFIC
NATIONAL
BANK
Insurance:
Lease Schedules:
Financial Statements:
Tax Status:
Opinion of Counsel:
-
r"
'-'
-
-
,
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3
To be provided Lessor in accordance
with the enclosed Lease Insurance
Authorization Letter, prior to fund-
ing.
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.
Annual report to include Fund Balances
is to be mailed to Security Pacific
National Bank within 120 days from
fiscal year end as well as such
other information as the Lessor may
from time to time reasonably request.
This Commitment Letter is subject
to Lessee being qualified as a govern-
mental entity of "political sub-
division" within the meaning of
Section 103 (a) of the Internal
Revenue Code of 1954, as amended,
and that this transaction will con-
stitute an obligation of the Lessee
wi thin the meaning of said Section..
Lessee agrees to cooperate with
Lessor in providing evidence as
deemed necessary or desirable by
Lessor to substantiate such tax
status.
Lessee shall provide Lessor with
an opinion from Lessee's counsel
stating that the Master Lease of
Personal Property was duly authorized,
executed and delivered by Lessee
and that the leasing transaction is
a valid and binding obligation of
city of San Bernardino in accordance
with its terms.
Such opinion shall also affirm that
the Lessee qualifies as a governmental
entity within the meaning of Section
103 (a) of the Internal Revenue
-
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-
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~.
SECURITY
PACIFIC
NATIONAL
BANK
-"""~,,
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4
Opinion of Counsel:
(continued)
Code of 1954, as amended, and that
this transaction constitutes an
obligation of the Lessee within the
meaning of said Section.
Counsel shall also opine that all
necessary filings have been made in
order to comply with fraudulent
conveyance or other credit protection
laws, including laws complying with
Bulk Sale, if any, in the State of
California in connection with the
sale and leaseback of the subject
Equipment.
Said opinion shall be delivered
to Lessor prior to the commencement
of said Lease and said opinion must
be acceptable to Lessor's counsel.
Commitment Fee:
A $1,484.00 commitment fee is hereby
due upon receipt of this 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.
Lessee Representation:
Lessee hereby warrants that this
transaction does not violate any
terms or conditions of any material
credit agreement or any other agree-
ments or instrument to which Lessee
is a party.
The following additional documents
are necessary to this transaction:
a) Master Lease of Personal
Property
(original and one copy)
b) Amendment to Master Lease of
Personal Property
(original and one copy)
c) Resolution
(original and one copy)
Documentation:
.
l~ 11
~ ~.
SECURITY
PACIFIC
NATIONAL
BANK
/"
',,-
,_."
5
Documentation:
{continued}
d) Information Form (one copy)
e) UCC-l Financing statement
(one)
f) Lease Insurance Authorization
Letter (two copies)
g) Commitment Fee Billing Invoice
h) opinion of Counsel
Please execute items a through f
above and return them to Lessor,
along with items g and h, as soon
as possible. Upon Lessor's accep-
tance, copies will be returned for
Lessee's files.
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 con-
ditions 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.
Expiration Date of
This Commitment:
Lessor's obligation to acquire
and fund Equipment hereunder, term-
inates and expires on Karch 31, 1985.
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 con-
dition 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 main-
tenance, insurance, full indemnification, property taxes, documen-
tation costs and all items of a similar nature will be for Lessee's
account.
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 appli-
cations and proposals with respect to the transaction described
herein.
-
-
,
( , :
~.
SECURllY
PACIFIC
NATIONAL
BANK
.... "
--
'-..,,,y'
6
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 Lessee's 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 thir letter.
Please be assured of our desire to give you the best and most
efficient leasing service.
Very truly yours,
SECURITY PACIFIC LEASING CORPORATION
"Attorney-in-Fact" for
SECURITY PACIFIC NATIONAL BANK
By
!JjJJJ
Wilke
ministrato
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
Date
By
Title
By
Title
Enclosures
JJWjlsj
cc: Roger SpraguejSPLC
..:
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'-" A;'lL;~",:'iL::~T TLJ'-'
;TER LEASE OF PERSONAL PRr-~RTY
Reference is made to that certain Master Lease of Personal Property
dated as of
~Iarch 19
, 19~ by and between ___CITY OF
SAN BERNARDINO
("Lessee") and
SECURITY PACIFIC NATIONAL
BAt\K
("Lessor") .
1. section l(a), Definitions: Equipment is hereby amended to
specificall~ include in the definition of equipment items 0;
personal property sold by "Lessee" to "Lessor" and leased back to
"Lessee" by "Lessor".
2. Section 6: Equipment Selection and Ordering is hereby amended to
provide, in addition to the provisions existing therein, that
"Lessee" is familiar with the condition and usefulness of any Equip-
ment sold by "Lessee" to "Lessor" and .that "Lessee's" execution of a
bill of sale, satisfactory to "Lessor," and Lease Schedule shall, for
purposed hereof, by "Lessee's" acceptance and certification as to
said Equipment.
3. "Lessee" hereby represents and warrants good and marketable title
(free from any liens or encumbrances) to Equipment to be sold by
IILessee" to "Lessor" and "Lessee1sll rights to transfer said
equipment.
4. Except as herein amended, all terms and conditions and provisions
of said Master Lease of Personal Property remain in full force and
effect.
Dated as of March 19 . 1985 .
SECURITY PACIFIC LEASING CORPORATION
"Attorney-in-Fact" for
SECURITY PACIFIC NATIONAL BANK
"Lessorll
CITY OF SAN BERNARDINO
"Lesseell
By
By
Title
Contract Administrator
Title
By
Title
ORIGINAL
" ,,'c.c
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1M PORTA. -Read Instruction. an back before fill., _ oul form
/?"
Thi~ FINANCING STATEMENT j. prc~cntcd for filing punuont to the Colifcrnio
1D. MAIL.INC". At;OR[!>iio
lC. CIT\'. ."rAT(.
Uniform Commcr,iol Code.
I'.... .tlC.'A'" "ICL:JllT'I" ".. rr~I""'1 ,.... NY
I
lIP 9;'~r'I;L'
,. D['Bl0~ 'o.-...T ..."..t FilleT_if' ...... INDIVIDU"'1..1
CITY Of SA~ BEI:\ARlllNO
250 W~st Cluster Street
San
Bcrnardino, California
u l2A' 'oe,.. "cu.." o. "",,,.. ,., "L
2. AOOI'l"ION...L DCEnOR lIr ANYI 11....." "'...Nt. r".ST--lr.... l"OI"'IDU"L.1
,[;, ~AI_INC. .l.1.lDf>[S&
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3.... rI.Oc.R"l ".". hU""OlR
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.. 6CCI"IRCD PARTY
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4.... ~OCIAl i1CW"Tl .,. rtIH"U ,...."
01 'A".. T."IUIT ...D"" tiC
SECUR1TY PACIFIC NATIONAL BANK
..'''N' '..Nn. Post Office p.',x 7722
con San Frur,cisco .,.T< Cal iforni a
,,"MI
DS-2772475
"HO.< 94120
t,. A6S.I~NEE. OF SECURED P"'RTY ",. ANYI
SA. ..OCIAl ..ICUIIlllIOlO HOIII/t.L'" HO
'Oil lUlU l'AH"ITAHD.. I A lie.
NAMIE
loII"II..ING "OCUlI:'"~
CITY
.TAn
).'''CODI[
6, Thi, FINANCING STATEMENT cove,. the fc:lowing lype. 0' item. of property (inclu..." de.c.iplion of real prc7':'rly an which
'",c",I"d end owner of record when required i-y i..,Iruclion 4).
Eight (8) Used Xcrox Copicrs lc~scJ p,''-su:mt to that "~stcr Lcase of Pcrsonal
Property (number 3927) dated as of ~1arch 19, 19B5.
Proceeds of Collateral are also covered.
7. ~ I
(htoCA 17A.
I,. A",.LlCABLE I
I
8, CHtCK ~
IF" "'P'L1CA.L[
O PRODUCTS OF" COLLATERAL
ARE ALSO COYUED
78. DEBTOR IS) 8IGNATUR! NOT REQUIRED IN ACCORDANCE WITH
INO~~;:ON BD:~-;: 0(:" Dc.)
o D~BTOR 1& A. "ThA.N.MITTING UTILITY" IN ACCOR....Io.NCE WITH UCC, .10a {O (rl)
8.
DAn,
03/l9/BS I ~
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Ii 6
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10. THIS SPACE Fu USE OF FILING OFFICER
(DATE, TIME. fiLE HUMBER
AND FILING OFFICER)
~
.IGNATVllltla, 0" OIE.TOIlIS'
Cln' OF SAN BER~lNO
TY,,1t Oil ..lll....T NA.a4I:('1 0" Dr.TOIl'S)
~
"(i.NUUIlI:U, or 5rCUflr.o ....RTYOU\ Contract Administr3tor
SECUf(lT'i PACIFIC LEAS1NG r.ORPORATION
"M torney' in - fact'
,:~!;. ':'.!: ,.~__~S)rl~9))'\,J4~C},P~.i"'~'~IO~L B:\"K
11. Rt::urtJ c=-rr to:
-.
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S::CU,UTY PAC1FlC K\Tj~"", Bl\l\1K
Post Officc Box 7720
c"J1, r;"'.I'!1ri'''(''n r.:Jli!or!,i:-: 9flZO
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U:ASL: I~S\.IAA~CE AUTlIORIZATION LETTER
Rc:
CITY 0]' S^~ BER~^RnIKO
N'OlC: Coml"llclc in!.uri:l.ncc Broker's
name
Addreu.
City. Slate, :Lip
and Phone Number
or .:lr,cnt does nnf provide both covcr::.&C"S. f'llt~c
use IC"Vtn.t $ide fur the ph);.ica1 d~:n.:.a~: COlrric:)
To:
Attn:
Phone:
nelNSURANCE REQUIREMENTS listed below ore required 10 cOver: Eight (8) Used XerDX Copiers
'i1Usequiprnenlis/willbclocatedat Z50 Weet Cluster Str<>et. San Bernardino, CA
E,,'idencc of jnsur:mcc in the (orm of. binder Or covcr lener is acccpt:sblc untiJ forrr.-I ccrtific:ltcs Qn be .~sucd.. M:sil this
within five (5) working da)'s to: .
SECURITY PACIFIC NATIONAL BANK
(hereinafter "Security Pacific")
A TIN: Insurance Specialist
P.O. Box 772%
San Francisto, California 941%0
I. BODILY INJURY AND PROPERTY DAMAGE REQUIREMENTS
A. SI,OOO,OOO single limit Bodily Injury and Property Damage Coverage. ,
E. Endoncment: It is unuerstood and agreed that Security Pacific is included :u an additional named.
insured Wllh. l::s~ecl LO the ownersbip. maintenance or c)j~t.tnce of eeruin personal
property Icased to the named insured by Security Pacific and that the insurance company
sholl be liable under this policy for the full amount of the 10.. up to and including the
totallimilS of liability as set forth in the decl:1rations without right of contribution from
any contingent insur:lDcc which may be e(fe(led by S::,,'~.lClty Pacific. It i5 a.,b"" understood
that the ItMCd equipment is leased on a net finance basis. i.e.. a non..operating leOLSC. and
tktt Security Pacific has no maintenance Qt other oblir:1tions with respect thereto.
C. Er.dommcnt: It is understood and agreed thaI this poliey shall not be canceUed nor any reduction or
r~triction or co',cra,e be effected until at Je~t thirty (30) d3YS prior written notice has
been given to: Security Pacific. Attention: Insurance Spcci:ilist. P.O. Box 7122, San
franci>co, California 941%0.
>"
11. PhYSICAL DAMAGE REQUIREMENTS
A. AU !',bk Coverage for nOI 1m than S 79 , 000 . 00
B. Endoaement:- It is underslood ;wd :agreed th.J.\ Security P:acific is included as an additionallUmed
insured with respect to the ownershi:-, mainten.1nce or existence or ceruin personal
prop~rl)" I~Jsed to the n3IDcd insured by Security rJ,cific :u,J th31 the insurance company
shall be li;,ble under this policy for the fun amount or the loss up to :md includin;:: the
totJllirnits of liJbililY as sc: rouh in the decl.1r3tions without rit:ht of contribution Crom
any conlingent insu:..ncc which may be effected by S.:,:'.:rity PJcific. It is ~o understood
th.:at the leased cQui;-- neot is lc:ucd on3 net fi:1.Jnce b3Sis. i.e.. a non..oper3ting Je.uc. and
thaL Security P:aciflc h.1s no maintenance or other obli&ations with respect thereto.
It is understood .:md agreed th:al this policy sh311 not be c;:1ncc1!ed nor any reduction or
restliction of coverage be dfccted until alleJ..Sl thirty (lO) days prior written notice h.u
!:-"{"n civen to: Securily P.1cific, Aucnlion: Insurance Specialist. P.O. Dox. 71::1. ~,:l
frilncisco, California 9~1~O
C. E:1.donemcnt:
. A sl3nJard Ic'njcr's lo~s payable enJoncmcl1t may be subslituted for Item ll(D).
The undersigned Lessee hereby :authotizes )"ou to pro\.iJe Security Pacifi.: the J,bove conrJge=:
~OTL: Er.:cr Lessee's Nome:
CTTY Or- S^N nrR~^RDT~0
By:
T,:I<:
D;:.tc:
~/S;
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EXHltlll r;