Loading...
HomeMy WebLinkAbout25- Public Works CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACM I v I N n L From: Nadeem Majaj, Director Subject: Resolutions of the Mayor and Common Council of the City of San Dept: Public Works — Integrated Waste Bernardino authorizing the execution of two Management Division Agreements and issuance of two purchase orders and execution of a financing Date: March 1, 2011 agreement pursuant to Section 3.04.010-133 of the City of San Bernardino Municipal Code. The first purchase order will be issued to Fairview Ford of San Bernardino for the purchase of five refuse trucks, two flatbed trucks, one bin-carrier truck. The second purchase order will be issued to Crest Chevrolet of San Bernardino for the purchase of one Street Sweeper. The finance agreement will be with Pinnacle Public Finance. Meeting Date: March 7, 2011 Synopsis of Previous Council Action Reso 2010-94 5/3/2010 Purchase of ten Refuse trucks from Fairview Ford. Reso 2010-93 5/3/2010 Purchase of one Street Sweeper from Crest Chevrolet. Recommended Motion: Adopt Resolutions. Signs ur Contact person Don Johnson, Fleet Manager Phone: 5220 Supporting data attached: Staff Report, Quotes, Agreements, Resolutions and Attachments. Ward: All FUNDING REQUIREMENTS: Amount: $2,061,454.32 Plus lease costs Source: FY11/12 Lease Payments $165,999.37 Semi-Annually 527-400-5803-0000-0095 - $132,725.26 527-400-5803-0000-0096 - $143,759.34 527-400-5803-0000-0097 - $55,514.16 Finance: Council Notes: Agenda Item No. 6 3-01-a4G( CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Staff Report SUBJECT: Resolutions of the Mayor and Common Council of the City of San Bernardino authorizing the execution of two Agreements and issuance of two purchase orders and execution of a financing agreement pursuant to Section 3.04.010-133 of the City of San Bernardino Municipal Code. The first purchase order will be issued to Fairview Ford of San Bernardino for the purchase of five refuse trucks, two flatbed trucks, one bin-carrier truck. The second purchase order will be issued to Crest Chevrolet of San Bernardino for the purchase of one Street Sweeper. The finance agreement will be with Pinnacle Public Finance. BACKGROUND: The Integrated Waste Management Division (IWMD) currently operates (39) sideloader refuse trucks, eighteen front loaders, thirteen rolloffs and seven street sweepers. As these vehicles age, it is necessary for IWMD to replace the oldest vehicles with new models. The replacement schedule follows a multi-year plan which was developed in FY06/07, as part of that year's budget preparation. The table below lists nine vehicles which have surpassed their useful life, have become unreliable and expensive to operate. These vehicles will be placed in surplus for auctioning. Year Type Unit Numbers 1994 Roll-off 1202 1998 Bin-carrier 0153 2003 Street Sweeper 491-03 2000 Front Loader 194 2002 Front Loader 2173 2002 Side Loader 1104 2002 Side Loader 1116 1996 Flatbed 152 2000 Flatbed 151 IWMD has standardized the vehicle and equipment types in order to realize better operational economy. This results in fewer parts which needs to be stocked and more thorough specialized training for mechanics as well as operators/drivers. Therefore, the table below presents the proposed list of vehicles for the upcoming purchase. No. of Purchase Cost of Units Type Manufacturer From Cost Per Unit Buildup Total 1 Rolloff McNeilus Fairview Included Ford $221,712.00 $242,252.58 ind. tax 2 Front McNeilus Fairview Included Loaders Ford $282,649.00 $617,347.82 ind.tax Labrie Fairview Included 2 Side Loaders Automizer Ford $345,600.00 $754,581.00 ind.tax Fairview Included 1 Flatbed Ford/HREM Ford $ 40,011.98 $40,011.98 ind. tax 1 Flatbed Ford/HREM Fairview $ 41,101.98 Included $41,101.98 ind. tax 1 Ford Fairview 1 Bin carrier Ford/HREM Ford $ 45,569.89 Included $45,569.89 ind.tax Street Crest Included 1 Sweeper Schwarze Chevrolet $320,589.07 $320,589.07 ind.tax Total $2,061,454.32+lease Due to the specialized nature of this equipment there are no local vendors able to supply the trucks. Therefore, Fleet staff has negotiated with Fairview Ford and Crest Chevrolet of San Bernardino to be the primary vendors for this purchase. The vehicles and subsequent build up will be purchased through Fairview Ford for a total amount of$1,740,865.25 including tax plus lease costs and Crest Chevrolet for a total amount of$320,589.07 including tax plus lease costs. Fairview Ford will use sub-contractors, Arata / Labrie Equipment of San Carlos, and McNeilus Truck of Colton, for the installation of the refuse bodies. Los Angeles Freightliner of Fontana, will supply the AUTOCAR chassis and conversion to LNG (Liquefied Natural Gas), as required by South Coast Air Quality Management District (SCAQMD) rule 1193. Fairview Ford will supply the three Ford F-550 chassis and will use sub-contractor HREM Inc. of Colton for the installation of the Flatbed and Bin-carrier bodies. Crest Chevrolet will use sub-contractor Kelley Equipment of Upland to supply the Schwarze M-6000 CNG (Compressed Natural gas) Street Sweeper as required by South Coast Air Quality Management District (SCAQMD) rule 1186.1.Attached for your review are quotes from Fairview Ford, Los Angeles Freightliner, Crest Chevrolet, and Kelly Equipment. Standard chassis warranty is one year. Included is a 5-year extended Allison Transmission warranty, and a 5-year/ 150,000 mile extended Cummins Engine warranty as well as an Enhanced Warranty/ Service package (See Attachments "1"& 64291). LEASE/PURCHASE FINANCING: Staff issued a request for rate quote RFQ LQ - 1101 to the four financing/leasing companies that have existing master lease agreements in place with the City and four financing/leasing companies that don't have existing master lease agreements in place with the City. RFQ LQ — 1101 was for a total amount of$2,090,406.11 for five Autocar refuse truck chassis' & body and one Schwarze M6000 Broom Sweeper powered by Compressed Natural Gas and three Ford F- 550's. The amount of the RFQ was based on estimates of a pending price increase effective January lst 2011, but the dealer was able to hold pricing for the City after the RFQ was issued. The RFQ requested an amortization schedule of seven years with semi-annual payments. The seven year repayment is within the City's established replacement schedule for the vehicles. RFQ LQ— 1101 was sent out on January 4, 2011 and due back on January 10, 2011. Of the eight lenders solicited, Finance received three "bids" and five "no responses". Finance staff called the lenders to obtain explanations for the lack of responses. All provided various reasons why bids were not submitted. Summarized below are the rate quote results (seven-year term with semi-annual payments): Lease Purchase Financing Provider Rate Quote Semi-Annual Payment Pinnacle Public Finance (Formerly 2.89% $165,999.37 Koch) FMLC 3.49% $170,562.30 Holman Capital 3.90% $172,211.84 Comerica Leasing Corporation No Responses Ford Credit No Responses Bank of America No Responses 2 Union Bank No Responses Wells Fargo No Responses Comerica Leasing Corporation is currently only lending to depositors that maintain a balance equal to or greater than 15% of the amount requested. Ford Credit Municipal Finance declined to bid because they're only bidding on deals that meet their criteria for essential use and finance structure. Union Bank declined to bid because the RFQ was too small and they're only financing small deals for existing customers. Wells Fargo declined to bid because they are reducing lease financing activities in California. The lack of bids submitted can be tied to the current state of our economy and based upon the information received from the lenders, they have adjusted their policies for which type of lease- purchases they will fund. Pinnacle Public Finance is a new bidder to the City of San Bernardino, but not unfamiliar. Koch Financial divested and Pinnacle Public Finance was created and kept all the employees from Koch. Koch Financial had Master Lease Agreements with the City of San Bernardino. It is staff s recommendation to award the bid and enter a lease-purchase contract (Exhibit `B" to the Resolution) with Pinnacle Public Finance. FINANCIAL IMPACT: No lease payments are scheduled for this fiscal year. Funds for the lease payment will be budgeted next fiscal year in the Integrated Waste Management Fund, account number 527-400- 5803-0000-0095 ($132,725.26); 527-400-5803-0000-0096 ($143,759.34) and 527-400-5803- 0000-0097 ($55,514.16). The semi-annual payment is $165,999.37. RECOMMENDATION: Adopt Resolutions. 3 � CITY OF SAN BERNARDINO Nadeem Majaj P.E.—DIRECTOR PUBLIC WORKS DEPARTMENT 300 North 'V"Street San Bernardino, CA 92418-0001 909.384.5140 San Bernar lino Date: February 28, 2011 To: Charles McNeely, City Manager From: Nadeem Majaj, Director of Public Works Subject: City Manager's Approval of Process — Purchases made pursuant to Section 3.04.010(B)(3) and Section 3.04.075 of the City's Municipal Code (Purchases approved by the Mayor and Common Council and emergency purchases approved by the City Manager). DDL Number 82. Fairview Ford and Crest Chevrolet were selected as a Sole Source for the following reasons: 1. Fairview Ford is the same local vendor that has supplied all forty-eight (48) LNG powered refuse trucks purchased since 2006. Crest Chevrolet is the same local vendor that has supplied all seven (7) CNG powered Street Sweepers purchased since 2003. 2. The IWM Division currently operates forty (39) Labrie Automizer Refuse trucks, twelve (12) McNeilus Frontloaders, eight (8) McNeilus Rolloffs and five (5) Schwarze Street Sweepers. Fleet staff has found it to be more cost effective to standardize types of vehicles and equipment for better operational economy. Fewer brands of parts must be stocked and mechanic training is specialized and more thorough. 3. Fairview will use sub-contractors, Arata / Labrie Equipment of San Carlos, and McNeilus Truck of Colton, for the installation of the refuse bodies. Los Angeles Freightliner of Fontana, will supply the AUTOCAR chassis and conversion to LNG (Liquefied Natural Gas), as required by South Coast Air Quality Management District (SCAQMD) rule 1193. Crest Chevrolet will use sub-contractor Kelly Equipment of Upland to supply the Schwarze M-6000 CNG powered Street Sweeper as required by (SCAQMD) rule 1186.1. A Request for Council Action entitled, "Resolutions of the Mayor and Common Council of the City of San Bernardino authorizing the execution of two Agreements and issuance of two purchase orders and execution of a financing agreement pursuant to Section 3.04.010-133 of the City of San Bernardino Municipal Code. The first purchase order will be issued to Fairview Ford of San Bernardino for the purchase of five refuse trucks, two flatbed trucks, one bin-carrier truck. The second purchase order will be issued to Crest Chevrolet of San Bernardino for the purchase of one Street Sweeper. The finance agreement will be with Pinnacle Public Finance." has been submitted and placed on the March 7, 2011 agenda calendar for review and approval. If you support this request please sign the approval line below. Nadeem Majaj 1 Director of Public Works Approved By: Charles McNeely, City Manager I Attachment 'T' i Fairview Ford Salesjnc. P.O.Box 5516 SAN BERNARDINO,CALIF. 92412 j Telephone(909)884-9261 ! December 16, 2010 City of San Bernardino Fleet Division 182 S. Sierra Way San Bernardino, CA. 92408 RE: Purchase of(5)Autocar Refuse Trucks Dear Mr. Johnson, Here is the breakdown for the above referenced purchase: 1 Roll Off @ $221,712.00 each. $221,712.00 2 Front Loaders @ $282,649.00 each. $565,298.00 2 Autoloaders @ $345,600.00 each. $691,200.00 Doc and Handling Fee $2250.00 ----------------------------------------------------------------------------------- TOTAL $1,480,460.00 Sales Tax(9%) $133,241.40 Fed Excise Tax EXEMPT DMV $375.00 Ca. Tire Fee $105.00 GRAND TOTAL $1,614,181.40 Thank you for this opportunity, Todd Eff Commercial Fleet Manager Fairview Ford �I r MOM��TM Rt40F ��N>tlmba:dQp1ZS64 I �l/l8l�11Q � Quote summary All figures are in U5 radian dollars Canadian"C=C=tegai SAW SAL gQUI!'YRNT 'Ra L 4- 2A7 1 1 ACX64 SU4aELWTHAt DDIZVECAB 450 ` AbWnWALFVKCUAMCOVEkAGW 0 9PA UMA:MAW3E Fat AMrrjMALF9XMAWUlrtAlPff 0 FACrMYCaWI RAC'yoMrcAz>,or1 0 Otrrp MCUrMAcrVR Gffr o LATUCANLBUAT04 0 ADWMNAL SURMAR(W 1.430 OUANTTry 221,712 221,112 TMALEQUVMAMTPnM (d1 M41DE IN FAM WTAL {)7=R CZUMJRS 0 F8T 0 mrANW111iL SAL o 0 STATITAXO EARYM 221,71°_ TDTAL gjcrm cusft, r Si n bMs ,Novw6a 11.2OLD Palo 1 of 1 PtiopLctcl:2otood232011A 1:31e39pA[ffiT a E0 39Vd A33 IVA Z6ZO98E606 Lb:bT TTOZ/11/Z0 t f Pcepa+t,l a JMYK DALTON pmt A BE J(Jf MO �AL 1 [�'Y'�9Al�i BffitNARL1IId0 �;QM12561 11/18/2010 Quote Summary All figures are in US dollars Canadian dealers mquyre Canadian dollars aAM 7mu sQVtr +rr '� L A n R ZW.G% ACX" SMjGmt9FT HAM Dom C" ADDnWKALMMcmAMC0VFXAGM o WA g{1UMARM 610 DIAL MKM ADJOS'TMW r 0 FACTORY CDNTXACT LKIDU;'C&T" u O[T SM ACTMMW U L jMXANGw-LAT1vM FW o AbDnWKAL VJRCH"(Z 1,950 1RIIGfr 2 QUANTITY TOTALBvwPm9 'Pa1(2; ,d49 SF5,27/ (41 TRADE M rAcs OTHM CHARGM 7Yy151L O IT 0 PET AMCUM TOTAL STATETA7GgTfi6 FM 0 0 565�"9T TuOTAL QUUM Sii / Lower& w mm I)b► Dale i rd"Level:2410bS3 Gl LA "M'd r,Nova�bet 1=.2010 Pie 19f 1 2:iMM PM M'P 3 60 39dd 333 IVA Z6ZO986606 Lb:bT TZOZ/LT/Z0 p ed Ily jEny bAL.TO'f s Pc rrd For DOt�170 G� MO rY(�EANB[�T1NAlkRD�NO Qauw U'QALCQ7W54 Quvo Nampa:OW11-W 11/18=10 Quote Summary All figures are in vs dallara Canadian dcalers requite Canadian dollars RAIN TMAL EaummravT S.-W ACA64 wDbrrH7d4AL p7RC KmW 0aVnAM 4M 0 w.k 3UtICHAIRM OK Ab rrWKALMWZAD nWWfT 1,ALTORY COACT MODUICATION 0 0 olTi'SIOE C70NTRACt'FaER3Frr 0 LATE CANCO-I.A"PM 0 ADDrIWALSURCHARC 1,750 FRMUff +QUAWMT 6 3�LS,fitl(I 2,frT3,S99 T TALEQUOWENTPK" (0 TRADE IN xAc$ WriL giggle CHARC49 0 F4TI' FFT AMOUNT TOTAL 0 0 SPATE TAXIOTFUM FUU TOTAL QUOTE ir r i � casld"[r bid fa'�0/L� bate I]ma Pdcc 1 jqc:=006232011A Tkw* may,N4vemba 15,2010 Fqe 1 of 1 2-0335 PR EST 1 L0 39bd 333 -IVA ZGZ09OE606 Lb:bT TTOZ/TT/Z0 I City of San Bernardino Public Savices Departatent d Division Autocar New Truck Enhanced WarrantylSeryiee Package £�x a :oFt :pesis= a �tu�d�ase dam;any flM Eova warran�bte rears necded(that are Oppmved t acmpted by the t va.mnufaclu=)will be either;mpaired at:#ie ow*otners gift by ",m•,Ificloed W, repaired and 4eftveod ba&to tko-01s6vmeF*bY. towed to a�cad repaid. Ttte ou-site re�aers,stnmling, and/or Lowing for the covercd.14ain will beat sQ.cast to the customer. in.the' event that the mquestad mpjair is dotaed warrantlt W' mpensation by the respeo6ve nwmifacUff r,than tlrs cost&,rdw-provided service will be billed to the OL s mer. All decisions ognceruing Whedw to repair at cusWmer site,shutde the unit or tow will be made at the sole disc ction of - This coverage applies to all covered chassis and power train warrar UOS,LNG fuel system,and Methane Leak Ddoctkm Systems and is limited"tact the duratim of the warranty coVMge by the rive USl'►ii_ Note:The refuse collection body, its ountrols and acoassarieaam not hw udvd or wvemd by this Padmir- k 11m Mane Leak DetocAm Sysw=on the v d&Jea wilt be wed at the o>wnw: 3 bncadcw,a mmiam of dose CW=per year in spoor hwe'with tHP We 13 nequimawats and a"Validation Form" form mgvi for any WWlia d Vie. 'This Service wdi be po &rmcd by-LIM - I&& -(or an agent gpoh"d by )aad will Slam a#rice lEuMb&we Date of the vebicie and eontinare for a ZjCW peril& Tisane wig be uo coat to the oatotw fcir the A At or about two years from the ptudwst of the LNG tank will be"re- vacuumed"_ This service will be performed byT � (or all agem wpolnwd by . �)at no oast W the cusfrosW far the` vac" pooadum- A,T V Scott Lucero Ganerrd Manager <FI-EET SERVICE A PAe Wd..W—Comp—y 14642 Rancor Vista 0, Mar Locations: Fontana CA,92335 Anniston,AL Tot:(909)350-7500 (877)520-8090 For(909}350-9852 Nashville,TN Cell:(909)917-8026 (615)301-5300 s*icero@fbbind-corn y2r r.,fa,(tjnd.cvm i i I r _ 11/29/2010 17:15 9093860292 UAL EFF PAGE 02 15( FMRVMW FORD FUET & TRACK CENM 06 W.284 STREW PAX Mn 5516 SAN BWXNARDINU,CA.92412 (90) 386-0281 or Fax: (909) 38"292 VEHICLE ORDER CONFIRMATION 11/29/10 12:52:25 �y Dealer: F71156 2011 F-SERIES SD page: 1 of 2 Order No: 0000 priority: A3 Ord FIN. QC414 Order Type: -58 Price Level; 130 Ord PEP: 660A Cust/Flt Name: CITY OF SB PO Number; RETAIL RETAIL F5G P550 4X2 CHAS/C $33515 90L PWR EQUIP GROUP $850 201" WHEELBASE TELE TT MIR-EWR Z1 OXFORD WHITE JOB 82 BUILD A VNYL 40/20/40 18B MOLDED BLK STEP 320 S - Ste, 425 50 STATE MISS NC 660A PREF EQUIP PEG SPARE TIRE/WHLQ 350 XL TRIM 61J JACK NC 572 .AIR CONDITIONER NC .AK/FM ST R/CLK TOTAL BASE AND OPTIONS 37525 99Y 6.8L EFI V10 EN NC TOTAL 37525 44T 5-5PD AUTOMATIC NC TFS .225 B$W AS 19.5 X8L 4_88 LTD SLIP 360 68H PAYLn PLUS UPGR 1155 19500$ GVWR PKG VESICLE" ORDER CONFIRMATION 11/29/10 12:52:32 Dealer: F71156 2011 T-SERIES SD Page; 2 of 2 Order Na: 0000 Priority: A3 Ord FIN: M414 Order Type: 53 Price Level: 130 Ord PEP: 660A'Cust/Flt Name: CITY OF SD PO Number: RETAIL RETAIL 65Z An AXLE TANK NC 794 PRICE CONCESSH REMARKS TRAILER SP DLR ACCT AD.7 SP FLT ACCT CR FUEL CHARGE B4A N= INV FLT,bpT NC PRICED DORA NC DEST AND DELIV 975 TOTAL BASE AND OPTIONS 37525 CAI, 37525 11/29/2010 17:15 9093860292 VAL EFF PAGE 03 - 9098721100 p.3 HUM hm. Estimate now ewknaft# 1112311.010 348 MOM I Address CrlY OF SAN BERNARMO tit 90tTiTt SIERRA WAY UN 13ERNARCOM CA 924M Pn*" Ikwn DasaiPUM Qbt Cost TOW REMOVE WOOD STAKE BODY FROM SERVICE TP-U7& l51 000 D.00C AND MSFALL=ON NEW FOv-!:>TRUCK REPLACE NUW WOOD STAKES OA4 NEW SM PAINT T o'er 0401 NEW MATERIAL 1 213$-00 2.3ft�.Wr LIBOR LABOR REPAIR � 4&00 2640.00 WARRANTY ALL OUR KEPA KS HAVE 6 MONTH WARRANTY 4.04 0-OD ON NORMAL USILMM WARRANTY DOES NOT COYER NEMUMNCE OR POOR MAIIVTENANCE REPA>k CVn(NAL CHASSIS STRECti l 1,i00.OD I si00-00 We appreciaw your budmxx Ill Subftftl �ttaaoa Sines Tau (9.(1%) $214.10 Total $7,03420 1465 Miller VIVO•Cotton,CA92324 CM$oe(909)B72-1195 •(09)872-1112•Fax(909)872-1100 7 1 11/29/2010 17:15 9093860292 VAL EFF PAGE 04 FAIRVIEW FORD - RETAIL. - Work Sheet 11-29-10 Customer: Stock # : <NEW> Hank Ph#. Pu rc h ase:Work Ph#: Trade-In: N/A Salespsn: Bank Price 36.697.00 Accessories .00 Sales Tax 3,302.73 Service Agreement .00 Cash Price 39,999.73 DMV .00 Tire Fee 12.25 Insurance Premiums .00 Total Purchase 40.011.98 Trade-In .00 Less Pay-Off .00 Net Trade-In .00 Deferred Dam .00 Amount Paid Now .00 Total Downpayment .00 Amount Financed 40,011.98 CUSTOMER'S ACCEPTANCE g 05 11/29/2010 17:15 9093660292 VAL EFF PAGE _ ! I5 FAMVMW FORD FLEET& TRUCK CENTER ON W.tad STRM M Wm 5516 SAN j ERNA"INOt CA.92412 (909) 386-0281 or Fu: (909) 386-0292 VEHICLE ORDER CONFIRMATlOW 11/29/10 12:53:49 dealer: F71156 2011 F•-SERIES 9U . Page: 1 of 2 Order No: 0000 Priority: A3 Ord FIN: QC41.4 Order Type: '5B Price Level: 130 Ord PEP: 660A Cast/pIt Name: CITY OF SB PO Number: RETAIL RETAIL F5G F550 4X2 CHAR/C 133515 90L PWR SIP G=P 0850 201" WHEELBASE TELL TT MIR-.PWR Z1 OXFORD 'WHITE JOB #2 SDIED A VNYL 40/20/40 108 HOLDED BLK STEP 320 S STEM 425 $0 STATZ HISS NC 660A PREF EQUIP PXG SPARE TIRE/WHLQ 350 .XL TRIM- 61J JACK NC 572 .AIR CONDITIOM WC .AN/M STER/CLK TOTAL WE AND OPTIONS 37525 99Y 6.8L EFI V10 EN NC TOTAL 37525 44T 5-SPD AUTOMATIC NC TtrB .225 Bsu As 19.5 1 X8L 4.88 LTD SLIP 360 68M PAYLd PLUS UPCR 1155• 19500# G M pw VEHICLE ORDER CONFIRMATION 11/29/10 12:53:56 �> dealer: P71156 2011 F-SERTKS SD Page: 2 of 2 Order No: 0000 Priority: A3 Ord FIN: OC414 Order Type: 5s Price Level: 130 Ord PEP: 660A Cust/Flt Name; CITY OF SB PO number: RETAIL RETAIL 65Z AFT AXLE TANK 14C 794 PRICE QONCESSN REMARKS TRAILER SP DLR ACCT AW SP FLT ACCT CR FUFD. CHARGE', B4A NET INV FIT OEsT NC PRICED DORA NC DEST AND DELIV 975 TOTAL HAsE AND OPTIONS 37525 TOTAL 37525 I q 11/29/2010 17:15 9093860292 VAL EFF PAGE 06 -- ��.��.���.� 1�l1dSl'L17W p.2 HREM inc. Estimate Dods Eslim tl23t�Ot0 349 Name I Addmw CITY OF S,w BENWAIUANO - 192 SOIPIH SMA WAY SAN BF,RNARDIM CA 92404 pffloa team D�#pRkan My cost Taco! RE 4OVE WOOD SLAKE BODY FROM SERVICE TAMK 52 0.00 4.44T AmD INsrALLM ON NEW FORD TZZUCK RFJILACE New WOOD STAKES 0.00 0.00T REPLACE NEW HYDRAITIIC MOXM 0.40 O OOT REPAIR. BACK SED WHEW LIGHTS 0.00 o m N<riV 91F.0 PAINT 4.00 Uff NEW MATERIAL. T 2,945-00 2,945.001 LABOR LABOR RLrAIR 65 4&W 3,12100 WARRANTY AI.L OUR REPAIRS HAVE 6 MON7H WARRANTY 0.00 0A0 IR ON NORMAL USE.11M WARRANTY DOES NOT CUVER L+iPfiiL.WG£NC£OR POOR MAINIMNANCE RtsPAIR OrnONAL CRASSts S1RECH ] Ir30D.OD 1,800.00 we gmmdo m yosr bmimuitt! ^ Sxtb�l >rr,ipM.00 Sales Tax (9.0%) $265.05 Total 1465 Miller Otive-Cotton,CA 92324 Ofte(909)872-1195•(909)872-1112-Fax(909)072-1100 ( O 11/29/2010 17:15 9093860292 UAL EFF PAGE 07 FAIRVIEW FORD - RETAIL - Work Sheet1 11-29-10 Customer: Stock # : <NEW> Bane Ph#: Purchase: Work Ph#: Trade-In: N/A Salespsn: Bank Price 37.697.00 Accessories .00 Sales Tax 3,392.73 Service Agreement .00 Cash Price 41,089.73 DMV .00 Tire Fee 12.25 Insurance Premiums .00 `fatal Purchase 41.101.98 Trade-In .00 Less Pay-Off .00 Net Trade-In .00 Deferred Down .00 Amount Paid Now .00 Total Dmpayment .00 Amount Financed 41,101.98 CUSTOMER'S ACCEPTANCE 1'1 11/29/2010 17:15 9093860292 VAL EFF PAGE 08 t ' FAIRVIM FORD MEET& TRUCK("TER �', doa w.za sr�wctr. ro.soz�ai� SAN sMNAR01N%QL n41= (M) 386-0281 or Fax: (909)3M.0292 VEHICLE ORDER CONF'IRMTZON 11/29/10 12:55:57 wJ �,. Dealer: F'71156 2011 F-RERIFJ SD Page: 1 of 2 Order No: 0000• Priority. A3 Ord FIN: QC414 Order Type: 5B Price Level: 130 Ord PEP: 660A Craft/Plt Nao: CITY OF SB PO Number: RETAIL RETAIL F5G F550 4X2 CHAS/C $33440 90L PIER EQUIP GROUP $850 169' NHEELHASE TITLE TT MIR-PMA Zl OXFORD WHITE JOB f2 BUILD A VNYL 40/20/40 185 MOLDED OLK STEP 320 8 STEEL 425 50 STATE EMISS kC 660A PREF EQUIP PIM SPARE TIRE/UH,Q 350 .XL TRIM 61J JACK NC 572 .AIR CONDZTICOM NC .AM/tw STWCLX TOTAL BASE AND OPTIONS 37730 99Y 6.8L EFT V10 EN NC 'TOTAL 37730 44T 5-SPD :AUTOMATIC NC TM .225 WW AS 19.5 X8L 4.88 LTD SLIP 360 68H PAYLD PLUS UPGR 1155 195004 GVKR PXG VEHICLE ORDER COHFIR"TION 11/29/10 12:56:35 2011 F-SERIES 9D Dealer: F71155 Order No: 0000 Priority; A3 Ord p=N, Page: 2 of 2 Ord PEP: 660A Cuat/Flt Name; CI�'Y or SB QC414 Order Type: 5S Pricse Level: 130 PC) NuRber: RETAIL RETAIL 62R TRANS PTO PROV $280 65L AFT AXLE PANIC NC 794 PRICE COWMSSN REMRKB TMILM S P DLR AMT ADJ SP FLT ACCT CR NEIL CHARGE 04A Na INV FLT OPT NC PRICED DORA NC DEST AND DELIV 975 TOTAL RASE AND OPTIOMS 3T730 TOTAL 37730 �. a 11/29/2010 17:15 9093860292 VAL EFF PAGE 09 �.. -r 9098721100 p.2 HRIEM.Inc. - Estimate Dab Es*rab 11=010 Sip Nsme/Addmm MY OF$AN DEiCT•TARDIKO lit SOUTH SIERRA WAY SAN BERNARTaM CA 92408 l53 Nam Ds+ra ipQon C1,► Coo Tdw NEW 3 BOXES,BL4-CARRM BODY MOUNTED ON 330 i 004 0.0pC FORD TRLTX NEW c0bAP1HmAt?>7Y I 000 'D-WT INSTALL USED tw-DOWN!N-QUT 1 0.00 0 wr CAIRMR ASSEMBLE W CYLIN ERE NEW MATERIAL 3 4.$80.00 4,l Q 00T LABOR LABOR REPAIR, 143 4LOO 6,M0.00 WARRAMrY AM OUR RPPAMS RAVE-6 MONTH WARRAI%7Y 0.00 080 ON NORMAL USX 11M WARRANTY tX)E:S HOT COVERTEGLkM .'E OR POOR MAM ENANX Weappmeimyoubusbo fl! $uhtc,lt1 fii,7804D sake Tax (9.096) '$437-00 Total st�,tgt 40 1485 MYlar orhm-Colton, CA 92324 QfF=(909)872-1196-(909)872-1112- Fax(909)872-1100 � 3 11/29/2010 17:15 9093860292 VAL EFF PAGE 10 FAIRVIEW FORD - RETAIL - work Sheet 11.29-10 Customer: Stock # <NEW> None Ph#: Purchase: Work Ph#: Trade-In: N/A Salespsn: Bank Price 41,796.00 Accessories .00 Sales Tax 3,761.64 Service Agreement .00 Cash Price 45,557.64 OMV .00 Tire Fee 12.25 Insurance Premiums .00 Total Purchase 45.569.89 Trade-Its .00 Less Pay-Off .00 Net Trade-In .00 Deferred Down .00 Amount Paid Now .00 Total Downpayment .00 Amount Financed 45.569.89 CUSTOMER'S ACCEPTANCE i =Neeraas r�eeereee+; f e AVL e WODAVIT 0 r � 909 W.21 st St,• P.O,Box 501 www.crestchevy.com , e San Bernardino,CA 92402-0501 ' t Phone(909)883-8833 ; FAX (909)886-4418 r ireeeereeeN�eeeeeeeee FEBUARY 9,2011 DON JOHNSON CITY OF SAN BERNARDINO 182 S SIERRA WAY SAN BERNARDINO SUBJECT: SCHWARZE M-6000CNG AS PER OUR CONVERSATION CREST CHEVROLET WILL HANDLE THE DMV PAPERWORK ON THE SCHWARZE M-6000 CNG FOR $250.00. THIS IS A LIST OF THE CHARGES FROM KELLY THE FEE FOR THE DMV PAPERWORK, AND THE CALIFORNIA STATE TIRE FEE FOR EACH UNIT. BASE PRICE 293,873.00 SALES TAX 26,448.57 SUB TOTAL 326,321.57 TIRE FEE 17.50 CREST CHARGE FOR DMV PAPERWORK 250.00 PLEASE CALL ME IF YOU HAVE ANY QUESTIONS. THANK YOU 1 DANNY ZANK FLEET MANAGER Factory Authorized Sales and Service Attachment "2„ SALES SERVICE PARTS RENTALS j 1884 WOODLAWN STREET,UPLAND,CA 91786 TEL.909.920.4557 FAX.909.920.4558 TF.800.288.7933 IprTteflt WWW.KELLYEQUIPMENT.COM SUPPORT@KELLYEQUIPMENT.COM PROPOSAL Contact: Leon Schrader Proposal Date: 7-Feb-2011 Terms: COD or Finance Company:City of San Bernardino Created By: S.McEtvy Status: New Order Address:300 N.D Street Manufacturer: Schwarze Delivery: 60-120 Days ARO City,State Zip: San Bemardino CA 92418 Unit Model: M-6000CNG Stock#: Order Telephone: Chassis/Tractor: Stetting Actera Expires: 30-Days Fax- FOB Point: Upland,CA E-Mail Address: Special Instructions: Unit Specifications Model: New Schwarze M-6000CNG 5.0 Cubic Yard High Dump Hopper Single Engine Design Dump Height 16-Inches to 138-Inches Variable Conveyor Type Elevator with Chain and Sprocket Drive Squeegee 14,000 Its,Hopper Lift Capacity 584nch Main Broom Dual 444nch Gutter Brooms Pneumatic Main Broom Pattern Control,In Cab Adjustment Dual Gutter Broom Tilt,Hydraulic,In Cab Control 3-Way Positive Elevator Adjustment Pneumatic Gutter Broom Down Pressure Control Elevator Jam Alarm and Indicator 300-Gallon Water Storage Tank 35-Gallon Hydraulic Reservoir Front Mounted Spray Bar Dual Gutter Broom Flood Lights Main Broom Spray Bar Rear Mounted Main Broom Flood Lights Gutter Broom Spray Bar(s) Rear Mounted Strobe Beacon with Guard Water Level Gauge In Cab Cab Mounted strobe Beacon with Guard 12-Votl Electric Water Pump Standard 12-Month Warranty ACIMD Rule 1186 and 1186.1 Certified(PM-1D Certified) Paint Standard White Tractor Specifications Model:2009 Sterling Actera Conventional Chassis Cummins 8.9 Liter CNG Engine 133-Inch Whoel Base Conventional Chassis Allison RDS-3500 5-Speed Automatic Transmission Dual Steering and Controls 33,1000 ibs,GVWR Chassis Dual Air Ride Seats Air Conditioned Cab Cruise Control AM/FM/CD Stereo Air Brakes 2-Speed Rear Axle Grey Vinyl Interior Chalmers Rear Suspension System Standard 2-Year Unlimited Mile Chassis Warranty Paint Standard White Standard 3-Year Transmission Warranty 24-Month Towing Warranty,Sterling Chassis Warranty:Allison Transmission,5-Years Auto Lube System Warranty:Cummins Engine,5-Years,300,000 Miles Optional Equipment Available Included with Proposal On Site Service and Operator Training No Charge Safety Camera System,Right and Rear Cameras Below On Site Warranty Repair Sweeper No Charge Unit Pricina: Unit Price: S 294,913.00 Other: San Bernardino Pricing Structure R3435 $ (8,990.00) a Other:Camera System Option $ 2,450.00 Unit Total: $ 288,373.00 Freight,Delivery and PDI $ 5,500.00 Documentation Fee: $ State Tire Tack,Per Tire 8 $115 $ 10.50 California State Sales Tax: 6.7590 Rate $ 25,232.64 Total Price FOB Destination 319,116.14 Financing Pronnsal Lease or Loan: Amount to Finance: $ Down Payment $ Length of Term: Lease Residual: $ Doc Fee $ Proposed Lender: Interest Rate: Monthly Payment: $ Plus Tax Order Tents and Conditions Price valid for 30 days unless otherwise stated above.Terms are COD or proper execution of financing arrangement. In stock units are subject to prior sale. Delivery terms are best estimates and subject to delays beyond our control Financing terms provided for budgetary purposes only and are subject to credit approval. New equipment is offered with all standard factory warranties. Additional warranties maybe available but are not part of this proposal unless otherwise stated. Multi unit or specific unit discounts may require purchase of one or more units. A 15%non-refundable security deposit is required for all special order equipment Kelly Equipment Customer Signature Signature Name Name Title Title a C 00py I RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO FAIRVIEW FORD OF SAN 4 BERNARDINO, PURSUANT TO SECTION 3.04.010-113 OF THE CITY OF SAN BERNARDINO MUNICIPAL CODE FOR THE PURCHASE OF FIVE REFUSE 5 TRUCKS, TWO FLATBED TRUCKS, ONE BIN CARRIER TRUCK AND AWARD A LEASE-PURCHASE AGREEMENT TO PINNACLE PUBLIC FINANCE. 6 7 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to 9 10 execute on behalf of said City an Agreement between the City of San Bernardino and Fairview 11 Ford, a copy of which is attached hereto, marked Exhibit "A" and incorporated herein by 12 reference as fully as though set forth at length. 13 SECTION 2. This purchase is exempt from the formal contract procedures of Section 14 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code "Purchases 15 approved by the Mayor and Common Council". 16 17 SECTION 3. That Fairview Ford has offered a purchase price of$1,740,865.25 18 including tax for(5) Year 2011 AUTOCAR ACX64 chassis and refuse bodies with LNG 19 conversion, (3) 2011 F-550 chassis with two flatbed and one bin carrier conversions. 20 Pursuant to this determination the Finance Director or her designee is hereby authorized to 21 issue a purchase order to Fairview Ford of San Bernardino, in the amount of$1,740,865.25, 22 which will facilitate the procurement of the (8) vehicles; and award a bid for lease purchase 23 financing to Pinnacle Public Finance. 24 25 26 /// 27 r I 28 j i E i 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND 3 ISSUANCE OF A PURCHASE ORDER TO FAIRVIEW FORD OF SAN BERNARDINO, PURSUANT TO SECTION 3.04.010-133 OF THE CITY OF SAN 4 BERNARDINO MUNICIPAL CODE FOR THE PURCHASE OF FIVE REFUSE TRUCKS, TWO FLATBED TRUCKS, ONE BIN CARRIER TRUCK AND AWARD A 5 LEASE-PURCHASE AGREEMENT TO PINNACLE PUBLIC FINANCE. 6 SECTION 4. The Purchase Order shall reference this Resolution Number and shall 7 read, "Purchase of five (5) Year 2011 Autocar ACX64 chassis to include refuse bodies and 8 LNG fuel conversion, (3) 2011 F-550 chassis to include two flatbed and one bin carrier bodies. 9 10 P.O. not to exceed $1,740,865.25" and shall incorporate the terms and conditions of the 11 Agreement. 12 SECTION 5. That Pinnacle Public Finance provided the lowest rate quote for the lease- 13 purchase of a five (5) Autocar ACX64 chassis to include refuse bodies and LNG fuel 14 conversion, three F-550 chassis with two flatbed and one bin carrier bodies marked Exhibit 15 "B". Pursuant to this determination the Director of Finance is hereby authorized to execute 16 lease-purchase documents with Pinnacle Public Finance. 17 18 SECTION 6. The authorization to execute the above referenced Purchase Order and 3 19 agreement is rescinded if not issued within sixty(60) days of the passage of this Resolution. I ' 20 21 22 23 24 25 26 28 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF A PURCHASE ORDER TO FAIRVIEW FORD OF SAN 3 BERNARDINO, PURSUANT TO SECTION 3.04.010-133 OF THE CITY OF SAN BERNARDINO MUNICIPAL CODE FOR THE PURCHASE OF FIVE REFUSE 4 TRUCKS, TWO FLATBED TRUCKS, ONE BIN CARRIER TRUCK AND AWARD A LEASE-PURCHASE AGREEMENT TO PINNACLE PUBLIC FINANCE. 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 7 and Common Council of the City of San Bernardino at a meeting thereof, held 8 on the day of , 2011, by the following vote,to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ 11 VACANT 12 BRINKER 13 14 SHORETT 15 KELLEY 16 JOHNSON 17 MCCAMMACK 18 19 20 Rachel G. Clark, City Clerk 21 The foregoing resolution is hereby approved this day of 22 2011. 23 Patrick J. Morris, Mayor 24 City of San Bernardino 25 Approved as to form: 26 es F. Penman, City Attorney 27 28 VENDOR SERVICE AGREEMENT 1 This Vendor Service Agreement is entered into this 7th day of March 2011, by and 2 between Fairview Ford ("VENDOR") and the City of San Bernardino ("CITY" or "San 3 4 Bernardino"). 5 WITNESSETH: 6 WHEREAS,the Mayor and Common Council have determined that it is in the best 7 8 interest of the CITY to contract for the purchase of five (5) 2011 AUTOCAR ACX64 chassis 9 and refuse bodies with LNG fuel conversion, three F-550 chassis with two flatbed and one bin 10 carrier bodies; and 11 WHEREAS, the City of San Bernardino has determined that vendor possesses the 12 professional skills and ability to provide said services for the City; 13 NOW, THEREFORE,the parties hereto agree as follows: 14 15 1. SCOPE OF SERVICES. 16 For the remuneration stipulated in paragraph 2, San Bernardino hereby engages the 17 services of VENDOR to provide those products and services as set forth in its proposal dated 18 December 16, 2010, attached hereto, marked Attachment "1" and incorporated herein by this 19 reference as fully as though set forth at length. 20 2. COMPENSATION AND EXPENSES. 21 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 22 23 pay the VENDOR up to the amount of$1,740,865.25 to provide and perform those 24 products and services described in Section 1 above. 25 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 26 27 28 Exhibit"A" -1- E 6 I 1 3. TERM. 1 The term of this agreement shall be for a period of one (1) year. 2 This Agreement may be terminated at any time by thirty (30) days prior written notice 3 by either party. The terms of this Agreement shall remain in force unless amended by written 4 agreement of the parties executed on or before date of expiration of current term of the 5 agreement. 6 4. INDEMNITY. 7 8 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, 9 agents or representatives, free and harmless from all claims, actions, damages and liabilities of 10 any kind and nature arising from bodily injury, including death, or property damage, based or 11 asserted upon any or alleged act or omission of Vendor, its employees, agents, or 12 subcontractors, relating to or in any way connected with the accomplishment of the work or 13 performance of service under this Agreement, unless the bodily injury or property damage was 14 15 actually caused by the sole negligence of the City, its elected officials, employees, agents or 16 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its 17 own expense, including attorney's fees the City, its elected officials, employees, agents or 18 representatives from any and all legal actions based upon such actual or alleged acts or 19 omissions. Vendor hereby waives any and all rights to any types of express or implied 20 indemnity against the City, its elected officials, employees, agents or representatives, with 21 22 respect to third party claims against the Vendor relating to or in any way connected with the 23 accomplishment of the work or performance of services under this Agreement. 24 5. INSURANCE. 25 While not restricting or limiting the foregoing, during the term of this Agreement, 26 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 27 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 28 Exhibit "A" -2- worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 1 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 2 additional named insured in each policy of insurance provided hereunder. The Certificate of 3 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 4 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any 5 change or termination of policy. 6 6. NON-DISCRIMINATION. 7 8 In the performance of this Agreement and in the hiring and recruitment of employees, 9 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 10 discrimination in employment of persons because of their race, religion, color, national origin, 11 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or 12 sexual orientation, or any other status protected by law, except as permitted pursuant to Section 13 12940 of the California Government Code. 14 7. INDEPENDENT CONTRACTOR. 15 16 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 17 purposes VENDOR shall be an independent contractor and not an agent or employee of the 18 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 19 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 20 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 21 employees, and all business licenses, if any are required, in connection with the services to be 22 23 performed hereunder. 24 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 25 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 26 certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits, 27 28 Exhibit"A" -3- qualifications, insurance and approval of whatever nature that are legally required of VENDOR 1 to practice its business or profession. 2 9. NOTICES. 3 Any notices to be given pursuant to this Agreement shall be deposited with the United 4 States Postal Service, postage prepaid and addressed as follows: 5 TO THE CITY: Public Services Director 6 300 North "D" Street San Bernardino, CA 92418 7 Telephone: (909) 384-5140 8 TO THE VENDOR: Fairview Ford Sales Inc. 9 808 West 2nd Street San Bernardino, CA 92412-5516 10 Telephone: (909) 386-0281 Attn: Todd Eff 11 12 10. ATTORNEYS' FEES 13 In the event that litigation is brought by any party in connection with this Agreement, 14 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, 15 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 16 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 17 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 18 19 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 20 fees" for the purposes of this paragraph. 21 11. ASSIGNMENT. 22 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 23 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 24 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 25 and shall constitute a breach of this Agreement and cause for the termination of this 26 27 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR 28 Exhibit"A" -4- of VENDOR's obligation to perform all other obligations to be performed by VENDOR 1 hereunder for the term of this Agreement. 2 12. VENUE. 3 The parties hereto agree that all actions or proceedings arising in connection with this 4 Agreement shall be tried and litigated either in the State courts located in the County of San 5 Bernardino, State of California or the U.S. District Court for the Central District of California, 6 Riverside Division. The aforementioned choice of venue is intended by the parties to be the 7 8 mandatory and not permissive in nature. 9 13. GOVERNING LAW. 10 This Agreement shall be governed by the laws of the State of California. 11 14. SUCCESSORS AND ASSIGNS. 12 This Agreement shall be binding on and inure to the benefit of the parties to this 13 Agreement and their respective heirs, representatives, successors, and assigns. 14 15. HEADINGS. 15 16 The subject headings of the sections of this Agreement are included for the purposes of 17 convenience only and shall not affect the construction or the interpretation of any of its 18 provisions. 19 16. ENTIRE AGREEMENT; MODIFICATION. 20 This Agreement constitutes the entire agreement and the understanding between the 21 22 parties, and supercedes any prior agreements and understandings relating to the subject manner 23 of this Agreement. This Agreement may be modified or amended only by a written instrument 24 executed by all parties to this Agreement. 25 /// 26 /// 27 28 Exhibit"A" -5- 1 VENDOR SERVICE AGREEMENT FAIRVIEW FORD SALES INC. 2 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day 4 and date set forth below. 5 Dated: 2011 Fairview Ford Sales, Inc. , 6 By: 7 8 9 Dated 32011 CITY OF SAN BERNARDINO 10 By: Charles E. McNeely, City Manager 11 Approved as to Form: 12 By: 13 James F. Penman, City Attorney 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit"A" -6- Attachment "1" Fairview Ford Sales, Inc. P.O.Box 5516 SAN BERNARDINO,CAUR 92412 Telephone(909)884-9261 December 16, 2010 City of San Bernardino Fleet Division 182 S. Sierra Way San Bernardino, CA. 92408 RE: Purchase of(5)Autocar Refuse Trucks Dear Mr. Johnson, Here is the breakdown for the above referenced purchase:, 1 Roil Off @ $221,712.00 each. $221,712.00 2 Front Loaders @ $282,649.00 each. $565,298.00 2 Autoloaders @ $345,600.00 each. $691,200.00 Doc and Handling Fee $2250.00 TOTAL $1,480,460.00 Sales Tax(9%) $133,241.40 Fed Excise Tax EXEMPT DMV $375.00 Ca.Tire Fee $105.00 GRAND TOTAL $1,614,181.40 Thank you for this opportunity, Todd Eff ' Commercial Fleet Manager Fairview Ford i i r prep�nd 8y MMY BALTON P�ps�1 Pa�Oi"I JORNSON Aa l C7FF 4 QiY t1F SAN D�NA,RD�to Q1>vts td: ALBGtXLR �,he NYlmba:()Qp11564 11/18/7AlQ Quote Summary All figures tue 10 U5"-'M Canadian dea►lera tequire Canadian dollars SAGO 210TAI EQUIIMva Re L C x$,711 ACX4A ELIWT HAtMIWM CAD 430 AbWIVKALFMCUAZ0DcUVEkAfMs 0 IIPA 97RCMAAOE 6111 ,AZ1T WALFRIJMAWUXr ZNT 0 7+ACr(WY COMRACT MOMWATM 0 SUE CEWPq ACT Fkwawr 0 LATECAWCE T-ATORTIMB 0 AD AL SURCK"CE 1,430 FRM06T 1 QUANTrrY 221,713 221,712 TUTALFAJDUENrPKBM (d) TRADE TN FAA TOTAL p2Ym it CZEAWJRS 0 PET 0 TAT AMaUw 1 MAt. 0 0 6TK19 TAXVTHM FM T'DTAL.QTlUM L1psMn.rr S`idr�►r S( / 'T j�pts Tku+r Noreolha 11,2010 p,;cetsrd:Zp[p0�3�1t11A TI0N1:39PMPST a E0 3Jdd J33 OVA ZGZ0986606 Lb:bT TTaZ/11/Z0 1 Pip red a JERRY DALTON Ag�tod A BE J(ARDWN 1 CQ'Y�SAN B�tNARDIDIO IDMVW Numb=;Q0012561 1.111$/2010 Quote Summary All figures am in US dallara --- Canadian dealm"Note Canadian dollars fwupmyyrr C-p 1 L nA noR _ rAca x+vrat , ACX" SMKZi E owT HAM?MvE rAa ADVn-XKALPURCAAM COVMUM 4M $PI►S(]MMAROB 0 ADMIONAL PRVM ADJUMMM 148 PACPOAY CONfkACT MOOD:1&'MN 0 GUIVMCU17'MACTKIIBURT 0 LATMAWCM-LATRk7 PM U AbDrnoKAL SURCHARGE 0 PiIIGST 1,950 GUANTTCY 2 TOTALBqUTPR](z 2II1d49 565,297 TRADE IN (� OTBEK CHAIKJn FACl4 7WAL "IT 0 POT AMOU14T TOTAL 0 rrATETAX/O'1fi8RPM 0 U TOTAL QuurB 34Sr'97 Si L`�um�we�si(I�eNY bow �. Fries Lcvel:20I00�232Q11A '[bunchy,Nvvanbet 1s,2010 2: 39 P�fgr >' 1 of 1 i0. 3 ZG AA3 OVA Z6Z098C606 Lb:bZ ZZOZ/ti/ZO p�epwred$Y JFJCRX DAL[dN Plod For DON NAPJXNN Q�e Id:QALCQTR/S4 [�[Y�SAN BBkNAADQdo Qlwce NOm�:QOOIZS6Ci 11/18x1010 Quote Summary All figures am in us dallara Canadian dcalcrs ragnitt Canadian dollars EQVJ?MENT SAM MAL ACR64 .S�S96 SUWX8 RIGHT RkM bRM CAN ADbIT MALPOKCHA8®GWBiAGES 4!0 0 ErA SUWHAROB AbDrrWKAL VKKX ADNnW0&NT t t+ACTORY CattYACT MODOICATMN 0 aUTsnx c0N'TR ACT'FTLm0wT 0 LATECA?ACMLAT"VM 0 ADDIIIQNAL SUROIARIZ 0 P1ZE309T 11930 QUAW TY 6 IWAL EQUOWENT rg 3�S td10 ) TRAMP( � ormumAximm K4CE ftffAL mr 0 PST AMOUNT WrAL 0 S tATE TAXIC"M PM 0 U TOTAL QUOTE X73 S99 +C � e Cuttont[►3� bate Dote price Lxvel:Wl0062=11A Novemhtr 16,2010 Pale 1 of 1 2333 PM EST Y TO 3Jdd 333 -IVA Z6Z098E606 Lb:tbT TTOZ/TT/ZO City of San Bernardino public Sei vices Department Fleet Division A utocar New Truck Enhanced 'Warranty/Service Package Fora :of turd:dais froaa the pua�ase da d an�F oov i warrantable Mum nftded OW afta (WCCPtW by tine Ye peotive. faaitaerjwt�i be either;repaired at*ft aoWons siW by or, uA rVair,ed and 4elivcrO ba*t�6the wsbowear by, __:_;.�..�.�,._. tov ; � aid rbgai�aci. The on pis a repaid e and I or towing for the covorod••topairn will be at do.o0s€to the customer, in the event that the requested repair is dor aed warranter WWpensation by the rOTettive nzaW&C u w,tis n the cost fiwd eprovtded service will be billed to the cuMmer. All decisions©qa ce ning whether to repair at c ustGer site,shuttle the gait or tow wig be made at the sole O6avtixu of y . This oovezage applies to all covered chassis and power train warranties,LNG fuel system,and Medme Leak Deteefion Systems and is hnutod'ta the duzaWd of the wan(aidY amerage by the respective OW Note:The refuse coilecuon body,its controls and acoessorieswe not hwhaded or eoverad by this Padmir- k The Mxdme Leak.Deteadoia System on the vehicles will be acted at the s kKaticv,a nunimm of three times per year in scow dwDe with CHP tip 13 recp,iuew uts and a"Validation Fore farm myviM for any eompiisttt vWde. This Sericewdibyp by daRt4t4SeVICC- * •(Or an agent appoiatW by )sad will Spat a#the pardmwe Date of the vebiclo and conthm for a 2-year peria& 'I7aa a wf be no cost to the awomer fir the ➢ At or years from the yw chase of the vehicle,*LNG tank:wif t be"re- �. This service will be paf c awd by t_!-�' (or all *gat appoioisd by______ _::)A Do Cost W the CUMOB er for the'""-Vac" pwoeduce. -- --— _ AFV Scott Lucero Genenu Manager FLEET SERVICE A fA6 lwdurts(as Canrpatty 14642 Rancbc Vista Or MerLocaltorss: Fontana CA,92335 Anniskm,AL Tel'(909)350-7500 (877)520-8090 Fax.(909)350-9852 Nashville,TN CO.(909)917-8026 (615)301-5300 sluceroQ1abind.corn w jli abin"cone, 11/29/2010 17:15 9093860292 VAL EFF PAGE 02 FAMVMWFORD R LtM Q TRUCK CK CAtLNM we w.2od s-rRm PAX Rn 5516 SAN ZZMARDINOt CA.92412 (909) 386-0281 or Fax: (909) 386-0292 VEHICLE ORDER CONFIRMATION 11/29/10 12:52:25 �> Dealer: F71156 2011 F-SERIES ED Page: 1 of 2 Order No: 0000 Priority: A3 Ord FIN: QC414 Order Type: -5H Price Level: 130 Ord PEP: 660A Cult/Flt Name: CITY OF SB PO Number: RETAIL RETAIL, F$G F550 4X2 CHAS/C $33515 90L PWR WIP GROUP $850 201" WHEELBASE TELE TT MIR-PKR Z1 OXFORD WHITE JOB $2 BUILD A VNYL 40/20140 18B MOLDED BLX STEP 320 S STE1;L 425 50 STATE MISS NC 660A PREP EQUIP PM SPARE TIRE/W= 350 .XL TRIM 61J JACK NC 572 .AIR CONDITIONER NC .AM/EM STER/CLR TOTAL BASE AND OPTIONS 37525 99Y 6.8L EFI V10 EN NC TOTAL 37525 44T 5—SPD AUTOMATIC NC TFB .225 BSW AS 19.5 X8L 4-88 LTD SLIP 360 GOM PAYLU PLUS UPGR 1155 19500$ 0M PXG VEHICLES ORDER CONFIRMATION 11/29/10 12:52:32 Dealer: F71156 2011 F-SERIES SD Page: 2 of 2 Order No: 0000 Priority: A3 Ord FIN: OC414 Order Type: 53 Price Level: 130 Ord PEP: 660A'CuBt/Flt Name: CITY OF SB PO NSF: RETAIL RETAIL, 65Z AFT AXLE TANK NC 794 PRICE CONCESSN REMMUCS TPAILER SP OLR ACCT AW SP FLT ACCT CR FUEL CHARGE 34A N= INV FLT,bPT NC PRICED DORA NC DEBT AND DELZV 975 TOTAta BASE AND OPTIONS 37525 TOTAL 37525 11/29/2010 17:15 9093860292 VAL EFF PAGE 03 9098721100 p.3 3 I 1 t HUM Inc. Estimate 11f�3l1h10 wont!Address CITY Of:'saw U104ARMO IC 90M SIFMA WAY SAN FIERNAROM CA92WA pmod teem Cost Taml REMOVE WOOD STAKE BODY FROM SERVtC.6TRUCK t51, 000 0.0Ur AND NSI'N.LED ON NEW FORD TRUCK REPLACE NEW WOOD STAKES 0Aa 0.001' NEW 86D FAINT 1 0100 OAW NEW MATERIAL 1 2,380 00 2,.360.wr L RM LA.DOR REPAIR 53 48.00 2.640.00 WARRANTY ALL OUR REPATAS HAVE 6 MONTH WARRANTY ON NORMAL USLIMS WAR&WN DOES NOT CDVER WELL j(MCE Olt.FWK MADITENANCE REPAM OVn(WAL CHASSIS ST TECH I 1.300.00 We apprccia0e yar brrYna�dit! SubtDbll *moo Sol"Tax (9.0%) $214.20 Toil sr,ouso 1465 Miller Ddve•C01t0n,CA 92324 C)ftlCe(906)872-11 S5 •(909)872-1112•Fax(NO)872-1100 7 11/29/2010 17:15 9093860292 VAL EFF PAGE 04 FAIRVIEW _ 11-29-I0 AIRVIEW FORA RETAIL Work Sheet Customer: Stock # : <NEW> Home Ph#: Purchase: Work Phi: Trade-In: N/A Salespsn: Bank Price 36,697.00 Accessories .00 Sales Tax 3,302.73 Service Agreement .00 Cash Price 39,999.73 OMV .00 Tire Fee 12.25 Insurance Premiums .00 Total Purchase 40,011.98 Trade-In .00 Less Pay-Off .00 Net Trade-In .00 Deferred Down .00 Amount Paid Now .00 Total Downpayment .00 Amount Financed 40,011.98 CUSTOMER'S ACCEPTANCE 11/29/2010 17:15 9093860292 VAL EFF PAGE 05 FAMVMW FORD FLEET& TRUCK CEN'TE�t M W.2W STRM PAx bn 5516 "N DERNARDYND,CA.9.2412 (909) 386-Mi or Fu: (909) 386-0292 VEHICLE ORDER CONFIMATIOM - 11/24110 12:53:49 Dealer: F71156 2011 F-SERIES SD Page: 1 of 2 Order No: 0000 Priority: A3 Ord FIN: QC414 Order Type:Ord PEP: 660A Cust/P1.t M4=: CITY OF Ss 'SS Price Level; 130 ' PO Number: RETAIL RETAIL F5G F550 4X2 CHAS/C 033515 90L FWR BWIp GROUP 0850 201" wHEtuaA$E TE X TT KM-PWR Zl OXFORD WHITE JOB i2 $0'ILp A VNYI, 40/2Q/40 18B FIOMED BLK snp 320 S STEEL 425 50 STATt j04ISS MC 660A PREP Eoulp pXG SPARE TIRE/NHW 350 .XL TRIM- 61J JACK NC 572 .AIR CONDITIORER HC .AWIN STER/Cm TOTAL BASE AND OPTIONS 37525 99Y 6.8L EFI V10 EN MC TOTAL, 37525 44T 5-9PD AU'IOMTIC NC TFB ,225 BSU AS 19.5 X8L 4.88 LTD SLIP 360 68M PAYLD PLUS UPGR 1155 195009 GVWR PIM VCHICLE ORDER CONFIRMATION 11/29/10 12;53:56 Dealer: F71156 2011 F-SERIES SD Page: 2 of 2 Order No: 0000 Priority: A3 Ord FIN: OC414 Order Type: 5B Price Level: 130 Ord PEP: 660A Cuai./Flt Moe; CITY OF SS PO Number: RETAIL RETAIL 65Z AFT AXLE TANK MC 794 PRICE CONCE$5N REMM TRAILER SP DLR ACCT ADJ SP FLT ACCT CR FUET. CHARGE B4A NET INv FLT oft NC . PRICED DORM NC DEST AND DELIV 975 TOTAL BASF: AND OPTIONS 37525 TOTAL 3525 11/29/2010 17:15 9093860292 UAL EFF PAGE 06 vuwardi 1w p.2 HREM inc. Estimate Dlde Eaffson# 11l23�014 349 Name 1 Address CITY OF SAS!BE30IARMO 192 SOLM SMBxtRA WAY SAN BERNARDINO CA 9¢2404 Pr*a hem :tea^ Qtr Cast Totw REMOVE WOOD STAKE BODY FROM SERVICE TRUCK Sz 0.00 4.00r 'AND INSTALLED ON NEW FORD 11LIXX RBPLACE wnw WOOD STAKES 0.00 4-00r REPLACE NEW HYDRA IC Moron 0.00 O.QOT AFFAIR BACK BED WINEW LIGHn 0.00 0-00 NEW BED?AM 0.40 CA" NEW MATERIIAL. 1 2,945-00 2,943.4C1T LABOk LAHOk REPAIR 65 411.00 3,12140 WARRANTYY ALA.OUR REPAIRS HAVE 6 MONTR WARRANTY 0.00 0100 ON NORMAL US&nI1S WARRANTY DUES NOT OOVfR.NDG JGENCEORPOOR.MADMNANC,E REPAIR OrnONAL CHASSIS STRECH l 1,300.00 I,t 6.00 WeWPMdOX yvwbming- IM Ruth w 37,365.00 Sol" Tax 49.0%) 065.05 Total 1465 Miller Drtve•Cotton,CA 9237A Offtos(908)872-1195•(909)872-1112•Fax(9M)672-1100 I ( t7 I 11/29/2010 17:15 9093B60292 VAL EFF PAGE 07 FAIRVIEW FORD - RETAIL - Work Sheet1 11-29-10 Customer: Stock # : <NEW> Home Ph#: Purchase: Work Ph#: Trade-In: N/A Salespsn: Bank Price 37.697.00 Accessories .00 Sales Tax 3,392.73 Service Agreement .00 Cash Price 41,089.73 DMV .00 Tire Fee 12.25 Insurance Premiums .00 Total Purchase 41.101.98 Trade-In .00 Less Pay-Off .00 Net Trade-In .00 Deferred Down .00 Amount Paid Now .00 Total Downpayment .00 Amount Financed 41,101.98 CUSTOMER'S ACCEPTMtCE 3 d]3 4 f _3 �1 08 11/29/2010 17:15 9093860292 VAL EFF PAGE p i I (4153) i F)URVIW FORD FLEET do TRUCK CF,I�i'lR eoa w.x.a sra�sr• PAX x"5516 SAN NERNA"INOt OL 92412 (9a9) 386-Ml or Fax: (909)386-0292 VEHICLE ORDER CONFIRMRTION 11/29/10 12:55:57 �> Dealer: F71156 2011 F-3I:RIES $D , Page: I of 7 Order No: 0000 Priority: A3 Ord FIN: QC414 Order Type: 58 Price Level: 130 Ord PEP: 6601 Cu*t/Plt Name: CITY OF SO PO Number; RETAIL RETAIL F5G F550 4X2 CHAS/C $33440 90L PNPI EQUIP GROUP $850 109' MHEELRASE TZLE TT KIR-PWR 81 OXFORD NHIT6 JOB 42 BUILD A VNYL 40/20/40 1815 VOLDED WX STEP 320 8 STEEL 425 50 STATE EMISS NC 660A PREF EQUIP PRIG SPARE TIRE/NHLQ 350 .XL TRIM 61J JACK NC 572 .AIR CONDITIMW NC .AM/vW STWCLK TOTAL BASE AND OPTIONS 37730 99Y 6.$L EFI V10 EN NC TOTAL 37730 44T 5-SPD AUTOMATIC NC TLS .225 .Bsu AS 19.5 XOL 4.88 LTD SLIP 360 68th PAYLD PLUS DPGR 1155 195004 GV19R PEG VEHICLE ORDER CONFIRNATIOii °> 11/29/10 12;56:35 2011 F-s&IE'SD Oder: F'71156 Order No: 0000 Priority: A3 Ord FIN, Pages 2 of 2 Ord PEP: 660A Cast/Flt Name; Cray OF SB QC414 Order Type: 5B Price Level; 130 PO Number: RETAIL RETAIL 62R TRANS PTO PROV $280 65Z AFT AXLE PANIC NC 794 PRICE CorXESSN ARKS TRAIIM 9P DLR ACCT AW SP rLT ACCT CR FUEL CHARGE ?/ 84A NET INV FLT OPT NC PRICED DORA NC DEST AND DELiv 975 TOTAL HAWSE AND OPTIONS 3730 TOTAL 37730 11129 2010 17.15 9093860292 VAL EFF PAGE 09 _L ._ .�...,. .L. 9098721100 p.2 i RREMI=. Estimate 11/Z3am 330 CT Y W SAKDERNARDINO 182 SOUTH SlRRRt1 WAY SAN BERXARI)M CA 92409 4+ 15'3 11�m Deraripefon 0141 Cort TOW mw 3 8000S.$L4-CARRIER BODY MOUNTED ON 550 i CLOD a00T FORD MUCK NEW 0.00 O.00T INSTALL USED Up-DOWN RV-Qur 1 0.00 O.Wr CARRIER ASSEMBLE W/iCYL1NDERS NEW MATERIAL 1 a aao oo b QOz LABOR LABOR WAiR 145 4LOO 6'%%.00 WARRANTY ALL OUR RB!PAM HAV9.6 MOMCH'a A RRAA' Y 0.00 O.AO ON NORMAL USE THIS WARRANN DOES NOT COVER TF.Q AWEEORPOORMAW NAB we yow busbvM111 $ubb tl f i 1,780.00 Salle Tax (9.0X) $432-00 Total =12.L92 00 1465 MWw Drive -Calton,CA 92324 _ Offiae (909)872-1195•(909)872-1112•Fax(909)872.1100 - � 3 11/29/2010 17:15 9093860292 VAL EFF PAGE 10 FAIRVIEW FORD - RETAIL - Work Sheet 11-29-10 Custaaer: Stock # <NEW> Hare Ph#: Purchase: Work Ph#: Trade-In: N/A Salespsn: Bank Price 41,796.00 Accessories .00 Sales Tax 3,761,64 Service Agreement .00 Cash Price 45,557.64 0MV .00 Tire Fee 12.25 Insurance PremiLins .00 Total Purchase 45.569.89 Trade-In .00 Less Pay-Off .00 Net Trade-In .00 Deferred Down .00 /mount Paid Now .00 Total Downpayment .00 Amount Financed 45.569.89 CUSTOMER'S ACC PTANC S '� Pinnacle Public Finance A BankUnited Company MASTER EQUIPMENT LEASE PURCHASE AGREEMENT Cis Master Equipment Lease Purchase Agreement dated as of March 11,2011 and entered into between Pinnacle Public Finance, Inc., a Delaware corporation ("Lessor"), and City of San Bernardino, a body corporate and politic existing under the laws of the State of California("Lessee"). 1. Agreement. Lessee agrees to lease from Lessor certain bidding requirements as may be applicable to this Agreement "Equipment" as described in each Equipment Schedule(Exhibit and each Lease and the acquisition by Lessee of the Equipment A),which together with a Rental Payment Schedule(Exhibit A- as provided in each Lease; (e) during the Lease Term, the 1) constitute a"Schedule", subject to the terms and conditions Equipment will be used by Lessee solely and exclusively for the of and for the purposes set forth in each Lease. Items of purpose of performing essential governmental or proprietary equipment may be added to the Equipment from time to time by functions of Lessee consistent with the permissible scope of execution of additional Schedules by the parties hereto and as Lessee's authority; (f) Lessee will annually provide Lessor with otherwise provided herein. Each Schedule and the terms and current financial statements, budgets,proof of appropriation for provisions of this Agreement (which includes all exhibits the ensuing Fiscal Period, and such other financial information hereto, together with any amendments and modifications relating to the ability of Lessee to continue each Lease as may pursuant thereto)which are incorporated by reference into such be requested by Lessor; and (g) Lessee has an immediate need Schedule shall constitute a separate and independent lease and for the Equipment listed on each Schedule and expects to make installment purchase of the Equipment therein described and are immediate use of the Equipment listed on each Schedule. referred to herein as a"Lease". 4. Tax and Arbitrage Representations. Lessee hereby 2. Term. The"Commencement Date" for each Lease is the represents as follows: (a) the estimated total costs of the date when interest commences to accrue under such Lease Equipment listed in each Schedule will not be less than the total which date shall be the earlier of (i) the date on which the principal portion of the Rental Payments listed in such Rental Equipment listed in such Lease is accepted by Lessee in the Payment Schedule; (b) the Equipment listed in each Schedule manner described in Section 11, or (ii) the date on which has been ordered or is expected to be ordered within 6 months sufficient monies to purchase the Equipment listed in such of the Commencement Date, and all amounts deposited in ,WLease are deposited for that purpose with an escrow agent, or escrow to pay for the Equipment, and interest earnings, will be i) the date sufficient monies are set aside for acquisition of expended on costs of the Equipment and the financing within 3 quipment as evidenced in Exhibit D, if applicable. The years of Commencement Date; (c) no proceeds of any Lease "Lease Term" for each Lease means the Original Term and all will be used to reimburse Lessee for expenditures made more Renewal Terms therein provided and for this Agreement means than 60 days prior to the Commencement Date or, if earlier, the period from the date hereof until this Agreement is more than 60 days prior to any official action taken to evidence terminated. The "Original Term" means the period from the an intent to finance; (d) Lessee has not created or established, Commencement Date for each Lease until the end of Lessee's ; and does not expect to create or establish, any sinking fund or fiscal year or biennium (as the case may be) (the "Fiscal similar fund(i)that is reasonably expected to be used to pay the Period") in effect at such Commencement Date. The"Renewal Rental Payments, or (ii) that may be used solely to prevent a Term" for each Lease is each term having a duration that is default in the payment of the Rental Payments; (e) the coextensive with the Fiscal Period. . Equipment listed in each Schedule has not been and is not 3. Representations and Covenants of Lessee. Lessee expected to be sold or otherwise disposed of by Lessee, either represents, covenants and warrants for the benefit of Lessor on in whole or in part, prior to the last maturity of Rental the date hereof and as of the Commencement Date of each Payments; (f) Lessee will comply with all applicable provisions Lease as follows: (a) Lessee is a public body corporate and of the Internal Revenue Code of 1986, as amended ("Code"), politic duly organized and existing under the constitution and including without limitation Sections 103 and 148 thereof, and laws of the State with full power and authority under the the applicable regulations of the Treasury Department to constitution and laws of the state where the Lessee is located maintain the exclusion of the interest components of Rental ("State") to enter into this Agreement and each Lease and the Payments from gross income for purposes of federal income transactions contemplated hereby and to perform all of its taxation; and(g) Lessee intends that each Lease not constitute a obligations hereunder and under each Lease; (b) Lessee has "true"lease for federal income tax purposes. duly authorized the execution and delivery of this Agreement 5. Lease of Equipment. Upon the execution of each and each Lease by proper action of its governing body at a Lease, Lessor demises, leases, transfers, and lets to Lessee, and meeting duly called and held in accordance with State law, or Lessee acquires, rents, leases and hires from Lessor, the by other appropriate official approval, and all requirements Equipment in accordance with the terms thereof. The Lease (ave been met and procedures have occurred to ensure the Term for each Lease may be continued, solely at the option of ilidity and enforceability of this Agreement and each Lease; Lessee, at the end of the Original Term or any Renewal Term c) Lessee will do or cause to be done all things necessary to for the next succeeding Renewal Term up to the maximum preserve and keep in full force and effect its existence as a body Lease Term'set forth in such Lease. At the end of the Original corporate and politic; (d) Lessee has complied with such public Term and at the end of each Renewal Term the Lease Term Now i shall be automatically extended upon the successive 9, Rental Payments. Lessee shall promptly pay "Rental appropriation by Lessee's governing body of amounts sufficient Payments" as described in Exhibit A-1 to each Lease, to pay Rental Payments and other amounts payable under the exclusively from legally available funds, to Lessor on the dates ,mated Lease during the next succeeding Fiscal Period until all and in such amounts as provided in each Lease. Lessee shall pay al Payments payable under such Lease have been paid in Lessor a charge on any Rental Payment not paid on the date such �Kll'unless Lessee shall have terminated such Lease pursuant to payment is due at the rate of 12%per annum or the maximum rate Section 7 or Section 22. The terms and conditions during any permitted by law, whichever is less, from such date until paid. Renewal Term shall be the same as the terms and conditions Rental Payments consist of principal and interest portions.Lessor during the Original Term,except that the Rental Payments shall and Lessee understand and intend that the obligation of Lessee be as provided in the applicable Lease. to pay Rental Payments under each Lease shall constitute a 6. Continuation of Lease Term. Lessee currently intends, current expense of Lessee and shall not in any way be subject to Section 7, to continue the Lease Term of each Lease construed to be a debt of Lessee in contravention of any through the Original Term and all Renewal Terms and to pay applicable constitutional or statutory limitation or requirement the Rental Payments thereunder. Lessee reasonably believes concerning the creation of indebtedness by Lessee, nor shall that legally available funds in an amount sufficient to make all anything contained herein or in a Lease constitute a pledge of Rental Payments during the maximum Lease Term of each the general tax revenues,funds or monies of Lessee. Lease can be obtained. Lessee currently intends to do all things 10. RENTAL PAYMENTS TO BE UNCONDITIONAL. lawfully within its power to obtain and maintain funds from EXCEPT AS PROVIDED IN SECTION 7, THE which the Rental Payments may be made, including making OBLIGATIONS OF LESSEE TO MAKE RENTAL provision for such payments to the extent necessary in each PAYMENTS AND TO PERFORM AND OBSERVE THE budget or appropriation request submitted and adopted in OTHER COVENANTS AND AGREEMENTS CONTAINED accordance with applicable provisions of law. Notwithstanding IN EACH LEASE SHALL BE ABSOLUTE AND the foregoing, the decision whether or not to budget and UNCONDITIONAL IN ALL EVENTS WITHOUT appropriate funds or to extend the applicable Schedule for any ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR Renewal Term is within the discretion of the governing body of DEFENSE, FOR ANY REASON, INCLUDING WITHOUT Lessee. LIMITATION ANY FAILURE OF THE EQUIPMENT TO BE 7. Nonappropriation. Lessee is obligated only to pay DELIVERED OR INSTALLED, ANY DEFECTS, such Rental Payments under each Lease as may lawfully be MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN made from funds budgeted and appropriated for that purpose. THE EQUIPMENT OR ANY ACCIDENT, ;should Lessee fail to budget, appropriate or otherwise make CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. �,> � 11. Delivery; Installation; Acceptance ailable funds to pay Rental Payments under any Lease . Lessee shall order following the then current Original Term or Renewal Term, the Equipment, cause the Equipment to be delivered and such Lease or Leases shall be deemed terminated at the end of installed at the location specified in each Lease and pay any and the then current Original Term or Renewal Term. Lessee all delivery and installation costs in connection therewith. agrees to deliver notice to Lessor of such termination at least 30 When the Equipment listed in any Lease has been delivered and days prior to the end of the then current Original Term or installed, Lessee shall immediately accept such Equipment and Renewal Term, but failure to give such notice shall not extend evidence said acceptance by executing and delivering to Lessor the term beyond such Original Term or Renewal Term. If any an Acceptance Certificate (Exhibit B). Lessor shall provide Lease is terminated in accordance with this Section, Lessee Lessee with quiet use and enjoyment of the Equipment during agrees to peaceably deliver the Equipment to Lessor at the the Lease Term. location(s)to be specified by Lessor. 12. Location: Inspection. Once installed, no item of the 8. Conditions to Lessor's Performance. This Agreement Equipment will be moved from the location specified for it in is not a commitment by Lessor to enter into any Lease not the Lease on which such item is listed without Lessor's consent, currently in existence, and nothing in this Agreement shall be which consent shall not be unreasonably withheld. Lessor shall construed to impose any obligation upon Lessor to enter into have the right at all reasonable times during regular business any proposed Lease, it being understood that whether Lessor hours to enter into and upon the property of Lessee for the enters into any proposed Lease shall be a decision solely within purpose of inspecting the Equipment. Lessor's discretion. Lessee will cooperate with Lessor in 13. Use; Maintenance. Lessee will not install,use, operate Lessor's review of any proposed Lease. Lessee understands that or maintain the Equipment improperly, carelessly, in violation Lessor requires certain documentation and information of any applicable law or in a manner contrary to that necessary to enter into any Lease and Lessee agrees to provide contemplated by the related Lease. Lessee shall provide all Lessor with any documentation or information Lessor may permits and licenses, if any, necessary for the installation and request in connection with Lessor's review of any proposed operation of the Equipment. In addition, Lessee agrees to Lease. Such documentation may include, without limitation, comply in all respects with all applicable laws, regulations and documentation concerning the Equipment and its contemplated rulings of any legislative, executive, administrative or judicial ,mouse and location and documentation or information concerning body. Lessee agrees that it will, at Lessee's own cost and ie financial status of Lessee and other matters related to expense, maintain, preserve and keep the Equipment in good essee. repair and working order. Lessee will enter into a maintenance clauses (a) and (b) above shall contain a provision naming contract for the Equipment that is acceptable to Lessor. Lessor as a loss payee and additional insured. 14. Title. Upon acceptance of the Equipment under a Lease 18. Advances. In the event Lessee shall fail to keep the Lessee,title to the Equipment shall vest in Lessee subject to Equipment in good repair and working order, Lessor may, but mor's rights under the Lease; provided that title shall shall be under no obligation to, maintain and repair the ereafter immediately and without any action by Lessee vest in Equipment and pay the cost thereof. All amounts so advanced Lessor, and Lessee shall immediately surrender possession of by Lessor shall constitute additional rent for the then current the Equipment to Lessor, upon (a) any termination of the Original Term or Renewal Term and Lessee agrees to pay such applicable Lease other than termination pursuant to Section 22 amounts so advanced by Lessor with interest thereon from the or(b)the occurrence of an Event of Default. Transfer of title to advance date until paid at the rate of 12% per annum or the Lessor pursuant to this Section shall occur automatically maximum rate permitted by law,whichever is less. without the necessity of any bill of sale, certificate of title or 19. Damage Destruction and Condemnation. If(a) the other instrument of conveyance. Lessee shall, nevertheless, Equipment or any portion thereof is destroyed, in whole or in execute and deliver any such instruments as Lessor may request part, or is damaged by fire or other casualty or(b)title to,or the to evidence such transfer. temporary use of, the Equipment or any part thereof shall be 15. Securitv Interest. To secure the payment of all of taken under the exercise or threat of the power of eminent Lessee's obligations under each Lease, upon the execution of domain by any governmental body or by any person, firm or such Lease, Lessee grants to Lessor a security interest corporation acting pursuant to governmental authority, Lessee constituting a first and exclusive lien on the Equipment and Lessor will cause the Net Proceeds to be applied to the applicable to such Lease and on all proceeds therefrom. Lessee prompt replacement, repair, restoration, modification or agrees to execute such additional documents, in form improvement of the Equipment to substantially the same satisfactory to Lessor, which Lessor deems necessary or condition as existed prior to the event causing such damage, appropriate to establish and maintain its security interest in the destruction, or condemnation, unless Lessee shall have Equipment. The Equipment is and will remain personal exercised its option to purchase the Equipment pursuant to property and will not be deemed to be affixed to or a part of the Section 22. Any balance of the Net Proceeds remaining after real estate on which it may be situated. such work has been completed shall be paid to Lessee. 16. Liens Taxes Other Governmental Charges and For purposes of this Section, the term "Net Proceeds" shall Utility Charges. Lessee shall keep the Equipment free of all mean (y) the amount of insurance proceeds received by Lessee levies, liens and encumbrances except those created by each for replacing, repairing, restoring, modifying, or improving IILease. The parties to this Agreement contemplate that the damaged or destroyed Equipment, or (z)the amount remaining quipment will be used for governmental or proprietary from the gross proceeds of any condemnation award or sale purposes of Lessee and that the Equipment will therefore be under threat of condemnation after deducting all expenses, exempt from all property taxes. If the use, possession or including attorneys' fees, incurred in the collection thereof. If acquisition of any Equipment is nevertheless determined to be the Net Proceeds are insufficient to pay in full the cost of any subject to taxation, Lessee shall pay when due all taxes and replacement, repair, restoration, modification or improvement governmental charges lawfully assessed or levied against or referred to herein, Lessee shall either (a) complete such with respect to such Equipment. Lessee shall pay all utility and replacement, repair, restoration, modification or improvement other charges incurred in the use and maintenance of the and pay any costs thereof in excess of the amount of the Net Equipment. Lessee shall pay such taxes or charges as the same Proceeds, or (b) pursuant to Section 22 purchase Lessor's may become due. interest in the Equipment and in any other Equipment listed in 17. Insurance. At its own expense, Lessee shall during the same Lease. The amount of the Net Proceeds, if any, each Lease Term maintain (a) casualty insurance insuring the remaining after completing such replacement, repair, Equipment against loss or damage by fire and all other risks restoration, modification or improvement or after purchasing covered by the standard extended coverage endorsement then in Lessor's interest in the Equipment and such other Equipment use in the State and any other risks reasonably required by shall be retained by Lessee. If Lessee shall make any payments Lessor, in an amount at least equal to the then applicable pursuant to this Section, Lessee shall not be entitled to any "Purchase Price" of the Equipment as described in Exhibit A-1 reimbursement therefor from Lessor nor shall Lessee be entitled of each Lease; (b) liability insurance that protects Lessee from to any diminution of the amounts payable under Section 9. liability in all events in form and amount satisfactory to Lessor; 20. DISCLAIMER OF WARRANTIES. LESSOR and(c)workers' compensation coverage as required by the laws MAKES NO WARRANTY OR REPRESENTATION, of the State; provided that, with Lessor's prior written consent, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, Lessee may self-insure against the risks described in clauses (a) DESIGN, CONDITION,MERCHANTABILITY OR FITNESS and (b). Lessee shall furnish to Lessor evidence of such FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF insurance or self-insurance coverage throughout each Lease THE EQUIPMENT, OR WARRANTY WITH RESPECT Term. Lessee shall not materially modify or cancel such THERETO WHETHER EXPRESS OR IMPLIED, AND surance or self-insurance coverage without first giving written LESSEE ACCEPTS SUCH EQUIPMENT AS IS AND WITH tice thereof to Lessor at least 10 days in advance of such ALL FAULTS. IN NO EVENT SHALL LESSOR BE LIABLE OOP cancellation or modification. All such insurance described in FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR under the Lease related to such Equipment. Lessee hereby ARISING OUT OF ANY LEASE OR THE EXISTENCE, agrees that Lessor may, without notice to Lessee, sell, dispose FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY of, or assign this Agreement or any particular Lease or Leases t,TEM, PRODUCT OR SERVICE PROVIDED FOR IN ANY through a pool,trust, limited partnership,or other similar entity, :ASE. whereby one or more interests are created in this Agreement or 21. Vendor's Warranties. Lessor hereby irrevocably in a Lease or Leases, or in the Equipment listed in or the Rental appoints Lessee as its agent and attorney-in-fact during each Payments under a particular Lease or Leases. Lease Term, so long as Lessee shall not be in default under the None of Lessee's right, title and interest in, to and under related Lease, to assert from.time to time whatever claims and any Lease or any portion of the Equipment listed in each Lease rights (including without limitation warranties) relating to the may be assigned, subleased, or encumbered by Lessee for any Equipment that Lessor may have against Vendor. The term reason without obtaining prior written consent of Lessor. "Vendor"means any supplier or manufacturer of the Equipment 24. Events of Default. Any of the following events shall as well as the agents or dealers of the manufacturer or supplier constitute an "Event of Default" under a Lease: (a) failure by from whom Lessor purchased or is purchasing such Equipment. Lessee to pay any Rental Payment or other payment required to Lessee's sole remedy for the breach of such warranty, be paid under a Lease at the time specified therein; (b) failure indemnification or representation shall be against Vendor of the by Lessee to observe and perform any covenant, condition or Equipment, and not against Lessor. Any such matter shall not agreement on its part to be observed or performed,other than as have any effect whatsoever on the rights or obligations of referred to in subparagraph (a) above, for a period of 30 days Lessor with respect to any Lease, including the right to receive after written notice specifying such failure and requesting that it full and timely payments under a Lease. Lessee expressly be remedied is given to Lessee by Lessor; (c) any statement, acknowledges that Lessor makes, and has made, no representation or warranty made by Lessee in or pursuant to any representations or warranties whatsoever as to the existence or Lease shall prove to have been false, incorrect, misleading or the availability of such warranties by Vendor of the Equipment. breached in any material respect on the date when made; or(d) 22. Purchase Option. Lessee shall have the option to Lessee institutes any proceedings under any bankruptcy, purchase Lessor's interest in all of the Equipment listed in any insolvency,reorganization or similar law or a receiver or similar Lease, upon giving written notice to Lessor at least 60 days official is appointed for Lessee or any of its property. before the date of purchase, at the following times and upon the 25. Remedies on Default. Whenever any Event of Default following terms: (a) on the Rental Payment dates specified in exists, Lessor shall have the right, at its sole option without any each Lease,upon payment in full of the Rental Payments then due further demand or notice, to take one or any combination of the ender such Lease plus the then applicable Purchase Price as following remedial steps: (a)by written notice to Lessee,Lessor ferenced in Exhibit A-1; or (b) in the event of substantial may declare all Rental Payments payable by Lessee pursuant to amage to or destruction or condemnation of substantially all of such Lease and other amounts payable by Lessee under such the Equipment listed in a Lease,on the day specified in Lessee's Lease to the end of the then current Original Term or Renewal notice to Lessor of its exercise of the purchase option upon Term to be immediately due and payable; (b) with or without payment in full to Lessor of the Rental Payments then due under terminating the Lease Term under such Lease,Lessor may enter such Lease plus the then applicable Purchase Price plus accrued the premises where the Equipment listed in such Lease is interest from the immediately preceding Rental Payment date to located and retake possession of such Equipment or require such purchase date. Lessee at Lessee's expense to promptly return any or all of such 23. Assignment. Lessor's right, title and interest in and to Equipment to the possession of Lessor at such place within the each Lease, including Rental Payments and any other amounts United States as Lessor shall specify, and sell or lease such payable by Lessee thereunder and all proceeds therefrom, may Equipment or, for the account of Lessee, sublease such be assigned and reassigned to one or more assignees or Equipment, continuing to hold Lessee liable for the difference subassignees by Lessor without the necessity of obtaining the between (i) the Rental Payments payable by Lessee pursuant to consent of Lessee; provided that any such assignment shall not such Lease and other amounts related to such Lease of the be effective until (a) Lessee has received written notice, signed Equipment listed therein that are payable by Lessee to the end by the assignor, of the name and address of the assignee, and of the then current Original Term or Renewal Term, as the case (b) it is registered on the registration books. Lessee shall retain may be, and (ii) the net proceeds of any such sale, leasing or all such notices as a register of all assignees in compliance with subleasing (after deducting all expenses of Lessor in exercising Section 149(a) of the Code, and shall make all payments to the its remedies under such Lease, including without limitation all assignee or assignees designated in such register. Lessee agrees expenses of taking possession, storing, reconditioning and to execute all documents that may be reasonably requested by selling or leasing such Equipment and all brokerage, Lessor or any assignee to protect its interests and property auctioneer's and attorney's fees), subject, however, to the assigned pursuant to this Section. Lessee shall not have the provisions of Section 7 hereof. The exercise of any such right to and shall not assert against any assignee any claim, remedies in respect of any such Event of Default shall not counterclaim or other right Lessee may have against Lessor or relieve Lessee of any other liabilities under any other Lease or endor. Assignments may include without limitation the Equipment listed therein; and (c) Lessor may take whatever ,signment of all of Lessor's security interest in and to the action at law or in equity may appear necessary or desirable to quipment listed in a particular Lease and all rights in, to and enforce its rights under such Lease or as a secured party in any or all of the Equipment. Any net proceeds from the exercise of condition, purchase, delivery, rejection, storage e return of any any remedy under a Lease (after deducting all costs and item of Equipment, (d) any accident in connec ction with the expenses referenced in the Section) shall be applied as follows: operation, use, condition, possession, storage or return of any 1;l if such remedy is exercised solely with respect to a single item of Equipment resulting in damage to property or injury to se,Equipment listed in such Lease or rights thereunder,then or death to any person, and/or(e)the breach of any covenant or `u amounts due pursuant to such Lease and other amounts any material representation contained in a Lease. The related to such Lease or such Equipment; or(ii) if such remedy indemnification arising under this Section shall continue in full is exercised with respect to more than one Lease, Equipment force and effect notwithstanding the full payment of all listed in more than one Lease or rights under more than one obligations under all Leases or the termination of the Lease Lease,then to amounts due pursuant to such Leases pro-rata. Term under all Leases for any reason. 26. No Remedy Exclusive. No remedy herein conferred 29. Miscellaneous Provisions. Each Lease shall inure to upon or reserved to Lessor is intended to be exclusive and every the benefit of and shall be binding upon Lessor and Lessee and such remedy shall be cumulative and shall be in addition to their respective successors and assigns. References herein to every other remedy given under a Lease now or hereafter "Lessor" shall be deemed to include each of its assignees and subsequent assignees from and after the effective date of each existing at law or in equity. ions under assignment as permitted by Section 27. Notices. All notices or other communicat 23. In the event any any Lease shall be sufficiently given and shall be deemed given provision of any Lease shall be held invalid or unenforceable by when delivered or mailed by registered mail, postage prepaid, any court of competent jurisdiction, such holding shall not to the parties hereto at the addresses listed below (or at such invalidate or render unenforceable any other provision thereof. other address as either party hereto shall designate in writing to Each Lease may be amended by mutual written consent of the other for notices to such party), or to any assignee at its Lessor and Lessee. Each Lease may be simultaneously address as it appears on the registration books maintained by executed in several counterparts, each of which shall be an Lessee. original and all of which shall constitute but one and the same 28. Release and Indemnification. To the extent permitted instrument. The captions or headings in this Agreement and in by State law, and subject to Section 7, Lessee shall indemnify, each Lease are for convenience only and in no way define,limit release, protect, hold harmless, save and keep harmless Lessor or describe the scope or intent of any provisions or sections of from and against any and all liability,obligation,loss, claim,tax this Agreement or any Lease. This Agreement and each Lease and damage whatsoever, regardless of cause thereof, and all shall be governed by and construed in accordance with the laws expenses in connection therewith(including,without limitation, of the State. omey's fees and expenses, penalties connected therewith C q iposed on interest received) arising out of or as result of(a) entering into any Lease, (b) the ownership of any item of Equipment, (c) the ordering, acquisition, use, operation, IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. (LESSOR) (LESSEE) Pinnacle Public Finance,Inc. City of San Bernardino 8377 East Hartford Drive,Suite 115 300 N."D" Street,4h Floor,Finance Scottsdale, AZ 85255 San Bernardino,CA 92418 Signature: Signature: Cathleen Q. im ez Name/Title: sw. Name/Title: Date: �a`J la Date: APPROVED AS TO FORM. James F. Penman, City Attorney By: EXHIBIT A fir 3 SCHEDULE OF PROPERTY NO. 1 RE: MASTER EQUIPMENT LEASE PURCHASE AGREEMENT entered into as of March 11,2011,("Agreement"),between Pinnacle Public Finance, Inc. ("Lessor")and City of San Bernardino("Lessee"). All terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. The following items of Equipment are hereby included under this Schedule to the Agreement. To the extent that less than all of the Equipment subject to this Schedule has been installed and accepted by Lessee on or prior to the date hereof,Lessee hereby acknowledges that a portion of the Equipment has not been delivered,installed and accepted by Lessee for purposes of this Lease and Lessor hereby commits to provide funds in an amount sufficient to pay the costs to acquire and install the Equipment. In consideration of the foregoing,Lessee hereby acknowledges and agrees that its obligation to make Rental Payments as set forth in this Schedule is absolute and unconditional as of the date hereof and on each date and in the amounts as set forth in the Rental Payment Schedule,subject to the terms and conditions of the Lease. Ninety five percent of the financing costs are being used to acquire assets that will be capitalized. DESCRIPTION OF EQUIPMENT Quantity Description Model No. Serial No. I Roll Off Refuse Truck 2 Front Loader Refuse Trucks -2 Side Loader Refuse Trucks Street Sweeper Ford F-550 Trucks Lessee hereby represents,warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. Dated: March 11,2011 Lessor: Pinnacle Public Finance,Inc.. c Lessee: City of San Bernardino Signature: ���k�� 6J.`. Signature: (������hTesn .Jimel t Name/Title: ��_08fIQf15 Name/Title: Date: ���•�J I�� I Date: EXHIBIT A-1 RENTAL PAYMENT SCHEDULE RE: Schedule of Property No. l dated March 11,2011 to Master Equipment Lease Purchase Agreement dated as of March 11,2011 between Pinnacle Public Finance, Inc.,as Lessor,and City of San Bernardino,as Lessee. Rate 2.8900% Payment Payment Purchase Outstanding Date Amount Interest Princi al Price Balance PMNT# 3/11/2011 $2,090,406.11 1 9/11/2011 $165,999.37 $30,206.37 $135,793.00 $1,993,705.37 $1,954,613.11 2 3/11/2012 $165,999.37 $28,244.16 $137,755.21 $1,853,195.06 $1,816,857.90 3 9/11/2012 $165,999.37 $26,253.60 $139,745.77 $1,7101654.37 $1,677,112.13 4 3/11/2013 $165,999.37 $24,234.27 $141,765.10 $1,566,053.97 $1,535,347.03 5 9/11/2013 $165,999.37 $22,185.76 $143,813.61 $1,419,364.09 $1,391,533.42 6 3/11/2014 5165,999.37 $20,107.66 $145,891.71 $1,270,554.54 $1,245,641.71 7 9/11/2014 $165,999.37 $17,999.52 $147,999.85 $1,119,594.70 $110971641.86 8 3/11/2015 $165,999.37 $151860.92 $150,138.45 $966,453.48 $947,503.41 9 9/11/2015 $165,999.37 $13,691.42 $152,307.95 $811,099.37 $795,195.46 10 3/11/2016 $165,999.37 $11,490.57 $154,508.80 $653,500.39 $640,686.66 11 9/11/2016 $165,999.37 $9,257.92 $156,741.45 $493,624.11 $483,945.21 12 3/11/2017 $165,999.37 $6,993.01 $159,006.36 $331,437.63 $324,938.85 13 9/11/2017 $165,999.37 $4,695.37 $161,304.00 $166,907.55 $163,634.85 14 3/11/2018 $165,999.37 $2,364.52 $163,634.85 $0.00 TOTALS $2,323,991.18 $233,585.07 $2,090,406.11 COMMENCEMENT DATE: March 11,201 1 City of San Bernardino Signature: Name/Title: Date: i EXHIBIT B FINAL ACCEPTANCE CERTIFICATE Re: Schedule of Property No. 1 dated March 11,2011 to Master Equipment Lease Purchase Agreement dated as of March 11,2011 between Pinnacle Public Finance, Inc.,as Lessor,and City of San Bernardino,as Lessee. In accordance with the Master Equipment Lease Purchase Agreement(the"Agreement"), the undersigned Lessee hereby certifies and represents to,and agrees with Lessor as follows: (1) All of the Equipment(as such term is defined in the Agreement)listed in the above-referenced Schedule of Property(the"Schedule")has been delivered,installed and accepted on the date hereof. (2) Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement. (4) No event or condition that constitutes,or with notice or lapse of time,or both, would constitute,an Event of Default(as defined in the Agreement)exists at the date hereof. LESSEE City of San Bernardino Signature: Name/Title: Acceptance Date: C9 INSURANCE COVERAGE REQUIREMENTS SSOR: Pinnacle Public Finance,Inc. LESSEE: City of San Bernardino Please Reference Control# 100319 on Certificate of Insurance 1. In accordance with Section 17 of the Agreement, we have instructed the insurance agent named below: (Please fill in name,address and telephone number). Telephone: Fax: ( 1 Contact: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Pinnacle Public Finance, Inc.and/or its assigns, as Loss Payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming Pinnacle Public Finance,Inc. and/or its assigns as Additional Insured. Minimum Coverage Required: $5,000,000 OR 2. Pursuant to Section 17 of the Agreement,we are self-insured for all risk,physical damage,and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. Proof of in coverage will be provided prior to the time the Equipment is delivered to us. PLEASE LIST NAME& ADDRESS AS FOLLOWS: Pinnacle Public Finance, Inc. 8377 East Hartford Drive,Suite 115 Scottsdale, AZ 85255 LESSEE: City of San Bernardino Signature: Name/Title: Date: PAYMENT INSTRUCTIONS 1 3 t suant to the Master Equipment Lease Purchase Agreement dated March 11, 2011 (the"Agreement"),Schedule of Property No. 1,dated March 1,2011,between Pinnacle Public Finance,Inc.(the"Lessor")and City of San Bernardino(the"Lessee"),Lessee hereby acknowledges the obligations to make Rental Payments promptly when due,in accordance with Exhibit A-1 to the Agreement. LESSEE NAME: TAX ID#: i INVOICE MAILING ADDRESS: Mail invoices to the attention of. Phone() Fax L� Approval of Invoices required by: Phone(_� Fax(_) Accounts Payable Contact: Phone Fax(_) Processing time for Invoices: Approval: Checks: Do you have a Purchase Order Number that you would like included on the invoice? No Yes PO# Do your Purchase order numbers change annually? No Yes Processing time for new purchase orders: LESSEE: City of San Bernardino Signature: Orne/Title: Date: BANK QUALIFIED DESIGNATION IL SCHEDULE NO. 1 DATED MARCH 11,2011 TO MASTER LEASE PURCHASE AGREEMENT DATED MARCH 11,2011 Lessee hereby represents and certifies the following(please check one): Bank Qualified ❑ Lessee has designated, and hereby designates,this Lease as a"qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended(the"Code"). In making that designation, Lessee hereby certifies and represents that: • As of the date hereof in the current calendar year,neither Lessee nor any other issuer on behalf of Lessee has designated more than $10,000,000 (the statutory limitation through 12/31/2011) of obligations(including this Lease)as"qualified tax-exempt obligations"; • Lessee reasonably anticipates that the total amount of tax-exempt obligations (including this Lease) to be issued by or on behalf of Lessee (or allocated to Lessee) during the current calendar year will not exceed$10,000,000; • The Lease will not be at any time a"private activity bond" as defined in Section 141 of the Code; • The Lease is not subject to control by any entity and there are no entities subject to control by Lessee;and • Not more than $10,000,000 of obligations of any kind (including the Lease) issued by, on behalf of or allocated to Lessee will be designated for purposes of Section 265(b)(3) of the Code during the current calendar year. Non-Bank Qualified ❑ Lessee has not designated this Lease as a"qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3)of the Code. LESSEE: City of San Bernardino Signature: X Printed Name/Title: X Date: X i i i Instructions for 8038-G: Updated for use with May, 2010 form The below described lines need to be completed by the Lessee: Line 2: Enter the Lessee's EIN number An issuer(Lessee)that does not have an employer identification number(EIN) should apply for one on Form SS-4, Application for Employer Identification Number. This form may be obtained at Social Security Administration offices or by calling 1-800-TAX-FORM (1-800- 829-3676).You can also get this form on the IRS website at www.irs.gov. You may receive an EIN by telephone by following the instructions for Form SS-4. Lines 9 and 10: Enter the name, title, and telephone number of the officer of the Issuer whom the IRS may call for more information If the issuer wishes to designate a person other than an officer of the issuer (including a legal representative or paid preparer) whom the IRS may call for more information with respect to this return,enter the name, title,and telephone number of such person. Line 38: Bank Qualified Designation Check this box if this Lease is designated as a "small issuer exception" under section 265(b)(3)(B)(i)(III). (Lessee reasonably anticipates that the total amount of tax-exempt obligations (including this Lease) to be issued by or on behalf of Lessee (or allocated to Lessee)during the calendar year 2011 will not exceed$10,000,000.) Signature and Consent: Please provide an authorized signature, date, and printed (or typed) name and title of the individual signing on behalf of Lessee. I PPF 100319 8038_G Information Return for Tax-Exempt Governmental Obligations For G / Under Internal Revenue Code section 149(e) OMB No.1545-0720 d (Rev.May 2010) ► See separate instructions. 4 rte, Department of the Treasury Caution:If the issue price is under$100,000, use Form 8038-GC. Internal Revenue Service Re porting Authority If Amended Return, check here ► ❑ 2 Issuer's employer identification number(oM 1 Issuer's name City of San Bernardino 3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 4 Report number(For IRS Use Only) 300 N. "D" Street,4th Floor,Finance 3 5 City,town,or post office,state,and ZIP code 6 Date of issue 0311112011 San Bernardino,CA 92418 8 CUSIP number 7 Name of issue Sch of Prop No. 1 dtd 3111/2011 to MELPA dtd 3/11/2011 9 Name and title of officer of the issuer or other person whom the IRS may call for more information 10 Telephone number of officer or other person E 7M ( ) Tye of Issue (enter the issue price) See instructions and attach schedule 11 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 Health and hospital . . . . . . . . . . . . . . . . . . . . • . • • • 13 13 Transportation . . . . . . . . . . . . • • • • ' • • • . . . . 14 14 Public safety . . . . . . . . . . . . . . . • • • • • • . • • ' . . 15 15 Environment(including sewage bonds). . . . . . . . . . . . . . . . . . . 16 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 Utilities . . . . • • • • • • • • • • • • • . ' • ' . • • . 18 $2,090,406 11 18 Other. Describe ► Public Works Vehicles 19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . ► ❑ r' If obligations are BANS, check only box 19b ► ❑ 4 " 20 If obligations are in the form of a lease or installment sale, check box . . . . . . ► ❑ x �ak 'i Descri tion of Obligations. Corn fete for the entire issue for which this form is being filed. (c)Stated redemption (d)Weighted (e)Yield (a)Final maturity date (b)Issue price price at maturity average maturity 21 03/11/2018 $ 2.090,406.11 $ $2,090,406.11 3.6335 years 2.8900 MoM Uses of Proceeds of Bond Issue (including underwriters' discount 22 0 00 22 Proceeds used for accrued interest. . . . . . . . . . . . . . . • • • • 23 $2,090,406 11 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 0 00 , 25 Proceeds used for credit enhancement . . . . . . . . . . 25 0 00t 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 0 00 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 0 00 28 Proceeds used to advance refund prior issues . . 28 0 00 0 00 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefundinq proceeds of the issue subtract line 29 from line 23 and enter amount here 30 $2,090,406 11 MM Description of Refunded Bonds (Complete this part on[ for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded. . 1110. years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . 00- years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . ► 34 Enter the dates)the refunded bonds were issued ►(MM/DDNYYY) For Privacy Act and Paperwork Reduction Act Notice, see separate instructions. Cat.No.637735 Form 8038-G (Rev.5-2010) >s Page 2 Form 8038-G(Rev.5-2010) Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract :3:6a..- (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . 3 t b Enter the final maturity date of the GIC ► ` 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other 37a governmental units • • • • • • • • . . • • • • ' ' ' ' ' b If this issue is a loan made from the proceeds of another tax-exempt issue, check box►❑ and enter the name of the issuer ► and the date of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . ; El 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . ► ❑ 40 If the issuer has identified a hedge, check box . . . . . . . . . . . . . . . Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Sig nature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to process this return,to the person that I have authorized above. and Consent ' Signature of issuer's authorized representative Date Type or print name and title Date Preparer's SSN or PTIN Paid Preparer's Check if signature /!'UI a5 a�� self-employed❑ PO1269392 Preparer's Firm's name r Pinnacle P lic Finance, c. EIN 27 3119149 Use Only yours if self-employed), address,and ZIP code ' 8377 E. Hartford Dr.,Ste 115, Scottsdale AZ 85255' Phone no. ( 480 ) 585-3789 Form $038-G (Rev.5-2010) AF CERTIFICATE OF SIGNATURE AUTHORITY OF LESSEE March 11, 2011 Pinnacle Public Finance,Inc. 8377 East Hartford Drive, Suite 115 Scottsdale,AZ 85255 RE: Schedule of Property No. 1 dated March 11, 2011 ("Lease")to the Master Equipment Lease Purchase Agreement dated March 11, 2011 ("Agreement"),by and between City of San Bernardino("Lessee")and Pinnacle Public Finance,Inc. ("Lessor"). Dear Pinnacle Public Finance,Inc., APh 1,the undersigned,do hereby certify (i) that (please print the name and title of the person who signed the lease documents on the line above) the officer of Lessee who executed the foregoing Lease and Agreement on behalf of Lessee and whose genuine signature appears thereon, is the duly qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized to execute the foregoing Lease and Agreement on behalf of Lessee, and (ii) that the budget year of Lessee is from to Sincerely, Signature: Name/Title: Dated: The Certificate of Signature Authority of Lessee should be executed by an authorized individual confirmjnb the executioner of the remaining documents is authorized. This document cannot be signed by the person signing the lease documents. ESCROW AGREEMENT This Escrow Agreement, dated as of March 11,2011 by and among Pinnacle Public Finance,Inc., a CV Delaware corporation("Lessor"), City of San Bernardino ("Lessee"), and The Bank of New York Mellon Trust Company,N.A., a national banking association with a corporate trust office in St Louis, MO, as Escrow Agent (the"Escrow Agent"): In consideration of the mutual covenants and agreements herein set forth,the parties hereto do hereby covenant and agree as follows: 1. This Escrow Agreement relates to and is hereby made a part of Schedule of Property No. 1 dated as of the date hereof,between Lessor and Lessee,to the Master Equipment Lease Purchase Agreement dated March 11, 2011 between Lessor and Lessee("Lease"). 2. Except as otherwise defined herein, all terms defined in the Lease shall have the same meaning for the purposes of this Escrow Agreement as in the Lease. 3. Lessor,Lessee and the Escrow Agent agree that the Escrow Agent will act as sole Escrow Agent under the Lease and this Escrow Agreement, in accordance with the terms and conditions set forth in this Escrow Agreement. The Escrow Agent shall not be deemed to be a party to the Lease and this Escrow Agreement shall be deemed to constitute the entire agreement among Lessor, Lessee, and Escrow Agent. 4. There is hereby established in the custody of Escrow Agent a special trust fund designated the Acquisition Fund (the"Acquisition Fund") to be held and administered by the Escrow Agent in trust for the benefit of Lessor and Lessee in accordance with the Escrow Agreement. 0 5. (a) Lessor shall deposit$2,090,406.11 in the Acquisition Fund. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of a representative of Lessee in Qualified Investments (as hereinafter defined)maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. Such investments shall be held by the Escrow Agent in the Acquisition Fund, and any interest earned on such investments shall be paid to Lessee. (b) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative to either the investment of the Acquisition Fund or the purchase, sale, retention or other disposition of any Qualified Investment. The Lessee warrants that the investments directed to be purchased by the Escrow Agent pursuant to this paragraph 5 are Qualified Investments as defined in paragraph 6 of this Escrow Agreement. The Lessee will give at least ten (10) business days advance notice for the purchase of United States Treasury Obligations-State and Local Government Series time/demand deposit securities. (c) Any loss or expense incurred from an investment will be borne by the Acquisition Fund. If the Escrow Agent does not receive directions to invest the monies held in the Acquisition Fund, its only obligation with respect to the Acquisition Fund shall be to hold it or deposit uninvested without liability for interest or other compensation to either party. (d) The Escrow Agent is hereby authorized to execute purchase and sales of Qualified Investments through the facilities of its own trading or capital markets operations. The Escrow Agent shall send statements to each of the parties periodically reflecting activity for the Escrow Account for the preceding month. 10 6. "Qualified Investments" shall be defined for purposes of this Escrow Agreement as follows: (a) For Leases not qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C) of the Code, "Qualified Investments" means,to the extent the same are at the time legal for investment of the funds being invested: (i)United States Treasury Bills or United States Treasury Notes traded on an open market or issued directly by the United States at a yield not exceeding %o per annum, (ii)United States Treasury Obligations - State and Local Governmental Series time deposit securities with a yield not exceeding %per annum, (iii) obligations the interest of which is not includable in the gross income of the owner thereof for federal income tax purposes under Section 103 of the Code and which are rated AA or better by Standard &Poors Corporation or Aa or better by Moody's Investors Service, Inc., (iv) shares of qualified regulated investment companies which distribute exempt- interest dividends within the meaning of Section 852 of the Code and which are rated AA or better by Standard &Poors Corporation or Aa or better by Moody's Investors Service, Inc. (tax-exempt mutual funds), (v)United States Treasury Obligations - State and Local Government Series demand deposit securities, or (vi)Money Market Fund or Money Market Deposit Account that is fully FDIC-insured as agreed to by the Lessee. (b) For Leases qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C) of the Code, "Qualified Investments" means to the extent the same are at the time legal for investment of the funds being invested: (1) direct general obligations of the United States of America; (ii)obligations,the timely payment of the principal and interest on which is fully and unconditionally guaranteed by the United States of America; (iii) general obligations of the agencies and instrumentalities of the United States of America acceptable to Lessor; (iv) certificates of deposits,time deposits,bank deposits or demand deposits with any bank or savings institution including the Escrow Agent or any affiliate thereof, provided that such certificates of deposit,time deposits, bank deposits or demand deposits, if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in (i),(ii) or(iii) above, or(v)repurchase agreements with any state or national bank or trust company, including the Escrow Agent or any affiliate thereof, that are secured by obligations of the type described in (i), (ii) or(iii) above, provided that such collateral is free and clear of claims of third parties and that the Escrow Agent or a third party acting solely as agent for the Escrow Agent has possession of such collateral and a perfected first security interest in such collateral. 7. Moneys in the Acquisition Fund shall be used to pay for the cost of the acquisition of the Equipment. Payment shall be made from the Acquisition Fund for the cost of acquisition of part or all Equipment upon presentation to the Escrow Agent of one or more properly executed Payment Request and Acceptance Certificates, a form of which is attached hereto as Exhibit A, executed by Lessee and approved by Lessor,together-with an invoice for the cost of the acquisition of the Equipment for which payment is requested and a written approval by Lessor of the Vendor to be paid. 8. Concerning the Escrow Agent. Notwithstanding any provision contained herein to the contrary,the Escrow Agent, including its officers, directors, employees and agents, shall: (a) not be liable for any action taken or omitted under this Escrow Agreement so long as it shall have acted in good faith and without negligence; and shall have no responsibility to inquire into or determine the genuineness,authenticity, or sufficiency of any securities, checks,or other documents or instruments submitted to it in connection with its duties hereunder; (b) be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to sign such documents or instruments on behalf of the parties hereto, and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind; and have no liability for acting upon any written and/or facsimile and/or email instructions presented by Lessee/Lessor/Pinnacle.Public Finance, Inc. in connection with this Escrow Agreement which the Escrow Agent in good faith believes to be genuine. (c) be entitled to refrain from taking any action contemplated by this Escrow Agreement in the event that it becomes aware of any disagreement between the parties hereto as to any facts or as to the happening of C) any contemplated event precedent to such action; ( ) have no responsibility h or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein; (e) be entitled to compensation for its services hereunder as per Exhibit B,which is attached hereto and made a part hereof, and for reimbursement of its out-of-pocket expenses including, but not by way of limitation, the fees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder, all to be paid by Lessee, and the Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Acquisition Fund, with respect to its unpaid fees and nonreimbursed expenses, superior to the interests of any other persons or entities, and shall be entitled and is hereby granted the right to set off and deduct an),unpaid fees and/or nonreimbursed expenses from amounts on deposit pursuant to this Escrow Agreement. (f) be under no obligation to invest the deposited funds or the income generated thereby until it has received a Forn W-9 or W-8, as applicable, from each of the parties hereto, regardless of whether any party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended; (g) have no liability for acting upon any written instruction presented by Lessor in connection with this Escrow Agreement which the Escrow Agent in good faith believes to be genuine. Furthermore,the Escrow Agent shall not be liable for nay act or omission in connection with this Agreement except for its own negligence,willful misconduct or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Acquisition Fund as a result of the investments made by the Escrow Agent; (h) in the event any dispute shall arise between the parties with respect to the disposition or disbursement of any of the assets held hereunder, be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties further agree to pursue any redress or recourse in connection with such a dispute,without making the Escrow Agent a party to same; (i) only have those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the parties to this Escrow Agreement. The Escrow Agent shall neither be responsible for,nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document between the other parties hereto, in connection herewith, including,without limitation, the Lease referred to in the preamble or the body of this Escrow Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Escrow Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY(i)DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE REASONABLE COMMERCIAL STANDARDS OF THE BANKING BUSINESS, OR(ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (j) have the right, but not the obligation,to consult with nationally-recognized counsel of its choice and shall not be liable for action taken or omitted to be taken by the Escrow Agent either in accordance with the advise of such counsel or in accordance with any opinion of counsel to Lessor addressed and delivered to the Escrow Agent; a3, �= .ns,-�':r�.� su�=.�e.ar -_ °.`.Y:hex:��.:ss.., ._....bw�-.m.;c:.rE.,, ..z.°>:.+. ��,s; zr :: ��� &:�t' .,�z..a £°",:..,�a-�:�,". "a° .<.. _•�.�.ar �'S": F`S>�'- - - i (k) have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees; and (1) shall not be required by any provision of this Escrow Agreement to expend or risk its own funds in the performance of its duties if it shall have reasonable grounds for believing that repayment of such funds is not reasonably assured to it. Any banking association or corporation into which the Escrow Agent(or substantially all of its corporate trust business) may be merged, converted or with which the Escrow Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, succeed to all the Escrow Agent's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 9. Tax Matters. a) Reporting of Income: The Escrow Agent shall report to the Internal Revenue Service, as of each calendar year-end, all income earned from the investment of any sum held in the Escrow Fund against Lessee, whether or not said income has been distributed during such year, as and to the extend required by law. b) Preparation and Filiniz of Tax Returns: Any tax returns required to be prepared and filed will be prepared and filed by Lessee with the Internal Revenue Service in all years income is earned, whether or not income is received or distributed in any particular tax year, and Escrow Agent shall have no responsibility for the preparation and/or filing or any tax return with respect to any income earned by the Acquisition Fund. ce, c) Payment of Taxes: Any taxes payable on income earned from the investment of any suns held in the Acquisition Fund shall be paid by Lessee, whether or not the income was distributed by the Escrow Agent during any particular year. 10. The Acquisition Fund shall terminate upon the occurrence of the earlier-of(a)the presentation of a proper Payment Request and Acceptance Certificate with the portion thereof designated "Final Acceptance Certificate" properly executed by Lessee, or(b)the presentation of written notification by the Lessor, or if the Lessor shall have assigned its interest under the Agreement, then the assignees or subassignees of all of Lessor's interest under the Lease or an Agent on their behalf,that an Event of Default has occurred or that Lessee has terminated the Lease pursuant to Section 7 of the Lease. Upon termination as described in clause(a) of this paragraph, any amount remaining in the Acquisition Fund shall be used to prepay, in the sole discretion of the Lessor, either(i)principal payments thereafter due under the lease in the inverse order or their maturities, or(ii)proportionately to each principal payment thereafter due under the Lease. In the event that Lessor elects to apply such amounts in accordance with clause(i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled under the Lease. In the event that Lessor elects to apply such amounts in accordance with clause(ii)of this Section 10, Lessor-shall provide Lessee with a revised payment schedule which shall reflect the revised principal balance and reduced Rental Payments due under the Lease. Upon termination as described in clause(b) of this paragraph, any amount remaining in the Acquisition Fund shall immediately be paid to Lessor or, pro rata,to any assignees or subassignees of Lessor. 11. The Escrow Agent may at any time resign by giving at least 39 days written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of a successor-Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, with or OwN ML i without cause, by an instrument in writing executed by the Lessor and Lessee. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such i appointment by an instrument in writing delivered to Lessor, Lessee, and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall,without any further act or deed,be fully vested with all the trust, powers, rights, duties and obligations of the Escrow Agent under this Escrow Agreement, and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to such successor Escrow Agent. 12. The Escrow Agent incurs no liability to make any disbursements pursuant to the Escrow Agreement except from funds held in the Acquisition Fund. The Escrow Agent makes no representations or warranties as to the title to any Equipment or as to the performance of any obligations of Lessor or Lessee. In the event the Escrow Agent becomes involved in litigation by reason of the administration of the Acquisition Fund, it is hereby authorized to deposit with the appropriate Clerk of the Court, in which the litigation is pending, any and all funds, securities or other property held by it pursuant hereto, less its reasonable fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties regarding the Acquisition Fund. Also, in the event the Escrow Agent is threatened with litigation by reason of this Escrow Agreement regarding the Acquisition Fund, it is hereby authorized to file an interpleader action in any court of competent jurisdiction and to deposit with the Clerk of such Court, any funds, securities, or other property held by it, less its reasonable fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties regarding the Acquisition Fund, 13. Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Escrow Agreement shall be in writing and be given in person, by facsimile transmission or courier delivery service or by mail, and shall become effective (a) on delivery if given in person, (b) on the date of delivery if sent by facsimile with receipt confirmed by telephone or by courier delivery service, or(c) four business days after being deposited in the mails,with proper postage prepaid for first-class registered or certified mail. Notices shall be addressed as follows: (i) if to Lessor: Pinnacle Public Finance, Inc. 8377 East Hartford Drive, Suite 115 Scottsdale,AZ 85255 Attention: Investment Associate Fax Number: (480)419-3603 (ii) if to Lessee: City of San Bernardino t 300 N. "D" Street, 4h Floor, Finance San Bernardino, CA 92418 Attention: Michael Gomez b Phone Number: (909)384-5146 3 Tax ID: (iii) if to the Escrow Agent: The Bank of New York Mellon Trust Company, N.A., 911 Washington Ave. St. Louis, MO 63101 14. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 15. This Escrow Agreement may not be amended except by a written instrument executed by Lessor, Lessee and the Escrow Agent. , 3 g 3 16. Governing Law, Counterparts. This Agreement shall be construed in accordance with the laws of the State of California. It may be executed in several counterparts, each one of which shall constitute an original and all collectively shall constitute but one instrument. IN WITNESS WHEREOF,Lessor, Lessee and the Escrow Agent have caused this Escrow Agreement to be executed by their duly authorized representatives. s 3 Pinnacle Public Finance, Inc. Cily of San Bernardino Lessor Lessee By Cathleen o �i nez By. Title: SVP, Operations Title: 1 The Bank of New York Mellon Trust Company,N.A. Escrow Agent By: Title: t 'a 1 R jj i 9 4 3 3 3 3 '2 w s i Exhibit A Escrow Agreement Payment Request and Acceptance Certificate The Bank of New York Mellon Trust Company,N.A. Attn: James Agnew i 911 Washington Ave. St.Louis,MO Phone Number: (314)613.8203 Fax Number: (3 14)613.8286 and Pinnacle Public Finance,Inc. 8377 East Hartford Drive, Suite 115 Scottsdale,AZ 85255 3 RE: Schedule of Property No. 1 dated March 11, 2011 to the Master Equipment Lease Purchase Agreement dated March 11, 2011 The Escrow Agent is hereby requested to pay from the Acquisition Fund to the person or corporation designated below as Payee,the sum set forth below in payment of a portion or all of the cost of the acquisition of the equipment described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the"Equipment" listed in the Schedule of Property No. 1 dated 1 March 11,2011 to the Master Equipment Lease Purchase Agreement dated March 11,2011 (the"Agreement"). i X Quantity Serial Number/Description: Amount: i 1 1 t 1 Payee: t 3 i Payee's Federal ID Number: ssee hereby certifies and represents to and agrees with Lessor as follows: m The equipment described above has been delivered,installed and accepted on the date hereof. (2) Lessee has conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and hereby acknowledges that it accepts said equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement. 1 (4) No event or condition that constitutes,or with notice or lapse of time or both would constitute,an Event of Default(as such term is defined in the Agreement)exists at the date hereof. i Dated: City of San Bernardino ' LESSEE By Title s Approved: , Pinnacle Public Finance, Inc. LESSOR 1 13y s s a s Title a i s FINAL ACCEPTANCE CERTIFICATE (THIS CERTIFICATE IS TO BE EXECUTED ONLY WHEN ALL EQUIPMENT HAS BEEN ACCEPTED) The undersigned hereby certifies that the equipment described above,together with the equipment described in and accepted by Payment Request and Acceptance Certificates previously filed by Lessee with the Lessor pursuant to the Agreement,constitutes all of the Equipment subject to the Agreement. rz Dated: LESSEE BY Title 100319 1 Exhibit B Escrow Agreement (Escrow Agent Fee Schedule) The Escrow Agent shall be entitled to fees for its ordinary services as follows: A one-time fee of$750.00 upon receipt of the Final Acceptance Certificate signed by Lessor/Lessee. This fee may be paid from interest earnings. In addition,the Escrow Agent shall be entitled to compensation and reimbursement of expenses for any extraordinary service provided pursuant to this Escrow Agreement. The foregoing right shall include the costs of any additional services performed by Escrow Agent which is not customarily considered to be a usual service provided in the administration of this escrow. CUSTOMER NOTICE REQUIRED BY THE USA PATRIOT ACT To help the US government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (whether an individual or organization) for which a relationship is established. What this means to you: When you establish a relationship with The Bank of New York Mellon Trust Company, N.A., we will ask you to provide certain information (and documents) that will help us to identify you. We will ask for your organization's name, physical address, tax identification or other government registration number and other information that will help us to identify you. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization. Ar'IQ RESOLUTION NO. 1 RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO CREST CHEVROLET OF SAN 2 BERNARDINO PURSUANT TO SECTION 3.04.010-113 OF THE MUNICIPAL CODE, FOR ONE (1) 2010 SCHWARZE M6000 BROOM SWEEPER POWERED BY 3 COMPRESSED NATURAL GAS TO BE UTILIZED BY THE PUBLIC SERVICES 4 DEPARTMENT STREET DIVISION; AND AWARD A LEASE-PURCHASE AGREEMENT TO PINNACLE PUBLIC FINANCE. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. That the City Manager of the City of San Bernardino is hereby authorized 8 to execute on behalf of said City an Agreement between the City of San Bernardino and Crest 9 Chevrolet, a copy of which is attached hereto, marked Exhibit "A" and incorporated herein by 10 reference as fully as though set forth at length. 11 12 SECTION 2. That this purchase is exempt from the formal contract procedures of 13 Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010-B3 of said Code 14 "Purchases approved by the Mayor and Common Council". 15 SECTION 3. That Crest Chevrolet has offered a negotiated purchase price of 16 $320,589.07 including tax pursuant to Section 3.04.010-B3 of the Municipal Code for one (1) 17 Year 2010 Schwarze M6000 Broom Sweeper powered by Compressed Natural Gas (CNG). 18 19 Pursuant to this determination the Director of Finance or her designee is hereby authorized to 20 issue a Purchase order to Crest Chevrolet of San Bernardino, in the amount of $320,589.07, 21 which will facilitate the procurement of the vehicle; and award a bid for lease purchase 22 financing to Pinnacle Public Finance. 23 SECTION 4. That the Purchase Order shall reference this Resolution Number 24 and shall read, "One 2010 CNG powered Schwarze M6000 Broom Sweeper." P.O. not to 25 exceed $320,589.07 and shall incorporate the terms and conditions of the Agreement. 26 27 28 RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO CREST CHEVROLET OF SAN 1 BERNARDINO PURSUANT TO SECTION 3.04.010-133 OF THE MUNICIPAL CODE, FOR ONE (1) 2010 SCHWARZE M6000 BROOM SWEEPER POWERED BY 2 COMPRESSED NATURAL GAS TO BE UTILIZED BY THE PUBLIC SERVICES DEPARTMENT STREET DIVISION; AND AWARD A LEASE-PURCHASE 3 AGREEMENT TO PINNACLE PUBLIC FINANCE. 4 SECTION 5. That Pinnacle Public Finance provided the lowest rate quote for the lease- 5 purchase of a one (1) Schwarze M6000 Broom Sweeper powered by Compressed Natural Gas 6 7 (CNG), marked Exhibit"B". Pursuant to this determination the Director of Finance is hereby 8 authorized to execute lease-purchase documents with Pinnacle Public Finance. 9 SECTION 6. The authorization to execute the above referenced Purchase 10 Order and Agreement is rescinded if it is not issued within sixty(60) days of the 11 passage of this Resolution. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 i I I RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO CREST CHEVROLET OF SAN 1 BERNARDINO PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE, FOR ONE (1) 2010 SCHWARZE M6000 BROOM SWEEPER POWERED BY 2 COMPRESSED NATURAL GAS TO BE UTILIZED BY THE PUBLIC SERVICES DEPARTMENT STREET DIVISION; AND AWARD A LEASE-PURCHASE 3 AGREEMENT TO PINNACLE PUBLIC FINANACE. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a meeting thereof, held 6 on the day of , 2011, by the following vote, to wit: 7 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ 10 VACANT 11 BRINKER 12 SHORETT 13 KELLEY 14 JOHNSON 15 16 MCCAMMACK 17 18 Rachel G. Clark, City Clerk 19 20 The foregoing resolution is hereby approved this day of 2011. 21 22 Patrick J. Morris, Mayor 23 City of San Bernardino 24 Ap ved as to Form: 25 es F. Penman, City Attorney 26 27 28 VENDOR SERVICE AGREEMENT 1 This Vendor Service Agreement is entered into this 7th day of March 2011, by and 2 between Crest Chevrolet ("VENDOR") and the City of San Bernardino ("CITY" or "San 3 4 Bernardino"). 5 WITNESSETH: 6 WHEREAS, the Mayor and Common Council has determined that it is advantageous 7 and in the best interest of the CITY to contract for the purchase of one (1) 2010 Schwarze 8 M6000 (CNG) powered Broom Sweeper; and 9 WHEREAS, the City of San Bernardino did not solicit and accept quotes from 10 available vendors for the purchase of one (1) 2010 Schwarze M6000 (CNG) powered Broom j 11 12 Sweeper; and, 13 NOW, THEREFORE,the parties hereto agree as follows: I 14 1. SCOPE OF SERVICES. 15 For the remuneration stipulated, San Bernardino hereby engages the services of 16 VENDOR to provide those products and services as set forth in its quote, a copy of which is 17 attached hereto as Attachment"2" and incorporated by this reference. 18 19 2. COMPENSATION AND EXPENSES. 20 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 21 pay the VENDOR up to the amount of $320,589.07, for the purchase of one (1) 22 2010 Schwarze M6000 (CNG)powered Broom Sweeper. 23 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 24 3. TERM; TERMINATION. 25 26 The term of this agreement shall be for one year. 27 28 Exhibit"A" 1 This Agreement may be terminated at any time by thirty (30) days prior written notice 1 by either party. The terms of this Agreement shall remain in force unless amended by written 2 agreement of the parties executed on or before date of expiration of current term of the 3 4 agreement. 5 4. WARRANTY 6 Vendor expressly warrants that all products and services supplied to City by Vendor 7 i under this Agreement shall conform to the specifications, drawings or other description upon 8 which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, 9 10 of good material and workmanship, free from defects and fee and clear of all liens or I 11 encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect 12 Vendor's obligations under this warranty, and such warranty shall survive inspection, testing, 13 acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or 14 services not conforming to the foregoing warranty without expense to the City, when notified 15 16 of such non-conformity by City. If Vendor fails to correct the defects in or replace non- 17 conforming goods or services promptly, City may, after reasonable notice to Vendor, make 18 such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for 19 purposes of this section shall not be deemed to require more than 60 calendars days notice 20 before commencement of efforts by the City to effect cover or a cure except upon written 21 agreement of the Parties. 22 5. INDEMNITY. 23 24 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, 25 agents or representatives, free and harmless from all claims, actions, damages and liabilities of 26 any kind and nature arising from bodily injury, including death, or property damage, based or 27 asserted upon any or alleged act or omission of Vendor, its employees, agents, or 28 Exhibit"A" 2 subcontractors, relating to or in any way connected with the accomplishment of the work or 1 performance of service under this Agreement, unless the bodily injury or property damage was 2 actually caused by the sole negligence of the City, its elected officials, employees, agents or 3 4 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its 5 own expense, including attorney's fees the City, its elected officials, employees, agents or 6 representatives from any and all legal actions based upon such actual or alleged acts or 7 omissions. Vendor hereby waives any and all rights to any types of express or implied 8 indemnity against the City, its elected officials, employees, agents or representatives, with 9 respect to third party claims against the Vendor relating to or in any way connected with the 10 accomplishment of the work or performance of services under this Agreement. 11 12 6. INSURANCE. 13 While not restricting or limiting the foregoing, during the term of this Agreement, 14 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 15 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 16 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 17 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 18 19 additional named insured in each policy of insurance provided hereunder. The Certificate of 20 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 21 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any 22 change or termination of policy. 23 7. NON-DISCRIMINATION. 24 In the performance of this Agreement and in the hiring and recruitment of employees, 25 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 26 27 discrimination in employment of persons because of their race, religion, color, national origin, 28 Exhibit"A" 3 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or 1 sexual orientation, or any other status protected by law. 2 8. INDEPENDENT CONTRACTOR. 3 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the 6 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 7 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 8 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 9 employees, and all business licenses, if any are required, in connection with the services to be 10 11 performed hereunder. 12 9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR 16 to practice its business or profession. 17 NOTICES. 18 19 Any notices to be given pursuant to this Agreement shall be deposited with the United 20 States Postal Service, postage prepaid and addressed as follows: 21 TO THE CITY: Public Services Director 300 North"D" Street 22 San Bernardino, CA 92418 23 Telephone: (909) 384-5140 24 TO THE VENDOR: Crest Chevrolet 909 West 21 st Street 25 San Bernardino, CA 92402-0501 Telephone: (909) 883-8833 26 Attn: Dan Zank 27 28 Exhibit"A" 4 10. ATTORNEYS' FEES. 1 In the event that litigation is brought by any party in connection with this Agreement, 2 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, 3 4 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 5 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 6 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 7 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 8 fees" for the purposes of this paragraph. 9 11. ASSIGNMENT. 10 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 11 12 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 13 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 14 and shall constitute a breach of this Agreement and cause for the termination of this ,. 15 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR 16 of VENDOR's obligation to perform all other obligations to be performed by VENDOR 17 hereunder for the term of this Agreement. 18 19 12. VENUE. 20 The parties hereto agree that all actions or proceedings arising in connection with this 21 Agreement shall be tried and litigated either in the State courts located in the County of San 22 Bernardino, State of California or the U.S. District Court for the Central District of California, 23 Riverside Division. The aforementioned choice of venue is intended by the parties to be 24 mandatory and not permissive in nature. 25 13. GOVERNING LAW. 26 27 This Agreement shall be governed by the laws of the State of California. 28 Exhibit"A" 5 AdWWWONNOWNWIEW 14. SUCCESSORS AND ASSIGNS. 1 This Agreement shall be binding on and inure to the benefit of the parties to this 2 Agreement and their respective heirs, representatives, successors, and assigns. 3 4 15. HEADINGS. 5 The subject headings of the sections of this Agreement are included for the purposes of 6 convenience only and shall not affect the construction or the interpretation of any of its 7 provisions. 8 16. SEVERABILITY. 9 If any provision of this Agreement is determined by a court of competent jurisdiction to 10 be invalid or unenforceable for any reason, such determination shall not affect the validity or 11 12 enforceability of the remaining terms and provisions hereof or of the offending provision in any 13 other circumstance, and the remaining provisions of this Agreement shall remain in full force 14 and effect. 15 17. ENTIRE AGREEMENT; MODIFICATION. 16 This Agreement constitutes the entire agreement and the understanding between the 17 parties, and supercedes any prior agreements and understandings relating to the subject manner 13 19 of this Agreement. This Agreement may be modified or amended only by a written instrument 20 executed by all parties to this Agreement. 21 22 23 24 25 26 27 28 Exhibit"A" 6 VENDOR SERVICE AGREEMENT 1 CREST CHEVROLET 2 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 3 date set forth below. 4 5 Dated: 12011 Crest Chevrolet 6 By: 7 8 9 Dated 2011 CITY OF SAN BERNARDINO 10 By: Charles E. McNeely, City Manager 11 Approved as to Form: 12 13 By: James F. Penman, City Attorney 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit"A" 7 N m wr. �&TODAy!� CP?E MST a R 909 W.21 st St.• P.O.Box 501 t www.crestchevy.com San Bernardino,CA 92402-0501 o Phone(909)883-8833 °e FAX (909)886-4418 jNtiiiNiNNtitiNtt FEBUARY 9,201.1 DON JOHNSON CITY OF SAN BERNARDINO 182 S SIERRA WAY SAN BERNARDINO SUBJECT: SCHWARZE M-6000CNG AS PER OUR CONVERSATION CREST CHEVROLET WILL HANDLE THE DMV PAPERWORK ON THE SCHWARZE M-6000 CNG FOR $250.00. THIS IS A LIST OF THE CHARGES FROM KELLY THE FEE FOR THE DMV PAPERWORK, AND THE CALIFORNIA STATE TIRE FEE FOR EACH UNIT. BASE PRICE 293,873.00 SALES TAX 26,448.57 SUB TOTAL 326,321..57 TIRE FEE 17.50 CREST CHARGE FOR DMV PAPERWORK 250.00 320,589.07 PLEASE CALL ME IF YOU HAVE ANY QUESTIONS. TRANK YOU -- --- DANNY LANK FLEET MANAGER Factory Authorized Sales and Service Attachment "Z" SALES SERVICE PARTS RENTALS 1884 WOODLAWN STREET,UPLAND,CA 91786 ETEL.909.920.4557 FAX.909.920.4558 TF.800.288.7933 Equipment WWW.KELLYEQUIPMENT.COM SUPPORT@KELLYEQUIPMENT.COM PROPOSAL Contact: Leon Schrader Proposal Date: 7-Feb-2011 Terms: COD or Finance Company: City of San Bernardino Created By: S.McElvy Status: New Order Address:300 N.D Street Manufacturer: Schwarze Delivery: 60-120 Days ARO City,State Tip: San Bernardino CA 92418 Unit Model: M-60DOCNG Stock#: Order Telephone: Chassisfrractor: Sterling Actera Expires: 30-Days Fax: FOB Point: Upland,CA E-Mail Address: Special Instructions: Unit Specifications Model: New Schwarze M-6000GNG 5.0 Cubit;Yard High Dump Hopper Single Engine Deiskjn Dump Height 16-Inches to 138-Inches Variable Conveyor Type Elevator with Chain and Sprocket Drive Squeegee 14,000 lbs.Hopper Lift Capacity 5&lnch Main Broom Dual 444nch Gutter Brooms Pneumatic Main Broom Pattern Control,In Cab Adjustment Dual Gutter Broom Tift,Hydraulic,In Cab Control 3-Way Positive Elevator Adjustment Pneumatic Gutter Broom Dom Pressure Control Elevator Jam Alarm and Indicator 300-Gallon Water Storage Tank 35-Gallon Hydraulic Reservoir Front Mounted Spray Bar Dual Gutter Broom Flood Lights Man Broom Spray Bar Rear Mounted Main Broom Flood Lights Gutter Broom Spray Bar(s) Rear Mounted Strobe Beacon with Guard Water Level Gauge In Cab Cab Mounted Strobe Beacon with Guard 12-Votl Electric Water Pump Standard 12-Month Warranty ACMD Rule 1186 and 1186-1 Certified(PM-10 Certified) Paint Standard White Tractor Specifications Model:2009 Sterling Actera Conventional Chassis Cummins 8.9 Lilor CNG Engine 133-Inch Wheel Bar,o Convontional Chassis All ROS-3500 5-Speed Automatic Transmission Dual Steering and Controls 33.000 Ibs,GVWR Chassis Dual Air Ride Seats Air Conditioned Cab Cruise Control AM/FM/CD Stereo Air Brakes 2-Speed Rear Axle Grey Vinyl Interior Chalmers Rear Suspension System Standard 2-Year Unlimited Mile Chassis Warranty Pant Standard White Standard 3-Yea-Transmission Warranty 24-Month Towing Warranty,Sterling Chassis Warranty:Allison Transmission,5-Years Auto Lube System Warranty:Cummins Engine,5-Years,300,000 Miles Optional Equipment Available Included with Proposal On Site Service and Operator Training No Charge Safety Camera System,Right and Rear Cameras Below On Site Warranty Repair Sweeper No Charge Unit Pricina: Unit Price: $ 294,913.00 .. .�� Other: San Bernardino Pricing Structure R3435 $ (8,990.00) Other:Camera System Option $ 2,450.00 Unit Total- $ 288,373.00 1 y r n Freight,Delivery and PDI 5 5,500.00 Documentation Fee: $ { State Tire Tax,Per Tire B $1.75 $ 10.50 California State Sales Tax: 8,759u Rate $ 25,232.64 Total Price FOB Destination $ 318,116.14 Finanrinn P►onnsal Lease or Loan: Amount to Finance: $ Down Payment $ Length of Term: Lease Residual: $ Doc Fee $ Proposed Lender: Interest Rate: Monthly Payment: $ Plus Tax Order Terms and Conditions Price valid for 30 days unless otherwise stated above.Terms are COD or proper execution of financing arrangement. In stock units are subject to prior sale. Delivery terms are best estimates and subject to delays beyond our control Financing terms provided for budgetary purposes only and are subject to credit approval- New equipment is offered with all standard factory warranties. Additional warranties maybe available but are not part of this proposal unless otherwise stated, Muth unit or specific unit discounts may require purchase of one or more units. A 15%non-refundable security deposit is required for all special order equipment Kelly Equipment Customer Signature Signature Name Name Title Title a Pinnacle Public Finance A BankUnited Company MASTER EQUIPMENT LEASE PURCHASE AGREEMENT 'This Master Equipment Lease Purchase Agreement dated as of March 11, 2011 and entered into between Pinnacle Public Finance, Inc., a Delaware corporation ("Lessor"), and City of San Bernardino, a body corporate and politic existing under the laws of the State of California("Lessee"). 1. Agreement. Lessee agrees to lease from Lessor certain bidding requirements as may be applicable to this Agreement "Equipment" as described in each Equipment Schedule(Exhibit and each Lease and the acquisition by Lessee of the Equipment A), which together with a Rental Payment Schedule(Exhibit A- as provided in each Lease; (e) during the Lease Term, the 1) constitute a "Schedule", subject to the terms and conditions Equipment will be used by Lessee solely and exclusively for the of and for the purposes set forth in each Lease. Items of purpose of performing essential governmental or proprietary equipment may be added to the Equipment from time to time by functions of Lessee consistent with the permissible scope of execution of additional Schedules by the parties hereto and as Lessee's authority; (f) Lessee will annually provide Lessor with otherwise provided herein. Each Schedule and the terms and current financial statements,budgets, proof of appropriation for provisions of this Agreement (which includes all exhibits the ensuing Fiscal Period, and such other financial information hereto, together with any amendments and modifications relating to the ability of Lessee to continue each Lease as may pursuant thereto) which are incorporated by reference into such be requested by Lessor; and (g) Lessee has an immediate need Schedule shall constitute a separate and independent lease and for the Equipment listed on each Schedule and expects to make installment purchase of the Equipment therein described and are immediate use of the Equipment listed on each Schedule. referred to herein as a"Lease". 4. Tax and Arbitrate Representations. Lessee hereby 2. Term. The"Commencement Date" for each Lease is the represents as follows: (a) the estimated total costs of the date when interest commences to accrue under such Lease Equipment listed in each Schedule will not be less than the total which date shall be the earlier of (i) the date on which the principal portion of the Rental Payments listed in such Rental Equipment listed in such Lease is accepted by Lessee in the Payment Schedule; (b) the Equipment listed in each Schedule manner described in Section 11, or (ii) the date on which has been ordered or is expected to be ordered within 6 months sufficient monies to purchase the Equipment listed in. such of the Commencement Date, and all amounts deposited in ease are deposited for that purpose with an escrow agent, or escrow to pay for the Equipment, and interest earnings, will be i) the date sufficient monies are set aside for acquisition of expended on costs of the Equipment and the financing within 3 Equipment as evidenced in Exhibit D, if applicable. The years of Commencement Date; (c) no proceeds of any Lease "Lease Term" for each Lease means the Original Term and all will be used to reimburse Lessee for expenditures made more Renewal Terms therein provided and for this Agreement means than 60 days prior to the Commencement Date or, if earlier, the period from the date hereof until this Agreement is more than 60 days prior to any official action taken to evidence terminated. The "Original Term" means the period from the an intent to finance; (d) Lessee has not created or established, Commencement Date for each Lease until the end of Lessee's and does not expect to create or establish, any sinking fund or fiscal year or biennium (as the case may be) (the "Fiscal similar fund(i)that is reasonably expected to be used to pay the Period") in effect at such Commencement Date. The"Renewal Rental Payments, or (ii) that may be used solely to prevent a Term" for each Lease is each term having a duration that is default in the payment of the Rental Payments; (e) the coextensive with the Fiscal Period. . Equipment listed in each Schedule has not been and is not 3. Representations and Covenants of Lessee. Lessee expected to be sold or otherwise disposed of by Lessee, either represents, covenants and warrants for the benefit of Lessor on in whole or in part, prior to the last maturity of Rental the date hereof and as of the Commencement Date of each Payments; (f) Lessee will comply with all applicable provisions Lease as follows: (a) Lessee is a public body corporate and of the Internal Revenue Code of 1986, as amended ("Code"), politic duly organized and existing under the constitution and including without limitation Sections 103 and 148 thereof, and laws of the State with full power and authority under the the applicable regulations of the Treasury Department to constitution and laws of the state where the Lessee is located maintain the exclusion of the interest components of Rental ("State") to enter into this Agreement and each Lease and the Payments from gross income for purposes of federal income transactions contemplated hereby and to perform all of its taxation; and (g) Lessee intends that each Lease not constitute a obligations hereunder and under each Lease; (b) Lessee has "true" lease for federal income tax purposes. duly authorized the execution and delivery of this Agreement 5. Lease of Equipment. Upon the execution of each and each Lease by proper action of its governing body at a Lease, Lessor demises, leases, transfers, and lets to Lessee, and meeting duly called and held in accordance with State law, or Lessee acquires, rents, leases and hires from Lessor, the by other appropriate official approval, and all requirements Equipment in accordance with the terms thereof. The Lease ave been met and procedures have occurred to ensure the Term for each Lease may be continued, solely at the option of alidity and enforceability of this Agreement and each Lease; Lessee, at the end of the Original Term or any Renewal Term (c) Lessee will do or cause to be done all things necessary to for the next succeeding Renewal Term up to the maximum preserve and keep in full force and effect its existence as a body Lease Term'set forth in such Lease. At the end of the Original corporate and politic; (d) Lessee has complied with such public Tenn and at the end of each Renewal Term the Lease Tern shall be automatically extended upon the successive 9. Rental PaVments. Lessee shall promptly pay "Rental appropriation by Lessee's governing body of amounts sufficient Payments" as described in Exhibit A-1 to each Lease, to pay Rental Payments and other amounts payable under the exclusively from legally available funds, to Lessor on the dates dated Lease during the next succeeding Fiscal Period until all and in such amounts as provided in each Lease. Lessee shall pay ,ntal Payments payable under such Lease have been paid in Lessor a charge on any Rental Payment not paid on the date such full, unless Lessee shall have terminated such Lease pursuant to payment is due at the rate of 12%per annum or the maximum rate Section 7 or Section 22. The terms and conditions during any permitted by law, whichever is less, from such date until paid. Renewal Term shall be the same as the terms and conditions Rental Payments consist of principal and interest portions.Lessor during the Original Term, except that the Rental Payments shall and Lessee understand and intend that the obligation of Lessee be as provided in the applicable Lease. to pay Rental Payments under each Lease shall constitute a 6. Continuation of Lease Term. Lessee currently intends, current expense of Lessee and shall not in any way be subject to Section 7, to continue the Lease Term of each Lease construed to be a debt of Lessee in contravention of any through the Original Term and all Renewal Terms and to pay applicable constitutional or statutory limitation or requirement the Rental Payments thereunder. Lessee reasonably believes concerning the creation of indebtedness by Lessee, nor shall that legally available funds in an amount sufficient to make all anything contained herein or in a Lease constitute a pledge of Rental Payments during the maximum Lease Term of each the general tax revenues,funds or monies of Lessee. Lease can be obtained. Lessee currently intends to do all things 10. RENTAL PAYMENTS TO BE UNCONDITIONAL. lawfully within its power to obtain and maintain funds from EXCEPT AS PROVIDED IN SECTION 7, THE which the Rental Payments may be made, including making OBLIGATIONS OF LESSEE TO MAKE RENTAL provision for such payments to the extent necessary in each PAYMENTS AND TO PERFORM AND OBSERVE THE budget or appropriation request submitted and adopted in OTHER COVENANTS AND AGREEMENTS CONTAINED accordance with applicable provisions of law. Notwithstanding IN EACH LEASE SHALL BE ABSOLUTE AND the foregoing, the decision whether or not to budget and LJNCONDITIONAL IN ALL EVENTS WITHOUT appropriate funds or to extend the applicable Schedule for any ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR Renewal Term is within the discretion of the governing body of DEFENSE, FOR ANY REASON, INCLUDING WITHOUT Lessee. LIMITATION ANY FAILURE OF THE EQUIPMENT TO BE 7. Nonappropriation. Lessee is obligated only to pay DELIVERED OR INSTALLED, ANY DEFECTS, such Rental Payments under each Lease as may lawfully be MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN made from funds budgeted and appropriated for that purpose. THE EQUIPMENT OR ANY ACCIDENT, ould Lessee fail to budget, appropriate or otherwise make CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. 1 %WA,ailable funds to pay Rental Payments under any Lease 11. DeliverV; Installation; Acceptance. Lessee shall order following the then current Original Term or Renewal Term, the Equipment, cause the Equipment to be delivered and such Lease or Leases shall be deemed terminated at the end of installed at the location specified in each Lease and pay any and the then current Original Term or Renewal Term. Lessee all delivery and installation costs in connection therewith. agrees to deliver notice to Lessor of such termination at least 30 When the Equipment listed in any Lease has been delivered and days prior to the end of the then current Original Term or installed, Lessee shall immediately accept such Equipment and Renewal Term, but failure to give such notice shall not extend evidence said acceptance by executing and delivering to Lessor the term beyond such Original Term or Renewal Term. If any an Acceptance Certificate (Exhibit B). Lessor shall provide Lease is terminated in accordance with this Section, Lessee Lessee with quiet use and enjoyment of the Equipment during agrees to peaceably deliver the Equipment to Lessor at the the Lease Term. location(s)to be specified by Lessor. 12. Location; Inspection. Once installed, no item of the 8. Conditions to Lessor's Performance. This Agreement Equipment will be moved from the location specified for it in is not a commitment by Lessor to enter into any Lease not the Lease on which such item is listed without Lessor's consent, currently in existence, and nothing in this Agreement shall be which consent shall not be unreasonably withheld. Lessor shall construed to impose any obligation upon Lessor to enter into have the right at all reasonable times during regular business any proposed Lease, it being understood that whether Lessor hours to enter into and upon the property of Lessee for the enters into any proposed Lease shall be a decision solely within purpose of inspecting the Equipment. Lessor's discretion. Less e e w cooperate erate with Lessor in 13. Use; Maintenance. Lessee will not install,use,operate p Lessor's review of any proposed Lease. Lessee understands that or maintain the Equipment improperly, carelessly, in violation Lessor requires certain documentation and information of any applicable law or in a manner contrary to that necessary to enter into any Lease and Lessee agrees to provide contemplated by the related Lease. Lessee shall provide all Lessor with any documentation or information Lessor may permits and licenses, if any, necessary for the installation and request in connection with Lessor's review of any proposed operation of the Equipment. In addition, Lessee agrees to Lease. Such documentation may include, without limitation, comply in all respects with all applicable laws, regulations and documentation concerning the Equipment and its contemplated rulings of any legislative, executive, administrative or judicial se and location and documentation or information concerning body. Lessee agrees that it will, at Lessee's own cost and reserve and keep the Equipment in good V%Ofie financial status of Lessee and other matters related to expense, maintain, p p b � Lessee. repair and working order. Lessee will enter into a maintenance clauses (a) and (b) above shall contain a provision naming contract for the Equipment that is acceptable to Lessor. Lessor as a loss payee and additional insured. 14. Title. Upon acceptance of the Equipment under a Lease 18. Advances. In the event Lessee shall fail to keep the AFWk)y Lessee, title to the Equipment shall vest in Lessee subject to Equipment in good repair and working order, Lessor may, but essor's rights under the Lease; provided that title shall shall be under no obligation to, maintain and repair the thereafter immediately and without any action by Lessee vest in Equipment and pay the cost thereof. All amounts so advanced Lessor, and Lessee shall immediately surrender possession of by Lessor shall constitute additional rent for the then current the Equipment to Lessor, upon (a) any termination of the Original Term or Renewal Term and Lessee agrees to pay such applicable Lease other than termination pursuant to Section 22 amounts so advanced by Lessor with interest thereon from the or(b)the occurrence of an Event of Default. Transfer of title to advance date until paid at the rate of 12% per annum or the Lessor pursuant to this Section shall occur automatically maximum rate permitted by law,whichever is less. without the necessity of any bill of sale, certificate of title or 19. Damage, Destruction and Condemnation. If(a) the other instrument of conveyance. Lessee shall, nevertheless, Equipment or any portion thereof is destroyed, in whole or in execute and deliver any such instruments as Lessor may request part,or is damaged by fire or other casualty or(b)title to,or the to evidence such transfer. temporary use of, the Equipment or any part thereof shall be 15. Security Interest. To secure the payment of all of taken under the exercise or threat of the power of eminent Lessee's obligations under each Lease, upon the execution of domain by any governmental body or by any person, firm or such Lease, Lessee grants to Lessor a security interest corporation acting pursuant to governmental authority, Lessee constituting a first and exclusive lien on the Equipment and Lessor will cause the Net Proceeds to be applied to the applicable to such Lease and on all proceeds therefrom. Lessee prompt replacement, repair, restoration, modification or agrees to execute such additional documents, in form improvement of the Equipment to substantially the same satisfactory to Lessor, which Lessor deems necessary or condition as existed prior to the event causing such damage, appropriate to establish and maintain its security interest in the destruction, or condemnation, unless Lessee shall have Equipment. The Equipment is and will remain personal exercised its option to purchase the Equipment pursuant to property and will not be deemed to be affixed to or a part of the Section 22. Any balance of the Net Proceeds remaining after real estate on which it may be situated. such work has been completed shall be paid to Lessee. 16. Liens, Taxes, Other Governmental Charges and For purposes of this Section, the term "Net Proceeds" shall Utility Charges. Lessee shall keep the Equipment free of all mean (y) the amount of insurance proceeds received by Lessee levies, liens and encumbrances except those created by each for replacing, repairing, restoring, modifying, or improving ease. The parties to this Agreement contemplate that the damaged or destroyed Equipment, or (z) the amount remaining -'quipment will be used for governmental or proprietary from the gross proceeds of any condemnation award or sale purposes of Lessee and that the Equipment will therefore be under threat of condemnation after deducting all expenses, exempt from all property taxes. If the use, possession or including attorneys' fees, incurred in the collection thereof. If acquisition of any Equipment is nevertheless determined to be the Net Proceeds are insufficient to pay in full the cost of any subject to taxation, Lessee shall pay when due all taxes and replacement, repair, restoration, modification or improvement governmental charges lawfully assessed or levied against or referred to herein, Lessee shall either (a) complete such with respect to such Equipment. Lessee shall pay all utility and replacement, repair, restoration, modification or improvement other charges incurred in the use and maintenance of the and pay any costs thereof in excess of the amount of the Net Equipment. Lessee shall pay such taxes or charges as the same Proceeds, or (b) pursuant to Section 22 purchase Lessor's may become due. interest in the Equipment and in any other Equipment listed in 17. Insurance. At its own expense, Lessee shall during the same Lease. The amount of the Net Proceeds, if any, each Lease Term maintain (a) casualty insurance insuring the remaining after completing such replacement, repair, Equipment against loss or damage by fire and all other risks restoration, modification or improvement or after purchasing covered by the standard extended coverage endorsement then in Lessor's interest in the Equipment and such other Equipment use in the State and any other risks reasonably required by shall be retained by Lessee. If Lessee shall make any payments Lessor, in an amount at least equal to the then applicable pursuant to this Section, Lessee shall not be entitled to any "Purchase Price" of the Equipment as described in Exhibit A-1 reimbursement therefor from Lessor nor shall Lessee be entitled of each Lease; (b) liability insurance that protects Lessee from to any diminution of the amounts payable under Section 9. liability in all events in form and amount satisfactory to Lessor; 20. DISCLAIMER OF WARRANTIES. LESSOR and(c)workers' compensation coverage as required by the laws MAKES NO WARRANTY OR REPRESENTATION, of the State; provided that, with Lessor's prior written consent, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, Lessee may self-insure against the risks described in clauses (a) DESIGN, CONDITION,MERCHANTABILITY OR FITNESS and (b). Lessee shall furnish to Lessor evidence of such FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF insurance or self-insurance coverage throughout each Lease THE EQUIPMENT, OR WARRANTY WITH RESPECT Term. Lessee shall not materially modify or cancel such THERETO WHETHER EXPRESS OR IMPLIED, AND surance or self-insurance coverage without first giving written LESSEE ACCEPTS SUCH EQUIPMENT AS IS AND WITH tice thereof to Lessor at least 10 days in advance of such ALL FAULTS. IN NO EVENT SHALL LESSOR BE LIABLE cancellation or modification. Alt such insurance described in FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR I i ) CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR under the Lease related to such Equipment. Lessee hereby 1 ARISING OUT OF ANY LEASE OR THE EXISTENCE, agrees that Lessor may, without notice to Lessee, sell, dispose FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY of, or assign this Agreement or any particular Lease or Leases TEM, PRODUCT OR SERVICE PROVIDED FOR IN ANY through a pool,trust, limited partnership,or other similar entity, EASE. whereby one or more interests are created in this Agreement or 21. Vendor's Warranties. Lessor hereby irrevocably in a Lease or Leases, or in the Equipment listed in or the Rental appoints Lessee as its agent and attorney-in-fact during each Payments under a particular Lease or Leases. Lease Term, so long as Lessee shall not be in default under the None of Lessee's right, title and interest in, to and under related Lease, to assert from time to time whatever claims and any Lease or any portion of the Equipment listed in each Lease rights (including without limitation warranties) relating to the may be assigned, subleased, or encumbered by Lessee for any Equipment that Lessor may have against Vendor. The term reason without obtaining prior written consent of Lessor. "Vendor"means any supplier or manufacturer of the Equipment 24. Events of Default. Any of the following events shall as well as the agents or dealers of the manufacturer or supplier constitute an "Event of Default" under a Lease: (a) failure by from whom Lessor purchased or is purchasing such Equipment. Lessee to pay any Rental Payment or other payment required to Lessee's sole remedy for the breach of such warranty, be paid under a Lease at the time specified therein; (b) failure indemnification or representation shall be against Vendor of the by Lessee to observe and perform any covenant, condition or Equipment, and not against Lessor. Any such matter shall not agreement on its part to be observed or performed,other than as have any effect whatsoever on the rights or obligations of referred to in subparagraph (a) above, for a period of 30 days Lessor with respect to any Lease, including the right to receive after written notice specifying such failure and requesting that it full and timely payments under a Lease. Lessee expressly be remedied is given to Lessee by Lessor; (c) any statement, acknowledges that Lessor makes, and has made, no representation or warranty made by Lessee in or pursuant to any representations or warranties whatsoever as to the existence or Lease shall prove to have been false, incorrect, misleading or the availability of such warranties by Vendor of the Equipment. breached in any material respect on the date when made; or (d) 22. Purchase Option. Lessee shall have the option to Lessee institutes any proceedings under any bankruptcy, purchase Lessor's interest in all of the Equipment listed in any insolvency,reorganization or similar law or a receiver or similar Lease, upon giving written notice to Lessor at least 60 days official is appointed for Lessee or any of its property. before the date of purchase, at the following times and upon the 25. Remedies on Default. Whenever any Event of Default s following terms: (a) on the Rental Payment dates specified in exists, Lessor shall have the right, at its sole option without any `F each Lease, upon payment in full of the Rental Payments then due further demand or notice, to take one or any combination of the �nder such Lease plus the then applicable Purchase Price as following remedial steps: (a)by written notice to Lessee,Lessor :ferenced in Exhibit A-1; or (b) in the event of substantial may declare all Rental Payments payable by Lessee pursuant to damage to or destruction or condemnation of substantially all of such Lease and other amounts payable by Lessee under such the Equipment listed in a Lease,on the day specified in Lessee's Lease to the end of the then current Original Term or Renewal notice to Lessor of its exercise of the purchase option upon Term to be immediately due and payable; (b) with or without payment in full to Lessor of the Rental Payments then due under terminating the Lease Term under such Lease, Lessor may enter such Lease plus the then applicable Purchase Price plus accrued the premises where the Equipment listed in such Lease is interest from the immediately preceding Rental Payment date to located and retake possession of such Equipment or require such purchase date. Lessee at Lessee's expense to promptly return any or all of such 23. Assienment. Lessor's right, title and interest in and to Equipment to the possession of Lessor at such place within the each Lease, including Rental Payments and any other amounts United States as Lessor shall specify, and sell or lease such payable by Lessee thereunder and all proceeds therefrom, may Equipment or, for the account of Lessee, sublease such be assigned and reassigned to one or more assignees or Equipment, continuing to hold Lessee liable for the difference subassignees by Lessor without the necessity of obtaining the between (i) the Rental Payments payable by Lessee pursuant to consent of Lessee; provided that any such assignment shall not such Lease and other amounts related to such Lease of the be effective until (a) Lessee has received written notice, signed Equipment listed therein that are payable by Lessee to the end by the assignor, of the name and address of the assignee, and of the then current Original Term or Renewal Term, as the case (b) it is registered on the registration books. Lessee shall retain may be, and (ii) the net proceeds of any such sale, leasing or all such notices as a register of all assignees in compliance with subleasing (after deducting all expenses of Lessor in exercising Section 149(a) of the Code, and shall make all payments to the its remedies under such Lease, including without limitation all assignee or assignees designated in such register. Lessee agrees expenses of taking possession, storing, reconditioning and to execute all documents that may be reasonably requested by selling or leasing such Equipment and all brokerage, Lessor or any assignee to protect its interests and property auctioneer's and attorney's fees), subject, however, to the assigned pursuant to this Section. Lessee shall not have the provisions of Section 7 hereof. The exercise of any such right to and shall not assert against any assignee any claim, remedies in respect of any such Event of Default shall not counterclaim or other right Lessee may have against Lessor or relieve Lessee of any other liabilities under any other Lease or endor. Assignments may include without limitation the Equipment listed therein; and (c) Lessor may take whatever %wokignment of all of Lessor's security interest in and to the action at law or in equity may appear necessary or desirable to Equipment listed in a particular Lease and all rights in, to and enforce its rights under such Lease or as a secured party in any or all of the Equipment. Any net proceeds from the exercise of condition, purchase, delivery, rejection, storage or return of any any remedy under a Lease (after deducting all costs and item of Equipment, (d) any accident in connection with the expenses referenced in the Section) shall be applied as follows: operation, use, condition, possession, storage or return of any l if such remedy is exercised solely with respect to a single item of Equipment resulting in damage to property or injury to ase,Equipment listed in such Lease or rights thereunder,then or death to any person, and/or(e)the breach of any covenant or 1 4 o amounts due pursuant to such Lease and other amounts any material representation contained in a Lease. The related to such Lease or such Equipment; or(ii) if such remedy indemnification arising under this Section shall continue in full is exercised with respect to more than one Lease, Equipment force and effect notwithstanding the full payment of all listed in more than one Lease or rights under more than one obligations under all Leases or the termination of the Lease Lease,then to amounts due pursuant to such Leases pro-rata. Term under all Leases for any reason. 26. No Remedy Exclusive. No remedy herein conferred 29. Miscellaneous Provisions. Each Lease shall inure to upon or reserved to Lessor is intended to be exclusive and every the benefit of and shall be binding upon Lessor and Lessee and such remedy shall be cumulative and shall be in addition to their respective successors and assigns. References herein to every other remedy given under a Lease now or hereafter "Lessor" shall be deemed to include each of its assignees and existing at law or in equity. subsequent assignees from and after the effective date of each 27. Notices. All notices or other communications under assignment as permitted by Section 23. In the event any any Lease shall be sufficiently given and shall be deemed given provision of any Lease shall be held invalid or unenforceable by when delivered or mailed by registered mail, postage prepaid, any court of competent jurisdiction, such holding shall not to the parties hereto at the addresses listed below (or at such invalidate or render unenforceable any other provision thereof. other address as either party hereto shall designate in writing to Each Lease may be amended by mutual written consent of the other for notices to such party), or to any assignee at its Lessor and Lessee. Each Lease may be simultaneously address as it appears on the registration books maintained by executed in several counterparts, each of which shall be an Lessee. original and all of which shall constitute but one and the same 28. Release and Indemnification. To the extent permitted instrument. The captions or headings in this Agreement and in by State law, and subject to Section 7, Lessee shall indemnify, each Lease are for convenience only and in no wa} define, limit release, protect, hold harmless, save and keep harmless Lessor or describe the scope or intent of any provisions or sections of from and against any and all liability, obligation,loss, claim,tax this Agreement or any Lease. This Agreement and each Lease and damage whatsoever, regardless of cause thereof, and all shall be governed by and construed in accordance with the laws expenses in connection therewith (including,without limitation, of the State. ° "'ttorney's fees and expenses, penalties connected therewith ` ;.nposed on interest received) arising out of or as result of(a) entering into any Lease, (b) the ownership of any item of Equipment, (c) the ordering, acquisition, use, operation, IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. (LESSOR) (LESSEE) Pinnacle Public Finance, Inc. City of San Bernardino 8377 East Hartford Drive, Suite 115 300 N. "D" Street,4h Floor,Finance Scottsdale, AZ 85255 San Bernardino,CA 92418 Signature: `� Signature: Cathleen D. im ez Name/Title: Name/Title: Date: �a5�a�( � Date: Imes F. Penman, City Attorney .. By EXHIBIT A SCHEDULE OF PROPERTY NO. 1 RE: MASTER EQUIPMENT LEASE PURCHASE AGREEMENT entered into as of March 11,2011,("Agreement"),between Pinnacle Public Finance, Inc. ("Lessor")and City of San Bernardino ("Lessee"). All terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. The following items of Equipment are hereby included under this Schedule to the Agreement. To the extent that less than all of the Equipment subject to this Schedule has been installed and accepted by Lessee on or prior to the date hereof,Lessee hereby acknowledges that a portion of the Equipment has not been delivered, installed and accepted by Lessee for purposes of this Lease and Lessor hereby commits to provide funds in an amount sufficient to pay the costs to acquire and install the Equipment. In consideration of the foregoing,Lessee hereby acknowledges and agrees that its obligation to make Rental Payments as set forth in this Schedule is absolute and unconditional as of the date hereof and on each date and in the amounts as set forth in the Rental Payment Schedule, subject to the terms and conditions of the Lease. Ninety five percent of the financing costs are being used to acquire assets that will be capitalized. DESCRIPTION OF EOUIPMENT Quantity Description Model No. Serial No, 1 Roll Off Refuse Truck 2 Front Loader Refuse Trucks Side Loader Refuse Trucks Street Sweeper 3 Ford F-550 Trucks Lessee hereby represents, warrants and covenants that its representations,warranties and covenants set forth in the Agreement are true and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. Dated: March 11,2011 Lessor: Pinnacle Public Finance,Inc..( Lessee: City of San Bernardino Signature: b.J.�, Signature: e can .Jime Name/Title: dP¢0(�;ratinrta Name/Title: Date: c�� a5 � Date: EXHIBIT A-1 RENTAL PAYMENT SCHEDULE RE: Schedule of Property No. 1 dated March 11,2011 to Master Equipment Lease Purchase Agreement dated as of March 11,2011 between Pinnacle Public Finance, Inc.,as Lessor,and City of San Bernardino,as Lessee. Rate 2.8900% Payment Payment Purchase Outstanding Date Amount Interest Principal Price Balance PMNT# 3/11/2011 $2,090,406.11 1 9/11/2011 $165,999.37 $30,206.37 $135,793.00 $1,993,705.37 $1,954,613.11 2 3/11/2012 $165,999.37 $28,244.16 $137,755.21 $1,853,195.06 $1,816,857.90 3 9/11/2012 $165,999.37 $26,253.60 $139,745.77 $1,710,654.37 $1,677,112.13 4 3/11/2013 $165,999.37 $24,234.27 $1411765.10 $1,566,053.97 $1,535,347.03 5 9/11/2013 $165,999.37 $22,185.76 $143,813.61 $1,419,364.09 $1,391,533.42 6 3/11/2014 $165,999.37 $20,107.66 $145,891.71 $1,270,554.54 $1,245,641.71 7 9/11/2014 $165,999.37 $17,999.52 $147,999.85 $1,119,594.70 $1,097,641.86 8 3/11/2015 $165,999.37 $15,860.92 $150,138.45 $966,453.48 $947,503.41 9 9/11/2015 $165,999.37 $13,691.42 $152,307.95 $811,099.37 $795,195.46 10 3/11/2016 $165,999.37 $11,490.57 $154,508.80 $653,500.39 $640,686.66 11 9/11/2016 $165,999.37 $9,257.92 $156,741.45 $493,624.11 $483,945.21 12 3/11/2017 $165,999.37 $6,993.01 $159,006.36 $331,437.63 $324,938.85 13 9/11/2017 $165,999.37 $4,695.37 $161,304.00 $166,907.55 $163,634.85 14 3/11/2018 $165,999.37 $2,364.52 $163,634.85 $0.00 TOTALS $2,323,991.18 $233,585.07 $2,090,406.11 COMMENCEMENT DATE: March 11,2011 City of San Bernardino Signature: Name/Title: Date: EXHIBIT B FINAL ACCEPTANCE CERTIFICATE Re: Schedule of Property No. 1 dated March 11,2011 to Master Equipment Lease Purchase Agreement dated as of March 11,2011 between Pinnacle Public Finance, Inc.,as Lessor,and City of San Bernardino,as Lessee. In accordance with the Master Equipment Lease Purchase Agreement(the"Agreement"), the undersigned Lessee hereby certifies and represents to,and agrees with Lessor as follows: (1) All of the Equipment(as such term is defined in the Agreement)listed in the above-referenced Schedule of Property(the"Schedule")has been delivered,installed and accepted on the date hereof. (2) Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement. (4) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event of Default(as defined in the Agreement)exists at the date hereof. LESSEE City of San Bernardino Signature: Name/Title: Acceptance Date: INSURANCE COVERAGE REQUIREMENTS SSOR: Pinnacle Public Finance,Inc. LESSEE: City of San Bernardino Please Reference Control # 100319 on Certificate of Insurance I. In accordance with Section 17 of the Agreement, we have instructed the insurance agent named below: (Please fill in name, address and telephone number). Telephone: Fax: Contact: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Fonn Loss Payable Clause naming Pinnacle Public Finance, Inc. and/or its assigns,as Loss Payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming Pinnacle Public Finance,Inc. and/or its assigns as Additional Insured. Minimum Coverage Required: $5,000,000 OR 2. Pursuant to Section 17 of the Agreement,we are self-insured for all risk, physical damage,and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. PLEASE LIST NAME&ADDRESS AS FOLLOWS: Pinnacle Public Finance,Inc. 8377 East Hartford Drive,Suite 115 Scottsdale, AZ 85255 LESSEE: City of San Bernardino Signature: Name/Title: Date: PAYMENT INSTRUCTIONS rsuant to the Master Equipment Lease Purchase Agreement dated March 11,2011 (the"Agreement'),Schedule of Property No. 1,dated March 11,2011,between Pinnacle Public Finance,Inc.(the"Lessor")and City of San Bernardino(the"Lessee"),Lessee hereby acknowledges the obligations to make Rental Payments promptly when due,in accordance with Exhibit A-I to the Agreement. LESSEE NAME: TAX ID#: INVOICE MAILING ADDRESS: Mail invoices to the attention of: Phone Fax(_) Approval of Invoices required by: Phone( ) Fax(_) Accounts Payable Contact: Phone Fax() Processing time for Invoices: Approval: Checks: Do you have a Purchase Order Number that you would like included on the invoice? No Yes PO# Do your Purchase order numbers change annually? No Yes Processing time for new purchase orders: LESSEE: City of San Bernardino onature: Ume/Title: Date: wpm— a- BANK QUALIFIED DESIGNATION SCHEDULE NO. 1 DATED MARCH 11,2011 TO MASTER LEASE PURCHASE AGREEMENT DATED MARCH 11,2011 Lessee hereby represents and certifies the following (please check one): Bank Qualified ❑ Lessee has designated, and hereby designates,this Lease as a"qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended(the"Code"). In making that designation, Lessee hereby certifies and represents that: • As of the date hereof in the current calendar year, neither Lessee nor any other issuer on behalf of Lessee has designated more than $10,000,000 (the statutory limitation through 12/31/2011) of obligations(including this Lease)as"qualified tax-exempt obligations"; • Lessee reasonably anticipates that the total amount of tax-exempt obligations (including this Lease)to be issued by or on behalf of Lessee (or allocated to Lessee) during the current calendar year will not exceed$10,000,000; • The Lease will not be at any time a"private activity bond"as defined in Section 141 of the Code; • The Lease is not subject to control by any entity and there are no entities subject to control by Lessee; and • Not more than $10,000,000 of obligations of any kind (including the Lease) issued by, on behalf of or allocated to Lessee will be designated for purposes of Section 265(b)(3) of the Code during the current calendar year. Non-Bank Qualified ❑ Lessee has not designated this Lease as a"qualified tax-exempt obligation"for the purposes and within the meaning of Section 265(b)(3)of the Code. LESSEE: City of San Bernardino Signature: X Printed Name/Title: X Date: X Instructions for 8038-G: Updated for use with May, 2090 form The below described lines need to be completed by the Lessee: Line 2: Enter the Lessee's EIN number An issuer(Lessee)that does not have an employer identification number (EIN) should apply for one on Form SS-4, Application for Employer Identification Number. This form may be obtained at Social Security Administration offices or by calling 1-800-TAX-FORM (1-800- 829-3676). You can also get this form on the IRS website at www.irs.gov. You may receive an EIN by telephone by following the instructions for Form SS-4. Lines 9 and 10: Enter the name, title, and telephone number of the officer of the Issuer whom the IRS may call for more information If the issuer wishes to designate a person other than an officer of the issuer (including a legal representative or paid preparer) whom the IRS may call for more information with respect to this return, enter the name, title,and telephone number of such person. Line 38: Bank Qualified Designation Check this box if this Lease is designated as a "small issuer exception" under section 265(b)(3)(B)(i)(III). (Lessee reasonably anticipates that the total amount of tax-exempt obligations (including this Lease) to be issued by or on behalf of Lessee (or allocated to Lessee)during the calendar year 2011 will not exceed$10,000,000.) Signature and Consent: Please provide an authorized signature, date, and printed (or typed) name and title of the individual signing on behalf of Lessee. PPF 100319 _G Information Return for Tax-Exempt Governmental Obligations Form V 8038 V ► Under Internal Revenue Code section 149(e) OMB No.1545-0720 (Rev.May 2010) ► See separate instructions. Department of the Treasury Caution: If the issue price is under$100,000, use Form 8038-GC. Internal Revenue service FTM Reporting Repor-ting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(ON) City of San Bernardino 3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 4 Report number(For IRS Use Only) 300 N. "D"Street,4th Floor,Finance 15 5 City,town,or post office,state,and ZIP code 6 Date of issue San Bernardino, CA 92418 03111/2011 7 Name of issue 8 CUSIP number Sch of Prop No. 1 dtd 3/11/2011 to MELPA dtd 3/11/2011 9 Name and title of officer of the issuer or other person whom the IRS may call for more information 10 Telephone number of officer or other person EMM ( ) Type of Issue (enter the issue price) See instructions and attach schedule 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . 13 14 Public safety 14 15 Environment (including sewage bonds). . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ► Public Works Vehicles 18 1 $2,090,406 11 19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . ► ❑ If obligations are BANs, check only box 19b . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . . . . . . . ► ❑ Description of Obligations. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 03/11/2018 $ 2,090,406.11 $ $2,090,406.11 3.6335 years 2.8900 % Uses of Proceeds of Bond Issue (including underwriters' discount 22 Proceeds used for accrued interest. . . . . . . . . . . . . . . . . . . 22 0 00 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 23 $2,090,406 11 24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 0 00 25 Proceeds used for credit enhancement . . . . . . . . . . . 25 0 00 26 Proceeds allocated to reasonably required reserve or replacement fund . . 26 0 00 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 0 00 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 01 00 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . 29 0 00 30 Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here 30 $2,090,406 11 Description of Refunded Bonds (Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded. . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . ► 34 Enter the date(s)the refunded bonds were issued ►(MM/DD/YYYY) For Privacy Act and Paperwork Reduction Act Notice, see separate instructions. Cat.No.637735 Form 8038-G (Rev.5-2010) i • i I i i Form 8038-G(Rev. 5-2010) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a , b Enter the final maturity date of the GIC ► 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box►❑ and enter the name of the issuer ► and the date of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check box . . . . ► ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 40 If the issuer has identified a hedge, check box . . . . . . . . . . . . . . . . . . . . . . . . ► ❑ Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary and to process this return,to the person that I have authorized above. Consent ' Signature of issuer's authorized representative Date ' Type or print name and title Paid Preparers ' Date Ceck if Preparer's SSN or PTIN signature �S a�l sehlf-employed❑ P01269392 Preparer's Firm's name r Pinnacle Pc Finance, c. EIN 27 3119149 Use Only yours if self-employed), address,and ZIP code 8377 E. Hartford Dr., Ste 115, Scottsdale AZ 852551 Phone no. (480 ) 585-3789 Form 8038-G (Rev.5-2010) CERTIFICATE OF SIGNATURE AUTHORITY OF LESSEE March 11, 2011 Pinnacle Public Finance, Inc. 8377 East Hartford Drive, Suite 115 Scottsdale,AZ 85255 RE: Schedule of Property No. 1 dated March 11, 2011 ("Lease")to the Master Equipment Lease Purchase Agreement dated March 11, 2011 ("Agreement"), by and between City of San Bernardino("Lessee")and Pinnacle Public Finance,Inc. ("Lessor"). Dear Pinnacle Public Finance,Inc., I,the undersigned,do hereby certify (i) that (please print the name and title of the person who signed the lease documents on the line above) the officer of Lessee who executed the foregoing Lease and Agreement on behalf of Lessee and whose genuine signature appears thereon, is the duly qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized to execute the foregoing Lease and Agreement on behalf of Lessee, and (ii) that the budget year of Lessee is from to Sincerely, Signature: Name/Title: Dated: The Certificate of Signature Authority of Lessee should be executed by an authorized individual confirmjng the executioner of the remaining documents is authorized. This document cannot be signed by the person signing the lease documents. Nowi I ESCROW AGREEMENT This Escrow Agreement, dated as of March 11, 2011 by and among Pinnacle Public Finance, Inc., a Delaware corporation("Lessor"), City of San Bernardino ("Lessee"), and The Bank of New York Mellon Trust Company,N.A., a national banking association with a corporate trust office in St Louis, MO, as Escrow Agent (the"Escrow Agent"): In consideration of the mutual covenants and agreements herein set forth,the parties hereto do hereby covenant and agree as follows: 1. This Escrow Agreement relates to and is hereby made a part of Schedule of Property No. 1 dated as of the date hereof, between Lessor and Lessee,to the Master Equipment Lease Purchase Agreement dated March 11, 2011 between Lessor and Lessee("Lease"). 2. Except as otherwise defined herein, all terms defined in the Lease shall have the same meaning for the purposes of this Escrow Agreement as in the Lease. 3. Lessor, Lessee and the Escrow Agent agree that the Escrow Agent will act as sole Escrow Agent under the Lease and this Escrow Agreement, in accordance with the terms and conditions set forth in this Escrow Agreement. The Escrow Agent shall not be deemed to be a party to the Lease and this Escrow Agreement shall be deemed to constitute the entire agreement among Lessor, Lessee, and Escrow Agent. 4. There is hereby established in the custody of Escrow Agent a special trust fund designated the Acquisition Fund (the"Acquisition Fund")to be held and administered by the Escrow Agent in trust for the benefit of Lessor and Lessee in accordance with the Escrow Agreement. 5. (a) Lessor shall deposit$2,090,406.11 in the Acquisition Fund. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of a representative of Lessee in Qualified Investments (as hereinafter defined)maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. Such investments shall be held by the Escrow Agent in the Acquisition Fund, and any interest earned on such investments shall be paid to Lessee. (b) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative to either the investment of the Acquisition Fund or the purchase, sale, retention or other disposition of any Qualified Investment. The Lessee warrants that the investments directed to be purchased by the Escrow Agent pursuant to this paragraph 5 are Qualified Investments as defined in paragraph 6 of this Escrow Agreement. The Lessee will give at least ten (10) business days advance notice for the purchase of United States Treasury Obligations-State and Local Government Series time/demand deposit securities. (c) Any loss or expense incurred from an investment will be borne by the Acquisition Fund. if the Escrow Agent does not receive directions to invest the monies held in the Acquisition Fund, its only obligation with respect to the Acquisition Fund shall be to hold it or deposit uninvested without liability for interest or other compensation to either party. (d) The Escrow Agent is hereby authorized to execute purchase and sales of Qualified Investments through the facilities of its own trading or capital markets operations. The Escrow Agent shall send statements to each of the parties periodically reflecting activity for the Escrow Account for the preceding month. 6. "Qualified Investments" shall be defined for purposes of this Escrow Agreement as follows: i i i i (a) For Leases not qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C) of the Code, "Qualified Investments"means,to the extent the same are at the time legal for investment of the funds being invested: (i)United States Treasury Bills or United States Treasury Notes traded on an open market or issued directly by the United States at a yield not exceeding %per .✓ annum, (ii)United States Treasury Obligations- State and Local Governmental Series time deposit securities with a yield not exceeding %per annum, (iii) obligations the interest of which is not includable in the gross income of the owner thereof for federal income tax purposes under Section 103 of the Code and which are rated AA or better by Standard &Poors Corporation or Aa or better by Moody's Investors Service, Inc., (iv) shares of qualified regulated investment companies which distribute exempt- interest dividends within the meaning of Section 852 of the Code and which are rated AA or better by Standard&Poors Corporation or Aa or better by Moody's Investors Service, Inc. (tax-exempt mutual funds), (v)United States Treasury Obligations- State and Local Government Series demand deposit securities, or (vi) Money Market Fund or Money Market Deposit Account that is fully FDIC-insured as agreed to by the Lessee. (b) For Leases qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C)of the Code, "Qualified Investments"means to the extent the same are at the time legal for investment of the funds being invested: (i) direct general obligations of the United States of America; (ii)obligations, the timely payment of the principal and interest on which is fully and unconditionally guaranteed by the United States of America; (iii) general obligations of the agencies and instrumentalities of the United States of America acceptable to Lessor; (iv) certificates of deposits,time deposits, bank deposits or demand deposits with any bank or savings institution including the Escrow Agent or any affiliate thereof, provided that such certificates of deposit,time deposits, bank deposits or demand deposits, if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in (i), (ii) or(iii) above, or(v)repurchase agreements with any state or national bank or trust company, including the Escrow Agent or any affiliate thereof, that are secured by obligations of the type described in (i),(ii) or(iii)above, provided that such collateral is free and clear of claims of third parties and that the Escrow Agent or a third party acting solely as agent for the Escrow Agent has possession of such collateral and a perfected first security interest in such collateral. i 7. Moneys in the Acquisition Fund shall be used to pay for the cost of the acquisition of the Equipment. Payment shall be made from the Acquisition Fund for the cost of acquisition of part or all Equipment upon presentation to the Escrow Agent of one or more properly executed Payment Request and Acceptance Certificates, a form of which is attached hereto as Exhibit A, executed by Lessee and approved by Lessor,together with an invoice for the cost of the acquisition of the Equipment for which payment is requested and a written approval by Lessor of the Vendor to be paid. I 8. Concerning the Escrow Agent. i i Notwithstanding any provision contained herein to the contrary, the Escrow Agent, including its officers, directors, employees and agents, shall: a not be liable for any action taken or o mitted under this Escrow Agreement so long as it shall have acted in good faith and without negligence; and shall have no responsibility to inquire into or determine the genuineness, authenticity,or sufficiency of any securities, checks, or other documents or instruments submitted to it in connection with its duties hereunder; (b) be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to sign such documents or instruments on behalf of the parties hereto, and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind; and have no liability for acting upon any written Q and/or facsimile and/or email instructions presented by Lessee/Lessor/Pinnacle Public Finance, Inc. in connection with this Escrow Agreement which the Escrow Agent in good faith believes to be genuine. (c) be entitled to refrain from taking any action contemplated by this Escrow Agreement in the event that it becomes aware of any disagreement between the parties hereto as to any facts or as to the happening of any contemplated event precedent to such action; (d) have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein; (e) be entitled to compensation for its services hereunder as per Exhibit B, which is attached hereto and made a part hereof, and for reimbursement of its out-of-pocket expenses including, but not by way of'limitation, the fees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder, all to be paid by Lessee, and the Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Acquisition Fund, with respect to its unpaid fees and nonreimbursed expenses, superior to the interests of any other persons or entities, and shall be entitled and is hereby granted the right to set off and deduct any unpaid fees and/or nonreimbursed expenses from amounts on deposit pursuant to this Escrow Agreement. (f) be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from each of the parties hereto, regardless of whether any party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended; (g) have no liability for acting upon any written instruction presented by Lessor in connection with this Escrow Agreement which the Escrow Agent in good faith believes to be genuine. Furthermore,the Escrow Agent shall not be liable for nay act or omission in connection with this Agreement except for its own negligence, willful misconduct or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Acquisition Fund as a result of the investments made by the Escrow Agent; (h) in the event any dispute shall arise between the parties with respect to the disposition or disbursement of any of the assets held hereunder, be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to same; (i) only have those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the parties to this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document between the other parties hereto, in connection herewith, including,without limitation, the Lease referred to in the preamble or the body of this Escrow Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Escrow Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY(i)DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE REASONABLE COMMERCIAL STANDARDS OF THE BANKING BUSINESS, OR(ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (j) have the right, but not the obligation, to consult with nationally-recognized counsel of its choice and shall not be liable for action taken or omitted to be taken by the Escrow Agent either in accordance with the k advise of such counsel or in accordance with any opinion of counsel to Lessor addressed and delivered to the Escrow Agent; (k) have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees; and (1) shall not be required by any provision of this Escrow Agreement to expend or risk its own funds in the performance of its duties if it shall have reasonable grounds for believing that repayment of such funds is not reasonably assured to it. Any banking association or corporation into which the Escrow Agent(or substantially all of its corporate trust business)may be merged, converted or with which the Escrow Agent may be'consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, succeed to all the Escrow Agent's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 9. Tax Matters. a) Reporting of Income: The Escrow Agent shall report to the Internal Revenue Service, as of each calendar year-end, all income earned from the investment of any sum held in the Escrow Fund against Lessee, whether or not said income has been distributed during such year, as and to the extend required by law. b) Preparation and Filing of Tax Returns: Any tax returns required to be prepared and filed will be prepared and filed by Lessee with the Internal Revenue Service in all years income is earned, whether or not income is received or distributed in any particular tax year, and Escrow Agent shall have no responsibility for the preparation and/or filing or any tax return with respect to any income earned by the Acquisition Fund. c) Payment of Taxes: Any taxes payable on income earned from the investment of any sums held in the Acquisition Fund shall be paid by Lessee, whether or not the income was distributed by the Escrow Agent during any particular year. 10. The Acquisition Fund shall terminate upon the occurrence of the earlier of(a)the presentation of a proper Payment Request and Acceptance Certificate with the portion thereof designated "Final Acceptance Certificate"properly executed by Lessee, or(b)the presentation of written notification by the Lessor, or if the Lessor shall have assigned its interest under the Agreement, then the assignees or subassignees of all of Lessor's interest under the Lease or an Agent on their behalf,that an Event of Default has occurred or that Lessee has terminated the Lease pursuant to Section 7 of the Lease. Upon termination as described in clause(a) of this paragraph, any amount remaining in the Acquisition Fund shall be used to prepay, in the sole discretion of the Lessor, either(i)principal payments thereafter due under the lease in the inverse order or their maturities, or(ii)proportionately to each principal payment thereafter due under the Lease. In the event that Lessor elects to apply such amounts in accordance with clause(i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled under the Lease. In the event that Lessor elects to apply such amounts in accordance with clause(ii) of this Section 10, Lessor shall provide Lessee with a revised payment schedule which shall reflect the revised principal balance and reduced Rental Payments due under the Lease. Upon termination as described in clause(b) of this paragraph, any amount remaining in the Acquisition Fund shall immediately be paid to Lessor or, pro rata,to any assignees or subassignees of Lessor. 11. The Escrow Agent may at any time resign by giving at least 39 days written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of a successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, with or without cause, by an instrument in writing executed by the Lessor and Lessee. hi the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee, and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall,without any further act or deed,be fully vested with all the trust, powers, rights, duties and obligations of the Escrow Agent under this Escrow Agreement, and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to such successor Escrow Agent. 12. The Escrow Agent incurs no liability to make any disbursements pursuant to the Escrow Agreement except from funds held in the Acquisition Fund. The Escrow Agent makes no representations or warranties as to the title to any Equipment or as to the performance of any obligations of Lessor or Lessee. In the event the Escrow Agent becomes involved in litigation by reason of the administration of the Acquisition Fund, it is hereby authorized to deposit with the appropriate Clerk of the Court, in which the litigation is pending, any and all funds, securities or other property held by it pursuant hereto, less its reasonable fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties regarding the Acquisition Fund. Also, in the event the Escrow Agent is threatened with litigation by reason of this Escrow Agreement regarding the Acquisition Fund, it is hereby authorized to file an interpleader action in any court of competent jurisdiction and to deposit with the Clerk of such Court, any funds, securities, or other property held by it, less its reasonable fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties regarding the Acquisition Fund. 13. Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Escrow Agreement shall be in writing and be given in person, by facsimile transmission or courier delivery service or by mail, and shall become effective (a) on delivery if given in person, (b)on the date of delivery if sent by facsimile with receipt confirmed by telephone or by courier delivery service, or(c)four business days 3 after being deposited in the mails,with proper postage prepaid for first-class registered or certified mail. Notices shall be addressed as follows: (i) if to Lessor: Pinnacle Public Finance, Inc. 8377 East Hartford Drive, Suite 115 Scottsdale,AZ 85255 Attention: Investment Associate Fax Number: (480) 419-3603 (ii) if to Lessee: City of San Bernardino 300 N. "D" Street, 4`h Floor, Finance San Bernardino, CA 92418 Attention: Michael Gomez Phone Number: (909)384-5146 Tax ID: (iii) if to the Escrow Agent: The Bank of New York Mellon Trust Company,N.A., 911 Washington Ave. St. Louis, MO 63101 14. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 15. This Escrow Agreement may not be amended except by a written instrument executed by Lessor, Lessee and the Escrow Agent. 16. Governing Law, Counterparts. This Agreement shall be construed in accordance with the laws of the State of California. It may be executed in several counterparts, each one of which shall constitute an original and all collectively shall constitute but one instrument. IN WITNESS WHEREOF,Lessor, Lessee and the Escrow Agent have caused this Escrow Agreement to be executed by their duly authorized representatives. Pinnacle Public Finance, Inc. City of San Bernardino Lessor Lessee I 171(! B y ! By J Cathleen D. i nez ( Title: SVP, Operations Title: i V The Bank of New York Mellon Trust Company,N.A. Escrow Agent ( f By: Title: Exhibit A Escrow Agreement Payment Request and Acceptance Certificate rv� o: The Bank of New York Mellon Trust Company,N.A. Attn: James Agnew 911 Washington Ave. t St. Louis,MO € Phone Number: (3 14)613.8203 Fax Number: (314)613.8286 c and Pinnacle Public Finance,Inc. 8377 East Hartford Drive,Suite 115 F Scottsdale,AZ 85255 RE: Schedule of Property No. 1 dated March 11, 2011 to the Master Equipment Lease Purchase Agreement dated March 11, 2011 i The Escrow Agent is hereby requested to pay from the Acquisition Fund to the person or corporation designated below as Payee,the sum set forth below in payment of a portion or all of the cost of the acquisition of the equipment described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the"Equipment"listed in the Schedule of Property No. I dated March 11,2011 to the Master Equipment Lease Purchase Agreement dated March 11,2011 (the"Agreement"). uanti Serial Number/Description: Amount: t i Payee: i Payee's Federal ID Number: c ,essee hereby certifies and represents to and agrees with Lessor as follows: r r (1) The equipment described above has been delivered,installed and accepted on the date hereof. (2) Lessee has conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and hereby acknowledges that it accepts said equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement. (4) No event or condition that constitutes,or with notice or lapse of time or both would constitute,an Event of Default(as such term is defined in the Agreement)exists at the date hereof. Dated: City of San Bernardino LESSEE By Title Approved: Pinnacle Public Finance, Inc. LESSOR By a Title FINAL ACCEPTANCE CERTIFICATE t `r I (THIS CERTIFICATE IS TO BE EXECUTED ONLY WHEN ALL EQUIPMENT HAS BEEN ACCEPTED) The undersigned hereby certifies that the equipment described above,together with the equipment described in and accepted by Payment Request and Acceptance Certificates { previously filed by Lessee with the Lessor pursuant to the Agreement,constitutes all of the Equipment subject to the Agreement. Dated: f AP 04. LESSEE By 1 Title l 100319 I 1 E Exhibit B Escrow Agreement (Escrow Agent Fee Schedule) The Escrow Agent shall be entitled to fees for its ordinary services as follows: A one-time fee of$750.00 upon receipt of the Final Acceptance Certificate signed by Lessor/Lessee. This fee may be paid from interest earnings. In addition,the Escrow Agent shall be entitled to compensation and reimbursement of expenses for any extraordinary service provided pursuant to this Escrow Agreement. The foregoing right shall include the costs of any additional services performed by Escrow Agent which is not customarily considered to be a usual service provided in the administration of this escrow. CUSTOMER NOTICE REQUIRED BY THE USA PATRIOT ACT To help the US government fight the finding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (whether an individual or organization) for which a relationship is established. What this means to you: When you establish a relationship with The Bank of New York Mellon Trust Company, N.A., we will ask you to provide certain information (and documents) that will help us to identify you. We will ask for your organization's name, physical address, tax identification or other government registration number and other information that will help us to identify you. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization.