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HomeMy WebLinkAbout29-Purchasing . CIT.' OF SAN BEI'bfARDINOfl REQUEST "':OR COUNCIL ACTION From: Dean R. Meech, Purchasing Agent Subject: Lease Purchase Fi nanci ng For Vehicle Replacement Dept: Purchasing Date: February 19, 1990 Synopsis of Previous Council action: ~..' ., ;:) frl f.:;.,~;, (;"": None ..,., F: r"rl c,,J.::? I !.J.oo, (,.Ct CJ :r: "'1"'/ C1 ....,...., ~::.. _. .' Recommended motion: Adopt Resolution Dean R. Meech ~~4 Ignatu Contact person: Dean R. Meech Phone: 384-5085 Supporting data attached: Yes Ward: N/A FUNDING REQUIREMENTS: Amount: $811 .945.30 Source: (Acct. No.) 635- 311-54040 (Acct. DescriPtion) Vehi cl e Replacement Fund Finance: C\~ t) r'I---- Council Notes: 75-0262 Agenda Item No. eJ.. CJ ~--- CITY OF SAN BEFt-..4ARDINO - REQUEST.. OR COUNCIL ACTION STAFF REPORT The proposed Council Action is to provide for Lease Purchase financing of fifty (50) pieces of equipment in the vehicle replacement fund (635) in the 1989/90 budget. The Counci 1 Acti on Request is for approval of an addendum schedul e to the Lease Purchase Agreement of Pacificorp Capital Inc. Master Contract no. 86-1112 for the equipment purchase. The amount of equipment cost is $665,000 at 7.61% interest with ten (10) semi -annua 1 payments in arrears of $81,194.53 for a total payout of $811,945.30. Lease payment dates will be determined when the financing vendor receives delivery information on the equipment. Request Counci 1 approve Lease Purchasing at Counci l' searl i est convenience so that acquisition of equipment can start immediately. Attachments: (1) Existing vehicle/replacement vehicle list (2) Commitment Letter from Pacificorp 4~4 Dean R. Meech, Purchasing Agent 75-0264 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -- 1 RESOLUTION NO. RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF ADDENDUM SCHEDULES TO EXISTING LEASE PURCHASE AGREEMENT NO. 86-1112 WITH PACIFIC CORP CAPITAL INC. FOR THE FINANCING OF FIFTY (50) PIECES OF EQUIPMENT IN THE VEHICLE REPLACEMENT FUND IN ACCORDANCE WITH LEASE PURCHASE QUOTATION LP9003. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That Pacific Corp. Capital Inc. has been determined to be the lowest and best responsible bidder for the financing of fifty (50) pieces of equipment in the vehicle replacement fund in accordance with Lease Purchase Quotation LP 9003 and Lease Purchase Contract 86-1112 previously approved by the Mayor and Council and attached hereto and incorporated herein as Exhibit "A", and letter agreement attached hereto and incorporated herein as Exhibits "B", for the total amount of $665,000.00. Financing shall be at 7.61% interest with ten (10) semi-annual payments in arrears of $81,194.53, for a total payout of $811,945.30. Pursuant to this determination, the Purchasing Agent is hereby authorized and directed to prepare the necessary lease purchase transaction documents for said financing of fifty (50) pieces of equipment in the vehicle replacement fund to said lowest and best responsible bidder Pacific Corp Capital Inc.; such award shall only be effective upon the execution of an addendum Schedule by the Mayor of the City of San Bernardino and the tender of a Purchase order by the Purchasing Agent. SECTION 2. No other transaction shall be initiated under the Master Lease contained in this agreement without the prior approval of the Mayor and Common Council. DCR:mg/leasepur.res 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 approval of the Mayor and Common Council. SECTION 3. The Purchasing Agent, the Director of Finance, the City Attorney and the Mayor are hereby authorized to execute such documents as are necessary for the administration of this transaction. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the day of , 1990, by the following vote, to wit: Council Members: NAYS ABSTAIN AYES ESTRADA REILLY FLORES MAUDSLEY MINOR POPE-LUDLAM MILLER City Clerk The foregoing resolution is hereby approved this day of , 1990. w. R. HOLCOMB, Mayor City of San Bernardino Approved as to form and legal content: JAMES F. PENMAN City Attorney By: l1z~ t fl~ o - DCR:mg\leasepur.res 2 /--/ MUNICIPAL LEASING CORPORATION AGREEMENT Dated as of: February 6, 1986 Agreement No. 86-1112M CONTRACT PARTIES MUNICIPAL LEASING CORPORATION DBA MUNICIPAL FINANCE CORPORATION' IN CALIFORNIA B260 Greensboro Drive, Suite 225 McLean, Virginia 22102 A Virginia corporation, hereinafter referred to as -MLC-. CITY OF SAN BERNARDINO 300 North 0 Street San Bernardino, California 92418 An agency or political subdivision of the State of California hereinafter referred to as -Municipality- . These addresses are to be used for all correspondence and notices (all notices are to be by certified mail return receipt requested) from one party to the other and may be changed by notifying the other party in writing. THE PARTIES (MUNICIPALITY AND MLC) AGREE AS FOLLOWS: I. DEFINITIONS Por purposes of this Agreement and related documents, the listed definitions will apply: 1.1 ACCEPTANCE DATE. Unless otherwise agreed to by the prior written consent of MLC, it is defined as the acceptance by the Municipality of the first item of equipment delivered under this Agreement. 1.2 ASSIGNEE. The person(s) or entity(ies) to whom MLC transfers its rights, title and interest to a Schedule including the right to receive payments, a security interest in the Equipment, and rights under the related Insurance. 1.3 EQUIPMENT. The goods enumerated on the attached Schedule(s). 1.4 RESERVE FUND. A fund established by MLC with a national banking association for the benefit of Municipality and to assure the Investor or Registered OWners the timely distribution of Payments due hereunder, and to provide interest and principal payments to MLC's Assignee(s) subsequent to an event described in sections 7.1, B.l, 8.2 or a loss occurring under Section 8.4 hereof. ':. 1.5 SCHEDULE. The document signed by the parties whiCh authorizes the installation of Equipment by MLC, describes the Agreement term for that Equipment, and Municipality's obligations with respect to payment, the assignable contract. 1.6 TRANSACTION DOCUMENTS. The Agreement, the Schedule(s), and all related documents. II. PURPOSE 2.1 MLC sells Equipment listed on Schedule(s) to Municipality, for consideration indicated in those Schedule(s). 0,-. . .-. · ~ ; , 4\ \. ./ ," i~'S ..,- 1 . ...~ "--'. ~~ ... -1- 8214F EXHIBIT "A" /,.?- I II . TERM 3.1 The term of each Schedule will begin on the Acceptance Date of the Equipment listed thereon and will terminate, except as otherwise provided herein, at the expiration of the number of periods indicated on such Schedule. IV. PAYMENT 4.1 AMOUNT AND TIMES OF PAYMENT. The total purchase price indicated in the Schedule(s) will be paid in the Payment amounts set forth in the Schedule(s). Charges will accrue from the Acceptance Date. 4.2 LATE CHARGES. Payments received more than fifteen days after the due date will be sUbject to a late charge at the rate indicated in the appropriate Schedule (or at the highest rate allowed by law, if less). 4.3 ABATEMENT OF PAYMENTS. There will be no abatement or reduction of payments by the Municipality for any reason. It is the intention of the parties that the payments be made in all events, unless the Obligations to pay such amounts are terminated as provided herein. V. RESPONSIBILITIES OF MUNICIPALITY 5.1 CARE AND OSE OF EQUIPMENT. Municipality, at its own expense, will obtain remedial and preventive maintenance during the term of this Agreement to keep the Equipment in good operating condition and appearance. The Municipality agrees to use and provide maintenance for the Equipment only in manner and to standards contemplated by the Equipment manufacturer. Selection of the firm to provide maintenance coverage will be subject to approval by MLC, which approval will not be unreasonably withheld. Municipality agrees not to relocate the Equipment without the prior written permission of MLC. 5.2 INSPECTION. with reasonable prior notice, Municipality will allow MLC to enter the premises where the Equipment is located during normal business hours to inspect the Equipment in order to determine whether Municipality is fulfilling its responsibilities. ': 5.3 INDEMNITY. Municipality hereby agrees to indemnify and save MLC harmless from all liability, claims, loss, damage or expenses of any kind, made or suffered by any party, during or after the term of this Agreement caused directly or indirectly by the inadequacy of the Equipment, any interruption or loss of service, any loss of business or other damage resulting from any fault of or in the Equipment or arising out of the ownership, selection, possession, operation, control, use, maintenance, delivery or return of the Equipment, including but not limited to personal injury, property damage, death or consequential damages. Indemnifications shall include costs and expenses, inCluding reasonable attorneys' fees incurred in negotiations, trial or appeal by MLC in connection with any claim or action resulting from any such liability. Municipality will be credited with any amounts received by MLC from any liability insurance secured by MLe. -2- O~:~ G~i'~J;L 82l4F - - /-} 5.4 TAXES AND LICENSES. Hunicipality will comply with all laws and pay all taxes relating to the Equipment and Hunicipality's obligations hereunder, including, but not limited to, sales and use taxes, gross receipts taxes (including business and occupational taxes which are based on HLC's gross revenues related to this transaction), registration fees, license fees, documentary stamp taxes, personal property and ad valorem taxes and all other taxes, licenses and charges imposed on the ownerShip, possession or use of the Equipment during the term of this Agreement, together ~ith any interest and penalties. Notwithstanding the foregoing, Hunicipality will not be obligated to pay taxes based solely upon HLC's net income. 5.5 ASSIGNMENT OR DELEGATION BY MUNICIPALITY. Municipality agrees not to lease, assign or transfer all or part of its rights and obligations under this Agreement or in the Equipment. .'.'. 5.6 DELIVERY OF RELATED DOCUMENTS. Hunicipality will sign or prOVide as required the following documents satisfactory to HLC: a) An Agreement Certification confirming Hunicipality's Acceptance of the E9uipment as of the date installed. VO) An Opinion of Counsel confirming Hunicipality's authority, warranties and representations. c) An Opinion of Counsel confirming Hunicipality's capacity to iSSue Obligations qualifying Municipality as a political subdivision within the meaning of Section 103 of the Internal Revenue Code and the related regulations and rulings and that the portion of payments identified as deferred interest charges to maturity, upon receipt, will not be includable in Pederal gross income under Statutes, regulations, court decisions and rulings existing on the date of this opinion and consequently will be exempt from present Pederal income taxes and income tax of the state of California. d) Documents evidencing title and delivery. e) Hunicipality's maintenance contract on Equipment. f) Pinancing statements or other documents perfecting MLC's security interest. .g) No-Arbitrage Certificate. h) Written acknowledgement of assignment and other documents required by the Assignee. i) Hunicipality's liability insurance and casualty insurance policy covering Equipment, if applicable. ,j) Municipality's representations as to the essential nature and use of the Equipment. Hunicipality shall forward items b through j (as required) to MLC prior to Equipment installation. --.. 5.7 TRANSPORTATION AND INSTALLATION CHARGES. Municipality shall be responsible for all charges relating to the transportation of Equipment to Municipality's location and installation at such location. MLC may at its option either prepay such charges and invoice Municipality or forward to Municipality transportation and installation invoices as they are received, whereupon Municipality shall remit payment in a timely manner. -3- 0.. .'- ''\.1 :\l i'.. 0 ,j ''(i'\ 8214P - .... /-'1 VI. EQUIPMENT 6.1 TITLE. Title to the Equipment will pass to the Municipality on the Acceptance Date. Title will revert to MLC upon termination pursuant to Article VII or VIII. 6.2 SECURITY INTEREST. The Hunicipality grants to MLC and HLC retains a purchase money security interest in the Equipment. Hunicipality will not change or remove any insignia or lettering which MLC may place on the Equipment to indicate its interest therein. Until all installment payments are made or prepayment is complete Hunicipality will keep the Equipment free from any lien, encumbrance or legal process and the Hunicipality will promptly discharge any claim which might become a lien or charge against the Equipment. 6.3 PILING. Hunicipality authorizes HLC to make HLC's security interest a matter of public record by filings of any documents HLC deems necessary for that purpose and to be responsible for any costs associated therewith. Hunicipality agrees to sign or execute such documents at its expense to evidence its consent to the filings. 6.4 PERSONAL PROPERTY. The Equipment will remain personal property and not be 80 affixed to realty as to change its character to a fixture or realty. 6.5 ALTERATIONS, ADDITIONS, ATTACHKENTS. In the event title to the Equipment reverts to MLC, and at HLC'8 request, Hunicipality at its expense, will remove all alterations, additions and attachments and repair the Equipment as necessary to return the Equipment to the condition in which it was furnished, reasonable wear and tear excepted. Any replacements or repair parts are Equipment subject to the terms of the Agreement. 6.6 EQUIPHENT RETURN. Hunicipality is responsible for the return costs related to the termination of this Agreement pursuant to Article VII or VIII including deinstallation, rigging, drayage, freight, and insurance to destination within the continental Dnited States. Municipality will provide MLC with a current Original Equipment Manufacturer's certificate of .aintainability and arrange and pay for 8uch repairs necessary to ensure that the manufacturer accepts the Equipment for contract maintenance at its then standard rates. In the event Municipality fails to provide 8uch certificate, MLC may but is under no obligation to obtain the certificate and any charges associated therewith will be borne by ,~ Municipality. VII. DEFADLT AND REMEDIES 7.1 DEFINITION. Any of the following events will constitute default under this Agreement: a) Municipality fails to make payment required when due, provided such failure is not a direct result of an earthquake and doe8 not continue beyond 8uch time a8 normal business operations are resumed, and such failure continues after written notice by HLC for a period of fifteen (15) daY8 after receipt of such written notice, or b) Hunicipality fails to observe or perform any other covenant, condition, agreement or warranty of the Agreement and 8uch failure continues for thirty (30) days without cure after HLC provides 0 r-.. _.,~ Municipality written notice of the failure. . J t .v ~ 1- AJ ",vI. -4- /- ~- c) Municipality becomes insolvent, makes an assign~ent for the benefit of creditors, applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Municipality or of all or a substantial part of its assets, or a petition is filed by or against Municipality under the Federal Bankruptcy LaWD or any similar state or federal laws providing for relief of debtors. 7.2 REMEDIES. If the Municipality defaults, HLC may at its option do any or all of the following: a) Terminate this Agreement by providing written notice to Municipality. b) Take possession of the Equipment wherever situated without liability for entering the premises: c) Sell, lease or rent and use the Equipment at its sole discretion. Municipality remains liable for arrears of payments, the costs of taking possession including storage and repair, court costs and attorney's fees, sale or lease costs, and the balance due under the Agreement. The proceeds of such sale or lease of the Equip~ent shall be applied toward the balance due after deducting the aforementioned costs and payments. Par the purposes of this provision, the balance due shall be equal to the Prepayment Amount plus any principal deficiency in the Reserve Fund, d) Declare immediately due and payable all monies during the Agreement Ter~ by prOViding written notice to Municipality, and e) Take any court action at law or in equity to enforce performance of the obligations or covenants of this Agreement and to recover damages for the breach thereof. Municipality shall remain liable including all costs and expenses Municipality. for reasonable damages provided by law incurred by MLC due to the default by VIII. TERMINATION .' :. 8.1 TERHINATION POR NON-APPROPRIATIONS. Municipality's obligations to pay any amounts due for those fiscal periods succeeding the current fiscal period are contingent upon legislative appropriation or approval of funds for that purpose. Therefore, the Municipality may terminate this Agreement with respect to not less than the entire Schedule effective as of the end of any of its succeeding fiscal periods (the wTermination DateW) by giving HLC and its assigns sixty (60) days prior written notice of the termination and adviSing HLC of the location(s) where the Equipment may be found on the Termination Date. All obligations of Municipality. to make payments due after the Termination Date will cease and all interests of Municipality in the Equipment will terminate. NotWithstanding the foregOing, Municipality agrees (i) not to terminate a Schedule under this provision if any funds are appropriated to it for the acquisition (by either purchase or lease) of the Equipment or functionally similar Equipment or Equipment performing similar applications and procedures for the fiscal period in question and (ii) that it will use its best efforts to obtain appropriation of the necessary funds to avoid termination of each Schedule by taking all appropriate action inclUding the inclusion in Municipality's budget request for each fiecal period during the term hereof a request for adequate funds to meet its obligations and to continue the Schedule in force and (iii) that it will not give priority or parity in the application of funde to any other functionally similar . 0'" ,~~. .. c I ' L ~ ':~ \..; i1"\(A -5- 8214' /-? equipment for use by the Municipality, (iv) that it the Contract is terminated pursuant to this Section B.l, the Municipality will not in the then current or succeeding fiscal years purchase, lease or rent Equipment performing functions similar to those performed by the Terminated Equipment, and agrees not to permit functions similar to those performed through the use of the Equipment to be performed by its own employees or by any agent or entity affiliated with or hired by Municipality. Municipality represents and warrants it has adequate funds to ~et its obligations during its current fiscal appropriation period. Municipality acknowledges that the monies and securities in the Reserve Fund shall be retained upon any Termination for the benefit of the Investor or Registered OWners, and any deficiency in the principal amount of the Reserve Fund shall be restored by Municipality, except, Municipality's only responsibility shall be for a defiCiency (Reserve Fund Deficiency) in the principal amount reSUlting from Municipality's failure to timely make payments prior to the effective date of a non-appropriation of funds pursuant to this Section 8.1. 8.2 PREPAYMENT. So long as Municipality is not in default, Municipality will have the right, upon providing MLC with sixty (60) days prior written notice, to prepay its obligation for the amount set forth in the Prepayment column on the dates provided in the Schedule(s) plus the amount by which the principal amount originally deposited in the Reserve Fund exceeds the principal amount realized from such Fund upon its liquidation. Payment must be received by the specific date established. 8.3 MUNICIPALITY'S RIGHTS ON PREPAYMENT OR PAYMENT IN PULL. Upon (i) Municipality's exercise of its right of prepayment and/or (ii) Municipality's having satisfied all of its monetary and other obligations hereunder, MLC will release its security interest in the EqUipment. I: 8.4 DESTRUCTION OF EQUIPMENT. In the event any of the Equipment is destroyed, stolen or in the reasonable opinion of Municipality, damaged beyond economical repair, Municipality shall give prompt written notice of such event to HLC and its assigns. If MLC replaces such Equipment within 60 days of notification then this Agreement will continue in force. Municipality at this time will pay MLC for the replacement cost of the Equipment. If at the end of the sixty day period the Equipment cannot be replaced then the Municipality will immediately pay to HLC an amount in cash equal to that share of the Prepayment Amount set forth in the appropriate Schedule(s) which is attributable to such Equipment. Said amount shall be based on the percentage that the purchase price of the Equipment bears to the total purchase price of all Equipment included in such Schedule. There shall be no abatement of periodic payments through the end of the sixty-day period. In the event there are insurance proceedS covering this obligation in excess of the amounts due then such excess shall be retained by Municipality. The Municipality agrees, upon prepayment under the terms hereof, resulting from the total damage, destruction, or theft of all the EqUipment, to replenish the Reserve Pund as set forth in Section B.l of this Agreement. IX. ASSIGNMENT BY HLC 9.1 ASSIGNMENT. Hunicipality understands that HLC contemplates separately assigning (or reassigning) its right, title and interest in each Schedule, the Equipment listed thereon, and all rights to receive further payments to another party (-Assignee-), subject to the rights of Municipality hereunder. Municipality consents to such assignments and agrees to send O.-'I-'~40.4A -6- h Gii"t l /-.; all Agreement notices to both HLC and its assignees. All rights of and indemnifications to KLC will inure to the Assignee. Any such Assignee will not be obligated to perform any of the obligations of KLC. Municipality agrees to make payments required under the Schedule directly to the Assignee without abatement or reduction of any kind. Municipality will not assert against any Assignee or transferee of MLC's rights any claim, a~y defense, counterclaim, offset or recoupment of any kind, variety or nature which Municipality may now or hereafter have against MLC whether accruing under the Agreement or otherwise. 9.2 ADVICE OF ASSIGNMENT. Upon assignment of MLC's interests to an Assignee, MLC will cause a written notice of such aSSignment to be sent to Municipality which shall be sufficient if it discloses the name of the Assignee and the address to which further payments hereunder should be made. No further action will be required by MLC or by Municipality's consent to the Assignment. Notwithstanding the foregoing, no such assignment shall be effective against the Municipality unless the Municipality receives notification in writing of such Assignment designating the name and address of any such assign. In compliance with Section l03(jl of the Internal Revenue Code, the Municipality agrees to affix a copy of each notification of assignment to the Municipality's counterpart of the Agreement. X. WARRANTIES AND REPRESENTATIONS . r : 10.1 WARRANTIES AND REPRESENTATION OP MUNICIPALITY. The Municipality represents and warrants to MLC and, so long as this Agreement is in effect or any part of MuniCipality's obligations to MLC remain unfulfilled, shall continue to warrant at all times, that: a) Municipality is a state or a duly organized and validly existing political subdivision or agency thereof and has the power and authority to enter into the Transaction Documents to which it is a party and to carry out the terms thereof. ,b) This Agreement and all other Transaction Documents and the performance of Municipality's obligations thereunder have been duly and validly autho~ized and approved under all laws and regulations and procedures applicable to MuniCipality, the consent of all necessary persons or bodies has been obtained and all of the Transaction Documents executed by Municipality have been duly and validly executed and delivered by authorized representatives of Municipality and constitute valid, legal and binding obligations of MuniCipality enforceable against Municipality in accordance with their respective terms. XI. DISCLAIMER OF WARRANTIES 11.1 The Municipality acknowledges that the Equipment is of a size, design and capacity, and manufacture selected by the Municipality. MLC is not a manufacturer of the Equipment. 11.2 MLC MAKES NO WARRANTIES OR REPRESENTATIONS OP ANY lIND, EXPRESS OR IMPLIED, RELATING TO THE EQUIPMENT OR PATENTS RELATING THERETO, AND MLC HAS EXPRESSLY HADE NO WARRANTY AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PORPOSE OF THE EQUIPMENT. -7- O ';-.~\f'" ..~: Ud "tAL 8214P /'.;; 11.3 MLC will not be liable to the Municipa1'ity for any liability, loss or damage caused or alleged to be caused, directly or indirectly, by the Equip~ent or by any inadequacies thereof or deficiency or defect therein, by any incident whatsoever in connection therewith or in any way related to or arising out of this Agreement. Notwithstanding the foregoing, the Municipality will be entitled to the benefit of any available ~nufacturer's ~arranties. MLC agrees to execute and deliver such further instrument as may. be necessary, in the reasonable opinion of the Municipality, to enable it to enforce such warranties and obtain the warranties and service furnished for the Equipment by the manufacturer. XII. GENERAL 12.1 WAIVER. No delay or omission by the parties in exercising any right in any of ,the Transaction Documents shall operate as a waiver of that or any other right and no single or partial exercise of any right shall preclude the parties from any or further exercise of any right or remedy. 12.2 BEADINGS. All section headings contained herein are for clarification and convenience of reference only and are not intended to limit the scope of any provision of this Agreement. 12.3 SEVERABILITY. In the event any portion of this Agreement shall be finally determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect. 12.4 AMBIGUITY. The parties to this Agreement, and each of them, hereby represent that the language contained herein is to be construed as jOintly proposed and jointly accepted, and in the event of any subsequent determination of ambiguity, all parties shall be treated as equally responsible for any such ambiguity. 12.5 GOVERNING LAWS. This Agreement shall be construed in accordance with and governed by the laws of the state where Hunicipality's principal place of operations exists. .1." 12.6 IHPLEHENTATION. This Agreement shall be implemented through Schedule(s). Por purposes of construing a transaction as an integrated agreement and for the purposes of the provision of Article IX, the following shall be considered a Single transaction and legal and binding Agreement: a) The Agreement, which provides basic terms and conditions. b) A Schedule. 12.7 AMENDHENT. Any of the Transaction Documents may only be amended in writing by obtaining the signature of the parties. No assigned Transaction Document ~ay be modified without the prior written consent of Assignee. 12.8 EXECUTION. Each Schedule may be executed in any number of counterparts but only the counterpart that is labeled, .Original. will be deemed to be the original Schedule for purposes of perfection of a security interest therein and shall be the only counterpart which may be transferred and given to transfer the right. of HLC thereunder. This Agreement and Schedule (s) issued pursuant thereto shall not be effective until accepted (as evidenced by an authorized signature) by HLC. -8- O~!Gtr~i\t 0." AD -^ / - '? 12.9 FORMATION OF AGREEMENT. HLC shall not be bound by this Agreement until it is excecuted by an officer of HLC. XIII. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. MUNICIPAL LEASING CORPORATION DBA MUNICIPAL FINANCE CORPORATION IN CALIFORNIA BY: IJ;{/~~.h~~.9 CITY OF BY: NAME: WflLfA~ J. /I1(J.-It(l.T'i, JIC, NAME: Dean TITLE: f),IU-(To/C of (e>NT-f-'f<Tr TITLE: Purchasinq Aqent DATE: .?'!131rt. DATE: March' 5. 1986 .3T.. OAf[ ..2/~/~ .' :. -9- O...~lGd\JAL 8214p EXHIBIT A MODIFICATION NO. 1 Dated as ot July 1, 1988 Agreement No. 1112 Modification No. 1 dated July 1, 1988 to Agreement No. 1112 dated as of February 6, 1986 and all schedules thereto (the "Agreement") between Municipal Leasing corporation, as MLC, and the city of San Bernardino, as Municipality. 1. It is acknowledged that MLC has, prior to the date hereof, been merged into systems Leasing corporation, and that the name of the surviving corporation is "pacifiCorp Capital, Inc." and its state of incorporation is Virginia. It is further acknowledged and agreed that as a result of the foregoing, Pacificorp Capital, Inc. has succeeded to all rights and interests of Municipal Leasing Corporation under the Agreement and any and all Purchase Orders or subcontracts issued thereto. In connection therewith, the name "pacificorp Capital, Inc." is substituted for the name Municipal Leasing Corporation in the Agreement in ea.ch place where the name "Municipal Leasing Corporation" appears, and any and all Purchase Orders or subcontracts issued which may hereafter be acknowledged by MLC under the Agreement shall be issued to PacifiCorp Capital, Inc. in its own name (with the same force and effect as if PacifiCorp capital, Inc. were originally named as "MLC" under the Agreement. 2. Municipality agrees to appoint PacifiCorp Capital, Inc.'s assigns as its agent for the purpose of maintaining a book entry system as required by the Internal Revenue Code of 1986. 3. No more than 10% of the use of any Unit of the Equipment in any month will be by persons or entities other than the Municipality or its employees on matters relating to such employment, and no more than 5% of use of any Unit of the Equipment in any month will be unrelated to use by or for the Municipality. No management contract shall be entered into with respect to any unit if the Equipment unless (a) at least half the compensation is on a periodic, fixed-fee basis; (b) no compensation is based on a share of net profits and (c) the Municipality is able to terminate the contract without penalties at the end of any three years. 4. As an inducement of PacifiCorp Capital, Inc. to enter into this Agreement, Municipality agrees to cooperate with PacifiCorp Capital, Inc. in the assimilation and verification of information with regard to any matters whatsoever concerning this Agreement, and further agrees to execute such documentation as may be required for the purpose of properly reporting this Agreement including, without limitation, IRS form 8038G or 8038GC, as required under the Internal Revenue Code of 1986 or any related rulings and regulations thereunder. ORIGINAL Modification No. 1 Agreement 1112 page 2 5. The Agreement, as amended hereby, shall continue in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the undersigned have executed this Modification as of the date first above written. PACIFICORP CAPITAL, INC. as successor to Municipal I Ljl~ng ~o~foration By if. f. (illl/,JJ I' - If> Name (\ F,';I!I'//OA'.J> Title /tj.J/ [/~t; {;'{U1U r CITY OF SAN BERNARDINO Municirality By rd"ty=-, 1/'.1'7' Name 71y Title ORIGINAL ~PAC/F/CORP -~~G'al]jtal, 1110. ,-,\ Ibcin'Cof'/) financIal ~cn1ccs <.:ompmJ;' February 15, 1990 Dean R. Meech Purchasing Agent City of San Bernardino 250 West Cluster Street San Bernardino, CA 92409 RBI Lease-Purchase Agreement dated a. ct February G, 1986 between PaoifiCorp capital, Inc., and the City of san Bernardino, contract No. 86-1112 Dear Mr. Meech: This proposal wil1 confirm that the city may addend the Lease-Purchase Agreement referenced above by adding a schedule(s) for vehicles. Lease payment dates will be determined when we receive the delivery information from the equipment suppliers. we understand that the exact cost of the vehicles may differ slightly from the amount shown below. PRICE OUOTATION Amount 10 semi-annual Payments Interest Rate $665,000.00 $81,194.53 7.61% Please acknowledge below your acceptance of this proposal and return to me so that the necessary documentation may be prepared. My fax number is 619/475-4462. We look forward to consummating this financing with you soon. Sinc~relY, ~~.~_~:~Jh lJ~~'r--r. William L. Jeremiah Regional Vice President FOR: City of San Bernardino BY: NAME: Dean R. Meech TITLE: purchasina Aaent WLJ : khs Donilll orrke: 513tl Hnnll& RnIJ, SU'lt C, Rnn'!.., Co1l!o,n;,' 92002 (619) 415-1524 Tllocnry: (619) 475-4462 Home Office: aOl Rllhcrl pullnn Olive, Thill! 1'lnl>r. Re~lon, Vlrilnlll 22091 (703) 64A-tl51111 "elecnry l'?3~.~7.!-J~67 1112 , 0 ... . .",... OJ 0 .lII c: 0 .. OJ 0'''' j .Q ... 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