HomeMy WebLinkAbout13-Finance
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Dept: Finance
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O;.:"""d
Subject: Resolution authorizing the
execution on a Master Services Lease-
Purchase Agreement with Sun Trust
Leasing Corporation for the provision of
lease-purchase financing services.
From: Barbara Pachon, Finance
Director
Date: 06/03/02
Synopsis of Previous Council Action:
4/01/02 Resolution 2002-102 authorizing the Purchasing Manger to purchase eighteen
Year 2003 Ford Crown Victoria Police Interceptors from Fairview Ford; solicit lease-purchase
rate quotes; and enter into a lease-purchase agreement to finance the purchases.
Recommended motion:
Adopt Resolution.
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Contact person: Barbara Pachon, Director of Finance
Phone: 5242
Supporting data attached:
Ward:
All
FUNDING REQUIREMENTS: Amount:
Source: (Ace!. No.)
(Ace!. Description)
F1nan,.,~;J~
Council Notes:
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Agenda Item No. /3
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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subiect:
Execution of a Master Lease-Purchase Agreement between the City of San Bernardino
and Sun Trust Leasing Corporation for the provision of lease-purchase financing
services.
Backaround:
The City currently has a number of Council pre-approved Master Lease-Purchase
Agreements established for the purpose of financing major purchases. When the Mayor
and Council authorize the Purchasing Manager to obtain financing, rate quotes are
usually only solicited from these pre-approved vendors. However, if a vendor that has
not been pre-approved submits a quote, the quote is accepted, with the award of the bid
contingent upon Council approval of a Master Lease-Purchase Agreement.
At the April 1 , 2002 Council meeting, the Mayor and Council approved the purchase and
financing of eighteen (18) police patrol vehicles. Requests for financing rate quotes
were sent to four (4) approved financing providers. Additionally, one (1) financing
provider that was not pre-approved - Sun Trust Leasing Corporation- submitted rate
quotes.
An evaluation of the rate quotes received for financing the police patrol vehicles
determined that Sun Trust Leasing Corporation's rate quote was the lowest and most
qualified submittal. In order to award the bid to Sun Trust, Council approval of a Master
lease Purchase Agreement with Sun Trust is required.
Attached for the Mayor and Council's approval is the Master Lease-Purchase document
that was negotiated between the City and Sun Trust and reviewed by the City Attorney's
Office. Approval of this Master Lease-Purchase Agreement will allow the Purchasing
Manager to award future financing bids to Sun Trust, as well as the current bid for
financing police patrol vehicles. (For the Mayor and Council's information, a summary
of the bid results for financing the police patrol vehicles is also attached.)
FinanciallmDact:
There is no cost to the City to execute a Master Lease-Purchase Agreement with Sun
Trust Leasing Corporation. This action allows the Purchasing Manager in the future to
request and accept financing bids for specific purchases from Sun Trust Leasing
Corporation (upon Council approval to purchase and finance the specific items), as well
as the current bid for financing police patrol vehicles.
Recommendation:
Adopt resolution.
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Resolution No.
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RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE-
PURCHASE MASTER AGREEMENT FOR SUN TRUST LEASING
CORPORATION FOR THE FURNISHING OF LEASE PURCHASE FINANCING
AND AUTHORIZING EXECUTION OF APPROPRIATE DOCUMENTS.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. That Lease -Purchase Master Agreement with Sun Trust Leasing Corporation
(the "Agreement"), a copy of which is attached hereto and incorporated herein as Exhibit "A",
is approved by the City of San Bernardino for the furnishing of Lease-Purchase Financing;
pursuant to this determination, said Master Lease-Purchase Agreement award shall only be
effective upon the execution of an Agreement by the Mayor ofthe City of San Bernardino.
13 SECTION 2. The City shall not be obligated under the Agreement unless and until the
C 14 Agreement is fully executed and no oral agreement relating thereto shall be implied. or
,
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19 Agreement without the approval of the Mayor and Common Council.
authorized. The authorization to execute the above referenced Agreement is rescinded if it is
not issued within sixty (60) days of the passage of this resolution.
SECTION 3. No transactions shall be initiated under the Master Lease contained it the
20 SECTION 4. The City shall not be obligated until a lease-purchase schedule transaction for
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material, equipment, supplies or contracted services is executed with the vendor under this
Agreement.
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SECTION 5. The Purchasing Manager, Director of Finance and the City Attorney are hereby
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authorized to execute such documents as necessary for the administration of transactions to
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purchase 18 Ford Crown Victoria vehicles from Fairview Ford under the Agreement.
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Resolution No.
RESOLUTION OF THE CITY OF SAN BERNARDINO ACCEPTING LEASE-
PURCHASE MASTER AGREEMENT FOR SUN TRUST LEASING
CORPORATION FOR THE FURNISHING OF LEASE PURCHASE FINANCING
AND AUTHORIZING EXECUTION OF APPROPRIATE DOCUMENTS.
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
, 2002, by the following vote, to wit:
Council Members:
Nays
Abstain
Absent
Ayes
ESTRADA
LIEN
McGINNIS
DERRY
14
15
16 ANDERSON
17
18
SUAREZ
MCCAMMACK
19
20
City Clerk
21
The foregoing resolution is hereby approved this
22 day of
23
24
,2002
25
26 Approved as to form and legal content:
27 James F. Penman, City Attorney
28 BY: ~/nv-, 1.f~
O. .
Judith Valles, Mayor
City of San Bernardino
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SunTrust Leasing Corporation
Mail Code CMD2424
29 West Susquehanna Avenue, Suite 400
Towson, MD 21204
Cathy Estella Oechsler
Assistant Vice President
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SUNThUST
Tel 410/307.6637
Fax 410/307-6710
VIA UPS & FACSIMILE
May 6, 2002
Ms. Carol Doemner
Assistant Buyer
City of San Bernardino
300 N. "D" Street
San Bernardino, CA 92418
RE: Master Lease-Purchase Agreement, Lease Schedule Number 01 dated May 22, 2002 between
City of San Bernardino and Sun Trust Leasing Corporation ("Agreement")
Dear Ms, Doemner:
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Enclosed please find a full set of documents for execution in conjunction with the financing of the
Equipment under the referenced Agreement. You should also be in receipt of two (2) faxes containing the
same documents sent to your attention earlier today.
In order to prevent a possible rate change, please return the enclosed documents and the legal opinion
dated May 22, 2002 by overnight mail (i.e. Federal Express, UPS) for the earliest delivery available on
the morning of May 22, 2002 to the following address:
Sun Trust Leasing Corporation
29 West Susquehanna Avenue, Suite 400
Towson, Maryland 21204
Attention: Cathy Oechsler
Jfyou should have any questions or comments, please call me directly at 410/307-6637.
S!ncerely yours,
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1
Cathy Estella Oechsler
Assistant Vice President
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Enclosures
cc: Lance Holman
STlNTRTlST I .F.ASING CORPORA TTON
MTlNTCTPAI I F.ASING F.SCROW PROCF.SS
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When you are ready to have a disbursement processed from the Escrow Account, please forward the following information to:
SunTrust Leasing Corporation
29 W. Susquehanna Ave. Suite 400
Towson, MD 21204
Allenlion: Denise Collo
410/307-6717
Oriein~ 1 nO~l1tTlf'ntco:. o;:.honln lnr.1unp.:
Payment Request Form signed by individual authorized under the Master Lease Agreement
Acceptance Certificate signed by individual authorized under the Master Lease Agreement
Vendor Invoice
Sold to!bill to party should be the Lessee
Cost and type of equipment should match the approval
In addition, If Lessee is to be reimbursed:
An original Declaration of Official Intent for Reimbursement
Copies of invoices/proof of payment
Updated insurance information (can be a fax)
For vp.hi{'lp~ (nnlpss thp)' ~rp .orated in thp Stat" of Florirla\
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Original titles showing SunTrust Leasing Corporation as lienholder
[or]
Copies of title applications showing SunTrust Leasing Corporation coming through as lienholder and
Copies of Certificates of Origin
SunTrust Leasing will execute the documents and forward them to the appropriate Escrow Agent for processing. A letter with a copy
of executed documents and check copies/wire transfer confirmation, as applicable, will be forwarded to the Lessee along with any
UCC Financing Statements, if applicable.
The attached Payment Request Form and Acceptance Certificate documents should be copied and originally executed for disbursement
requests.
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51612002: BQ-ESClSTB.DOCIrev.06I00.sll
Master Lease Number: 00914
Lease Schedule Number: 0 I
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ACCEPTANCE CERTIFICATE
I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to
the above referenced Lease Schedule, that:
I. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good
working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below:
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with the Lease; (b) Vendor invoice(s)
andlor bi11(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of
official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing
statements executed by Lessee as debtor andlor the original certificate of title or manufacturer's certificate of origin and title application, if
any, for any Equipment which is subject to certificate of title laws.
3. Rent Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule
attached to the Lease Schedule. Lessee has appropriated andlor taken other lawful actions necessary to provide moneys sufficient to pay
all Rent Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment
of all such Rent Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to
make all Rent Payments due in subsequent Fiscal Years.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment
)ll! the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the
I.",.. ;nt such invoice prices have been previously paid by Lessee. .
_ 5. Final Acceptance Certificate. This Acceptance Certificate constitutes fmal acceptance of all of the Equipment identified in
the Lease Schedule Number 01 described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to
the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations
wIder the Lease. [CHECK BOX IF APPLICABLE.]
CITY OF SAN BERNARDINO,
Lessee
By:
Name:
Title:
Date:
Marsha Zeller
Purchasing Manager
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5/612002: BQ-ESCDOC!n:v ,000000d
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Master Lease Number: 00914
Lease Schedule Number: 0 I
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PAYMENT REQUEST FORM NO.
SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of May 22, 2002 (the "Escrow Agreement") by and among
SUNTRUST LEASING CORPORATION, as Lessor, and CITY OF SAN BERNARDINO as Lessee, is hereby requested to pay, from
the Equipment Acquisition Fund, to the person or entity designated below as payee, that the amount set forth opposite each such name, in
payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The
terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement.
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Amonnt
'F.quipmpnt
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The Lessee hereby certifies that:
L Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and
acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this
Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's
Acceptance Certificate relating to the Equipment.
2. The r.presentations and warranties contained in the Lease are true and correct as of the date hereof.
3. No Non-Appropriation or Event of Default, or event which with the giving of notice or passage of time or both would
constitute an Event of Default, has occurred.
Dated:
,20_.
CITY OF SAN BERNARDINO
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name:
Title:
Date:
Marsha Zeller
Purchasing Manager
By:
Name:
Title:
Date:
Cathy Estella Oechsler
Assistant Vice President
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~f6l2002: BQ-ESC.DOCIrcv,06I00stl
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SunTrust Leasing Corporation
29 West Susquehanna Avenue
Suite 400
Towson, MD 21204
TELECOMMUNICATION LETTER
PLEASE DELIVER THE FOLLOWING TO:
NAJ'VIE:
Carol Doeomer
DATE: 05/06/02
TIME: 12:54 om
LOCATION: Citv of San Bernardino. CA
TELEPHONE:
909/384-5548
FAX:
909/384-5043
FROM: CATHY OECHSLER
TELEPHONE: 410/307-6637
TOTAL NUMBER OF PAGES: 34
INCLUDING COVER SHEET
RETURN TELECOPIER NUMBER IS (410) 307-6710
Comments: Lance Holman has requested that the enclosed master document file be forwarded to you
today to place on your docket for the board meeting to authorize the fmancing of the Ford Crown Victoria
Police Interceptors.
Please note also that there will be another fax forthcoming this afternoon containing the Form 8038-G and
UCC Financing Statements.
Please call me with any questions or comments about this fax. I will also be overnighting the originals to
your attention.
Thank you.
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SunTrust Leasing Corporation
29 West Susquehanna Avenue
Suite 400
Towson, MD 21204
TELECOMMUNICATION LETTER
PLEASE DELIVER THE FOLLOWING TO:
NAME:
Carol Doemner
DATE: 05/06/02
TIME: 12:54 om
LOCATION: City of San Bernardino. CA
TELEPHONE:
909/384-5548
FAX:
909/384-5043
FROM: CATHY OECHSLER
TELEPHONE: 410/307-6637
TOTAL NUMBER OF PAGES: 6
INCLUDING COVER SHEET
C RETUR1'1 TELECOPIER NUMBER IS (410) 307-6710
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Comments: Enclosed please find the second fax containing the Form 8038-G, UCC Financing Statement,
and an information sheet detailing the escrow process once the lease is in place. Please note the special
requirements for the titles.
. Please call me with any questions or comments about this fax. 1 will also be ovemighting the originals to
your attention.
Thank you.
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CITY OF SAN BERNARDINO
INDEX TO LEGAL DOCUMENTS
BAi'lK-QUALIFIED ESCROW
Master Lease-Purchase Agreement;
Lease Schedule Number 0 I;
Acceptance Certificate;
Payment Schedule;
Equipment Description;
Vehicle Schedule Addendum (if applicable);
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Certificate of Incumbency;
Resolution of Governing Body;
Confurnation of Outside Insurance;
Insurance Coverage Disclosure (if applicable);
Opinion of Counsel;
Tax Agreement and Arbitrage Certificate;
Escrow Agreement, with its Schedule A;
UCC Financing Statements with attached Schedule A;
Form 8038-G.
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S/6I2OO2;BQ-ESO'STB. DOC/rev, 06100511
SUNTRUST LEASING CORPORATION
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MASTER LEASE-PURCHASE AGREEMENT
DATED AS OF MAY 22 2002
LEASE NUMBER 00914
This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be
amended, modified or supplemented ("Master Lease") is made and entered by and between SUNTRUST LEASING
CORPORATION ("Lessor") and the lessee identified below ("Lessee").
LRSSRR' CITYOFSANRRRNARDINO
1 I.F.ASR OF RQlJIPMRNT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee
agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor.
2 CRRT A IN ORFINlTIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such
terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together will all addenda, riders,
attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and
Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and
conditions of the Master Lease. (b) "Lease" means anyone Schedule and this Master Lease as incorporated into said Schedule. (c)
"Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto. (d) "Licoll means any security interest, lien, mortgage, pledge, encumbrance,
judgment. execution, attaclunent, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person.
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I RASR TRRM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first date any
such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier terminated as expressly provided in the
Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease.
4 RRNTPAYMRNTS.
4.1. For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times set forth in the Payment
Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of
interest as set forth in the Payment Schedule. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or
demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing).
4.2. If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law.
4.3. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO
THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE.SHALL BE
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE,
COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5 ORI.lVF.RY' ACCRPT ANCR' FlTNDING CONDITIONS.
5.1. Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the
Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto unless
Lessor otherwise agrees to pay such costs as stated in the Schedule.
5.2. Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance
of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all
Funding Conditions have been satisfied in full, then Lessor will payor cause to be paid the costs of such Equipment as stated in the
Schedule ("Purchase Price") to the applicable Supplier.
5.3. Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor
C'Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the
'hedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change
shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder
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(collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e)
the Equipment is reasonable satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens); (I) all representations of
Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be
(''''''\onably satisfactory, in form and substance, to Lessor; (1) evidence of insurance coverage required by the Lease; (2) an opinion of
~see's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5)
copier of resolutions by Lessee's goveming body authorizing the Lease and incumbency certificates for the person(s) who will sign the
Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation,
IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or
otherwise reasonably requested by Lessor.
5.4. If Lessor and Lessee agree that the Purchase Price of any Equipment is to be paid from an escrow account (the "Escrow
Account"), Lessor and Lessee shall execute an Escrow Agreement in the form attached hereto. All amounts deposited by Lessor into
the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rent Payments due hereunder.
6 TFRMINATTON FOR GOVFRNMFNTAT. NON_APPROPRIATiONS.
6.1. For each Lease, Lessee represents and warrants; that it has appropriated and budgeted the necessary funds to make all
Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it
currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if funds are
appropriated for the Rent Payments in each succeeding fiscal year by its goveming body. Lessee reasonably believes that moneys in
an amount sufficient to make all Rent Payments can and will lawfully be appropriated therefor. All Rent Payments shall be payable out
of the general funds of Lessee or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general
obligation of Lessee and no Lease shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2. If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments
due under a Lease and if other funds are not legally appropriated for such payments, then a "Non-Appropriation Event" shall be
deemed to have occurred. If a Non-Appropriation Event occurs, then; (a) Lessee shall give Lessor immediate notice of such Non-
Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall
return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with
Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty or expense to Lessee, provided, that
Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated,
.-ovided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that
I...,..,ssee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which
appropriations were made for the Rent Payments due under a Lease.
6.3. If a Non-Appropriation Event occurs, then, during the twelve (12) month period following the Return Date, Lessee
agrees not to acquire (by purchase lease or otherwise) replacement equipment which is functionally similar to the Equipment covered
by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment. Notwithstanding the foregoing of
this Section 6.3, the restrictions of this Section 6.3 shall automatically and without further action of the parties be ineffective and be
deleted: (a) from any terminated Lease if the net proceeds of the sale of the returned Equipment are sufficient to pay the Termination
Value of the Equipment and all accrued but unpaid Rent Payments due under the affected Lease as of the Return Date; or (b) from any
Lease if the application of the restrictions in this section 6.3 would not be permitted by then applicable law or would cause such Lease
to be invalidated or unenforceable in any material respect.
7 I _ITATION ON WARRANTTRS. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
AS TO ANY MA TIER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OR THE EQUIPMENT OR AS TO THE VALUE, DESIGN,
CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor
hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and
Lessor authorized Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense.
Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers
selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of
any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d)
no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty
or agreement made by any manufacturer of Supplier or any representative of said parties shall not be binding upon Lessor.
R TITT.F; SRCIJRITV TNTRRF.ST.
8.1. Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee, subject to
C.---- . essor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20 and 21
......,.,ereof.
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51612002; DQ-ESe. DOCJrcv. 06/OO5d
8.2. As collateral security for the SecUred Obligations, Lessee hereby grants to Lessor a first priority security interest in any
and all of the Equipment (now existing or hereafter acquired) and the related Escrow Account and any and all proceeds thereof.
Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including,
Choutlimitation, uniform commercial code (UCe) financing statements and any amendments thereto.
. 8.3. "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under
all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or
contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases.
9. PFRSONAT. PROPFRTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached
to real estate or any building thereon.
10 MATNTFNANrF. ANn OPFRATTON Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good
condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment
or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use
and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was
designed in accordance with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
Equipment, if any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance
agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by
Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior
written consent unless the improvements may be readily removed without damage to the operation, value or utility of such Equipment,
but any such improvements not removed prior to the termination of the applicable Lease shall automatically become part of the
Equipment.
11 T ,OrA TTON' TNSPFf:TTON. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not
be changed from, the Location without Lessor's prior written consent which will not be unreasonable withheld. Upon reasonable
notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment.
12 T.TFNS STJRT.F.ASF.S ANn T A XFS.
12.1. Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall not
I",..-.blet or lend any Equipment or permit it to be used by anyone other than Lessee's employees.
12.2. Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership,
leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any
Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor
pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future
taxes, levies, duties, assessments or other governrnental charges that are not based on the net income of Lessor, whether they are
assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross
receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the foregoing.
11 RTSK OF LOSS.
13.1. Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason
whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent
Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's
obligations under this Section 13.
13.2. If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall,
unless otherwise directed by Lessor, immediately repair the same.
13.3. If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"), then
Lessee shall either; (a) immediately replace the Lost Equipment with similar equipment of good repair, condition and working order
free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment
under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement
equipment; or (b) on the next scheduled Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease,
including the Rent Payments due on or accrued through such date plus(ii) an amount equal to the Termination Value set forth in the
Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a
Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with
respect to the Lost Equipment and a revised Payment Schedule.
.' . 13.4. To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend
\""':gainst any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising
4
S/612002: BQ-ESC. DOC/rev_06I00stl
under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These
obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for,
any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from events
r"ming after the Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which
W directly from the gross negligence or willful misconduct of Lessor.
14 1NSllRANCF.
14.1. (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount
not less than the Termination Value of the Equipment. Proceeds ofany such insurance covering damage or loss of any Equipment shall
be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property damage
insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to person and damage
to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall he
payable first to Lessor as additional insured to the extent of its liability, and then to Lessee.
14.2. All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of
required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer give Lessor
at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless
of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any
right of contribution from insurance which may be maintained by Lessor.
14.3. The insurance requirements of this Section shall be satisfied by Lessee submitting documentation of a bona fide self-
insurance program in the minimum amount of one million dollars ($1,000,000.00)
1 ~ PTTRCH ASF OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of
Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease on any
Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, .if any) plus the Termination Value
amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS-IS, WHERE-IS",
without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of
any Liens created by Lessor.
C T FSSRF.'S RFPRFSFNTATlONS ANn WARRANTlFS. With respect to each Lease and its Equipment, Lessee he~eby
represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the
Lease, and all such actions have been duly authorized by appropriate rmdings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee,
enforceable in accordance with its terms;
(c) the Lessee is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable
federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition
laws) and all applicable judgments and courl orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or
violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's
properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material
adverse effect on Lessee's ability to perform its obligations under the Lease, and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's obligation
under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.
17 TAX COVFN ANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149 (e) of the Code, as the same may be
amended from time to time, and such compliance shall include, but not be limited to, keeping a complete and accurate record of any
assignments on any Lease, and executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other
information statements reasonably requested by Lessor.
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to be an
"arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning of
Section 141(a) of the Code; and
r (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest portion of
'-<<y Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code.
S
51612002: 8Q.ESC.DOCJrev 06I00s11
III ASSIGNMRNT.
18.1. Lessee shall nat assign, transfer, pledge. hypathecate, nar grant any Lien an, nar atherwise dispase af, any Lease ar any
C uipment or any interest in any Lease or Equipment.
. 18.2. Lessar may assign its rights, title and interest in and to. any Lease ar any Equipment, and/ar may grant ar assign a
security interest in any Lease ar its Equipment, in whale or in part, to any party at any time. Any such assignee ar lienholder (an
"Assignee") shall have all of the rights afLessar under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY
ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless atherwise agreed by Lessee in writing, any such assignment
transactian shall nat release Lessar from any of Lessar's abligatians under the applicable Lease. An assignment or reassignment of
any af Lessar's right, title ar interest in a Lease ar its Equipment shall be enfarceable against Lessee anly after Lessee receives written
natice of assignment which discloses the name and address af each such Assignee. Lessee shall keep a camplete and accurate recard
of all such assignments in the farm necessary to. camply with Sectian 149(a) af the Cade and far such purpase, Lessee hereby appaints
Lessar (or Lessor's designee) as the book entry and registration agent to keep a camplete and accurate record af any and all
assignments of any Lease. Lessee agrees to acknowledge in writing any such assignments if sa requested.
18.3. Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby
amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligatians of Lessee under
any Non-Assigned Lease; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non-Assigned
Lease or any Equipment covered by any Nan-Assigned Lease; and (c) Assignee shall exercise its rights, benefits and remedies as the
assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to. the
Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to. a single Assignee pursuant to. a written
agreement and "Non-Assigned Leases" means all Leases excluding the Assigned Leases.
18.4. Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.
19 RVRNTS OF DRF AIH T. Far each Lease, "Event of Default" means the occurrence af anyone or more of the fallawing events
as they may relate to. such Lease; (a) Lessee fails to. make any Rent Payment (or any ather payment) as it becomes due in accardance
with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereaf; (b) Lessee fails to. perfarm or
Cserve any of its abligatians under Sectian 12.1,14 ar 18.1 hereof; (c) Lessee fails to. perform or abserve any ather cavenant,
nditian or agreement to. be or abserved by it under the Lease and such failure is nat cured within thirty (30) days after receipt af
written natice thereof by Lessar; (d) any statement, representation ar warranty made by Lessee in the Lease ar in any writing delivered
by Lessee pursuant thereto ar in cannectian therewith proves at any time to. have been false, misleading ar erraneaus in any material
respect as afthe time when made; (e) Lessee applies far ar cansents to. the appaintment afa receiver, trustee, canservatar ar liquidatar
af Lessee or of all ar a substantial part af its assets, or a petitian far relief is filed by Lessee under any federal ar state bankruptcy,
insalvency ar similar law, ar a petitian in a praceeding under any federal ar state bankruptcy, insalvency or similar law is filed against
Lessee and is nat dismissed within sixty (60) days thereafter; ar (I) Lessee shall be in default under any ather Lease ar under any ather
fmancing agreement executed at any time with Lessar.
20 RRMRDms. If any Event afDefault accurs, then Lessar may, at its aptian, exercise anyane or mare afthe follawing remedies:
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and
all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event af Default accurs together with
interest an such amaunts at the rate of twelve percent (12%) per annum (but nat to. exceed the highest rate permitted by applicable law)
fram the date af Lessar's demand far such payment;
(b) Lessar may require Lessee to promptly return all Equipment to. Lessar in the manner set forth in Sectian 21 (and Lessee
agrees that it shall so return the Equipment), ar Lessar may, at its aptian, enter upon the premises where any Equipment is lacated and
repassess such Equipment withaut demand ar natice, withaut any caurt arder ar ather process af law and withaut liability far any
damage accasianed by such repossessian;
(e) Lessar may sell, lease ar otherwise dispose af any Equipment, in whale ar in part, in ane or mare public or private
transactians, and if Lessar sa disposes af any Equipment, then Lessar shall retain the entire praceeds af such dispasitian free af any
claims af Lessee, provided, that if the net praceeds af the dispasitian af all the Equipment exceeds the applicable Terminatian Value
af all the Schedules plus the amounts payable by Lessee under clause (a) abave afthis Section anly to. the extent that such net praceeds
exceed and under clause (I) belaw aflhis Sectian, then such access amaunt shall be remitted by Lessar to. Lessee.
(d) Lessar may terminate, cancel ar rescind any Lease as to. any and all Equipment;
(e) Lessar may exercise any ather right, remedy ar privilege which may be available to. Lessar under applicable law ar, by
, >propriate caurt actian at law ar in equity, Lessar may enfarce any afLessee's abligatians under any Lease; and/ar
....... . (I) Lessar may require Lessee to. pay (and Lessee agrees that it shall pay) all aut-of-pocket costs and expenses incurred by
6
5J6I2002cOQ-ESC_OOCIrcv_06I00stl
Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without
limitation, any attorney fees, and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or
disposition of any Equipment.
Cne of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's
exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to
exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21 RFTlfRN OF FOIJTPMRNT. If Lessor is entitled under the provisions of any Lease, including any temlination thereof pursuant
to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any twe to return any
Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee
shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in
accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment
shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from noffilal and proper
use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and sball comply with all applicable laws and regulations. Until Equipment is returned as required above,
all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments
and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence
the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such
Equipment.
22 T,AW GOVFRNTNG. Each Lease shall be governed by the laws of the state of Lessee (the "State").
n NOTlCFS. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by regular
or certified mail or sent by an overnight courier delivery company to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been received five (5) days subsequent
to mailing.
r FINANCIAl. TNFORMATTON. As soon as they are available after their completion in each fiscal year of Lessee during any
~ase Tenn, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee.
2~ SRCTlON HRADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do
not derme or limit the scope of any provision of any Lease.
21\ RXRCTTTlON TN COTJNTRRPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each Schedule shall be
marked "Lessor's Original" and all other counterparts shall be deemed duplicates. An assignment of or security interest in any
Schedule may be created through transfer and possession only of the counterpart marked "Lessor's Original".
27. RNTTRF AGRFRMFNT; WRTTTRN AMRNDMRNTS. Each Lease, together with the exhibits, schedules and addenda
attached thereto and made a part thereof and other attachments thereto constitute the entire agreement between the parties with respect
to the lease of Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written
consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such
prohibition without invalidating the remainder of the Lease.
[REMAINDER OF P AGE INTENTIONALLY LEFT BLANK]
--
I
'-
"~:::OO2: BQ-ESC. DOCIrey 06I00s11
7
c
EXECUTION PAGE OF MASTER LEASE-PURCHASE AGREEMENT
LEASE NUMBER 00914
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its cotporate name by its duly authorized officer, and
Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
CITY OF SAN BERNARDINO,
Lessee
SUNTRUST LEASING CORPORA nON,
Lessor
By:
Name: Marsha Zeller
Title: Purchasing Manager
Date:
By:
Name: Michael 1. Powers
Title: Secretary
Date:
Address: 300 N. "D" Street
San Bernardino, CA 92418
Address: 29 W. Susquehanna Avenue, Suite 400
Towson,MD 21204
relephone: 909/384-5548
I,.....csimile: 909/384-5043
Telephone: 410/307-6644
Facsimile: 410/307-6702
Invoice Contact: Carol Doemner, Assistant Buyer
E-mail Address:doemner_ca@ci.san-bemardino.ca.us
(
~
8
S/6f2002:BQ-ESC OOCIrev.06I00stl
LEASE SCHEDULE NUMBER 01
TO MASTER LEASE NO. 00914
~is Lease Schedule, tngpthPT with ite:. P~ympnt ~l"'hprl1l1p.) is attached and made a part of the Master Lease-Purchase Agreement
\"I'ribed below ("Master Lease") between the Lessee and the Lessor named below. Alltenns and conditions of the Master Lease are
Incorporated herein by reference. Unless otherwise defined herein, capitalized tenns defined in the Master Lease will have the same
meaning when used herein.
Master Lease-PurchaseAgreement dated May 7? 7007.
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Seh.rllll. A-I attached hereto and made a
part hereof.
B. EQUIPMENT LOCATION: 300 N. "D" Street- 4th Floor, San Bernardino, CA 92418
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a)LESSEE HAS
RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES
WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR
PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH
ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential
to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be
used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of
its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease; and to make Rent
Payments if funds are appropriated in each fiscal year by its governing body.
E. RENT PAYMENTS; LEASE TERM: The Rent Payments to be paid by Lessee to Lessor, the commencement date thereof and
the Lease Term of this Lease Schedule Number 0 I are set forth on the Payment Schedule attached to this Lease Schedule.
F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affmns all of its representations, warranties and obligation
Cder the Master Lease (including, without limitation, its obligation to pay all Rent Payments, its disclaimers in Section 7 thereof and
representations in Sections 6.1 and 16 thereof).
G. BANK QUALIFIED: LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT
OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE
THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH
SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL
AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR
WILL NOT EXCEED $10,000,000.
Anticipated Escrow Acceptance Date: Nnvpmnpr 10 '001
CITY OF SAN BERNARDINO,
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name: Marsha Zeller
Title: Purchasing Manager
Date:
By:
Name: Michael J. Powers
Title: Secretary
Date:
Address: 300 N. "D" Street
San Bernardino, CA 92418
Address: 29 W. Susquehanna Avenue, Suite 400
Towson,MD 21204
5/6f2oo2: BQ-ESC. OOC/rev.06IOOstl
Telephone: 410/307.6644
Facsimile: 410/307-6702
9
Celephone: 909/384-5548
acsimile: 909/384-5043
.Master Lease Number: 00914
Lease Schedule Number: 01
c
PA VMRNT SCHRDITT.R
This Payment Schedule is attached and made a part of the Lease Schedule Number 01 identified below which is part of the Master
Lease-Purchase Agreement identified therein. all of which are between the Lessee and Lessor named below.
Commencement Date: M.y 77 700)
Amount Financed: $414 1 ~Ii 94
Rate: 11i790%
Rent Payment Rent Total Rent Principal Interest Termination
Number Date Payment Portion Portion Value'
1 11/22/02 $ 77 ,088.93 $ 69,102.61 $ 7,986.32 $ 547,581.50
2 OS/22/03 77,088.93 70,373.75 6,715.17 442,020.87
3 11/22/03 77,088.93 71,668.28 5,420.65 334,518.45
4 OS/22/04 77 ,088.93 72,986.61 4,102.31 225,038.54
5 11/22/04 77,088.93 74,329.20 2,759.72 113,544.74
6 OS/22/05 77 .088.93 75.696.49 1.392.44 0.00
C Totals $ 462.533.58 $ 434.156.94 $ 28.376.61
CITY OF SAN BERNARDINO.
Lessee
By:
Name: Marsha Zeller
Title: Purchasing Manager
Date:
· After payment of Rent Payment due on such date.
-
l.,
"&'2002: DQ-ESe DOCIrev.06IOOstl
10
Master Lease Number: 00914
Lease Schedule Number: 01
,..-
"-
F.(}lTTPMF.NT OF.SrRTPTTON
The Equipment described below includes all attachments, additions, accessories, parts, repairs, improvements, replacements and
substitutions thereto.
Equipment Location: 300 N. "D" Street - 4" Floor
San Bernardino, CA 92418
Equipment Description: Eighteen (18) 2003 Ford Crown Victoria Police Interceptors
VIN # N/A (to be disbursed from escrow)
Expected Equipment Purchase Price
$434,156.94
Minus Lessee Down PaymentfTrade-in
$N/A
Net Amount Financed
$434,156.94
This Schedule A-I is attached to the Lease Schedule Number 01.
~ITY OF SAN BERNARDINO,
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name: Marsha Zeller
Title: Purchasing Manager
Date:
By:
Name: Michael J. Powers
Title: Secretary
Date:
c
SI&2002:BQ-ESC. DOCIrev,06IOOsll
11
Master Lease Number: 00914
Lease Schedule Number: 01
c
ACCEPTk~CECERTnnCATE
I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to
the above referenced Lease Schedule, that:
I. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good
working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below:
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with the Lease; (b) Vendor invoice(s)
and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of
official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing
statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if
any, for any Equipment which is subject to certificate of title laws.
3. Rent Payments shall be due and payable by Lessee on the dates and in the amounts indicated ou the Payment Schedule
attached to the Lease Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay
all Rent Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment
of all such Rent Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to
make all Rent Payments due in subsequent Fiscal Years.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment
by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee i)l the
Cent such invoice prices have been previously paid by Lessee. .
_ 5. Final Acceptance Certificate. This Acceptance Certificate constitutes fmal acceptance of all of the Equipment identified in
the Lease Schedule Number 0 I described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to
the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations
under the Lease. [CHECK BOX IF APPLICABLE.]
CITY OF SAN BERNARDINO,
Lessee
By: [FOR EXHIBIT PURPOSES ONL Yl
Name: Marsha Zeller
Title: Purchasing Manager
Date:
c
5/612002:BQ-ESC.OOC'rev_06I00stl
12
Master Lease Nwnber: 00914
Lease Schedule Number: 0 I
c
VEHICLE SCHEDULE ADDENDUM
Reference is made to the above Lease Schedule Number 0 I dated May 22, 2002 ("Schedule") to the Master Lease-Purchase
Agreement identified in the Schedule ("Master Lease") by and between SUNTRUST LEASING CORPORATION ("Lessor") and
CITY OF SAN BERNARDINO ("Lessee"). This Addendum amends and modified the terms and conditions of the Schedule and is
hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same
meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby
agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the
following shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or
security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of clause (b) of Section 14.1 of the Master Lease
shall be in an amount not less than $500,000.00 per person injured and $1,000,000.00 combined single limit per unit per occurrence
(provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance amount shall be such larger amount as
may be reasonably required by Lessor) and $500,000.00 for damage to property of others; notwithstanding the insurance requirements
set forth herein, evidence of a bona fide self-insurance program by Lessee in the minimum amount of one million dollars
($1,000,000.00) shall satisfy all such requirements.
( - (c) Lessee shall furnish and permit only duty licensed, trained, safe and qualified drivers to operate any such unit of
'-.,.quipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with
Lessor noted as lienholder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of May 22,2002.
CITY OF SAN BERNARDINO,
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name: Marsha Zeller
Title: Purchasing Manager
Date:
By:
Name: Michael J. Powers
Title: Secretary
Date:
,;,.'....
I
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5/6..'2002:BQ-ESC DOCIrev.06IOOstl
13
Master Lease Number: 00914
Lease Schedule Nwnber: 0 I
c
CERTIFICATE OF INCUMBENCY
Lessee: CITY OF SAN. BERNARDINO
Lessee Schedule Number 01
Dated May 22, 2002
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am \he duly elected or appointed and acting ~
C1eIk of the above Lessee ("\he Lessee"), a political subdivision duly organized and existing under \he laws of \he State where Lessee
is located, that I have \he title stated below, and \hat, as of \he date hereof, \he individuals named below are \he duly elected or
appointed officers of \he Lessee holding the offices set forlh opposite \heir respective names.
I further certify that (i) the signatures set opposite \he respective names and titles are \heir true and au\hentic signatures (ii)
such officers have \he authority on behalf of such entity to enter into \hat certain Master Lease-Purchase Agreement date May 22, 2002
between \he Lessee and SunTrust Leasing Corporation.
M:u<:.hl'l 7pllp.T
Name
Pllr~h::l<:.ing M:m::.g:p.T
Title
Signature
/'~.-
~,
Name
Title
Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed \he seal of such Lessee as of \he date set forlh
below.
CITY OF SAN BERNARDINO,
Lessee
By:
Seal
Name:
Title:
Date:
Rachel Clark
City Clerk
c
Sl6f'..oo2:BQ-ESC. DOCIrcv .06JOOsd
14
Master Lease Number: 00914
Lease Schedule Number: 01
c
RF.SOI.l!fJON OF GOVF.RNTNG RODY
At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open
meeting laws, on the _ day of , _' the following resolution was introduced and adopted:
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE-PURCHASE AGREEMENT,
LEASE SCHEDULE NUMBER 01, AN ESCROW AGREEMENT, AND RELATED I1"1STRUMENTS, AND DETERMINING
OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, the governing body of CITY OF SAN BERNARDINO ("Lessee") desires to obtain certain equipment (the "Equipment")
described in Lease Schedule Number 01 to the Master Lease-Purchase Agreement (collectively, the "Lease") with SUNTRUST
LEASING CORPORATION, the form of which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be deposited with SUNTRUST BANK (the "Escrow Agent") pursuant to an
Escrow Agreement between Lessee and the Escrow Agent (the "Escrow Agreement") and will be applied to the acquisition of the
Equipment in accordance with said Escrow Agreement; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the
acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION and the Escrow Agreement with
,.-l!'e Escrow Agent substantially in the forms presented to this meeting.
~OW, THEREFORE, BE IT RESOLVED BY THE GOVERNI1"1G BODY OF LESSEE AS FOLLOWS:
Seotion 1. It is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively, the "Financing
Documents") in the forms presented to this meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition
of the Equipment.
Section 7. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in
the Financing Documents are hereby approved. The Pnroha.ing Manager of Lessee and any other officer of Lessee who shall have power
to execute contracts on behalf of Lessee be, and each of them hereoy is, authorized to execute, acknowledge and deliver the Financing
Documents with any cbanges, insertions and omissions therein as may be approved by the officers who execute the Financing Documents,
such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The rity rlerk of the Lessee
and any other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to affix the official seal of Lessee
to the Financing Documents and attest the same.
Seotion 1. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers,
instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary
or proper for carrying out this resolution and the Financing Documents.
Sedion 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically
designates the Lease as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code.
c
15
"612002: BQ-ESC. DOCIrev. 06J00sd
The undersigned further certifies that the above resolution bas not been repealed or amended and remains in full force and effect
and further certifies that the Lease and Escrow Agreement executed on bebalf of Lessee are the same as presented at such meeting of the
governing body of Lessee, excepting only such changes, insertions and omissions as shall bave been approved by the officers who executed
re same.
'-
Date:
c
r-
'-
SJ6I2002cBQ_ESC.DOCIrev.06I00st1
CITY OF SAN BERl'lARDINO,
Lessee
By:
(Signature of Secretary, Board Cbainnan or other
member of the Governing Body)
Name:
Title:
Attested By:
(Signature of one additional person who can witness
the passage of this Resolution)
Name: Rachel Clark
Title: City Clerk
16
Master Lease Nwnber: 00914
Lease Schedule Number: 01
V:
Insert Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
CITY OF SAN BERNARDINO has entered into a Master Lease-Purchase Agreement dated as of May 22, 2002 with
SUNTRUST LEASING CORPORATION. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent
named above to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate ofInsuranee and Long Form Loss
Payable Clause naming SunTrust Leasing Corporation andlor its assigns as Loss Payee.
The Coverage Required is $434,156.94.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming SunTrust Leasing Corporation andlor its
assigns as Additional Insured.
The following minimum coverage is required:
COPERTY: Fight..n (1~) 1001 Fnr~ rrown Victnr;. Polic. Interc.ptor<
Liability:
Liability - Bodily Injury:
Liability - Property Damage:
$ 500,000.00 per person
$1,000,000.00 aggregate
$1,000,000.00 property damage liability
LOCATION: 1nON "n"~trPpt_4IhFlnnT ~::mRp.m~m-1inn rA Q741R
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SunTrust Leasing Corporation, 29
West Susquehanna Avenue, Suite 400, Towson, Maryland 21204.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
CITY OF SAN BERNARDINO,
Lessee
By:
Name:
Title:
Date:
Marsha Zeller
Purchasing Manager
",..~
,
'-'
S/6/2002: SQ-ESC.DOCJrn'.06IOO$t1
17
Master Lease Number: 00914
Lease Schedule Nwnber: 0 I
C
Lessor: SunTrust Leasing Corporation
Lessee: City of San Bernardino
SELF-INSURANCE COVERAGE DISCLOSURE
Pursuant to the Master Lease-Purchase Agreement dated May 22, 2002 between the above Lessor and Lessee, Lessee represents and
warrants, in addition to other matters under the Agreement, that it is lawfully self-insured for:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate ofInsurance and Long Form Loss Payable
Clause naming Lessor and/or its assigns as Loss Payee.
Coverage: Tennination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Lessor and/or its assigns as an Additional Insured.
Minimum Coverage:
$500,000.00 per person
$1,000,000.00 aggregate bodily injury liability
$500,000.00 property damage liability
Lessee has attached a copy of the statute authorizing this form of insurance.
CITY OF SAN BERNARDINO,
Lessee
G:e:
Title:
Date:
Marsha Zeller
Purchasing Manager
/,--..
"-
Y&'2002:BQ-ESC.DOC/rev.06IOOsII
18
Master Lease Number: 00914
Lease Schedule Number: 01
roRM OF OPINION OF COUNSEL
\,..0 Be Typed on Attorney's Letterhead Stationery)
Date: May 22, 2002
SunTrust Leasing Corporation
29 West Susquehanna Avenue, Suite 400
Towson, Maryland 21204
Re: Lease Schedule Number 0 I dated May 22, 2002 together with its Master Lease-Purchase Agreement dated as of
May 22, 2002 by and between CITY OF SAN BERNARDINO, ("Lessee") and the SUNTRUST LEASING
CORPORATION, ("Lessor")
Gentlemen:
I have acted as counsel to the City of San Bernardino with respect to the Lease Schedule, the Master Lease-Purchase Agreement and
all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this
capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary
for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
I. Lessee is a political subdivision of the State of California (the "State") duly organized, existing and operating under the Constitution
and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder
C 1 the transaction contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of
Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the
extent limited by State and Federal laws affecting creditors remedies and by bankruptcy, reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting
laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental
body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and
execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the
Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the
transactions contemplated thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and
the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Attorney
'-
S/612002:BQ-ESC.OOCfrey_06I00s11
19
Master Lease Number: 00914
Lease Schedule Number: 0 I
c
TAX A(;RF.FMFNT ANn ARRTTRA(;F CFRTTFICATF
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF SAN BERNARDINO
("Lessee") in favor of SUNTRUST LEASING CORPORATION ("Lessor") in connection with that certain Master Lease-Purchase
Agreement dated as of May 22,2002 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defmed
herein shall have the meanings assigned to them in the Agreement.
Sectinn 1 In C'..eneral.
1. 1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
fmancing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Lease Schedule Number 01 referenced above (the "Lease Schedule") executed under the Agreement (together with all related documents
executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents,
Lessor shall apply FonT HnnnTPn Thirty_FonT l1lnm:.~ntf ()np HlInnn>:rt J;'ifl:y_~l'lC :mn Q41100 nnll~rc:. (C!:4l4 1 'it; (4) (the "Principal
Amount") toward the acquisition of the Equipment and Lessee shall make Rent Payments under the terms and conditions as set forth in the
Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and
executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
Documents, a copy of which has been delivered to Lessor.
1.3. The Financing Documents are being entered into for the purpose of providing fimds for fmancing the cost ofacquiring, equipping and
installing the Equipment which is essential to the governmental fimctions of Lessee, which Equipment is described in the Lease Schedule.
The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SUNTRUST
BANK, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Agreement
dated as of May 22, 2002, (t.I,e "Escrow Agreement"), by and between Lessor and Escrow Agent.
104. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment
under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance' with
~.
:lion 149(e) of the Internal Revenue Code of 1986, as amended (the "Code").
.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax-exempt obligations
(including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lease as a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any,
will not designate more than $10,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year.
Section 2 Non_A.rhitrage rp.rtifiratinn~.
2.1. The Rent Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fimd (or an
account or subaccount therein). No sinking, debt service, reserve or similar fimd or account will be created or maintained for the payment
of the Rent Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Docwnents, (ii) issued or sold pursuant to a common plan of
fmancing with the Financing Documents and (iii) paid out of substantially the same source offimds as, or deemed to have substantially the
same claim to be paid out of substantially the same source of fimds as, the Financing Documents.
2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any fimds that are or
will be restricted, segregated, legally required. or otherwise intended to be used, directly or indirectly, as a substitute, replacement or
separate source of fmancing for the Equipment.
204. No portion of the Principal Amount is being used by Lessee to acquire inveslinents which produce a yield materially higher than the
yield realized by Lessor from Rent Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such fimds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the fmal Payment Date under the Financing Documents.
Jc,~rtinn:1 nh:hnrspmpnt of Fund'\:' RpimhllrCi:p.rnp.nt to , .P.SSPP.
\",...... It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the
20
"612002, BQ-ESC. DOCIrev O6I00sd
vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement
for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following
Cnditions have been satisfied:
) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation ~ 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion
of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the
Declaration of Official Intent;
(b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the
expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost ofa type properly
chargeable to a capital account under general federal i,ncome tax principles; and
(d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an
artifice or device under Treasury Regulation ~ 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
requirements.
Sectinn 4 IT,p' and Tnvedmpnt of Fnnrlc' Temporary Period.
4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to
pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding
if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due
diligence to the date offmal acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of
four (4) years or more.
4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the
Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(1) of the Code, and make the
annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee
reasonably expects to cause the Equipment to be acquired by November 30, 2003. .
'-' )) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in
accordance with Section 148(1) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six-
month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the
following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the
Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount
and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing
Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the
Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of
Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of
Section 148(1) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above.
Section Cij F..lIill'rnw Arronnt,
The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s)
of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents
being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be
disbursed on or promptly after the date that Lessee accepts the Equipment.
Sertinn (I No Private lTce" No Cnnllilllmpr' ,nan.
6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not pennit more than
10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent
(10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be
'JSed for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of
I......'roperty or borrowed money used or to be used for a Private Business Use.
21
"6I2002;BQ.ESCDOClrev.06I00st!
In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use
C. roperty or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a
late Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will
exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use
Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond fmanced-property
directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.
6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
Sf!:rtinn 7 No FP.rleral (;narantpp..
7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by
the United States or an agency or instrumentality thereof.
7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of
which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or
indirectly, in federally insured deposits or accounts if such investment would cause the fmancing under the Financing Documents to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
See-tin" R Mi~rp.lhmpnm:.
8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five (5) years aflerpayment in full under the Financing Documents.
8.3. To the best of the undersigned's knowledge, information and belief, the. above expectations are reasonable and there are no other
facts, estimates or circumstances that would materially change the expectations expressed herein.
/
1..-02.
IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of May 22,
CITY OF SAN BERNARDINO,
Lessee
By:
Name:
Title:
Date:
Marsha Zeller
Purchasing Manager
........
51612002: BQ-ESC.OOCIrcv.06I00sd
22
Master Lease Number: 00914
Lease Schedule Number: 01
c
SUNTRUST LEASING CORPORATION
ESCROW AGREEMENT
This ESCROW AGREEMENT, made and entered into as May 22, 2002 by and among SUNTRUST LEASING CORPORATION, a
Virginia corporation ("Lessor"), and CITY OF SAN BERNARDINO, a political subdivision of the State of California ("Lessee"), and
SUNTRUST BANK, a Georgia banking corporation.
In consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND RECITALS
Section 1.1. Delinitions. The terms defined in this Section shall, for all purposes of this Escrow Agreement, have the meanings specified
below. The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings assigned to them in the Master
Lease-Purchase Agreement.
"Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to a Vendor thereof upon acquisition or
delivery of any portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the
administrative, engineering, legal, financial and other costs incurred by the Lessee in connection with the acquisition, delivery and
financing of the Equipment, if approved by Lessor.
"Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and
all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund.
"Equipment Acquisition Fund" means the account by that name established and held by Escrow Agent pursuant to Article II of this
Escrow Agreement.
C'Escrow Agent" means SUNTRUST BANK, or any successor thereto acting as Escrow Agent pursuant to this Escrow Agreement. "
eScrow Agent Fee" has the meaning set forth in Section 6.1. '
"Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment thereto.
"Lease" means the Master Lease together with the Lease Schedule Number 0 I by and between Lessee and Lessor, and any duly
authorized and executed amendment thereto, the terms of which are incorporated herein by reference.
"Master Lease" means the Master Lease.Purchase Agreement, dated as of May 22, 2002, by and between Lessee and Lessor, including
any Lease Schedules entered into thereunder and any duly authorized and executed amendment thereto.
"Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor
and submitted to Escrow Agent to authorize payment of Acquisition Costs.
"Qualified Investments" means (i) direct general obligations of the United States of America; (ii) obligations guaranteed by the United
States; (iii) general obligations of the agencies and instrumentalities of the United States; or (iv) certificates of deposit, time deposits or
demand deposits with any bank or savings institution qualified as a depository of public funds in the Commonwealth of Virginia, provided
that such certificates of deposit, time 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 Clauses (i), (ii), or (iii). In no event shall
"Qualified Investments" include any investments other than those permitted by any state, county or municipal law applicable to
investment of Lessee's funds; orovided, however, that neither Lessor nor the Escrow Agent shall be responsible for determining the
applicability of any such law and each shall be entitled to rely solely on the determination of Lessee with respect to such matters.
ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY
Section 2,1. Aooointment of Escrow Aeent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and
disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and the Lease and to perform certain other functions,
all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of
Escrow Agent hereunder; orovided, however, that its duties and obligations hereunder shall be limited to those specifically provided
herein.
Seclion 2.2. Authoritv. Each of the parties has authority to enter, into this Escrow Agreement, and has taken all actions necessary to
authorize the execution of this Escrow Agreement by the officers whose signatures are affixed hereto.
~
05/16lO2-SQ-ESClSTB.DOCJrev.06I00_sd
ARTICLE III. EQUIPMENT ACQUISITION FUND
Section 3. I. Equipment Acquisition Fund. The Escrow Agent shall establish a special escrow account designated as the "Equipment
Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Fund separate and apan from all other funds and moneys heid by
it and shall administer such Fund as provided in this Escrow Agreement.
Cction 3.2. Deposit. Upon execution of the Lease and. delivery to Lessor by Lessee of all documents required to be delivered
reunder, Lessor shall depOSit or cause to be deposited with the Escrow Agent the sum of Four Hundred Thirty-Four Thousand One
Hundred Fiftv-Six and 94/100 Dollars ($434.156.94). Escrow Agent shall credit such amount to the Equipment Acquisition Fund.
Section 3.3. Disbursements. The Escrow Agent shall use the moneys in the Equipment Acquisition Fund to pay the Acquisition Cost of
each item of Equipment subject to the Lease, within a reasonable time of receipt with respect thereto of a Payment Request Form executed
by Lessor and Lessee, fully completed and with all supponing documents described therein attached thereto. Upon receipt of a Payment
Request Form with respect to any item of Equipment. an amount equal to the Acquisition Cost as shown therein shall be paid directly to
the person or entity entitled to payment as specified therein.
Section 3.4. Transfers Upon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been
previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5. on November 30. 2002, Escrow Agent shall pay all
remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal
under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2%) of
such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any,
which have accrued or been incurred under the Master Lease, then to overdue Principal and interest on the Lease and then, in the sole
discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (Ii)
proponionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in
accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rent Payments as scheduled in the applicable
Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall
provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rent Payments due under
the Lease.
Section 3.5. Liauidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections
3.2 or 12.2 thereof, the Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds
thereof and all other moneys held in the Equipment Acquisition Fund to Lessor.
ARTICLE IV. TRUST; INVESTMENT
ection 4.1. Irrevocable Trust. The moneys and investments held by the Escrow Agent under this Escrow Agreement are irrevocably
,Id in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as
provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either
Lessor or Lessee (other than Lessor's security interest granted hereunder).
Section 4.2. Investment. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order
of Lessee only in Qualified Investments. Such investments shall be registered in the name of the Escrow Agent and held by the Escrow
Agent for the benefit of Lessor and Lessee. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent,
investments authorized by this Article. Such investments and re-investments shall be made giving full consideration for the time at which
funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund. The
Escrow Agent shall not be responsible or' liable for any loss suffered in connection with any investment of moneys made by it in
accordance with this Anicle.
Section 4.3. Disposition of Investments. The Escrow Agent shall, without funher direction from Lessee, sell such investments as and
when required to make any payment from the Equipment Acquisition Fund.
Section 4.4. Accountin!!. The Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this
Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular
business hours upon prior written request. The Escrow Agent shall furnish to Lessor and Lessee no less than quanerly an accounting of all
investments and interest and income therefrom.
Section 4.5. Termination. This Escrow Agreement shall terminate upon disbursement by the Escrow Agent of all moneys held by it
hereunder.
ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION
Section 5.1. Validity. The Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may
assume the validity and accuracy of any statement or assenion contained in such a writing or instrument. and may assume that any person
purponing to give any writing. notice. advice or instructions in connection with the provisions hereof has been duly authorized to do so,
and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. The Escrow Agent shall not
be liable in any manner for the sufficiency or correcmess as to form, manner and execution, or validity of any instrument deposited with
it, nor as to the identity, authority or right of any person executing the same.
\....
O~/16102:BQ-ESC.DOCJrev .000000tl
Section 5.2. Use of Counsel and A2ents. The Escrow Agent may execute any of the trusts or powers hereof and perform the duties
required of it hereunder by or through attorneys. agents. or receivers, and shall be entitled to advice of counsel concerning all matters of
trust and its duty hereunder. The Escrow Agent shall not be answerable for the default or misconduct of any such attorney, aaem. or
receiver selected by it with reasonable care. The Escrow Agent may consult with counsel of its own choice and shall have full and
r-nplete authorization and protection acting in compliance with the opinion of such counsel.
'-tction 5.3. Interpretation. If Lessor or Lessee shall be in disagreement about the interpretation of the Lease or this Escrow Agreement,
or about the rights and obligations of, or the propriety of any action contemplated by, the Escrow Agent hereunder. the Escrow Agent
may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow Agent shall be indemnified
pursuant to Section 5.5 for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected
in suspending all or part of its activities under this Escrow Agreement until a final judgment in such action is received.
Section 5.4. Limited Liabilitv of Escrow A2enl. The Escrow Agent sha.lL not be liable in connection with the performance or
observation of its duties or obligations hereunder except fol"'in the case of its own gross negligence or willful misconduct. The Escrow
Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other
party to perform any covenant or agreement made by such party hereunder or under the Master Lease. but shall be responsible solely for
the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder.
Section 5.5. Indemnification. To the extent pennitted by applicable law and unless the Escrow Agent is guilty of gross negligence or
willful misconduct with regard to its duties hereunder, Lessee hereby agrees to indemnify the Escrow Agent and hold it harmless from any
and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges orany character or
nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement; and
in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of
defending any action, suit or proceeding or resisting any claim. Notwithstanding the foregoing, such indemnification shall not extend to
claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent for failure to perform and carry out the duties
specifically imposed upon and to be performed by it pursuant to this Escrow Agreement or to claims, liabilities, losses, actions, suits or
proceedings incurred by the Escrow Agent arising from events solely and directly attributable to acts of Lessor. The Escrow Agent shall
be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys' fees, court costs, for any suit,
interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be incurred by the Escrow Agent by
reason of disputes arising between Lessor and Lessee as to the correct interpretation of the Lease or this Escrow Agreement and
instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless of the instructions
aforesaid, to hold such property until and unless said additional expenses, fees and charges shall be fully paid. In the event Lessee is
,-(equired to indemnify Escrow Agent as herein provided, Lessee shall be subrogated to the rights of Escrow Agent to recover such fosses
L' damages from any other person or entity.
ARTICLE VI. COMPENSATION
Section 6.1. Escrow A2ent Fee. The Escrow Agent shall. be paid by Lessee for the services to be rendered hereunder (the "Escrow
Agent Fee"), and will be paid andlor reimbursed by Lessee upon request for all expenses, disbursements and advances, including
reasonable attorneys' fees, incurred or made by it in connection with carrying out its duties hereunder. The Escrow Agent's fee shall be
payable from the interest earnings from this Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the
responsibility of the Lessee and not the responsibility of the Escrow Agent, the Lessor, or their agents or assigns.
Section 6.2. Investment Fees. The Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the
investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees"). Lessor and Lessee hereby authorize the
Escrow Agent to periodically deduct the Investment Fees from interest eamings on the Equipment Acquisition Fund.
ARTICLE VII. CHANGE OF ESCROW AGENT
Section 7.1. Removal of Escrow A2enl. Lessor and Lessee, by written agreement, may by written request, at any time and for any
reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such
successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to
supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually,
pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7.1,
the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so
published.
Section 7.2. Resi2nation of Escrow A2enl. The Escrow Agent or any successor may at any time resign by giving written notice to
Lessor and Lessee of its intention to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days
after such notice, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor
and Lessee. Upon receiving such notice of resignation, Lessor and Lessee shall promptly appoint a successor Escrow Agent by an
cinstrument in writing; nrovided, however, that in the event Lessor and Lessee fail to appoint a successor Escrow Agent within thirty (30)
OSJ 16lO2:BQ.ESC.DOCJrev.06IOOstl
days following receipt of such wrinen notice, Lessor may appoint a successor Escrow Agent. Any resignation or removal of Escrow
Agent shall become effective only upon acceptance of appoinhnent by the successor Escrow Agent.
Section 7.3. Merger or Consolidation. Any entity into which Escrow Agent may be merged or convened. or with which it may be
consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a pany. or any company to which
r~row Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under
~ction 7.1) shall be the successor to the Escrow Agent without the execution or filing or funher act.
ARTICLE VIII. ADMINISTRATIVE PROVISIONS.
Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail to the pany entitled thereto at its
address specified beneath each pany's signarure. or at such address as the pany may provide to the other panies hereto in writing from
time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or
cenified form. with postage fully prepaid, or if given by other means. when delivered at the address specified in this Section 8.1.
Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the panies under this
Escrow Agreement shall not be assignable to any person or entiry without the written consent of all of the other panies. Notwithstanding
the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in
connection with an assignment by Lessor of its rights under the Lease.
Section 8.3, Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the panies and their respective
successors and assigns. Specifically. as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to
receive Rent Payments under the Lease.
Section 8.4. Severabilitv. 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.
Section 8.5. Entire Agreement: Amendments. This Escrow Agreement constitutes the entire agreement of the panies with respect to
the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representations, express or implied. This Escrow Agreement may be amended or modified only by written documents duly authorized,
executed and delivered by each of the parties hereto.
Section 8.6. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
.-Q1ay be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreemen~ artrl for
C:tter assuring and confirming the rights and benefits provided herein.
Section 8.8. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of
California.
Section 8.9. Execution in Counterparts. This Escrow Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same Agreement.
Section 8.10. Waiver of JUry Trial. Lessor, Lessee and the Escrow Agent hereby waive any right to trial by jury in any action or
proceeding with respect to, in connection with or arising out of this Escrow Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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05/16102:BQ-ESCDOC/I"C'I_~11
c
EXECUTION PAGE OF ESCROW AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above.
SUNTRUST BANK
Escrow Agent
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name:
Title:
Emily Hare
Trust Officer
By:
Name: Michael J. Powers
Title: Secretary
Address: Corporate Trust Administration
919 E. Main Street, 10" Floor
Richmond, VA 23219
Address: 29 W. Susquehanna A venue, Suite 400
Towson, MD 21204
Telephone: 804n82-5400
Facsimile: 804n82-7855
Telephone: 410/307-6644
Facsimile: 410/307-6702
r".~
'-
CITY OF SAN BERNARDINO,
Lessee
By:
Name: Marsha Zeller
Title: Purchasing Manager
Address: 300 N. "D" Street
San Bernardino, CA 92418
Telephone: 909/384-5548
Facsimile: 909/384-5043
/"",""
~6ID2:BQ-ESC_DOCfm..CI6JOOW
c
EXECUTION PAGE OF ESCROW AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above.
SUNTRUST BANK
Escrow Agent
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name:
Title:
Emily Hare
Trust Officer.
By:
Name: Michael J. Powers
Title: Secretary
Address: Corporate Trust Administration
919 E. Main Street, 10" Floor
Richmond, VA 23219
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 804n82-5400
Facsimile: 804n82-7855
Telephone: 410/307-6644
Facsimile: 410/307-6702
\.....
CITY OF SAN BERNARDINO,
Lessee
By:
Name: Marsha Zeller
Title: Purchasing Manager
Address: 300 N. "D" Street
San Bernardino, CA 92418
Telephone: 909/384-5548
Facsimile: 909/384-5043
Goz:BQ-ESC.DOCIrevo06lOOslI
Master Lease Number: 00914
Lease Schedule Number: 01
c
EXHIBIT A
PAYMENT REQUEST FORM NO.
SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of May 22. 2002 (the "Escrow Agreement") by and among
SUNTRUST LEASING CORPORATION, as Lessor, and CITY OF SAN BERNARDINO as Lessee, is hereby requested to pay, from
the Equipment Acquisition Fund, to the person or entity designated below as payee, that the amount set forth opposite each such name, in
payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The
terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow
Agreement.
Pavee
Amount
Elluinment
","
'-
The Lessee hereby certifies that:
1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and
acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this
Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's
Acceptance Certificate relating to the Equipment.
2. The representations and warranties contained in the Lease are true and correct as orthe date hereof.
3. No Non-Appropriation or Event of Default, or event which with the giving of notice or passage of time or both would
constitute an Event of Default, has occurred.
Dated:
,20_.
CITY OF SAN BERNARDINO
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By: [EXHIBIT PURPOSES ONLY]
Name: Marsha Zeller
Title: Purchasing Manager
Date:
By:
Name:
Title:
Date:
Cathy Estella Oechsler
Assistant Vice President
,
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0SI16I02:SQ-ESC.DOCJrev,06I0Qs11
Master Lease Number: 00914
Lease Schedule Number: 0 I
r-
I.....
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE-PURCHASE AGREEMENT
In cannectian with the Master Lease-Purchase Agreement (the "Agreement"), dated as .of May 22, 2002, made and entered inta by and
between SUNTRUST LEASING CORPORATION, as Lessar (the "Lessar"), and the lessee identified belaw, as Lessee (the "Lessee"),
Lessee warrants and represents ta Lessar the fallawing infarmatian. The terms capitalized herein but nat dermed herein shall have the
meanings assigned ta them in the Agreement.
1. Praperty Insurance.
a. Lessee is self-insured far damage .or destructian ta the Equipment.
YES NO (circle .one)
If yes, the dallar amaunt limit far praperty damage ta the Equipment under the Lessee's self-insurance pragram is $
b. The Lessee maintains an umbrella insurance palicy far claims in excess .of Lessee's self-insurance limits far property damage
ta the Equipment as indicated abave.
YES NO (circle .one)
If yes, the umbrella palicy pravides caverage far all risk property damage.
YES NO (circle .one)
If yes, the dallar limit far property damage ta the Equipment under such umbrella palicy is $
7 T inhilit)l Tn'mrnnrp,
c
a. Lessee is self-insured far liability far injury .or death .of any persan .or damage .or lass .of praperty arising aut .of .or relating to
the canditian .or aperatian .of the Equipment.
YES NO (circle .one)
If yes, the dallar limit for such liability claims under the Lessee's self-insurance program is $
b. The Lessee maintains an umbrella insurance palicy far claims in excess of Lessee's self-insurance limits far liability
including injury .or death of persans .or damage ta praperty as indicated abave.
YES NO (circle .one)
If yes, the umbrella palicy provides caverage far liabilities far injury and death ta persans as well as damage .or lass .of
property arising aut .of .or relating ta the canditian .or aperatian .of the Equipment.
YES NO ( circle .one)
If yes, the dallar amaunt .of the umbrella palicy's limits far such liability caverage is $
1A ,,\p'flm:llrnnrp Funa,
a. Lessee maintains a self-insurance fund.
YES NO (circle .one)
If yes, please camplete the fallawing:
Manies in the self-insurance fund are subject ta armual apprapriatian.
YES NO (circle .one)
The tatal amaunt maintained in the self-insurance fund ta caver Lessee's self-insurance liabilities is $
b. Amaunts paid fram the Lessee's self-insurance fund are subject ta limitatians far each claim.
YES NO (circle .one)
If yes, the dallar amaunt .of limit per claim is $
i
'--
S/612002:BQ-ESc.OOCJrcv_06I00st1
29
"R Nn splf /n~lJrnnrp Fund,
,...- a. If Lessee does not maintain a self-insurance fund, please complete the following:
"-' Lessee obtains funds to pay claims for which it has self-insured from the following sources:
b. The limitations on the amOlmts payable for claims from the above sources are as follows:
4 ,4'Jfhnrity.
a. The following entity or officer has authority to authorize payment for claim:
b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to
another administrative officer, agency or the courts?
YES NO (circle one)
If yes , to whom does the claimant have recourse?
.c; rprtifirntP~ rif /m;:urnnrp.
Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. .
~ WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the
Agreement by its duly authorized officer.
CITY OF SAN BERNARDINO,
Lessee
By:
Name:
Title:
Date:
Marsha Zeller
Purchasing Manager
Telephone: 909/384-5548
Facsimile: 909/384-5043
Attachment
........
s/6I2oo2: BQ-ESC.DOC1rev.06IOOstI
30
Master Lease Nwnber: 00914
Lease Schedule Nwnber: 0 I
c
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE-PURCHASE AGREEMENT
In connection with the Master Lease-Purchase Agreement (the "Agreement"), dated as of May 22, 2002, made and entered into by and
between SUNTRUST LEASING CORPORATION, as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"),
LOssee warrants and represents to Lessor the following information. The terms capitalized herein but not defmed herein shall have the
meanings assigned to them in the Agreement.
1. Property Insurance.
a. Lessee is self-insured for damage or destruction to the Equipment.
YES NO (circle one)
If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $
b. The Lessee maintains an wnbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage
to the Equipment as indicated above.
YES NO (circle one)
If yes, the wnbrella policy provides coverage for all risk property damage.
YES NO (circle one)
If yes, the dollar limit for property damage to the Equipment under such wnbrella policy is $
? T inhility Tnwrnnrp.
c
a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of orrelaling to
the condition or operation of the Equipment.
YES NO (circle one)
If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $
b. The Lessee maintains an wnbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or death of persons or damage to property as indicated above.
YES NO (circle one)
If yes, the wnbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of
property arising out of or relating to the condition or operation of the Equipment.
YES NO (circle one)
If yes, the dollar amount of the wnbrella policy's limits for such liability coverage is $
~A S"l[fm:urnnrp Fund,
a. Lessee maintains a self-insurance fund.
YES NO (circle one)
If yes, please complete the following:
Monies in the self-insurance fund are subject to annual appropriation.
YES NO (circle one)
The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $
b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim.
YES NO (circle one)
If yes, the dollar amount oflimit per claim is $
c
29
51612002:BQ.ESC.OOC/rev_06IOOstl
~H No .~plf Tm:urnnrp Fund.
c
a. If Lessee does not maintain a self-insurance fund, please complete the following:
Lessee obtains funds to pay claims for which it has self-insured from the following sources:
b. The limitations on the amounts payable for claims from the above sources are as follows:
4 Authnrity.
a. The following entity or officer has authority to authorize payment for claim:
b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to
another administrative officer, agency or the courts?
YES NO (circle one)
If yes, to whom does the claimant have recourse?
'i rprtifrntp'i: nf Tn'i://rnnrp.
Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. .
~ WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the
Agreement by its duly authorized officer.
CITY OF SAN BERNARDINO,
Lessee
By:
Name:
Title:
Date:
Marsha Zeller
Purchasing Manager
Telephone: 909/384-5548
Facsimile: 909/384-5043
Attachment
J"....-
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51612002: BQ-esC.OOCIrev.06'QOstI
30
Master Lease Number: 00914
Lease Schedule Number: 01
SUNTRUST LEASING CORPORATION
c
ADDENDUM TO LEASE SCHEDULE NUMBER 01
TO MASTER LEASE-PURCHASE AGREEMENT (LEASE NO. 00914)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of May 22,2002, between SUNTRUST LEASING CORPORATION (the "Lessor") and CITY OF
SAN BERNARDINO (the "Lessee").
Recitals
A. Lessor and Lessee have entered into a Master Lease-Purchase Agreement dated as of May 22, 2002 (the "Agreement").
B. Lessee desires to lease equipment described in Lease Schedule Number 01 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Lease Schedule Number 0 I, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and
property damage.
D. Lessor is willing to grant Lessee's request subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is
hereby agreed as follows:
'-
I. The terms capitalized in this Addendum but not defmed herein shall have the meanings assigned to them in the Agreement:
2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct
as of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default has occurred under the Agreement.
3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and
affect and are hereby ratified and confirmed by Lessee.
4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to
Master Lease-Purchase Agreement (the "Questionnaire") are true and correct as of the date hereof.
5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee
may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Lease Schedule Number 01 through self-
insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Lease Schedule Number 01 to accept self-insurance in
lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems
itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain
insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereofto Lessor.
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5/612002:8Q-ESC.DOC/rev.06I00st1
31
IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above
written.
CTY OF SAN BERNARDINO
ssee
SUNTRUST LEASING CORPORA nON,
Lessor
By:
Name:
Title:
Date:
Marsha Zeller
Purchasing Manager
By:
Name:
Title:
Date:
Michael J. Powers
Secretary
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(PAGE TO BE REPLACED BY UCC FINANCING STATEMENT]
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5/612002: BQ-ESC. DOCIrev_06IOOstI
32
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UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back' CARE FULL Y
A. NAME & PHONE OF CONTACT AT FILER [optional] ,
B. SEND ACKNOWLEDGMENT TO: (Name and Add~ss)
I
I
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR'S EXACT FULL LEGAl NAME -insertonlY!:l!!I deblOrname(1a or 1bl-da 001 abbrevlale orcornbine names
L
-.I
la. QRGANIZATION'S NAME
City of San Bernardino
OR 1b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
1c. MAILING ADDRESS CITY STATE I~OSTALCOOE COUNTRY
300 N. "D" Street San Bernardino CA 92418 USA
'0. TAX 10 II: SSN OR EIN If DO'l INFO RE I'.' TYPE OF ORGANIZATION 1f.JURISOICT10N OF ORGANIZATION 19. ORGANlZATIONAlID'" ifeny
ORGANIZATION I I I n NONE
DEBTOR
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME. insert only gjJf debtor name (28 or 2b) - do not abbreviate or combine names
c
2a. ORGANIZATION'S NAME
OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2e. MAILING ADDRESS ClTY STATE 1 POSTAL CODE COUNTRY
2d. TAX 10 II; SSNOREIN IfDD'LINFOREI12e.TYPEOFORGANlZAT10N 2f.JURISOICTION OF ORGANIZATION 2g. ORGANIZATIONAL 10 II, if aflY
ORGANlZA TION I I n NONE
DEBTOR ' t
3 SECURED PARTY'S NAME (or NAME of TOTAl ASSIGNEE of ASSIGNOR SIP). insert only QflI secured party name (3a or 3b)
Ja. ORGANlZATION'S NAME
SunTrust Leasing Corporation
OR Jb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
.
3c. MAILING ADDRESS CITY STATE rOSTALCOOE COUNTRY
29 West Susquehanna Avenue, Suite 400 Towson MD 21204 USA
4. This FINANCING STATEMENT covers the following collateral;
See Attached Schedule
r-.
L.
LESSEE/lESSOR
.. '"
NON-UCCFtUNG
Debtor 1 Debtor 2
T R
8. OPTIONAl FILER REFERENCE DATA
y>(
FILING OFFICE COPY _ NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 07/29/96)
NAnJCCI .,f4lO1 CT S)'$lCmOnlinc
f"-.
"'-
SCHEDULE A TO FINANCING STATEMENT OF
CITY OF SAN BERNARDINO, AS DEBTOR, AND
SUNTRUST LEASING CORPORATION, AS SECURED PARTY
rontinnMion ofrnl1~tp.r~l np.~r.riptinn
The financing statement to which this Schedule A is attached covers the types of property described on the face of such
financing statement and all of the Debtor's right, title and interest in and to (collectively, the "Collateral"):
Eighteen (18) 2003 Ford Crown Victoria Police Interceptors
(a) the equipment described in Lease Schedule Number 01 dated as of May 22, 2002 (the "Lease Schedule") to the Master
Lease-Purchase Agreement dated as of May 22, 2002 (the "Agreement," and together with the Lease Schedule, the "Lease") between
Debtor, as lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time to time together
with all of Debtor's right, title and interest in and to the Equipment Acquisition Fund established in Debtor's name at SUNTRUST
BANK (the "Escrow Agent") pursuant to the Escrow Agreement dated as of May 22, 2002 (the "Escrow Agreement") among Debtor,
Secured Party and the Escrow Agent;
/_'_ (b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch
i.-,.'ds, data processing software, transaction files, master files and related property and rights (including computer and peripheral
equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(c) to the extent not included in the foregoing, all repairs, replacements, substitutions and modifications and all proceeds and
products of any or all of the foregoing, whether existing on the date hereof or arising hereafter.
.,
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33
"6/2oo2,8Q-ESc.DOCJrcv,06JOOstl
c'
11
12
13
14
15
16
17
18
19
20
/''''''''
'-
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36a
b
37
b
38
39
40
c
Information Return for Tax-Exempt Governmental Obligations
.... Under Internal Revenue Code section 149(e)
.... See separate Instructions.
Caution: If the issue price is under $100.000. use Form B038-GC.
If Amended Return, check here ~ 0
2 Issu~r'5 employer identification number
Report number
3 2002-01
6 Date of issue
OS/22/2002
Telephone rtlmber of offICer or legal represenlative
( 909 ) 384-5548
rice See instructions and attach schedule
11
12
13
14
15
16
17
18
Proceeds used for accrued interest . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) .
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement. .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28). .
Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here
Oescri tion of Refunded Bonds Com lete this art onl for refundin bonds.
Enter the remaining weighted average maturity of the bonds to be currently refunded . ....
Enter the remaining weighted average maturity of the bonds to be advance refunded . ....
Enter the last date on which the refunded bonds will be called . . ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings; a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue. check box.... 0 and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(lIi) (small issuer exception). check box ~ 0
If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box ~ 0
If the issuer has identified a hed e. check box ~ 0
Under penalties of perjury. I declare that 1 have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
'oom 8038-G
(Rev. November 2000)
Department ollhe Treasury
Internal Revenue Service
1
Re ortin Authorit
Issuer's name
City of San Bernardino
Number and slreet (or P.O. box if mail is not delivered to street address)
300 N. "0" Street
Room/suite 4
3
5
City, town, or post office, state, and llP code
San Bernardino, CA 92418
Name of issue
Master lease-Purchase Agreement No. 00914, lease Schedule Number 01
Name and title of officer or legal representative whom the IRS may call for more information
Carol Doemner, Assistant Buyer
T e of Issue check a
8 CUS1P number
nla
7
9
licable box(es and enter the issue
o
o
o
~
o
o
o
o Other. Describe ~
If obligations are TANs or RANs. check box ~ 0 If obligations are BANs. check box ~ 0
If obli ations are in the form of a lease or installment sale. check box ~ 0
Oescri tion of Obli ations. Com lete for the entire issue for which this form is bein
Education
Health and hospital
Transportation . .
Public safety.
Environment (including sewage bonds)
Housing .
Utilities
(b) Issue price
(c) Staled redemption
price at maturity
(d) Weighted
average maturity
434,156.94 3
underwriters' discount
ears.
24
25
26
27
28
o
o
o
o
o
OMS No. 1545-0720
434,156.94
(e) Yield
3.6790 %
o
434,156.94
o
434,156.94
nla
nla
n/a
nla
years
years
Sign
Here
~ Signature of issuer's authorized representative
Date
~ Type or print name and title
Cat. No. 63773S Form 8038-G (Rev. 1'.2000)
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
*
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): U - q - W- Item # I :3
Vote: Ayes ';.2: ~ {'Ii Nays ft
Change to motion to amend original documents:
Reso. # On Attachments: 1 Contract term: ----
Note on Resolution of Attachment stored separately: _
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By:
Resolution #
!too;;;. - 14 8'
Absent J '-/
,
Abstain d
Date Sent to Mayor: I p -loi- 0 d
Date of Mayor's Signature: (p - (p -' 0 d-
Date of Clerk/CDC Signature: Ii - (0 - 0 "/'
-
Date MemolLetter
i nature:
See Attached:
See Attached:
See Attached:
60 Day Reminder Letter Sent on 30tb
90 Day Reminder Letter Sent on 45tb day:
Request for Council Action & Staff Report Attacbed:
Updated Prior Resolutions (Otber Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634):
Updated CDC Perso,nnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Distributed to/
City Attorney V Code Compliance Dev. Services
Parks & Rec. Police Public Services Water
Notes:
NullNoid After:
/;0 r/fltj'
I-d.. -D:l-
Reso. Log Updated:
Seal Impressed:
/
,/
Date Returned:
Yes ~ No By_
Yes No 7 By_
-
Yes No ./ By_
-
Yes No V By_
Yes No-L By_
EDA
Finance j MIS
~
Otbers:
BEFORE FILING. REVIEW FORM TO ENSURE ANY NOT A TlONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.)
Ready to File: (Yl1 Date: 0 - 'l-o,p.
Revised 01/12/01