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Contracts & Agreements_167-2009_CCv0001.pdf
gal ;alifornia First National Bank MASTER EQUIPMENT L.EASEJPURCHASE AGREEMENT 4 rchase Agreement No. BLOB 1____ 91 -- dated as of Novef e 3 ? a�yecO�rate and poiiticInto n his Master Equipment LeasetPu Lessor"), and City o ;alifomia First National Bank {"CaiFirar), laCaliforniaiacOrPO ssee" ,xisting under the laws of the State of___�_a_._--- functions of Lessee consWWt with the permissible scope of I. Agreement: Lessee agrees to lease from Lessor certain Lessee's authority: (f) Lessee will annually provide PProP n for 'Equipment` as descriLow"with bed in each Equipment Schedule (Exhibit current financial statements, budgeft, Proof Of,which together with a Rental Payment Schedule(Exhibit A-1) the ensuing Fiscal Period, and such other financialInformation to the terms and conditions of relating to the ability of Losses to continue each Loose as may xonstttute a 'Schedule", subs Lir,�(9)Lem has an immediate rAwd and for the purposes set forth in each Lease. Meme of execution be requested by Schedule and expects to make may be added to the Equipment from time to time by other ion for the Equipment listed on each of additional Schedules by the parties hereto and as otherwise immediate use of the Equipment listed 0n each Sdheduto. provided herein. Each Schedule and the terms and provisions of Represer>tatfans. Lessee hereby this Agreement(which includes an exhibits hereto, togeM 4. Tax andi� � estimated total casts of the Pursuant thereto} represents as follows:{a} any amendments and modifications p Equipment listed In each Schedule not be less than the ental incorporated by reference into such Schedule shalt constitute a principal portion 0f the Rental Payments listed in such Rental separate and independent lease and installment purchase of the the Equipment listed Equipment therein descriin each Schedule bed and are referred tg herein as a has been ordered or is expected(b} to be ordered within 6 months "Lease". has been Of the Commencement Date, and all amounts deposited in be 2.Term.The"Commencement Da#e"for each Lease is the date escrow to pay for the Equipment, and interest earnings, when interest commences to accrue under such Lease which expended on costs of the Equipment and the financing any asewithil Proceeds of any Lease will date shall be the earlier of (I) the date oessec in theEquipment imanner years of Commencement Date;(c)no expenditures made rrrore than listed in such Lease is P the date on which sulff�Ient be used tele reimburse Lessee for expo described in Section 11, or {ii} 60 days prior to the Commencement Date 0r, if earlier, more than 60 days prior to any official action taken to evidence an monies to purchase the Equipment Listed in such Lease are (d}Lassoo has not created or established,and deposited for that purpose with an escrow agent, or(iii)the date intent to finance; does not expect to create or establish,any sinking fund or similar sufficient monies aro set as` acquisition T�thes se Team"foreacheach that is reasonably expected to be used to pay the Rental evidenced in Exhibit D, if aPP fund{i} u solely to prevent a default in Lease means the original Term and all Renewal Terms therein Payments,or(it)that may the Equipment in provided and for this Agreement means the period from the date the pa ere#of the Rental Payments;{e} Agreement is temhlnated. The "original Term' each Schedule has not been and is Trot expected to be sold or hereof until this Ag of by Lessee,either in whole or in part.Prior means the period from the Commencement Date for each Lease otherwise disposed (f} Lessee wits comply until the end of Lessee's fiscal year or biennium (as the case to the east maturity of Rental Payments; may be} {the "Fiscal period") in effect at such Commencement with all applicable provisions of the Internal Revenue Code of Date.The"Renewal Term"for each Lease is each term having a 1gh arroeratled{'�),including without limitation Sections 103 and 148 thereof, and the applicable regulations of the duration that Is coextensive with the Fiscal Period. Lessee Department to maintain the exclusion of the interest 3. Representations and Covenants of Less"' components(Rental Payments from gross incxoome for Purposes represents, covenants and warrants for the bene ncorretaxation; and (g) L I that each the date hereof and as of the Commencerrrt rate and of each of faderald constitute a "true" lease for federal income tax Lease as folthws: (a) Lessee " P the Pum= politic duly, organized and existing under authoritystitution and under the Lease laws of the State with full power a 5. Lease of Equipment» Upon the execution of each Lease, constitution and laws of the state where the Lessee is located transfers, and lets to Losses, and ('ate") to into this Agreement and each Lease and the L demises, leases, hirras from Lessor, the rents leasesand transactions contemplated hereby and to �rmLessee has Equip in ;oniance with rho temps thereof. The Lease obligations hereunder and under each Lease; be continued, solely at the option Of duly authorized the execution and delivery of this Agresmcxht Term for each Lease may Tom or any Renewal Tom for each Lease by Prof action 0f its governing body at a meeting Lessee,at the and of the OriginalTerm � to the maximurn Lease the next succeeding duty cathed and held In accordance with State Isar« or by other Rthe end of the C khat Term appropriate official approval,and all requirements have been met Term set forth In such Lease. At Term the Lease Term shall be and procedures have occurred to ensure the validity and and at the end of each Renewal she appropriation by Agreement and each Lease; (c)L velli automatfcall)r a upon enforceability of this Ag Lessee's goyim of amounts Sufficientto pay pay Rental do or cause to be done all things necessary tele p ate and Perth and other amounts payab� under the related tease keep in full force anud effect Its plstenco as a body cOrbidding tis next succeeding Fisc Period ural an i R � politic; (d) Les compiled with such public during such L have in foil, Agreement and each payments payable L pursuant to requirements as may be applicable tom ofhe Equip as un L ee she# have in Le and the acquisition by Section 7 or Section 22. The s and conditionsduring any provided in each Lease; (e} during the Lease Term, the Equipment will be used by L solely and exclusively for the Renewal en Term shah be the same as " terrors and conditions purpose of performing essential governmental or proprietary that the Rental Payments shall limitation or requirement concemiinng t e creation ntained h in or atdness uring the Original Tarr, exceptby Lessee, nor shall anything e as provided in the applicable Lease. constitute a pledge of the general tax revenues,funds or monies . Continuation of Lease Term. Lessee currently Intends, of Lessee. ,object to Section 7, to continue the Lease Tem of each Lease 10. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT hrouge the Original Term and all Renewal Terms and to pay the AS PROVIDED IN SECTIONS 7 AND 9, THE OBLIGATIONS 2ental Payments thereunder. Lessee reasonabiy believes that funds in an amount sufficient to make all Rental OF LESSEE TO MAKE RENTAL PAYMENTS AND TO egally availablePERFORM AND OBSERVE THE OTHER COVENANTS AND BE payments during the maximum Lease Term of each Lease can AGREEMENTS CONTAINED iN EACH LEASE Sl AL NTS De obtained. Lessee 2Amurrenitly intends to do all things lawfully ABSOLUTE AND UNCONDITIONAL IN ALL Nithin its power to obtain and maintain funds from for V1►fTHOUT ABATEMENT, DiMiNUTION, DEDUCTION,INCLUDING Rental Payments may be made, including making p OFF OR DEFENSE, FOR ANY REASON, such payments to the extent necessary in each budget or OFFWITDUT LIMITATION ANY FAILURE OF THE EQUIPMENT appropriation request submitted and adopted in accordance with TO BE DELIVERED OR INSTALLED, ANY DEFECTS, applicable provisions of law. Notwithstanding the foregoing, the funds , to MALFUNCTIONS. BREAKDOWNS OR INFIRMITIES IN THE decision whether or not to budget and appropriate �NFQRESEEOR CIRANY CUMSTANCESNT, CONDEMNATION OR extend the applicable Schedule or of any Term is within the discretion of the governing body Installation; Acceptance. Lessee shall order the to a such 11. Delivery; ent to be delivered and installed at 7. Nonappropriation. Lessee is obligated only Pay Equipment,cause the Equipment an and alt delivery Rental Payments under each Lease as may lawfully be hould the location specified in each Lease and pay Y from funds budgeted and appropriated or that purpo and installation costs in connection therewith. When the Lessee fail to budget, appropriate or otherwise make available Equipment listed In any Lease has been delivered and installed, funds to pay Rental Payments under any Lease following the t such Equipment and evidence Lessee septa immediately acting Orideemed Term or Renewal Term, such Lease or said acceptance by executing and delivering to Lessor an then current O Leases shall ri deemed terminated at the end of the then Acceptance Certificate (Exhibit B). Lessor int coning the Lease current Original Tema or Renewal Term. Lessee agrees to with quiet use and enjoyment of the Equipm deliver notice to Lessor of such termination at least 30 days prior Tenn. of the to the end of the then current Original Term or Renewal Term, 12. Location, inspection. Once installed, no id m in the but failure to give such notice shall not extendLease is beyondfrom such Original Term or Renewal Term. if any Lease onEquipmentwill be which such item m is listed locatioLasso sent, in accordance with this Section, Lessee agrees to peaceably which consent shall not be unreasonabty withheld. Lessor shall deliver the Equipment to Lessor at the Iocation(s)to be specified by Lester. have the right at all reasonable times deurir mulrty of e ssee or the hours to enter into and upon the Equipment.a. Conditions to Lessor's Performance.This Agreement is not inspectingrate or a commitment by Lessor to enter into anyAgreement shell be construed to 13Lease not currently in Ue;mMaintenance. Lessen will not install, use, ops existence, and nothing in this Ag impose any obligation upon Lessor to enter into any proposed maintain the Equipment improperly,carelessly,in violation of any to that contemplated by applicable law or in a manner contrary Lease, it being understood that whether Lessor within Lessor's and l of the proposed Lease shall to a decision solely the related Lease. Lessee shall provide all permits and licenses, rate with Lessor in Lessor's review if any, necessary or the installation and opera discretion. Lessee will ase. understands that Lessor Equipment. In addition, Lessee agrees to comply in all respects of any proposed Leese. Lessee with all ppplicabte laws,regulations and rulings of any legislative, requires certain documentation and information necessary to executive, administrative or judicial body. Lessee agrees that it enter into any Leese and Lessee agrees to Provide Lessor with maintain, preserve and may request in will, at Lessee's own cost and expense, any documentation or information Lester s Lease. the Equipment in good repair and working order. Lessee conn with Lessor's review of arty proposed will enter into a maintenance contract for the Equipment that is documentation may include, without limitation, documentation the Equipment and its contemplated use and location acceptable to Lessor. concerning Pm the financial status and documentation or information concerning acceptance of the Equipment under a Lease by 14. 1ltlrr. Upon of Lessee and other matters related to Lessee. *Rental g, Rental Payments. Lessee shall promptly pay Lessee, title to the Equipment shat{ vest in Lessee subject to Pa ental as described in Exhibit A-i to each Lease, Lessor's rights under the Lease: Provided that title shaIn g exclusively from leagaily available funds, to Lessor on the dates thereafter immediately and without any action by Lessee vest o To the extent Lessor, and Lessee shall immediately any ter possession of and In such amounts as provided in each Lease. the Equipment to Lessor, � {a) arty termination of the permissible by law, Lessee shall pay Lessor a one-time late 22 charge equal to five (5%)of the amount of the Pad due due applicable ppli the occurrence OfLease other hann Event of DefaultTransfer of tilt to Rental Payment. Each month thereafter, until paid, past or (b) shall occur automaticallywent t Lessor`pursuant o this Section amounts remaining unpaid hereunder shall bear in or the the necessity of any bill of sale, certificate of title or oar te lesser of one and one-half Percent {1.5°la) per monthits consist of omitted by low. Rental P Instrument of conveyance, Lessee scall, nevertheless, to maximum rate per and deliver any such instruments a3 Lessor mayrequest principal and interest portions• Lessor and Less" understand evidence and intend that the obligation of Lessee do Pay Rental Payments re the payment of all of L 's under each Lease shall constitute a current expense of Lessee 15 Security interest, To obligations under each Lease, upon the execution of such and shall not in any way be construed to be a debt of Ls in contravention of any applicable constitutional or statutory exercise or threat of rson, firm or ft power of eminent Lease, Lassos grants to Lessor a security interest constituting a taken under the domain by any governmental body or by any Pe first and exclusive lien on the Equipment applicable to such corporation acting pursuant to governmental authority, Lessee all proceeds therefrom. Lessee agrees 10 execute will cause the Net proceeds to be applied to the and Lessor or Lease and on ctory to Lessor,which Mp* restoration, modification such additional documents, in form satisfe Ish and prompt replacement, to substantially the same Lessor deems necessary or appropriate to establish improvement of to Equipment causing such damage, maintain its security interest in the Equipment Lessee hereby condition as existed Prior to the event C* r to file all financing statements, affidavits' or condemnation, unless Less" shag have authorizes Lessor and substance destruction. " Equipment pursuant to similar Instruments* in form exercised ft option to purchase notices and to Lessor, which Lessor deems necessary Or Section 22. Any balance of the Net Proceeds remaining after satisfactory in and perfect a security interest be paid to Lessec For appropriate to establish, maintain and such work has been completed shall f Lessor and ge successors a of this Section ft term-Net Proceeds"shah mean(y) in to Equipment in favor to flig an financing purposes 0 by LeSS" for assigns. Lessee hereby authorizes Lessor me amount of insurance proceeds received statements that Lessor deems necessary or appropriate to replacing, repairing, rastorft,,modifying.or improving demaged maintain and perfect such security InteresL The ) the amount remaining from MO establish, in and will not be or destroyed EquipMOK Or (2 n award or sale under thr" Equipment is and will remain personal Property as proceeds of mW condemnatio a part of the real estate on which it gro aN expenses, Including deemed to be affixed to or of condemnation after, deducting may be skated. attorneys! fn, incurred in the collection thereof. If the Net and Utility proceeds are Insufficient io pay in fuN the cost of any 16. Lions, Taxes, other Governmental Charges replacamerd, repair, restoration, modification or improvement Charges. Lessee shall keep the Equipment free of all levies, referred to herein, Lessee shall either (a) complete such liens and encumbrances except those mated by each Lease' nt, repair, restoration, modificatlion or improvement contemplate that the Equipment replaceme costs thereof in excess of#0 amount of the Net The parties to this Agreement and pay any I or proprietary Purposes of Lessee proceeds, or (b) pursuant to Section 22 purchase Lassoes will be used for governments exempt from all property i any other Equipment listed in Equipment will therefore be a Equipment and lil and that the use, possession or acquisition of any Equipment Is interest in the of the Net Proceeds, if any, taxes. If the taxation, Lessee shall the same Lease. The amount determined to be subject:to charges remaining after completing such replacement,repair,restoration, nevertheless and governmental lawfully s Interest pay when due all taxes respect to such Equipment. modification or improvement or after purchasing Lessor's r levied against or with nt and such other Equipment shall be retained by assessed o and other charges incurred In the use in the Equipms make any Payments pursuant to this Lessee shall pay all utility shall pay such taxes Lessee. if Lessee shall reimbursement and maintenance of the Equipment Lessee section, Lessee shall not be entitled to any or charges as the same may become due. therefor from Lessor nor shall Lessee be entitled to any 17. Insurance. At its own expense, Lessee shall during each diminution of the amounts payable under Section 9. Lease Term maintain (a) casualty insurance insuring the r damage by fire and all other risks 20.DISCLAIMER OF WARRANTIES-LESSOR MAKES NO Equipment against loss 0 endorsement then WARRANTY OR REPRESENTATION, EITHER EXPRESS OR covered by the standard extended coverage uired by IMPLIED, AS To THE VALUE, DESIGN, CONDITION, in use In the State and any other risks reasonably req ble MERCHANTABILITY OR FITNESS FOR PARTICULAR Lessor, in an amount at least equal to the then applica SE OR FITNESS FOR USE OF THE EQUIPMENT, OR 'Purchase pdW of the Equipment as described In Exhibit A-1 of PURPOSE THERETO WHETHER insurance that protects Lessee from WARRANTY WITH RESPECT each Lease; (b) liability amount satisfactory to Lessor, EXPRESS OR IMPLIED, AND LESSEE ACCEPTS SUCH liability in all events in form and by the laws EQUIPMENT AS IS AND WITH ALL FAULTS. IN No EVENT and(c)workere compensation coverage as required consent, SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, , provided that, with Lessor's prior written SPECIAL OR CONSEQUENTIAL DAMAGE IN of the State in clauses(a) INDIRECT, Lessee may self-insure against the risks described WITH OR ARISING OUT OF ANY LEASE OR and (b). Lessee shall furnish to Lessor evidencq of such CONNECTIONCE, FURNISHING, FUNCTIONING OR insurance or self-insurance coverage throughout each Lease THE EXISTENCE, ANY ITEM, PRODUCT OR SERVICE Term. Lessee shag not materially modify or cancel such LESSEE'S USE OF LEASE• insurance or self-insurance coverage without first giving writtOn PROVIDED FOR IN ANY-- at least 10 days in advance of such 21. V*ndOes W&ff8ntkw Less" hereby irrevocably appoints notice thereof to Lessor described in Lessee as ft agent and attorney-in-fact during each Lease cancellation or modification. All such insurance d clauses (a) and (b) above shag contain a provision naming Term,so long as Lessee shag not be In default under the related Lesw as a lose payee and additional Insured. Lamm, to assert from time to time whatever claim arid rights 16. "I fag to keep the (including without limitation warranties)relating to the Equiprnent Advances. In the event Lessee Lessor may, but that Lessor may have against Verxior.The term-Vwxw mews Equipment In good repair and working ordter,, and repair the any supplier.or manufacturer of the Equiprnent as well as the shag be under no obligatiori to. m8l advanced agents or deaWs Of #0 manufacturer or supplier from whom Equipment and pay the cost thereof. AD amounts $0 or is purchasing such EqulpmenL Lessee's by Lessor Shall constitute additional rent for the dw current Lessor purchased of such warranty, indemnification or Original Term or Renewal Term and Lessee agrees to pay such sole remedy for" breach rkst Vendor of the Equipment, and by Lessor with Interest thereon from the representation shag be agal matter shag not have any amounts so advanced 1 at the rate of 12% per annum or the not against Lessor. Any such Lessor with respect to I advance date until Paid by law,whichever Is less. wbatsoever on the rights or obligations Of maximum rate perm` by Condemnation. if (a) the any Lease,including the right to receive full and timely payments Destruction and Con under a LeasO. Less" expressly acknowledges that Lessor 19. Darnagill, in whole or in no representations or warranties n thereof is destroyed, makes, and has made, to,or the Equipment or any portio or other casualty or(b)fitle shall be part,or is damaged by fire temporary use of, the Equipment or any part thereof In or pursuant to any { representation or warranty made by Lessee misleading or Lease shall prove to have been false,the ids when made;or{d} hatsoaver as to the existence or the availability of such p material respect arranties by vendor of the Equipment. breached in any under any bankruptcy, Lessee institutes any proceedings Z.Purchase Option. Lessee shall have the option to purchase reorganization or similar law or a receiver or similar essors interest in all of the Equipment listed in any Lease,upon insolvency, or any of its property. official is appointed wing written notice to Lessor at least tat}dray following terms' for L Event of Default urchase, at the following times and ups 26. Remedies on Default. Whenever any ed in each Lease, upon exists, Lessor shall have the right, at its sole option without any a)on the Rental Payment dates spm waympn# in full of the Rental Payments then due under such further demand or notice, to take one or any combination of the following remedial steps: (a) by written notice th Lessee, Lessor .base plus the then applicable Purchase Price as referenced in payable Lessee pursuant to :xhiblt A 1; or (b) in the event of substantial damage to ar may declare all Rental Payments pay under such iestruction or condemnation of sspecanhed`alinaLesse�e's notice to of such Lease and Other amounts payable by Lessee isted in a Lease, on the day i n mpnt in full Lease to the and of the then current engine( Term owith nRwithout _essor of its exercise of the purchase option upo pay Term to be Immediately due and payable; (b) :o Lesser of the Rental Payments then due under such Lease terminating the Lease Term under such Lease,Lessor may enter ase Price plus accrued interest the premises where the Equipment listed in such o ease,i s plus the then applicable Purch from the immediately preceding Rental Payment data to such located and retake possession of such Equipment 's expense,to promptly return any or all of such purchase date. Equipe at Lessee xpe to any Schedule Equipment to the possession of Lesser at such place within the 23. Initial Administrative Fee. With respect United States as Lessor shall specify, and sell or lease such annexed to this Agreement, upon Lessee's execution of the sublease such to Lessor an initial Administrative Equipment or, for the account of Lessee, Schedule, Lessee shall pay Equipment, continuing to hold Lessee liable L�ee pd ifference Fee in the amount set forth in the related Schedule, as between (1} Payments rsuant to consideration for Lessors sere ouch Schedule.connection with the such Lease a d poke Par t prelated to such Lease of the preparation,review and exec Equipment listed therein that are payable by Lessee to the end other amounts of the then current original Term or Renewal Term, as the case 24. Assignment. Lessor's right,titin and interest in and to each may then and (i1} the net proceeds of any such sale, leasing or Lease, including Rental Payments and any Lessee thereunder and all proceeds therefrom, may subleasing (after deducting all expenses of Lessor in exercising payable by its remedies under such Lease, including without limitation all be assigned and reassigned to one or more of obtaining the expenses of taking possession, storing, reconditioning and subassignees by Lessor wlthut the necessity such Equipment and all brokerage, consent of Lessee, provided that any such as shall not sailing or leasing subject. however, to the be effective until (a) Lessee has received written notice, signed auctioneer's and attorney's fees), by the assignor, of the Hama and address of the assignee, and provisions of Section 7 hereof. The exercise of any such (b) h is registered t the registration books. Lessee shall retain remedies in respect of any such Event of Default shall not relieve nonce to the Lessee of any other liabilities under an mayrtake whateveor r ws all such notices as a register of all assignees in compliance with Equipment listed therein; and {c} Sean 148(a)of the Coda, and shall make all payments Lessee may appear necessary or desirable to assignee or assignees designated in such register. action at law or in equity Y ppm In any may be enforce its rights under such Lease or as a secured party agrees to execute all documents that protect its interests and or all of the Equipment Any net proceeds from the exercise of requested by Lessor or any assignee top all costs and property assigned pursuant to this Section. Lessee.shall not any remedy under a Lease (after deducting fled as follows: have the right to and shall not assert against any assgnee any expenses referenced in the Section)shalresl to a single h# Lessee may have against (1) if such remedy is exercised solely claim, counterclaim or other rig Lease,Equipment#'rsted In such Lease or rights thereunder,then Lessor or vendor. Assignments may in urityinteresude t in ino and to the L amounts due pursuant to such a or and other amounts assignment of all of LaMar ease and all rights in, to and en or Ir if such remedy is Equipment listed in a pa hereby elated to such Lease or such Equipment { } Equipment listed exercised with respect to more than one Lease, under the Lease related it u#notice t Lessee,Lesseeuch Equipment. , dose in more n one Lease or rights under more than ane Lease, agrees that Lessor may, without rtx;ular Lease or Leases of, or assign this AgCeement or any pa or ether similar entity, then m amounts due pursuant to such Leasee era-rata• through a pool, trust, limited partnership, t or Exclusive.No remedy herein conferred upon or whereby one or more interests are created in this Agreement reserved to be exclusive and every such in a Lease or Leases,or in the Equipment listed in or the Rental r is intended Payments under a particular Lease or Leases. None of Lessee's remedy shah be cumulative and shall be in addition i every to and under any Lease or any portion other remedy given unclear a Lease now or hereafter existing at right,titre and interest listed in, be assigned, law or in equity. nt listed in each Lease may nod, of the Equipment a Leases for. any reason without subleased, or encumbered by 2fi. Notices. All notices or other communications under' any obtaining prior written consent of Lessor. Lease shall be sufficiently given and shall be deemed given events shall delivered or mailed by registered mail, postage prepaid,to 25. Events of Default. Any of the following listed below{or at such other a failure by the parties hereto at the addresses the constitute an "Event of Qefau#f' under a L�jent)raquirpd to address as either' party hereto shall designate in writing to Lessee to pay any Rental Payment or other payment or to any assignee at its address stied therein,{b}failure by other for notices to such party), be pall under a Lease at the time spec' covenant, condition or as it appears rs on the registration books maintained by Lessee. Lessee to observe and perform any permitted by agreement to on its part to be observed or performed,other than as * Rgia end Indemnification. To the extent pe referred to in subparagraph (a) above, for a period of 30 days State law, and subject to Section 7, Lessee shall indemnify, after written notice specifying such failure and requesting sththma It release, protect, hold harm , save and keep harmless Lessor be remedied is given to Lessee by Lessor, (c) any Lessor and Lessee. Each Lease may be simultaneously t 1labil , obligation, loss, claim, tau each of which shalt be an v m and against any and al by, thereof, and executed In several counterparts, and the same d damage whatsoever, regardless s Of cause without limitation- original and all of which shalt constitute in pensee in connection instrumenL The or headings in this Agreement penalties connected t thergn�vith each Lease are for convenience only and in no way define.limp omey`s fees and expenses. Pe out of or as result of (a} of ,posed on interest received) arising or describe the scope or Intent of any provisions or �t ose into any Lease, (b) the ownership of any nein of this Agreement or any Lease.This Agreement and each Lease �uipnzent, (c} the ordering, a�cquisi*M, use, operation, shag be governed by and construed in accordance with the laws indition, purchase, delivery, rejection. gage or return of any of the State. Im of Equipment, (d) any acct connection "'ith the )enation, use, condition, posses ion. storage or return of any 31.Jury Trial Waiver• THE PARTIES TO THIS AGREEMENT 3m of Equipment resulting in damage tto property or injury to or HEREBY UNCONDITIONALLY WAIVE, ill A KNOWING AND sad do any person, and/or (e) the breach of any covenant or INTENTIONAL MANNER ,THEiR RESPECTIVE RIGHTS TO A sa material representation contained in a Lease. The JURY TRIAL OF ANY CLAIM OR DIRECTLY USE OF ACTION R INDIRECTLY,ED rdernntfication arising under this Section shah continue in full UPON OR ARISING OUT OF, rice and effect notwithstanding the ft payer THIS AGREEMENT, EEN THEMOF THE ELATED RELATING TO THE bttgatbns under all Leases or the termination of the Lease ANY DEALINGS BETW berm under aN Leases for any reason. Notwithstanding the SUBJECT MATTER OF THiS AGREEMENT, AND/OR THE Diego{ng contained in Section 29. Release and indemnification, RELATIONSHIP THAT IS BEiNG ESTABLISHED BETWEEN he release and indemnification provided herein,by Lessee,shall THEM. The scope of this waiver iiss�intended to be all- be filed In any ►ot apply to any {{ability, obligation, loss, claim, tax or damage contract encompassing of any and all disputes claims, tort claims, or resulting from the gross negligence or willful court (including , without limitation, ;aused by to ees or representatives. breach of duty claims, and all other common taw and statutory -misconduct of Lessor or its amp y THIS WAIVER IS IRREVOCABLE, MEANING THAT IT ll inure to the claims). 30. Miscellaneous Provisions. n Lessor ach Lease and Cassese and their MAY NOT BE MODIFIED EITHERPLY TO LANG SUBSEQUENT � benefit of and shall be binding upon References herein to AND THE WAIVER SHALL SUPPLEMENTS OR respective successors and assigns. AMENDMENTS, RENEWALS, "Lessor" shall be deemed to include each of its assignees and MODIFICATIONS TO THIS AGREEMENT, ANY RELATED subsequent assignees from Sa $ate of eventea Y DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR assignment as permitted y In AGREEMENTS RELATING TO THiS TRANSACTION OR provision of any Lease shall be heli invalid or unenforceable by RELATED TRANSACTION. In the event of litigation, this any court of competent jurisdiction, such holding shall not rent may be filed as a written consent to a trial by the invalidate or render unenforceable any other written consent thereof- court. Each Lease may be amended by mutual IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. (LESSEE) (LESSOR) city of Redlands California First National Bank 35 Cajon Street 373 1$2t)1 Von Kerman Avenue,Suite 424 Redia ti#om Irvine,CA 92612 By; By. Na JQn ' a rison Name; Ti Ma ar ride: AItostea By; Name: L rrie Pu x Tide �x r�� EXHIBIT A HEDULE OF PROPERTY NO. AGE ONE OF ONE �„- 2009, {ASTER EQUIPMENT LEASEIP URCHASE AGREEMENT NO. BI- R l entered Into rL oessee used and not Qreemenf),between California First me t National Bank ed toLthem in the Agreement. terwise defined herein have Me ie following items of Equipment are hereby included under this Schedule to the Agreement DESCRIPTION OF EQUIPMENTnal Notsl, ianris Ford C3114 9$7.6$1: lg} New 2010 Ford Crown Victoria Police Interceptor Vehicles otal Cost=$114,997.6$ EQUIPMENT SHALL BE MORE FULLY ON EXHiBR"Ji 2'TO RELATED DOCUMENTS AT A LATE HE ABOVE-REFERENCED TATE. 92374} lendor{s}:Redlands Ford(Address: 1121 W.Colton Avenue,Redlands,CA, Initial Administrathre Fee. N/A Agreement are hue and than correct warranties and covenants set ts oU of the Agement(ot#W Lessee hereby represents,warrants and covenants that its under this Schedule.The terms and{ into this schedule by though made a the Ce solei Commencement Date of Rental payments extent that they relate safely to other Schedules or Equipment listed on other Schedules)are hereby incorporated reference and made a part hereof• Issued to be issued by Lessee and all les the Sr d�le as a"qualified tax-exempt obligation*thanualified 501(c�?r�)3}ue to exceed 530; Lessee and Lessee hereby des�gna to activity bandsother arncxjn#of ail tax-exempt obligations{excluding pmt in which the Schedule- executed is n�reasonably a nil of nationally subcxdlna#e entitles thereof during the calendar Y ll not be adversely attected e in which this Schedule�executed witl�►out #obtaining taming an opi ail sutxxdinate e ntiti�thereof viii not issue in excess of 530,000,0 of tax-exempt erbii�tux+s{including the gcheduHa but excluding p+� activity fronds other than qualified 501{c}{3)bonds)during the cele ar yea recognized counsel acceptable to Lessor that the designation of the Schedule as a qualified tax-exempt Dated: Lessor:California First National Bank Lessee: Fn BY Name: Name: on Title: Title: Ma or Date: Date: r 1 EXHIBIT A-1 RENTAL PAYMENT SCHEDULE PAGE ONE OF ONE $e/Purchase Agreement 8009, to Master Equipment Lea and Clt� Re: Schedule of Property �• 01. datedv � California First National Bank as Lessor, 2009, betw No. BL , Dated as of N v R la as Lasses. Amount Amount Rental Rental Applied to Purchase Payment Applied t° pnnci al Price Payment Payment Amount Interest No. Due Date $1 2i 8.52 $76,970.53 40,754.90 $1,218.52 $39,478.43 i 01/01/2010 $ 754.90 $3,997.94 $3,997.94 $1.00 2 01/01/ 1/01/2011 �' 2 0 0.5 2 0 0. 01/01/2012 4 7 4�Q 3 ��� Total COMMENCEMENT DATE: November 3 2�9------- Lessee: By: Title: Ma Date: N v 2 10 ACC PLEASE COMPLETE EITHER FINAL OR PARTIAL ACCEPTANCE.AS RELEVANT .. .��ror�u+CE GERTLFICA'Lg. Leatelpurctlate Noas . R' 1 dated Sofie�of property No.91 dated Novetker 3 .2009,>n Master E y«,,,a,�rlds nslp ��q�ny ganfc,as Lessor.and -- _�+Y� ,may��s 1109 1 ..2009.between . the Undersigned Leetee hereby Of ,�,yyT,.Y.aa..�— �et}Ient NO. RI(_11191.__(Idle �'�fi�'.'o'^„ Master b,amid agrees EWith Lessor ash k d Property No,91.(00 NSd1e s7 M the Agreement)fisted!n tl1e above � AN d the Equipment(�such term is det�ed �appropriate and has been installed such inspection arodkw °I In the Wodule m it deems mm"B Y ' Ldo AW90ffWWL her�eby a�noven ly m the InlsuranceE� 1 A'PUMTy,of Event of Default(as dOW in the Lessee fa currently that oondtitut .or with notice or lapse No event or condition AgmW ent)e3ddta at the date henad. LESSEE:CITY OF REDL.AN" Title; Ma or Accepbme Date: v...,o er 3, 2009 >OR<- n ne t and PAR'Si ACCEPTAh10E reR�F1CATE oe� Sn r nE L d a the person or endy ted below as payee,the earn set torldl below M Payee nettled hereto Calfemia First National Bank.is hereby bed below,to amount shown below is cue and payable under for he invoice The equ t�� porton a as IthDCost ost odf the acqLftltion�quisition of file pnnent and has ( A) b#0 ny prior tq OriWA Leampurchase Agreement No. ,t tD the below is part or a1 of the"EqulpmenY Nsted h Schedule d�Openty g 01_19'i_referenced ab0VGdial Number A� QWM Payse: City of Redlands Payee's Federal 10 Number: 95-60©0766 — above has been delivered.�smled� with Lessor as blows:(1)the���as�deems � Lessee hereby rx V48 and mmmft to and agrees such inspection sndlor testing d said idle Sactlon 1T Wcepted on file date honed:(ti)��for all purposed: (IN)Leases is aurentlY rt 0=j0wW an Event of D (ss�WM Is r�ntW It o smart arm tot •or with notice or ispee d*m or b�1►woad Of---d in the Agreement)e)dsts at the date bored. r 3 2009 LESSEE: CITY OF REDL.ANN Dated: No ` ma rAr PLEASE RETURN PAYMENT REQUEST T0: CALIFORW FIRST NATIONAL BANK 18201 Van Kaman.Suite 420 Irvine.CA 9"12 EXHIBIT D ACCEPTANCE OF RENTALPAYMENT OBLIGATION } 1 dated November 3 2009,to Master EquipmNent Le Bank as LLe s: Schedule of Property No,Q, Cal'tfomia First SSOr.and No.—k=121—dated o 21Lmber42009,betwe� City of Redia-�, as Lessee.accordance with the Master Equipment Lease/Purchase Agreement No. sa►fl1 (the' reem � 191 /g '�),the undersigned hereby cknowledges and represents that Equipment(as suer term is defined in the Agreement)listed in the above-referenced Schedule of Property(the ill or a portion of thelaced in service as of the data hereof; Schedule")has not been delivered,installed,or available for use and has no t thprovide financing(to the extent _essee acicnowtedges that Lessor has agreed to sat aside funds( an listed inntthe Scunt hedule(the"Financed Amount'); requested by Lessee and agreed to by Lessor)for the Equipm Payment Schedule attached to the The Financed Amount is set forth as the`Principal Component"of Rental Payments in the Rental Schedule as Exhibit A-1 rExhibit A 1`};and of the Financed Lessee agrees to execute a Payment Request Form,attached d to the Agreement as Exhibit B,authorizing payment Amount,or a portion thereof,for each disbursement has not been delivered to,or accepted by,Lessee on the date hereof, NOTWITHSTANDING that all or a portion of the Equipment Lessee warrants that: the set forth in Exhibit A 1 thereafter,subject to the terms and conditions Commencement Date of the Schedule and on each. a of the Lessee's obligation to commence Rental Payments as set forth in Exhibit A-, is absolute and unconditional as of {a}Less Agreement, Lessor of Lessee's final acceptance of the n delivery and acceptance of all the Equipment,Lessee viii notify Agreement, {b}immediately upon Certificate"in the form set forth as Exhibit B to the Ag Equipment by delivering to Lessor a"Final Acceptancedation under the Agreement occurs, us amount remains from the funds set aside or an event of servicing procedures,which includes, {c)!n the event that any ing s lied or distributed in accordance with Lasso any amount then remaining shall be app but is not limited to,application of the remaining amount to the next Rental Payment and other amounts dueail Rental Payments delivers a Final Acceptance Certificate,Lessee shall be obligated to pay (d)Regardless of whether Lesseas e they time due as set forth in Exhibit A-1. (including principal and into AGREED TO on vember 3 2(109 Lessee:CITY OF RE DS , BY: / Name: Title: s w s ESSENTIAL USEISOURCE OF FUNDS CERTIFICATE ity of Redlands(Lessee) 5 Cajon Street edlands,California 92373 reemenf'), g 11 1 dated NO�t.�— �2009(the"� Re:Master Equipment LeBgejPurCktase Agreement No._ the`Lease) and Schedule of Property No.01_dated vember 3.2009{Collectively, above is essential to the functions of L has an immediate need for,and expects to make immediate 'his certificate confirms and affirms that the Equipment described in the Lease refers he Lessee or to the services Lessee provides its citizens.Further, a to diminish in the foreseeable future, nctione Ise of,substantially ail such Equipment,which need is Of temporary one or more of Lessee's governmental or proprietary Equipment will be used by Lessee only for the purpose performing 7onsistent with the permissible scope of its authority. 1.is the Equipment new,upgrade,additional or replacement? one re lacement vehicle four additional 2,if replacement,how old is the existing equipment? 1995 Crown Victoria artmen#that may be its primary user. 3.please fully explain the use of the Equipment including any specific dep V The v a 'ai b d a lice D a r what hardware will the software run and is the existing hardware owned or 4.if the Equipment is Computer hardware or software,on being leased? N A 5.From which fund will lease payments be made? General Fund nts? 6.Will any loan or grant monies be used to make lease payme menta or rent due after the current budgetary period, Lessee expects and . pates a ate fundstobe available for all future payments Signature: Y Name: 3YIn arrison Title: Phone: 909 7`3$-7533 Please return this cern;trate with complete capias of your two mvst recent audited financial statements se that we may begin our credit review process. Thank you. G `W Now INSURANCE COVERAGE REQ UIREMENTS ESSOR: CALIFORNIA FIRST NATIONAL BANK ESSEE: CIN OF REDLANDS t No.X01191 (�'Agmernent'). Equipment Lease/pu��Ag . with Section 17 of the Masterwe have wed the insurance age named below: I Schedule onlertf PTOPy dated iov�er 3 2009, spa fill in name, address and telephone number)• y3-73 S /tr6E"phone. � ��� Fax ly 9� R3 A�G1xi}-N ai"92.3 73 To Issus: evidernced by a Certificate of insurance and Long Form Loss a. AN Risk Physical Damage insurance on the leased equipment �,as loss payee. Payable Chaise nam CaAfomla First National Bank ardor its assig Coverage Required:Full Replacement Value by Fid National Bank and/or its assign g as b. Public UsbilitY Insurance evidenced by a Certificate of Insurance naming Additional Insured- Rdamage liability Minimum Coverage Required* bodily injury liability;$500,000.00 property person;$1,000,000.00 aggregatepublic liability and"provide �1,�0,000.00 per Pe damage,and OR n 17 of the Agreement,we are self-insured for an risk, physical authoring this form of insurance. 2. Pursuant to Sectio together with a copy proof of such self-insurance in letter form loge is delivered to us. 3. Proof of insurance coverage will be proms Prior to the time the Equipment LEASE pAYMENT INSTRUCTIONS m 91191 _dated November '2009(the`Agt*)' Agreement NO.- ank(the'Lessor'�and Pursuant to the Master Equipment Lea9vembhase 2009,between Ca lifomia First NaNamak promptly when dam,in Schedule of Property No.QL dated N hereby acknowledges the obligations to make Rental Payments &Zftaft,as Lessee with Exhibit�l to the Agreement- TAX Ip#; 95-6000766 LESSEE NAME: Cit of Redlands INVOICE MAILING+ADDRESS. I P.O. Box 3005 Redlands CA 92373 7530 ax 9991 335-4735 Phone 90 798- �0---) Man invoice to the attention of; inance Fax ,90 335-4735 Phone 909 798-7543 �--� Approval of ittvoloe5 requireday Tina Rundi 4775 Fax� Phone � 335-4735 gp9 335- Accounts Payable Corrtat Tom Steele Checks: ¢nd s: �; SAM B processing time for Invo NRT 30 _ oPO# Number that You would included on pre �time for new purchase orders: Do you haus a Purchase Order X Do your Purchase order numbers change annually?? Yes_,_. — LESSEE: CITY RED S Tide: a or Data'. November 3 2009 MUNI CERTI CATS ity of Redlands (Lessee) 5 Cajon Street edlands, California 92373 Lease/Purchase Agreement No. ";01191 dated 2009 (the 2009 collectively,the Lease") te: Master EquipmentNo.-9.1—dated N°�7e7�'er 3 { "Agreement"), Schedule of PropertyClerk or Secretary)of I,the undersigned, the duly appointed,qualified ed and acting 9 ,,.,�mbek 12009 as follows: he City of Redlands (Lessee)do hereby certify this �_day of� of the Lessee held f`reaular (regular or special)meeting of the governing body ;1) Lessee did, ata ! 2009,by motion duly made,seconded and carried, in accordance with all requirements of aboveNo.01 (the"Schedule"}to law, approve and authorize and delivery of n the na representative of the Lessee.gg P Y the Agreement on its behalf by the g Jon Harrison Ma or Printed Name Title Signature (2) The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. roved to be executed was duly of the members thereof or by other (3) The meeting of the governing convened and atte ded throughout oughout by the requisite majority approved called, regularly co approving the Schedule and authorizing the execution thereof has appropriate official appovai and that the action app g not been altered or rescinded. 4 No event or condition that constitutes,or with the givinrgea�notice xts a the date hereof.or both would constitute,an { } Event of Default{as such term is defined in the Agree ro risufficient funds for the (5) Ail insurance required in accordance with the f wtfuliy budgeted adreemenis currently �app by thee Lessee. (6) Lessee has, in accordance with the ents scheduled to come due during the initial Term and to meet its current budget year to make the Rental Raym {as such terms are defined in the Lease}and such funds have not n other obligations for the initial Temp expended for other purposes. to ` ,lune (7) The fiscal year of Lessee is from��— of the Lessee the day and IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body year first above written. Sig lure re Po ger f Printed or typewritten name 3 day of" November ,2009. Subscribed to and sworn before me thi- __._.._ e My commission expires ALL-PURPOSE ACKNOWLEDGMENT RNIAN STATE OF CALIF COUNTY OF SAN B OARDINO ) SS ) CITY OF REDLANDS 4, Article 3, Section 1181, of the California Civil 09dbefand e By the authority granted under Chapter 2,Division 3, Section 44814, of the California Government ty Clerk of thebcity of Redlands, Chapter me, Lisa Caldera, Deputy City Clerk, on behalf of Lome y Clerk who proved to me on. Personally appeared Jon Harrison,Mayor and Lorrie Poyzer, City California,Pers whose name(s) i4are subscribed to the within the basis of satisfactory evidence to be the person(s) acknowledged to me that he�she�they executed the same in hh, their authorized instrument and a or the entity upon ca acity(ies) and that by hisAtheir signatures) on the instrument the person(s), p behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. VtiTI'I'NESS my hand and official seal. LORRIE POYZER, CITY CLERK ' ORA sa Caldera,Deputy City Clerk '� '• . .....•'• ,�`�"��~ ' � 4 (909)798-7531 CAPACITY CLAIMED BY SIGNERS) { } Individual(s) signing for oneselflthemselves { { Corporate Officer(s) Title(s) Company { } Partner(s) Partnership { { Attorney-In-Fact Principal(s) { } Trustee(s) Trust { x} Other Title(s): Mayor and City Clerk p ration 1 Entity Represented: City of Redlands,a municipal corporation TIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: ate THIS CER Equipment Lease1purchase Agreeme Title or Type of Document; Master Date of Document:November 3,2009 Signers) Other Than Named.Above: California First National.Bank N r INCUMBENCY CERTIFICATE 1 dated November 3 2009 (� LeWMPurch8s6 Agreement No. _BLS.... and California First Natal Bank CL6880e) tE: M �,).b t� between q j of Red�ds C -essee'� Y /�p��7��y" �yN{ o �Cit Clerk ��y I, �_ r._:Q wV..w a♦ _ .do hereby w".'J t I Ot, Y o and a) beloW Is/Ow �O Title)of C___�•'�QAdt ds ("Lessee'). The persons)Whose nwne� ) Of the Les" (s) Lessee and hold on the date of this ��nes��o is authorized to Documents(��after defined)the position(s)set opposes hWW and Lessor,as WON as�other documents� instruments execute and deliver the Agreement between Lessee be referred to go-Leese Doamwtg*)In thy' agreements,documents,and instruments shah cdlec�ely PRINTED NAME TITLE SIGNATURE c Jon Harrison Ma oCity MADAUXr N Enrique &A-E nQZ Tina T Rundig F�Hance D;rgCtO" — IN WITNESS WHEREOF, I set my hand and the seat of Lessee the f► I day oVe November .2009. Signature: Printed Name ffT"HE S CERTIFICATE MUST BE EXECUTED BY AN AUTHO�UMIENTS IS AUTHO NDMDUAL CONFIRMING O DO T EXECUTIONER OF THE AGREE' fN'T AND LEAS �t BEHALF OF LESSEE• THIS CERTIFICATEDOCUMENTS.CANNOT BE SIGNED BY THE PERSON SIGNING THE AGREEMENT'AND�E i Q 38_G Information Return for Tax-Exempt Governmental Obligations ow W.154"m Forth 80 ► Under wwnel Rom w code auction 14%01 (Rev November 2004) 0, see separate mon•• 8038-(3C o.oaru"W t d a»Trw.urr CautlOtt~Nthe issue prkx Is under$100,000,use Form Returrb check here ► a,anyi so• tf Arrtertded number Re A 2 lacer's«�iairsr idsn'tMoatl°" 1 tasuer's name City of Redlands Roorrdsuite 4 Report rxuntw g Number and street(or P.O.box ff mall is not deilvered to street address) 3 WS 35 Cajon Street 6 �°of 01 10120109 5 City,town,or post cfllce,state,and ZIP code s CUSIP nurnber Redlands,CA 92373 7 Name of Issue No.01 died 10/20109 to Master Equip.l ease/Purchase A9mt No.81.011911Sch.of Property „� the IRS may call for more i omu tbn 10 Te 0WW euarbu d 0W a W0 reproee"WW 9 Harris title of officer or WOeve gog 798.7510 N.Enrique Martinez–City Manager See instructions and attach schedule of Issue check a licsbie box es and enter the issue 11 . . . . . . 12 11 ❑ Education , . . . . . . . . . 13 12 ❑ Health and hospital . . . . . . ' ' ' . . . . . . . . . . . . . . . . 14 13 ❑ Transportation . . . . . . . . ' ' . . . . . . . . . . . . . ' ' 15 14 ® Public safety. . . . . . . . . . . . . . . . . . . . • ' 1f3 15 ❑ Environment (Including sewage bonds) . . . . . . . . . . . , • is ❑ Housing . . . . . . . . . . • • • . . . . . . . . 17 18 114,998 17 ❑ Utilities *e*2010 Policy Interceptors 18 0 Other. Describe► are BANs, check box ; Q 1g If obligations are TANs or RANs,check box► ❑ ff obligations 20 if obli ions are in the form of a lease or installment sale, check box Descr on of Obl' coons. Com late for the entire irk whichi wfis bel filed• (0)void Ma<,e price �) price rtaduriti avenge rt dLrlty tel F ^ • A 1.74 ears 5.298 % 21 7/10/2011 $ 114,998 S 2 of Bond Isst� nciudin underwriters' diacou Uses of Proceeds . . . . . . . 3 cr — 22 proceeds used for accrued interest . . . . . . . . , . . . . _ 23 issue price of entire issue(enter amount from line 21,column(b)d � •� 24 Proceeds used for bond IssrranC0 costs(a aKling underw�ite!'s • 25 25 proceeds used for credit enhancement • 28 28 p allocated to Mmwsbly r'equit'ed reserve or replacement fund 27 27 process used to currently refund prior issues 28 28 proceeds used to advance refund prior issues • . . . _ . . 29 . . . . . . . . 29 Totai (add lines 24 through 28)• . 30 Nonreftrndi eeds of the issue subtract ane 29 from line 23 and enter amount here . pescri of Refunded fonds Com a this anon for mf years * maturity of the bonds to be cxurenth+refunded • ► ears 31 Enter the remain�►g average . ► ---�- 32 Enter the remaining weighted average maturlry of the bonds to be advanoe•reftxtded . ► 3S Enter the Iasi date on which the refunded bonds w� be called . 34 Enter the dat the refunded bonds were issued ► 35 368 35 Enter the amount of the state volume cap eyed to the issue under (so fix 380 Enter the amowit of gross P d or to be d in a guaMtW b Enter the maturity date of the guaranteed Investment cAntrect ► unify 37a 37 Pooled� a Proceeds of this bsrre that are to be used to make loses to other box lo. ❑ and enter the name of the of another tax-exempt issue, check b H this issue is a ban made from the proceeds and the date of the issue ► 0'. 0 Ism ► matey issue under section 265Eb3}�}(i}(ih1(smag Iasi exception),check box . • 10- 0 3399 if�issuer'has to�a penalty box of arbitrage rebate,check box . • . . . ► check . . . . echedrraa and dabemanb and to tt,e bed d aw wiorvlsd0• 40 If the i Identified �of Ya i daca11 that i hve examned V*Wtum and Tn LkrKW they are M^conedSigN.Enrique Martinez,City Manager rd DdeType ar print rune and tkie Signox,aof 15815"W's"authorized represarxettve C&L No.837738 Form WJ0-4J (Fiev.11-2000) For Paperwork Reduction Act Notice,see page 2 of the InstrUctians. California First National Bank 18201 Von Karman Avenue, Ste. 420 Irvine, CA 92612 -5321 DATE: October 149 2009 Tel.: 800-317-8687 Fax: 949-255 DUE: January 1. 201 To: Re: Master Equipment Lease/Purchase Agreement City of Redlands 35 Cajon St. No. BL01991/Sch. 01 Redlands, CA 92373 Attn: Nikki Honore DESCRIPTION UNIT PRICE AMOUNT QUANTITY First annual payment due January 1, $40, 754-90 2010 SUBTOTAL Sales Tax -- TOTAL DUE $40-754.90 Make all checks payable to: California First National Bank THANK YOU FOR YOUR BUSINESSI Daniel J.McHugh Office of the City Attorney City Attorney Michael Reiter city of Redlands Assistant city Attorney November 3,2009 California First National Bank 18201 Von Karman,Suite 420 Irvine,CA 92612 City of Redlands P.O.Box 3005 Redlands,CA 92373 ui ment Lease/purchase Agreement No. BL01191 between California i National B Re: Master l Bank, as Lessor, and City of Redlands, as Lessee; and Schedule of property O1 Ladies and Gentlemen: Attorney for the City of Redlands, California ("Lessee"), and in that I am the City Y Equipment capacity have acted as counsel to Lessee to as of October 20, 2009 (the Leas Agreement No. BLOl191, dated Lease/Purchase gre and California First National Bank, as AgTeement")v between the City of Redlands, as Lessee, No. O1 (the "Equipment Schedule") Lessor, and the execution of the Schedule of Property t to the Master Agreement. I have examined the law and such certified proceedings and pursuan other papers as I have deemed necessary to render this opinion- provided in es All capitalized terms not otherwise defined herein to moons the f�nm t°` my the Master Agreement and Equipment Schedule. in the Master Agreement and opinion, I have relied upon the representations of Lessee Equipment Schedule and in the certified proceedings and other certifications of public officials furnished to me,without undertaking to verify the same by independent investigation- Base upon the foregoing, I am of the opinion that,under existing law: 1. Lessee is a public body corporate and politic, duly organized and existing under the amount ° laws of the State, and has a substantial Power of r more of the er eminent domain, and sovereign powers: (a) the power to tax, (b) thePo the police power. P.O.Box 3005 - Redlands, CA 92373 - (909)798-7595 - FAX (909)798-7503 1Aca\djMVArS\2009 LtrslCrown Vics-Limes Counsel's oph ion•doc Crown Victoria's Equipment Lease- Lessee Counsel Opinion November 3, 2009 Page 2 2.) Lessee has all requisite power and performance to enter into the Master Agreement and Equipment Schedule and to perform its obligations thereunder. 3.) The execution, delivery and performance of the Master Agreement and Equipment Schedule by Lessee have been duly authorized by all necessary action on the part of Lessee. 4.) All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and Equipment Schedule, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5.) Lessee has acquired or has arranged for the acquisition of the Property subject to the Equipment Schedule, and has entered into the Master Agreement and Equipment Schedule, in compliance with all applicable public-bidding laws. 6.) Lessee has obtained all consents and approvals of other governmental authorities or agencies that may be required for the execution, delivery and performance by Lessee of the Master Agreement and Equipment Schedule. 7.) The Master Agreement and Equipment Schedule have been duly executed and delivered by Lessee and constitute a legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principals of general application, or of application to municipalities or political subdivisions such as Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8.) As of the date hereof, based on such inquiry and investigation as I have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or Equipment Schedule; (b) questioning the authority of Lessee to execute the Master Agreement or Equipment Schedule, or the validity of the Master Agreement or the Equipment, Schedule, or the payment of principal of or interest on, the Equipment Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, or authorizing the execution of the Master Agreement and the Equipment Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and Equipment Schedule. 9.) Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Crown Victoria's Equipment Lease- Lessee Counsel Opinion November 3, 2009 Page 3 This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Equipment Schedule. Sincerely, DANIEL J. McHUGH CITY ATTORNEY