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HomeMy WebLinkAboutContracts & Agreements_41-1994_CCv0001.pdf Agromaerst No. IOW MASIU MUNKWAL LEASE AND OPTM AGREEMENT Municipal Services Group, Inc. 5125 South ICptsng Parkway Suite 300 Uttleton,C kl ado $0127 City of Redlands P. 0.Box 3€05 Redlands, Califstrrtia 42373 This Master Maroclitud Inane and Opmas Agreement(t " n,—)entered into between Municipal Group,Irst,( my awVnft thereof ely referred to hercet as the City of Fediandt(ieaaer n a Municipality duty organized and causing under the lava of the State of CAliforrue '), IIfITKt9SITIt- WHEREAS,the Lassee desbas to finaaft the E"pasent pursmarn to the term of do Agrament;and WHEREAS lzasor deom to least certain Equipment(referred to collectively as the'Equipmere or*Unk(s)of Equipment)to Losses,and Lessee desines to least the Equipment from' , subyert to the term and conditions,of and for the Purposes set forth in thb Master base Aga „and VOIEREAS,the Lessor,sunukanematly with the execution and delivery of do Agreement,may enter=In an escrow a (cam'Essmow Agreemenn with an escrow agent,wherebv thee I,esor,or ex Assignee,If say,shall deposh usmties sufficient to acquire the Equipment is be leased hereunder,and WHEREAS,Lesson,is authorized under the Ckinstitudor and latus of the Sure to enter into thy,A.�__. t for the purposes set forth harem; NOW,THERE IRE,for and m of the premises hereinafter commined,the parties hereby agree as follows: I COVEALANTS OF LESSEE Leasee represents,coversarAx and warrants,for the benefit of Ieswir and as assignees,as follows: (a) Lessee is a public body,corporate and Polak,duly organized and emseng under the Consututtin and laws of the (b', lassee M do or to be done all things necessary to preserve and keep In full force and effec,its existence se a body eapotatc and po2ak. (c) Lance is the Constitution and laws of the State to enter into this Agreement,all Individual payment Schadules las defined below)and the transaction contemp, sed hereby,and to perform all of its;abligations hasomealm. iL fkr'rt � o E+se ..rd fid) has ben dttl} to and deliver the and of the Individual Pa made:the and of the governing body,attached hereto as Exhibir A,and by other appropriatt official approval,and further represents and warrants that all requiremem haw been met,and procedures occurred in order to'insure the °of tbu Agreement,and Lesseer has oomphed withsuch public bidding req . nts as may be applicalik to this Agreement and the acquistror,by Lesset of the Equipment hereunder Lause A"cause to be executed an opimort of its counsel substantusby so the farm attached hereto as Exhibit B. (a) During the tar of tbk Agrwmm the Equipmeto will be used by Lessee only for the purpose of performing one or assore governmental or . ry functiont of Lessee the of Irasee's authorvy and will not be wed in a trade or business of any person or entry other that the Lessec- (f) flack Issue of specific Equipasers or lfnft(s)of Equipment hereunder shop be evidenced by an Individuall Payment Scheduk executed by Lessor and lAssee describing spedfic personal stroperty. Forth Proosiam relstuat to the rM the Ism of r of Equipment upon the expundon of the Ww term and other details with respect tau h Tt for II , cr tipapmem s?hell bonoroE effective on the Accrued Dow,as defined beloe,,and the huftvidnt Schedule for the shat or tt (s)of h date as thr e s .°e dat, low(the`At erual Date'), TW&original teas(the*or*na}I erm*)of cook ludavittual Payment Schedule such eouunemee on tm Awl Sate as indicated flaerm and shall terminate the last day of ixssee`s year. TIE tam of the lase will be automatically renewed at the end of the Original'Ter=or any renewal teren( al Tam)for an additzesal one t s# the , mg body,of , to for the g of ,pemnoem for me, g al Terse as to 4 of Agreement and condmw Y . dur g any Strewed Tec rn shall be the!sem as the term mid condmons owing the Original Term except the the rental`pa be at provided to t=:the appirurk ludividuall Psymsest Scheduk- W During the period this Vvement n as form Lesset will annually provide,if requested by of appeophawn for the fiscall yew and such other financial inlaraugion relstmjI to the `..of lassee to continue,this Agreement se may be masamab#,requested by Umax or k; Assigner- (h) Each Unk of Equipawast acquired under thisAgreement will have a usemause so the hands of the than is substantially in eta of the Original Tem and all Renewal T to it (i.) AR Equipment sudsjw is use Agreement h,and during the pensod. this is m form shell'remain personal property. U) to all o, or to be b as evidenced krr pe property by the exacution of Individual paytoent Schedulft frtxn;toor to . as may be required to to=Lessor*equipasser,saedh 2 Dowifflow followingThe tam will hams *Aorrual Dee it the date when the hoon of the Individual Payment schedule begun mid lousees obligation to pay.rare Unk of Equipoicar slig become effertrvc, or be the it b(sl E henno s)° - the of acquorinji,mclud-1 airy delivery clstriley-it rg the litimprism,for the use. *Adjusiod Base no~pates rusam,the Haw Interco Rate as b4huted and as described to the Individua;Payntent Schedules, Interco Race=saw the`interest rate quoted to!sooft an the meeptior of the Agreement ar set forth m the respecroet ledividind Payment Schedules scisoned be-vto- *C&rtifictut of Acceptance' Certificate of Aceeptanct as Exhibit -`F to the a U ", Y PP nibs)of Equipment ac es6ges riseems of the appbcahk Dusk of Equipmem in good condition. Copyright 1990 Municipal. Groups Inc 1 taI PAytheat 111606111MOr nz Our Accrual Dan of the law and Ismism,thensif(WM&We seemed a separsor a part of the Agronomist bank 0000 So ludnekIII&I Payment SCIMMIGIO(It) of at h a IYAWej A, t(s)li, i) C b(s)C}, fits)t mad MAWS)F.ladinfift out original invoicit and W other documents needed to period a securty contrast in the Equipment by the Lassm, law TOW memix eolketively the Origical Term and#9 Renewal Term pnivided for in the Agreement *Pwthw Price'means the amosint which Lower may,in Its ifiscretion,pay to Learn is onler to purchase the Equipment,in sat forth is s)8 hamvi es a an forth in aay applicalue lorIlvidual Payment Sdashtk� e mean the anstal payments payable by Lease,for aselt Unit ofm to of . aW easy us)P le durin the Least Tees, in of ' of to the Equipment, T be payable by lasome to the IAUW or its amigner,in the Amounts and at the turns duringthe Lease Torm,a an be&in the Insfividnall Parrient 5c a Pert of this Agreement, ?mmuss(l}the of the Equipment in well at the Wine or aftlers of the manufacturer from whom Lamor purchmad at is Purchasing the Fifuipment or Ch`) ,if so destimeted at herd 3 Section 3.fll. Deposit of Monies. It flit evrea an Extrovi,Agreement Js entered mto purimant to this Agreement,lensur aball,cause to be depogeed an the Acquireett Food created under trusts heron,Agreement and held by suffinern to acquire the Equipment no be Jeased hereauslar, Upor the expiradon of dam years from the Accrual Date,unlese notified earfie,by in the Acquisiboo Fund representing t to he"here paid to the Y s)for any portion of the Equipment And related mfurpment for wake,the lemer h+n not executed st Certificate of to the redurtior of the Unpaid . remaining t be amended to reflect such prepayment of The lamair and Lessee shall execut,the Aripmecl Individual Payment Schedule to Section 3.02 is A -Acquisition of the fSyjEatLt Lessor artery apparent the Lessw at its agent solely for the purpose of acquiring the Equipment and lessee hereby sto" such appointroem, Levine and lamor will do all thbW neceautry to effect the acquisition of the Equipment fret and clear of any earunbrances and subject the some to the sevoTiry interests contemplated hereunder. lessor agreft to inquar the liciamment pursuara to the Levier a specifications, Fauure by she Vendors to shall not i obligation to stake ,Payments Agreernere- the R4misment will be acquired in mrsardance with tlbe terins, and specifications therefor and on rk wish the[error Upon completurn of iscquisitim of the Equipment sabsieffory to the Lease and after sumorization by the lesions,but is any event not laser than thirty(30)digm filhowiril;compleron of sach acquorcurn,lemsee shall deliver to the Ear Agent stt executed Urtificate of Acceptance, Section 3,03, of sit to th Y s)of the Acquisition,CoWs",uf acquiring the Equipment shall be made from the nuadeff deposited with the Escrow ASent, as provided in Section 3-0I,which shall be disbussial for that Purpose in accordance with and upon compliance with Arte 2 of the Escrow Agnsercessr, ARTKIE LEASE IlMhl Sectern 4.fll, Leme of Equipment Lessor Jets to Lassint,and Lessee rems leaps and him from Lemot the Equipment is ac o with the provisions of this Agreement,to haw and to hold Me the Lisme Ttrm. Section 4.02 of lease Term The Original Tera of any individual Payment Schedule shall commence on the Aceruai IJae and shall terminate the last day of Lessee's then current fel year. The:ease Term will be aucammicalh,renewed at the end of the Original Tests or any Renewal Term her an additional one yew,atdm the lesam gives written notice to IAMW not Ime than ninety(90)days prior to the end of tlar Original Term or Renewal Term dim is effect or such as may be provided in Argyle 6 hereof,of s intention to terminate this Agreement at the end of the OriginalTerm or Renewal Term upon payment of the than applicable Purchase Price poisoner to Articles 9 or Article I I,as the ease may be. The tests and conditions during any Renewal Tyr shall be the same as the tessm,and conditions during the Original Term,except that the Rental Payments shall be as provided is the nal Payment Schedule, Section 4.43. Termhumort of lease Tenn. The Lease Term ash to any ladviridual Payment Schedule will terminate mum the easrEat of any of the following events: (a) the impumbost of the Original Term or any Renewal Term of the applicable Individual Payment Schedule and the non-renewal of such Individual Payment Schedule in the event of non of funds Pursuant to Section 6.46 , (b) the by lessee of the to purchase,the Equipment raised under the Provision of Articler 9 or I I (c) a by Jassee s election to terrainate the Agreement under Article Ill;.or (d) the payment by lasaft of all Rental Paymirm,our paynser charges.pan dot finance Charges,sourcessore to release fiess of ami Its wkintatever,or other,taxes sett?utflums authorized or required to be paid by lease hentrader or under any ladmiaua°Payrarria Schedide- This Agreement- in whow upon the teat day of the teat It_ e Tom writh resped to arry Individual P s)over--frog plus ant chwIeF a AWTIME 5 DUOYbUNT Or Butaiiiiinff fewer hereby caverisaft to provide Leame during the Lew Term with inner ust and enywment of the Equipment,sad Lessest shall during the hose Tank peacrably and quiedy have and hold and rVoy the twithout suit Unable or hindrstam from Lamar,except ffi exprearly set forth to thif Agreement, lease"shelf have the right at all reasonable timer during barium hours b property of fewer for the propose of"inspecting the Equipment, 6 XEN'rAL PAYMENTS Section 6.41. Reaud payments,Constiturt a Current U2=of Lemet, Lower and Lassee understand and hand the the obi' of lamas to pay Rental Paymeres, r and under with Individual Payment a reserve erpenst of Uesset,and astli am in any way be construed to be a debt of Lsaw in contravention of any applicabw ronisrutional or smeteary Imahateint or requirements concerning the creamost of sademedruss by anything rontabsed natant commoute- a pletip of the general tax reventsm,ficads at stionift of Lewes, Rental Pavroests shall bee consideratiost of on of the Itiluipmew durmit the year in win&such pinusents are due. Samoa 6.M P-*VW&W of Rental P ta as feed mad a may be,designated by the Lemee be Iarrful numey of the Untied Suites of America so lessor or,it the evert of assignment by Lower,to its Assignm us she amosems,and w later thaw rise dam as forth in the applicable Individual Payment schadawe,- frit to forward Rentall Paymetax to the Lessor or its Amignee at man ten(1 )times Prior to f,a sea fieth it applicable Insfivkhaall Paymem Schedule- In&a event the Lessor or its is of rose,thea and in men reent a -five dollar(liZ OO)nor chair wifi be as a perrientelle,of the outstandint prurVall to the maser of eighns"percent(16%)per ansamn at the h4hest interest our lesally Aliment* under the laws of the Start, Said charges shall be due and pa in of the mor of the invoice Section 6.01able dear is " A of each, der is as,and represents of,' of[be Know Payourre ss, tar .` UhZWI)E herew and each Individual Payment Schodust seu forth the'usterme component and the Principal romporwin of mich Rental Payrolve durtall the Origmed Istme and all iteresual Terms of the respective Indwiduad,Payment Sc Section 6.D4. Rental m be Unconditional The o ions of' to Payment of nim red Artsck 6 ns of this m, and to pe .and ae be aboohne mid unconditional in all evem,Went as nt Norwithstandutt any diaptar between leave and ,any Vendor or any inner perion,Law shelf make all Rental Payments when due,mid$hall bot withheld any Rental Paymenta Reading final resolution of auto dispnor, sior shall,Liew assert any right of am-off or counterclan` against hs oblagabon to make ruct payments required under the Agreement, s abligation to make Remal Payments during the OrIml Term or any Renewal Terat shall act be abined through acciders or unforeseen eirvarnstances, of section 6-06 below,to toramuc ast how at tial ITAVMW and All Units e Original a and ten make the Romal pilymmus,ar the doo lessessidarmsd h ua?P Sc Came camenobty believes Unit inowly awaRibit lands in w or Period paywom deress Use Chiltmel Term lad mck of the Wasemed Tarns be the Indfrillual Pa as t tr h to fbo 811 JIM 10 Obtain and whisk the be smab,inchaftet malung provision tot such to Ow extew necessary i reof that W"of the SOW,to haw ftels portion at the budget apprtwed, W x3thoust SE a ' in the ePM OU&Politics Ota budget n OCK appftcvtd Sorrell CW Iss Abe everst sufficient foods acv Ott to be appropriated for the Ransil Psymenta tapdred to be paid lamat Own Comee y treatment t 4MMINK in or 0 of rise ual Payment Sthaduiew as the and of t Tam of Ronswal Term of the Individual Poyrome:ScIssfulew and Loom SW am be ablifeted to make Payment of the Reatted Psymem provided far to the Arre"Wat or then the then rurnere Orwom! or Removed Taaenx ter,agnsm to daliner nodae to 1~of t confound"as lase y(90)dare prix m the and of the c� ar t Tawas, this Agreement is terns tad undoer the . am s of this Lamm agrow penowdshe to 4ebw the unit or Vidal of Equipment to the Individual Payment Schedule use n to the Lamar at the loresam oM lorstioni specified by Lesmir TO TM WINT IAVML lessee agreal the if finsk arc appropriated to make Rental Payments for a sarceedin fiand yew,It wHl not l , teal Payment Schedule during such hand ymd,and that if the Agreeratut or say Individual Paymar Schedule is bornmeted Portman to thir Provision. by u prior to the maims of all Itersal paymern dw hereunder,Issaft WM so replace the Equipment with the arae or shoular to provide the Sam or OWAW sa inew Ora after the date on which the rest occurring s?Tam of the applicalik Individual Payment Schedule or Schedules would here ended, 1n the even of Nor ,app atjor,lawor shelf have tae r4da to recover the interesse whwt shop have accrued airs the pnocipat balance oubstessfing as of the Preceding Remat Payrnew due dam,we air forth in the to the rte Sctacduk, ARTX31 T 3' Somicn 7.01. Tide to the Equipment, the term of the Agreement,raft to the Equipment stud any and at additioni,repairs,repbwammo or modificatiors,shalt vest to to the rights of Lemor —de. allawiasg an of detsuilk a set Wth an section 13.01 or non appropristair as on forth in memo 6.06,or upon other tartemation of this lew for any consul than Lawws rights under Section 4 (b).title to the Equipment imatedunefy vis in Lamar and lassest will reasonably surrender pasommost of the liquipineur as jAmor. Section 7.41 Secuft Interest To aantre the pay aneau of a D of lessen mitts umaser the Agreement,taw grate tc Lamar a any bncesrad constituting a firm,lien on the €gwigsa+eeat and on all auditions,attachments,wont and substitutions therm,and on any Protean therefrom. Lamar agzues to execute such additional nwersta,affadaysr, and u WATcUffleatl.in to 1090r.Which Lansw 4wral necessary or Appropriate to establuk and nuumain a security intence,and Van magameaL the security interest of any of Lawor,in tit,-F.quapmemr Licew my request thin loom affix Jobek to the Equipment is`interest in:it unclog the farm that the Agreement is kis AWTXU t MAWTIKAWXMODOWATM; TAXES; VISURAWX AND On=CHARGES Section 8.01. Mainteance of Equipment by tiesser Leave agrees that at all times during the bass Tema,as 's own eras expense,to cause maluesenanee to be perforsled an such a way so ss to madet all aftemary and proper reports,replacements and recrawak of such component parts as may from time to time be required and to maintain,preserve and keep the Equipasent kgood re ' order To of the ns of this ant aqui except as may be to r nor any of its shalt have reaparabary it any of r manters,or for the making of improvements or addidom to the EgAup Section 8,02 Taxes and Utslm CharThe Palmer to contemplate toot the Equipment be sed for a ntaat or prop of Lower W4 therefore,the the Equipment will be eatexapt frorn all asses presently amassed and wish respect to persortal prop". In the event thad the use,possemion or acquesition sof the Equipment h found to be subject to notation in any farm(except for anoome taxes of ),Inane will pay dwirW the Lease Term,m it ,all taxes and goy tea= charges of any kind whatsoever tlss may at a"flow be lawfuln assessed or levied against ter with respect to the Eqwpmut and any emaliment a r otfier Proper acquired by Lamm in substitubm tor, ss a renewal or replacernea of,or a modificankes,improvement or addition to the Eq that,with respect to any governmerval charpes tea any lawfully be paid m imudburani ama period of years,lessee,shell cause to be pad ordy,such insuillmem as have accrued during the time thhs Agreement is an.effect. At its own cause casualty,public liability"and property damage assurance to be carried and maintained,or men demonstrat to the satisfaction of Lamar tea adequate sett-`insurance s provided based upon actuaried sound assurance criteria as ado conastent,With seedernify accepted inserame industry standerea with respect to the Equipmem sufficient-to protea Use PUB Iftrumbiv Value(as that tarns is hereinafter )of the Equipment,And to be at evens. AL°assurance protoods form casualty lower shall as payable as to skis Agreement law SW famish to Lamar Certificatei ev des cin such coverW throuShout the Emor Term and for each Individual k. work M One(S)bMMM days of any event of damage to or destruction of the Equipment- I)w ram'Full I Value s s wed berets shop mean the full replacerverr:valise of the Equipment. Ajw anemone policy parmsout to tbk Section t03 the be at written or endorsed as to make lomm,if any,payable to I and Lamar at than respective'sat a Net Proceeds tae n 9.01)of the" tin 8.0 'be applied a in Amick h` for in _ r 8, a provision to the effect that Ulm hwarsace may shalt am canes the policy or a fy i mmrr ro ami adversely to the truer of leas-,rwaboat AM giving wren notion thereof to Lean as nor a days it advance of such Section 8.04. Advances. In the~lassec she'-'tai.to nuumani thefull incuturre coverage required by this Agreement.or shelf hO to keep the Equipment m Sued repar =,, may(but be—under so obligation to, the required pobtft' of'utsuram,atui pay the premoure on the urian or may came to be node such repwn or rep is so ars. necessax-f am provide for and all amateur W advanced theridcn,by Lessor shall'beconle addimonal rem for the then current Orignal Tem or Renewal Taro for the appLitabie Issavithia,s PSYMew Schedule-or Schedulta,which smomim further Witt intense theraw or the rate of 1846 per saawn,Lesaft agmen to pay. Section&OS. T s Covenassa. Tac lesson wt'E not make or direst any one of the proceeds of the obligation provided herein or may otber iaods of the Latest which h watt canuw such oblitpum fan be an`� bond'wv&fisc of Section 148 of the Coda,to be 144"aby within the meaning of Section 149 of the Code,,or apo be a"privse shy bond"within the maming of Section 141(a)of the To dust and,neo as any Rental Payments are unpaid,the Lassee,with respect to such proceeds and such otbor heads,win all sectsim sad alt repletiout of the United Stan Department of the Treasury der to such to assume applicable pursuant to 148(f)of the t'.ode, to complete or oto-be all are,m bt Furthermore,n the p repo. ' r€c{ and rebate a.8 Positive arbitrapt to the 3Trutasf Starer of America, loom the Equipment will be used only fat the of Preforming oil Of govirrefflanOW or Proprietary functions of not be used in a trade or bunsam of W Person or entry other than the Emme an m been difterew from the ik. The Lessee w use or permtr the use of the Lquipalesa by any pews for m ate burtnew use°witaw the meaning of Sec,aur,141(@)of the Code in such matcher or to such f cast as would result in the inclusion of uneven received herrander in tax purposet under Section 103 of the Code, The lasom end t she at all new do and perfom ah surs and things permitted by law which are necessary or desirable at arder no jessure toot tat ulnerm component of the hernai Psyraerns will not be"included a the gross`meow of the Lemor for laderal'almair tax 9 Tt3Pta USE t2p Section 9kl. Danswetion and Cas U l its option m the Eq ' or Vest by g rot oftot Purrhase Primas , or ins as] ule,V to tike tion of tl Teas(a)the Equi or an any f h destroyed(aa whok or it part)or a damaged by fire or other casualty or(b)title to,or the temporary use of the Lquipmew or any Vast or any,pact thereof shall be taken,under the exercise of the power of by any .—al body or by or oceparabor,acting e ental au ' will carte the Na Proceeds(as defibed below)of any insurance clam or coadermlioxin awarded to be applied to the prompt mpar resuarstion, or nest of the EquiplueeM Any bakaft of the M Ismoseds resoming sta such woelt her been docapeend shot.be p&W to For purposes of Sectimi 8.123 and this Artink 9,the ram Net net mar the account lvnuuning from the grom prociceds of any assurance,ckm or conderonatiDn award after disducang aI1 expenses(t as sadamg ismirmye tiers)incurred in the Mains of such claim or award. section 9, of Net to the i right to to tial nim of any lu bvkival Pa a 6.06 hereof,if the Nesprofteds We z to pay in sal any mod' ' or fm sat ref to it n 9,01 (a) t or replan of property and pay any cony in slow of the amount of Net Proceeds or(b)par to the Lamar the amount of the applicable Purchase Prior,applying Net Proceeds to such payrnent 3 ARTX;l,K 10 QP 110M »; w OF Tilt NQUIP110111W Section 10,01. j=of Warriarrift. AS MIWEEN LESSOR AND LESSEE,DELIVERY Of MENT TO LESSEE AND EXECUTION BY LESSEE Of AN PiIDNIGUAL PA "T SCHEDULE Ct THUM SHALL CONSTMM LESSEESACKNDINLEDGEMENT THAT TIM EQUIPSIENT IS IN GOOD ORDER AND CXWDMON AND 6 CiF THE MANUFACTURE,DESIGN AND CAPACITY SELECTED r ED HY THE ISSISM THAT Tfff LESSEE I5 SA715 THAT THE SAME IS SMANX POR ITS PURPOSE.AND THAT FOR PURPOSES OF TfW AGREEMENT '5 ASSIGNEFS MAKE NO WARRANTY"f Y C AT ,EITHER MUSS Of IMPLIEZ WITH RESPECT TO BOUIPMENT. DIN OUT 11WIATION,ITS VALUE,DESIGN,CAPACITY, MERCRANTAR[LITY OR FITNESS FOR PART PURPOSE Oft FITNESS INTENDED "EN ,,OR W A(TY AND IM ASStGhM HERESY DISCLAIM ALL SUCH REPRISIDEDkIlIONSWARRANTIES, TUN SEC1M IS DO)TO APPLY SETWM TINE LESSOR AND LESSEE ONLYM THE MINT Of THE PEHANCTWU CONTF-MPLATED HERRIN AND IN NO EVENT 15 RnINDED TO AfFECT THt WARRANTIES IES RESENTACONTAINED IN OR 04CIMM WEIM ANY CONTRACT ENTERED INTO FOR THE ACWISMON t1F THE EWPMENTWCIIf OTHER VENDOR, NOTWMWANDING THE POREGOING,IN THE WENT LESSM K A VENDOR,LESSEE SHALE.AE ENTITUED TD All AP RLE,VENDOR WARRANTIES AS TO 1W WPMENT,PROVIDED THAT SUCH R* s SHALL PERTAIN SOLELY TO LESSOR AS VO4DOR.APO NCrr TO AW SUCaSSORS Of ASSIGN-5 OF IESSOR UNDIA THIS LEASE, Is so event an Aimirruse,it any,of Lower be Sault for any ' inifinem,specialof romsequessual damalle in connection with or arming out futhis Agreement or the existrum firmshing,himenualog or of am item are products or services provided far in this Agreement Section 10.112 Vendors Warnionts, Idemor hereby irrevocablyits 4vin and shoram,in-led the Issam,Term tar it"m Immic shell am be in defeat io rudert from me to time claims and treJuifing warranties of the Equipment,which the Vendor of for the breach of strth warrant*,ob' its or be the V of Equip an any,of s effete us ve or er add of Latour with mispent to Including the right to recerve an Assiffait,if any,of lessor makes,and bar ,no that tor warrinstim whimusever as to the exturree or wrillabilky of seek warrierma,of the Vendor of the Equipment Section 10,03. Use of the EgghMM lemset will not use, or radiation the Equipment or came the Equipment tD be used,operated or addammad improperly,carelessly,in viDistion of any Applicable law or in a ansaff emarary to this Mitemplined by Unit Agreement, or crew to be provided all permits and fiesimse.U a",racessary for the operation.of the Equi Ia n ae may content in good finth fire valafini or application of any such Lav or rule in any dons tax,in the of Lamm,adversely > estatethe of tedsor in stat to any of the item of the Equipment or its interest or rights order this Agreement, Leave shall'notily Lassir withal five(S)business days if there are any claure or lawsuits sramg it ocausection with the Equipment or we thc+eof. ARTICLIE 11 TCl PU Tu Leapt is beretty granted the option to prepay an or a porturn portof ks oblipborw under this Agreement and purchase the Equipment or soy flak thereof for the Purchase Price set forth in ' s) L herew or ou any applicable s). At the request of s security interest in the Equipment will be terminated and this Agreement r term (a) at the and of the Lama Term,upon payment in full of Rental Payments due hereunder,plus all past duce charges,if any:or (b) as my time dating the Original Term or any Renewal Term,upon payment by Lessee of the men applicable Purchase Price an net Farth in the applicable Individual Payment Schedule,Phis all post dice charlps,if any;or (c) if the Lome Tame is ustairated immusust to Artie 9 of this Agreernets,in the event of unal damage,destruction or condemination of the Equipment or any Unb thereof aml, it Lessee is riot on such date in default easier dut Agreement,upon payment of the then,applicable Purchase Price in Isemor phis all past due cluallea,if adv,subject to the teasers right to terminate this Agreement or any Individual Payment Schedule under,Serum 6.65 hermiL In the event t4ce Lesson purchases ten than all of the Equipment,the related Individual Payment Scliedule(s)shelf be amended to reflect so&prepayment of principal and the remaining Rental Payments shalt be Crowther,the Lassior and Lessee agree to execute suck revised Individual Payment Se a). 12 liPJiT.SUBILEAS NS,$' n,FICNI 1N hSOR'lGAGM AND SKLIJPIG Section 12.01. . by Later. The Agreement,and the Loaner right to receive payments hereunder,may be assigned and reassigned is whole or in part to one or more surgeons or subassignem by to this tete necessity of obtaining the consent of lease,provided,however,that no such malilarnent or reassignment shalt be effective aard moil(f)Liesser,the hair reserved notice of the assignment or reassignment dhckxing the same aro# of the aw4nee or subassigner,and(f li as the event that such serignmear or reassignment is me&to a bank or true atimpany as tromee for holders of cernto this Agreement,was rights to tomm amounts beriminder,suck bank or vast company art"to maintain,or muse to be nwiwmnod on behalf of and as agent for lessee,a book-entry system,by which a record of the names and addramer of sixth holders as of any particular unit` is kept and arreft,upor request of Lea",to furnish such information to liaftft. Upon recerm of Diane` of maigniturt,Lemet agrees to refiect in a book entry the Asagrift designated in each inince of assipment-and w make all palmisents to the finessignee designated in the notim of g a notwithstanding any �defense,amt-riff or counterclaim whatsoever(whetht.areanga of Our Agreement or )that Lessee,may from Ube to mor have Against Lemur,or the Assignee Leave agrees to execute all documents,mthisling. of or fmancing statements which may be reasonably by Lesior or its Assignee to protect their micrem fief the Equipment.and in the AgreemeaL Section 1201. No Amminscior or Sura ¢by Lessee Thu Agreement.and the taterea of Lessee m the Equipment may not be sold or ertrurnbered pricer wrarn coment of Lemor,which consent way be withock m the total duntretion of the Lessor taking trac g other things,the treatment for federall Income tat pwposes of dw interest Of 1103 Release mai Inderessificabor Covenany, Except for the intentional or negligent war of the Lemeir or airy of be employees or out of or as the rasith of entering law this Agreement and to&a extend pereamedby the laws and Constmetism of the Iasmor hum and agamic any and all habibay,, o -itof f and and and out of or as the of sato of .Agreement,the ownership of arty item of base gt or return of any item of the Equipment or any suriderl in comiaram with thefirm at return of any hem of the Equipment resulting in damage to limperty or Injury to or death to My persom. T'be inderanification Wising under thisph sW ice in full form and effect notivithsomifingtoe,full payment of all obligmains,under the Agreement or the terimmeran,of dre Lease Term for any rearou. Lame agrees not to withhold' or short any portion of the paymerst unpaved paramour to thir Agreement by ream of any defftu malfunctions, or inifirromes,of the Equipment ARTICLE 1 EVEKM OF T AND REWMIES Section 13,01, hMnjof Default Define& The killowing be'eventsi of uk'under this Agreement and the term'event of defirse and' whenever they are used in this rut of taore of (a) Emhart by Leone to Pay arry Rental Paymentor to be paid` are the time ;and (b) Failure by Lams a an observe and perform any covenant,ern or agreement on ht part to be observed or performed,other than m referred to in Section 13,01(a),Jor a period of 30 der after writers mitice,specifying suris failure and requestait that it tw remedied as `ea to Issaft by limeor,solids Lessir shall agree ad writing to an exteasion of rwh near prot at as exp` .U the finihme stated in the notice cannot be corrected within the applicable period,Lemor will our unreasonably withissM its comant to an extension of such war,if corrertore action deemed nate by Lamm m its sialt bscrebm b. , the implicable period and diligendy Roomed umill rhe default is correnied;and (c) A dmistrimation by liamor that any representation or warranty of lermur was untrue won made. The ing of 13.01 aft subject to(i)the provisions of Section 6.01;and(h)if by reason ofms' Lessee is in or it ,to its agreemean on part other ob` ear the part of in "le 6 caul 6.03 f. .� be dinseard m defitult owing the of such lire. roe tem. 'an used herein shall mear,withow Innounion.thefollowing: acs of God,strikes,lockouts or other ted ;axe of public vendors,ordert or ressoarcu of any kind of the government of the Used Stmer of Amerift or of the Kate wherein Lawrie is located or any of their departments,agencies or officials,or any cirfl or numary a , es,earthquakeir. >orexpiosions- Section 13.E on Defauk. Wbersever any event of defauk referred to in Section 1301 hereof ShAll have happened and be continuing,Lam"shad the right,at its unit option without farther demand or -to take One or ` of the following"ng r 4 (a) t,(0 of the Equipment and salL law orsublease&a Squipmear for the account of Lamm holdnit lamme,U"for the main i to d of t Term at the dam tuners P~wsd 'at(if) ur pay the eteft of returmoil dw llipdpimer4 wkida Ims(10)dam to,a location specified by the Lamm,earl (U) Take whenever action at low or at equity may appear tweenary or desirable to emmerit to rights an the Liamor of the Iquilammit. Section 13.0 1 No or a to be nation"a remedy be be it,&ddkm to or stow or hereafter existing at law or ind Any re or ass by t of any U of mem two bar a ,and tm any or the of se allabot lamme shall not bar Lamm's right to v any or all times of Equipment No delay or oinumor to extreme saw right or paws imendaii upon any default that Wiper arty such right or power or sha be construed to be a waiver thereof,but a and power may be fivin claw to ease mid at often as my be deemed expedient, 14 Sactam 14.031. Notices. AS midow certificates or other communications rider shall be sufficiently en ard she be deemed given when delivered or mailed by. creel rcaiL p~ id,to the parbeir` at their rimpective places of busiam Seenor 14.,E Bt&g Effect. Thin Agreement 3 inure to thte bertefit of and shaD be binding upon Lessor and Lamwe and their respective sumessors and 14,63. IMMhft In ithe event any provirain of this Agreement that be held invalid at unenforceable by any court of competew jarhafictiort,such holding abaft not invalidate or say other provision hereof, section 14.64. The tereas of this Agreement shall not be waived,abered,modified,supplerriented or amended in nasty manner whatsoever eitow by written instrument aimed` by the Leaner and the lameft,my thall any and amendment that afforis the rights of Lamerrs Assignee he effect" 's cormem Sectiot 14.05 in rtx, eta may be executed in several counterpoint, of which shall be an original and all of which shall constitute but one and de same` Section 14.96few, It&Agmement shsl2 be governed by and corAttued in the laws of the State of Section 14.4#7, t".a The or in this Agreement arc for oats only in way ,limit or the tope intent of any provisions or sections of ` Section 14.f The Agreement constitutes the entire agreement: and Aro waiver, of terms of the Agreement shell bind aster party unleat in welting signed by and thm such waiver consent,modificanon or change mine be effective only in the aped instance and for the specific purpose givro, are atr underitainfir4s, or warranteca express or imphed,nett specified heremregarding this Agreement or the Equipment immed henrunder, Any and conditions of any purchase order or other domaniest submitted by lesseewitty this Agreement which ate in addition to or inconsistent with the and conditions of this Agreement will not be binding on l will act apply to this Agreemera. lassee by the signature below of its authorized representative acknowledges that it has read this Agneemera,understands it,and agrees to be bound by its terms and conditions, LN VMWESS WNEREOF,Lamm has exKuted this Agoeement its its corporate with its corporate sea;hereunto affixed and arrested by%;daly authorized officers,atuf Lessee bar caimed tire Agreement to be executed in ks corporate air with its corporate seal hereunto sensed and attested by its duly authorized officers. This document is dated as of the Accrued Date,whetheror not executed as of such dine. LESSEE: City of Redlands Attest: f< By ride. Cit k Tine: I:aLy o r, City of Redland Rate: November Its, - 1994 LESSOR: Municipal Services Group, Inc. Attest : lisle: "Title: Date: 5 Il'iDIVE UAL PAYMENT SCIIEDULE#1 TO MASTER MUNICIPAL LEASE AND OFTIM AGREEMENT NUMBER,1080 Entered into September 20, 2494, (the Datel by and between the lessor and the 1,essee. This Individual Payment Schedule #I is made a part of Master Municipal lease and Option Agreement Number 1080 and hereby incorporates all terms and conditions of said Agreement with respect to lessees and es rights in the rty described in this Schedule, This Individual Payment Schedule consists of: Exhibit A Resolution of Governing Body Exhibit B Opinion of 's Counsel Exhibit C Certificate as to Arbitrage Exhibit B Description of Equipment Exhibit E Schedule of Payments Exhibit F Acceptance Certificate Exhibit G Insurance Coverage Requirements Supplements: 8038-G IRS Piling Bank Eligibility Certificate Small Issuer Exemption Certificate LESSOR. Municipal Services Group,Inc. LESSEE- City Redlands t By: rrr "Title: 'Title: Mayor, City of Redlands Tate: Date: November 10, 1994 Attest City C er AQeeonat No. 1060 X)GitffiT A RE90LUTWN(IF GOViiRNOIG BODY WI AC.T(IF hCWVrES LESSEE: (pity of Redlands At a duly called meeting of the governing body of Lessee held on the day of 19_, the following resolution was introduced and adopted. RESOLVED, whereas the governing body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described in the Individual Payment Schedule No.1 and/or the Mauer Municipal Lease and Option Agreement No.1080(the"Agreement") presented to this meeting; and WHEREAS, the governing body of Iessee has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange for the acquisition of such Equiptnen4 W 4ERFAS, the governing body hereby directs its legal counsel to review the Agreement and negotiate appropriate modifications to said Agreement to as to assure compliance with state law and local statutory law,prior to execution of the agreement by those persons so authorized by the governing body for such purpose, BE IT RESOLVED, by the governing body of Lessee that: Finding: Authorized Officers.The terms of said Agreement are in the best interests of Leasee for the acquisition of such Equipment, and the governing body of Lessee designates and confirms the following persom to execute and deliver,and to witness(or attest),respectively,the Agreement and any related documents necessary to the consummation of the transactions contemplated by the Agreement. RESOLVED,the acquisition of the Equipment,under the terms and conditions provided for in the Agreement, is necessary,convenient, in the furtherance of,and wW at all times be used in connection with,the Lessee's governmental and proprietary purposes and functions(except to the extent that subkasing of the Equipment is permitted under term of the Agreement) and are in the best interests of the Lessee, and no portion of the Equipment wr71 be used directly or irm irecdy in any trade or business carried on by any person other than a governmental unit of the State on a basis different from the general public. RESOLVED,the Lessee covenants that it will perform all acts within its power which are or may be necessary to insure the maintenance of its legal status as being a duly organized and existing entity under the laws of the State:,which status is the basis for the interest portion of the Rental Payments corning due under the Agreement to at all times remain exempt from federal income taxation under the laws and regulations of the United Statex of America as presently enacted and construed or as hereafter amended. glome Of Party to EU%Xft Chide) Munk*W let se& Option Amt) masse at Pasty to Atte[ar Witness l[unidpnl Lase A Optica AWammO Q6WW Of PWty So Nip AMePMOM&rW=IIW - { Y Full Force and Effect. The undersigned further ce remains in full force and effect and further certifies that the above and foregoing g body of Ltssee. - 3 (SEAL) i Office of the City Attorney City of Redlands Daniel J.McHugh,Esq. November 7, 1994 Municipal Services Group, Inc. 5125 South Kipling Parkway, Suite 300 Littleton, Colroado 80127 Re: Master Municipal Lease and Option Agreement-Agreement No. 1080 Ladies and Gentlemen: As City Attorney for the City of Redlands(the "City"), I have reviewed the captioned lease (the "Lease") by and between the City and Municipal Services Group,Inc. (the "Company") relating to the lease of one (1) 1995 Seagrave Type 1 Fire Engine and two (2) 1995 Seagrave 750 GPM Boise Atttack/Brush Pumpers as described in Exhibit "D" attached to the Lease (the "Equipment"). I have also reviewed the proceedings taken by the City Council of the City with respect to its authorization to City staff to purchase the equipment. I have examined the Lease and have also examined the law and such certified proceedings and other papers as I have deemed necessary to render this opinion. As to questions of fact that are material to my opinion, I have relied upon representations of the City, the certified proceedings and other certifications of officers of the City furnished to me without undertaking to determine the accuracy, completeness or fairness thereof. Based upon my examination, I am of the opinion, as of the date hereof, that: (i) The City is a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California and as such is a political subdivision of the State of California. (ii) The purchase of the Equipment was duly authorized by all necessary actions of the City. P.O. Box 3005, Redlands, CA 92373-1505 (909) 7/98-7595 FAX (909) 798-7503 Municipal Services Group, Inc. November 7, 1994 Page Two (iii) The City has duly executed the Lease and, assuming due authorization, execution and delivery thereof by the Company,the Lease constitutes a legal,valid and binding agreement of the City enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy,insolvency,reorganization,moratorium and other laws affecting the enforcement of creditors'rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought. (iv) To the best of my knowledge there is no litigation pending or threatened against the City contesting the validity of the Lease or which challenges the validity of action taken by the City in connection with the Lease or contesting the authorization, execution and delivery of the Lease. (v) The equipment leased pursuant to the Lease constitutes personal property under applicable law and when subject to use by the City will not be construed as a fixture. (vi) The City is a political subdivision within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended. I express no opinion as to the tax exempt status for federal or State of California income tax purposes of the interest component of rental payments payable by the City under the Lease. Further, I have not been engaged, nor have I undertaken to advise, any party or to opine as to any matters not specifically covered herein, including, but not limited to, matters relating to compliance with any securities law. This opinion is solely for your benefit and may not be circulated, quoted from or relied upon by any other party without my prior written consent. Sincerely, Daniel J. McHugh City Attorney cc: Gary Luebberrs, City Manager WO 442 EXHart s OPWION or ODUHM (ate Municipal Services Group, Inc. S12S South 1Qphng Parkway Suite 300 Littieton,Colorado 80127 Ladies and Gentlemen: As Counsel far City of Redlands Mt see'), we have examined duty executed originals of the Master Municipal Lease and Option /agreement No. 1080 (the"Agreemerito by and between Lessee as lessee and Municipal Services Group,Inc. ("Lessor') w lessor, the proceedings taken by Lessee to authorize and execute the Agreement together with the other related documents, and the Constitution and taws of the State of California (the"State' as presently enacted and construed- Based upon said examination and upon such other examination as we have deemed necessary or appropriate, it is our opinion that: 1. The Lessee was duly organized and is validly existing under the Constitution and laws of the State as a political subdivision of the State. 2. The Agreement has been duty authorized,executed and delivered by the Lessee,pursuant to Constitutional,statutory and/or home rule provisions which authorized this transaction and Resolution No. __, attached as Exhibit A to the Agreement. 3. The Agreement is a legal, valid and binding obligation of Lessee,enforceable in accordance with its terms. To the extent lawful, in the event the Lessor obtains a judgement against Lessee in money damages, as a result of an event of default under the Agreement, lessee will be obligated to pay such judgement. 4. Applicable public bidding requirements have been emptied with. S. To the best of my krowledge, no litigation is pending or threatened in any court or other tribunal, state or Federal, in any way questioning or affecting the validity of the Resolution or the Agreement. 6. The signatures of the officers of the Leasee which appear on the Agreement are true and genuine; I know said officers and know them to hold the offices sol forth below their names. 7. Tire Equipment leased pursuant to the Agreement constitutes pen+onal property under applicable law and when subjected to we by Irssa will not be construed as a fixture. 8. The Municipality is a political subdivision within the meaning of Section 103 of the Internal Revenue Code and the related regulations and rulings and that the portion of payments identified as deferred interest charges to maturity,upon receipt, well not be includable in Federal gross income under statutes,regulations,court decisions and rulings existing on the date of this opinion and consequently,will be exempt from present Federal income taxes and income tax of the State of California. W1iM ADPL AMM 9. The Lessee has, in its(ordinance/Resolution),designates lection 26S (b)(3)of the Internal Revenue Cade of 1986, as amended. Attorney for Les ( - ii Arwmxw No. 100) EKHEBIT C CERTUFrATE AS 1rO ARHrfRAGE I the undersigned of City of Redlands in the State of Calif (the ") being the persoct duly charged, with others, with responsibility of issuing the lessees obligation in the form of that certain Master Municipal least and Option Agreement Numbered 1 (the'Agreement") by and between the Lessee and Municipal Services Group, Inc. as lessor (the r) HEREBY CERnFY t. 1. 17he Agreement was executed and deli.ered by the Lessee under and pursuant to existing law to finance the acquisition of the Equipment as described in the Agreement- 1 Pursuant to the Agreement, the Lessee is entitled to the use and possession of the Equipment in consideration for the obligations of the Lessee under and pursuant to the Agreement. The Equipment will be used in furtherance of the public of the Lessee and only for the performance of one or more governmental or proprietary functions of the lessee consistent with the permissible scope of the Lessee's authority. 3. The Lessee does not intend to sell the Equipment during the tem of the Agreement. 1he Lessee will not receive any monies, or other"p s"as a result of the execution or delivery of the Agreement. 4. The Imam has not established any sinking fund from which it intends to make payment under the Agreement, and no monies are pledged other than amounts annually appropriated from the General Fund or orliff legally available funds of the Lessee in amounts equal to the required payments under the lease. The remaining general funds of the Lessee are not reasonably expected to be used to make such payments,and no other monies;except as set forth herein,are pledged to the payments due under the Agreement or reasonably expected to be used to pay principal and interest payments due under the Agreement. S. The Lessee certifier that the Equipment (as defined in theAgreement) is or will be owned and operated by the Lessee and will not be used in the trade or business of any person on a basis different from the general public. 6. The proceeds to be derived from the Agreement by the Lessor or its Assignee on the date hereof(S ) together with anticipated investment earnings thereon ($ l are expected to pay the costs of the acquisition of the Equipment ($ )and the financing and legal costs in respect of the execution and delivery of the Agreement. Accrued interest not to exceed the interest for a period of six (6) months, in the amount of(S ), shall be retained by the Lessor or its Assignee, if any. The proceeds derived from the sale of an interest in rights to receive Rental Payments under the Agreement, together with anticipated investment earnings thereon, will not exceed the amount necessary for the purpose of tine Agreement. It is anticipated that the acquisition of the Equipment will proceed with due diligence to completion by and that all of the proceeds derived from the Agreement will be spent within the six(6) months following the execution and delivery of the Agreement and this certificate, 7. If the Lessee is requiredto comply with Arbitrage Rebate;within thirty(30) days after the anniversary of the date of the execution and delivery of the fiigreement, the lessee understands that it is to determine the amount of required arbitrage rebate, if any, due to the united States government under Section 103 and 1+43 (f) (2) of the Internal Revenue Code of 1986, as amended ( , smd the regulations promulgated thereunder, The Lessee is to pay the required arbitrage rebate amounts over to the United States of America from time to time as the Lessee determines but not less frequently than mice each Five (5) years after the date of the execution and delivery of the Agreement, an amount equal to of the required arbitrage rebate amount earned during such period (and not previously paid to the United States of ) and not later than sixty(60)days after making the final Rental Payment under the Agreement, 1 of the required arbitrage amount. The required arbitrage rebate payments am to be de to the united States government from legally available funds regardless of whether there are any remaining proceeds or other funds attributable- to the Agreement that are available for that purpose, Notwithstanding the foregoing,die Lessee is obligated to at all times provide for the determination and payment of arbitrage rebate in conformity with all applicable federal statues and regulations as the same may be amended front time to firre, g. The Lessee has not received notice that its Certificate may not be relied upon with respect to its own issuer, nor hw it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. 9. The Lessee is qualified to designate and has designated the obligation represented by the Agreement as a "qualified tax-exempt oblige "pursuant to Section 265 (3) (b) of the Internal Revenue Code of 1986, as arnended. To the best of my knowledge, information, and befielf the expectanons herein expressed are reasonable and there am no facts, estimates or circumstances those expressed herein that would materially affect expectations. IN WITNESS WITETIEOF,T have hereunto set my hand this 10 day of Novkmher 1994. LESSEE: City larids Attest. Title: Mayor, City of Redlands Cit; er � iii lc+90 EGUHEF D DESCRIVEKA4 OF EQUUWFNT The Equipment which is the subject of the Individual Payment Schedule No.I to the Master Municipal and Option Agreement is as follows: One (I) 199S Seagrave Type I Fire Engine and Two ( ) 1995 Seagrave 7SO GPM Boise Atta&,/BrushPumpers Together with all additions,accessions and replacements thereto. Lessee hereby certifies that the description of the Fquipment set forth above constitutes an accurate description of the"Fquipment", as defined in the attached Master Municipal Lease and Option Agreement applicable Individual Payment Schedule, LESSEE: Coity of Redlands Attest. y= lisle: Mayer. Ci tv of Redlands Lor ie Fs Z:Y Clerk Address of Equipment"Upon Delivery andAcceptance: 35 Capon, I'0 Box 3005 Redlands, CA 92373 iv EXHIBIT E SCHEDULE OF PAYMENTS DATED DATE: Sep 20, 1994 CITY OF REDLANDS P PAYMENT PRINCIPAL INTEREST PURCHASE # DATE PAYMENT PORTTON POIRT 1 ON PRICE ----------------- ...... ------------------- 1 20 - Sep-91 223, 593.99 189, 283. 1.3 34, 310. 86 418, 121 .38 2 20 - Sep-946 223, 593. 99 200, 091.21 23, 502.79 213,7160. 98 3 20 - Sep-97 223, 5934 -09 21-11 , 516.40 1-2, 077 . 59 0. 00 TOTAL 670, 781 .96 600, 890.72 69, 891 .24 LESSEE: CITY OF RED B" TITLE: Mayor, City of Redlands ATTEST: Louie oyzer, Clerk EXHWT I SCHEME OF PAYW119M 2 d 1 Base Interest Rate: S.71% U. S.Treasury Dote Yield: 6.0 U. S.Treasury Note index Percent: 88.53% Adjusted Base InterestRate: DatedDate: September 20, 2494 Provided all,documents have been returned in a form acceptable to Lessor within thirty(30)days of the Elated Date(the "),then the Base Interest Rate can remain in effect daring the Period, In the event all documents have not been returned within the Period,in a form acceptable to Lessor,and/or if the U.S.Treasury Note Yield fora maturity comparable to the Lease Term increases significantly,the Immm reserves the right to adjust and determine a new Base Interest Rate (the"Adjusted Interest Rate") pursuant to the provisions hereof The Adjusted Interest Rate shall be determined by multiplying the U. S.Treasury Note Yield for a maturity comparable to the lease Term (as of the business day immediately preceding the receipt of the documents by the )by the U.S.Treasury Dote Index Percent, Such Adjusted Base Interest Rate shall be the applicable interest rate for the `pal balance of the Equipment which is the subject of this Individual Payment Schedule, and the lessor and the Lesme shall execute a revised Exhibit E to this Individual Payment Schedule to acknowledge such change. LESSEE: {sty o R nds Title: Mayer, City of Redlands ATTEST: Lorri I?oyzer, C'ty Clerk v Agreement No. 1080 F AOCEFrAMM CERIVICATE undersigned,as Lessee under the Master Municipal Lease and Option Agreenient(the*Agreemetin numbered 1090,with Municipal Services Group, Inc. C r"), ackriowk4ft receipt in good condition of the Equipment described in the Agreement or in the applicable individual Payment Schedule attached thereto this day of and certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations the Agreement. Lessee confirm that it will conimencr payments in accordance with Article 6 of the Agreentent or the provisions of the applicable individual Payment Schedule. undersigned officer of the Lessee hereby reaffirms in all respects the Certificate as to Arbitrage attached as Exhibit C to the Agteement, and represents than to the best of his or her knowledge, information and belief, the expectations 'n expressed were reasonable as of the Accrual Date on which they were made,and are reasonable as of this date,and that there were,and are as of this date,no facts,estimates or circumstances than those expressed therein that would materially affect the expectations expressed therein. USSEE: City la "lite: Mayor, City of Redlands ATTEST Corrie sizer, Clerk vi Agreement No. IOW EXHINT G MSURANcK COVERAGE REQUIREMEN'tS TO: Municipal Services Group, Inc. 5125 South Kipling Parkway Suite 300 Littleton, Colorado, 80127 FR MI: City of Redlands P.0, BOX 3005 Redlands,California 92373 SUWECT:INSURANCE COVERAGE REQUIREMENTS L In accordance with Section 8.03 of the Master Municipal lease and Option Agreement No. 1080,we have instructed the insurance agent named below (please fill in name, address, and telephone number) to issue: a, All Risk Physical Damage Insurance on the leased Equipment of Unit thereof(as defined in the Agreement)evidenced by a Certificate of Insurance and Long Form Lam PuyalAe Clause pamigg lessor ne5j/or its gff-40K Was Paver. b, Public liability Insurance evidence by a Certificate of Insurance naming lAssor and./or its assigns"as an Additional Insured. Minimum Ckwerage Required: $500,000.00 per person SSW,000.00 aggregate bodily injury liability $300,000.00 property damage liability OF 2. Pursuant to Section 8.03 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will prMide proof of such self-insurance in Letter form together with a copy of the statute authorizing this form of insurance. 1 Proof of insurance coverage will be provided to lzmar prior to the time that the Equipment or Unit thereof is dejivered to us, ATTEST: LESSEE: City of 41a Title; Lorrie oyzer, Clerk Mavor. C4tV of Red1gZ_d,-L Pleme attach the Insurance Certificate to this Exhibit. vii i � s i #l.:� i R n i i' 11�� i i i'. • i f N6' ! s i.' i' `t f � � � i.. f t �-• i"t x s � � . .* i : * * .r a k i... . 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'# i ii i i` i" i `♦ ..i. k ii i.. i i M � ` i { # i i +. if i �i ii t i ".i . # # i i i «• s i i i i' k f i • • r i z« • • • # #. .. #. # # iye...# �.„. #. �. �.^. ## ^f s n# # ...* # �• #. f # f # # '#:# s #. # # # # # # � # # #. #. # # # !� # # # # # ## t _ # #,. �# # # �# �# # # # # # # # # ## #.. #'. f ^#� / � # # # M ' i #. # ♦ # # # � # # !. # # # # #.:' #. # ## #.. • # f # # # #- .. # ' # # #. #, # # # # # # # # # ,.# #.. # # # _ i ! • _ .# # # i # .#.^ ##' ♦ # # #.. #. # #' _ #' 4 #. # # ' # •” .# # #.: •. # M # # ^ # # � 4 # .# .# # ` f ; �# # #; # # #s #R # ## #, #' � # 4 '# • r # # # # � #' # r# # #i # �.# t. # `# # s #. # • s-s # # # i, # #' K! # # #, '. # m # r s # # # # ��� # # ViV 150iU II Id�.1s{ifC 4lMda! svG_41 41t 4V4 4s,- r.rcw �► Under internal Revenue Code section 149(e) MS No,. 1_�. -07 (Rev, 'tay ! Y See separate Instructions. cenerx et tre Trensry (Use Fara, 6038-C-3 if trse issue price is under 1,00,000.) Reptortinq Autllorit If Amended Return, check here Y I issuer's nam.a ( 2 Isumes err% icenzfica=n nurnG City of Redlands t( Nurmoer and street(or P.O. box it;nail is not c5ei vexed to street actress) Room suite 4 Report number 1270 West Farb Avenue G_1 City, own,state.and ZIP ecce 6 Date of issue Redlands, CA 323731 9-20-94 7 Name of issue 6 OuS P Nuarnt< er Master Municipal Lease and Option Agreement No. 1080 � None ,{ fiype of Issue o eel€ applicable l axes) and enter the issue price) issue net g 0 Education (attach schedule-see instructions) . . . . . . . . . . . . . . . . S 10 health and hospital (a-each sc`;edule--seeinstructions). , . . . . . 11 Transportation _ . . . . . . . . . . . . 12 Public safety. . . . . 607,763.00 13 Environment (including sewage bonds) , . . . . . . . . . . . . 14 Housing . . . . . . ' 15 Utilities . . . . 16 L.l Other. Describe (see Instructions) Y 17 If obligations are tax or other revenue anticipation bends, check box Y i , „� ;°" f'`�%'�, O,,' 16 If obl`toations are in the form of a lease err installrrtent sale, cheep box Y � l Description of Obligations la$ SSI j Cc} Stated r erre an Weighted€ (t # atet r Matunty date Interest rate issue once I Yeeid once a mature average txsat sn v t cost 19 Find rraturkty. ` I A J=, °l _ f ( 1/�. i1i'/l�' r ' fi% %,! ;r 20 Entire issue i r` ✓f i' '1r $60.2,763.00 ! ti: /A 1 2.04 years' 3. 10 %1 5.71 Uses of Original Proceeds of Bernd Issue (including underwriters' discount) 1 Proceeds Used for accrued interest . . . . . . . . 1 N J a; 2 Issue price of entire issue (enter amount from line 4-0, column (c)) 1 22 I \/A 21 Proceeds used for bond issuance casts (including underwriters' discount) ( 23 1 OA 24 Proceeds used for credit enhancement . ` 24 j NIA 1 25 Proceeds allocated to reasonably required reserve or replacement fund 25 € /A � 26 Proceeds used to refund prior issues . . . r 26 t NIA r r 27 Total (add lines 23 through 26) . . . . . . . . _27 I EY� 25 Nonrefundinct orcceeds of the issue (subtract line 27 from lime 22 and enter amount here). # 25 1 N/A • . Description of Refunded Bonds (complete this part only for refund ing bonds 29 Enter the"remaining Weighted average maturity of the brands to be refunded IN/A vc 30 Enter the last date can which the refunded bonds will be called . 1• N A 31 Enter the date(s) the refunded bonds were issued Y N I A I�fiscellarteot.rs 32 Exeter tete amount of the state volume cap allocated to the. issue . . . . _ Y I 33 Enter the amount of the bonds designated by the issuer under section 26:x(`0)(3)(B)(t(ill) (sr l issuer exception) . . . . . . . . . . . . . . . . . . . . . . . . Y $607,763.00 i 34 Pooled financings: ` a Enter the amount of the proceeds of tr�lis issue that are to be used to rake Darts to other governmental units Y b If this issue is a loam made from the proceeds of another tax-exempt issuer check box 0- Ci and enter tfse name oil issuer Y and the date of the issue 10- If If the issuer has elected to oay a penalty in lieu of rebate. check box Y Under penares of penury, i deciam mr.!have examaned twhas return and rrpourivirag scnecules ano sto 2.*.e test&nny kno e l N and defieS."Y am true. .,and cornpaete. , �( 'ae wen Larson } ign ; 4r..,roo Mayor, City of Redlands at ere I'Stgnatawe of cheer Cate evoe or cm-name Inc=e For Paperwork Reduction Act Notice, see page 1 of the Instructions. No.637—tForm 8038-G: E .ems, us.GomwwrP rNt 1 --- a BANK ELIGIBILITY CERT11FICATE THIS BAANIC MjGumm CERTIFICATE is entered into this day of 1994 and executed by fifty of Redlands, as supplementing and adding to Irate and Cation Agreement No. 1080. WIThr %rH A , the Lessor and the Lessee have entered into a Municipal Lease and Option Agreement No. 1080; and WHEREAS, the Lessee desires to supplement the trent; NOW THEREFORE, in consideration of the premises hereinafter contained, the lessee hereby certifies that: The Lessee has not issued or effected the issuance of,and reasonably anticipates that it shall not issue or effect the issuance of more than'Ten Million Dollars (S10,000,000.00) of tax-exempt obligations during the 1994 calendar year, and hereby designates the lease of the Equipment to which this certificate pertains as a"qualified tax-exempt obligation,"as defined by Section 265 {b} (3)of the internal Revenue Code of 1986, as amended. In witnew whereof, the Lessee has caused this Supplement to the Agreement to be executed by its respective officers thereunto duly authorized, all as of the date and year first above written. EE: City of Red Ar If A'T"TES"T "Title: Mayor, City of Redlands Lorre l=oyzer, i y Clerk viii MALI.WSUER '10K CERIIFIC.A'IE THIS SMALL ISSUER EXE1l FnON C ER'T"fEICAT'E is entered into this day of 1994 and executed by City of Redlands as supplementing and adding to Lease and Option Agreement No. 10803 WT T"N SSL—r1-L WHEIMIkS, the Lessor and the Lessee have entered into a Municipal Lease and Caption Agreement No. 1480; and F.REAS, the Lessee desires to supplement the Agreement; NOW T'HEPFFORE, in consideration of the premises hereinafter contained, the patties hereto agree to supplement the Agreement as follows.. The Itsw has not issued or effected the issuance of,and reasonably anticipates that it shall not issue or effect the issoance of,more than Five Million Dollars ($5,000,000.00) of tax-exempt bonds (other than private activity bonds) (such teats being within the meaning of Section 148 (f)(4)(C) of the Internal Revenue Code of 1986, as amended), during the 1944 calendar year. In witness whereof, the Lessee has caused this Supplement to the Agreement to be executed by its respective officers thereunto duly authorized,all as of tate date and year first above written. LESSEE: City f ATTEST: 'title: Mayor, City of Redlands -Crri POO tV Clerk Tx This FINANCING STATEMENT is presented for filing and will remain effective with certain excepituitt, tui a P—,-- of five years from the date of filing pursuant to section 9403 of the California Uniform Commercial Code. DEBTOR (LAST MA141K I"ItST-41'AN INDIVIOUAL) 1 A. SOCIAL SECURITY On FECCRAL TALK NO, City of Redlands 1 95-6000766 S. MAILING ADDRESS IC. CITY.STATE 110. ZIPCOOZ 1270 West Park Avenue Redlands, CA 1 92373 ADDITIONAL DEBTOR OP ANY) (LAST NAME FI**T--4F AN IHWVIOUALl 2A, SOCIAL OXCURITY OR rNOWRAL TAX NO, .8. MAILING ADDRESS C. CITY.STATE 2O. ZIP Co0a 1. DEBTOR'S TRADE NAMES OR STYLES (IF ANY1 3A, MCM*AL TAX NIJUSER 4A- SOCIAL SCCUItITY ho.. FIDEWAL TAX 00. II. SECURED PARTY 02 IA199 TRAktiT A6010 A-$.A.SO. MANIC Municipal Services Group, Inc. MAILING"DRIES* 5125 S. Kipling Parkway, #300 84-1080516 CITY Littleton STATE co zip cooz 80127 5. ASSIGNEE OFSECURED P^R-ry (IF ANY) 5A. SOCIAL SICU*ITY$40 FEVESAL TAX 00. OR$AUK TRANSIT AND A E.A.MO. NAME MAILING ADO*"* CITY STATE zip coca e. This FINANCING STATEMENT covers the following types or items of prop" (include description of real property an which located and owner of record when required by instruction 4). One (1) 1995 Seagrave, 6 man tilt cab, Type I fire enginer with 1500 GPM pump, 500 gallon water tank, and 410 HP Cummins diesel engine, together with all additions, accessions, and replacements thereto. S/N: Two (2) 1995 750 GPM Boise attack/brush pumpers with 600 gallon water tank, International 4900, 2 wheel drive, 4 door cab and chassis, and 300 HP International 530 diesel engine, together with all additions, accessions, and replacements thereto. S/N: 78. DEBTOR(III) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH 7. CHECK 7A. PRODuCTS OF COLLATERAL INSTRUCTION 5ITEM: (4) IF APPLICABLE ARE ALSO COVERED (3) 8. CHECKACCORDANCEDEBTOR 16 A 4TRANSMITTING UTILITY" IN ACCORDANCE WITH UCC 1 9105 (t)10 (t) (n) IF APFLICAELE TIES ads OATS, C 10. THIS SPACE FOR USE OF FILING OFFICER r 0 (DATE, TIME. FILE NUMBER AND FILING OFFICER) -A'rU*9(0 ISTOR IS November 10L-11cm Lorrie Poyzer, City Clerk City of Redlands Swen Larson, Mayor YT119 on PRINT NAMC(S)Oft OESTOA(0) 2 0- 3 SJGKArUfM(0) Of'SV=R9*PARTY(IRS) 4 5 TMP( a I I. Return copy to: 7 NM [—City Clerk ADC*E% City of Redlands CIF'( P. 0. Box 3005 STATE Redlands, CA 92373 ZIP CODE L FORM UCC-1— A#Wrov*Sl by A* Secretary *f Stwt* LING OFFICER COPY Document Execution Instructions The following steps are required to facilitate funding of the Master Municipal Lease and Option Agreement with Municipal Services Group, Inc. ("MSG*). Please check off each step of this form as completed. Both sets of documents should be completed as follows and forwarded to Municipal Services Group, Inc. MSG will execute both sets and return one original for your files: Execute, attest, and date the Master Municipal Lease and Option Agreement on page 5, and execute and date the Individual Payment Schedule Index page. gghflbit A. Have the appropriate parties sign the Resolution or send a copy of the Board Meeting Minutes, with original signatures, authorizing the financing as specified in Article 1. Qkibit B. The Opinion of Counsel should be provided by your attorney - an hkLher l_etterhead - after review of the documentation. At least one original letter must be provided with the documents, We suggest that you proceed with the attorney immediately in order to work within his/her time constraints. Exhibit C. Have the proper authority sign and date. Exhibit D. Please verify the equipment description, including the year and model. Have the proper authority execute, including the physical address of the equipment. L . Please verify the amount financed and the scheduled due dates, and immediately contact your Financial Services Representative if there are discrepancies. Have the proper authority sign. mit F. If the equipment has been delivered, have the proper authority sign and date, using the date of acceptance,not the date the document is signed. If the equipment has not been delivered, remove this Exhibit and forward it to MSG when the equipment is delivered and accepted. h2t]iLit G. Have the proper authority sign and complete the agency name, address, phone and FAX numbers, as well as the agents name. Please contact your agent immediately to request that a Certificate of Insurance or Binder, whichever applicable, is sent to MSG as soon as possible. 1. R. S.Form 8038. Enter your entity's Tax 1. D. number in Box 2, and have the proper authority sign and date where indicated. MSG will submit the form to the 1. R. S for filing. The Bank Eligibilgy Certificate and Small Issuer Exem2tion Certificate require the proper authority's signature, as well as dates. Please sign the UCC-1 Financing Statement as Debtor and retain the Debt"copy for your files. The UCC will be filed with the State to perfect MSG's security interest in the equipment. We will require the Certificates of Origin from the vendor with Municipal Services Group, Inc. and its Assignees as first lie holder. We will provide the vendor with instructions to complete this information. This transaction is subject to credit approval and proper execution and completion of all required documentation, The rates reflected in this document package are predicated upon the closing of this transaction within 30 days from the original proposal date. If the 30 day time frame for closing is exceeded, the interest rate is subject to change.