HomeMy WebLinkAboutContracts & Agreements_36-2014_CCv0001.pdf MASTER LEASE — PURCHASE AGREEMENT
Dated as of'March 4, 2014
This Master Lease-Purchase Agreement together with all addenda, riders and attachments
henehz, as the same may from time to time be amended` modified or supplemented ("Master Lease") is
made and entered by and between Oshkosh Capital ('Lessor) and the Lessee identified below
("Lessee").
LESSEE: Cily of Redlands
1. LE/SE OF EQUIPMENT. Subject tothe terms and conditions ofthis Master Lease, Lessor agrees to
lease bzLessee, and Lessee agrees to lease from Lessor, all Equipment described ineach Schedule
signed from time tmtime byLessee and Lessor.
2� CERTAIN DEFINITIONS. All terms dafinedinthe Lease are equally applicable hmboth the singular
and plural form of such terms. (a) "Schedule' means each Lease Schedule signed and delivered by
Lessee and Lessor, together with all addenda, hdere, attachmento, certificates and exhibits thenabx, as
the same may from time hotime beamended, modified orsupplemented. Lessee and Lessor agree that
each Schedule as expressly provided in said Schedule) incorporates by reference all of the terms
and conditions mfthe Master Lease. (b) "Lease* means each Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment" means the property described in each Schedu|e,
together with all mttachmnenba, addb(ons, accemaione, partm, napainm, imnpnovements, replacements and
substitutions thereto. (d) "Lien" means any security inbanasd. lien, mortgage, pledge, ancurnbnsnma,
judgment, execubon, attaohrnent, warrant, xv/b. |nvy, other judicial process or claim of any meduna
whatsoever byorofany person.
3. LEASE TERM. The bsnn of the lease of the Equipment described in each Lease ("Lease Tann^)
commences onthe first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof
and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and
performance infull ofall ofLessee's obligations under the Lease.
4. RENT PAYMENTS.
4.1For each Lease, Lessee agrees topay toLessor the rent payments inthe amounts and atthe
dnnem as set forth in the Schedule A-1 attached to the Schedule (~Rent Payments"). A portion of each
Rant Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent
Payments will be payable for the Lmsma Tann in U.S. doUaro, without notice or demand at the offimy of
Lessor(or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee after the due dobe. Lemmmma ehoU pay Lessor on
demand as a late charge Ove percent (5Y6) of such overdue amount, ||mnhed. however, to the nnaxirnunn
amount allowed bylaw.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION G HEREOF OR IN ANY WRITTEN
MODIFICATION TOTHE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL
NOT BE SUBJECT TOANY SETOFF` OEFENSE, COUNTERCL4|K8, ABATEMENT OR RECOUPMENT
FOR ANY REASON WHATSOEVER.
5, DELIVERY;,ACCEPTANCE~. FUNDING CONDITIONS,
5A Lessee mhmK arrange for the banmportsdion, delivery and installation of all Equipment to the
location specified in the Schedule ("Location') by Equipment suppliers ("Suppliers') selected by Leasee,
Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in
the Schedule.
5.2Lessee shall accept Equipment as soon aoithas been delivered and imoperational. Lessee
shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable
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Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in
full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price*)to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions
established by Lessor ('Funding Conditions") have been satisfied, including, without limitation, the
following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b)no Event of Default
shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder(collectively, the
'Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any
Supplier; (a)the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
Lessor's Liens), (f)all representations of Lessee in the Lease remain true, accurate and complete; and (g)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor. (1) evidence of insurance coverage required by the Lease, (2) an opinion of
Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code
(UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duty authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS
Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information
previously identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted
the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the
fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each
fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to
make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases
shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.
61 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent
Payments or other payments due under a Lease and if other funds are not available for such payments,
then a "Non-Appropriation Event" shall be deemed to have occurred. If a Non-Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non-Appropriation Event and provide
written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return
to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return
Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise
available, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected
Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date' means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under a Lease,
T NO WARRANTY BY LESSOR. The Equipment Is sold "AS IS". LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT
THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN,CONDITION, USE,CAPACITY OR
DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE
FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE
AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
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Lease Tenn. Lessor hereby assigns to Lessee any manufacturers or product vmarnyndos,
express or kmpUed, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)
all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
Suppliers selected by Lessee, (b) Lessor is not e manufacturer or dealer cfany Equipment and has no
liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to
any manufacturees or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any
napnamenbmtiva of said parties is anagent of Lessor, and (e) any warranh/, nmpmemmnbation, guaranty or
agreement made byany manufacturer or Supplier urany representative of said parties shall not be
binding upon Lessor.
8. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under its Lease` title to the Equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such
Lease including,without limitation, Sections 6, 2Oand 21 hereof.
8.2Aecollateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and
all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary dmmunnenba to
evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
(UCC)financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations topay all Rent Payments and all other
amounts due and payable under all present and future Leases and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due,or existing or
hereafter arising)ofLessee under all present and future Leases.
8, PERSONAL PROPERTY All Equipment is and will remain personal property and will not be
deemed hobeaffixed orattached horeal estate orany building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it ehoU, at its sole expense: (a) repair and
maintain all Equipment in good condition and working order, in accordance with manufacturer's
instruct|ons, and supply and install all replacement parts or other devices when required to so maintain
the Equipment or when required by applicable law or regu|et|on, which parts or devices shall
automatically become part of the Equipment; and (b) use and operate all Equipment in aumrefu| manner
in the normal course of its operations and only for the purposes for which it was designed in accordance
with the mnonufaobuneeo vvananh/ requirements, and comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agx*oment. Lmamem will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. Nomaintenance or
other service for any Equipment will be provided by Lessor. Lessee will not make any alterations,
additions or irnprmvernamtm ("Improvements") to any Equipment without Lessor's prior written consent
unless the Improvements may bereadily removed without damage hothe operation, value orutility of
such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
shall automatically become part oYthe Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
permanent base will not be changed from, the Location without Lessor's prior written consent which will
not be unreasonably withheld. Upon reasonable notice to Lees*ma. Lessor may enter the Lccedkm or
elsewhere during normal business hours b`inspect the Equipment.
12. LIENS,SUBLEASES AND TAXES.
12.1Lessee shall keep all Equipment free and clear ofall Liens except those Liens created under
its Lease, Lessee ohmU not sublet or lend any Equipment or permit it to be used by anyone other than
Lessee orLessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
Equipment o/ its ownership, |easing, rental, sa(e, purchase, possession or use, upon any Lease or upon
any Rent Paymentsorany other payments due under any Lease. |fLessee fails topay such Taxes when
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due, Lessor shall have the right, but not the obligation, to pay such Taxes. IfLessor pays any such
Taxes. then Lessee shall, upon demand, immediately nsknbu/ae Lessor therefor. ~Toxmw^means present
and future taxes, k*vies, duties, assessments orother governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
limitation (a) melem, use, excise. |immnoing, registration. titUng. gross receipts, stamp and personal property
taxes, and(b) interest, penalties orfines onany ofthe foregoing.
11 RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
or in part from any reason whatsoever ("CaauaKv Loss"). No Casualty Loss hoany Equipment shall
relieve Lessee from the obligation bomake any Rent Payments ortuperform any other obligation under
any Lease. Proceeds ofany insurance recovery will beapplied toLessee's obligations under this Section
13.
112 If Casualty Loam occurs to any Equipment, Lessee ahmU immediately notify Lessor ofthe
same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 IfLessor determines that any item ofEquipment has suffered a Casualty Loss beyond repair
("Lost Equipment), than Lessee shall either: (a) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
Rent Payment date, pay Lessor(i)all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii)an amount equal to the applicable Termination Value set forth in
the Payment Schedule bothe applicable Lease. If Lessee is making such payment with respect to |eom
than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
claims, Habilitiem, pr000edingm, actions, expenses (including reasonable attorneys fees), damages or
losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use oroperation thereof. These obligations cfLessee shall survive any expiration ortermination of
any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, |iebi|dimm, proceedimgo,
actions, expenses (including attorney's faes), damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all haka
of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
Equipment. Proceeds ofany such insurance covering damage orloss ufany Equipment shallbapayable
to Lessor as loom payee. (b) The Total Amount Financed as sed forth on the Schedule A-1 does not
include the payment ofany premium for any liability insurance coverage for bodily injury and/or property
damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its sole
expense ahaAl mtall times carry public liability and property damage insurance /n amounts reasonably
satisfactory hmLessor protecting Lessee and Lessor from liabilities for injuries topemmonmanddamnagmto
property ofothers relating inany way to any Equipment. Proceeds ofany such public liability orproperty
insurance shall be payable first to Lessor as additional insured bothe extent ofits |habi|ity, and then to
Lessee.
141 All inmunamo shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
Lessor satisfactory evidence ofrequired insurance coverage and all renewals and replacements thereof.
Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any
cancellation of such policy and will require that Lessor's |nbemasbu menlo(m insured nagonJkess ofany act,
mnnr` misrepresentation, omission orneglect cfLessee. The insurance maintained by Lessee shall be
primary without any right ofcontribution from insurance which may bemaintained byLessor.
15, PURCHASE OPTION, Upon thirty(30)days prior written notice byLessee*oLessor, and molong am
there |snoEvert ofDefault then existing, Lessee shall have the option topurchase all, but not less than
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all, ofthe Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
Payments then due(including accrued interest, ifany) plus the Termination Value amount set forth on the
Payment Schedule hothe applicable Lease for such date. Upon satisfaction byLessee ofsuch purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title ho such
Equ|pment"AS'|S. WHERE-IS,'without representation or warranty by Leamor, express orimplied, except
for a representation that such Equipment is free and clear of any Liens created by Lessor.
16, LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its
Equipment, Lessee hereby represents and warrants toLessor that:
(a) Lomaeaa has full power, authority and legal right to execute and deliver the Lease and to
pedhnn its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions mfLessee's governing body;
(b)the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
binding obligation ofLessee, enforceable|naccordance with its terms;
(o) the Lease is authorized under, and the authorizmtkln, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (indudinQ, but not limited to, all
open meeting, public bidding and property acquisition laws) and all applicable judgments and court
orders;
(d) the execution, delivery and performance by Lessee ofits obligations under the Lease will not
result inabreach orviolation of, nor constitute odefault under, any agreement, lease orother instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nsduma
which may have a nnabyho| adverse effect on Lessee's obiUb/to perform its obligations under the Lease;
and
UD Lemmaa is a stote, ore political subdivision thereof, as nahernsd to in Section 103 of the Code,
and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
orapolitical subdivision thereof.
17, TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 148(o) and GeoUmn 149(e) of the
Code, as the aanws may be amended from time to time, and such compliance shall inc|ude, but not be
limited to, keeping m complete and accurate record of any assignments of any Lease and executing and
filing |nbemno| Revenue Form 8038G or 80388C. as the case may be, and any other information
statements reasonably requested byLessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, any Lease b»bmmn"arbitrage bond"within the meaning ofSection 148(e)ofthe Code orany Lease
to be a"private activity bond"within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
income taxation purposes under the Code.
(d) |fLessor either(i) receives notice, |nany form, from the |R8� or(U) reasonably determines,
based onanopinion mfindependent tax counsel selected byLessor and approved byLessee,which
approval Lessee shall not unreasonably withhold,that Lessor may not exclude the interest component uf
any Rent Payment under a Tax-Exempt Lease from federal gross income because Lessee breached a
covenant contained herein, then Lessee shall pay toLessor,within thirty(3O)days after Lessor notifies
Lessee ofsuch determination, the amount which, with respect hmRent Payments previouslypaid and
taking into account all penalties, fines, interest and additions hotax(including all federal, state and local
taxes imposed on the interest component of all Rent Payments under such Tax-Exempt Lease due
through the date oysuch event)that are imposed onLessor as aresult ofthe loss ofthe exclusion,will
restore to Lessor the same after-tax yield on the transaction evidenced by such Tax-Exempt Lease
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(assuming tax at the highest marginal corporate tax rate)that dwould have realized had the exclusion not
been lost. Additionally, Lessee agrees that upon the occurrence of such an event with respect tom
Tax-Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rentin
such amount mmwill maintain such after-tax yield boLessor. Lessor's determination ofthe amount
necessary bamaintain its after-tax yieldaoprovided inthis subsection (b)shall be conclusive(absent
manifest error). Notwithstanding anything in a Tax-Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b)shall be made only from Legally Available
Funds.
18. ASSIGNMENT.
18.1 Lessee shall not assign, bmnmhmr` p|edge, hyputhecote, nor grant any Lien on, nor otherwise
dispose of, any Lease orany Equipment orany interest inany Lease orEquipment.
18.2Lessor may assign itmhQhts. tit|eand |rderemtinandtomnyLeameormnyEquipment. and/or
may grant or assign a security interest in any Lease and its Equipment, in whole or in part,to any party at
any time. Any such assignee or lien holder(an"Assignee")shall have all of the rights of Lessor under the
applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed byLessee in
wniting, any such assignment transaction shall not no!eama Lessor from any of Lessor's obligations under
the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enfunzaebka against Laemeo only after Lessee receives a vxhtb*n notice of
assignment which discloses the name and address of each such Assignee. Lessee shall keep a
complete and accurate record of all such assignments in the homn necessary to comply with Section
149(a)ofthe Code. Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of Lease hereby agrees that: (e) the hann Secured Obligations as used in
Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the
Assigned Leases and bo exclude the obligations of Lessee under any Non-Assigned Leases; ( said
Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in. any Non-Assigned
Leases; and (c) Assignee shall exercise its hghtm, benefits and remedies as the assignee of Lessor
(including, without |bndmtion, the remedies under Section 20 of the Master Lease) moka|y with respect to
the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an
Assignee pursuant buowritten agreement; and "Non-Assigned Leases" means all Leases excluding the
Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence ofany one or
more of the following en**mis as they may relate to such Lease: (a) Lessee fails to make any Rent
Payment (or any other payment) as it becomes due in a000njanma with the terms of the Lease, and any
such ha||uma continues for ten (10) days after the due date thereof-, (b) Lessee fails to perform or observe
any ofits obligations under Sections 12.1, 14or18.1 hereof, (c) Lessee fails b) perform orobserve any
other covenant, condition or agreement to be performed or observed by /t under the Lease and such
failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor, (d) any
statement, representation orwarranty made byLessee inthe Lease orinany writing delivered byLessee
pursuant thereto or in connection therewith proves at any time to have been fa&e:, misleading or
erroneous in any material respect as of the time when made; (e) Lessee applies for orconsents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
asmeds, ora petition for relief /s filed by Lessee under any 0ademal or state bankruptcy, insolvency or
similar law, or apetition/na proceeding under any federal or state bankruptcy, insolvency or similar law is
filed against Lessee and is not dismissed within sixty(60)days thereafter, or(� Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lamsor,
20, REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more
mfthe following remedies:
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(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then
currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal
year in effect when the default occurs together with interest on such amounts at the highest lawful rate
from the date of Lessor's demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lesser in the manner set forth
in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
upon the premises where any Equipment is located and repossess such Equipment without demand or
notice, without any court order or other process of law and without liability for any damage occasioned by
such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or
more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain
the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the
applicable Schedule A-1;
(d)Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of
Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay(and Lessee agrees that it shall pay)all out-of-pocket costs
and expenses incurred by Lessor as a result (directly or indirectly) of the Event of default and/or of
Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any
costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any
other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall
operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN 4F EQUIPMENT. if Lessor is entitled under the provisions of any Lease, including any
termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to
Lessor (all in accordance with applicable industry standards) at any location in the continental United
States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens(except Lessor's Lien)and shall comply with all applicable laws and regulations. Until Equipment is
returned as required above, all terms of the applicable Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
Lessee's interest in such Equipment.
22. LAIN GOVERNING. Each Lease shall be governed by the laws of the state of the lessee(The
"State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally
delivered or mailed by certified mail to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been
received five (5) days subsequent to mailing if sent by regular or certified mail, or can the next business
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day ifsent byovernight courier, cvomthe day ofdelivery ifdelivered personally.
24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY, Within thirty(3O)days oftheir
completion in each fiscal of Lessee during any Lease Tenn. Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. Tothe extent permitted by
|uw. Lessee shall indenmnifv, hold harmless and. if Lessor requests, defend Lessor and its mhamwho|dens,
affiliates, mmnphoyee$, dealers and agents against all Claims directly or indirectly ahmiw0 out of or
connected with (a)the manufacture, installation, use, lease, possession or delivery of the Equipment, (b)
any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or(c)
any claimsofa!|sgsdbooeohbyLesmeeufth|wK8asterLmmsemrenyre|mdaddooumlent. "Claims" means
all losses, ikabilitiem, damages, penubiee, expenses (including attorney's fees and co$bu)' cloims, actions
and subm, whether in contnact, tort or otherwise, Lessee hereby appoints Lessor its true and lawful
attorney-in-fact (with full pmmxar of substitution) to prepare any inetrumnant, oed0oata of title or financing
statement covering the Equipment orotherwise protecting Lassoes irdensed in the Equipment, to sign
Lessee's name with the same force and effect as if signed by Leasee, and to file same at the proper
loostion(o); and make claims for, receive payment of, and execute and endorse all documents, checks or
drafts for loss,theft,damage or destruction to the Equipment under any insurance.
25. ANTI-MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this K8oatar Leaoe, the date of each
advance nfproceeds pursuant hothis Master Lease, the date ofany renewal, extension ormomdifioationof
this Master Lease orany Leaea, and atall times until this Master Lease and each Lease hos been
terminated and all amounts thereunder have been indefeasibly paid in full, that: (o) no Covered Entity (|)
is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession,custody or
control of Sanctioned Person; or (iii) does business /n or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any
|aw, raQulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any Lease
will not be used to fund any operations in,finance any investments or activities in, or,make any payments
to, a Sanctioned Country or Sanctioned Person in violation of any |avv, reJu/ation, order or directive
enforced by any Compliance Authority; (o) the funds used to repay any Lease are not dadxad from any
unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in
any dealings or transactions prohibited by, any laws of the United States, including but not limited to any
Anti-Terrorism Laws. Lessee covenants and agrees that itshall immediately notify Lessor inwriting upon
the occurrence ufaReportable Compliance Event.
As used herein: "Anti-Terrorism Laws" means any |ewe relating to ternzhsrn, trade sanctions
programs and embargoes, import/export licensing, money laundering, or bhbery, all as amended,
supplemented or replaced from time to time; 'Compliance Authority" means each and all of the (a) U.S.
Treasury Department/Office ofForeign Assets Control, (b) U.G. Treasury Department/Financial Crimes
Enforcement Network. (c) U.S. State DepadmentiDinectorate of Defense Trade Controls, (d) U�S.
Commerce Department/Bureau of Industry and Security. (a) U.S. |nbanna| Revenue Service, UD U.G.
Justice Department, and (g) U.8. Securities and Exchange Commission; "Covered Entity"means Lessee,
its affiliates and mubaidiehms, all guarantors, pledgors of collateral, all cmvnena ofthe foregoing, and all
brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any
Lease; "Reportable Compliance Event" means that any Covered Entity becomes a Sanctioned Person, or
is indicted, anaigned, investigated orcumbo1ia||ydetained, or receives an inquiry from regulatory orlaw
enforcement officials, in connection with anyAnti'Tenohmmn Law orany predicate crime 0o any Anti-
Terrorism Lmw, or self-discovers facts or circumstances implicating any aspect of its operations with the
actual orpossible violation ofany Anti-Terrorism Law; "Sanctioned Country" means mcountry subject hoa
sanctions program maintained by any Compliance Authority; and "Sanctioned Person' means any
individual person, group, regime, entity orthing Umbad or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions(including
but not limited to the blocking of property or rejection of transactions), under any order or directive of any
Compliance Authority or otherwise subject to, or specially designated under, any sanctions program
maintained byany Compliance Authority.
26. USA PATRIOT ACT NOTICE.
Tohelp the government fight the funding ofterrorism and money laundering activities, Federal law requires
-8 -
all financial institutions bzobtain, verify and record information that identifies each lessee that opens an
account What this means: when Lessee opens an accourd. Lessor will ask for the business name,
business mddnaem, taxpayer identifying number and other information that will allow Lessor to identify
Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need
to ask for identifying information and documentation relating to certain individuals associated with the
business ororganization.
27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience
of reference only and do not define or limit the scope of any provision of any Lease.
28. EXECUTION IN COUNTERPARTS. Each Schedule tothis Master Lease may beexecuted in
several counte¢adm, each of which shall be deemed an original, but all of which mhmU be deemed one
instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original' and all other
counterparts shall bedeemed duplicates. Anassignment oforsecurity interest imany Schedule may be
created through transfer and possession only of the counterpart marked"Lessor's Original."
29. ENTIRE AGREEMENT;WRITTEN AMENDMENTS. Each Loame,together with the exhibits attached
thereto and made part hereof and other attachments thereh), and other documents orinstruments
executed byLessee and Lessor inconnection therewith, constitute the entire agreement between the
parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified,
amended, altan*d, or changed except with the written consent of Lessee and Lessor. Any provision of
any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder ofthe Lease.
30. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty
tractor understands that when using a heavy-duty tractor to pull a 53-hoot or longer box-type trailer on a
highway within California, the heavy-duty tractor must be compliant with sections 95300-95312, title 17,
California Code of Reaulations, and that it is the responsibility of the Lessee to ensure this heavy-duty
tractor is compliant. The nagubdiunm may require this heavy-duty tractor to have low-rolling-resistance
tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologiesphorto
current or future use in California, or may entirely prohibit use of this tractor in California if it is a model
year 2O11orlater tractor and ianot aU.S. EPA GmarKKayCertified Tractor.
(b) |fthe equipment leased pursuant tothe Lease imatrailer, the Lessee ofthis box-type trailer
understands that when using oheavy-duty tractor topull a53-hoodorlonger box-type trailer on a highway
within California, the box-type trailer must be complaint with sections 95300-95312, title 17, California
Regulations,Code of and that it is the responsibility of the Lessee toensure this box-type trailer is
compliant. The regulations may require this trailer to have low-rolling-resistance them and aerodynamic
technologies that are U.G. Environmental Protection Agency SmurhNayVer0nd Technologies prior to
current orfuture use inCalifornia.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does riot prohibit the Lessee
from modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California Heavy-
Duty Vehicle Greenhouse Gas Emission Reduction Regulation.
Citv of Redlands Oshkosh Cagital
By: 4Z9 y
Title: Title
35 Cajon Street, Suite 12 165East Broad Street, 84'B23U-QG-7
Redlands, CA92373 Columbus, OF143215
- 9 -
LEASE SCHEDULE NO. 180491000
Dated AsOfMarch 4. 2U14
This Lease Schedule (this "Schedule") is attached and made a part of the Master Lease-Purchase
Agreement referenced below, together with all exhibits, schedules, addenda` and other attachments thereto,
executed by Lessee and Lessor(the^Laase")' Unless otherwise defined henain, capitaftmdterms will have the
same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are
incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and
this Schedule,the terms ofthis Schedule shall control.
Master Lease-Purchase Agreement dated March 4. 2O14
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
Schedule A-1 attached to this Schedule and all aMachmenbo. Vdditiona, accessions, parts, repoire,
improvements, replacements and substitutions thereto.
2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lssmor, the
commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1
attached tothis Lease Schedule.
3. ESSENTIAL USE; CURRENT INTENT OF LESSEE' Lessee napnsaentm that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the
full Lease Term: bouse the Equipment; hocontinue this Lease; and (if applicable) bomake Rent Payments if
funds are appropriated ineach fiscal year byits governing body.
4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LE8SOR, LESSEE AGREES THAT (A)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD
WORKING ORDER AND COMPLIES WITH ALL PURCHASE URDERS, CONTRACTS AND
SPECIFICATIONS; (L) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AG-!G.
WHERE I8^;AND(D) LESSEE WAIVES ANY RIGHT D] REVOKE SUCH ACCEPTANCE.
5. BANK QK0AUFUED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED
TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 365(b)(3) OF THE CODE, THAT IT HAS
NOT DESIGNATED MORE THAN $10.000.000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND
THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS
TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10.000.000.
6. RE-AFFIRMATION OFTHE MASTER LEASE-PURCHASE AGREEMENT. Lessee hereby re-affirms all of
its nopnasentedpne, warranties and obligations under the Master Lease Purchase Agreement (including,
without [hnitmtion, its obligation to pay all Rental Poymento, its disclaimers in Section 7thereof and its
representations inSection 6.1and 16 thereuh.
Schedule A-1
1. EQUIPMENT LOCATION &DESCRIPTION:
City of Redlands
525 E. Citrus Ave 10 W. Pennsylvania Ave
Redlands, CA 92374 Redlands, CA 92374
San Bernardino County
2015 Pierce Arrox XT PUC VIN#
2015 Pierce Arrow XT PUC \AN#
2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date: March 4. 2014
(b) Amount Financed:
i. Equipment Purchase Price $ 1,140,281.56
ii. Sales Tax $87377.77'
Prepay Discounts $44.628.00
Trade In $qm
HL Total Amount Financed (Cash Sale Price minus $1181031.32
Purchase Price Deductions)
(C) Payment Schedule:
Accrual Date: March 4, 2014
Rent Payment Rent Payment Rent Payment Interest Principal Portion Termination
Number Date Amount Portion Value
1 8/4/2015 136,923.71 32,533.36 104,390.36 1,111,000.19
2 3/4/2016 136,923.71 29,662.62 107,261.09 1,800,521.27
3 3/4/2017 136,923.71 26712.94 110\210.77 887,004.17
4 3/4/2018 136,923.71 23,682.14 113,241.57 770355.36
S 3/4/2019 136,923.71 20,560.00 116,35S.71 650,518.97
6 3/4/2020 136923.71 17,388.22 119,55S.49 527,376.82
7 3/4/2021 136,923.71 14,080.45 122,843.26 400,848.26
D 3/4/2022 136,923.71 10,702.28 126,221.4S 270,840.17
9 3/4/2023 136,923,71 7,231.17 129,692.54 137,256.05
10 3/4/2024 136,923.71 3,664.83 133,259.08 1.00
VEHICLE SCHEDULE ADDENDUM
Dated As Of March 4, 2014
Lease Schedule No. 180491000 Dated March 4, 2014
Lessee: City of Redlands
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase
Agreement identified in the Lease Schedule("Master Lease") by and between Oshkosh Capital("Lessor)
and the above Lessee(`Lessee"). This Addendum amends and modifies the terms and conditions of the
Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease shall have the same meaning when used herein.
NOW THEREFORE, as part of the valuable consideration to induce the execution of the
Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under
applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted
by law,
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the
first and sole lien on or security interest in such unit of Equipment;
(b)the public liability and property damage insurance required by the terms of the paragraph titled
"Insurance in the Master Lease shall be in an amount not less than $1,000,000.00 per person insured and
$2,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a
bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be
reasonably required by Lessor)and $1,000,000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to
operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents
of Lessor;and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as
required by applicable State law with Lessor noted as lien holder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor,
the Schedule remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
Citv of fQlands Oshkosh Capital
("Les e" ("Lessor")
gy- By:
z
N w,
Title:
Title:
CERTIFICATE OF INCUMBENCY
Lessee: City of Redlands
Lease Schedule No.: 180491 QOq Dated: March 4, 2014
1, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.)
oavc 96�- a aV
Name Title Signat
Atsn-Rabo
As-
Name Title sibrr6ture
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such
Lessee as of the date set forth below.
i [SEAL]
Signature of Secret ry/Clerkof Lessee
Print Name-
Official Title: or
-4
'ea'" ..
Date:
RESOLUTION NO. 7367
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS,
CALIFORNIA, APPROVING A LEASE-PURCHASE AGREEMENT WITH
OSHKOSH CAPITAL
WHEREAS, the City of Redlands ("City"), hereinafter sometimes referred to as
the "Lessee," and the principal amount expected to be financed is One Million One
Hundred Eighty Three Thousand Thirty Two Dollars ($ 1,183,032.00); and
WHEREAS, the City is a political subdivision of the State of California and is
duly organized and existing pursuant to the Constitution and laws of the State of
California;and
WHEREAS, pursuant to applicable law, the City Council of the City of Redlands
("City Council") is authorized to acquire, dispose of, and encumber real and personal
property, including, without limitation, rights and interests in property, leases and
easements necessary to the functions or operations of the City; and
WHEREAS, the City Council hereby finds and determines that the execution of
one or more Master Lease-Purchase Agreements ("Leases") in the principal amount not
exceeding the amount stated above for the purpose of acquiring the property
("Equipment"}to be described in the Leases is appropriate and necessary to the functions
and operations of the City; and
WHEREAS, Oshkosh Capital ("Lessor") shall act as Lessor under said Leases;
NOW, THEREFORE, be it resolved by the City Council of the City of Redlands
as follows:
Section 1. The City Council hereby authorizes City's City Manager, and the City
Manager's designee, to negotiate, enter into, execute, and deliver one or more Leases in
substantially the form set forth in Exhibit "A" to this Resolution, and to negotiate, enter
into, execute, and deliver such other documents relating to the Leases as the City
Manager deems necessary or appropriate.
Section 2. The aggregate original principal amount of the Leases shall not exceed
the amount stated above and shall bear interest as set forth in the Leases and the Leases
shall contain such options to purchase by the City as set forth therein.
Section 3. The City's obligations under the Leases shall be subject to annual
appropriation or renewal by the City Council as set forth in each Lease and the City's
under the Leases shall not constitute general obligations of the City or indebtedness under
the Constitution or laws of the State.
Section 4. As to each Lease, the City reasonably anticipates to issue not more
than $10,000,000 of tax-exempt obligations (other than "private activity bonds" which
are not "qualified 501(c)(3) bonds") during the calendar year in which each such Lease is
issued and hereby designates each Lease as a qualified tax-exempt obligation for
purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended.
l:\ca\Reso\7367 OshKosh Capital bease.doc
Section 5. This Resolution shall take effect immediately upon its adoption.
ADOPTED, SIGNED}AND APPROVED this 4th day of March, 2014.
CITY OF REDLANDS OSHKOSH CAPITAL
Pete Aguilar,Mayor Authorized Representative
ATTEST:
Sam burin,City Lerk
IAca\Resot73b7 OshKosh Capital Lease.
1, Sam Irwin, City Clerk of the City of Redlands, hereby certify that the foregoing
resolution was adapted by the City Council at a regular meeting thereof held on the 4th
day of March,2014 by the following vote:
AYES: Councilmembers, Harrison, Foster, Gardner, Gilbreath; Mayor Aguilar
NOES: None
ABSTAIN: None
ABSENT: None
Sam Irwin,City Clerk
i
L\cclerk\Rcw Aions\Rcs 7300-7399\7367 OshKosh Capital Lease.doc
Office of the Daniel J. McHugh
City Attorney
City Attorney dmchu ncityofredlands.org
City of Redlands
March 5, 2414
Oshkosh Capital
155 East Broad Street
B4-B230-05-7
Columbus, OH 43215
Re: Lease Schedule No. 180491000 date March 4, 2014, together with its Master
Lease-Purchase Agreement dated March 4, 2014, by and between the above-
named Lessee and the above-named Lessor.
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Master
Lease-Purchase Agreement and all other agreements described above or related thereto
(collectively, the "Agreements") and various related matters, and in this capacity have
reviewed a duplicate original or certified copy of the Agreements and such other documents
as I have deemed necessary for the purpose of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of California (the "State") duly
organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the
Agreements, and to carry out its obligations thereunder and the transactions
contemplated thereby.
3. The Agreements and all other documents related thereto have been duly
authorized, approved and executed on behalf of Lessee, and each of the
Agreements is a valid and binding contract of Lessee enforceable in accordance
with its terms, except to the extent limited by State and federal law affecting
creditor's remedies and by bankruptcy, reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other
proceedings of Lessee relating to the transactions contemplated thereby have been
performed in accordance with all applicable Local, State and federal laws
(including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before
any court, administrative agency or governmental body that challenges: the
organization or existence of Lessee; the authority of its officers; the proper
authorization, approval and execution of any of the Agreements or any documents
P.O. Box 3005 - Redlands, CA 92373 - (909) 798-7595 - FAX (909) 798-7503
1 Aca\djm\Ltrs'`20141Form of Opinion-Oshkosh CapitaLdoc
Oshkosh Capital
Re: Form of Opinion of Counsel
Page 2
relating thereto; the appropriation of monies to make payments under the
Agreements for the current fiscal year; or the ability of Lessee otherwise to
perform its obligations under the Agreements and the transactions contemplated
thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the
Internal Revenue Code of 1986, as amended, and the related regulations and
rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Sincerely,
Daniel J. McHugh
City Attorney
cc: N. Enrique Martinez, City Manager
Jeff Frazier, Fire Chief
INSURANCE COVERAGE DISCLOSURE
Oshkosh Capital, LESSOR
City of Redlands, LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1, In accordance with the Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement
identified in the Lease Schedule("Master Lease"), Lessee certifies that it has instructed the insurance
agent named below(please fill in name, address, and telephone number):
Roberta Peurifoy (909) 793-2373
Hub International Insurance Services
470 Highland Ave, Redlands, CA 92373
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the [eased Equipment evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss Payee.
Coverage Required:Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital and/or its
assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to Oshkosh Capital, 155 East Broad Street, B4-B230-05-7,
Columbus,OH 43215,prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the
Agreement, that it is lawfully self-insured for, (check to indicate coverage)
a.All risk, physical damage in the amount specified in 1(a)above.
b. Public liability for not less than the amounts specified in 1(b}above.
Lessee has attached a signed letter describing self-insurance.
LESSEE: City of Redlands
Kimbeffee J 8`2'"By: 2 14,021408:25,32-OSW Title: Human Resources / Risk Manager
THREE PARTY AGREEMENT
Dated as of March 4, 2014
'Lessee'means City of Redlands
"Schedule"means Lease Schedule No. 180491000 Dated March 4, 2014, together with its Schedule A-1
Reference is made to the Lease Schedule ("Schedule") and to the Master Lease-Purchase
Agreement CMaster Lease") identified in said Lease Schedule, described above between Oshkosh
Capital("Lessor)and the Lessee identified above which relates to Equipment described in Schedule A-1
to the Lease Schedule attached therein ("Equipment") to be supplied by Pierce Manufacturing Inc.
("Supplier"). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee,
Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that
the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by
Lessee for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery
and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in
said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $1,140,281.56
Sales Tax: $87,377.76
Vendor Discounts: $44.628.00
Advance Payment Date: March 4.2014
3. Upon execution of the Lease Schedule and delivery of all documents relating thereto required by
Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it
shall pay the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that
the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in
the Lease Schedule notwithstanding the delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $am
Amount Financed: $1,181031,32
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery
Date set forth below.
Anticipated Delivery Date: December 4, 2014
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside
Delivery Date set forth below and that such Equipment shall comply with all specifications and
requirements of Lessee and with the terms and conditions of any purchase order/purchase
agreement relating thereto.
Outside Delivery Date: February 4, 2015
5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph
4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the "Delayed
Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to such
Delayed Equipment,then Supplier hereby agrees as follows only for the Delayed Equipment:
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the Lessee
Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor for the
Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment; and
(c) "Prime Rate' means the prime rate of interest as published from time to time in the Wall Street
Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the
Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant
to subparagraph 4(b) of this Agreement. The new payment obligation will be determined based on the
amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of
the date of Lease commencement.
6. If Supplier makes the payments described in paragraph 5 above for the Delayed Equipment under
the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under
the Lease Schedule as of such payment date for the Delayed Equipment, then Lessee and Lessor agree
that the Lease Schedule shall terminate as of the date of such payments by Supplier as to the Delayed
Equipment only. Lessee's obligations shall continue unabated for the Equipment that was delivered
pursuant to subparagraph 4(b)of this Agreement.
7. Supplier agrees that a Performance Bond will be issued which names the Supplier as Principal, the
Lessee as Obligee and the Lessor as Additional Obligee. This Performance Bond will apply solely to the
terms and conditions of the purchase order/purchase agreement, including related equipment
specifications and warranties, as issued by the lessee and accepted by the Supplier. The "Contract
Date" referred to in the Performance Bond shall be the date of the Three Party Agreement. Except as
expressly set forth herein, the Lease Schedule and the terms and conditions of the purchase
order/purchase agreement for the equipment remain unchanged and in full force and effect.
8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby
execute and deliver this Agreement as of the date first written above.
Citv of Redlands Oshkosh Capital
("Lesse ("Lessor)
By:
—4S44."4 "O�1011�L By:
Af 75
TitleTitle:
Pierce Manufacturing Inc.
("Supplier"
Title:
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) ►Under internal Revenue Code section 149(6) OMB No.1545-0720
lo-See separate instmetbns.
Department of the Treasury
Internal Revenue Service Caution: P
CtiIf the issue rice is under$100,000,use Form 8038-GC.
R2porting Authority If Amended Return,check here ► ❑
1 Issuers name 2 Issuer's employer identification number(EIN)
City of Redlands 95-6000766
38 Name of person(other than suer}with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box if mall is not delivered to street address) Room/suite 6 Report number(For/RS Use Only)
35 Cajon Street Suite 12 13
6 City,town,or post office,state,and ZIP code 7 Date of issue
Redlands,CA 92373 3/4/2014
8 Name of issue 9 CUSIP number
Lease*180491000
108 Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
Tina Kundig 909.798.7543
JAM Type of Issue (enter the issue price).See the instructions and attach schedule. _
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . 14 1,183,031 32
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe ► 18
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . ► ❑
If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . ► ❑
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ►
Description of Obligations.Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted
price at maturity average maturity (e)YfeId
21 3/4/2024 1,183,031.32 1,183,031.32 10 ears 2.760 %
Uses of Proceeds of Bond Issue(including underwriters'discount _
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 _
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 1,183,031 32
24 Proceeds used for bond issuance costs(including underwriters'discount). . 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues . . . . . . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 1 1,183,031 32
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . ► Yew
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . ► years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYY`/) ►
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYy)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
lMiscelianeous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) . . . . . .
b Enter the final maturity date of the GIC►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans _`
to other governmental units . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box 1► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the Elhl of the issuer of the master pool obligation
d Enter the name of the issuer of the master pool obligation h
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(Ill)(small issuer exception),check box . . . ► Q
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider 11,
c Type of hedge►
d Term of hedge ON-
42
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑
44 If the'issuer has established written procedures to monitor the requirements of section 148,check box . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . 0-
b
b Enter the date the official intent was adopted►
Under les of ped u ,i declare that i have examined this return and accompanying schedules and statements,and to the hest of my knowledge
`Signature and bei' , ,cameo,and comp te.I further lane that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and prod th' re o the�person that auth
Consent
IF ignature of i suthafzd6 representative Da Type or print name and title
Paid Printtfype s name Preparer's signature Date Check❑ if PTIN
Preparer I self-employed
Use Only Firm's name 10. Firm's EIN ►
Firm`s address ► phone no.
Form W38-G(Rev.9-2011)
MINUTES: of a regular meeting of the City Council of the City of Redlands held in the
Council Chambers, Civic Center, 35 Cajon Street, on March 4, 2014, at
5:00 P.M.
PRESENT: Pete Aguilar, Mayor
Paul Foster, Mayor Pro Tem
Jon Harrison, Councilmember
Bob Gardner, Councilmember
Pat Gilbreath, Councilmember
ABSENT: None
STAFF: Enrique Martinez, City Manager; Dan McHugh, City Attorney; Sam Irwin, City
Clerk; Robert Dawes, City Treasurer; Carl Baker, Public Information Officer; Jeff
Frazier, Fire Chief; Mark Garcia, Police Chief; Danielle Garcia, Chief
Information Officer; Fred Mousavipour, Municipal Utilities and Engineering
Director•, Fred Cardenas, Quality of Life Director; Tina Kundig,Finance Director;
Oscar Orci, Development Services Director; Amy Martin, Human Resources
Director
Mayor Aguilar called the meeting to order and offered those present the
opportunity to provide public comment on any item on the agenda for the closed
session.
PUBLIC COMMENT:
None forthcoming
CLOSED SESSION:
1. Conference with legal counsel: Existing Litigation — Government Code
§54956.9(d)(1) Two Cases
a. Workers' Compensation Proceeding of Michael Rinehart
b. City of Redlands v. Shell Oil Company, et al., San Bernardino County
Superior Court Case No. SCVSS 120627
The meeting reconvened at 6:03 P.M. with an invocation by Councilmember
Gardner followed by the pledge of allegiance to the American flag led by Boy
Scout Robert Cranfill of Troop 3.
CLOSED SESSION REPORT:
City Attorney McHugh announced no reportable action was taken by the City
Council during closed session.
March 4,2014
Page 1
PRESENTATIONS:
Redlands Animal Shelter — Animal Control Officer Bill Miller, introduced
"Ringo", a ten-year old male Labrador/Greyhound mix, who is available for
adoption at the Redlands Animal Shelter. Officer Miller informed the Council
twenty-eight dogs and ten cats have been adopted since the last City Council
meeting.
Recognition Awards — Mayor Aguilar and Councilmember Gilbreath presented
the Congressional Award, the United States Congress' award for young
Americans, to Patrick Battey for his many hours of volunteer work with the
Redlands Conservancy and the Inner City Goes Outdoors Program.
Hometown Heroes Recognition — In recognition of their participation in the
Redlands Hometown Heroes Program, Mayor Aguilar and Mayor Pro Tern Foster
presented certificates of appreciation to family members of sixteen Redlands
residents serving in the armed forces. Banners, bearing the name and likeness of
each military member, which had flown over the streets of Redlands for the past
two years,were also presented to the families.
Community Service Recognition — Mayor Aguilar presented a proclamation to
Kristin Saukel in recognition of her eight years of dedicated service as President
of the Friends of Prospect Park (FOPP). Her service to the community was
further recognized in a plaque, presented by Andrew Hartzell representing the
current members of the FOPP Board of Directors.
PUBLIC COMMENT:
Political Science Assignment — Dwayne Watson outlined the requirements laid
out in an assignment from his political science professor at Crafton Hills College.
He requested proof of his attendance at the evening's meeting.
Animal Shelter Support — Andrew Hoder presented a narrative of his efforts in
support of the Redlands Animal Shelter subsequent to a plea for dog food
mentioned at a previous City Council meeting. He suggested more people should
donate to the shelter.
CONSENT CALENDAR.:
Minutes - On motion of Mayor Pro Tern Foster, seconded by Councilmember
Gardner, the City Council unanimously approved the minutes of the regular
meeting of February 18, 2014 as submitted.
Proclamation - On motion of Mayor Pro Tern Foster, seconded by
Councih-nember Gardner, the City Council unanimously approved a proclamation
commending James A. Rich, Cub Master, Boy Scouts of America, Grayback
District of the California Inland Empire Council, Troop 24, with appreciation and
gratitude upon his retirement.
March 4,2014
Page 2
Proclamation — On motion of Mayor Pro Tern Foster, seconded by
Councilmember Gardner, the City Council unanimously approved a proclamation
recognizing Kristin Saukel for her many years of service to the Redlands
community.
Proclamation — On motion of Mayor Pro Tern Foster, seconded by
Councilmember Gardner, the City Council unanimously approved a proclamation
recognizing Gregory Kenneth Baugh for his tremendous service to the youth of
the Redlands community.
Fee Waiver - On motion of Mayor Pro Tem Foster, seconded by Councilmember
Gardner, the City Council unanimously approved a request from the Kiwanis
Club for a waiver of all fees associated with the 2014 Run Through Redlands
event to be held on April 20-21, 2014.
Fee Waiver - On motion of Mayor Pro Tern Foster, seconded by Councilmember
Gardner, the City Council unanimously approved a request from the Redlands
Bicycle Classic Committee for a waiver of all fees associated with the 29th Annual
Redlands Bicycle Classic event to be held on April 3-6, 2014.
Fee Waiver - On motion of Mayor Pro Tem Foster, seconded by Councilmember
Gardner, the City Council unanimously approved a request from the Inland
Empire Lighthouse for the Blind, Inc. for a waiver of all fees associated with the
2nd Annual Cruise for Sight event to be held on April 27, 2014.
Fee Waiver - On motion of Mayor Pro Tem Foster, seconded by Councilmember
Gardner, the City Council unanimously approved a request from the Shiloh
Messianic Congregation of Redlands for a waiver of all fees associated with the
March of Remembrance event to be held on April 27, 2014.
Fee Waiver - On motion of Mayor Pro Tem Foster, seconded by Councilmember
Gardner, the City Council unanimously approved a request from the Boys and
Girls Club of Redlands for a waiver of all fees associated with the use of the
Redlands Community Center Gymnasium.
Rebate Program Appropriation - On motion of Mayor Pro Tern Foster, seconded
by Councilmember Gardner, the City Council unanimously approved an
additional appropriation in the amount of $25,000 to the Redlands Efficiency
Rebate Program for FY 2013-2014.
Testing Battery - On motion of Mayor Pro Tem Foster, seconded by
Councilmember Gardner, the City Council unanimously approved an agreement
between the City of Redlands and Peace Officers Standards and Training (POST)
for the use of an entry-level dispatcher selection test battery.
Surrounding Jurisdictions' Projects - A notice has been received concerning the
recent filing of a development proposal by Alabama Venture 1, L.P. for a
conditional use permit to develop a 311,255 square foot ware-house building on
16.28 acres located near the southwest comer of Alabama Street and San
March 4,201 4
Page 3
Bernardino Avenue. On motion of Mayor Pro Tem Foster, seconded by
Councilmember Gardner, the City Council unanimously agreed to receive and file
a notice of environmental actions and pending projects received from area
jurisdictions.
UAC Advertisement - On motion of Mayor Pro Tern Foster, seconded by
Councilmember Gardner, the City Council unanimously approved the
advertisement for applications to the 2014 Utility Advisory Committee (UAC) to
review water and wastewater rates.
COMMUNICATIONS:
Mid-Year Budget Review — Finance Director Tina Kundig provided an overview
of General Fund revenue and expenditure activity through January 31, 2014. The
City Manager and staff are expecting the City's General Fund budget to remain
on-target and in balance by year-end. No changes to budgeted line items are
being recommended at this time. Changes may be expected to occur during the
next several months as departments review and revise their budgeted projections
for Fiscal Year (FY) Ending June 30, 2014 and develop their budget requests for
FY 2014-2015. Changes to the current year budget and requests for the upcoming
budget year will be brought to the City Council with the FY 2014-2015 Proposed
Budget.
Parklet Pilot Protect — Councilmember Harrison introduced the concept of
parklets for the City of Redlands. Parklets repurpose part of the street or public
right of way into a public space for people. They are intended as aesthetic
enhancements to the streetscape, providing an economical solution to the need for
increased public open space in commercial areas. They also provide amenities like
seating, planting, bike parking, and art. While parklets are typically funded and
maintained by neighboring businesses, residents, and community organizations, they
are normally publicly accessible and open to all. As public comment, Andrew Hoder
expressed concerns about the impact of parklets on the limited parking in downtown
Redlands. Ryan Berk and Marlisa Hodgia both expressed support for the parklet
concept and encouraged implementation of a pilot project. On motion of
Councilmember Harrison, seconded by Mayor Pro Tem Foster, the City Council
unanimously agreed to direct staff to support a citizens' group preparing materials
to be used in conducting a Redlands Parklet Pilot Project.
Library Air Conditioning — On motion of Mayor Pro Tem Foster, seconded by
Councilmember Gardner, the City Council approved the allocation of funding not
to exceed$120,000 from the Other Public Benefit category of the Palmetto Grove
sale proceeds for the repair or replacement of the HVAC system at the A.K.
Smiley Public Library. Councilmember Harrison stated his support for the repair
or replacement of the HVAC system, but took issue with the motion's source of
funds and voted No.
SCAG Conference Delegate—On motion of Mayor Pro Tent Foster, seconded by
Councilmember Gardner, the City Council unanimously approved
Councilmember Harrison as the Primary Delegate for the 2014 Southern
March 4,2014
Page 4
California Association of Governments Regional Conference and General
Assembly meeting to be held on May 1-2, 2014 in Indian Wells, California. No
Alternate delegate was designated for the City of Redlands.
Park Lighting and Loan Pav Off — Councilmember Gardner introduced two
initiatives for the utilization of proceeds from the sale of the Nevada-Palmetto
Grove. As public comment, Gail Howard and Mario Saucedo expressed support
for pathway and athletic lighting at various city parks. On motion of
Councilmember Gardner, seconded by Mayor Pro Tern Foster, the City Council
unanimously approved an additional appropriation of $250,000 from the Nevada-
Palmetto Grove land sale proceeds designated under the Parks and Recreation
category to install new pathway and athletic lighting at Brookside, Crafton, and
Texonia Parks. On motion of Councilmember Gardner, seconded by Mayor Pro
Tern Foster, the City Council voted to authorize an additional appropriation of
$201,352 plus interest accruing through March 4, 2014 from the Nevada-Palmetto
Grove land sale proceeds designated under the agricultural open space category to
pay off an existing General Fund loan to the Citrus Enterprise Fund. Councilmember
Gilbreath voted No on the motion stating her opinion that the loan payoff is an
inappropriate use of the Nevada-Palmetto Grove funds.
NEW BUSINESS:
Parts Smpplier Change — Quality of Life Director Fred Cardenas explained that,
due to a nonresponsive bid situation, a need exists to change vendors for the
supply of vehicle repair parts. On motion of Councilmember Gilbreath, seconded
by Mayor Pro Tem Foster, the City Council unanimously approved the rescission
of an annual purchase order with O'Reilly Auto Parts and the establishment of an
annual purchase order, in the amount of$60,000, with P& S Truck Center for the
supply of vehicle repair parts.
Ordinance No. 2797 — Purchasing and Disposition of Surplus Property —
Purchasing Manager Dana Abramovitz-Daniel provided details on the need for
procedural changes governing City purchasing and the disposition of surplus
personal property. On motion of Mayor Pro Tern Foster, seconded by
Councilmember Gardner. the City Council unanimously approved the
introduction of Ordinance No. 2797 amending Chapters 2.15 and 2.16 of the
Redlands Municipal Code relating to the execution of City documents and the
City's regulation governing the purchasing and disposition of surplus personal
property,respectively.
CERT Trailer—Emergency Operations Manager Fay Glass outlined a proposal to
acquire a Community Emergency Response Team (CERT) training trailer. On
motion of Mayor Pro Tem Foster, seconded by Councilmember Gardner, the City
Council unanimously approved the acceptance of a CERT training trailer and its
contents from the Riverside Urban Area Security Initiative Program and
authorized the City Manager, or his designee, to execute the material transfer
agreement for said acceptance.
March 4,2014
Page 5
Grant Acceptance - Emergency Operations Manager Fay Glass described a plan
to use Department of Homeland Security, Federal Emergency Management
Agency 2013 State Homeland Security Grant funds to expand the current
redundant high speed Amateur radio digital data and digital voice systems for the
eastern cities of San Bernardino County. On motion of Mayor Pro Tern Foster,
seconded by Councilmember Gardner, the City Council unanimously approved
the acceptance of grant funds from the Department of Homeland Security, Federal
Emergency Management Agency 2013 State Homeland Security Grant in the
amount of $71,900.00; and authorized an additional appropriation to the
Emergency Preparedness Division.
CDBG Reprogramming—Janet Miller, of the Development Services Department,
summarized events leading to a release of Community Development Block Grant
(CDBG) funds back to the City of Redlands from the YMCA of the East Valley
and recommended Family Services Association (FSA) of Redlands as the
recipient agency for the reprogramming of the funds. As public comment, Jerry
Bean,President of FSA,thanked the City Council for their support and introduced
Myra Stewart, the new Executive Director of FSA. On motion of Mayor Pro Tern
Foster, seconded by Councilmember Gardner, the City Council unanimously
agreed to authorize staff to reprogram $3,000 in CDBG funds to FSA of Redlands
for homeless prevention services.
CDBG Plan Amendment-Janet Miller, of the Development Services Department,
introduced a plan use of unallocated Community Development Block Grant
(CDBG) funds. On motion of Mayor Pro Tern Foster, seconded by
Councilmember Gardner, the City Council unanimously agreed to direct staff to
make a Substantial Amendment to the City's 2013-2014 CDBG One-Year Action
Plan available for public review for a period of 30 days in accordance with the
City's Citizen Participation Plan guidelines of the 2009-2014 CDBG Five-Year
Consolidated Plan to include a New Sidewalks and ADA Ramps Infill Project in
the amount of$570,000 and to return to City Council on April 15, 2014 for final
approval of the Substantial Amendment.
20142015 CDBG Year—At the request of staff, this item was removed from the
agenda for consideration at a later date.
Contract Termination — Chief Information Officer Danielle Garcia explained the
rationale for terminating City contracts with Avaya, Inc. As a result of the
replacement of the City staff phone system, approved by City Council on
February 4, 2014, Avaya, Inc. services associated with maintenance of the current
phone system are no longer required. On motion of Mayor Pro Tern Foster,
seconded by Councilmember Gardner, the City Council unanimously agreed to
authorize staff to send a notice of termination of the twelve contracts between the
City of Redlands and Avaya, Inc. for the provision of maintenance services
associated with the City's current phone system.
March 4,2014
Page 6
WAN Services— Chief Information Officer Danielle Garcia highlighted the voice
and data network requirements of the Information Technology Master Plan to
include the implementation of and subscription to a wide area network (WAN).
On motion of Mayor Pro Tem Foster, seconded by Councilmember Gardner, the
City Council unanimously agreed to authorize the City Manager, or his designee,
to execute an agreement between the City of Redlands and Verizon Business
Network Services, Inc. to provide WAN services for an amount not-to-exceed
$65,800 per year for a five-year term.
IT Staffing Plan—Chief Information Officer Danielle Garcia summarized a report
of a plan to address the capacity gaps present in the current staffing model within
the Information Technology (IT) Department. On motion of Mayor Pro Tem
Foster, seconded by Councilmember Gardner, the City Council unanimously
agreed to receive and file the report.
Resolution No. 7365 — Salaries — Human Resources Director Amy Martin
summarized changes in the employee salary schedule. On motion of Mayor Pro
Tem Foster, seconded by Councilmember Gardner, the City Council unanimously
approved Resolution No. 7365 establishing a salary schedule and compensation
plan for the employees of the City of Redlands and rescinding Resolution No.
7297.
Insurance Provider - Human Resources Director Amy Martin presented the
renewal of a medical insurance agreement. On motion of Mayor Pro Tem Foster,
seconded by Councilmember Gardner, the City Council unanimously approved
the renewal of an agreement between the City of Redlands and HealthNet for
medical insurance coverage for employees and their dependents in the Redlands
Police Officers Association and the Redlands Association of Safety Management
Employees.
Inspection Services —Municipal Utilities and Engineering (MUED) Director Fred
Mousavipour presented a need for inspectors to assist the City in providing public
works inspection services to deliver many important capital improvement projects
and programs including water, sewer, and paving projects. On motion of Mayor
Pro Tem Foster, seconded by Councilmember Gardner, the City Council
unanimously approved a professional services agreement between the City of
Redlands and Parsons Brinckerhoff for public works inspection services for
MUED in the amount of $400,000 and authorized the Mayor to execute the
agreement.
Resolution No. 7367 — Fire Truck Procurement — Fire Chief Jeff Frazier defined
the need for the acquisition of replacement fire engines based on escalating cost
of repairs of the current aging fleet. He proposed a plan for a lease with option to
purchase for two Type I structural fire engines at a total cost of$1,369,238 to be
paid over a ten year period. On motion of Mayor Pro Tem Foster, seconded by
Councilmember Gardner, the City Council unanimously approved Resolution No.
7367 authorizing the City Manager and his designee to negotiate, execute and
deliver one or more leases with option to purchase, with Oshkosh Capital, for the
March 4,2014
Page 7
purchase and equipping of two (2) Type I structural fire engines for the Redlands
Fire Department, and authorized the purchase of the engines from Pierce
Manufacturing Inc.
COUNCILMEMBER ANNOUNCEMENTS AND ACTIVITIES:
Healthy Redlands—Councilmember Gilbreath announced the next meeting on the
Healthy Redlands program will be held in the Council chambers at 4:00 P.M. on
Thursday, March 27, 2014.
SCAG— Councilmember Harrison announced the Southern California Associated
Governments (SCAG) will meet on Thursday, March 6, 2014 to discuss water
issues which may be of interest as it relates to water initiatives being considered
by the City of Redlands.
Sustainabilijy Fair — Councilmember Harrison announced the Redlands
Sustainability Fair will be held at the University of Redlands, beginning at 10:00
A.M.,on Saturday, March 29, 2014.
Redlands Rail — Mayor Aguilar announced the City of Redlands will be the host
for a meeting of the Rail to Redlands Ad Hoc Committee, formed by County
Supervisor James Ramos, which will be held in the City Council chambers at 1:00
P.M.,on Monday, March 17, 2014.
ADJOURNMENT:
There being no further action required, Mayor Aguilar adjourned the meeting at
8:13 P.M. The next regular meeting of the City of Redlands City Council will be
held on March 4, 2014.
March 4,2014
Page 8
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CITY OF RED{ANDS AND OSHKOSH CAPITAL
DOCUMENT INDEX
:1 Master Lease-Purchase Agreement-Sign and provide title on the last page
J Lease Schedule with Schedule A-1 -Sign and title
1-1 Vehicle Schedule Addendum-Sign and title
• Incumbency Certificate and Resolution- List your authorized signor(s)and title(s); have
secretary or appropriate trustee attest to the information and signature(s) provided by
signing and printing his/her name, title and date. The person who validates the
signatures should not sign the lease documents. The resolution must reflect the
title(s)of the inclividualls)who have authorization to sign the documents.
• Opinion of Counsel Letter-Enclosed is a template. Please ask your attorney to prepare
on his/her letterhead, and include all of the items in the template.
LJ Title -The terms of your contract specify that the Lender be listed as the
lienholder and hold the original title during the term of the lease. In addition, we
will need a copy of the front and back of the MSO listing Oshkosh Capital, 995
Dalton Ave, Cincinnati, OH 45203 as first lien holder.
LJ Insurance Request Form - Fill in your insurer's information and sign. Please contact
your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the
certificate with the signed documentation or have the insurer fax the certificate directly to
me.
• Three Party Agreement-Sign and title.
• Delivery&Acceptance Certificate-At point of delivery, fill out this form and fax It to
me. Please return the original via US Postal Service.
J IRS FORM 8038-G-Sign,date,and title
0 Minutes of Governing Body (approving the purchase & finance of equipment) -Please
return a copy with the documents.
Sales Contract or Purchase Order - please provide a copy of the Sales Contract
enter Into with Pierce Manufacturing or a copy of the Purchase Order Issued to
Pierce Manufacturing Inc.
155 E.Broad St.,B44230-05-7 * Columbus, Ohio 43215
phone 800420-9041 +fax 800-678-0602