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CC Resolution 9926 (Fire Department Ambulance Lease)
Resolution No. 9926 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING LEASE AGREEMENT WITH MUNICIPAL LEASING ASSOCIATES, INC. FOR ONE FIRE DEPARTMENT AMBULANCE, INCLUDING SIGNATORIES AND NOTICE OF INTENT TO BE REIMBURSED WHEREAS, the City of San Rafael, County of Marin, State of California ("City") is duly authorized and existing under the laws of said State; and WHEREAS, the City has entered or will enter into an agreement for the acquisition of an ambulance ("Property") all in accordance with the applicable law; and WHEREAS, the governing body has determined it is in the best interests of the City and the citizens it serves to secure lease -purchase financing to provide moneys in the approximate amount of $100,000.00 necessary to pay for the Property; and WHEREAS, Municipal Leasing Associates, Inc. ("Corporation") has offered the City a cost effective lease financing arrangement requiring periodic rental payments including principal plus interest computed at a 5.75% annual percentage rate; INL� � ii Il ll 1. �M! �i' E NOW, THEREFORE, BE IT RESOLVED that the City Manager acting alone be hereby authorized in the name and on behalf of City to enter into binding agreements with the Corporation for leasing the Property upon such terms as may seem advisable to said officer(s), and to execute, as agent for the City, all necessary agreements including, but not limited to, a lease/option agreement, acknowledgment of assignment and acceptable certificate. Each officer is also authorized to accept or direct delivery of the Property. The authority given hereunder shall be deemed retroactive and any and all acts authorized hereunder performed prior to the passage of this resolution are hereby ratified and affirmed. BE IT FURTHER RESOLVED that the City of San Rafael declares its official intent to be reimbursed from the proceeds of the lease/option agreement approved hereby for a maximum principal amount of $100,000.00 of expenditures occurring no earlier than sixty days prior to the adoption of this resolution. All reimbursed expenditures will be capital expenditures as defined in Section 1.150-1(b) of the Federal Income Tax Regulations. BE IT FURTHER RESOLVED that this approved lease financing be designated as a qualified tax exempt obligation for the calendar year in which the lease is issued pursuant to Section 265 (b) of the Internal Revenue Code of 1986 (as amended) and the authorized officers be directed to execute the "Designation of Qualification" document. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting on the City Council of said City held on Monday, the 6th day of October 1997, by the following vote to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JE M. LEONCINI, City Clerk LES-- WITH OPTION TO PURCHASE ��7-13G This LEASE WITH OPTION TO PURCHASE dated August 18, 1997 ("Lease") is by and between MUNICIPAL LEASING ASSOCIATES, INC., ("Corporation") a corporation duly organized and operating under the laws of the State of California as lessor and CITY OF SAN RAFAEL, a political body duly organized and existing under the laws of the State of California ( "Lessee") as lessee. RECITALS: WHEREAS, Lessee deems it essential to acquire the property described herein for its own public purposes; and WHEREAS, it is intended that this Lease be treated as a tax-exempt obligation of Lessee for federal income tax purposes; and WHEREAS, Lessee and Corporation agree to mutually cooperate now and hereafter, to the extent possible, in order to sustain the intent of this Lease and the bargain of both parties hereto. WITNESSETH: NOW, THEREFORE in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1. Lease. Corporation hereby leases to Lessee, and Lessee hereby leases and hires from Corporation all property (the "Property") described in the schedule or schedules (collectively, the "Schedule") executed by the parties concurrently herewith and hereafter and made a part hereof. Hereinafter, reference to Corporation means Corporation and Corporation's assigns for those rights, interests and obligations that may be assigned by Corporation. SECTION 2. Term. The terms and conditions of this Lease shall become effective upon the authorized execution of this Lease by the parties hereto. The rental term of the Property leased hereunder commences and terminates on the dates specified in the Schedule. SECTION 3. Renresentations and Warranties of Lessee. Lessee represents and warrants to Corporation that: (a) Lessee is a political subdivision, duly organized and existing under the Constitution and laws of the State of California with authority to enter into this Lease and to perform all of its obligations hereunder. (b) Lessee's governing body has duly authorized the execution and delivery of this Lease and further represents and warrants that all requirements have been met and procedures followed to ensure its enforceability. (c) The execution, delivery and performance of this Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which Lessee is a party by which it or its property is bound. (d) There is no pending or, to the knowledge of Lessee, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of Lessee to perform its obligations under this Lease. (e) The Property being leased is essential to Lessee in the performance of its governmental functions and its estimated useful life to the Lessee exceeds the term cf this Lease. SECTION 4. Representations and Warranties of Corporation. Corporation' represents and warrants to Lessee that: (a) Corporation is duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to lease and own real and personal property. (b) Corporation has full power, authority and legal right to enter into and perform its obligations under this Lease, and the execution, delivery and performance of this Lease have been duly authorized by all necessary corporate actions on the part of Corporation and do not require any further approvals or consents. (c) The execution, delivery and performance of this Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which Corporation is a party by which it or its property is bound. (d) There is no pending or, to the knowledge of Corporation, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of Corporation to perform its obligations under this Lease. SECTION 5. Prooerty Acquisition. Corporation hereby appoints Lessee as its purchasing agent to acquire the Property leased hereunder and Lessee hereby accepts said appointment (hereinafter, the "Agency"). The Agency is limited to i) negotiation of terms, conditions and acquisition cost of acquiring the Property from suppliers and contractors (collectively, the "Supplier") selected by Lessee; ii) to the inspection and acceptance of the Property upon its delivery and installation; and iii) to the exercise of any rights or remedies with respect to Property warranties or guarantees. All warranties and guarantees, either express or implied, that inure to Corporation by virtue of the Agency are hereby passed through to Lessee to prosecute at Lessee's sole discretion. SECTION 6. Lease Proceeds. Moneys available to pay Property costs set forth on the Schedule are defined as the "Lease Proceeds". Disbursement of Lease Proceeds to pay Property costs can be made either directly to Supplier or to Lessee as a reimbursement of its prior expenditures. Disbursements of Lease Proceeds in advance of Lessee executing a Certificate of Acceptance may be made pursuant to the terms and conditions of a fully executed "Advance Payment Agreement" (including Exhibits A and B) to be attached hereto and made a part of this Lease. 2 SECTION 7. rental Pavments. LESSEE SHALL PAY CORPORATION RENTAL PAYMENTS (the "Rental Payments") IN THE AMOUNTS AND AT THE TIMES SET FORTH IN THE SCHEDULE, AT THE OFFICE OF CORPORATION OR TO SUCH OTHER PERSON OR AT SUCH OTHER PLACE AS CORPORATION MAY FROM TIME TO TIME DESIGNATE IN WRITING. Should Lessee fail to pay any part of the Rental Payments herein reserved within fifteen (15) days from the due date thereof, Lessee shall upon Corporation's written request, pay interest on such delinquent payment from the date said payment was due until paid at the rate of twelve percent (1211) per annum or the maximum legal rate, whatever is less. Lessee shall pay Rental Payments exclusively from legally available funds, in lawful money of the United States of America to the Corporation. The obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues of Lessee. Except as specifically provided in Section 29, the obligation to pay Rental Payments will be absolute and unconditional in all events, and will not be subject to set-off, defense, abatement, reduction, counterclaim, or recoupment for any reason whatsoever. The periodic Rental Payments paid by Lessee shall be conclusive as to its fair value for the possession, use and/or occupancy of the Property. SECTION 8. Securitv Interest. As security for the payment of all of Lessee's obligations hereunder, Lessee hereby grants Corporation, its successors or assigns, a security interest in the Property, its accessions and attachments, and all proceeds thereof. Lessee agrees to execute such additional documents, including financing statements, which Corporation deems necessary or appropriate to establish and maintain Corporation's security interest. SECTION 9. Use. Lessee shall use the Property in a careful and proper manner and shall comply with and conform to all national, state, municipal, police, and other laws, ordinances, and regulations in anyway relating to the possession, use, or maintenance of the Property. SECTION 10. Acceptance. Lessee shall acknowledge receipt and inspection of the Property by executing a "Certificate of Acceptance". SECTION 11. Cornoration's Insnection. Upon forty-eight (48) hours prior notice, the Corporation shall at any and all times during normal business hours have the right to enter into and upon Lessee's premises where the Property is located for the purpose of inspecting the same or observing its use. Lessee shall give Corporation immediate notice of any attachment or other judicial process affecting any item of Property. SECTION 12. Pronertv Selection and Ordering. Lessee has or will select the type and quantity of the Property leased hereunder. Lessee shall ensure that all Property is properly invoiced to Corporation. Corporation shall not be liable for, nor shall the validity of this Lease be affected by, any delay in or failure of delivery of the Property. Lessee acknowledges that it is solely responsible for determining the suitability of the Property for its intended use. 3 Coraoration shall ha no duty to inspect the � 3erty. If the Property is not properly insta.iled, does not operate as represented or warranted by the Supplier, or is unsatisfactory for any reason, Lessee shall make any claim on account thereof solely against the Supplier. Lessee hereby assumes the risks, burdens and obligations to the Supplier on account of nonacceptance of the Property and/or cancellation of this Lease and upon the occurrence of any such event, Corporation will assign to Lessee, without recourse or warranty, its rights and title to the Property and any documents related thereto. SECTION 13. Disclaimer of Warranty. CORPORATION NOT BEING THE MANUFACTURER OR SUPPLIER OF THE PROPERTY NOR A DEALER IN SIMILAR PROPERTY, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN, DURABILITY, FITNESS FOR USE, SUITABILITY, OR MERCHANTABILITY OF THE PROPERTY IN ANY RESPECT, AND AS BETWEEN CORPORATION AND LESSEE, ALL PROPERTY SHALL BE ACCEPTED AND LEASED BY LESSEE "WHERE IS," "AS IS," AND "WITH ALL FAULTS," AND CORPORATION SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN. LESSEE AGREES TO SETTLE DIRECTLY SUCH CLAIMS WITH THE SUPPLIER AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST CORPORATION. SECTION 14. Alterations and Attachments. All additions and improvements that are made to the Property shall belong to and become the property of the Corporation except that separately identifiable attachments added to the Property by Lessee may remain the property of Lessee as long as (i) the attachment is paid for in full by Lessee and (ii) Lessee agrees to remove the attachment and restore the Property to substantially as good condition as when received, normal wear and tear excepted, if and when the Property may be returned to Corporation. SECTION 15. Relocation. Lessee shall provide Corporation prior written notice of its intent to relocate the Property. Lessee assumes all risks of loss to the Property attendant to its movement and relocation. The Property location shall be under Lessee's full control for its own governmental purpose. SECTION 16. Maintenance and Remairs. Lessee, at its own cost and expense, shall furnish necessary labor and materials to maintain the Property in good repair, condition, and working order. Lessee's obligations to maintain the Property does not relieve the Supplier of its responsibility to fully perform with respect to all applicable Property warranties and guarantees. SECTION 17. Risk of Loss; Damage: Destruction. With the exception of acts resulting from misconduct or negligence by Corporation, its agents and representatives, Lessee hereby assumes and shall bear the entire risk of loss and damage to the Property from any and every cause whatsoever. No loss or damage to the Property or any part thereof shall impair any obligation of Lessee under this Lease, which shall continue in full force and effect. Lessee waives the benefit of Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this Lease by virtue of any damage or destruction to the Property. 4 SECTION 18. Phvsical Damage/Public Liabilitv Insurance. Lessee shall keep the Property insured against risk of loss or damage from any "special form" peril for not less than the purchase option value in the Schedule, and Lessee shall carry public liability and property damage insurance covering the Property. All said insurance shall be in form and amount and with reputable companies and shall name Corporation as an additional insured and loss payee. Lessee shall pay the premiums therefore and deliver certification of said policies to the Corporation. Each insurer shall agree, by endorsement upon the policy or policies issued by it or by independent instrument furnished to the Corporation, that it will give Corporation thirty (30) days' written notice before the policy or policies shall be altered or canceled. The proceeds of such insurance, at the option of Lessee, shall be applied: (a) toward the replacement, restoration, or repair of the Property, or (b) toward payment of the total remaining obligations of Lessee hereunder; provided, however, that Lessee shall be responsible for the amount by which such insurance proceeds are insufficient to satisfy the cost of option (a) or option (b) above, as applicable. Should Lessee replace, restore, or repair the Property as set out in option (a) above, this Lease shall continue in full force and effect. Lessee may self -insure up to specified limits as evidenced by a certificate of self insurance to be attached hereto in form and amount acceptable to Corporation. Any self-insurance program in which Lessee is a participant shall comply with the provisions under this Lease respecting cancellation and modification and payment of losses to the Corporation as its respective interests may appear. Such self-insurance shall be maintained on a basis which is actuarially sound as established by Lessee's risk manager or an independent insurance consultant which determination shall be made* annually. Any deficiency shall be corrected within sixty (60) days of Lessee becoming aware of such deficiency. SECTION 19. Taxes. Lessee shall keep the Property free and clear of all levies, liens, and encumbrances and shall promptly pay all fees, assessments, charges, and taxes (municipal, state and federal) which may now or hereafter be imposed upon the ownership, leasing, renting, sale, possession, or use of the Property, excluding, however, all taxes on or measured by Corporation's income. SECTION 20. Indemnitv. To the extent the law allows, Lessee shall indemnify Corporation against and hold Corporation harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys' fees, arising out of, connected with or resulting from the selection, possession, use, operation, or return of the Property excepting that Lessee shall not be required to indemnify Corporation in the event that such liability or damages are caused by the negligent or intentional misconduct of Corporation, its agents or representatives. SECTION 21. Events of Default. The term "Event of Default", as used in this Lease, means the occurrence of any one or more of the following events: (a) Lessee fails to make any Rental Payment (or any other payment) within fifteen (15) days after the due date thereof or Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder and such failure to either make the payment or perform the covenant, condition or agreement is not cL. !d within ten (10) days after written notice thereof by the Corporation; (b) the discovery by the Corporation that any statement, representation or warrant made by Lessee in this Lease, any Lease Schedule or in any document ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (c) Lessee becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under federal bankruptcy, insolvency or similar laws. SECTION 22. Remedies. Upon Lessee's failure to cure an Event of Default within ten (10) days after the Corporation's written notice thereof, Lessee's rights under this Lease shall terminate and the Corporation will become entitled to retain all Rental Payments previously paid and to recover all past due payments together with interest thereon to the end of Lessee's current fiscal year. The Corporation may pursue all of its available remedies at law and in equity including, but not limited to, the repossession and sale of the Property. No right or remedy conferred upon Corporation is exclusive of any other right or remedy, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time; provided, however, that notwithstanding any provisions to the contrary herein, Corporation shall not under any circumstances have the right to accelerate the Rental Payments that fall due in future rental periods or otherwise declare any Rental Payments not then in default to be immediately due and payable. SECTION 23. Non -Waiver. No covenant or condition to be performed by Lessee under this Lease can be waived except by the written consent of Corporation. Forbearance or indulgence by Corporation in any regard whatsoever shall not constitute a waiver of the covenant or condition in question. Until performance by Lessee of said covenant or condition is complete, Corporation shall be entitled to invoke any remedy available to Corporation under this Lease or by law or in equity despite said forbearance or indulgence. SECTION 24. Assicmment. Without the prior written consent of Corporation, Lessee shall not (a) assign, transfer, pledge, or hypothecate this Lease, the Property, or any part thereof, or any interest therein, or (b) sublet or lend the Property or any part thereof, or permit the Property or any part thereof to be used in a material way by anyone other than Lessee or Lessee's employees. Consent to any of the foregoing prohibited acts applies only in the given instance and is not a consent to any subsequent like act by Lessee or any other person. Corporation shall not assign its obligations under this Lease with the exception of its obligation to issue default notices and its obligations pursuant to Section 28. Corporation may assign its right, title and interest in this Lease, the Rental Payments and other amounts due hereunder and the Property in whole or in part to one or more assignees or subassignees at any time, without the consent of Lessee. Corporation may also assign all of its rights, title and interest in and to this Lease, the Rental Payments and other amounts due hereunder to an agent on behalf of owners of certificates of 6 participation which may be issued by such agent in this Lease. Lessee shall cooperate with Corporation either now or hereafter by acknowledging any agreement relating thereto which in no way will alter or affect the terms and conditions of this Lease and the assignment of this Lease by Corporation. No such assignment shall be effective as against Lessee unless and until Corporation shall have filed with Lessee written notice thereof. Lessee shall pay all Rental Payments hereunder pursuant "to the direction of Corporation or the assignee named in the most recent assignment or notice of assignment filed with Lessee. During this Lease term, Lessee shall keep a complete and accurate record of all such notices of assignment. Subject always to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors, and assigns of the parties hereto. SECTION 25. Ownership. The Property is and shall at all times be and remain the sole and exclusive property of Corporation, and Lessee shall have no right, title, or interest therein or thereto except as expressly set forth in Section 27. Lessee shall take all actions necessary to insure that legal title to all Property being acquired by Lessee hereunder, whether by the Lessee or by a third party acting on behalf of Lessee, is vested in Corporation. SECTION 26. Personal Pronerty. The Property is and shall at all times be and remain personal property notwithstanding that the Property or any part thereof may now be or hereafter become in any manner affixed or attached to or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent by means of cement, plaster, nails, bolts, screws or otherwise.. SECTION 27. Purchase Option. If Lessee is not in default of any term, condition or payment specified hereunder, Lessee may exercise options to prepay this Lease and purchase not less than all of the Property in "as -is" and "where -is" condition on the specified dates and for the specified amounts set forth in the Schedule annexed hereto. Each purchase option payment specified for a particular. date is exclusive of the Rental Payment due on the same date. SECTION 28. Release of Liens. Upon Lessee either making all of the Rental Payments scheduled herein or making a purchase option payment, Corporation, its successors or assigns shall cause i) legal title to the Property to be transferred to Lessee and ii) the release of all liens, encumbrances or security interests on the Property created pursuant to Corporation's rights under this Lease. SECTION 29. Earlv Termination. Upon written notice to the Corporation given not later than thirty ( 3 0 ) days prior to the end of any fiscal year of Lessee, Lessee may terminate this Lease in its entirety as of the end of that fiscal year based solely upon Lessee's failure to appropriate funds for the subsequent years' Rental Payments after exercising reasonable efforts to appropriate funds from any and all of its legally available sources. Upon termination of this Lease due to Lessee's failure to budget and appropriate funds, Lessee, at its expense, shall redeliver the Property to the Corporation at a location within the State of California designated by Corporation in 7 substantially as good a condition as when received, normal wear and tear excepted. If Lessee terminates this Lease, Corporation may retain all amounts previously paid by Lessee and may collect and retain any amounts due and unpaid to the end of Lessee's then current fiscal year. Corporation shall remit to Lessee any proceeds from the subsequent sale of the Property in excess of the then applicable purchase option price. SECTION 30. 'Nonsubstitution,. To the extent permitted by State law, if this Lease is terminated by Lessee with respect to the Property in accordance with Section 29, Lessee agrees not to purchase, lease or rent personal property to perform the same function or functions taking the place of, those performed by such Property and agrees not to permit such functions to be performed by its own employees or by any agency or entity affiliated with or hired by Lessee for a period of three hundred sixty-five (365) days succeeding such termination; provided, however, that these restrictions shall not be applicable in the event the Property shall be sold by Corporation and the amount received from such sale, less all costs of such sale, is sufficient to pay .the then applicable purchase option price relating thereto as set forth in the Schedule; or if or to the extent that the application of these restrictions is unlawful and would affect the validity of this Lease. SECTION 31. Extraordinary Costs. In the case of litigation, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including attorneys' fees (which may be the allocable cost of in-house counsel), incurred by'the prevailing party in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof. SECTION 32. Severabilitv. If any provision of this Lease shall be held invalid or unenforceable by a court of competent jurisdiction, such holdings shall not invalidate or render unenforceable any other provision of this 'Lease, unless elimination of such provision materially alters the rights and obligations embodied in this Lease. SECTION 33. Entire Aareement. This Lease, the Schedule, and any agreements that specifically refer to this Lease that are duly executed by authorized agents of the parties hereto constitute the entire agreement between Corporation and Lessee, and it shall not be further amended, altered, or changed except by a written agreement that is properly authorized and executed by the parties hereto. SECTION 34. Notices. Service of all notices under this Lease shall be sufficient if given personally or mailed to the party involved at its respective address hereinafter set forth or at such address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective when deposited in the United States mail, duly addressed and with postage prepaid. SECTION 35. Reuorts/Tax Covenants. Lessee shall cooperate with Corporation to comply with any and all reporting requirements that may be mandated by agencies of the United States of America or the State of California, including the timely filing of IRS Form #8038-G or #8038 - GC. Lessee covenants to Corporation that: 0 (a) Throughout lie term of the Lease, the Property will be used .for performing one or more governmental functions consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than Lessee except for uses by community services organizations as prescribed in the California Government Code. (b) Lessee will not take any action or omit to take any action which action or omission, if reasonably expected on the date of this Lease, would have caused this Lease to be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986 (as amended) (the "Code") . (c) The Rental Payments are not directly guaranteed or indirectly guaranteed in whole or in part by the United States or any agency or instrumentality of the United States so as to cause the Rental Payments to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) The Lease Proceeds used for reimbursement of prior expenditures will be made pursuant to and in compliance with Income Tax Regulations Section 1.150-2. SECTION 36. Titles. The titles to the Sections of this Lease are solely for the convenience of the parties and are not an aid in the interpretation thereof. SECTION 37. Desiqnation. Contemporaneous herewith, Lessee shall execute a "Designation of Qualification" in the form attached hereto designating this Lease as a qualified tax-exempt obligation pursuant to Section 265(b) of the Internal Revenue Code of 1986 (as amended). SECTION 38. Time. Time is of the essence in this Lease and each and all of its provisions. SECTION 39. Lease Internretation. This Lease and the rights of the parties hereunder shall be determined in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have caused their authorized agents to execute this Lease on the dates specified below. MUNICIPAL LEASING ASSOCIATES, 26565 West Agoura Road, Suite Calabasas, CA 91302 (lessor) By MANAGEROF Title ADMINIGMTION Date /U �Z 9 11a7 INC. CITY OF SAN RAFAEL 201 1400 Fifth Street San Rafael, CA 94915-1560 (les By Rod Gould Title City Manager Date October 29, 1997 Attest: 9 By A. _ anne M. Leon ini, City Clerk LEASE SCHEDULE #97-136 This Schedule is issued pursuant to the Lease with Option to Purchase dated as of August 18, 1.997 by and between the undersigned. A. Property Location: B. Property Description: One (1) ambulance C. Name and Address of Supplier(s): Leader Industries South E1 Monte, CA D. Lease Proceeds Summary: Property Cost: $95,346.00 (including related expenses) Sales Tax: (INCLUDED) Lease Proceeds: $95,346.00 E. Lease Term. The full term of this Schedule is sixty (60) months commencing on the date Lessee acknowledges acceptance of the Property and concluding sixty (60) months thereafter. F. Rental Payments. Rental Payments for this Schedule are due in ten (10) consecutive semi-annual payments in accordance with the Payment Schedule herein. Each payment includes interest at the rate of 5.75% per annum on the principal component of the unpaid Rental Payments. G. Lease Acquisition Cost. The cost for Lessee to acquire the Property over the full specified term of this Schedule is $111,062.70. F:. Payment Schedu Payable semi-annually in _rrears #97-136 IPMT Due Date (1) Rent ( 2 ) purchase To To # Option Pr'j� c. _I Interest 1 06/15/98 $1.1,381.40 92,255.42 # 572.30 21809.10 2 12/15/98 11,381.40 83,128.01 8,8.8.75 2,562.65 3 06/15/99 11,381.40 73,736.19 9,072.29 21309.11 4 12/15/99 11,381.40 64,078.41 9,333.12 2,048.28 5 06/15/00 11,381.40 54,140.92 9,601.44 1,779.96 6 12/15/00 11,381.40 43,917.72 .9,877.49 11503.91 7 06/15/01 11,381.40 33,400.61 10,161.46 1,219.94 8 12/15/01 11,381.40 22,581.12 10,453.61 927.79 9 11,381.40 11,450.58 10,754.15 627.25 10 06/15/02 11.381.40 0.00 11,063.36 318.04 lr,t1C,'i� . TOTALS: S1�'�,914 00 X97.707.97 S'16.1Oti." (1) Refer to the paragraph in the Lease entitled "Release of Liens" (2) Refer to the paragraph in the Lease entitled "Purchase Option and "Release of Liens." Purchase options are in addition to the rental payment due on the same day. Approved and agreed to: MUNICIPAL LEASING ASSOCIATES, INC. CITY OF SAN RAPAEL (lessor) (lesse l� By: MANMER Title: / ADMINIM TIrw Title: Date: 12- ��� % Date:' NOTICE OF ASSIGNMENT #97-136 MUNICIPAL LEASING ASSOCIATES, INC. (the "Assignor") hereby gives notice to CITY OF SAN RAFAEL (the "Lessee") of an assignment by Assignor over to WESTAMERICA BANK, (the "Assignee") in which (i) Assignor assigns to Assignee all of its rights, title and interest in and to that certain Lease with Option to Purchase #97-136 dated as of August 18, 1997 (the "Lease") as it relates specifically to Lease Schedule ##97-136 annexed thereto; (ii) Assignor assigns to Assignee all of its rights in and to the Rental Payments and other amounts due or coming due from Lease Schedule #97-136 commencing with the second scheduled Rental Payment; and (iii) Assignor assigns to Assignee all other payments or amounts resulting from the Lease as it relates specifically to Lease Schedule #97-136. Lessee is instructed to pay and remit Rental Payments to WESTAMERICA BANK, Credit Admin. Dept. (A - 2D), P. 0. Box 1200, Suisun City, CA 94585-1200. MUNICIPAL LEASING ASSOCIATES, INC. (Assi nor) BY MANAGER of Title ADMINt oM.-� Date /Q/t % 1y % ACKNOWLEDGMENT OF ASSIGNMENT CITY OF SAN RAFAEL hereby acknowledges receipt of the Notice of Assignment #97-136 by MUNICIPAL LEASING ASSOCIATES, INC. assigning over to WESTAMERICA BANK all right, title and interest in and. to that certain Lease with Option to Purchase #97-136 dated as of August 18, 1997 as it relates to Lease Schedule #97-136, Rental Payments coming due under Lease Schedule #97-136 commencing with the second scheduled Rental Payment and all other amounts payable under the Lease as it relates to Lease Schedule #97-136. CITY fOF SAN Y B \ Rod Gould Title Citv Manaaer Date October 29. 1997 Attest: By a�Ll� M. Leoncini, it erk DESIGNATION OF QUALIFICATION #97-136 This designation by the CITY OF SAN RAFAEL ("Lessee") is issued pursuant to that certain Lease with Option to Purchase dated August 18, 1997, Lease Schedule #97-136 ("Lease") by and between Lessee and MUNICIPAL LEASING ASSOCIATES, INC. as lessor ("Corporation"). Lessee hereby designates the Lease as a qualified tax-exempt obligation pursuant to Section 265 (b) of the Internal Revenue Code of 1986 (as amended) and Lessee agrees that it will not designate more than $10,000,000 of qualified tax-exempt obligations during calendar year 1997 pursuant to Section 265(b)(3)(D) of the Code. Further, Lessee represents that it expects the aggregate principal amount of all tax-exempt obligations issued by Lessee and its subordinate entities will not exceed $10,000,000 for all of calendar year 1997. Attest: BY & ViTy..Je M. Leoncini' CClerk CITY OF SAN RAFAEL ( less ) By _ Rod Gould Title Citv Manager Date OctotLer 29. 1997 This designation was submitted to and approved by Lessee's governing body at a meeting duly held on August 18, 1997. CERTIFICATE OF LESSEE The undersigned, duly authorized representative of CITY OF SAN RAFAEL ("Lessee") as lessee under that Lease with Option to Purchase #97-136 dated as of August 18, 1997.("Lease") with Municipal Leasing Associates, Inc. as lessor, hereby certifies as follows: 1. I hold the position noted below and have been duly authorized to execute and delivar, on behalf of Lessee, the Lease and related documents pursuant' to a resolution adopted by Lessee's governing body, an original or certified copy of which is attached hereto. ROD GOULD Name of Authorized Representative (Print or Type) CITY MANAGER Title (Print or Type) 2. Lessee has complied with all agreements and covenants and satisfied all conditions contemplated by the Lease on its part to be performed or satisfied on or before the date hereof. 3. The representations, warranties and covenants of Lessee contained in the Lease are true and correct in all material respects as of the date hereof, as if made on this date. 4. No litigation is pending or, to the best of my knowledge, threatened (either in state or federal courts) (a) to restrain or enjoin the issuance and delivery of the Lease or the collection of revenues to be used to meet Lessee's obligations under the Lease; (b) in any way contesting or affecting the authority for the execution or delivery of the Lease, or the validity of the Lease; (c) in any way contesting the existence or powers of Lessee, as such existence or powers in any way relate to the issuance of the Lease or Lessee's obligations under the Lease, or (d) could materially adversely affect the financial position of Lessee. 5. The Property being leased pursuant to the Lease is essential to the function of Lessee and is immediately needed by Lessee. Such' need is neither temporary nor expected to diminish during the Lease term. The Property is expected to be used by Lessee for a period in excess of the Lease term. The scheduled Rental Payments for the Property do not exceed the fair rental value of the Property. 'he meaning of the capitalized hose provided in a ease. y: Authorized Representative of Lessee Rod Gould, City Manager :t e: October 29, 1997 terms in this Certificate are the same as Attest: By: Sectary/Clerk Jeanne M. Leoncini, City Clerk CERTIFICATE OF ACCEPTANCE #97-136 This Certificate of Acceptance is issued pursuant .to the Lease with Option to Purchase dated as of August 18, 1997 ("Lease") between the CITY OF SAN RAFAEL ("Lessee") as lessee and MUNICIPAL LEASING ASSOCIATES, INC. ("Corporation") as lessor. Lessee hereby acknowledges as of the date specified below, the receipt and acceptance of the Property described on Lease Schedule #97-136. Lessee hereby certifies that the Property has been inspected, is now in Lessee's possession and is in good order and repair (subject to any undischarged vendor/contractor warranty obligations). Lessee further certifies that no event has occurred and is continuing which constitutes, or would constitute, an event of default but for any requirement of notice or lapse of time or both. Property Acceptance Date: December 15 , 19 97 IN WITNESS WHEREOF, the Lessee's authorized agent confirms the Property acceptance date by executing this Certificate of Acceptance. CITY OF SAN RAFAEL (le ee) By d ou Title City Manager Attest BY?JZnne A- M. Leoncini Title City Clerk OFFICE OF THE CITY ATTORNEY Gary T. Ragghiand, City Attorney Clark E. Guinan, Assistant City Attorney Eric T. Davis, Deputy City Attorney PHONE: (415) 485-3080 FAX: (415) 485-3109 MUNICIPAL LEASING ASSOCIATES, INC. 26565 West Agoura Road, Suite 201 Calabasas, CA 91302 vvt NMYor Alberc J. Koro Counall Mwnb um Paul M. Cohen Barbera Heller Cyr N. Miller Gary O. F*ullips October 13, 1997 RE: Lease with Option to Purchase (#97-136) one ambulance. Dear Municipal Leasing Associates: I am the Assistant City Attorney for the City of San Rafael, the Lessee referenced on the Lease with Option to Purchase Agreement described above (the "Lease"). I have reviewed a copy of the Lease and the documents or exhibits attached* thereto. Based upon my review of these documents, it is my opinion that: 1. Lessee is a municipal corporation and 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 enabled under applicable law to enter into the Lease, and to perform its duties and obligations. 3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee, and to that extent, is a legal, valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditor's rights. 4. A Resolution Authorizing Lease Agreement and Signatories of the governing body of Lessee, was duly and validly adopted by such governing body on October 6, 1997 and such Resolution has not been amended or repealed and remains in full force and effect. 5. To the best of my knowledge, there is no litigation, action, suit or proceeding pending or, threatened before any court, administrative agency, arbitrator or governmental body that challenges the authority of Lessee to enter into this Lease or the ability of Lessee to perform its obligations under the Lease and the transactions contemplated thereby. Ambulance lease/purch, geement Page 2 09/22/97 This opinion may be relied upon by Municipal Leasing Associates, Inc., its successors and assigns. _"TAs' t City Attorney cc: Ken Nordhoff INSURANCE AUTHORIZATION LETTER California Joint Powers TO: Risk Management Authority 6140 Stoneridge Mall Road, Suite #380 Pleasanton, CA 94588-3235 Attn: Robert J. German RE: Lease With Option To Purchase #97-136 dated August 18, 1997 between the undersigned as lessee, and MUNICIPAL LEASING ASSOCIATES, INC. as lessor and WESTAMERICA BANK as Assignee of lessor. The Insurance Requirements Listed below are required to cover property described as follows: All Property covered by Lease #97-136 and further described as One (1) ambulance Located at: Evidence of insurance in the form of a binder or cover letter is acceptable until formal certificates can be issued. Mail this within five (5) working days to: WESTAMERICA BANK c/o Municipal Leasing Associates, Inc. 26565 West Agoura Road, Suite 201 Calabasas, CA 91302 I. BODILY INJURY AND PROPERTY DAMAGE: A. $1,000,000 combined limits (primary plus umbrella) for Bodily Injury and Property Damage Coverage. B. Endorsement naming Assignee as an Additional Insured. C. Endorsement giving Assignee thirty (30) days written notice of any cancellation, reduction, or alteration of coverage. D. Endorsement stating: "It is understood and agreed that this insurance is primary insurance insofar as it relates to any and at[ equipment leased from Assignee." II. PHYSICAL DAMAGE REQUIREMENTS: A. All Risk Coverage for not less than the total cost of $95,346.00. 8. Endorsement naming Assignee as Loss Payee. C. Endorsement giving Assignee thirty (30) days written notice of any cancellation, reduction, or alteration of coverage. D. Endorsement stating: "It is understood and agreed that this insurance is primary insurance insofar as it relates to any and all equipment leased from Assignee." The undersigned lessee hereby authorizes you to provide the lessor and Assignee with Certificates and Endorsements per the above. CITY OF SAN RAFA Attest: By By hi . .�...�. Rod Gould, City Manager Jnne M. Leoncini, City Clerk Date October 29, 1997 This sElf insurance certificate is %sued pursuant to that certain Lease wit ion to Purchase dated August 18, 1997 ('Lease") by and between Mun) . Leasing Associates, Inc. ("Corporation'-, a corporation duly organized and operating under the laws of the State of California as lessor and the CITY OF SAN RAFAEL, a political body duly organized and existing under the laws of the State of California ("Lessee") as lessee. The undersigned Lessee provides this Certificate as a description of its self-insurance program. 1. Property Insurance Lessee is self-insured for damage or destruction to the Property.YES NO (circle one) If yes, the dollar amount limit for property damage to the Prouerty under the Lessee's self-insurance program is $ a5, a�Ia C �-► The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Property as indicated above. © NO (circle one) V-Kca4rt- e=r* `. If yes, the umbrella policy provides coverage for all risk property damage. (ONO (circle one) ' If yes, the dollar limit for property damage to the Property under such umbrella policy is S S,CtTC, C'6D Qg,�OcC.urr'e Name of self-insurance consortium (if applicable) 0-4N prn,,, -,11i,r(r {�uxr5 -eZcic iva,%a_ ;fi,��k -�,"or-i6, 2. Liability insurance Lessee is self-insured for Liability or death of any person or damage or loss arising out of or relating to the condition or operation of the Property. ED NO (circle one) If yes, the dollar amount limit for liability coverage on the Property under the Lessee's self-insurance program is s_,�ooI dap 5 Q farar+k i.pa*" ltn an sxtats 1:abi1►1zj pmi w;44N C*hcr Pub1%c an-�i •c5 The Lessee _1l. V., for claims in excess of Lessee's self-insurance limits for Liability includingtJnJu or ilath of persons or damage to property as indicated above. 4a NO (circle one) If yes, the a4��oyiprovides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of orrLJ4jato the condition of the Property. YES ©O (circle one)er%J1 I,%6;t;-i-y If yes, the dollar amount of the esne s Limits for such liability coverage is Name of self-insurance eeneeortity" (if applicable) 0Wt4br V e. a., va.- Qoe1 3A. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete the following: Moneys in the self-insurance fund are subject to annual appropriation. © NO (circle one) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is S G3 O, r O Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim. YES ® (circle one) MR- t my ! 1 ry a- "t `4., S 1 P.. if yes, the dollar amount of limit per claim is $ 38. If Lessee does not maintain a self-insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self-insurance from the following sources: The Limitations on the amounts payable from the sources for claims are as follows: 4. The following entity or officer has authority to authorize payment for claim: C-�, e,� 1Ca 4 G� In the event the entity or officer in the prior response denies yment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YE NO (circle one) If yes, to whom does the claimant have recourse? Suptrior Ct, r--�- IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed and delivered by its duly authorized officer as of the date below written. Attest: By. �Leonc,m, ity'Clerk CITY OF SAN RAFAEL BY: Rod Gould ITS Ci tv Manager DATE: October 29, 1997 INSURANCE DATA #97-136 The attached Insurance Authorization Letter is to be signed and returned to Municipal Leasing Associates, Inc. in the self addressed stamped envelope. Also, please provide the information requested below and return with the aforementioned letter. A. Name, address, and phone number of the Agent handling Lessee's physical damage insurance. Name: California Joint Powers Risk Management Authority Address: 6140 Stoneridge Mall Road, Suite 380 Pleasanton, CA 94588-3235 Phone #: 510/734-9670 Contact: Robert J. German, General Manager B. Name, address and phone number of the Agent Handling Lessee's property damage/public liability insurance coverage. (If same as (A), write "same") Name: same Address: Phone #: Contact: Rod Gould City Manager Attest: By: M. A ' Jem Leoncinl, City C erk Form 8038 -GC Information Return for Small Tax -Exempt Governmental Bond Issues, Leases, and Installment Sales OMB No. 1545-0720 (Rev. May 1-095) ► Under Internal Revenue Code sacbm 149(e) ► For calendar year ending 19 ..... oeoamnerft of the Treasury Imemal Revenue Service (Use Form 8=8-G If the issue price of the Lnue Is $100,000 or more.) Repor- na Authortiv Check box if Amended Return 10- I 1 Issuer's name ( 2 issuer's ernpioyer identi cation number 3 Numoer and stmet for P.O. bcm if mal is not delivered to street addrr�j 4 City, town, or post office. state, and ZIP code •I.�. TITI `Description of Obligations 5 Issue price of small tax-exempt governmental obligations reported on this form. . . . . . 6 Check the box that most nearly approximates the weighted average maturity of the cbligation(s): a ❑ Less than 5 years b ❑ From 5 to 10 years c ❑ More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligation(s): a ❑ Less than 5% b ❑ From 5% to 10% c ❑ More than 10% 8 Total issue price of the obligations) reported on line 5 that is/are: a Obligation(s) issued in the form of a lease or installment sale . . . . . . . . . . . . 8a b Obligation(s) designated by the issuer under section 265(b)(3)(S)CI)011) . . . . . . . . . 8b c Obligations) issued to refund prior issues Sc d Loans made from the proceeds of another tax-exempt obligation . . . . . . . . . . 8d 1 Roonvsulte 9 Check box if issuer has elected to pay a Denalty in lieu of arbitrage rebate ❑ Under penalties of perjury, I declare that I have examined this retum and a=mpanying schedules and statements, and to the best of my knowledge- nowledgePlease Pleaseand belief. they are true, correct. and complete. Sign Here , October 29, 1997 ' Rod Gould, City Manager Issuers atrttrorized representative Date Type or print name and title Paperwork Reduction Act Notice General Instructions an issue price less than $100.000. Each such separate return should spspecifyecify the' e We ask for the information on this form to Secfion references are to the internal splendor year in which the issue was issued. carry out the Internal Revenue laws of the Revenue Cade unless otherwise noted An issuer of a tax-exempt bond used to Unrted States. You are required to give us the finance constriction expenditures must file a information. We need it to ensure that you are Purpose of Form separate Form 8038 -GC for each issue to complying with these laws, 1 ne time needed to complete and file this Form 8038 -GC used l issuers of tax-exempt gover nrrrettaf obligations to give notice to the IRS that an election was made to pay a penalty in lieu of arbitrage form varies depending on individual circumstances. The estimated average time provide the IRS with the information required rebate (see line 9 instructions). by section 149(e) and to monitor the Filing a consolidated ratum.—Far all is: requirements of sections 141 through 150. tax-exempt governmental obligations with Learning about the law or the form 1 hr., 46 min. . Who Must File issue prices of less than 00 that are m 8038 -GC, not reported on a separatteo Form Preparing the form . . . 2 hr., 50 min. Issuers of tax-exempt govemmental an issuer must file a consolidated information Copying, assembling, and obligations with issue prices of less than return including ail such issues issued within sending the form to the IRS 16 min. $100,000 must file Form 8038 -GC. the calendar year. you have comments concerning the Issuers of a tax-exempt governmental Thus, an issuer may file a separate Form .If accuracy of these time estimates or obligation with an rive price of S100.000 or 8038 -GC for each of a number of small succesticns for making this form simpler, we more must file Form 803a -G, Information issues and report the remainder of small vrould be happy to hear from you. You can Return for Tax -Exempt Govemmental issues issued during the calendar year on one write to the Imemal Revenue Service, Obligations. consolidated Form 8038 -GC. However, a Attention: Tax Forms Committee, PC:FP, �,:__ _ _____ _._ �� �_ seoarara Fn.+„ an ra r_r ....... cis +� .•� u4 CUNMENCY CERTIFICATE CITY OF SAN RAFAEL I do hereby certify that I am the duly appointed and acting City Clerk of the CITY OF SAN R.AFAEL, a political subdivision validly existing under the Constitution and laws of the State of California (the "City"), and that, as of the date hereof, the individual(s) named below is/are the duly appointed officer(s) of the City holding the office(s) set forth opposite his/her respective name. I further certify that (i) the signature set forth opposite his/her respective name(s) and title(s) is/are true and authentic and (ii) such officer(s) has/have the authority on behalf of the City purmant to Resolution No. 9926 passed, approved and adopted on October 6, 1997 to enter into that certain. Lease with Option to Purchase, between the City and Municipal Leasing Associates, Inc., and all documents relating thereto. Name 'tle 'anawre Rod Gould City manwer IN WITNESS WHEREOF, I have duly executed this certificate and axed the seal of the City hereto this 15th day of December 1997. Cleric TEAL)