HomeMy WebLinkAboutResolution - 99-20 RESOLUTION NO. 99-20
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO,
CALIFORNIA, APPROVING A LEASE AGREEMENT WITH
GE CAPITAL PUBLIC FINANCE, INC. FOR TWO SOLID WASTE
DISPOSAL TRUCKS AND THEIR TWO RADIOS
WHEREAS, The Cities of San Jacinto and Hemet entered into a City to City Agreement
for the collection of recyclable solid waste; and
WHEREAS, this agreement included the leasing of two solid wast disposal trucks
equipped with radios for use within the City of San Jacinto; and
WHEREAS, the City of San Jacinto terminated the City to City agreement effective July
1, 1998; and
WHEREAS, the Agreement required the City of San Jacinto to assume the cost of
financing the trucks upon termination of the Agreement;
NOW, THEREFORE, IT 1S HEREBY RESOLVED that the City Council of the City
of San Jacinto, California, approves the lease agreement with 6E Capital Public Finance, Inc. for
,NOW two solid waste disposal trucks and their radios and authorizes the Mayor to sign the lease
agreement and the attachments, thereto.
APPROVED AND ADOPTED this 6th day of May, 1999.
Ayes: Council Members Conner, Good, Smedley, & Cornett
Noes: Council Member YIil l iams
Abstain: None
Absente: None
/u l<7,
Mayor
ATTEST:
Pamela L. Lee, City Clerk
City Clerk
*4p,
GE CAPITAL PUBLIC FINANCE, INC.
CALIFORNIA MASTER LEASE AGREEMENT
THIS CALIFORNIA MASTER LEASE AGREEMENT ("Agreement''), dated as of the July 1, 1998, is made and
entered into by and between GE Capital Public Finance, Inc., a corporation duly organized and existing under the
laws of the state of Delaware, as lessor ("Lessor"), whose principal business address is as shown on the execution
page hereof, and the lessee identified on the execution page hereof, a political subdivision of the State of California
(the'State'), as lessee("Lessee"),whose address is as shown on the execution page hereof.
- --4a consideration of the.-mutidcovenanils herein contained,-the parties hereto recite and agree as follows
ARTICLE I; DEFINITIONS AND EXHIBITS
Section 1.1. Definitions. The following terms have the meanings specified below unless the context clearly requires
otherwise.
Agreement This California Master Lease Agreement and all Equipment Schedules hereto.
Agreement Date. The date sn designated on the execution page hereof.
Contractor, Each of the manufacturers or vendors from whom Lessee has ordered or with whom Lessee has
contracted for the manufacture, delivery andlor installation of the Equipment.
Counsel: An attorney duly admitted to the practice of law before the highest court of the State.
Equipment: All items of personal property described in Equipment Schedules and subject to this Agreement.
Equipment Grouo: The Equipment listed in a single Exhibit A.
Equipment Schedule: A schedule consisting of the separate but like numbered pages of Exhibits A and B which have
been completed with respect to an Equipment Group and executed by Lessor and Lessee.
Events of Default: Those events described in Section 12.1-
Final Termination Date: With respect to any Equipment Group, the date specified in the Exhibit A relating thereto,
which date corresponds to the end of the useful life of such Equipment Group.
Fiscal Year: The 12-month fiscal period of Lessee which commences in every year and ends in every year on the
dales shown on the execution page -iereof.
Funding Date: With respect to each Lease, the date Lessor makes payment to the Contractors) for the purchase
price of the related Equipment Group or, if the procedure described in Section 3.3 is utilized, the date Lessor deposits
funds into an Escrow Account.
Interest: The portinn of any Rental Payment designated as and comprising interest as shown in any Exhibit A.
Lease: With respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which
shall constitute a separate contract relating to such Equipment Group.
Lease Date: The date so designated in each Exhibit A.
Lease Term: With respect to any Equipment Group,the period during which the related Lease is in effect as specified
in Section 4.1.
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L Any mortgage, security interest, lease, lien, pledge, charge,encumbrance or claim of any kind.
Nef Proceeds: Any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after
payment therefrom of all expenses incurred in the collection thereof
Payment Date: The date upon which any Rental Payment is due and payable as provided in any Exhibit A.
Principal: The portion of any Rental Payment designated as principal in any Exhibit A.
Prepayment Price: With respect to any Equipment Group, as of the Payment Oates specified in the Exhibit A relating
thereto,the amount so designated and set forth opposite each such date in such Exhibit A.
RenTa7Payment: With respect-to-any Equipment-Group-t#e-payrnentdue from-Lessee-to,LessoLon.each3Ray_menf.
Rate during the Lease Term as shown in the Exhibit A relating thereto.
Specifications: The bid specifications andlor purchase order pursuant to which Lessee has ordered any Equipment
from a Contractor.
State and Federal Law or Laws: The Constitution and any law of the State and any charter, ordinance, rule or-
regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or
regulation of any federal agency.
Section 1.2. Exhibits_
Exhibit A: Form of schedule executed by Lessor and Lessee describing an Equipment Group, and setting forth the
Rental Payments and Prepayment Prices.
N:nibit B: Form of Certificate of Acceptance executed by Lessee-
Exhibit C'. Form of Opinion of Counsel to Lessee.
ARTICLE II: REPRESENTATIONS,WARRANTIES AND COVENANTS
Section 2.1. Representations, Warranties and Covenants of Lessee. Lessee represents and warrants and
covenants as follows:
(a) Lessee is a political subdivision of the State, duly organized and existing under the Constitution and
laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each
Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under ,his
Agreement and each Lease.
(b) The execution and delivery of this Agreement and each Lease by the officer of Lessee executing
such documents has been duty authorized by a duly adopted resolution of Lessee's governing body, or by other
appropriate official action, and such action is in compliance with all public bidding and other State and Federal Laws
applicable to this Agreement, each Lease and the acquisition and financing of the Equipment by Lessee. All
requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement
and each Lease against Lessee.
(c) Lessee will have the sole use and possession of the Equipment. Lessee will use the Equipment only
to perform essential governmental or proprietary functions of Lessee within the scope of Lessee's authority. Lessee
will not permit the Equipment to be used in,for or by any private commercial activity.
(d) Lessee will take no action that would cause the Interest portion of the Rental Payments to become
`includable in gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986,
as amended (the "Code"), and Treasury Regulations promulgated thereunder (the "Regulations"), and Lessee will
take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary
to ensure that the Interest portion of the Rental Payments does not become includable in gross income of the
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reciplent for federal income tax purposes under the Code and Regulations; all as amended from time to time
(including, without limitation, the calculation and payment of any rebate required to preserve such exclusion). Lessee
will submit to the Secretary of the Treasury information reporting statements and other information relating to each
Lease at the times and in: the forms required by the Code and the Reguations.
(e) Lessee reasonably expects that it will not sell or otherwise dispose of all or part of an Equipment
Group during the related Lease Term.
T There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by
any court, regulatory agency, public board or body pending or, to the best of Lessee's knowledge, threatened against
or affecting Lessee, challenging Lessee's authority to enter into this Agreement or any Lease or any other action
wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or any Lease
— #iereur4der or any other 4ransacticn_oflhel.essee_which.5imilar-hereto, or.the.exclusion.Di-the Interest.from-gross
income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions
contemplated by this Agreement or any Lease, including, but not limited to, Lessee's acquisition of Equipment.
;g) Upon execution of this Agreement and each Exhibit A Lessee will provide to Lessor an Opinion of its
Counsel in the form attac-ied hereto as Exhibit C and a copy of the resolution adopted by its governing body with
respect to this Agreement and each Lease or evidence of another official action authorizing this Agreement and each
Lease.
(h) Lessee has not and will not create or establish any sinking fund, reserve fund or other similar fund to
pay Rental Payments-
(i) Lessee owns the real estate and facilities where the Equipment will be located free and clear of any
Liens and, during the Lease Term, will cantirue to own such property and shall keep it free and clear of Liens.
(j) Lessee acknowledges that under Article XII of this Agreement, upon an Event of Default of Lessee,
Lessor may elect to terminate this Agreement and each Lease hereunder and, if Lessor so elects, Lessee is required
to deliver all Equipment as instructed by Lessor under Section 12.3 hereof.
W Lessee Ends and determines that the amount of the Rental Payments set forth in each Exhibit A is
equal to the fair rental value of the related Equipment Group during the respective Fiscal Year of Lessee in which
such Rental Payments are made.
(j) The Equipment will have a useful life that is substant.ally In excess of the related Lease Term.
ARTICLE III: LEASE OF EQUIPMENT
Section 3.1. Acquisition of Equipment. Lessee shall advise Lessor of its desire to tease equipmen`., the
equipment cost, the Contractor of the equipment, expected delivery date and the desired lease terms for such
equipment_ By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. Nothing
herein shall obligate Lessor to lease any equipment to Lessee until Lessor has executed an Exhibit A relating thereto.
if Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor
shall furnish to Lessee a proposed Exhibit A relating to the Equipment Group completed insofar as possible. Lessee
shalt order the Equipment Group from the appropriate Contractor or Contractor$. In no event shall Lessee enter into
any contract with any Contractor or issue a purchase order which references Lessor. Lessor shall have no
obligation to make any payment to a Contractor or reimburse Lessee for any payment it made to a Contractor for
an Equipment Group (or, if the alternative procedure described in Section 3.3 hereof is utilized, consent to a
disbursement by the Escrow Agent) until five (5) business days after Lessor has received all of the following in
form and substance satisfactory to Lessor. (a) an Exhibit A executed by Lessor and Lessee; (b) a Certificate of
Acceptance (however, if the alternative procedure in Section 3.3 is utilized, a Certificate of Acceptance is not
required until the entire Equipment Group is accepted); (c) a resolution or evidence of other cfficial action taken by
or on behalf of the Lessee to authorize the acquisition of the Equipment Group on the terms provided in I-xhibit A;
(d) evidence of insurance with respect to the Equipment Group in compliance with Article VI of this Agreement, (e)
Contractor invoice(s) and/or bill of sale relating to the Equipment Group and if such invoices have been paid by
Lessee, evidence of payment thereof and, if applicable, evidence of official intent to reimburse such payment as
nma,e, 3 WWI
required by the Regulations; (f) as applicable, financing statements executed by Lessee as debtor andlor the
nal certificate of title or manufacturer's certificate of origin and title application if any of the Equipment Group is
srject to certificate of title laws (g) a completed and executed Form 8038-G or-GC or evidence of filing thereof
with the Secretary of Treasury; (h) an Opinion of Counsel and (i) any other documents or items required by
Lessor.
Section 3.2. Lease; Enjoyment; Inspection. Lessor hereby leases to Lessee each Equipment Group made
subject to an Equipment Schedule, and Lessee hereby leases from Lessor such Equipment Group, upon the terms
and conditions set forth in this Agreement and in the related Equipment Schedule. During the Lease Term, Lessee
shall peaceably and quietly have and hold and enjoy the Equipment Group, except as expressly set forth in this
Agreement. Lessee agrees that Lessor and its agents shall have the right at all reasonable times to examine and
inspect the Equipment, and lessor and its agents shall have such rights of access to the Equipment as may be
reasonably-necessary to cause-ttte proper maintenance-of-4he Equipment Inthe e-vent-of_failure-by_Lessee do perform
its obligations hereunder. Notwithstanding the designation of GE Capital Public Finance, Inc. as Lessor, GE
Capital Public Finance, Inc. does not own the Equipment and by this Agreement and each Lease is merely
financing the acquisition thereof for Lessee. Lessor has not been in the chain of title of the Fquipment, does not
operate, control or have possession of the Equipment and has no control over the Lessee or the Lessee's
operation, use, storage or maintenance of the Equipment. Lessee is solely responsible for the selection of the
Equipment, and the manufacturer and vendor thereof, and is solely responsible for the use, maintenance,
operation and storage of the Equipment.
Section 3.3. Alternative Procedure; Escrow Agreement. No-Withstanding the provisions of Section 3.1, if, upon
agreement by Lessor and Lessee as to any Equipment Group to be acquired and leased by Lessee under this
Agreement, Lessor and Lessee enter into an escrow agreement with an escrow agent establishing an account from
which the Equipment Group cost is to be paid (the "Escrow Account") (a) Lessor and Lessee shall immediately
complete and execute an Exhibit A relating to the Equipment Group; (b) the amount deposited by Lessor into the
escrow Account shall be repaid by the Rental Payments due under the related Lease; and (c) the Rental Payments
I.. ating to the Equipment Group shall have an aggregate Principal component equal to the amount of Lessor's
deposit into the Escrow Account and shall be due and payable as provided in the related Exhibit A commencing upon
the deposit of funds by Lessor into the Escrow Account. Lessee acknowledges and agrees that no disbursements
shall be made from an Escrow Account except for portions of the Equipment Group which are operationally complete
and functionally independent and which may be utilized by Lessee without regard to whether the balance of the
Equipment Group is delivered and accepted.
ARTICLE TV; TERM
Section 4.1. Term. This Agreement shall be in effect from the Agreement Date until termination under Section 12.2;
provided, however, no Equipment Schedules shall be executed after any Event of Default. Each Lease with respect
to an Equipment Group shall be In effect for a Lease Term commencing upon the Lease Date and ending as provided
in Section 4.2. If on the last day of a Lease Term with respect to any Equipment Group the Rental Payments shall
not be fully paid, or provision therefor made, or if such Rental Payments shall have been abated at any time and for
any reason, such Lease Term shall be extended until the date upon which all such Rental Payments shall be fully
paid, except that such Lease Term shall in no event extend beyond the Final Termination Date.
Section 4.2, Termination of Lease Term. The Lease Term with respect to any Equipment Group will terminate
upon the occurrence of the first of the following events, (a) the payment of the Prepayment Price by Lessee pursuant
to Article X; (b) an Event of Default by Lessee and Lessor's election to terminate the Lease andlor the Agreement
pursuant to Article XII; or (c) the payment by Lessee of all Rental Payments and ah other amounts authorized or
required to be paid by Lessee pursuant to the Lease_
ARTICLE V: RENTAL PAYMENTS
Section 5.1. Rental Payments. Subject to Section 5.2, Lessee agrees to pay Rental Payments with respect to an
Equipment Group during the related Lease Term as rental for the use and possession of such Equipment Group, in
the amounts and on the dates specified in the Exhibit A relating thereto, provided that Rental Payments relating to an
Equipment Group shall be due and payable commencing upon Lessor's payment to Contractor which payment will
not be made until after lessee's execution of the related Certificate of Acceptance or, if the procedure described in
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Section 3.3 is utilized, the deposit of funds into. the Escrow Account and the availabiiity of such =unds for use by
Lessee. A portion of each Rental Payment is paid as and represents the payment of Interest as set forth in Exhibit A
of each Equipment Schedu'e, and the first Rental Payment will include Interest accruing from the Funding Date,
Lessor is authorized to insert the due dale of the first Rental Payment on Exhibit A. All Rental Payments shall be paid
to Lessor, or to such assignee(s) to which Lessor has assigned such Rental Payments as specified in Article XI, at
such place as Lessor or such assignees) may from time to time designate by written notice to Lessee. Lessee shall
pay the Rental Payments exclusively from moneys legally available therefor, in lawful money of the United States of
America.
Section 5.2. _Abatement. During any period in which, by reason of material damage or destruction or taking under
the power cf eminent domain (or sale to any entity threatening the use of such power) or material title defect with
respect to any Equipment Group, there is substantial interference with the use and possession by Lessee of any part
of such Equipment Group,-the Rental Payments-due-under the related Lease with-respect to such Equipment Group
shall be abated proportionately in whole or in part. Lessee shall immediately notify Lessor upon the occurrence of
any event causing substantial interference with Lessee's use and possession of any Equipment, and such notice shall
be provided prior to the abatement of any Rental Payments. The amount of abatement shall be such that the
remaining rental obligation for a given rental period represents fair consideration for the use and possession of the
portions of such Equipment Group that are not affected by such interference. Such abatement shall commence on
the date that Lessee's use and possession of all or a porion of such Equipment Group is restricted because of such
interference and end on the earlier of the date on which the use and possession thereof are restored to Lessee or the
date on which Lessee uses the Net Proceeds of insurance or a condemnation awards to pay the Rental Payments or
the applicable Prepayment Price. In the event of any such interference, this Agreement and the related Lease shall
continue. in full force and effect. Lessee waives the benefits cf Civil Code Section 1932 and any and all other rights to
terminate this Agreement and the related Lease by virtue of any interference with the use and possession of any
Equipment.
Section 5.3. Appropriations. The person or entity in charge of preparing Lessee's budget will include in the budget
request for each Fiscal Year the Rental Payments to become due in such Fiscal Year with respect to each Lease and
the related Equipment Group, and will use all reasonable and lawful means available to secure the appropriation of
money for such Fiscal Year sufficient to pay all such Rental Payments coming due therein. The covenants on the
part of Lessee contained in this Agreement, including the covenant to budget and appropriate amounts necessary to
make Rental Payments, shall be deemed to be duties imposed by law, and it shall be the duty of each and every
public official of Lessee to take such action and do such things as are required by law in the performance of the
official duty of such officials to enable Lessee to carry out and perform the covenants and agreements in this
Agreement and each Lease agreed to be carried out and performed by Lessee- This Agreement and each Lease
represent a firm lease and not a nonappropriation lease.
Section 5.4. Legally Available Funds. The obligations of Lessee under this Agreement and each Lease, including
its obligation to pay the Rental Payments due with respect to any Equipment Group in each Fiscal Year during each
Lease Term, shall not constitute an indebtedness of Lessee within the meaning of the Constitution and laws of the
State Rental Payments shall be made from any funds legally available therefor, but nothing herein shall constitute a
pledge by Lessee of any taxes or other moneys, other than moneys lawfully appropriated from time to time by or for
the benefit of Lessee for this purpose and the proceeds or Net Proceeds of the Equipment, to the payment of any
Rental Payment or other amount coming due hereunder.
Section 5.5. Rental Payments To Be Unconditional. Except as provided in Section 5.2, the obligation of Lessee
to make Rental Payments or any other payments required hereunder shall be absolute and unconditional in all
events. Notwithstanding any dispute between Lessee and Lessor or between Lessee and Contractor or any other
person, Lessee shall make all Rental Payments and other payments required hereunder when due and shall not
withhold any Rental Payment or other payment pending final resolution of such dispute nor shall Lessee assert any
right of set-off or counterclaim against its obligation to make Rental Payments or other payments required hereunder.
Lessee's obligation to make Rer i Payments or other payments shall not be abated on account of failure of the
Equipment to perform as desired or obsolescence of the Equipment and shall not be abated through accident or
unforeseen circumstances except as provided in Section 52.
ARTICLE VI: INSURANCE AND RISK OF LOSS
cem ante, 5 7197
I
Section 6.1. Liability and Property Insurance Lessee shall, at its own expense, procure and maintain
inuously In effect during each Lease Term (a) public liability insurance for personal injuries, death or damage to
''"foss of property arising out of or in any way relating to the Equipment sufficient to protect Lessor from liability in all
events, with a cuverage limit of not less than $1,000,000 per occurrence unless a different coverage minimum with
respect to particular Equipment is required by Lessor and specified in the related Exhibit A, and (b) insurance against
such hazards as Lessor may require, including, but not limited to, all-isk casualty and property insurance, in an
amount equal to the greater of the ful, replacement cost of the Equipment with new equipment having substantially
similar Specifications or the applicable Prepayment Price of each Equipment Group.
Section 6.2. Workers' Compensation Insurance. If required by State Law, Lessee shall carry workers'
compensation insurance covering all employees on, in, near or about the Equipment, and upon request, shall furnish
to Lessor certificates evidencing such coverage throughout the Lease Term.
Section 6.3. _Rental Interruption and Loss of Use and Occupancy Insurance. Lessee shall maintain or cause to
be maintained at its expense, throughout each Lease Term, rental interruption insurance against loss of use of the
related Equipment Group or portions thereof, with coverage equal to the maximum total Rental Payments payable
under the related Lease by Lessee for any consecutive 24-month period. The policy shall insure against abatement
of Rental Payments payable by Lessee resulting from Lessee's loss of use of the Equipment or any substantial
portion thereof and caused by any and all perils, either insured er uninsured, including acts of God. The Net
Proceeds of such insurance shall be payable to Lessor in amounts proportionate to Lessee's loss of use of the
Equipment and the corresponding rental abatement, if any, and shall supplement Rental Payments made by Lessee,
if any, during the period in which Lessee's use and occupancy of the Equipment is being restored in sufficient
amounts to make Lessor whole.
Section 6.4. Requirements for All Insurance. All insurance policies required by this Article shall be taken out and
maintained with insurance companies acceptable to Lessor; and shall contain a provision that the insurer shall not
-encel or revise coverage thereunder without giving written notice to the insured parties at least thirty (30) days
:fore the cancellation or revision becomes effective. No insurance shall be subject to any co-insurance clause.
Each insurance policy required by this Article shall name Lessor as an additional insured party and loss payee without
regard to any breach of warranty or other act or omission of Lessee and shall include a lender's toss payable
endorsement for the benefit of Lessor. Prior to the delivery of Equipment, Lessee shall deposit with Lessor evidence
satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of all
renewals or replacements thereof.
Section 6.5. Risk of Loss. As between Lessor and Lessee, Lessee assumes all risks and liabilities from any cause
whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or aeath of
any person or damage to any property, whether such injury or death be with respect to agents or employees of
Lessee or of third parties, and whether such property damage be to Lessee's property or the property of others.
Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees to reimburse Lessor for
and, to the extent permitted by law, will indemnify and hold Lessor harmless from and against all liabilities, obligations,
losses, damages, penalties, claims, actions,costs and expenses (including reasonable attomeys'fees)of whatsoever
kind and nature, imposed on, incurred by or assered against Lessor that in any way relate to or arise out of this
Agreement, the transactions contemplated hereby and the Equipment, including but not limited to, (a) the selection,
manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) failure of
Equipment to be delivered, the delivery, lease, possession, maintenance, use, condition, return or operation of the
Equipment, (c) the condition of the Equipment sold or otherwise disposed of after possession by Lessee. (d) the
conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations
hereunder and (I) any claim, loss, cost or expense involving alleged damage to the environment relating to the
Equipment, including, but rot limited to investigation, removal, cleanup and remedial costs This provision shall
survive the termination of this Agreement.
Section 6.6. Damage to or Destruction of Equipment. Lessee shall provide a complete written report to Lessor
immediately upon any loss, theft, damage or destruction of any Equipment and of any accident involving any
'%► Equipment. If all or any part of the Equipment is lost, stolen, destroyed or damaged beyond repair ("Damaged
Equipment"), Lessee shall as soon as practicable after such event either. (a) replace the same at Lessee's sole cost
and expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged
Equipment immediately prior to the time of the loss occurrence, such replacement equipment to be subject to
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Lessor's approval, whereupon such replacement equipment shall be substituted in the applicable Lease and the other
related documents by appropriate endorsnment or amendment, or (b) pay the applicable Prepayment Price of the
Damaged Equipment determined as set forth in the related Exhibit A. Lessee shall notify Lessor of which course of
action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss
occurrence. (a) Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable
Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or (c) Lessee has fa.led
to pay the applicable Prepayment Price, then Lessor may, at its sole discretion, declare the applicable Prepayment
Price of the Damaged Equipment, to be immediately due and payable, and Lessee is required to pay the same. The
Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied
to discharge Lessee's obligation under this Section. The payment of the Prepayment Price and the termination of
Lessors interest in the Damaged Equipment is subject to the terms of Section 10,3 hereof.
-XRTICLE VIt: OTHER OBLIGATIONS OF LESSEE---
Section 7.1. Use; Permits. Lessee shall exercise due care in the installation, use, operation and maintenance of
the Equipment, and shall not install, use, operate or maintain the Equipment improperly, carelessly or for a purpose or
in a manner contrary to that contemplated by this Agreement. Lessee shall operate and maintain the Equipment fully
in accordance with any insurance policy provision, applicable prevailing industry standards and, if applicable, the
manu=acturer's specifications therefor. Lessee shall obtain all permits and licenses necessary for the installation,
operation, possession and use of the Equipment. Lessee shall comply with all State and Federal Laws applicable to
the installation, use, possession and operation of the Equipment, and if compliance with any such State and Federal
Law requires changes or additions to be made to the Equipment, such changes or additions shall be made by Lessee
at its expense. Lessee shall not use any item of Equipment to haul, corvey, store, treat, transport or dispose of
any 'hazardous substances' or"hazardous waste" as such terms are defined in any federal, state or local law, rule
or regulation pertaining to the protection of the environment (together, "Environmental Laws"), Lessee agrees that
if Lessee is required to delver any item of Equipment to Lessor or Lessor's agent, the Equipment shall be
delivered free of all substances which are regulated by or form a basis for liability under any Environmental Law-
Lessee shall comply with all license and copyright requirements of any software used in connection with the
Equipment.
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Section 7.2. Maintenance of Equipment by Lessee. Lessee shall keep the Equipment at the address specified in
the respective Exhibit A and shall notify Lessor in writing prior to moving the Equipment to another address. Lessee
shall, at its own expense, maintain, preserve and keep the Equipment in good repair, working order and condition,
and shall from time to time make all repairs and replacements necessary to keep the Equipment in such condition,
and in compliance with State and Federal Laws, ordinary wear and tear excepted. Lessee shall maintain Equipment
in a condition suitable for certification by the manufacturer thereof (if certification is available). In the event that any
parts or accessories forming part of any item or items of Equipment become worn out, lost, destroyed, damaged
beyond repair or otherwise rendered unfit for use, Lessee, at its own expense and expeditiously, will replace or cause
the replacement of such parts or accessories by replacement parts or accessories free and clear of all liens and
encumbrances and with a value and utility at least equal to that of the parts or accessories being replaced (assuming
that such replaced parts and accessories were otherwise in good working order and repair). All such replacement
parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the
Equipment arid, as such, shall be subject to the terms of this Agreement. Lessor shall have no responsioility for any
of these repairs or replacements.
Section 7.3. Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this
Section, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied
against or with respect to the Equipment, the Rental Paymens or any part thereof, or which become due during the
Lease Term, whether assessec against Lessee or Lessor. Lessee shall also pay when due all utilities and other
charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special
assessments and charges lawfully made by any governmental body that may be secured by a lien on the Equipment;
provided -hat with respect to special assessments or other governmental charges that may lawfully be paid in
installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid
during the Lease Term as and when the same become due. Lessee shall not be required to pay any federal, state or
local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital
stock, corporate, or other similar lax payable by Lessor, its successors or assigns, unless such tax is made in lieu of
or as a substitute for anv tax, assessment or charge which is the obligation of Lessee under this Section.
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��,'on 7.4. Advances_ if Lessee shall fail to perform any of its obligations under this Article, Lessor may, but shall
nitre obligated to, take such action as may be necessary to cure such failure, including the advancement of money,
and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or
the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment-
ARTICLE Vill: TITLE; SECURITY INTEREST; LIENS
Section 8.1. Title. During the Lease Term, legal title to and ownership of all Equipment and any and all repairs,
replacements, substitutions and modifications thereto shall be in Lessee and Lessee shall take all actions necessary
to vest such title and ownership in Lessee.
Secti—on 8.2..-Security Interest. -t_-essee-grants to Lessor--a continu}ng;-first-priority security interestia_and_to-the
___. ...... .
Equipment, all repairs, replacements, substitutions and modifications thereto or thereof and all proceeds of the
foregoing in order to secure Lessee's payment of all Rental Payments and the performance of all other obligations to
be performed by Lessee. Each Equipment Group constitutes security and collateral for Lessee's obligations under all
Leases. Lessee will join with Lessor in executing such financing statements or other documents and will perform
such acts as Lessor may request to establish and maintain a valid first lien and perfected security interest in the
Equipment. If requested by Lessor, Lessee shall obtain a landlord and/or mortgagee's consent and waiver with
respect to the Equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment with appropriate
lettering, labels or tags, and maintain such markings during the Lease Term, so as clearly to disclose Lessor's
security interest in the Equipment. Upon termination of a Lease with respect to any Equipment Group through
exercise of Lessee's option to prepay pursuant to Article X or through payment by Lessee of all Rental Payments and
other amounts relating thereto, Lessor's security interest in such Equipment Group shall terminate, and Lessor shall
execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of
Lessors security interest in such Equipment Group.
,%,,ction 8.3. Liens. During the Lease Term, Lessee shall not, directly or indirectly, create, incur, assume or suffer to
exist any Lien on or with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein
provided. Except as expressly provided in Section 7.3 and this Article, Lessee shall promptly, at its ovrn expense,
take such action as may be necessary duly to discharge or remove any such Lien. Lessee shall reimburse Lessor for
any expenses incurred by Lessor to discharge or remove any Lien.
Section 8.4. Modification of Equipment. Lessee will not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment it such addition will change or impair the originally
intended functions, value or use of the Equipment
Section 8.5. _Personal Property. The Equipment is and shall at all times be and remain personal property and nct
fixtures.
ARTICLE IX: WARRANTIES
Section 9.1. Selection of Equipment. The Equipment and the Contractor have been selected by Lessee, and
Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment,
its suitability for the use intended by Lessee, the acceptance by the Contractor or its sales representative of the order
submitted, or any delay or failure by the Contractor or its sales representative to manufacture, deliver or install the
Equipment for use by Lessee.
Section 9.2. Contractor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all
of its interest, if any, in all Contractor's warranties, guarantees and patent indemnity protection, express or implied,
issued on or applicable to an Equipment Group, and Lessee may obtain the customary services furnished in
connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to enforce any
,ontractor's warranties or obligations on behalf of itself or Lessee.
Section 9.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT
WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION,
c Mssw 8 7197
i
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE
CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY
WIIH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY lNC',DENTAL OR
CONSEOUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE
EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT,
ARTICLE X: OPTION TO PREPAY
Section 10.1. When Available. Provided there has been no Event of Default, Lessee shall have the option to
prepay its obligations under any Lease on any Payment Date for the then applicable Prepayment Price set forth in
Exhibit A relating thereto.
Section 10.2--Exercise of-Option. Lessee-shalt give notice to Lessor of-its antentton to exercise-Ats option with_..
respect to any Lease not less than thirty (30) days prior to the Payment Date on which the option will be exercised
and shall deposit with Lessor on the date of exercise an amount equal to ali Rental Payments and any other amounts
then due or past due under the related Lease (including the Rental Payment due on the Payment Date on which the
option is exercised)and the appiicabie Prepayment Price set forth in the related Exhibit A.
Section 10.3. Release of Lessor's Interest. On receipt of the Prepayment Price in good funds with respect to any
Equipment Group, the Lease w1n respect to such Equipment Group shall terminate and Lessee shall become entitled
to such Equipment Group AS IS, WHERE IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR
THE USE CONTEMPLATED BY LESSEE, except that such Equipment Group shall not be subject to any lien or
encumbrance created by or arising through Lessor
ARTICLE XI: ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 11.1. Assignment by Lessor. All of Lessor's right, title andlor interest in and to this Agreement er any
Lease hereunder, including, but not limited to, the Rental Payments and other amounts payable by Lessee and
Lessor's interest in the Equipment, may be assigned and reassigned in whole or in part to one or more assignees or
subassignees by Lessor at any time, without the consent of Lessee. No such assignment (except an assignment to
an affiliate of Lessor or to an entity whose common stock is directly or indirectly one hundred percent (100%) owned
by Lessor's parent or indirect parent if Lessor continues to bill and collect Rental Payments) shall be effective as
against Lessee unless and until written notice of the assignment is provided to Lessee. if requested, Lessee will
acknowledge in writing receipt of such notice. Lessee shalt keep a complete and accurate record of all such
assignments, provided, however, in the event Lessor assigns its interest in this Agreement or in a Lease to an affiliate
or to another entity related to Lessor. Lessor shall maintain a record of such assignment for the benefit of Lessee-
Section 11.2. Assignment and Subleasing by Lessee, Neither this Agreement nor any Lease hereunder or any
Equipment may be sold, assigned, suUeased,-ransferred, pledged or mortgaged by Lessee.
ARTICLE XII: EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default Defined. The following are Events of Default under this Agreement and each
Lease
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid when due and
the continuation of said failure for a period of ten (10) days (other than by reason of abatement permitted under
Section 5.2).
(b) Failure by Lessee to maintain insurance as required by Article VI.
(c) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be
observed or performed hereunder, other than as referred to in Clauses (a) and (b) of this Section, for a period of thirty
(30) days after written notice specifying such failure and requesting that it be remedied has been given to Lessee by
Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided, however, if
the failure stated n the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold
c aster 9 7197
its consent to an extension of such time if corrective action is insti.uted by Lessee within the applicable period and
r ntly pursued until the default is corrected.
(d) The determination by Lessor that any representation or warranty made by Lessee in this Agreement
was untrue in any material respect upon execution of this Agreement or any Exhibit A or Exhibit B.
(e) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any
execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its
governmental functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an
agreement of co-npcsition with creditors, or the approval by a court of competent jurisdiction of any adjustment of
indebtedness of Lessee, or the dissolution or liquidation of Lessee.
—sec ion 12.2: Remedies on Defautt-V07enever-any Event of Default-shall have occurred.-Lessor_shali-have the
right, at its option and without any further demand or notce, to take one or any combination of the following remedial
steps:
(a) Lessor, with or without terminating this Agreement or any Lease, may collect each installment of
Rental Payments as it becomes due and payable with •espect to each and every Equipment Group in accordance
with each Exhibit A.
(b) Lessor, with or without terminating this Agreement or any Lease, may enter the premises where the
Equipment is kept and disable the Equipment to prevent further use thereof by Lessee and/or may repossess any or
ail of the Equipment by giving Lessee written notice to deliver the Equipment in the manner provided in Section 12.3;
or in the event Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may enter upon Lessee's
premises where the Equipment is kept and take possession of the Equipment and charge Lessee for costs incurred in
repossessing the Equipment, including reasonable attorneys' fees. Lessee hereby expressly waives any damages
^,;casioned by such repossession. If the Equipment or any portion of it has peen destroyed or damaged beyond
)air, Lessee shall pay the applicable Prepayment Price of the damaged or destroyed Equipment as set forth in the
1*1roquipment Schedule relating thereto to Lessor. Notwithstanding the fact that Lessor has taken possession of the
Equipment, Lessee shall continue to be responsible for the Rental Payments with respect thereto as and when such
Rental Payments become or would have become due and payable.
(c) If Lessor, in its discretion, takes possession and disposes of the Equipment or any portion thereof,
Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: (i) all costs
(including, but not limited to, attorneys' fees) incurred in securing possession of the Equipment; (ii) all expenses
incurred in completing the disposition; (iii) any sales or transfer taxes; and (iv) the balance of any Rental Payments
with respect thereto as and when such Rental Payments would become due and payable. Any disposition proceeds
remaining after the requirements of Clauses (i), (ii), (iii)and (iv) have been met shall be paid to Lessee.
(d) By action pursuant to the California Code of Civil Procedure, or as otherwise provided by law, obtain
the issuance of a writ of mandamus enforcing, for the entire balance of each Lease Term, the duty of Lessee to
appropriate and take all other administrative steps necessary for the making of Rental Payments.
(e) Lessor may take any other remedy available, at law or in equity, with respect to an Event of Default,
including (without limitation) those requiring Lessee to perform any of its obligations under this Agreement and each
Lease or to pay any moneys due and payable to Lessor, provided Lessor shall have no right to accelerate Rental
Payments or otherwise declare any Rental Payments not then in default to be immediately due and payable.
Section 12.3. Return of Equipment; Release of Lessee's Interest. Upon termination of this Agreement and/or
any Lease hereunder prior to the payment of all Rental Payments or the applicable Prepayment Price in accordance
with each Exhibit A: (i) Lessor may enter upon Lessee's premises where the Equipment is kept and disable the
Equipment to prevent its further use by Lessee and (ii) Lessee shall promptly, but in any event within ten (10) days
after such termination, at its own cost and expense: (a) perform any testing and repairs required to place the
•.•Equipment in the condition required by Article VII; (b) if deinstailation, disassembly or crating is required, cause the
Equipment to be deinstalled, disassembled and crated by an authorized manufacturer's representative or such other
service person as is satisfactory to Lessor; and (c)deliver the Equipment to a location specified by Lessor,freight and
insurance prepaid by Lessee. If Lessee refuses to deliver the Equipment in the manner designated, Lessor may
camaster 10 7197
i
repossess the Equipment and Charge to Lessee the costs of such repossession. Upon termination of this Lease in
accordance with Article XII hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and
unencumbered legal title and ownership of the Equipment shall pass to Lessor, Lessee shall have no further
interest therein and Lessee shall execute and deliver to Lessor such documents as Lessor may request to
evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equ�pment.
Section 12.4. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to
be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under
this Agreement. No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof but any such right and power may be exercised from time
to time and as often as may be deemed expedient by Lessor.
Section 123 Late Charge.—ML-never-arty-Event-of Default-under-Section-12.1�lause�a;.shall have hap�.ened.._
and be continuing, Lessor shall have the right, at its option and without any further demand or notice, to require a late
payment charge accruing from the tenth day after the Payment Date until the payment is made equal to the lesser of
five cents($.05) per dollar of the delinquent amount or the lawful maximum, and Lessee shall be obligated to pay the
same immediately upon receipt of Lessors written invoice therefor, provided, however, that this Section shall not be
applicable if or to the extent that the application thereof would affect the validity of this Agreement.
ARTICLE Xlll: ADMINISTRATIVE PROVISIONS
Section 13.1. Notices. All notices, certificates, or other communications hereunder shall be sufficiently given and
shall be deemed given when delivered or deposited in the United States mail in registered form with postage fully
prepaid to the addresses specified on the execution page hereof; provided that Lessor and Lessee, by notice given
hereunder, may designate different addresses to which subsequent notices, certificates, or other communications will
be sent.
Section 13.2. Financial Information. Lessee will provide Lessor with current financial statements, budgets, proof of
appropriation for the ensuing Fiscal Year and such other financial information relating to the ability of Lessee to
continue this Agreement and any Lease as may be requested by Lessor.
Section 13.3. Binding Effect. This Agreement and each Lease hereunder shall inure to the benefit of and shall be
binding upon Lessor and Lessee and their respective successors and assigns.
Section 13.4. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof.
Section 13.5. Entire Agreement, AmendmentsChanges_and Modifications. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous writings, understandings, agreements, solicitation documents and representations, express or
implied. This Agreement may be amended or modified only by written documents duly authorized, executed and
delivered by Lessor and Lessee.
Section 13.6. Captions. The captions or headings in this Agreement are for convenience only and in no way define,
limit or describe the scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 13.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from
time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such
supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or
incorrect description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed
intention of this Agreement.
Section 13,8, Execution in Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument,
provided that only the original of this Agreement and each Equipment Schedule marked `Original- Chattel Paper' on
the execution page thereof shall constitute chattel paper under the Uniform Commercial code,
c masiar 11 7197
-tion 13.9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of
State.
Section 13.10. Financing Statement. A carbon, photographic or other reproduction of this Agreement is sufficient
as a financing statement in the State to perfect the security interests granted to Lessor.
Section 13.11. Usury. 1t is the intention of the parties hereto to comply with any applicable usury laws; accordingly,
it is agreed that, notwithstanding any provisions to the contrary herein or in any Exhibit A, in no event shall this
Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the
nature of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess Interest or
fees shall first be applied to reduce Principal, and when no Principal remains, refunded to Lessee In determining
---whether the Interest pax -�y+able--exceeds.the-highest law`.ul_rate, the.total-amount9Llntere5Lshall be spread _
through the applicable Lease Term so that the Interest is uniform through such term.
Section 13.12. Lessee's Performance. Time is of the essence. Lessor's failure at any time to require strict
performance by Lessee of any of Lessee's obligations shall not waive or diminish Lessors rights thereafter to
demand strict compliance by Lessee.
Section 13,13. Third Party Beneficiaries. Nothing herein shall be construed or interpreted to give any person other
than Lessee and Lessor any legal or equitable right, remedy or claim under or in respect of this Agreement or any
Lease. Lessor and Lessee agree that no Contractor is a third party beneficiary of this Agreement and there are no
third party beneficiaries of this Agreement.
Section 13.14. Waiver of Jury Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or
proceeding with respect to,in connection with or arising out of this Agreement or any Lease.
[REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS]
ramestet 12 7197
GE CAPITAL PUBLIC FINANCE, INC.
EXECUTION PAGE OF CALIFORNIA MASTER LEASE AGREEMENT
Agreement Date: July 1, 1998
Fiscal Year Commencement Date: July 1st Fiscal Year End Date: June 30th
IN WITNESS WHEREOF, Lessor has caused this Agreement In be executed in its corporate narne by its duly
authorized officer, anc Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
CITY OF SAN JACINTO, GE CAPITAL PUBLIC FINANCE, INC.,
Lessee Lessor
By:
Title: Title,
Date: Date
Address: 201 E. Main 5t Address: 8400 Normandale Lake Blvd„ Suite 470
San Jacinto, CA 92583 Minneapolis, MN 55347-1079
Attention: Risk Management
Telephone: 909-487-7340 Telephone: 800-346-3164
Facsimile: 909-654-3728 Facsimile: 612-897-5601
Original-Chattel Paper
c mRsIer 13 7197
GE CAPITAL PUBLIC FINANCE, INC.
EQUIPMENT SCHEDULE NO,4086137-001
EXHIBIT A
Schedule of Equipment, Rental Payments, Etc.
The following Equipment comprises an Equipment Group which is the subject of the California Master Lease
Agreement dated as of July 1, 1998 (the "Agreement"), between the undersigned Lessor and Lessee. The
Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms all of its representations and warranties
-contained in the-AgreemepA—Lessee- wamants that-nc-Euent_of-Default or any event which—with the passage of time
or the giving of notice, would constitute a default has occurred under the Agreement. In accordance with the
requirements of applicable State Law, Lessee has appropriated or obtained sufficient appropriations to pay the Rental
Payments due under this Agreement in the current Fiscal Year and such funds have not been expended for any other
purpose.
Lease Date: July 1, 1998
EQUIPMENT GROUP
1 Location. The Equipment Group is located at the following address. If requested by Lessor, Lessee will
provide the complete legal descriptions of the property where the Equipment Group is located. Prior to
relocation of the Equipment Group or portion thereof during the Lease Term, Lessee will provide written
*AW notice to Lessor.
2. Use. Lessee will use the Equipment Group to perform the fol',owing essential governmental or proprietary
functions: Collection of solid waste materials
3. Description. The following description of the Equipment Group is sk pplemented by the description of items of
Equipmert in the Contractor's invoices delivered by Lessee to Lessor and/or by the description of Equipment
in Payment Request Forms executed by Lessor to authorize disbursements from an Escrow Account.
Quanti Cost Per Unit Description Serial Number`
One(1) Front Loader $124,161.40 1995 Peterbilt IXPZL59X8T0709315
One(1) Side Loader $'38,231.h0 1995 Peterbilt IXPZL59XITD709365
Two(2) Radios $ 1,376.68 Kenwood 705 2-way
NW-
*If serial numbers are not available at the date of signing this Exhibit A, Lessee hereby authorizes Lessor to insert the
serial numbers when avaiiable and Lessor shall provide Lessee with a copy of the completed Exhibit A.
w aslel 1 7197
RENTAL PAYMENTS
Annual Interest Percentage Rate: 6,44%
Lessee will make 8 Rental Payments of $26,883.35 each consisting of Principal and Interest as set forth in the
attached schedule- The fist Rental Payment is due on the 90th day after the Funding Date and subsequent
payments are due semi-annually on like date thereafter.
CITY OF SAN JACINTO, GE CAPITAL PUBLIC FINANCE, INC.
Lessee Lessor
By' By,
-1 i lle: Title:
Date: Date:
Attachment: Payment Schedule
Original-Chattel Paper
ssta 2 V97
E Capital Public Finance, Inc.
Payment Sr hit duIt
Funding Date .... ... .... ............. ........ ... ............. ...... Jul-01-98
Coupon Rate ............. ... ... ... ............. „ _. 6.4400%
Payment Total principal Interest prepayment
NOW date Number Payment Component Component Price'
Jul-01-98 0 O00 0.00 0.00 182,669,17
May 17-99 1 26,883 15 16,557.32 10,326.03 166,1 10.85
Nov-17-99 2 26,983.35 21,534.58 5,348.77 144,576.27
May-17-00 3 26,883.35 2222,99 4,655.36 122,348.2&
Nov-17-00 4 26,883.35 22 943.74 3,939.61 99,404.54
May-17-01 5 26,883.35 23,682.52 3.200.B3 75.722.02
Nov-17-01 6 26,883.35 24,445.10 2,439.25 5L276.92
May-]7.02 7 26,883.35 25,232 23 1,651.12 26.044.69
Nov-17-02 8 26,893.35 26,044.69 83B.66 0,00
TOT AL 215,006,80 182,668.17 32,399.63
After payment of rental payment duc on such date
mar•
GE CAPITAL PUBLIC FINANCE, INC.
EQUIPMENT SCHEDULE NO.4086137-001
EXHIBIT S
Certificate of Acceptance
I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with
respect to the above-referenced Equipment Schedule dated July 1, 1998 to the California Master Lease Agreement
dated as of July 1, 1998 (the `Agreement', and together with such Equipment Schedule, the "Lease"), by and
between Lessa"nd GE CapitaI_2ub1i_Finanrelnc_ ("Lessor"),that:
1. The equipment described In Exhibit A (the "Equipment Group") has been delivered and installed In
accordance with Lessee's Specifications, is in good working order and is fully operational and has been fully and
finally accepted by Lessee on or before the date indicated below.
2. Rental Payments are due and payable by Lessee on the dates and in the amounts indicated on
Exhibit A of the above-referenced Equipment Schedule as such Exhibit is completed by Lessor.
CITY OF SAN JACINTO,
Lessee
By:
Title,
Date:
r Master 7197
GE CAPITAL PUBLIC FINANCE, INC.
EXHIBIT G
�' A Opinion off Counsel
,is (to be typed on letterhead of counsel)
[insert date which is date on or after date of Lessee's execution of documents]
GE Capital Public Finance, Inc. CITY OF SAN JACINTO
8400 Normandale Lake Blvd_,Suite 470 201 E. Main St.
Minneapolis, MN 55437 San Jacinto,CA 92583
Re: California Master Lease Agreement dated as of July 1, 1998 by and between GE Capital Public Finance, Inc.("Lessor')
and CIF essee
[Counsel to expand opinion to include executed Addenda to Lease,if applicable,
and delete reference to Escrow Agreement,if not applicable]
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the California Master Lease Agreement described above and various related
matters, and in this capacity have reviewed a duplicate original or certified copy thereof, Equipment Schedule No. 4086137-001
attached thereto and executed pursuant thereto(together,the"Lease")and the Escrow Agreement dated as of
(the "Escrow Agreement") among Lessor, Lessee and , as escrow agent. Based upon the
examination of these and such other documents as i deem relevant,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 applicable law to enter into the Lease and the Escrow Agreement,
and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Lease and the Escrow Agreement have been duly authorized, approved, executed and delivered by and
~`on behalf of Lessee, and are legal, valid and binding contracts of Lessee enforceable in accordance with their terms, except to
I
he extent limited by State and Federal laws affecting remedies and by hankruptcy, reorganization or other laws of general
application relating to or affecting the enforcement of creditors'rights.
4. The authorization, approval and execution of the Lease and the Escrow Agreement and all other proceedings
of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting,
public records, public bidding and all other laws,rules and regulations of the State.
5. The execution of the Lease and the Escrow Agreement and the appropriation of moneys to pay the Rental
Payments coming due thereunder do not and will nut result in the violation of any constitutional, statutory or other limitation
relating to the manner,form or amount of indebtedness which may be incurred by Lessee.
6. There is no litigation,action, suit or proceeding pending or before any court,administrative agency, arbitrator or
governmental body that challenges the organization or existence of Lessee; the authority of Lessee or its officers or its
employees to enter into the Lease or the Escrow Agreement; the proper authorization, approval andlor execution of the Lease,
the Escrow Agreement and other documents contemplated thereby;the appropriation of moneys to make Rental Payments under
the Lease for the current fiscal year of Lessee; or the ability of Lessee otherwise to perform Is obligations under the Lease, the
Escrow Agreement and the transactions contemplated thereby and,to the best of my knowledge, no such litigation or actions are
threatened.
7. The equipment financed by the Lease is personal property, and when used by the Lessee will not be or
become fixtures under the laws of the State,
8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body
on , 19., and such resolution has not been amended, modified, supplemented or repealed and
remains in full force and effect
-
9, This opinion may be relied upon by assignees of Lessor.
Very truly yours,
-c.P
(type name and title 04eir signature)
camann 7197
GE CAPITAL PUBLIC FINANCE, INC.
QUESTIONNAIRE FOR SELF-INSURANCE
Ir connection with the California Master Lease Agreement (:he "Agreement"), dated as of July 1, 1998, made and
entered into by and between GE Capital Public Finance, Inc., as Lessor, and the lessee identified below, as Lessee,
Lessee warrants and represents to Lessor as follows:
1. Property Insurance.
— -- -• Lessee.is self-arsured foL_damage ofrestructiQn_to,tae-Fquipment..YES NO circle one
If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-
nsurance program is
The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-
insurance limits for property damage to the Equipment as indicated above. YES NO (circle
one)
If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle
one)
If yes, the dollar limit for property damage to the Equipment under such umbrella policy is
S
2. Liability Insurance.
Lessee is self insured for liability for injury or death of any person or damage or loss of Y
property arising out of or relating tc the condition or operation of the Equipment. YES NO
(circle one)
If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is
S
The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-
insorance limits for liability including injury or death of persons or damage to property as
indicated in above. YES NO (circle one)
If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as
well as damage or loss of property arising out of or relating to the condition or operation of
the Equipment. YES NO (circle one)
I` yes, the dollar amount of the umbrella policy's limits for such liability coverage is
3A. • Lessee maintains a self-insurance fund. YES NO (circle one)
It yes, please complete the following:
Monies in the self-insurance fund are subject to annual appropriation. YES NO (circle one)
The total amount maintained in the self-insurance fund to cover Lessee's self-insurance
liabilities is $
mmastar 1 7197
Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim.
YES NO (circle one)
�r.
If yes, the dollar amount of limit per claim is$
3B If Lessee does not maintain a self-insurance fund, please complete the following,
Lessee obtains funds to pay claims for which it has self-insured from the following sources:
• The limitations on the amounts payable from the above sources for claims are as follows:
A. The following entity or officer has authority to authorize payment for a claim-
In the event the entity or officer named in the prior response denies payment of a claim,
does the ciaima-it have recourse to another administrative officer, agency or the courts?
YES NO (circle one)
If yes, to whom does the claimant have recourse?
5. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee.
IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the
representations of Lessee in the Agreement by its duly authorized officer.
CITY OF SAN JACINTO,
Lessee
fay
Title:
Date:
+Attachment
�.as(ff 2 7197
GE CAPITAL PUBLIC FINANCE, INC.
ADDENDUM TO EQUIPMENT SCHEDULE NO.4086137-001 TO
CALIFORNIA MASTER LEASE AGREEMENT RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of July 1, 1998 between GE Capital Public Finance, Inc. ("Lessor) and CITY OF SAN
JACINTO("Lessee").
Recitals
_ A_-__Lessor and Lessee have entered_into a California Master Lease Agreement dated as of July 1, 1998and
the above-referenced Equipment Schedule dated as of July 1, 19�J$ (the Cease j�ssee Beslres taiease-Equipment-- —
described in the Lease (the "Equipment")and Lessee has requested that Lessor lease such Equipment to Lessee
B. With respect to the Lease, Lessee has requested that Lessor permit it to provide self-insurance for liability
claims and property damage.
C. Lessor is willing to grant Lessee's request subject to the following terms and conditions.
NOW.THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the
Agreement, it is hereby agreed as follows-
1. All terms capitalized but not defined herein shall have the meanings ascribed to them in the Lease.
2. Lessee hereby represents and warrants that all representations and warranties contained in the Lease
are true and correct as of the date hereof and that neither an event described in Section 5.2 of the Agreement nor any
Event of Default or event which, with the passage of time or giving of notice or both, will constitute an Event of Default has
occurred under the Lease.
3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain
in full force and effect and are hereby ratified and confirmed by Lessee.
4- Lessee represents and warrants that all representations and warranties contained in the Questionnaire
for Self-Insurance dated July 1, 1998(the"Questionnaire")are true and correct as of the date hereof.
5. Lessor acknowledges receipt of the Questionnaire and in reliance upon the information provided therein,
agrees that Lessee may satisfy the requirements of Section 6.1 of the Agreement with respect to above-referenced
Equipment Schedule through self insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to the above-referenced
Equipment 5cheduie to accept self-insurance in lieu of the insurance required by Section 6 1 of the Lease at any time
during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty (30)
days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 6.1 of the Agreement
and provide evidence thereof to Lessor.
IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and
year first above written.
CITY OF SAN JACINTO, GE CAPITAL PUBLIC FINANCE, INC.,
L f.s:ee Lessor
By: By:
Title: Title:
Date: Date:
wmafilw 7197
1*0W NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
GE Capital Public Finance, Inc_ ("LessorlAssignor"), hereby gives notice of a Bill of Sale (the"Assignment")
between Lessav'Assignor and Gb Capital Preferred Asset Corporation("Assignee")pursuant to which, among
other things, Lessor/Assignor assigned to Assignee all of its rights in and to the rental payments and other
amounts due under Equipment Schedule No. 4086137-001 dated July 1, 1998 to California Master Lease
Agreement dated July 1, 1998 (the"Lease") by and between Lessor/Assignor and CITY OF SAN JACINTO
("Lessee"), and all of its rights in and to the acquisition fund. Lessor+'Assignor hereby requests, and instructs
Lessee, that all Rental Payments and other amounts coming due pursuant to Equipment Schedule No.
_4086137-001 of the Lease on and after the date hereof are payable to and should be remitted to Assignee at the
followutg address: --'"
GE Capital Preferred Asset Corporation
P. O. Box 747016
960 Fort Duquesne Blvd,
Pittsburgh, PA 15274-7016
Lessee hereby acknowledges the effect of the Assignment and absolutely and unconditionally agrees to deliver
all Rental Payments and other amounts coming due under Equipment Schedule No.4096137-001 of the Lease
in accordance with the terms thereof on or after the date of this notice to Assignee at the address set forth
above. Any questions of Lessee relative to billing or other administrative items, should be referred to
Lessor/Assignor at the address below:
GE Capital Public Finance, Inc.
8400 Normandale Lake Blvd., Suite 470
w.. Minneapolis, MN 55431
Attention Thomas Murphy,Vice President-Risk Management
(612)897.5620(telephone)
(612)897-5631 (facsimile)
Lesser/Assignor and Lessee agree and acknowledge that this Notice and Acknowledgment of Assignment is
made for and inures to the benefit of Assignee in connection with the transactions contemplated by the
Assignment.
CITY OF SAN JACINTO GE CAPITAL PUBLIC FINANCE,INC.
Lessee LessorlAssignor
By;—_ By:
Its: Its:
Date: Date:
4086137-001
Form 8038-G Information Return for Tax-Exempt Governmental Obligations 4086137-001frp
(Rev. May 1995) Do. Under Internal Revenue Code section 149(e) OMB No. 1545.072U
oepa-tmemotthe rrea,,ry 10- See separate Instructions.
Irtemal Revenue service (Note: Use Fora?8038-GC if the issue price is under$f00,000,J
Reporting Authority If Amended 1Return,Check here 1
El-
1 Issuers name 2 Issuer's employer Identification
City of San Jacinto 95 60000780
3 Number and street(or P O,box if mail is not delivered to Street address) RDommulte 4 Report number
201 IF Main Street _ 1999-
5 City, town,or post office,state, and ZIP code 6 Date of Issue
San Jacinto,CA 92583
7 Name of issue 8 Cl number
California Master Lease Agreement N!A
Type of Issue (check applicable boxes) and enter the issue price)
9 Education(attach schedule-see instructions) . . . . . . . . . 9
10 n health and hospital(allach schedule-see instructions). - . . 10
11 1D�Transportation. - - - - - - .. . . . . :----, --- -- -11
12 Public safety, - . - . - . - - - - - - - . . . - . . . . - - 12
13 Environment(including sewage bonds) - . . . . 13
14 Housing - . . . . . . . - - - - - - - 14
15 Utilities - . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 15
16 ® Other. Describe(see instructions) 1 2 trucks,2 radios 16 $182,668,17
17 if obligations are tax or other revenue anticipation bonds,check box 1
18 If obligators are in the form of a lease or installment sale, check box ►
pescription of Obligations
W (b) {pl tdl W (11 19r
MaWrity Date Inleie57 Rale Issue Phoe staled Redemption Weighted Yield i interest
price at matunly Average Maturq cost
19 Final Maturity NA NA NA NA
20 Ent re issue $182,658.17 NA 4yrs. 6.44 NA
Uses of Proceeds of Bonds Issue (including underwriters'discount)
21 Proceeds used for accrued interest. . . . . . . . . . . . . . . . . .. . . - - . . 21 NA
22 Issue Price of entire issue (Enter amount from line 20,column(c)) - - ,. . . 22 NA
23 Proceeds used for bond issuance costs(including underwriters'discount) . . . . . . . 23 NA
24 Proceeds used for credit enhancernen[ 24 NA
25 Proceeds allocated to re8scn2i require reserve or replacement fund. . . . . . . . . . 25 NA
26 Proceeds used to currently,refund prior issues. . . . . . . . . . . . . . . . . . i6 NA
27 Proceeds used to advance refund prior issues. . . . .. . . . . . . . . .. . . . . . . . 27 NA
28 Total(add lines 23 through 27). . . .. - . . - - . . - - - - - 28 NA
29 Nonrefunding proceeds of the issue (subtract line 28 from line 22 and Puler amount here)- 29 NA
Description of Refunded Bonds (Complete this part only for refunding bonds.) NA
30 Enter the remaining weighted average maturity of the bonds to be currently refunded. - - - - .. - years
31 Enter the remaining weighted average maturity of the bonds to be advanced refunded. . . . . . . . . . . . . . . . . years
32 Enter the last date on which the refunded bonds will called - -
33 Enter the dates(s)the refunded bonds were issued ►
Miscellaneous NA
34 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5). . - - - .. 34
35 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(13)(i)(111)(small issuer exception)- 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(See instructions. 31
b Enter the final maturity date of the guaranteed investment contract. . 1
37a Pooled firarcings:a Proceeds of this issue that are to be used to make loans to other governmental units 37b
b If this issue is a loan made from the proceeds of another tax-exempt issue,check box 1 and enter the name of the
issuer 1 and the date of the issue 1
38 If the Issuer has elected to pay a penalty in lieu of arbitrage rebate, check box. . . - - /
39 It the issuer has identified a hedge,check box. . . . - . . . . -
Under pcna Ves of popery, declare ILaI hire examined this return and accompanying schedules dntl 51atmeuts,and to the hest of my knowledge dnd
4e lief,they are true,correct.and mrn pleta.
Please
Sign ,
Here Issuers aulhulvad represeniaiiva Date 71fpa of print name and title w�
IWA I IU14AL r1[VANt IN1i b I A II kIYIENT (FORM UCC1) (TRANS) (REV. 12118195)
IMPORTANT— EAO tNSTRUCTIONS ON BACK BEFORE FILLING OUT FORM - DO NOT DETACH STUB 098273
' THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT — FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is preeerrted for filing porauem to the Uniform Commercial Code
and will remain effective with certain e><ca lotto for 5 yeam from date of fitin .
A.NAME&TEL,/OF CONTACT AT FILER lopt[onall B. FILING OFFICE ACCT.If (optional)
C.RETURN COPY TO; INerne end Mailing Addreael
F
L
D.OPTIONAL DESIGNATION[If applioablel; LESSORAESSEE CONSIGNOFVCONSIGFIEE NON-UCC FILING
1. CEBTOR'S EXACT FULL LEGAL NAME-insert onhy one debtor name If a or 1bl
I..ENTITY'S NAME
CITY OF SAN JACINTO
OR 1b,INDIVIDUAL'S LAST NAME FIRST NAME MIDDLENAME SUFHX
1 c.MAID NG ADDRESS CITY STATE COUNTRY POSTAL CODE
201 E. MAIN STREET SAN JACINTO CA USA 92583
1a.S.S.OR TAX S.D.N OPTIONAL I Ia.TYPE OF ENTITY 1t.ENTITY'S STATE 1 a.ENTITY'S ORGANIZATIONAL LD.N,If any
ADD'NL INFO RE OR COUNTRY
60000780 eNTrrY nFEITOR ICAGANIZATIONOF
NONE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name Ile or 2b1
2..ENTITY'S NAME
OR 21r,INDIVIUUAL'S LAST NAME FIRST NAME MIDDLE14AME SUFFIX
2c.MAILING ADDRESS CNY STATE COUNTRY POSTAL CODE
2d.S.S.OR TAX I.E.A OPTIDNAl 120,TYPE OF ENTNY 2LENTITY'S STATE 129.EN71TY'5 ORGANIZATIONAL I.D.a,if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTORI 1019GANIZAI$UN INONE
3.SECURED PARTY'S IORIGINAL M or ITS TOTAL ASSIGNED EXACT FULL LEGAL NAME-insert only one Secured party name 13a or 3b1
O.,ENTITY'S NAME
GE CAPITAL PUBLIC FINANCE, INC.
OR 3h.1NDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME DUFFIx
9c.MAILING ADDRESS CITY STATE COUNTRY POSTALCODE
8400 NORMANDALE LAKE BLVD. , STE 470 MINNEAPOLTS 14N USA 55437
4,Ths FINANCING STATEMENT ouY"the following TYpea or Hama at property:
Equipment and as described un Exhibit A hereto
4086137-001/RP SOS-CA
5.CHECK 7h s FINANCING STATEMENT b Signed by the Secured Forty Iraneed of the Debtor to Wort a secu-ity immal 7.If IIIed In Florlaa fewk oral SOX
Lj
lei in collateral already aub*t to a tacurity intermt In another jwisdietlan whin It wM brought Into Tell.tare,or wtwn the Dacraneot., Doauav+I.ry.hmp
III.ppli"hl.l debtor's location Wm changed to this Hate,or IN In accordance with other ftatut. provl.i.la ladditi.n.i dale may be Fegabed] Lj camp tore paid ❑Ism not appllcabic
6.REOUIRED SIGNATUREGI B.❑Thu FINANCING STATEMENT la I.be filed Itor rW.Idl
I.,rewrdeal In the REAL ESTATE RECORDS
Attach Ad dendum [if.pp1m.ble]