RES 2013-014
CITY OF SOUTH LAKE TAHOE
RESOLUTION NO. 2013-14
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SOUTH LAKE TAHOE AUTHORIZING THE BUDGET
AMENDMENT OF $74,172 TO COVER THE FIRST YEAR
LEASE PAYMENT AND OTHER FIRST YEAR EXPENSES TO
INCLUDE SALARY AND CONCRETE PAD/SIGNS
INSTALLATION BY USING AVAILABLE FUND BALANCE IN
FUND 515, PARKING MANAGEMENT-BEACHES
WHEREAS, the City of South Lake Tahoe desires to expand the current
parking program; and
WHEREAS, the City Council has approved the establishment of paid parking
areas in several additional areas within the City as outlined in the City of South Lake
Tahoe Code of Ordinances; and
WHEREAS, City staff determined that the police department budget must be
increased by $74,172 in order to establish the necessary infrastructure for the
expanded paid parking areas.
NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of
South Lake Tahoe does hereby authorize and approve the following budget
amendment to the 2012-2013 Fiscal Year Budget:
Account Number
Increase Appropriation
515-05330-46120 (Lease Payment)
515-05330-41020 (Personnel- 5 Mo, May-Sept)
515-05330-48030 (Construction-Pad and Signs)
$49,069
$15,203
$9,900
PASSED AND ADOPTED by the City Council of the City of South Lake Tahoe
at a meeting on Rebruary 5, 2013by the following vote:
AYES:
Councilmembers CONl\1ER, LAINE & SWANSON
NOES:
Councilmembers DAVIS & COLE
ABSTAIN: Councilmembers
ABSENT: Councilmembers ~~
of (}11!/r~ ~~~. 4~.
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.(LM d-lJ,,J-- f ! , ~
'Susan Alessi, City Clerk \\~U.~.~. I~] f.:. l?) ~OfT'.' ,.:'lDavis, Mayor 2/ J '" 13
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rd- CalFirst
rnIifnrni;i First Natinnal Rank
October 24, 2013
Mr. Brian Uhler
Police Chief /Acting City Manager
City of South Lake Tahoe
1901 Airport Road
South Lake Tahoe
RE: MASTER EQUIPMENT LEASE /PURCHASE AGREEMENT NO. BL -01474
SCHEDULE OF PROPERTY NO. 01
Dear Mr. Uhler:
Enclosed you will find the following counter - executed copies for your file.
MASTER EQUIPMENT LEASE /PURCHASE AGREEMENT DOCUMENTS
• Master Equipment Lease /Purchase Agreement No. BL- 01474;
• Exhibit "A": Schedule of Property No. 01;
• Exhibit "A -1 ": Rental Payment Schedule;
• Exhibit "A -2 ": Final and Complete Equipment Description;
• Exhibit "B ": Final Acceptance;
• Opinion of Counsel Letter;
• Exhibit "D ": Acceptance of Rental Payment Obligation;
• Essential Use /Source of Funds Certificate;
• Incumbency Certificate;
• Municipal Certificate; and
• Tax Form 8038 -G.
If you have any questions please don't hesitate to call me at 800 - 735 -2465, Ext. 265.
Sincerely,
California First National Bank
aula Evans
Lease Adminstrator
Enclosures
- 01.fun 28 Executive Park • Irvine, California 92614
F% Phone 800 - 735 -2465 • Fax 800 - 735 -4589 • www.Ca]First.com
valifornia First National Bank
MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Equipment Lease/Purchase Agreement No. BLO1474 dated as of July 01 , 2013, and entered into between Califomia
First National Bank rCalFlrst"), a California corporation ("Lessor"), and City of South Lake Tahoe , a body corporate and politic existing
under the laws of the State of California ("Lessee ").
1. Agreement. Lessee agrees to lease from Lessor certain
"Equipment" as described In each Equipment Schedule (Exhibit
A), which together with a Rental Payment Schedule (Exhibit A -1)
constitute a "Schedule ", subject to the terms and conditions of
and for the purposes set forth in each Lease. Items of equipment
may be added to the Equipment from time to time by execution
of additional Schedules by the parties hereto and as otherwise
provided herein. Each Schedule and the terms and provisions of
this Agreement (which Includes all exhibits hereto, together with
any amendments and modifications pursuant thereto) which are
incorporated by reference Into such Schedule shall constitute a
separate and independent lease and installment purchase of the
Equipment therein described and are referred to herein as a
"Lease ".
2. Term. The "Commencement Date" for each Lease Is the date
when interest commences to accrue under such Lease which
date shall be the earlier of (1) the date on which the Equipment
listed in such Lease is accepted by Lessee in the manner
described in Section 11, or (11) the date on which sufficient
monies to purchase the Equipment listed in such Lease are
if posited for that purpose with an escrow agent, or (iii) the date
%Pdfflclent monies are set aside for acquisition of Equipment as
evidenced in Exhibit D, if applicable. The "Lease Term" for each
Lease means the Original Term and all Renewal Terms therein
provided and for this Agreement means the period from the date
hereof until this Agreement is terminated. The "Original Term"
means the period from the Commencement Date for each Lease
until the end of Lessee's fiscal year or biennium (as the case
may be) (the "Fiscal Period ") In effect at such Commencement
Date. The "Renewal Term" for each Lease is each term having a
duration that is coextensive with the Fiscal Period.
3. Representations and Covenants of Lessee. Lessee
represents, covenants and warrants for the benefit of Lessor on
the date hereof and as of the Commencement Date of each
Lease as follows: (a) Lessee is a public body corporate and
politic duly organized and existing under the constitution and
laws of the State with full power and authority under the
constitution and laws of the state where the Lessee is located
( "State ") to enter into this Agreement and each Lease and the
transactions contemplated hereby and to perform all of its
obligations hereunder and under each Lease; (b) Lessee has
duly authorized the execution and delivery of this Agreement and
each Lease by proper action of its governing body at a meeting
duly called and held in accordance with State law, or by other
appropriate official approval, and all requirements have been met
and procedures have occurred to ensure the validity and
enforceability of this Agreement and each Lease; (c) Lessee will
do or cause to be done all things necessary to preserve and
keep In full force and effect its existence as a body corporate and
politic; (d) Lessee has complied with such public bidding
quirements as may be applicable to this Agreement and each
ase and the acquisition by Lessee of the Equipment as
provided in each Lease; (e) during the Lease Term, the
Equipment will be used by Lessee solely and exclusively for the
purpose of performing essential governmental or proprietary
functions of Lessee consistent with the permissible scope of
Lessee's authority; (f) Lessee will annually provide Lessor with
current financial statements, budgets, proof of appropriation for
the ensuing Fiscal Period, and such other financial information
relating to the ability of Lessee to continue each Lease as may
be requested by Lessor; and (g) Lessee has an immediate need
for the Equipment listed on each Schedule and expects to make
immediate use of the Equipment listed on each Schedule.
4. Tax and Arbitrage Representations. Lessee hereby
represents as follows:(a) the estimated total costs of the
Equipment listed in each Schedule will not be less than the total
principal portion of the Rental Payments listed In such Rental
Payment Schedule; (b) the Equipment listed in each Schedule
has been ordered or Is expected to be ordered within 6 months
of the Commencement Date, and all amounts deposited in
escrow to pay for the Equipment, and interest earnings, will be
expended on costs of the Equipment and the financing within 3
years of Commencement Date; (c) no proceeds of any Lease will
be used to reimburse Lessee for expenditures made more than
60 days prior to the Commencement Date or, If earlier, more
than 60 days prior to any official action taken to evidence an
Intent to finance; (d) Lessee has not created or established, and
does not expect to create or establish, any sinking fund or similar
fund (i) that is reasonably expected to be used to pay the Rental
Payments, or (11) that may be used solely to prevent a default in
the payment of the Rental Payments; (e) the Equipment listed In
each Schedule has not been and is not expected to be sold or
otherwise disposed of by Lessee, either in whole or In part, prior
to the last maturity of Rental Payments; (f) Lessee will comply
with all applicable provisions of the Internal Revenue Code of
1986, as amended ("Code "), including without limitation Sections
103 and 148 thereof, and the applicable regulations of the
Treasury Department to maintain the exclusion of the Interest
components of Rental Payments from gross Income for purposes
of federal income taxation; and (g) Lessee Intends that each
Lease not constitute a "true" lease for federal Income tax
purposes.
5. Lease of Equipment. Upon the execution of each Lease,
Lessor demises, leases, transfers, and lets to Lessee, and
Lessee acquires, rents, leases and hires from Lessor, the
Equipment in accordance with the terms thereof. The Lease
Term for each Lease may be continued, solely at the option of
Lessee, at the end of the Original Term or any Renewal Term for
the next succeeding Renewal Term up to the maximum Lease
Term set forth in such Lease. At the end of the Original Term
and at the end of each Renewal Term the Lease Term shall be
automatically extended upon the successive appropriation by
Lessee's governing body of amounts sufficient to pay Rental
Payments and other amounts payable under the related Lease
during the next succeeding Fiscal Period until all Rental!
Payments payable under such Lease have been paid in full,
unless Lessee shall have terminated such Lease pursuant to
Section 7 or Section 22. The terns and conditions during any
Renewal Term shall be the same as the terms and conditions
during the Original Term, except that the Rental Payments shall
' ;'Continuation as provided in the applicable Lease.
of Lease Term. Lessee currently intends,
subject to Section 7, to continue the Lease Term of each Lease
through the Original Term and all Renewal Terms and to pay the
Rental Payments thereunder. Lessee reasonably believes that
legally available funds in an amount sufficient to make all Rental
Payments during the maximum Lease Term of each Lease can
be obtained. Lessee currently intends to do all things lawfully
within its power to obtain and maintain funds from which the
Rental Payments may be made, including making provision for
such payments to the extent necessary in each budget or
appropriation request submitted and adopted in accordance with
applicable provisions of law. Notwithstanding the foregoing, the
decision whether or not to budget and appropriate funds or to
extend the applicable Schedule for any Renewal Term Is within
the discretion of the governing body of Lessee.
7. Nonappropriation. Lessee is obligated only to pay such
Rental Payments under each Lease as may lawfully be made
from funds budgeted and appropriated for that purpose. Should
Lessee fail to budget, appropriate or otherwise make available
funds to pay Rental Payments under any Lease following the
then current Original Term or Renewal Term, such Lease or
Leases shall be deemed terminated at the end of the then
current Original Term or Renewal Term. Lessee agrees to
deliver notice to Lessor of such termination at least 30 days prior
to the end of the then current Original Term or Renewal Term,
but failure to give such notice shall not extend the term beyond
such Original Term or Renewal Term. If any Lease is terminated
In accordance with this Section, Lessee agrees to peaceably
deliver the Equipment to Lessor at the location(s) to be specified
Lessor.
8. Conditions to Lessor's Performance. This Agreement Is not
a commitment by Lessor to enter into any Lease not currently in
existence, and nothing In this Agreement shall be construed to
impose any obligation upon Lessor to enter Into any proposed
Lease, it being understood that whether Lessor enters into any
proposed Lease shall be a decision solely within Lessor's
discretion. Lessee will cooperate with Lessor in Lessor's review
of any proposed Lease. Lessee understands that Lessor
requires certain documentation and information necessary to
enter into any Lease and Lessee agrees to provide Lessor with
any documentation or information Lessor may request In
connection with Lessor's review of any proposed Lease. Such
documentation may Include, without limitation, documentation
concerning the Equipment and its contemplated use and location
and documentation or information concerning the financial status
of Lessee and other matters related to Lessee.
9. Rental Payments. Lessee shall promptly pay "Rental
Payments" as described in Exhibit A -1 to each Lease,
exclusively from legally available funds, to Lessor on the dates
and in such amounts as provided in each Lease. To the extent
permissible by law. Lessee shall pay Lessor a one -time late
charge equal to five percent (li %) of the amount of the past due
Rental Payment. Each month thereafter, until paid, past due
amounts remaining unpaid hereunder shall bear interest at the
lesser of one and one -half percent (1.5 %) per month or the
maximum rate permitted by law. Rental Payments consist of
principal and interest portions. Lessor and Lessee understand
and intend that the obligation of Lessee to pay Rental Payments
ender each Lease shall constitute a current expense of Lessee
tZravention shall not in any way be construed to be a debt of Lessee in
of any applicable constitutional or statutory
limitation or requirement concerning the creation of indebtedness
by Lessee, nor shall anything contained herein or in a Lease
constitute a pledge of the general tax revenues, funds or monies
of Lessee.
10. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT
AS PROVIDED IN SECTIONS 7 AND 9, THE OBLIGATIONS
OF LESSEE TO MAKE RENTAL PAYMENTS AND TO
PERFORM AND OBSERVE THE OTHER COVENANTS AND
AGREEMENTS CONTAINED IN EACH LEASE SHALL BE
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS
WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-
OFF OR DEFENSE, FOR ANY REASON, INCLUDING
WITHOUT LIMITATION ANY FAILURE OF THE EQUIPMENT
TO BE DELIVERED OR INSTALLED, ANY DEFECTS,
MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE
EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR
UNFORESEEN CIRCUMSTANCES.
11. Delivery; Installation; Acceptance. Lessee shall order the
Equipment, cause the Equipment to be delivered and installed at
the location specified in each Lease and pay any and all delivery
and installation costs in connection therewith. When the
Equipment listed in any Lease has been delivered and installed,
Lessee shall immediately accept such Equipment and evidence
said acceptance by executing and delivering to Lessor an
Acceptance Certificate (Exhibit B). Lessor shall provide Lessee
with quiet use and enjoyment of the Equipment during the Lease
Term.
12. Location; Inspection. Once installed, no item of the
Equipment will be moved from the location specified for it in the
Lease on which such item is listed without Lessor's consent,
which consent shall not be unreasonably withheld. Lessor shall
have the right at all reasonable times during regular business
hours to enter into and upon the property of Lessee for the
purpose of inspecting the Equipment.
13. Use; Maintenance. Lessee will not install, use, operate or
maintain the Equipment improperly, carelessly, in violation of any
applicable law or in a manner contrary to that contemplated by
the related Lease. Lessee shall provide all permits and licenses,
if any, necessary for the installation and operation of the
Equipment. In addition, Lessee agrees to comply in all respects
with all applicable laws, regulations and rulings of any legislative,
executive, administrative or judicial body. Lessee agrees that it
will, at Lessee's own cost and expense, maintain, preserve and
keep the Equipment in good repair and working order. Lessee
will enter into a maintenance contract for the Equipment that Is
acceptable to Lessor.
14. Title. Upon acceptance of the Equipment under a Lease by
Lessee, title to the Equipment shall vest in Lessee subject to
Lessor's rights under the Lease; provided that tide shall
thereafter immediately and without any action by Lessee vest in
Lessor, and Lessee shall immediately surrender possession of
the Equipment to Lessor, upon (a) any termination of the
applicable Lease other than termination pursuant to Section 22
or (b) the occurrence of an Event of Default. Transfer of tide to
Lessor pursuant to this Section shall occur automatically without
the necessity of any bill of sale, certificate of title or other
instrument of conveyance. Lessee shall, nevertheless, execute
and deliver any such instruments as Lessor may request to
evidence such transfer.
15. Security Interest. To secure the payment of all of Lessee's
obligations under each Lease, upon the execution of such
Lease, Lessee grants to Lessor a security interest constituting a
mt and exclusive lien on the Equipment applicable to such
ase and on all proceeds therefrom. Lessee agrees to execute
uch additional documents, in form satisfactory to Lessor, which
Lessor deems necessary or appropriate to establish and
maintain Its security interest in the Equipment. Lessee hereby
authorizes Lessor to file all financing statements, affidavits,
notices and similar Instruments, in form and substance
satisfactory to Lessor, which Lessor deems necessary or
appropriate to establish, maintain and perfect a security interest
In the Equipment in favor of Lessor and its successors and
assigns. Lessee hereby authorizes Lessor to file all financing
statements that Lessor deems necessary or appropriate to
establish, maintain and perfect such security Interest. The
Equipment is and will remain personal property and will not be
deemed to be affixed to or a part of the real estate on which It
may be situated.
16. Liens, Taxes, Other Governmental Charges and Utility
Charges. Lessee shall keep the Equipment free of all levies,
liens and encumbrances except those created by each Lease.
The parties to this Agreement contemplate that the Equipment
will be used for governmental or proprietary purposes of Lessee
and that the Equipment will therefore be exempt from all property
taxes. If the use, possession or acquisition of any Equipment is
nevertheless determined to be subject to taxation, Lessee shall
pay when due all taxes and governmental charges lawfully
assessed or levied against or with respect to such Equipment.
Lessee shall pay all utility and other charges incurred in the use
and maintenance of the Equipment. Lessee shall pay such taxes
or charges as the same may become due.
1T. Insurance. At its own expense, Lessee shall during each
ease Term maintain (a) casualty insurance Insuring the
uipment against loss or damage by fire and all other risks
covered by the standard extended coverage endorsement then
In use in the State and any other risks reasonably required by
Lessor, in an amount at least equal to the then applicable
"Purchase Price" of the Equipment as described in Exhibit A -1 of
each Lease; (b) liability insurance that protects Lessee from
liability in all events in form and amount satisfactory to Lessor;
and (c) workers' compensation coverage as required by the laws
of the State; provided that, with Lessor's prior written consent,
Lessee may self- insure against the risks described in clauses (a)
and (b). Lessee shall fumish to Lessor evidence of such
insurance or self - insurance coverage throughout each Lease
Term. Lessee shall not materially modify or cancel such
insurance or self- insurance coverage without first giving written
notice thereof to Lessor at least 10 days in advance of such
cancellation or modification. All such insurance described In
clauses (a) and (b) above shall contain a provision naming
Lessor as a loss payee and additional insured.
18. Advances. In the event Lessee shall fail to keep the
Equipment in good repair and working order, Lessor may, but
shall be under no obligation to, maintain and repair the
Equipment and pay the cost thereof. All amounts so advanced
by Lessor shall constitute additional rent for the then current
Original Term or Renewal Term and Lessee agrees to pay such
amounts so advanced by Lessor with interest thereon from the
advance date until paid at the rate of 12% per annum or the
maximum rate permitted by law, whichever is less.
19. Damage, Destruction and Condemnation. If (a) the
Equipment or any portion thereof is destroyed, in whole or In
ert , or is damaged by fire or other casualty or (b) title to, or the
mporary use of, the Equipment or any part thereof shall be
taken under the exercise or threat of the power of eminent
domain by any governmental body or by any person, firm or
corporation acting pursuant to governmental authority, Lessee
and Lessor will cause the Net Proceeds to be applied to the
prompt replacement, repair, restoration, modification or
improvement of the Equipment to substantially the same
condition as existed prior to the event causing such. damage,
destruction, or condemnation, unless Lessee shall have
exercised Its option to purchase the Equipment pursuant to
Section 22. Any balance of the Net Proceeds remaining after
such work has been completed shall be paid to Lessee. For
purposes of this Section, the term "Net Proceeds" shall mean (y)
the amount of insurance proceeds received by Lessee for
replacing, repairing, restoring, modifying, or Improving damaged
or destroyed Equipment, or (z) the amount remaining from the
gross proceeds of any condemnation award or sale under threat
of condemnation after deducting all expenses, including
attorneys' fees, incurred in the collection thereof. If the Net
Proceeds are Insufficient to pay in full the cost of any
replacement, repair, restoration, modification or improvement
referred to herein, Lessee shall either (a) complete such
replacement, repair, restoration, modification or improvement
and pay any costs thereof in excess of the amount of the Net
Proceeds, or (b) pursuant to Section 22 purchase Lessor's
Interest In the Equipment and in any other Equipment listed in
the same Lease. The amount of the Net Proceeds, If any,
remaining after completing such replacement, repair, restoration,
modification or improvement or after purchasing Lessors interest
in the Equipment and such other Equipment shall be retained by
Lessee. If Lessee shall make any payments pursuant to this
Section, Lessee shall not be entitled to any reimbursement
therefor from Lessor nor shall Lessee be entitled to any
diminution of the amounts payable under Section 9.
20. DISCLAIMER OF WARRANTIES. LESSOR MAKES NO
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, AS TO THE VALUE, DESIGN, CONDITION,
MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR
WARRANTY WITH RESPECT THERETO WHETHER
EXPRESS OR IMPLIED, AND LESSEE ACCEPTS SUCH
EQUIPMENT AS IS AND WITH ALL FAULTS. IN NO EVENT
SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN
CONNECTION WITH OR ARISING OUT OF ANY LEASE OR
THE EXISTENCE, FURNISHING, FUNCTIONING OR
LESSEE'S USE OF ANY ITEM, PRODUCT OR SERVICE
PROVIDED FOR IN ANY LEASE.
21. Vendor's Warranties. Lessor hereby Irrevocably appoints
Lessee as its agent and attomey -in -fact during each Lease
Term, so long as Lessee shall not be in default under the related
Lease, to assert from time to time whatever claims and rights
(including without limitation warranties) relating to the Equipment
that Lessor may have against Vendor. The term "Vendor" means
any supplier or manufacturer of the Equipment as well as the
agents or dealers of the manufacturer or supplier from whom
Lessor purchased or is purchasing such Equipment. Lessee's
sole remedy for the breach of such warranty, indemnification or
representation shall be against Vendor of the Equipment, and
not against Lessor. Any such matter shall not have any effect
whatsoever on the rights or obligations of Lessor with respect to
any Lease, Including the right to receive full and timely payments
under a Lease. Lessee expressly acknowledges that Lessor
makes, and has made, no representations or warranties
whatsoever as to the existence or the availability of such
C varraniies by Vendor of the Equipment.
. Purchase Option. Lessee shall have the option to purchase
Lessor's interest in all of the Equipment listed in any Lease, upon
giving written notice to Lessor at least 60 days before the date of
purchase, at the following times and upon the following terms:
(a) on the Rental Payment dates specified in each Lease, upon
payment in full of the Rental Payments then due under such
Lease plus the then applicable Purchase Price as referenced in
Exhibit A -1; or (b) in the event of substantial damage to or
destruction or condemnatlon of substantially all of the Equipment
listed in a Lease, on the day specified in Lessee'a notice to
Lessor of its exercise of the purchase option upon payment in full
to Lessor of the Rental Payments then due under such Lease
plus the then applicable Purchase Price plus accrued interest
from the immediately preceding Rental Payment date to such
purchase date.
23, initial Administrative Fee. With respect to any Schedule
annexed to this Agreement, upon Lessee's execution of the
Schedule, Lessee shall pay to Lessor an Initial Administrative
Fee in the amount set forth in the related Schedule, as
consideration for Lessor's services in connection with the
preparation, review and execution of such Schedule.
24. Assignment. Lessor's right, title and interest in and to each
Lease, including Rental Payments and any other amounts
payable by Lessee thereunder and all proceeds therefrom, may
be assigned and reassigned to one or more assignees or
subassignees by Lessor without the necessity of obtaining the
consent of Lessee; provided that any such assignment shall not
be effective until (a) Lessee has received written notice, signed
by the assignor, of the name and address of the assignee, and
QI ) it Is registered on the registration books. Lessee shall retain
such notices as a register of all assignees in compliance with
Section 149(a) of the Code, and shall make all payments to the
assignee or assignees designated in such register. Lessee
agrees to execute all documents that may be reasonably
requested by Lessor or any assignee to protect Its Interests and
property assigned pursuant to this Section. Lessee shall not
have the right to and shall not assert against any assignee any
claim, counterclaim or other right Lessee may have against
Lessor or Vendor. Assignments may Include without limitation
assignment of all of Lessor's security interest in and to the
Equipment listed in a particular Lease and all rights In, to and
under the Lease related to such Equipment. Lessee hereby
agrees that Lessor may, without notice to Lessee, sell, dispose
of, or assign this Agreement or any particular Lease or Leases
through a pool, trust, limited partnership, or other similar entity,
whereby one or more interests are created in this Agreement or
in a Lease or Leases, or in the Equipment listed In or the Rental
Payments under a particular Lease or Leases. None of Lessee's
right, title and Interest in, to and under any Lease or any portion
of the Equipment listed in each Lease may be assigned,
subleased, or encumbered by Lessee for any reason without
obtaining prior written consent of Lessor.
25. Events of Default. Any of the following events shall
constitute an "Event of Default" under a Lease: (a) failure by
Lessee to pay any Rental Payment or other payment required to
be paid under a Lease at the time specified therein; (b) failure by
Lessee to observe arid perform any covenant, condition or
agreement on its part to be observed or performed, other than as
referred to in subparagraph (a) above, for a period of 30 days
fter written notice specifying such failure and requesting that it
e remedied is given to Lessee by Lessor; (c) any statement,
representation or warranty made by Lessee in or pursuant to any
Lease shall prove to have been false, incorrect, misleading or
breached in any material respect on the date when made; or (d)
Lessee institutes any proceedings under any bankruptcy,
Insolvency, reorganization or similar law or a receiver or similar
official is appointed for Lessee or any of its property.
26. Remedies on Default. Whenever any Event of Default
exists, Lessor shall have the right, at its sole option without any
further demand or notice, to take one or any combination of the
following remedial steps: (a) by written notice to Lessee, Lessor
may declare all Rental Payments payable by Lessee pursuant to
such Lease and other amounts payable by Lessee under such
Lease to the and of the then current Original Term or Renewal
Term to be immediately due and payable; (b) with or without
terminating the Lease Term under such Lease, Lessor may enter
the premises where the Equipment listed in such Lease is
located and retake possession of such Equipment or require
Lessee at Lessee's expense to promptly return any or all of such
Equipment to the possession of Lessor at such place within the
United States as Lessor shall specify, and sell or lease such
Equipment or, for the account of Lessee, sublease such
Equipment, continuing to hold Lessee liable for the difference
between (i) the Rental Payments payable by Lessee pursuant to
such Lease and other amounts related to such Lease of the
Equipment listed therein that are payable by Lessee to the end
of the then current Original Term or Renewal Term, as the case
may be, and (ii) the net proceeds of any such sale, leasing or
subleasing (after deducting all expenses of Lessor in exercising
Its remedies under such Lease, including without limitation all
expenses of taking possession, storing, reconditioning and
selling or leasing such Equipment and all brokerage,
auctioneer's and attorney's fees), subject, however, to the
provisions of Section 7 hereof. The exercise of any such
remedies In respect of any such Event of Default shall not relieve
Lessee of any other liabilities under any other Lease or the
Equipment listed therein; and (c) Lessor may take whatever
action at law or in equity may appear necessary or desirable to
enforce its rights under such Lease or as a secured party in any
or all of the Equipment. Any net proceeds from the exercise of
any remedy under a Lease (after deducting all costs and
expenses referenced in the Section) shall be applied as follows:
(1) If such remedy is exercised solely with respect to a single
Lease, Equipment listed in such Lease or rights thereunder, then
to amounts due pursuant to such Lease and other amounts
related to such Lease or such Equipment; or (ii) if such remedy is
exercised with respect to more than one Lease, Equipment listed
in more than one Lease or rights under more than one Lease,
then to amounts due pursuant to such Leases pro-rata.
27. No Remedy Exclusive. No remedy herein conferred upon or
reserved to Lessor is intended to be exclusive and every such
remedy shall be cumulative and shall be in addition to every
other remedy given under a Lease now or hereafter existing at
law or In equity.
28. Notices. AIi notices or other communications under any
Lease shall be sufficiently given and shall be deemed given
when delivered or mailed by registered mail, postage prepaid, to
the parties hereto at the addresses listed below (or at such other
address as either party hereto shall designate in writing to the
other for notices to such party), or to any assignee at its address
as it appears on the registration books maintained by Lessee.
29. Release and indemnification. To the extent permitted by
State law, and subject to Section 7, Lessee shall indemnify,
release, protect, hold harmless, save and keep harmless Lessor
from and against any and all liability, obligation, loss, claim, tax
end damage whatsoever, regardless of cause thereof, and all
Qenses In connection therewith (including, without limitation,
ttomey's fees and expenses, penalties connected therewith
imposed on Interest received) arising out of or as result of (a)
entering into any Lease, (b) the ownership of any item of
Equipment, (c) the ordering, acquisition, use, operation,
condition, purchase, delivery, rejection, storage or return of any
Item of Equipment, (d) any accident in connection with the
operation, use, condition, possession, storage or return of any
item of Equipment resulting in damage to property or Injury to or
death to any person, and/or (e) the breach of any covenant or
any material representation contained In a Lease. The
Indemnification arising under this Section shall continue in full
force and effect notwithstanding the full payment of all
obligations under all Leases or the termination of the Lease
Term under all Leases for any reason. Notwithstanding the
foregoing contained In Section 29. Release and Indemnification,
the release and indemnification provided herein, by Lessee, shall
not apply to any liability, obligation, loss, claim, tax or damage
caused by or resulting from the gross negligence or willful
misconduct of Lessor or its employees or representatives.
30. Miscellaneous Provisions. Each Lease shall inure to the
benefit of and shall be binding upon Lessor and Lessee and their
respective successors and assigns. References herein to
"Lessor" shall be deemed to include each of Its assignees and
subsequent assignees from and after the effective date of each
assignment as permitted by Section 24. In the event any
provision of 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 thereof.
Each Lease may be amended by mutual written consent of
Lessor and Lessee. Each Lease 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. The captions or headings in this Agreement and in
each Lease are for convenience only and in no way define, limit
or describe the scope or Intent of any provisions or sections of
this Agreement or any Lease. This Agreement and each Lease
shall be governed by and construed In accordance with the laws
of the State.
31. Jury Trial Waiver. THE PARTIES TO THIS AGREEMENT
HEREBY UNCONDITIONALLY WAIVE, IN A KNOWING AND
INTENTIONAL MANNER, THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY,
THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS,
ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT, AND /OR THE
RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN
THEM. The scope of this waiver is intended to be all -
encompassing of any and all disputes that may be filed in any
court (including , without limitation, contract claims, tort claims,
breach of duty claims, and all other common law and statutory
claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT, ANY RELATED
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THIS TRANSACTION OR
RELATED TRANSACTION. In the event of litigation, this
Agreement may be tiled as a written consent to a trial by the
court.
IL
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed In their names by their duly authorized
representatives as of the,date first above written.
(LESSOR)
California First National Bank
18201 Von Korman Avenue, Suite 800
Irvine, CA 92612
By: %kLLL -f"w"AA-
Name: 1Z" 2
Title: YRk V
(LESSEE)
City of South Lake Tahoe
1901 Airport Road
South Lake T e, ifomia 96150
By: 0= 6 6 '01142 y013
Name: TtiM _DoVks
.A. -
(W SCHEDULE OF PROPERTY N0. 21 EXHIBIT A
PAGE ONE OF ONE
RE: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT NO. BL01474 entered into as of JgM D1 .2013. ("Agreement7,
between California First National Bank ("Lessor") and Ch of south Lake Tahoe ("Lessee "). All terms used and not otherwise
defined herein have the meanings ascribed to them In the Agreement.
The following items of Equipment are hereby included under this Schedule to the Agreement.
DESCRIPTION OF EQUIPMENT
Quentily DgeorigWn Model No. Sedilil Nolsl.
(32) New Strada Transfer. Solar, wireless, accepts coins and credit card, together with all
accessories, attachments, substitutions and accessions ($200,000.00)
(50) Rolle of standard receipt stock ($2,450.00)
(32) Shipping and Installation of 32 Units (S20,800.00)
Total Cost - $223,250.00, Inclusive of all applicable Sales Tax
THE ABOVE- REFERENCED EQUIPMENT SHALL BE MORE FULLY DESCRIBED ON EXHIBIT "A -2" TO RELATED DOCUMENTS AT A LATER
DATE.
Vendor(s): PARKEON INC. (Address: 40 Twosome Drive, Suite 7, Moorestown, NJ, 08057)
Initlal Administrative Fee: N/A
Lenses hereby represents, warrants and covenants that Its representations, vmnandes and covenants set forth In the Agreement are true and correct as
though made on as Commencement Date of Rental Payments under this Schedule. The terms and provisions of the Agreement (other than to the
extent that they relate solely to other Schedules or Equipment listed on other Schedules) ars hereby Incorporated into this Schedule by
reference and made a pot hereof.
Loom hereby designates the Schedule as a "quolftd tex- exempt obligation" as dented in Section 285(b)(3)(B) of the Code. The moralists face
amount of all tax- exempt obligations (exdudkq private activity bonds other than Qualified 501(c)(3) bonds) Issued or to be issued by Lessee and sA
subordinate entities thereof during the calendar year In which the Schedule is executed Is not reasonably expected to exceed $10,ODD,000. Leases and
all subordinate entities thereof Wit not issue in excess of $10, 000,000 of tax -exempt abligallons Oncluding the Schedule but excluding private activity
bonds other than quaAOed 501(e)(3) bonds) during the calendar year In which thle Schedule Is executed without first obfafiing an opinlon of nationally
reWizedcounsels oce to Lessor that the designation of the Schedule as a otftd tax-examipt obtigafon" will not be adverse) affected.
Dated: July 01. 201
Lessee:
By d a or
Name: Tom DM16
Title: _ t4AgD fL
Date; G I Q86/ A m 0
Lessor. California First National Bank
By: A=lkdAIT
Name: Lej! V) � M830~
Title: U11.Ce., Wn AMI
Date: WI.Cl.1 _(1,
REVISED PER LEJER AGREEMENT DATED SEEEMSER 17,,E
EXHIBIT A -1
RENTAL PAYMENT SCHEDULE
PAGE ONE OF ONE
Re: Schedule of Property No, J1, dated Julv g1, 2013, to Master Equipment LaaselPurohase Agreement
No. B01474 . dated as of July 01 , 2013, between California First Notional Bank, as Lessor, and
City� of South Lake Tahoe ,"Lessee.
Payment
No.
Rental
Payment Due
Date
Rental
Payment
Amount
Amount
Applied To
Interest
Amount
Applied To
Principal
Purchase
Price
1
07/01/13
$47,987.59
$ 0.00
$47,967.69
$186,882.41
2
07/01/14
$45,340.48
$8,159.40
$39,181.08
$128.501.35
3
07101115
$45,340,48
$4,702.81
$40,637.55
$ 85,863.70
4
07/01116
$45,340.46
$3,192.05
$42,148.40
$ 43,715.30
5
07/01117
$45.340.48
SI.828.1a
W115,30
$ 1.00
Total
snagismi
COMMENCEMENT DATE: July Ot. 2013
Lessee: ake Tahoe
TIUe:d
Data:
i
SCHEDULE OF PROPERTY NO. 21
RE: MASTER EQUIPMENT LEASEIPURCIiASE AGREEMENT NO. §60`1474 entwed into as of July,
{"Agreement"), between California First National Bank ("Lessor") and City gf Wh LeM Tahoe ("Lessee"). All terms used
and not otherwise defined herein have the meanings ascribed to them In the Agreement.
Lessor and Lessee hereby acknowledge and agree that the foal and complete Equipment descriptions under Schedule of
Property No. 91 to the Agreement Is as set forth below and Exhibit A-2 shall serve to amend the Equipment descriptions
set forth In Exhibit A.
• = :ice -
Vendor: Parkeon
InvolceS IV79709
32 STRADA TRANSFER: P &D SOLAR, MOOD, GPRS GRAY
50 TICKETS: STACEY THOMPSON 437/STR ADHESIVE P &D, SINGLE PARKEON
32 FREIGHT
Plus all replacement parts, substitutions, additions, attachments, modifications, updates, upgrades, revisions, new
In all other respects the terms and conditions of the Lease, as originally written, shall remain In full force and effect. The
Lease, as amended herein, sets forth the entire and final understanding between the parties with respect hereto.
IN WITNESS WHEREOF the parties hereto, by their authorized signatories, have executed this Exhibit A2 as of the date
set forth below their respective signatures.
LESSEE: City of SomtkUke Tahoe
BY: a `
NAME; Tom Davis
TITLE: Maror
DATE;
ciW1474- 1.032.doc
LESSOR: California First National Bank
BY: xu- rutu%- �
NAME: Irene Tanthare
TITLE: Vice President and Group Manager
DATE: 011701(-7)
EXHIBIT B
Re: Schedule of Property No, it dated Judy 1, 2013, to Master Equipment LeaaWwchsse Agreement No. RL91 VA, dated as of
1JM between California first National Bank, as Lessor, and Qb of South Lake Tahoe. as Lessee.
In seowdance with the 1Aaster Equipment fosse furcl ae 1 Apreement No. BLO1474 (go'AWesmenrl the wWwaWned Lome hereby o eAn end
represents to, and apnea WM Lessor as ldlovAL
(1) All of I* Equipment Jos such Wm b defned in tits Agreermo)119W In the above•referrenoed 8011edule of Property No. Q1 (11* "Schedule")
has been delivered, kgtalled and accepted an the dab hared.
(Z) Lessee hoe eorrdaated vmh Inspection endror NWAM of the EquOr rent Itded In pre Sdwdule as It deems necessary end opprgxhft and
hereby adurooledpp Oat It accepts the F*Ap nwd for Y piiposes.
(3) Leash Is ornentiy reatntalninp to Insurance coverape required by Becton 17 of the Agreement.
(4) No event or condition that constitutes, or with nolice or hN of tune, or both, would oonethute, an Event or Do Wt (se defined In In
Agreement) exists at the date hereof,
LESSEE: Soutlt a Tattoo
By:
Ttile: NAMO 9-
Acceptance oeta:
i
I
OFFICE OF THE CITY ATTORNEY
CITY OF SOUTH LAKE TAHOE
Thomas Watson, City Attorney
Nira Feeley, Deputy City Attorney 1901 Airport Road, Ste. 300
Catherine DiCumillo, Deputy City Attorney South I..ake Tahoe, CA 96150
(530) 542 -6046
Lessee's Counsel's Opinion
California First National Bank
www.cityofslt.us
City of South Lake Tahoe
1901 Airport Road
South Lake Tahoe, CA 9610
Re; Schedule of Property No. 01 to Master Equipment Lease/Purchase Agreement No.
B101474 between California First National Bank, as Lessor, and City of South Lake
Tahoe, as Lessee
Ladies and Gentlemen:
We have acted as special counsel to City of South Lake Tahoe ( "Lessee "), in connection
with the Master Equipment Lease/Purchase Agreement No. BLO1474 dated as of July 1, 2013
(the "Master Agreement"), between City of South Lake Tahoe, as Lessee, and California First
National Bank, as Lessor, and the execution of the Schedule of Property No. 01 (the "Equipment
Schedule ") pursuant to the Master Agreement. We have examined the law and such certified
proceedings and other papers as we deem necessary to render this opinion.
All capitalized terms not otherwise defined herein shall have the meanings provided in
the Master Agreement and Equipment Schedule.
As to questions of fact material to our opinion, we have relied upon the representations of
Lessee in the Master Agreement and the Equipment Schedule and in the certified proceedings
and other certifications of public officials furnished to us without undertaking to verify the same
by independent investigation.
L- IN1A1L: twatsonlr?cityofsit.us FAX: (530) 542 -6173
Fused upon the foregoing, we are of the opinion that, under existing law:
l.) Lessee is a public body corporate and politic, duly organized and existing under
the laws of the State, and has a substantial amount of one or more of the following
sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c)
the police power.
1) Lessee has all requisite power and authority to enter into the Master Agreement
and the Equipment Schedule and to perform its obligations thereunder.
3.) The execution, delivery and performance of the Master Agreement and the
Equipment Schedule by Lessee have been duly authorized by all necessary action
on the part of Lessee.
4.) All proceedings of Lessee and its governing body relating to the authorization and
approval of the Master Agreement and the Equipment Schedule, the execution
thereof and the transactions contemplated thereby have be conducted in
accordance with all applicable open meeting laws and all other applicable state
and federal laws.
5,) Lessee has acquired or has arranged for the acquisition of the Property subject to
the Equipment Schedule, and has entered into the Master Agreement and the
Equipment Schedule, in compliance with all applicable public- bidding laws.
6.) Lessee has obtained all consents and approvals of other governmental authorities
or agencies that may be required for the execution, delivery and performance by
Lessee of the Master Agreement and the Equipment Schedule.
7.) The Master Agreement and the Equipment Schedule have been duly executed and
delivered by Lessee and constitute a legal, valid and binding obligations of
Lessee, enforceable against Lessee in accordance with the terms thereof, except
insofar as the enforcement thereof may be limited by any applicable bankruptcy,
insolvency, moratorium, reorganization or other laws of equitable principles of
general application, or of application to municipalities or political subdivisions
such as the Lessee, affecting remedies or creditors' rights generally, and to the
exercise of judicial discretion in appropriate cases.
8.) As of the date hereof, based on such inquiry and investigation as we have deemed
sufficient, no litigation is pending, (or, to our knowledge, threatened) against
Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master
Agreement or Equipment Schedule or of other agreements similar to the Master
Agreement, (b) questioning the authority of Lessee to execute the Master
Agreement or the Equipment Schedule, or the validity of the Master Agreement
or the Equipment Schedule, or the payment of principal of or interest on, the
Equipment Schedule; (c) questioning the constitutionality of any statute, or the
validity of any proceedings, authorizing the execution of the Master Agreement
and the Equipment Schedule; or (d) affecting the provisions made for the payment
of or security for the Master Agreement and the Equipment Schedule.
!r•\dAIL: twi y n�r�city fs—i FAX: (530) 542 -6173
9.) The Lessee is a political subdivision within the meaning of Section 103 of the
Internal Revenue Code of 1986, as amended, and the related regulations and
rulings thereunder, and the portion of payments identified as the interest
component of the rents (as set forth in the Rental Payment Schedule attached to
the Equipment Schedule, Exhibit A -1) will not be includable in Federal gross
income of the recipient under the statutes, regulations, court decisions and rulings
existing on the date hereof and consequently will be exempt from Federal income
taxes.
This opinion may be relied upon by Lessor, its successors and assigns, and any other
legal counsel who provides an opinion with respect to the Equipment Schedule.
Very truly yours,
By:
Thomas T. Watson
City Attorney
Dated: July 17, 2013
E-MAIL: 1µn r�4jSX4fs t. FAX: (530) 542 -6173
Established 1986
� 11
PUBLIC AGENCY RISK SHARING
AUTHORITY OF CALIFORNIA
ADDITIONAL COVERED PARTY;
California First National Bank
18201 Von Kerman Avenue, Suite 800
Irvine, CA 92612
RE: EVIDENCE OF COVERAGE & ADDITIONAL COVERED PARTY ENDORSEMENT #13,13
Only as respects the Lease Agreement No. BLO1474 for parking meter equipment
To Whom it May Concern:
Please -be advised that the City of South Lake Tahoe participates In PARSAC, the Public Agency Risk - Sharing Authority
of California. As such, it Is collectively and permissibly self- insured under Sections 990.4 and 990.8 of the California
Government Code. The specifics of the self- Insured program are listed below:
COVERAGE YEAR: JULY 1, 2013 - JULY 1, 2014
D General and Automobile Liability
Public Officials Errors & Omission
Limit: $1 Million per occurrence group self - Insurance
Occurrence Retention: $250,000
CONDITIONS OF THIS ADDITIONAL COVERED PARTY ENDORSEMENT
Effective Date: July 1, 2013 Expiration Date: July 1, 2014
The coverage afforded as described above is subject to all terms, exclusions, conditions, definitions, and other,
provisions of the Public Agency Risk Sharing Authority of California's Memorandum of Coverage.
If the City of South Lake Tahoe is required by agreement or contract to name California First National Bank as an
Additional Covered Party and the agreement or contract requires the coverage provided to the Additional Covered Party
to be primary, then the coverage provided by this endorsement shall be primary. In all other events, If collectible
Insurance with any insurer, coverage with any other Joint powers authority or other self - funding mechanism Is available
to the Additional Covered Party named above covering a loss to which the PARSAC Memorandum of Coverage applies
(whether on a primary, excess or contingent basis), the coverage of this Memorandum shall be In excess of, and shall
not contribute with such other insurance or coverage; provided that this clause does not apply with respect to excess
Insurance or coverage purchased specifically to be in excess of such Memorandum. The bankruptcy of, insolvency of, or
placement Into rehabilitation or receivership by any regulatory agency of any joint powers authority or Insurance
company providing Joint powers authority protection or Insurance coverage to the Additional Covered Party, named
above, shall not amend the application of this condition.
This Endorsement does not apply to liability arising out of the sole negligence of the Additional Covered Party named
above.
Coverage Is In effect as stated above and will not be cancelled except upon 30 days written notice to the Additional
Covered Party.
64- June 28, 2013
Kin Ong, ARM
Risk Manager
y 1525 Response Road, Suite One, Sacramento, CA 95815 -4805
Phone (916) 927 -7727 Facsimile (916) 927 -3075 www.parsac.org
Exhibit C
Lessee's Counsel's Opinion
[To be provided on letterhead of Lessee's Counsel.]
[Address to Lessor and Lessee]
Re: Schedule of Property No. 01 to Master Equipment Lease /Purchase Agreement
No. 1311-01474 between California First National Bank, as Lessor, and
City of South Lake Tahoe, as Lessee
Ladies and Gentlemen:
We have acted as special counsel to City of South Lake Tahoe ( "Lessee "), in
connection with the Master Equipment Lease /Purchase Agreement No. BL01474, dated
as of July 01 _, 2013 (the "Master Agreement"), between City of South Lake Tahoe, as
Lessee, and California First National Bank, as Lessor, and the execution of the Schedule
of Property No. 01 (the "Equipment Schedule ") pursuant to the Master Agreement. We
have examined the law and such certified proceedings and other papers as we deem
necessary to render this opinion.
All capitalized terms not otherwise defined herein shall have the meanings
provided in the Master Agreement and Equipment Schedule.
As to questions of fact material to our opinion, we have relied upon the
representations of Lessee in the Master Agreement and the Equipment Schedule and in
the certified proceedings and other certifications of public officials furnished to us without
undertaking to verify the same by independent investigation.
Based upon the foregoing, we are of the opinion that, under existing law:
1.) Lessee is a public body corporate and politic, duly organized and existing
under the laws of the State, and has a substantial amount of one or more
of the following sovereign powers: (a) the power to tax, (b) the power of
eminent domain, and (c) the police power.
2.) Lessee has all requisite power and authority to enter into the Master
Agreement and the Equipment Schedule and to perform its obligations
thereunder.
3.) The execution, delivery and performance of the Master Agreement and
the Equipment Schedule by Lessee have been duly authorized by all
necessary action on the part of Lessee.
4.) All proceedings of Lessee and its governing body relating to the
authorization and approval of the Master Agreement and the Equipment
Schedule, the execution thereof and the transactions contemplated
thereby have been conducted in accordance with all applicable open
meeting laws and all other applicable state and federal laws.
EXHIBIT D
ACCEPTANCE OF RENTAL PAYMENT OBLIGATION
Re: Schedule of Property No. 01, dated July 01 , 2013, to Master Equipment Lease/Purchase Agreement
No. BLO1474 , dated as of July 01 , 2013, between California First National Bank, as Lessor, and
City of South Lake Tahoe , as Lessee.
In accordance with the Master Equipment Lease/Purchase Agreement No. BLO1474 (the "Agreement"), the undersigned hereby
acknowledges and represents that:
All or a portion of the Equipment (as such term Is defined In the Agreement) listed in the above - referenced Schedule of Property No. 01
(the "Schedule ") has not been delivered, installed, or available for use and has not been placed in service as of the date hereof;
Lessee acknowledges that Lessor has agreed to set aside funds in an amount sufficient to provide financing (to the extent
requested by Lessee and agreed to by Lessor) for the Equipment listed in the Schedule (the "Financed Amount");
The Financed Amount is set forth as the "Principal Component" of Rental Payments in the Rental Payment Schedule attached to the
Schedule as Exhibit A -1 ( "Exhibit A -1 "); and
Lessee agrees to execute a Payment Request Form, attached to the Agreement as Exhibit B, authorizing payment of the Financed
Amount, or a portion thereof, for each disbursement of funds.
NOTWITHSTANDING that all or a portion of the Equipment has not been delivered to, or accepted by, Lessee on the date hereof,
Lessee warrants that:
(a) Lessee's obligation to commence Rental Payments as set forth in Exhibit A -1 is absolute and unconditional as of the
Commencement Date of the Schedule and on each date set forth In Exhibit A -1 thereafter, subject to the terms and conditions of the
Agreement;
L(b) Immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee's final acceptance of the
Equipment by delivering to Lessor a "Final Acceptance Certificate" in the form set forth as Exhibit B to the Agreement;
(c) In the event that any surplus amount remains from the funds set aside or an event of nonappropriatlon under the Agreement occurs,
any amount then remaining shall be applied or distributed in accordance with Lessor's standard servicing procedures, which includes,
but is not limited to, application of the remaining amount to the next Rental Payment and other amounts due; and
(d) Regardless of whether Lessee delivers a Final Acceptance Certificate, Lessee shall be obligated to pay all Rental Payments
(including principal and interest) as they become due as set forth in Exhibit A -1.
AGREED TO on
Lessee: CITY OFiMTEAKE TAHOE
By:
Name: i8M T?0J1S
Title: t"yl l q0&
ESSENTIAL USEISOURCE OF FUNDS CERTIFICATE
City of South Lake Tahoe (Lessee)
1901 Airport Road
South Lake Tahoe, California 96150
Re: Master Equipment Lease /Purchase Agreement No. BL01474 dated July 01 , 2013 (the "Agreement"),
and Schedule of Property No. 01 dated Ju 0 , 2013 (collectively, the "Lease ")
This certificate confirms and affirms that the Equipment described in the Lease referenced above Is essential to the functions of
the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate
use of, substantially all such Equipment, which need is not temporary or expected to diminish In the foreseeable future. Such
Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions
consistent with the permissible scope of its authority.
1. is the Equipment new, upgrade, additional or replacement? Ne V1
2. If replacement, how old is the existing equipment? r4h
3. Please fully explain the use of the Equipment Including any specific department that may be Its primary user.
Vnv •wn j jSp+Aj %(I112W $ 'PA►_ii :7A bL R�Rm — �titW►n�Wty VS�D
v
4. If the Equipment is computer hardware or software, on what hardware will the software run and is the existing hardware owned or
being leased?
5. From which fund will lease payments be made? ,GOAt P—t4Q
6. Will any loan or grant monles be used to make lease payments? ky&
Lessee expects and ticipates dequate funds to be available for all future payments or rent due after the current budgetary period.
Sig nature: po
Name: 'Sb� 11hJtiS
Title: ihll` A
Phone: j 690 ) 542* 4c'OO
Please return this certiflcate with complete copies of your two most recent audited financial statements so that we may begin our
credit review process. Thank you.
INCUMBENCY CERTIFICATE
Re: Master Equipment Lease /Purchase Agreement No. BL01474, dated as of 7/1/2013, (the 'Agreement"), by
and between City of South Lake Tahoe ( "Lessee ") and California First National Bank ( "Lessor")
I, Susan Alessi, do hereby certify that I am the authorized City Clerk {Officer Title) of City of South
Lake Tahoe ( "Lessee "). The person(s) whose name(s) and titles) appear below is/are authorized offlcer(s) of
Lessee and hold on the date of this certificate and on the date of execution of the Lease Documents (hereinafter
defined) the position(s) set opposite his/her respective name(s). Each officer is authorized to execute and deliver
the Agreement between Lessee and Lessor, as well as all other documents and instruments (all agreements,
documents, and instruments shall collectively be referred to as "Lease Documents ") in connection therewith.
PRINTED NAME
TITTLE
Tom Davis
Mayor
Nancy Kerry
City Manager
Brian T. Uhler
Police Chief
IN WITNESS WHEREOF, I set my,hand and the seal of Lessee this
Signature:
r )
� Print Name:
d
�v 19 b 5 m
SIGNA
Of
THIS CERTIFICATE MUST BE EXECUTED BY AN AUTHORIZED INDIVIDUAL
CONFIRMING THAT THE EXECUTIONER OF THE AGREEMENT AND LEASE
DOCUMENTS IS AUTHORIZED TO DO SO ON BEHALF OF LESSEE. THIS CERTIFICATE
CANNOT BE SIGNED BY THE PERSON SIGNING THE AGREEMENT AND LEASE
DOCUMENTS.
3
City of South Lake Tahoe (Lessee)
1901 Airport Road
South Lake Tahoe, California 96150
Re: Master Equipment Lease /Purchase Agreement No. BLO1474 dated J lu x 1, 2013 (the "Agreement°), Schedule
of Property No. Qj, dated July 01, 2013 (collectively, the "Lease ")
I, the undersigned, the duly appointed, qualified and acting (Clerk or Secretary) of the City of
South Lake Tahoe (Lessee) do hereby certify this �„_ day of , 2013 ass follows:
(1) Lessee did, at a regular (regular or special) meeting of the govemi body of the Lessee held ", 2013
by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize and
delivery of the above - referenced Schedule of Property No. Ql (the "Schedul to th Agreement on its behalf by
the following named representative of the Lessee, to wit:
Tom Davis Mayor _ / ✓Ot,�..:�, _
Printed Name Title Signature
(2) The above -named representative of the Lessee held at the time of such authorization and holds at the present time
the office set forth above.
(3) The meeting of the governing body of the Lessee at which the Schedule was approved to be executed was duly
called, regularly convened and attended throughout by the requisite majority of the members thereof or by other
appropriate official approval and that the action approving the Schedule and authorizing the execution thereof has
not been altered or rescinded.
(4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an
Event of Default (as such term is defined in the Agreement) exists at the date hereof.
(5) All insurance required in accordance with the Agreement is currently maintained by the Lessee.
(6) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the
current budget year to make the Rental Payments scheduled to come due during the initial Term and to meet its
other obligations for the initial Term (as such terms are defined in the Lease) and such funds have not been
expended for other purposes.
(7) The fiscal year of Lessee is from October 1st to September 30th
IN WITNESS WHEREOF, I hereunto set my hand and the seal of ng body of the Lessee the day
and year first above written. C_4
Signature d 4t
(SEAL) Susan Alessi
Printed or typewritten name
Subscribed to and sworn before me this '�rJ day of 204�-.
Notary Public ICJ
My commission expires Ve 6fua, r:�4 oZS. i--401 1C,
ELLEN PALAllO
Commilaw 0 1987868
Notary Public - California
El Dorado Courft
Mv Comm. Expires Fab 25 2016
FO" 80384 Information Return for Tax-Exempt Qovernmental Obligations
give, sagemtw 2011) ► Under kdernal Rmnue Coda eeolin 149(•) olus No ttat5�o720
cep and of In Tromry ► Sao "Pest. ktatraotbne.
Nftnd Revem a 9ardcs Csutlon: q ft issue pdoe Is under $104000, use Form 9038 -GC.
MMMEM KORMFIg AtAl wty - - - — nJren..wr.a oeee......,�.e..L.
aauere home
CAY Of South Lake Tahoe
as Nome of parson Wow air, leaner) WM whom the Ire may owra u*de about flee Mum Me MWu0*nQ
: uw,rs ernp►oyw Idenunoatbn nunber tarp
84.1610888
ab T0600 a numbered orw Anon drown on 3s
4 Number and Gnat is P.O. box Imd Is not dolva W to sbeet &kVme) Roanhute
a R*W number IForm tUe0nlfl
1901 Alsport Road
13 1IMI1
I MY. town a pool 000, State, and ZIP code
7 t1aM of levee
South Lake Tahoe, CA 86160
I Now of levee
7101113
0 CUSIP number
Soh. of Property No. 01 dtd 7101113 to Master Equip LessslPurchass Na 11LO1474
We Name and We of ofd = of other employee of the beuer whom we IRE may ca rw more Wamo6on Bree
tOb Telephone number of ofacer a
irobuclkNlq
new
*GYM show. m 1 on
Nana' Ken, Chy Mansper
Of 1"W fentw the l9stfe ce . See 111e instructions and attach schedule.
(i 5424043
17 Education . . . . . . . . . . . . . . . . . . .
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . .
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . .
15 Environment (Including sewage bonds) . . . . . . . . . . . . . . . . . . . .
10 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10 Other. Describe No-
'10 K obligations are TAN. or RANs, check only box Igo . . . . . . . . ►
h obligations are BANS, check only box 10b . . . . . . . . . . . . . . . . ► Q
20 K obligations we In the form of a lease or Installment sale, check box . . . . . . . . ► ❑
W WM mammy cme 1b) 1pce pAce W.toted r0dempUon Idl MIYipMad
prbe at naturlgr ewraps M*^ hl YNId
21 I 07101!2017 11 213,6601 1 WAI 4.00 veers I 3.71i
22
23
24
2a
24
27
20
99
30
Issue price of entire issue (enter amount from line 21, column (b)) . . . . . .
Proceeds used for bond issuance costs (Including underwriters' discount) . 24
Proceeds used for credit enhancement . . . . . . . . . . . . 25
Proceeds used for accreted Interest im
Proceeds allocated to reasonably requbed reserve or replacement fund . 20
Proceeds used to currently rotund prior issues . . . . . . . . .
Proceeds used to advance rotund prior Issues . . . . . . . . .
Total (add lines 24 through 28) . . . . . . . . . .
Nonreflfnding proceeds of the lease (subtract line 2g trom line 23 and enter amount here) . .
31 Enter the renlainln g weighted average maturity of the msn
bonds to be cutly refunded . . . . ► veer.
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► ��
03 Enter the last (late on which the refunded bonds will be called (MMtDDIYYYY) . . . . . . ►
34 Enter the date(s) the refunded bonds were Issued ► ►teatm/"M
For Paperwork Redootlon Act Notfoe, ass eeparab insbuctiorla. cat. No. 637738 Fam 8038 -0 pew• 9-2o+13
I
t
a.-' t -
Form 8008 -3 QW. 8.2011)
Z
35
Enter the amount of the state volume cap allocated to 1he issue under section 141(b)(6) . . .
Sea
Enter the amount of gross proceeds Invested or to be Invested In a guaranteed Investment contract
(GIC) fees instructions) . . . . . . . . . . . . . . . . . . . . . . . . .
b
0351.
Enter the final maturity date of the GIC Ili-
0
Enter the name of the GIC provider ►
37
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . .
30s
If this Issue Is a loan made from the proceeds of another tax - exempt Issue, check box ► ❑ and enter the following Information:
b
Enter the date of the master pool obligation ►
o
Easter the EIN of the issuer of the master pool obligation 0-
d
Enter the name of the issuer of the master pod obligation ►
3e
If the Issuer has designated the Issue under section 2e5(b)(3XF3 (WI) (small Issuer exception), check box ►
40
if the Issuer has elected to pay a penalty in Neu of arbitrage rebate, check box . . . . . . . . . . . . . ►
❑
41a
tf the issuer has identified a hedge, check here ► ❑ and enter the following Information:
b
Name of hedge providor►
c
Type of hedge 16.
d
Term of hedge ►
42
If the Issuer has supsrintegrated the hedge, check box . . . . . . . . . . . ►
C3
43
If the issuer has established written procedures to ensure that all raxpaNiied bonds of this Issue are remedlated
according to the requirements under the Code and Regukdlona (see Instructions), check box . . . . . . . . ►
0
44
if the issuer has established written procedures to monitor the requirements of section 146, check box . . . . . ►
❑
48a
if acme portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b
Enter the dale the official Intent was adopted ►
Urder panelttes or parpry, I that 1 haw e■rtmYwd this Mum Arai aooatrpanytnp aclradulatt and atatartrerda, trtd b Ow beat of rrry latoe�ladpa
8ignat um and bted, they tlr►bua, cornplov, i Ra w decors VW I corrsrd b the i4ro decloaum of tha lemm'a i du. Infonnatim se naMmy to
and prooaea thle parson f 1 hays aulhor1W ab".
Gonna ' l" R Torn Davis, Mayor
8lpr abus or Iagtw's aulhortaad rapraaarMatiw Type or pMt name end ON
Paid PanUT m PnWw r'a name Pnparas 09M ura t w Ch " 8 "M
Prepers► -«�id
Ilse only f""`"'m' ► FNn'sEN ►
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