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HomeMy WebLinkAboutReso 91-549 - Authorize execution of a Lease purchase agreement with Sutro and Company for financing capital equipment RESOLUTION NO. `1/ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING AUTHORIZING THE EXECUTION OF A LEASE PURCHASE AGREEMENT WITH SUTRO AND COMPANY FOR FINANCING CAPITAL EQUIPMENT. WHEREAS, the City Council of the City of Redding has determined that a true and very real need exists for the acquisition of capital equipment described in the Municipal Lease and Option Agreement attached hereto presented at this meeting; and WHEREAS, the City of Redding has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange for the acquisition of such equipment. BE IT RESOLVED, by the City Council of the City of Redding that the terms of said Municipal Lease and Option Agreement are in the best interests of the City of Redding for the acquisition of such equipment, and the governing body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest) , respectively, the Municipal Lease and Option Agreement and any related documents necessary to the consummation of the transactions contemplated by the Municipal Lease and Option Agreement. BE IT RESOLVED, that the governing body of the City of Redding hereby represents that the reasonably anticipated amount of qualified tax-exempt obligations which have been and will be issued by the City of Redding does not exceed $10,000,000 for the calendar year within which this Municipal Lease and Option Agreement is to be "qualified tax-exempt obligation" pursuant to Section 265(b) ( 3 ) (� of the Internal Revenue Code. 1 FURTHERMORE BE IT RESOLVED, for purposes of the small- (� issuer exemption from arbitrage rebate provisions of the Code, the City Council of the City of Redding hereby represents that it has not issued and reasonably anticipates that it will not issue or effect the issuance of more than Five Million Dollars of tax-exempt obligations during the 1991 calendar year. The foregoing Resolution was passed and adopted by the City Council of the City of Redding on December 17 1991, by the following vote. AYES: COUNCIL PERSONS: Buffum, Fulton, Moss & Dahl NOES: COUNCIL PERSONS: None ABSENT: COUNCIL PERSONS: Arness ABSTAIN: COUNCIL PERSONS: None Tk MIKE DAHL, Mayor ATTEST: FORM APPROVED: &VA a.I,•CId► ETHEL A. NICHOLS, City Clerk DALL A. HAYS, C' y Attorney DATE, December 30,1991 • AGREEMENT NO. MUNICIPAL LEASE AND OPTION AGREEMENT LESSOR: Sutro&Co.,Incorporated 370 17th Street,Suite 1300 Denver,CO 80202 LESSEE City of Redding 760 Parkview Avenue Redding,CA 96001-3396 This Municipal Lease and Option Agreement (the"Agreement")entered into between Sutro&Co.,Incorporated("Lessor'),and City of Redding ("Lessee"),a body corporate and politic duly organized and existing under the laws of the State of California("State"); WITNESSETH: WHEREAS,Lessor desires to lease the Equipment,as hereinafter defined,to Lessee,and Lessee desires to lease the Equipment from Lessor,subject to the terms and conditions of and for the purposes set forth in this Agreement;and WHEREAS,Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein: NOW,THEREFORE,for and in consideration of the premises hereinafter contained,the parties hereby agree as follows: ARTICLE I COVENANTS OF LESSEE Section 1.01.Covenants of Lessee. Lessee represents,covenants and warrants,for the benefit of Lessor and its assignees,as follows: (a) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations hereunder. ARTICLE II DF111q IONS Section 2.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein,the capitalized tetras in this Agreement shall have the respective meanings specified below. "Code"means the Internal Revenue Code of 1986,as amended,and to the extent applicable,the regulations and rulings issued thereunder. 'Commencement Date"is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues,which date shall be the date first above written. "Equipment" means the property described in Exhibit D and which is the subject of this Agreement. "Lease Tetra"means the period between the date hereof and the last day of the fiscal year of Lessee which includes the due date of the last Rental Payment. "Purchase Price"shall be equal to the sum of(a)the Prepayment Option Price,as shown on Exhibit E to be the applicable price after the last prior Rental Payment is and has been made,(b)accrued interest thereon,which shall be computed by a per diem calculation of the interest portion of the next due Rental Payment,divided by the number of days between such due date and the prior immediate due date,multiplied by the number of days elapsing between the two as of the date of payment, (c) any unpaid charges for or interest on late payments, and (d) any other amounts payable to Lessor hereunder as reimbursements or repayments for advances. "Rental Payments"means the basic rental payments payable by Lessee pursuant to Exhibit E of this Agreement. "Vendor"means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE III LEASE OF EQUIPMENT Section 3.01. Lease of Equipment. Lessor hereby demises,leases and lets to Lessee,and Lessee rents,leases and hires from Lessor,the Equipment, in accordance with the provisions of this Agreement,to have and to hold for the Lease Term. ARTICLE IV LEASE TERM Section 4.01. Lease Term. This Agreement shall be in effect and shall commence as of the Commencement Date and will remain in effect throughout the Lease Term. The Lease Tetra will terminate upon the first to occur of (a)the exercise by Lessee of the option to purchase the Equipment under Articles XI or VI;(b)Lessor's election to terminate this Agreement upon a default under Article XIII;(c)the payment by Lessee of all sums required to be paid by Lessee hereunder,or(d) the occurrence of an Event of Nonappropriation in accordance with Article VI,Section 6.05. ARTICLE V ENJOYMENT OF EQUIPMMENT Section 5.01. Quiet Enioyment. Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment. City of Redding EQBQESGIse Section 5.02. Use of the Eauipment. LAM will not install, use,operate or maintain the Equipt improperly,carelessly, in violation of any applicable law or in a manner contrary to that conwted by this Agreement Section 5.03. Right of Inspection. During the Lease Term,the Lessor and its officers,employees agents shall have the right at all reasonable times during business hours to enter into and upon the property of the Lessee for the purpose of inspecting the Equipment. Section 5.04. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY NOR REPRESENTATION,EITHER EXPRESSED OR IMPLIED, AS TO THE VALUE,DESIGN,CONDITION,MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT,OR ANY OTHER WARRANTY WITH RESPECT THERETO AND,AS TO THE LESSOR,THE LESSEE LEASES THE EQUIPMENT "AS IS". In no event shall the Lessor be liable for any loss or damage,including incidental,indirect,special or consequential damage,in connection with or arising out of this Agreement or the existence,furnishing,functioning or the'Lessee's use of any items or products or services provided for in this Agreement. Section 5.03. Vendors Warranties Lessee may assert claims and rights that the Lessor may have against any Vendor of any portion of the Equipment. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental.Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to pay Rental Payments hereunder is a current expense of Lessee and not a debt of Lessee in contravention of any applicable limitations or requirements,nor shall anything contained herein constitute a pledge of the general tax revenues,funds or monies of Lessee. Section 6.02. Interest and Principal Components. A portion of each Rental Payment is paid as interest,and the balance of each Rental Payment is paid as principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term. Section 6.03. Rental Payments to be Unconditional The obligations of Lessee to make Rental Payments,and to perform and observe the covenants and agreements contained herein,shall be absolute and unconditional in all events,except as expressly provided under this Agreement,notwithstanding any dispute between Lessee and Lessor,any Vendor or any other person. Lessee shall not assert any right of set-off or counterclaim against its obligation to make payments under this Agreement. Section 6.04. Continuation of Lease Term by Lessee. Lessee intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made. Section 6.05. Nonappropriation. If(a)sufficient funds are not appropriated for Rental Payments due in any fiscal year and(b)the Lessee shall have at such time no funds duly authorized for the Rental Payments or other amounts payable hereunder from other sources,an Event of Nonappropriation shall be deemed to have occurred The Lessee shall promptly deliver notice thereof to the Lessor. Upon the occurrence of an Event of Nonappropriation,the Lessee agrees that the Lessor may reclaim possession of the Equipment. Lessee agrees peaceably to deliver the Equipment to Lessor at a reasonable location specified by Lessor,all at Lessee's expense. Section 6.06. Nonsubstitutfon If an Event of Nonappropriation occurs the Lessee hereby agrees, to the extent permitted by law and subject to applicable public policy,not to purchase,lease or rent equipment performing functions similar to those performed by the Equipment for a period of one year following the date of such event. ARTICLE VII TITLE TO EQUIPMENT; SECURITY INTEREST Section 7.01. Title to the Equipment. During the term of this Agreement,title to the Equipment shall vest in Lessee,subject to Lessor's rights upon an Event of Default or an Event of Nonappropriation. Section 7.02. Security Interest. Lessee grants to Lessor a security interest constituting a first lien on the Equipment and on all additions,attachments, accessions and substitutions thereto,and on any proceeds therefrom. Section 7.03. Liens and Encumbrances to Title. Lessee shall promptly discharge any mechanic's or materialmen's Gens placed on the Equipment by any agent,contractor or supplier of the Lessee. ARTICLE VIII MAINTENANCE; MODIFICATION;TAXES;INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Equipment by Lessee. Lessee will,at Lessee's own cost and expense,maintain,preserve and keep the Equipment in good repair,working order and condition. If requested by Lessor,Lessee will enter into a maintenance contract for the Equipment with Vendor. Section 8.02. Taxes,Other Governmental Charges and Utility Char ees In the event that the use,possession or acquisition of the Equipment is found to be subject to taxation in any form(except for income taxes of Lessor).government charges or utility charges and expenses,Lessee will pay all such taxes and charges as they come due. Section 8.03. Provisions Regardinx Insurance. At its own expense Lessee shall cause casualty,public liability and property damage insurance to be carried and maintained(and evidenced by certificates delivered to Lessor throughout the Lease Term)in the amounts and for the coverages set forth on Exhibit G.provided that the amount of casualty and property damage insurance shall not be less than the then applicable Purchase Price. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement Section 8.04. Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in good repair and operating condition,Lessor may(but shall be under no obligation)to purchase the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof;and all amounts so advanced therefor by Lessor shall be repaid to Lessor,together with interest thereon at the rate specified hereafter. Section 8.05. Modifications. Without the prior written consent of the Lessor,the Lessee shall not make any material alterations,modifications or attachments to the Equipment. ARTICLE IX DAMAGE,DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01. Daniate,Destruction and Condemnation. If(a)the Equipment or any portion thereof is destroyed(in whole or in part)or is damaged by fire or other casualty or(b)title to,or the temporary use of the Equipment or any part thereof is taken under the exercise of the power of eminent domain, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied either to the prompt repair,restoration,modification or replacement of the Equipment or,at Lessee's option,to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining after such work or purchase has been completed shall be paid to Lessee. City of Redding 2 EQBQESC.lse For purposes of Article VIII,Section 8.03 this Amide IX,the term"Net Proceeds" shall mean the the incu �tileecctmr remaining such claims or award- of say insurance claim or condemnation award of ucting all expenses(including attorney's fees) full theofY rcP •restoration,modification or Section 9.02. Insnfftdencr of Net If the Net Proceeds are insufficient to pay replacement,Lessee shall either(a)complete the work and pay any cost in excess of the amount of Net Proceeds,tib)Lessee shall pay to Lessor the Purchase Price. The amount of the Net Proceeds in excess of the then applicable Purchase Prig,if any,may Y ARTICLE X TAX COVENANT Section 10.01. Tax Covenant. It is the intention of the Lessee and the Lessor that the interest portion of the Rental Payments received by the Lessor be and remain exempt from federal income taxation. Lessee covenants that it will take any and all reasonable action necessary to maintain the exemption from federal income taxation of the interest portion of the Rental Payments,and that it will not intentionally perform any act or enter into any agreement or use or Renin a manner that shall have the effect of terminating the exemption from federal income taxation Of permit the use of the Equipment or any portion thereof rtion of the Equipment or contracting to a third party the the interest portion of the Rental Payments,including(without limitation)leasing all or any po use or operation of all or any portion of the Equipment if entering into such lease or contract would have such effect ARTICLE XI OPTION TO PURCHASE Section 11.01. Parchase Rights. Lessee shall be entitled to purchase the Equipment: (a) upon payment in full of all Rental Payments in accordance with Exhibit E hereof and all other amounts due hereunder,or (b) upon written notice delivered at least 30 days in advance of a proposed date for payment,and upon the payment on such date of the Purchase Price. ARTICLE XII ASSIGN117ENT,SUBLEASING,INDEMNIFICATION,MORTGAGING AND SELLING Section 12.01. Assie:nment or Sale by Lessor• (a) This Agreement,and the obligations of Lessee to make payments hereunder,may be sold,assigned assignment otherwise nt or reassignment,Lessee shall be to one or more successors, grantors, holders,assignees or subassignees by Lessor. Upon any sale,disposition, f5� provided with a duplicate original counterpart of the document by which the same is made. During the term of this Agreement, Lessee and the Servicer designated in Article XV hereof shall each keep a complete and accurate register of all such assignments in form necrssary ly with Section 149(a)of to comp the Code. (b) Lessee agrees to make all payments to the assignee designated in the assignment,notwithstanding any claim,defense,setoff or counterdatm whatsoever(except arising from Lessor's breach of this Agreement)that Lessee may from time to time have against mor or Vendor. ndor. L ss assignee agrees o exeprotect all documents,including notices of assignment and chattel mortgages or financing statements,which may be reasonably req y its interests in the Equipment and in this Agreement. (c) Lessee hereby agrees that Lessor may sell or offer to sell this Agreement(i)through a certificate of participation program,whereby two or more interests are created in the Agreement,the Equipment or the Rental Payments;or(ii)with other similar instruments,agreements and obligations through a pool, trust,limited partnership,or other entity. Section 12.02. No Sala AssizMent or Subleasin>t by Lessee. This Agreement and the interest of Lessee in the Equipment may not be sold,assign or encumbered by Lessee without the prior written consent of Lessor. Section 12.03. Release and Indemnification Covenants To the extent permitted by the laws and haver, eg rdlesState,cause ue e�east P those harmless and indemnify Lessor from and against any and all liability,obligations,losses,claims and damages B� resulting from Lessor's intentional or negligent acts or omissions,and expenses in connection therewith,including,without limitation,counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Agreement,the ownership of any item of the Equipment,the ordering,acquisition, use,operation,condition,purchase,delivery,rejection,storage or return of any item of the Equipment or any t occident h to in perswith The incl mnifn,use, condition,possession,storage or return of any item of the Equipment resulting in damage property joy arising under this paragraph shall survive the termination of this AgreemenL ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Detail The following constitute"Events of Default" under this Agreement: (a) failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when due;or (b) failure by the Lessee to maintain insurance on the Equipment in accordance with Article VIII Section 8.03 hereof;or (c) failure by the Lessee to observe and perform any other covenant,condition or agreement on its part to be observed r performed e however,ormefora periif ihr of 30 days after written notice is given to the Lessee by the Lessor,specifying such failure and requesting that it be remedied;provided, failure stated in such notice cannot be corrected within such 30-day period,the Lessor will not unreasonably withhold its consent to an extension of such tim, if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected: or (d) initiation by the Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning it. indebtedness. The foregoing provisions of this Section are subject to the provisions of Article VI,Section 6.03,hereof. Section 13.02. Remedies On Default• Whenever any Event of Default shall have occurred and be continuing,the Lessor shall have the right,at it sole option without any further demand or notice,to take any one or any combination of the following remedial steps: (a) Terminate this Agreement and retake possession of the Equipment wherever situated.and r leea�subbleeaas ee ll ormakeoth�dia�itioforn t the Equipment for use aver a term in a commercially reasonable manner,all for the account of Lessor:provided amount actually appropriated for the purchase or rental of the Equipment and unpaid by Lessee during the current fiscal year. Lessor shall apply the sale proceeds in the following manner. FIRSTLY,to pay all proper and reasonable costs and expenses associated with the recovery, repair,storage and sale of the Equipment,indudir reasonable auorneys' fees and expenses; City of Redding 3 EQBQESC.lse I SECONDLY,to pay the Lessor(i)tht of all unpaid Rental Payments,if any,which ace due and owing,together with interest and late charges thereon,(ii)the then applicable Purchase (taking into account the payment of past due RentSINNyments as aforesaid),plus a pro rata allocation of interest,at the rate utilized to establish the interest component for the Rental Payment next due,from the ne=t preceding due date of_a Rental Payment until the date of payment by the buyer,and(iii)any other amounts due hereunder, THIRDLY,to pay the remainder of the sale proceeds,purchase moneys or other amounts paid by.a buyer of the Equipment,to the Lessee. (b) proceed by appropriate court action to enforce performance by the L=w of the applicable covenants of this Agreement or to recover for the breach thereof;or (c) Use or retake such portion of the Equipment as the Lessor,in its sole discretion,may decide. All of the Lessee's right,title and interest in any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default or Event of Nonappropriation shall terminate immediately upon such repossession. Section 13.03. Return of Equipment. Upon an Event of Default,Lessee agrees to allow Lessor to recover the Equipment at Lessee's sok cost and expense,in accordance with Article VI,Section 6.05. Section 13.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lessor 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 or now or hereafter existing at law or in equity. Section 13.05. Late Charter Interest on Late Payment. unpaid Rental Payment or other amount payable by Lessee to the Lessor hereunder,shall bear interest at the lesser of(a)the rate payable on the principal portion of the Purchase Price,plus five full percentage points per annum,or(b)the maximum rate allowed by law. Section 13.06. Force Maieure. If by reason of force maieure Lessee is unable in whole or in part to carry out its agreement on its part herein contained,other than the obligations on the part of Lessee contained in Article VI and Article VIII Section 8.03 hereof,Lessee shall not be deemed in default during the continuance of such inability. The term"force majeure"as used herein shall mean,without limitation,the following: acts of God,strikes,lockouts or other industrial disturbances;act of public enemies,orders or restraints of any kind of the government of the United States of America or the State or any of their departments,agencies or officials,or any civil or military authority,insurrections; riots; landslides; earthquakes; foes; storms; droughts;floods;or explosions. ARTICLE XIV MISCELLANEOUS Section 14.01. Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at the addresses set forth on the first page hereof. Section 14.02 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. Severab'' . In the event any provision of this Agreement 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 14.04. Amendments. All amendments hereto must be in writing. Section 14.05. Execution in Counterparts.This Agreement may be executed in several counterparts. Section 14.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. ARTICLE XVI DEFEASANCE Section 15.01. Defeasance. The Lessee's obligation to pay the Purchase Price will be deemed to be paid and the Lessee's obligations under this Agreement will be discharged and satisfied upon the deposit by the Lessee with the Lessor of(a)moneys sufficient to pay the Purchase Price or(b)obligations which are directly insured or guaranteed by the United States or,with the prior written consent of the Lessor,any other obligations in which any sinking fund for bonds issued by the Lessee may legally be invested,the principal of and interest on which when due will provide sufficient moneys for such payment. . IN WITNESS WHEREOF,Lessor has executed this Agreement in its corporate name,attested by its duly authorized officers,and Lessee has caused this Agreement to be executed in its corporate name,attested by its duly authorized officers. All of the above occurred as of the date first written on the heading hereof. LESSOR: Sutro&Co.,Incorporated Attest: By: w By: Title: l Title: l-//j./T!�• « /"��✓/p��T-- Attest: LESSEE City of Redding Title: Title: City of Redding 4 EQBQESC.Ise C • CERTMCkIX OF LEVEE THE UNDERSIGNED,duty authorized representative of the mm= Lrnsee i tar pertain Municipal Lease and Option Agreement dated December 30,1991 with Sutro&Co.,Incorporated as Lessor(the 'Az===ut' 'szebv yes as tollows and in accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as m ne Jnr A. INCUMBENCY OF OFFICERS AND SIGN-A.t7R1M I hold the position noted under my signature,and I have d amity¢may to etre and deliver this Certificate. The following officers of the Lessee are duly elected or appointed,and the signatures oppasm mei=mmes ace aoc anii correct.and where required, have been filed with the appropriate officials of the State: Signature 59=1 Title: T:>-- B. ESSENTIAL USE: 1. The Equipment will be used by the fasrRi `msve-nmea agency departiment for the specific purpose of: general municipal 2. The Equipment is essential for the s le Lesser mds mately needed by the Lessee. Such need is neither temporary nor expected to diminish during the Lease Term. The Equipcers is 4=acted ra is ned ar the Lessee for a period in excess of the Lease Term. 3. Funds are expected to come from the -e k=_a l 1~m¢aftie Lesser. C. SECTION 265(b)(3) MATTERS: 1. Lessee (a) maintains a register or?i$ c From Governmnu Q>aligatioas,(b)files when required Form 8038G or Form 8038GC,and(c)therefore can certify that the total Exempt Governmem :bEsmmcm issue¢zr 4ate im the cmrrent calendar year,including the Agreement,is less than$10,000,000. This Certificate is based upon facts,circumstances,err as wd expe=mons ar the Leasee as of the date on which the Agreement was executed,and to the best of my knowledge and belief,as of this date,su=._acm.=cumsind esti-ates are true and correct and such expectations are reasonable. IN WITNESS WHEREOF,I have executed and dcai c- ' :1zis =nific ae a of*1�x day of , 1991. WITNESS: Name: `lame: Title: 7de: City of Redding EQBQESC.lse EXHIBIT D • DESCRIPTION OF THE EQUIPMENT EQUIPMENT: Computer Equipment 4-door sedans Fire hoses Modular work stations Pick-up trucks Fire vehicles Copier equipment Communications equipment EQUIPMENT LOCATION: Title: Date: City of Redding EQBQESC.lse . AgreemNo. EXHIBIT E SCHEDULE OF PAYMENTS Principal Taxes Total Purchase Pmt Date-Due Repayment_ Interest Payment(1) Due Payment Price 1 Jun 30 1992 299380.52 119875.00 419255.52 0.00 419255.52 3234136.11 2 Dec 30 1992 309634.30 109621.22 419255.52 0. 00 419255.52 2918372.29 3 Jun 30 1993 320239.28 99016.24 419255.52 0.00 419255.52 2592505.21 4 Dec 30 1993 331207.46 88048 . 06 419255.52 0. 00 419255.52 2256209.41 5 Jun 30 1994 342551.33 76704. 19 419255.52 0.00 419255.52 1909152.17 6 Dec 30 1994 354283 .71 64971.81 419255.52 0.00 419255.52 1550989.81 7 Jun 30 1995 366417.93 52837.59 419255.52 0.00 419255.52 1181366.07 8 Dec 30 1995 378967.74 40287.78 419255.52 0.00 419255.52 799913.89 9 Jun 30 1996 391947.39 27308. 13 419255.52 0.00 419255.52 406255.37 10 Dec 30 1996 405370.34 13885.18 419255.52 0.00 419255.52 0.00 TOTALS: 3500000.00 692555.20 4192555.20 0.00 4192555.20 (1) Semi-Annual Payments Due in ARREARS LESSEE: City Of Redding California By: Title: Date: e EXHIBIT G • INSURANCE COVERAGE REQUIREMENTS T'O: Sutra&Co.,Incorporated 370 17th Street,Suite 1300 Denver,CO 80702 FROM: City of Redding 760 Parkview Avenue Redding,CA 96001-3396 SUBJECT: INSURANCE COVERAGE REQUIREMENTS 1. In accordance with Article VIII,Section 8.03 of the Agreement,we have instructed the insurance agent named below(please fill in name,address and telephone number) to issue: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Sutro&Co,Incorporated as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidence by a Certificate of Insurance naming Sutro&Co.,Incorporated and/or its assigns as an Additional Insured. Minimum Coverage Required: $500,000.00 per person. $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability OR 2. Pursuant to Article VIII,Section 8.03 of the Agreement,we are self-insured for all risk,physical damage,and public liability and will provide proof of such self-insurance in letter form together with a copy of the stature authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time that the equipment is delivered to us. Dated: City of Redding EQBQESC.Ise • AGENCY AGREEMENT LESSOR: Sutro&Co.,Incorporated 370 17th Street,Suite 1300 Deaver,CO 80202 LESSEE: City of Redding 760 Parkview Avenue - — - Redding,CA 96001-33% THIS AGENCY AGREEMENT,dated as of December 30, 1991,by and between the City of Redding a body corporate and politic under the Constitution and laws of the State of California(the"Lessee") and Sutro&Co.,Incorporated(the"Lessor"); WITNESSETH: WHEREAS, the Lessee and Lessor have entered into a Municipal Lease and Option Agreement dated as of the date hereof(the"Lease and Option Agreement"),whereby Lessor agrees to lease certain property described in Exhibit D thereto(the"Equipment',to the Lessee,and the Lessee agrees to lease and purchase the Equipment from Lessor, NOW THEREFORE,in the joint and mutual exercise of their powers,and in consideration of the above premises and of the mutual covenants herein contained and for other valuable consideration,the parties hereto recite and agree as follows: I. DEFINITIONS The terms capitalized in this Agency Agreement shall have the meanings given to them in the Lease and Option Agreement. H. APPOINTMENT Lessor hereby appoints the Lessee as its agent to carry out all phases of the supervision and acquisition of the Equipment described in Exhibit D to the lease and Option Agreement. The Lessee,as agent of Lessor,assumes all rights,duties and responsibilities of Lessor regarding supervision and acquisition of such Equipment,except as limited heroin. HL CONTRACTS AND PAYMENTS A. Contracts: The Lessee,as agent,may enter directly into any purchase order or contract without the written approval of Lessor, Payments: The written approval of both parties shall be required to authorize any payments made from the Acquisition Fund by the Escrow Agent, in accordance with the Escrow Agreement. IV. EQUIPMENT DESCRIPTION The Lessee,as agent for Lessor,shall have the right to make any changes in the description of the Equipment or any component or components thereof,whenever the Lessee,in its sole discretion,deems such changes to be necessary;provided,however,that any such change shall not alter the nature of the Equipment,and that any increase in the Acquisition Costs resulting from such a change shall,to the extent the increased Acquisition Costs exceed the total balance in the Acquisition Fund,be payable solely from other funds of the Lessee,which shall be deposited with the Escrow Agent for deposit into the Acquisition Fund prior to the approval of any such changes to the Equipment. V. LESSEE'S RIGHT TO SUPERVISE ACQUISITION AND INSTALLATION The Lessee,as agent,of Lessor,shall have the right to supervise the acquisition of the Equipment related thereto and monitor the performance by the contractors and Vendor in whatever manner the Lessee,in its sole discretion,deems appropriate. VI. LESSEE'S RIGHT TO ENFORCE CONTRACTS Lessor hereby assigns to the Lessee all of its rights and powers under all such purchase orders and contracts as it enters into with respect to the Equipment and the Lessee shall have the right to enforce in its own name or the name of Lessor such purchase orders or contracts at law or in equity; provided,however, that the assignment of Lessor shall not prevent Lessor from asserting said rights and powers in its own behalf. City of Redding 13 EQBQESC.Ise IN WTINESS WHEREOF,Lessor hiftsed this Agreement to be executed in its corporate"its duly auhocved o[fioer and sealed�its corporate seal;and the Lessee has caused this ment to be executed in its name by its duly authorifeers,as of the date fix above tea. Sutro&Co.,Incorporated By: (SEAT) — Title: i��r+✓T!�l' /�,l�/.0'g-- City g--City of Redding By: Title: Attest City of Redding 14 EQBQESC le ESCROW AGREENIEW. LESSOR: Sutro tit Co.,Incorporated }s WW AGFNL LaSalle tusk&Lisle 370 17th Street,Suite 1300 4T13 Main Strom Denver,CO 80202 Lisfic'IL 605--- LESSEE: City of Redding 760 parkview Avenue Redding,CA 96001-3396 THIS ESCROW AGREEMENT is made as of December 30,1991,among Satro d:Co,lacorponmd •City of Redding("Lessee'),and LaSalle Bank of Lisle(the'Escrow Agent"). Lessor and Lessee have heretofore entered into that certain Municipal Lease amd Option imam:fated as of the date hereof(the"Agreement"). The Agreement contemplates that cerasin equipment described therein(the'Equipmeaa")is to be acquired hmn the vendor(s)or manufacturer(s)thereof. After acceptance of the Equipment by Lessee,the Equipment is to be leased by Lessor to Lessee ?ursttaat to the terms of the Agreement. The aggregate acquisition cost of the Equipment(the"Purchase Price")is to be departed by lessor with.the Escrow Agent to be held in escrow for a temporary period and applied on the express terms set forth herein. The Escrow Fund(as such term is imreina= defined)is to be applied to pay the vendor(s)or manufacatrer(s)of the Equipment its invoice cost(a portion of which may,if required.be Pato ?nor x:final ptance of the Equipment by Lessee} The Escrow Fund is to be held for the account and benefit of Lessee,and Lessee has granted to Lor a security interest in the Escrow Fund. The parties desire to set forth the terms on which the escrow is to be seated and to estae>rish tine--ghts and responsibilities of the parties hereto. NOW,THEREFORE,in consideration of the sum of Ten Dollars($10.00)in hand paid,and ether avid and valt12b3e consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Lessee hereby appoints Escrow Agent as its escrow agent,and Escrow Agmat hereby a=21s thac appointment as escrow agent upon the terms and conditions set forth herein. The Escrow Fund shall be held for the aeoona and benefit of Lessee and L mor and all interest earned with respect to the Escrow Fund shall aortae to the benefit of Lessee and shall be applied as expressly set forth herein- To the limited extent required to perfect the security interest granted by Lessee to Lessor m the=w and wwuabhe instruments from time to time comprising the Escrow Fund,Lessor hereby appoints the Escrow Agent as its security agort,and the Escrow Agnt he--mev accepts that appointment as security agent,and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor- 2. On or subsequent to December 30,1991 as is determined to the normal sata�non of @ ess�ter»m a>�g shallconditionsditio»s asset forth heprtcsmit with the Escrow Agent cash in the amount of the Purchase Price,to be held in escrow by the Escrow Agent e On the Closing Date,the Escrow Agent agrees to accept the deposit of the purchase Price by Lista widt the Escrow Agent,and further agrees to hold the amount so deposited together with all interest and other additions received With respect thereto(thn'Escrow Fund )in escrow on the express terms and conditions set forth herein. which shall be 3. The Escrow Agent shall at all times segregate to the Escrow Fund into an aceovau for tfcat express purpose, dearly identified on the books and records of the Escrow Agent as being held in its capacity as Escrow Ap=L Securm* anis other negotiable instruments comprising the Escrow Fund from time to time shall be held or registered in the name of the Lessee or Escrow Agent ea behaiff of Lessee(or its nominee). The Escrow Fund shall not,to the extent permitted by applicable law,be subject to levy or attachment or lien by or for the anefit at any creditor of any of the parties hereto (except with respect to the security interest therein held by Lessor} 4. The cash comprising the Escrow Fund from time to time shall be invested by the Escrowhaat is sickQualified Investments(as hereinafter defined)as shall be specified by Lessee in written directions executed by Lessee from time to titre- The i ='°w meat will use due diligence to collect all instruments for the payment of money comprising the Escrow Fund and shall promptiv notify the ether carnes intie event of dishonor. Interest or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shad be deposited in atria=mprmc a part of the Escrow Fund.The Lessee represents that it is a*qualified small issue and is exempt from arbitrage rebate. For the purpose of this par -Faph A.dve term"Qualified Investments"means, to the extent the same are at the time legal for investment of the funds being invested: n direst gaerai zbligasicuus of the United States of America;(ii. obligations,the timely payment of the principal of and interest on which is fully and unconditionally gtaaransm¢iy the United States of America;(iii)Certifncate� of Deposit that aro insured by the Federal Deposit Insurance Corporation; (rv)general obfgations of the—cies amd mstr=inentalities of the United State. of America acceptable to Lessor, (v)or any other investment legally allowable by a municipality under ifs gcnversmat code of the State of California anc acceptable to the Lessor. S. The Escrow Agent shall take the following actions with respect to the Escrow Fund: a. Pay to Lessor or,if Lessor shall have assigned its interestrider the Agra to the assignee or assignees of Lessor's interest under the Agreement or an agent on their behalf,the interest component of the payments bec ming due trade-he Agtccmettt,with moneys in the Escrow Fund b. Upon receipt of written authorization and instructions from Lessor and Letaas,which shall at a minimum consist of(a) the Certificate of Acceptance(as such item is defined in the Agreement)describing the items of Fquipmeac for vnich psminent is to be made,executed by Lessee and certified by Lessor,(b)the vendor(s)or manufacturer(s)'invoice(s)specifying the Parchase Price of egmnment diieaatbed in the Certificate of Acceptance and(e)a UCC Financing Statement and/or Application for Certificate of Title covering the items of Equipiricut,the Escrow Agent&hall Pay to the vendor(s or manufacturer(s)of the Equipment payments then due and payable with respect thereto. C. In the event that Lessor provides to the Escrow Agent Written notice of=e office of an event of default under it. Agreement,the Escrow Agent shall thereupon promptly remit to Lessor the Escrow Fund d. Upon receipt by the Escrow Agent of written notice from Lessor that rite Putvase Ps is has been paid in full,the Escrow Ager shall apply the then remaining escrow fund,first,to all reasonable fees and expenses inc erred by the Escrow xgeut a connection herewith as evidenced by i statement forwarded to Lessor and Lessee;and,second,to prepay to Lessor rent payments doe by Lessee =Lscw paisuaaa to the Agreement,as evidence City of Redding EQBQESC.Ise by Lessor's statement submitted to the Escrow less I esus ovyamm=noue a Fig uw A9C%iLFscrow Agent to pay any remaining amount in the Escrow Fund directly to Lessee. 6. The reasonable fees and expenses,of the E=c-Asap iamm=in cm=ctoa hiifftm shall be the responsibility of Lessor. 7. The Escrow Agent shall have no liability kr r=ing:apgm=ywn=msum=icin presented by Lessor in connection with this Agreement which the Escrow Agent in good faith believes to be genuine. FuTbcz mzm—the Esc=w Argm shall mot be liable for any act or omission in connection with this Agreement except for its own negligence,willful misconduct a bad ham The Ezrow Am=sbaf Dot be liable for any lass or diminution in value of the Escrow Fund as a result of the investment decisions(pursuant to S=inn.o...,, - :,made by the EscrowAgent in accordance with the instructions of the Lessee. 8. The Escrow Agent may at any time resign by 3vingaa:'ssst 30 dzW at mntiee w Lessee and Lessor,but such resignation shall not take effect until the appointment of the successor Eserowv-Agent. Tw-subsitmurm of mmzb r hamris or trust company to act as Escrow Agent tinder this Escrow Agreement may occur by written agreement of Lesser and I— In ashnim n,the:-4eat maw be removed at any time,with or without cause,by an instrument in writing executed by Lessor and Lessee. In the ewra of aaw_ resipmum or r®evai of the Escrow Agent,a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lraee Sucti suoacssiwFsesmr Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor,Lessee and the predeeanr Ewmw Agent: Tb=cmmm suclh successor Escrow Agent shall,without any further act or deed,be fully vested with all the trusts,powers,rights,duties a=akifignien of tib Bamw aLMat this Escrow Agreement,and the predecessor Escrow Agent shall deliver all moneys and securities held by it under thfi---acv=gr,xmicza 'o sru3 mrxxssm Escrow Agent.;The Escrow Agent may resign at any time by giving thirty(30)days'prior written notice to Lesser. L=ar mai a any*.rte-emove me Escrow Agent as the Escrow Agent under this Agreement upon written notice. Such removal or resignation shall be effeame an:he me=j=h in nc appfic able notice. Upon the effective date of resignation or removal,the Escrow Agent will transfer the Escrow Fund then b=d by z n .he smec=sw Ese.-aw Agent selected by Lessor. 9. This Escrow Agreement and the escro=w es:miisned *^-cunni- :sail u=mnate uipon disbursement by the Escrow Agent of all amounts contained in the Escrow Fund in accordance with Section Sb.or fr-hcMCO 10. Allnotices hereunder shallbe in writing,sent iv c=mff=mail—==f :equesaed,addressed to the other party at its respective address stated below the signature of such party or at such other address rs suca arty shail iom ti= m tin=designate in writing to the other parties,and shall be effective on the date of receipt. 11. This Escrow Agreement shall inure to the benziit ofmin wall bz.zraingmpm the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow nay bw asis}=without the prior written consent of Lessor. 12. This Escrow Agreement constitutes the entir::r t 5etw -te paw ierewwith respect to the subject matter hereof,and nowaiver, consent,modification or change of terms hereof shall bind any cpury t mew n writs pignect 10 all panties. IN WITNESS WHEREOF,the parties heron have anued tb=know%ueomemt to be duty executed under seal as of the day and year first above set forth. Lessor. Satin&C :ncc p ed By: Title: = ./ cid ��t <✓i��.e� �— Escrow Agent: Lahi;k l—A List Title: Lessee: Co Jf By. Title: City of Redding 12 EQBQESClse