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HomeMy WebLinkAboutReso No. 1990-528 - Agreement with Security Pacific Capital Leasing Corporation for new containers Solid Waste RESOLUTION NO. 70•3.22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING ENTERING INTO A LEASE/PURCHASE AGREEMENT OR AGREEMENTS BETWEEN THE CITY OF REDDING AND SECURITY PACIFIC CAPITAL LEASING CORPORATION FOR NEW CONTAINERS, A ROLL-OFF TRUCK, HYDRAULIC TARPERS, AND ROLL-OFF DEBRIS BOXES FOR THE DEPARTMENT OF GENERAL SERVICES, SOLID WASTE DIVISION, ESTIMATED AT $273,000.00, AND AUTHORIZING THE CITY MANAGER TO SIGN THE NECESSARY DOCUMENTATION ON BEHALF OF THE CITY. WHEREAS, it is desirable and important to the business success of the City of Redding to lease personal property consisting of new containers, a roll-off truck, hydraulic tarpers, and roll-off debris boxes for its Solid Waste Division; and WHEREAS, the City of Redding from time-to-time desires to lease said personal property from Security Pacific Capital Leasing Corporation; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows: 1. That the City of Redding, from time-to-time, lease from Security Pacific Capital Leasing Corporation the personal property as described above, estimated at $273,000.00, pursuant to the letter from Security Pacific Capital Leasing Corporation to the City of Redding dated November 5, 1990, a copy of which is attached hereto and incorporated herein by reference. 2. That the City Manager, whose name and sample signature are set forth below, is hereby authorized, in the name of and on behalf of the City of Redding and from time-to-time, to enter into agreements with Security Pacific Capital Leasing Corporation for the lease/purchase of the above-mentioned personal property, upon such terms as may seem advisable to the City Manager; and to execute agreements, leases, applications for leases, and other documents in connection therewith or incidental thereto. Any instruments executed hereunder are to be in such form and with such terms and conditions9-1 t U) QQ 6 U as may be agreed upon between the City of Redding and Security Pacific Capital Leasing Corporation. The City Manager is also authorized to accept or direct delivery of any of the herein- described personal property from Security Pacific Capital Leasing Corporation. 3 . The authority given hereunder should be deemed retroactive, and any and all acts authorized hereunder performed prior to the passage of this Resolution are hereby ratified and affirmed. . 4. The City Clerk is hereby authorized and directed to attest the signature of the City Manager: ROBERT M. CHRISTOFFERSON Sample Signature: , / )G 41 to the necessary• documentation, and to. impress the official seal of the City of Redding thereto. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 6th day of November , 1990, and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Arness, Dahl , Moss & Buffum NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Fulton ABSTAIN: COUNCIL MEMBERS: None , : ;; • all ;UM, Ma -'4°7 City f Redding _`ATTEST . ETHEL A. NICHOLS, City Clerk • `'r PROVED: DALL A. HAYS, City Attorney 2 • C� U • SECURITY PACIFIC CAPITAL LEASING CORPORATION aci. EXECUTIVE OFFICES:FOUR EMBARCADERO CENTER SUITE 1200 • SAN FRANCISCO CA 94111 • FO.BOX 7722(94120) • (115)7657300 November 5, 1990 CITY OF REDDING 760 Parkview Avenue Redding, California 96001-3396 Attention: Ms. Sue Anderson Purchasing Agent Gentlemen: We are pleased to inform you that, pursuant to your request, we are agreeable to entering into a leasing transaction with you in accordance with the terms of the Master Lease and other documentation enclosed herewith and upon the following additional terms and conditions. The capitalized terms used herein have the same meanings as set forth in the Master Lease. Lessor: SECURITY PACIFIC CAPITAL LEASING CORPORATION Lessee: CITY OF REDDING gauinment: New containers, roll-off truck, hydraulic tarpers, and roll-off debris boxes Lessor reserves the right to approve any and all items of Equipment prior to any scheduling under this leasing line. This commitment specifically excludes any item or items of Equipment with a unit cost of less than $100. 00. • CSECURITY U �rff PACIFIC CAPITAL met LEASING CORP. 2 Cost of Equipment: Estimated at: $273, 000.00 Lessor has approved the leasing line hereunder for the full estimated cost. However, in the event of cost overruns, Lessor reserves the right to exclude undelivered and unaccepted items of Equipment in order to stay within the estimated Cost, or to include such items and to adjust the Rentals and rental rates on this overrun. Delivery and Takedown: By March, 1991 Funding by Lessor shall occur no sooner than fifteen (15) days after the beginning of the rental commencement period. Equipment Location: Redding, California Term of Lease: Seven (7) Years The Lease Term for each item of Equipment will commence on and as of the date of acceptance of said Equipment by the Lessee. Interest Rate: Seven and 73/100 percent (7.73%) Rentals: Lessee will be required to make seven (7) equal consecutive annual rental payments, each in advance, at $176. 65 per $1,000 of Equipment Cost. Should the proposed leased Equipment not be accepted by Lessee and the Lease Schedule not executed prior to the Expiration Date, referred to below, Lessor reserves the right to extend its commitment with respect to any portion of this transaction beyond the Expiration Date and/or to adjust the rentals. • CSECURITY PACIFIC � CAPITAL . LEASING CORP. 3 Rental Adjustment: For scheduling occurring on or after January 1, 1991, there will be a one time adjustment of the Interest Rate and rental factor(s) at the scheduling to reflect any changes in a cost of money index twenty-five percent (25%) comprised of Security Pacific National Bank's Reference (prime) Rate and seventy- five percent (75%) comprised of the Federal Reserve's three year Treasury Constant Maturities Rate. The benchmark rate for said index will be set at 8. 37%. The benchmark rate will be compared to the applicable index rate on the date of preparation of a Lease Schedule (the "Current Index") to determine what adjustment, if any, will be made to the Interest Rate and rental factor(s) . The adjustment shall be equal to seventy percent (70%) of the difference between the benchmark rate and the Current Index. Example: a 50 basis point (1/2 of 1%) increase or decrease in the money index rate will result in an increase or decrease in the Interest Rate of thirty-five (35) basis points. Property Taxes: Lessee shall be responsible for the negotiating and filing of property taxes on Equipment and shall indemnify Lessor to the extent of any such unpaid property taxes (including penalties and interest) and costs of Lessor associated therewith. Purchase Option: At the expiration of the seven (7) year lease term, Lessee shall have the option to purchase all of Lessor's right, title and interest in and to the Equipment for one dollar ($1.00) . r' CPACIFIC TY V V CAPITAL - -. LEASING CORP. 4 Insurance: Notwithstanding the language in Paragraph 14 of the Master Lease, so long as Lessee is not in default under the terms and conditions of said Lease, Lessee will have the right to maintain deductibles of $500,000.00 for physical damage coverages and $500, 000. 00 deductibles for liability coverages, on all Equipment leased pursuant to this commitment. However, Lessor will require that it be added as an "additional covered party"/"additionl insured" to Lessee's excess coverages. Financing Statements: Appropriate Financing Statement(s) will be required. Lease Schedules: A $10, 000 minimum Equipment Cost requirement will apply on all lease scheduling under this commitment. Should Lessee request scheduling for amounts between $5,000 and $10,000, a $150.00 scheduling fee will be due and payable upon execution of the Lease Schedule. Financial Statements: Lessee's audited annual financial statements including fund balances are to be mailed to Lessor within 120 days from Lessee's fiscal year end as well as such other information as Lessor may from time to time reasonably request, and Lessor (and its affiliates and their representative agents, employees, officers and directors) are hereby irrevocably authorized to interchange and utilize all credit information files and facilities in possession of Security Pacific Corporation, Security Pacific National Bank and their respective subsidiaries and affiliates and others as may be necessary or desirable for the analysis, processing, review and collection of any transactions with Lessee. • • CPACIFITY � tJ CAPITAL art. LEASING CORP. 5 Tax Status Lessee represents that it is Representation: qualified as a "political subdivision" within the meaning of subsections (a) and (c) to Section 103 of the Internal Revenue Code of 1986 ("Code") and that this transaction will constitute an obligation of the Lessee within the • meaning of said subsections. Lessee agrees to cooperate with Lessor in providing evidence as deemed necessary or desirable by Lessor to substantiate such tax status. Filing Requirements: Lessee further represents that it shall comply with the filing requirements set forth in Section 149 (e) of the Code with respect to this transaction. Your filing is to be made on Internal Revenue Service form 8038-G and is to be delivered to the Internal Revenue Service by no later than the fifteenth day of the second calendar month following the calendar quarter of funding. Should Lessee fail to make the filing in the manner or within the time required, Lessee shall indemnify Lessor for any resulting loss of Federal income tax exemption to the interest portion of the rental payment. Lessee further agrees to provide Lessor with a copy of the filing simultaneously with the filing made to the Internal Revenue Service. Opinion of Counsel: Lessee shall provide Lessor with an opinion from Lessee's counsel stating that the Master Lease of Personal Property dated as of November 5, 1990 and other docu- ments required of the Lessee hereunder, including this Commitment Letter, have been duly authorized, executed and delivered by Lessee and that such documents are valid and binding obligations of CITY OF REDDING in accordance ,. SECURITYPACIFIC V U CCAPITAL _. LEASING CORP. 6 • Opinion of Counsel: with their respective terms. In (continued) addition, such opinion shall confirm the true and exact name of Lessee. Such opinion shall also affirm that the Lessee qualifiesas a "political subdivision" within the meaning of subsections (a) and (c) to Section 103 of the Internal Revenue Code of 1986 ("Code") and that this transaction constitutes an obligation of the Lessee within the meaning of said subsections. Said opinion shall be delivered to Lessor prior to the commencement of said Lease and said opinion must be acceptable to Lessor's counsel. Purchasing Agreement: By use of the Purchasing Agreement it is contemplated that the Lessee will order the Equipment as Lessor's agent. Commencing with Lessee' s execution hereof, Lessee will accumulate the original suppliers' invoices and shall forward them to Lessor. Lessee shall also forward to Lessor a copy of Lessee's cancelled check(s) to evidence any payments or progress payments made by Lessee for the Equipment. Lessor shall not be obligated to release funds to suppliers and/or reimburse Lessee for the payments or progress payments made on its behalf until Lessor has received the Lease Schedule(s) and, if applicable, copies of the cancelled checks. Registration and Titling: All motor vehicles leased under this leasing commitment in the state of California are to be registered and titled as follows: CPACIFSECURITY `/ CAPITAL LEASING CORP. 7 Registration and Titling: Registered Owner: (continued) Security Pacific Capital Leasing Corporation, Lessor City of Redding, Lessee 760 Parkview Avenue Redding, California 96001-3396 Lienholder: SECURITY PACIFIC CAPITAL LEASING CORPORATION 4 Embarcadero Center, Suite 1200 San Francisco, California 94111 It is hereby agreed that Lessee shall be responsible for the correct titling of all motor vehicles leased under this leasing commitment. As lienholder of the vehicles, Security Pacific Capital Leasing Corporation will require the original Certificates of Title for retention in our files throughout the duration of the lease term. All costs associated with the registration and titling of vehicle(s) leased pursuant to this commitment will be for the account of the Lessee. Lessee Representation: Lessee hereby warrants that this transaction does not violate any terms or conditions of any material credit agreement or any other agreements or instrument to which Lessee is a party. Sales/Use Tax: If Lessee is tax exempt from State and local taxes, then a copy of Lessee's tax exemption certificate and/or any applicable statutes or regulations should be returned to Lessor along with the executed Commitment Letter. • SSECUEC F ITY (. CAPITAL sof. LEASING CORP. 8 Documentation: The following additional documents are necessary to this transaction:. a) Master Lease of Personal Property (original and one copy) b) Resolution (original and one copy) c) Purchasing Agreement (original and one copy) d) UCC-1 Financing Statement (one) e) Opinion of Counsel f) Original Vehicle Title(s) g) 149 (e) Filing Please execute items a through d above and return them to Lessor, along with items e, f and g, as soon as possible. Upon Lessor's acceptance, copies will be returned for Lessee's files. The form, substance and enforceability of all instruments required by Lessor in completing the transaction proposed in this Commitment Letter must be satisfactory to Lessor's legal counsel. Lessee agrees to give Lessor such evidence of compliance with the conditions of the Commitment Letter as such legal counsel may require. Expenses incurred for or attributable to any significant amount of lease negotiation, tailoring, or redrafting shall be for the account of the Lessee. Expiration Date of Lessor's obligation to acquire This Commitment: and fund Equipment hereunder, terminates and expires on March 31, 1991. If the Equipment has not been delivered at the above described Location and accepted by Lessee on Lessor's forms prior to the above Expiration Date, or there is, prior to said Expiration Date, in Lessor's •opinion, an adverse change in Lessee's financial condition since the date shown on the latest financial statement(s) which Lessee has furnished Lessor, then, at Lessor's option, Lessor may terminate its obligations under this Commitment Letter as to any Equipment which has not theretofore been accepted by Lessee on Lessor's forms. This will be a non-cancelable net lease transaction whereby maintenance, insurance, full indemnification, property taxes, • SECURI /Sao PAC F CTr CAPITAL el, LEASING CORP. 9 documentation costs and all items of a similar nature will be for Lessee' s account. It is understood that Lessor's obligations are contained only in this Commitment Letter and any amendment to it in writing, signed by Lessor' s authorized officer. The provisions hereof supersede all prior and contemporaneous discussions, lease applications and proposals with respect to the transaction described herein. If Lessee agrees to enter into the leasing transaction and obtain Lessor' s firm commitment on the terms set forth in this Letter and in the Master Lease, Lessee must indicate Lessee's acceptance by executing and delivering to Lessor, at Lessor's office in San Francisco, California, the enclosed copy of this Letter within ten (10) days from the date of this letter. Please be assured of our desire to give you the best and most efficient leasing service. Very truly yours, SECURITY PACIFIC CAPITAL LEASING CORPORATION By6 -ge,- _ 1 ,T Iha/60 `( Eileen yematsu Title Contract A inistrator ACCEPTANCE: Lessee hereby agrees to enter into the leasing transaction described herein on the terms and conditions and with the agreements and covenants as set forth herein and agrees that this Commitment Letter shall constitute part of the Master Lease. CITY OF REDDING Date By . Title By Title Enclosures cc: Chuck Giles/SPLC