HomeMy WebLinkAboutReso 1985-12129 RESOLUTION NO. 12129
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING LEASE WITH OPTION TO
PURCHASE AGREEMENT WITH GELCO MUNICIPAL
SERVICES COMPANY AND APPROPRIATING FUNDS
The City Council of the City of Chula Vista does hereby
resolve as follows:
WHEREAS, on May 28, 1985, the City Council authorized
staff to pursue lease financing of the TeleCom Plus NEAX 2400
Telecommunications System, and
WHEREAS, the Finance Department has solicited bids from
interested third party financial institutions and the lowest and
most responsible bid was submitted by GELCO Municipal Services
Company.
NOW, THEREFORE, BE IT RESOLVED that the City Council of
the City of Chula Vista does hereby approve the Lease with Option
to Purchase Agreement with GELCO Municipal Services Company,
dated the 12th day of August , 1985, a copy of which
is attached hereto and incorporated herein by reference as if set
forth in full.
BE IT FURTHER RESOLVED that the Mayor of the City of
Chula Vista be, and he is hereby authorized and directed to
execute said agreement for and on behalf of the City of Chula
Vista.
BE IT FURTHER RESOLVED that the sum of $55,269 be, and
the same is hereby appropriated from the unappropriated balance
of the City's General Fund Reserve and placed in Account No~
100-0730-5271.
Presented by Approved.as to form by
Ly~an Christopher, Director of T/~omas J. H~on, City
Finance ~Attorney ~ ~
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ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
HULA VISTA, CALIFORNIA, this 13th d(~y of Auqust
85
~ , by the following vote, to--wit:
YES: C0uncilmembers Cox, McCandliss, Scott, Moore
AYES: Councilmembers None
BSTAIN: Counci lmembers None
9SENT: C0unci ] members Malcolm
~ City of Chula Vista
City Clerk/ ~'
'ATE OF CALIFORNIA )
)UNTY OF SAN DIEGO ) ss.
I'Y OF CHULA VISTA )
I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, California,
HEREBY CERTIFY thot the above and foregoing is 0 full, true ond correct copy of
RESOLUTION NO. 12129 ,and that the some has not been amended or repealed.
TED
(seal) City Clerk
-660
(Form N/A)
3-1-84
LEASE WITH OPTION TO PURCHASE AGREEMENT
Between
GELCO MUNICIPAL SERVICES COMPANY
As Lessor
and
Chula Vista~ California
As Lessee
Dated as of the
12th Day of Ausust 1985
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/-/~ I~ ?
THIS LEASE WITH OPTION TO PURCHASE AGREEMENT dated as of August
1985 (the Lease), by and between Geico Municipal Services~a division of
i~lco Corporation,a duly organized and existing corporation under the laws
!~.the State of Minnesota as lessor (Lessor) whose address is Three Gelco
~lve, Eden Prairie~ Minnesota 55344; and Chula Vista; California (Lessee)
iilose address is 276 Fourth Avenue~ Chula Vista~ CA 92010;
WITNESSETH:
i WHEREAS, Lessee is authorized by law to acquire such items of
il)rsonal property as are needed to carry out its governmental and
i!~oprietary functions, and to acquire such personal property by entering
ilito lease wi th option to purchase agreements; and
WHEREAS, Lessee has determined that it is necessary for it to
31iquire under this Lease certain items of personal property described
?rein as ,Equipment~ and
WHEREAS, Lessor is willing to acquire such items of Equipment and
lease them to Lessee pursuant to this Lease;
i/
~I NOW THEREFORE, in the joint and mutual exercise of their powers,
~id in consideration of the mutual cowenants herein contained, the parties
~!reto recite and agree as follows:
ARTICLE I /
DEFINITIONS AND EXRIBITS
Section l.l. Definitions. Unless the context otherwise requires~
~e terms defined in this Section shall~ for all purposes of this Lease and
:hibits attached hereto have the meanings hereim specified.
Contractor: Each of the manufacturers or vendors from whom Lessee
.r Lessor at Lessee's request) has ordered or will order or with whom
ssee (or Lessor at Lessee's request) has contracted or will contract for
e manufacture, delivery and/or installation of the Equipment.
Equipment: The personal property described in the attached
hibit A which is being leased with option to purchase by LeSsee pursuant
this Lease.
.Equipment Cost: With respect to the Equipment~ the contract price
be paid to a Contractor therefor upon delivery in accordance with the
rchase order or contract therefor, and any additional amount due a
ntractor by reason of any change orders thereto approved by Lessee.
Fiscal Year: The twelve month fiscal periocL.
mmences on~ in every
llowing~
Independent Counsel: An attorney duly admitted to the practice of
w before the highest court of the State who is not a full-time employee
Lessor or Lessee.
Interest: The portion of any Rental Payment designated as and
mpri~g~nt~r~st as shown in the attached Exhibit B.
Net Proceeds: Any insurance proceeds or condemnation award~ paid
~h respect to the Equipment~ remaining after payment therefrom of all
.enses incurred in the collection hereof; and~ if and at such time as
see elects to provide self-insurance under Sections 6.1~ 6.2~ and 6.3,
t moneys held in any self-lnsurance fund of Lessee which may lawfully be
)ended for the purpose for which such self-insurance is provided.
Non-Appropriation: Th~ failure
~ to appropriate money
: any Fiscal Year of Lessee sufficient for the continued performance of
is Lease by Lessee, as evidenced by the passage of an ordinance or
~olution specifically prohibiting Lessee from performing its obligations
ier this Lease, and from using any moneys to pay the Rental Payments due
[er this Lease for a designated Fiscal Year and all subsequent Fiscal
trs,
Payment Date: The date upon which any Rental Payment is due and
51e as provided in Exhibit B.
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Permitted Encumbrances: As of any particular time: (i) liens for
Lxes and assessments not then delinquent, or which Lessee may~ pursuant to
~ovision of Section 7.3 hereof, permit to remain unpaid (ii) this Lease
~d amendments hereto, (iii) Lessor's interest in the Equipment, and (iv)
~y mechanic's, laborer's, materialmen's, supplier's or vendor's lien or
.ght not filed or perfected in the manner prescribed by law, other than
~y lien arising through a Contractor or which Lessee.may, pursuant to
'title VIII hereof, permit to remain unpaid.
Principal: The portion of any Rental Payment designated as
~incipal in the attached Exhibit B.
Rental Payments: With respect to the Equipment, as of the Payment
ii}res specified in the attached Exhibit B, the amount so designated and set
irth opposite such date and the payment due from Lessee to Lessor on each
iiyment Date during the Term of this Lease, as shown on Exhibit B.
P,urchase Option Price: With respect to the Equipment~ as of the
iyment Dates specified in the attached Exhibit C, the amount so designated
lid set fo=th opposite such date and the payment due from Lessee to Lessor
each Payment Date during the Term of this Lease, as shown on Exhibit C.
Specifications: The bid specifications and/or purchase order
!lrsuant to which Lessee has ordered the Equipment from a'Contractor.
State: The State of California
State and Federal'Law or Laws: The Constitution and any law of
i~ State and any rule or regulation of any agency or political subdivision
the State; and any law of the United States, and any rule or regulation
any federal agency.
it Term of this Lease or Lease Term: The period during which this
ase is in effect as specified in Section 4.1.
Section 1.2. Exhibits.
The following Exhibits are attached to and by reference made a
i~t of this Lease:
Exhibit A: A description of the Equipment being leased by Les'see
rsuant to this Lease, including the serial number thereof which shall be
~erted when available.
Exhibit B: A schedule indicating the date and amount of each
ltal Payment coming due during the Lease Term and the amount of each
~tal Payment comprising Principal and Interest showing as of each Payment
Exhibit C: A schedule showing as of each Payment Date the price
which Lessee may exercise its option to purchase Lessor's interest in
~ Equipment in accordance with Article X. (See Exhibit B)
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Exhibit D: A Certificate of Acceptance of Lessee
~e Equipment ~as-~een delivered and installed in indicating that
accordance with the
~ecifications, and has been accepted by Lessee, the date on which Rental
~yments shown in Exhibit B shall commence, that Lessee has sufficient
heys available to pay all Rental Payments coming due during its then
rrent Fiscal 'Year, that'Lessee..has,obtained~the, insu~ance.o~ provided the
If-insurance on or with respect to the Equipment required by this Lease,
d certifying the absence of litigation.
Exhibit E: An opinion of counsel to Lessee as to the powers of
ssee~ the validity, execution and delivery of this Lease and various
lated documents; the absence of litigation; and related matters.
.Exhibit G: A Certificate of Incumbency of Lessee relating to the
fices or positions, signatures and qualifications of the persons
ecuting on behalf of Lessee this Lease and other documents relating
ereto.
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ARTICLE II
REPRESENTATION, COVENANTS AND WARRANTIES
Section 2.1. Representations~ Covenants and Warranties of
;see. Lessee represents, covenants and warrants as follows:
(a) Lessee is a political subdivision of the State, duly
organized and existing under the constitution and laws of the
State.
(b) Lessee is authorized under the Constitution and laws of
the State to enter into this Lease and the transactions
contemplated hereby, and to perform all of its obligations
hereunder.
(c) The officers of Lessee executing this Lease have been
duly authorized to execute and deliver this Lease under the terms
and provisions of a resolution of Lessee'
s governing body, or by
other appropriate official action.
(d) In authorizing and executing this Lease, Lessee has
complied with all public bidding and other State and Federal laws
appplicable to this Lease and the acquisition of. the Equipment by
Lessee.
(e) Lessee will not pledge, mortgage or assign this Lease,
or its duties and obligations hereunder to any other person~ firm
or corporation except as provided under the terms of this Lease.
(f) The Equipment will be used during the Term of the Lease
only to carry out the governmental or proprietary purposes of
Lessee which are:communications administration..
(g) Upon delivery and installation of the Equipment, Lessee
will provide to Lessor a completed and executed copy of the
Certificate of Acceptance attached hereto as Exhibit D.
(h) Upon the execution of this Lease, Lessee will provide to
Lessor an opinion of its legal counsel in the form attached hereto
as Exhibit E.
(i) Upon execution of this lease and Exhibit D hereto,
Lessee will furnish to Lessor a Certificate of Incumbency in the
form attached hereto as Exhibit G.
Section 2.2. Representations~ Covenants and Warranties of
Lessor representsm covenants and warrants as follows'
(a) Lessor is a corporation duly organized, existing and in
good standing under and by virtue of the laws of the State of
Minnesota and is duly qualified and in good standing as a foreign
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corporation authorized to transaction business in the State; has
power to enter into this Lease; is possessed of full power to own
and hold real and personal property, and to lease the same} and
has duly authorized the execution and delivery of this Lease.
(b) Neither the execution and delivery of this Lease, nor
the fulfillment of or compliance with the terms and conditions
thereof, nor the consummation of the transactions contemplated
thereby, conflicts with~nr results-in a breach' of the terms,
conditions or provisions of any restriction or any agreement or
instrument to which Lessor is now a party or by which Lessor is
bound, constitutes a default under any of the foregoing, or
results in the creation or imposition of any lien, charge or
encumbrance whatsoever upon any of the property or assets of
%essor, or upon the Equipment except Permitted Encumbrances.
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ARTICLE III
LEASE OF EQUIPMENT
Section 3.1. Lease. Lessor hereby leases the Equipment to
ssee~ and Lessee hereby leases the Equipment from Lessor, upon the terms
conditions set forth in this,Lease..
Section 3.2~ Possession',and Enjoyment~ -Lessor-hereby covenants
provide Lessee during the Term of this Lease with the quiet use and
joyment of the Equipment, and Lessee shall during the term Of the Lease
'~aceably and quietly have and hold and enjoy the Equipment, without suit,
ouble or hindrance from Lessor, except as expressly set forth in this
i~ase. Lessor will, at the request of Lessee and at Lessee's cost, join in
legal action in which Lessee asserts its right to such possession and
iijoyment 'to the extent Lessor lawfully may do so.
Section 3.3. Lessor Access to Equipment. The Lessee agrees that
~ssor shall have the right at all reasonable times to examine and inspect
Equipment. Lessee further agrees that Lessor shall have such rights of
~!cess to the Equipment as may be reasonably necessary to cause the proper
illintenance~ of the Equipment in the event of failure by Lessee to perform
obligations hereunder.
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TERM OF LEASE ~
Section 4.1. Lease Term. This Lease shall be in effect for a
rm commencing upon its date of ~xecution and ending on the date the last
ntal~Payment is~due,and payable~ as. shown in Exhibit B, unless terminated
Lessee at the end of any Fiscal Year of Lessee occurring prior thereto
accordance-with Section~4.2,~or unless,.otherwise terminated as,provided
Section 4.6.
Section 4.2. Termination by Lessee. In the sole event of Non-
propriation, Lessee shall have the right to terminate this Lease, in
ole but not in part, at the end of any Fiscal Year of Lessee, in the
nner and subject to the terms specified in this Section and Sections 4.4
d 4.5. Lessee may effect such termination by giving Lessor a written
rice of termination and by paying to Lessor any Rental Payments which are
e and have not been paid at or before the end of its then current Fiscal
ar. Lessee shall endeavor to give notice of termination not less than
xty (60) days prior to the end of such Fiscal Year, and shall notify
ssor any anticipated termination. In the event of termination of this
ese as provided in this Section, Lessee shall deliver possession of the
uipment to Lessor in accordance with Section 12.3, and shall convey to
seor or release its interest in the Equipment within ten (10) days after
~9 termination of the Lease.
Section 4.3. Intent to Continue Lease Term; Appropriations.
ssee presently intends to continue this Lease for its entire Term and to
y all Rental Payments specified in Exhibit B. Lessee will include in its
dget request for each Fiscal Year the Rental Payments to become due in
ch Fiscal Year, and will use all reasonable and lawful means at its
sposal to secure the appropriation of money for such Fiscal Year
fficient to pay the Rental Payments coming due therein. Lessee
asonably believes that moneys in an amount sufficien[ to make all such
ntal Payments can and will lawfully be appropriated and made available
this purpose.
Section 4.4. Effect of Termination. Upon termination of this
see as provided in Section 4.2, Lessee shall not be responsible for the
~ment of any additional Rental Payments coming due with respect to
:ceeding Fiscal Years, but if Lessee has not delivered possession of the
aipment to Lessor in accordance with Section 12.3 and conveyed to Lessor
released its interest in the Equipment within ten (10) days after the
~mination of the Lease, the termination shall nevertheless be effective,
~ Lessee shall be responsible for the payment of damages in an amount
~al to the amount of the Rental Payments thereafter coming due under
~ibit B which are attributable to the number of days after such ten (10)
~ period during which Lessee fails to take such actions and for any other
~s suffered by Lessor as a result of Lessee's failure to take such
~ions as required.
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Section 4.5. Nonsubstitution. If Lessee terminates its
ligation to make Rental Payments with respect to the Equipment pursuant
Section 4.2 Lessee hereby agrees that for the next succeeding Fiscal
~ar after such termination, it will use any and all money apppropriated,
~ovided or otherwise legally available to it for the purpose of obtaining
tuipment to perform the same function as the Equipment, to reinstate this
~ase with ~respect to such Equ£pment to 'the~extent~permitted by the'amount
moneys that are so appropriated, provided, or otherwise made legally
railable, provided~the Equipment. has.not been sold or otherwise-disposed
by Lessor and the Lessor agrees in writing to the reinstatement of the
ase; and provided, f~rther, that these restrictions shall not be
,plicable in the event the Equipment shall be sold by Lessor and the
~ount received from such disposition, less all costs of sale, is
~fficient to pay the then applicable Purchase Option Price for the
iuipment as set forth in Exhibit C; or if :he application of these
:strictiOns would affect the validity of this Lease.
Section 4.6. Termination of Lease Term. The Term of thi's Lease
i1 terminate upon the occurence of the first of the following events:
(a) the termination thereof by Lessee in accordance with
Section 4.2;
, - (b) the exercise by Lessee of its option to purchase ·
Lessor's interest in the Equipment pursuant to Article X;
(c) a default by Lessee and Lessor's election to terminate
this Lease pursuant to Article XII; or
(d) the payment of Lessee of all Rental Payments authorized
or required to be paid by Lessee hereunder.
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ARTICLE V
RENTAL PAYMENTS
Section 5.1. Rental Payments. Lessee agrees to pay Rental
yments during the Term of the Lease, in the amounts and on the dates..,
ecified, in Exhibit. B All,Rental Payments.shall be paid~ to Lessor,a~,its
fices at the address specified in the first paragraph of this Lease~ or
such .other person or entity and at such other places as. Lessor. may ~from
me to time designate by written notice to Lessee. Lessee shall pay the
ntal Payments exclusively from moneys legally available therefor~ in
wful money of the United States of America~ to Lessor or, in the event of
signment of the right to receive Rental Payments by Lessor, to its
signee.
Section 5.2. Current Expense. The obligations of Lessee under
is Lease~ including its obligation to pay the Rental Payments due with
spect t~ the Equipment, in any Fiscal Year for which this Lease is in
fect~ shall constitute a current.expense of Lessee for such Fiscal Year
d shall not constitute an indebtedness of Lessee within the meaning of
ie Constitution and laws of the State. Nothing herein shall constitute a
edge by Lessee of any taxes or other moneys, other than money,
propriated from time to time by or for the benefi
nual budget of the ~
' ~ and
proceeds or Net Proceeds of the Equipment, to the payment of any Rental
ent or other amount coming due hereunder.
i Section 5.3. Interest Component. A portion of each Rental
iyment is paid as and ~epresents the payment of Interest. Exhibit B sets
irth the Interest component of each Rental Payment.
Section 5.4. Rental Payments to be Unconditional. Except as
)vided in Section 4.2~ the obligation of Lessee to make Rental Payments
any other payments required hereunder shall be absol'ute and
:onditional in all events. Notwithstanding any dispute between Lessee
! Lessor or any other person, Lessee shall make all Rental Payments and
ler payments required hereunder when due and shall not withhold any
ntal Payment or other payment pending final resolution of such dispute
r shall Lessee assert any right of set-off or counterclaim against its
ligation to make such Rental Payments or other payments required under
is Lease. Lessee's obligation to make Rental Payments or other payments
ring the Lease Term shall not be abated through accident or unforeseen
rcumstances. However, nothing herein shall be construed to release
ssor from the performance of its obligations hereunder; and if Lessor
~uld fail to perform any such obligation, Lessee may institute such legal
tion against Lessor as Lessee may deem necessary to compel the
~formance of such obligation or to recover damages therefor.
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ARTICLE VI ~
~ INSURANCE AND INDEMNIFICATION
Section 6.1. Liability Insurance. Unless self-insurance is
:ovided by Lessee, as evidenced by a written certificate specifying the
~rms and amounts thereof delivered to Lessor~ upon receipt of possession
the Equipment~ Lessee shall take such measures as may be necessary to
~sure that any liability for injuries to or death of any person or damage
or loss of property arising out of or in any way relating to the
ndition or the operation of the Equipment or any part thereof, is covered
~ a blanket or other general liability insurance policy maintained by
i!~ssee. The Net Proceeds of all such insurance or self-insurance shall be
!~plied toward extinguishment or satisfaction of the liability with respect
~ which any Net Proceeds may be paid.
ii! Section 6.2. Property Insurance. Upon receipt of possession of
~e Equipment, Lessee shall have and assume the risk of loss with respect
!!~ereto. 'Unless self-insurance is provided by Lessee, as evidenced by a
i~itten certificate specifying the terms and amounts thereof delivered to
?ssor, Lessee shall procure and maintain continuously in effect during the
i!rm of the Lease, all-risk insurance, (including flood and earthquake
~?verage), subject only to the standard exclusions contained in the
!ilicy~ in such amount as will be at least sufficient so that a claim may
~i made for the full replacement cost of any part thereof damaged or
~stroyed and to pay the applicable Purchase Option Price of the
iuipment. Such insurance may be provided by a rider to an existing policy
i under a separate policy. Such insurance may be written with customary
ilductible amounts. The Net Proceeds of insurance or self-insurance
by this Section shall be applied to the prompt repair, restoration
il replacement of the Equipment, or to the purchase of the Equipment, as
iiovided in Section 6.6. Any Net Proceeds not needed for those purposes
iiall be paid to Lessee.
Section 6.3. Worker's Compensation Insurance. If required by
ate law~ and unless self-insurance is provided by Lessee~ as evidenced by
written certificate specifying the terms and amounts thereof delivered to
;!~sor~ Lessee shall carry Worker's Compensation Insurance covering all
ployees on, in~ near or about the Equipment, and upon request, shall
~nish to Lessor certificates evidencing such coverage throughout the Term
the Lease.
Section 6.4. Requirements For All Insurance. All insurance
icies (or riders) required by this Article shall be taken out and
ntained with responsible insurance companies organized under the laws of
of the states of the United States and qualified to do business in the
~te; and shall contain a provision that the insurer shall not cancel or
,ise coverage thereunder without giving written notice to the insured
· ties at least ten (i0) days before the cancellation or revision becomes
!ective. All insurance policies or riders required by Sections 6.1 and
shall name Lessee and Lessor as insured parties, and any insurance
icy or rider required by Section 6.3 shall name Lessee as insured
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ry. Lessee shall depo~sit with Lessor policies (and riders) evidencing
~ such iusurance procured by it~ or a certificate or certificates of the
spective insurers stating that such insurance is in full force and
'fect. Before the expiration of any such policy (or rider), Lessee shall
rnish to Lessor evidence that the policy has been renewed or replaced by
other policy conforming to the provisions of this Article, unless such
surance is uo longer obtainable in which event Lessee shall notify Lessor
this fact.
Sectiom &.5. Lessee's Negligence. Lessee assumes all risks and
abilities~! whether or not covered by insurance~ for loss or damage to the
uipment and for injury to or death of any person or damage to any
operty, whether such injury or death be with respect to agents or
ployees of Lessee or of third parties~ and whether such property damage
to Lessee's property or the property of others~ which is proximately
used by ~the negligent conduct of Lessee~ its officers~ employees and
ents. Lessee hereby assumes responsibility for and agrees to reimburse
ssor for. all liabilities, obligations, losses! damages, penalities,
aims , actions, costs and expenses (including reasonable attorney's fees)
whatsoever kind and nature, imposed on, incurred by or asserted against
ssor that in any way relate to or arise out of a claim, suit or
oceeding based in whole or in part upon the negligent conduct of Lessee~
officers~ employees and agents~ to the maximum extent permitted by law.
Sec~iom 6.6. Damage to or Destruction of Equipment. If after
very of the Equipment to Lessee all or any part of the Equipment is
.~ stolen, destroyed or damaged beyond repair~ Lessee shall replace the
he at Lessee's sole cost and expense within thirty (30) days after such
~nt and such replacement shall be substituted in this Lease by
~ropriate endorsement. If Lessee fails or refuses to replace the
~ipment within the required period, Lessor may, at its option, declare
applicable Purchase Option Price of the Equipment set forth in Exhibit
mmediately due and payable~ and Lessee shall be obligated to pay the
~e. The Net Proceeds of all insurance payable with respect to the
~ipment shall be available to Lessee and shall be used to discharge
~see's obligation under this Section. On such payment, this Lease shall
'minate and Lessee thereupon shall become entitled to the Equipment AS
WITHOUT WARRANTIES~ EXPRESS OR IMPLIED~ INCLUDING WARRANTIES OF
.CHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE
CONTEMPLATED BY LESSEE~ except that the Equipment shall not be subject
any lien or encumbrance created by or arising through Lessor.
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OTHER OBLIGATIONS OF LESSEE
Section 7.1. Use~ Permits. Lessee shall exercise due care in the
Lstallation, use, operation and maintenance of the Equipment, and shall
.,t install, use or operate the Equipment improperly, carelessly, in
~i01~ti~n 6f ~hy~kate a~d-Feae~al LaW'or or a purpose or in a manner
,ntrary to that contemplated by this Lease. Lessee shall obtain all
:rmits and licenses necessary for the installation, operation, possession
.d use of the Equipment. 'Lessee shall Comply with all State and Federal
ii~ws applicable to the installation, use, possession and operation of the
i~uipment, and if compliance with any such State and Federal Law requires
~anges or additions to be made to the Equipment, such changes or additions
%all be made by Lessee at its expense.
Sect%om 7.2. Maintenance of Equipment by Lessee. Lessee shall,
its own expense, maintain, preserve and keep the Equipment in good
Ipair, wo'rking order and condition, and shall from time to time make all
!pairs and replacements necessary to keep the Equipment in such
~'nd~t~on. Lessor shall have no responsibility for any of these repairs or
iplacements.
i
Section 7.3. Taxes, Other Governmental Char~es and Utilit~
i~ Except as expressly limited by this Section, Lessee shall pay all
ii!xes and other charges of any kind ~hich are at any time lawfully assessed
i levied against or with respect to the Equipment or any part thereof, or
i!ich become due during the Term of this Lease, with respect thereto or the
iintal Payments, whether assessed against Lessee or Lessor. Lessee shall
!~so pay when due all gas, water, steam, electricity, heat, power,
iilephone, and other charges incurred in the operation, maintenance, use,
i~upancy and upkeep of the Equipment, and all special assessments and
~rges lawfully made by any governmental body for public improvements that
!~ be secured by a lien on the Equipment; provided that with respect to
~cial assessments or other governmental charges that may lawfully be paid
installments over a period of years, Lessee shall be obligated to pay
ly such installments as are required to be paid during the Term of this
ase as and when the same become due. Lessee shall not be required to pay
! federal, state or local income, inheritance, estate, succession~
~nsfer, gift, franchise, gross receipts, profit, excess profit, capital
~ck, corporate, or other similar tax payable by Lessor, its successors or
~igns, unless such tax is made in lieu of or as a substitute for any tax,
~essment or charge which is the obligation of Lessee under this Section.
Lessee may, at its own expense and in its own name, in good faith
Ltest any such taxes, assessments, utility and other charges and, in the
~nt of any such contest, may permit the taxes, assessments or other
i~rges so contested to remain unpaid during the period of such contest and
i~ appeal therefrom unless Lessor shall notify Lessee ~hat, in the opinion
!~Independent Counsel, by nonpayment of any such items the interest of
sot zn the Equipment Will be materially endangered or the Equipment or
part thereof will be subject to loss or forfeiture, in which event
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~ee shall promptly pay such taxes, assessments or charges or provide
~sor with full security against any loss which may result from nou-
Lyment, in form satisfactory to Lessor.
Section 7.4. Advances. If Lessee shall fail to perform any of
:s obligations under this Article, Lessor may, but shall not be obligated
,~ take such action as may be necessary to cure such failure~ including
~e advancement of money~ and Lessee shall be obligated to repay all such
.vances on demand~ with interest at the rate of 18% per annum or the
ximum rate permitted by law, whichever is less, from the date of the
vance to the date of repayment. '
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ARTICLE VIII
TITLE
Section 8.1. Title. During the Term of this Lease, and so long
Lessee is not in default as provided in Article XII~ legal title to the
uipment and any and all repairs, replacements~ substitutions and
difications to it shall be in Lessee. Upon termination of this Lease for
y of the reasons specified in Section 4.6, Clauses (a) and (c), full and
encumbered legal title to the Equipment shall pass to Lessor, and Lessee
all have no further interest therein. In such event Lessee shall execute.
d deliver to Lessor such documents as Lessor may request to evidence the
ssage of legal title to the Equipment to Lessor and the Termination of
iissee's interest therein~ and upon request by Lessor shall deliver
issession of the Equipment to Lessor in accordance with Section 12.3.
lion termfnation of this Lease for any of the reasons specified in Section
ii6, Clauses (b) and (d) Lessor's security or other interest in the
i!uipment .shall
terminate, and Lessor shall execute and deliver to Lessee
~Ich documents as Lessee may request to evidence the termination of
!Ssor's security or other interest in the Equipment.
ii Section 8.2. Security Interest. Lessor shall have and retain a
~icurity interest under the Uniform Commercial Code in the Equipment, the
!~ceeds thereof and all repairs, replacements, substitutions and
~ifications thereto or thereof made pursuant to Section 8.5~ in order to
~!~ure Lessee's payment of all Rental Payments due during the Term of the
i~se and the performance of all other obligations herein to be performed
i!Lessee. Lessee will join with Lessor in executing such financing
!~tements or other documents and will perform such acts as Lessor may
~uest to establish and maintain a valid security interest in the
~ipment. If requested by Lessor, Lessee shall conspicuously mark the
i~ipment with appropriate lettering, labels or tags, and maintain such
kings during the Term of the Lease, so as clearly to disclose Lessor's
iturity interest in the Equipment.
~ Section S.~. Liens. During the Term of this Lease, Lessee shall
~, directly or indirectly, create, incur, assume or suffer to exist any
!i~tgage, pledge, lien, charge, encumbrance or claim on or with respect to
~ Equipment, other than the respective rights to Lessor and Lessee as
i~ein provided and Permitted Encumbrances. Except as expressly provided
~Section 7.3, and this Article, Lessee shall promptly, at its own
i~ense, take such action as may be necessary duly to discharge or remove
~ such mortgage, pledge, lien, charge, encumbrance or claim if the same
~11 arise at any time. Lessee shall reimburse Lessor for any expense
urred by Lessor in order to discharge.or remove any such
~dge~ lien~ charge, encumbrance or claim.~ mortgage~
!
~ Section 8.4. Installation of Lessee's Equipment. Lessee may at
~ time and from time to time, in its sole discretion and at its own
lense, install other items of equipment in or upon the Equipment, which
lms shall be identified by tags or other symbols affixed thereto as
iperty of Lessee. All such items so identified shall remain the sole
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~erty of Lessee, in which Lessor shall have no interest, and may be
ified or removed by Lessee at any time provided that Lessee shall repair
Ld restore any and all damage to the Equipment resulting from the
Lstallation, modification or removal of any such items. Nothing in this
~ase shall prevent Lessee from purchasing items to be installed pursuant
, this Section under a conditional sale or lease with option to purchase
~ntract, or subject~.to a vendor,s lien or security agreement, as security
,r the unpaid portion of the purchase price therof, provided that no such
en or.security interst shall, attach to any part of the Equipment. .....
Section 8.5. Modification of Equipment. Lessee shall, at its own
pense, have the right to make repairs to the Equipment, and to make
pairs, replacements, substitutions and modifications to all or any of the
rts thereof. Ail such work and any part or component used or installed
make a repair or as a replacement, substitution or modification, shall
ereafte~ comprise part of the Equipment and be subject to the provisions
this Lease. Such works shall not in any way damage the Equipment or
use it t.o be used for purposes other than those authorized under the
ovisions of State and Federal La~ or those contemplated by this Lease~
d the Equipment, upon completion of any such work shall be of a value
~ilich is not less than the value of the Equipment immediately prior to the
~mencement of such work. Any property for which a replacement or
stitution is made pursuant to this gection may be disposed of b
i!~such manner and on such t~r~, ~- -- J ~ . -. . _ y L~ssee
'~t -er-~ ...... ~ . , .... j -~ ~re ~e~ermlnea oy LesSee. Lessee will
~- ~ -~ ~,y m~unan~c s or other l~en to be established or remain against
Equipment for labor or materials furnished in connection with any
.ir~ replacement, substitution or modification made by Lessee pursuant
this Section; provided that if any such lien is established and Lessee
~11 first notify Lessor of Lessee's intention to do so, Lessee may in
:d faith contest any lien filed or established against the Equipment, and
such event may permit the items so contested to remain undischarged and
~atisfied during the period of such contest and any appeal therefrom
[ess Lessor shall notify Lessee that, in the opinion of Independent
~nsel, by nonpayment of any such item the interest of' Lessor in the
~ipment will be materially endangered or the Equipment or any part
~reof will be subject to loss or forfeiture, in which event Lessee shall
~mptly pay and cause to be satisfied and discharged all such unpaid items
provide Lessor with full security against any such loss or forfeiture,
form satisfactory to Lessor. Lessor will cooperate fully with Lessee in
such contest, upon the request and at the expense of Lessee.
Section 8.6. Personal Property. The Equipment is and shall at
times be and remain personal property notwithstanding that the
ipment or any part thereof may be or hereafter become in any manner
ixed or attached to or embedded in or permanently rested upon real
perry or any building thereon or attached in any manner to what is
manent by means of cement, plaster, nails, bolts, screws or otherwise.
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~ ARTICLE IX %
EQUIPMENT WARRANTIES ~ ~
Section 9.1. Selection of Equipment The Equipment and the
~ntractor have been selected by Lessee, and Lessor shall have no
~sponsibility. in..~connection w.i.th.~ the .select.ion of the Equipment~ it.s
Litability for the use intended by Lessee, the acceptance by the
~utractor or its sales~ representa, tive of the order submit.ted~ or any delay
ii failure by the Contractor or its sales representative to manufacture~
i~liver, or install the Equipment for use by Lessee. Lessee authorizes
~ssor to add the serial number of the Equipment to Exhibit A when
i!iailab lc.
~ Section 9.2. Installation and Maintenance of Equipment. Lessor
%all have no oblization to instal , erect, test, inspect, service or
~lntain the Equipment under any circumstances, but such actions shall be
~e obligation of Lessee or the Contractor.
i Section 9.3. Contractor's Warranties Lessor hereby assigns to
]ssee for and during the Term of this Lease, all of its interest in all
intractor's warranties and guarantees, express or implied~ issued on or
,iplicable to the Equipment, and Lessor hereby authorizes Lessee to obtain
lie customary services furnished in connection with such warranties and
iarantees at Lessee!s expense. .
~ Section 9.4. Patent Infringement. Lessor hereby assigns to
iissee for and during the Term of this Lease all of its interest in patent
~demnlty protection provided by any Contractor with respect to the
!luipment. Such assignment of patent indemnity protection by Lessor to
!Issee shall constitute the entire liability of Lessor for any patent
~fringement by Equipment furnished pursuant to this Lease.
Section 9.5. Disclaimer of Warranties. THE EQUIPMENT IS
~IVERED AS IS~ AND LESSOR MAKES NO WARRANTY OR REPRESENTATION~ EITHER
,RESS OR IMPLIED, AS TO THE VALUE~ DESIGN, CONDITION, MERCHANTABILITY OR
7NESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY
;SEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH
~PECT TO THE EQUIPMENT.
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ARTICLE X ~ ~,~? ~
OPTION TO PURCHASE '
SeCtion 10.1. When Available. Lessee shall have the option to
rchase Lessor's interest in the Equipment ou any Payment Date for the
en applicable ~Burchase~_Op~ion~.Price set~ forth in Exhihlt ,C~ ~but only if
ssee is not in default under this Lease~ and only in the manner provided
this.Article .................... ~ .... ~ .... ~ .... : ...... ~
Section IO.2. Exercise of Option 'Lessee shall give notice to
ssor of its intention to exercise its option not less than thirty (30)
ys prior to the Payment Date on which the Option is to be exercised and
all deposit with Lessor on the date of exercise an amount equal to all
ntal Payments and any other amounts then due or past due and the
plicable Purchase Option Price set forth in Exhibit B. The closing shall
on the Payment Date on which the option is to be exercised at the office
Lessor.,
Section 10.3. Release of Lessor's Interest. Upon exercise of the
rchase Option by Lessee~ Lessor shall convey or release to Lessee~ all of
s right~ title and/or interest in and to the Equipment by delivering to
ssee such documents as Lessee deems necessary for this purpose.
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ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Sectinn Il.1. Assignment by Lessor. Lessor ahall not assign its
ligations under this Lease, and no purported assignment thereof shall be
fective. Ail o~ Le~spr~'~p.~gh~s~..~itle a~d/0r.~nterest~in a~d t9.thi~~
ase, the R~ntal Payment and other amounts due hereunder and the Equipment
y be assigned and reassigned in whole or in part to one or more assignees
subas~ignees by Lessor at any time, without the consent of Lessee· No
ich assignment shall be effective as against Lessee unless and until the
~signor shall have filed with Lessee a copy or written notice thereof
il. entifying the assignee. Lessee shall pay all Rental Payments due
?reunder to or at the direction of Lessor or the assignee named in the
list recent assignment or notice of assignment filed with Lessee
During the Lease Term Lessee shall keep a complete and accurate
iicord of all such assignments in form necessary to comply with Section
13(j) of 'the Internal Revenue Code of 1954, as amended, and the Treasury
iigulations, existing or proposed, from time to time promulgated
i{ereunder.
Section 11.2· Assignment and Subleasing by Lessee. Neither this
lase nor Lessee's inter'~st in the Equipment may be assigned by Lessee
!ithout the wrztten consent of Lessor. However, the Equipment may be
!~leased by Lessee, in whole or i~ part, without the consent of Lessor,
~ject, however, to each of the following conditions:
(i) This Lease and the obligation of Lessee to make
Rental Payments hereunder, shall remain obligations of
Lessee·
(ii) The sublessee shall assume the obligations of
Lessee hereunder to the extent of the interest subleased.
(iii) Lessee shall, within thirty (30) days after the
delivery thereof~ furnish or cause to be furnished to Lessor
a true and complete copy of such sublease·
(iv) No sublease by Lessee shall cause the Equipment to
be used for a purpose other than a governmental or
proprietary function authorized under the provisions of the
Constitution and laws of the State.
(v) No sublease shall cause the Interest component of
the Rental Payments due with respect to the Equipment to
become subject to federal income taxes·
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Sectiom 11.3. Restriction on Mortgage or Sale of Equipment
~ee. Except as provided in Section 11.2~ Lessee will mot mortgage~
11~ assigu~ transfer or convey the Equipment or any portion thereof
ring the Term of this Lease~ or remove the same from its boundaries~
thout the written consent ef Lesser.
ARTICLE XII ~ ? ~
EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default Defined. The following shall be
vents of default" under this Lease and the terms "events of default" and
efault" shall mean~ whenever they are used in this Lease~ with respect to
e Equipment, any one or more of the following events:
(i) Failure by Lessee to pay any Rental Payment or
other payment required to be paid under this Lease at the
time specified herein and the continuation of said failure
for a period of seven (7) days after telephonic or
telegraphic notice given by Lessor that the payment referred
to in such notice has uot been received, such telephonic or
telegraphic notice to be subsequently confirmed in writing,
or after written notice.
(ii) Failure by Lessee to observe and perform any
covenant~ condition or agreement on its part to be observed
or performed, other than as referred to in Clause (i) of this
Section, for a period of thirty (30) days after written
notice specifying such failure and requesting that it be
remedied has been given to Lessee by Lessor~ unless Lessor
shall agree in writing to an extension of such time prior to
its expiration; provided, however, if the failure stated in
the notice cannot be corrected within the applicable period~
Lessor will not unreasonably withhold its consent to an
extension of such time if corrective action is instituted by
Lessee within the applicable period and diligently pursued
until the default is corrected.
(iii) The filing by Lessee of a voluntary petition in
bankruptcy, or failure by Lessee promptly to lift any
execution~ garnishment or attachment of such consequence as
would impair the ability of Lessee to carry on its
governmental or proprietary function or adjudication of
Lessee as a bankrupt~ or assignment by Lessee for the benefit
of creditors, or the entry by Lessee into an agreement of
composition with creditors~ or the approval by a court of
competent jurisdiction of a petition applicable to Lessee in
any proceedings instituted under the provision of the Federal
Bankruptcy Statute~ as amended, or under any similar acts
which may hereafter be enacted.
provisions of this Section 12.1 and Section 12.2 are subject to the
lowing limitation: if by reason of force majeure Lessee is unable in
le or in part to carry out its obligations under this Lease with respect
the Equipment, other than its obligation to pay Rental Payments with
~ect thereto which shall be paid when due notwithstandin~ the provisions
this paragraph~ Lessee shall not be deemed in default during the
tinuance of such inability. The term "force majeure" as used herein
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11 mean, without limitation, the following: acts of God; strikes,
kouts or other labor disturbances; acts of public enemies; orders or
~straints of any kind of the government of the United States of America or
~e State or their respective departments, agencies or officials, or any
.vil or military authority; insurrections; riots; landslides; earthquakes;
.res; storms; droughts; floods; explosions; breakage or accident to
.chinery, transmission pipes or canals; ~or.any other~cause or even~, not
:asonably within the control of Lessee and not resulting from its
gligence. Lessee agrees, however~ to remedy with all reasonable dispatch
e cause or causes preventing Lessee from carrying out its obligations
der this Lease; provided that~the settlement of strikes, lockouts and
her labor disturbances shall be entirely within the discretion of Lessee
d Lessee shall not be required to make settlement of strikes, lockouts
d uther labor disturbances by acceding to the demands of the opposing
rty or parties when such course is in the judgment of Lessee unfavorable
Lessee.
Sectiom 12.2. Remedies on Default. Whenever any event of default
lferred t'o in Section ~2.1 hereof shall have happened and be continuinz
~th respect to the Equzpment, Lessor shall have the right, at it~ optign
~d without any further demand or notice, to take one or any combination of
~e following remedial steps:
.... (i) Lessor, with or without terminating this Lease may
declare all Rental Payments due or to become due during the
Fiscal Year in effect when the default occurs to be
immediately due and payable by Lessee, where upon such Rental
Payments shall be immediately due and payable.
(ii) Lessor, with or without terminating this Lease,
may repossess the Equipment by giving Lessee written notice
to deliver the Equipment to Lessor, whereupon Lessee shall do
so in the manner provided in Section 11.3; or in the event
Lessee fails to do so within ten (10) days after receipt of
such notice, Lessor may enter upon Lessee's premises where
the Equipment is kept and take possession of the Equipment
and charge Lessee for costs incurred in repossessing the
Equipment, including reasonable attorneys' fees. Lessee
hereby expressly waives any damages occasioned by such
repossession. If the Equipment or any portion of it has been
destroyed or damaged beyond repair, Lessee shall pay the
applicable Purchase Option Price of the Equipment, as set
forth in Exhibit C (less credit for Net Proceeds), to
Lessor. Notwithstanding the fact that Lesser has taken
possession of the Equipment, Lessee shall continue to be
responsible for the Rental Payments due during the Fiscal
Year then in effect. If the Lease has not been terminated,
Lessor shall return the Equipment to Lessee at Lessee's
expense when the event of default is cured.
(iii) If Lessor terminates this Lease and takes
possession of the Equipment, Lessor shall within thirty (30)
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~ days therefter use its best efforts to sell the Equipment or
any portion thereof in a commercially reasonable manner at
i~~ public or private sale in accordance with applicable State
~ laws. Lessor shall apply the proceeds of such sale to pay
the following items in the following order: (a) all costs
incurred in securing possession of the Equipment; (b) all
expenses incurred in completing the sale; and (c) the balance
of any Rental Payments owed by Lessee during the Fiscal Year
then in effect; (d) the applicable Purchase Optio~ Price of
the equipment. Any sale proceeds remaining after the
requirement of Clauses (a), (b), (c) and (c) have been met
may be retained by Lessor.
(iv) If the proceeds of sale of the Equipment are not
sufficient to pay the balance of any Rental Payments owed by
Lessee during the Fiscal Year then in effect, Lessor may take
any other remedy available at law or in equity to require
Lessee to perform any of its obligations hereunder.
Sectiou 12.3. Return of Equipment. Upon the expiration or
~!irmination of this Lease prior to the payment of all Rental Payments in
!icordance with Exhibit B, Lessee shall return the Equipment to Lessor in
ie condition, repair, appearance and working order required in Section
'~, and in the following manner as may be specified by Lessor: (i) by
!livering the Equipment at Lessee's cost and expense to such place within
State as Lessor shall specify; or (ii) by loading such portions of the
~ipment as are considered movable at Lessee's cost and expense, on board
~h carrier as Lessor shall specify and shipping the same, freight
i~paid, to the place specified by Lessor. If Lessee refuses to return the
~lpment in the manner designated, Lessor may repossess the Equipment and
to Lessee the costs of such repossession or pursue any rememdy
!~cribed in Section 12.2.
Seetiou 12.4. No Remedy Exclusive. No remedy conferred upon or
!~erved to Lessor by this Article is intended to be exclusive and every
~h remedy shall be cumulative and shall be in addition to every other
~edy given under this Lease. No delay or omission to exercise any right
iipower accruing upon any default shall impair any such right or power or
~11 be construed to be a waiver thereof but any such right and power may
exercised from time to time and as often as may be deemed expedient by
~sor or its assignee.
Section 12.5. Agreement to Pay Attorneys' Fees and Expenses. In
event either party to this Lease should default under any of the
visions hereof and the nondefaulting party should employ attorneys
'or incur other expenses for the collection of moneys or for the
~rcement of performance or observance of any obligation or agreement on
part of the defaulting party herein contained, the defaulting party
i!ees that it will on demand therefor pay to the nondefaulting party the
!~sonable fee of such attorneys and/or such other reasonable expenses so
urred by the nondefaulting party.
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Section 12.6. Late Charge. Whenever any event of default
erred to in Section 12.1, Clause (i) hereof shall have happened amd be
~ntinuing with respect to the Equipment~ Lessor shall have the right~ at
option and without any further demand or notice~ to require a late
~yment charge for each thirty (30) day period or part thereof during which
~ch event of default occurs equal to four percent (4%) of the deliniquent
~ount~ and Lessee shall be obligated to pay the same immediately upon ......
~¢eipt of Les$or's written invoice therefor; provided, however, that this
~¢tion 12.6 shall not be applicable if~ or to the extent that the
~plication thereof would affect the validity of this Lease.
ARTICLE XIII
ADMINISTRATIVE PROVISIONS
Section 13.1. Notices. All notices, certificates, legal opinions
other communications hereunder shall be sufficieotly given and shall be
~e~ed given when delivered or deposited in the United States mail in
~glstered form with postage fully prepaid to the addresses specified on
~e first page hereof; provided that Lessor and Lessee, by notice given
~reunder, may designate different addresses to which subsequent notices,
~rtificates, legal opinions or other Communications will be sent.
Section 13.2. Financial Information. During the Term of the
i~ase, Lessee annually will provide Lessor with current financial
atements, budgets, proof of appropriation for the ensuing Fiscal year and
ch other financial information relating to the ability of Lessee to
ntinue this Lease as may be requested by Lessor or its assignee.
~ection 13.3. Bindin~ Effect. This Lease shall inure to the
nefit of and shall be binding upon Lessor and Lessee and their respective
Iccessors and assigns.
Section 13.4. Severability. In the event any provision of this
~!ase shall be held invalid or unenforceable by any court.of competent
~irisdiction, such holding shall not invalidate or render unenforceable any
iiher provision hereof.
Section 13.5. Amendments~ Chan~es~ and Modifications. This Lease
be amended or any of its terms modified only by written document duly
thorized, executed and delivered by Lessor and Lessee.
Section 13.6. Captions. The captions or headings in this Lease
for convenience only and in no way define, limit or describe the scope
intent of any provision, Article, Section or Clause of this Lease.
Section 13.7. Further Assurances and Corrective Instruments.
Nsor and Lessee agree that they will, from time to time, execute,
:nowledge and deliver, or cause to be executed, acknowledged and
.ivered, such supplements hereto and such further instruments as may
~sonably be required for correcting any inadequate or incorrrect
~cription of the Equipment hereby leased or intended so to be, for
iicating the Commencement Date and for carrying out the expressed
ention of this Lease.
Section 13.8. Execution in Counterparts. This Lease may be
ultaneously executed in several counterparts, each of which shall be an
ginal and all of which shall constitute but one and the same instrument.
Section 13.9. Applicable Law. This Lease shall be governed by
construed in accordance with the laws of the State.
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IN WITNESS WMEREOF~ Lessor has caused this Lease to be executed in
corporate name by its duly authorized officers and sealed with its
rporate seal; and Lessee has caused this Lease to be executed in its name
its duly authorized officers, as of the date first above wr£tten.
GELCO MUNICIPAL SERVICES COMPANY
Lessor ...... .
By
Its Vice President
Chula Vista~ California
Lessee
Its~
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EXHIBIT A
EQUIPMENT
The Equipment which is the subject of the attached Lease w£th
~tion to Purchase Agreement is as follows:
lantit~ Description Serial Number
NEAX 2400 Phone System
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EXHIBIT B
SCHEDULE OF RENTAL PAYMENTS ~ ~,~,
Chula Vista~ Californi~ ~
Lease: August 12r 1985
Frequency of Payments: Five years~ quarterly
Rental Payment Schedule
Payment Total Principal Interest
Number Payment Component Component
i
2 $18,423.00 $12,295.50 $6,12F~50
3 ,, $12 546.64 $5,876.36
4 $12 802.90 $5,620.10
5 " $13 064.40 $5,358.60
8 ,, $13 881.38 $4,541.62
9 $14 164.91 $4,258.09
10 ,, $14 454.23 $3,968.77
11 ,, $14 749.46 $3,673.54
12 $15 050.71 $3,372.29
13 ,, $15 358.12 $3,064.98
14 $15 671.81 $2,751.19
15 ,, $15.991.91 $2,431.09
16 $16.318.55 $2,104.45
17 " $16 651.85 $1,771.15
20 $17 693.18 $ 729.~2
" $18 054.56 $ 368.44
EXHIBIT C
SCHEDULE OF PURCHASE OPTION PRICE
Payment Number- ,~
Purchase Option Price
1
2 $301.666.39
$288 081.52
3 $274 240.04
4 $260 147.30
5 $245 797.96
6 $231 192.00
7 $216 334.78
8 $201 220.96
9 $185 85O.52
10 $170 228.83
11 $154,350.52
12 $138,220.96
13 $121,834.78
14 $105,192.00
15 ~ $ 88,297.96
16 $' 71,147.30
17 $ 53,740.04
18 $ 36,081.52
19 $ 18,166.39
20 $ 1.00
EXHIBIT D
CERTIFICATE OF ACCEPTANCE
I, the undersigned, hereby certify that I am the duly qualified
Ld acting~
!.ula~Vi~a ~ California (Lessee); and, with respect to the Lease with
~tion to Purchase Agreement dated August 12~ 1985, (The Lease), .by and
~tween Lessee and Gelco Municipal Services, A Division of Gelco
~rporation, (Lessor); that:
1. The Equipment described in Exhibit A -1 of the Lease has been
livered and iustalled in accordance with Lessee's Specifications (as that
rm is defined in the Lease) and has been accepted by Lessee.
2. The Rental Payments provided for in Exhibit B-1 to the Lease
he Rental Payments) shall commence and be due and payable
and the same day of the month.~
arterly thereafter during the term of the Lease.
3. Lessee has appropriated and/or taken other lawful actions
cessary to provide moneys sufficient to pay all Rental Payments required
be paid under the Lease during the current Fiscal Year. of Lessee, and
ch moneys will be applied in payment of all Rental Payments due and
~.ble during such current Fiscal Year.
i~ 4. Lessee has obtained from a reputable insurance company
~alified to do business in the state of California (the State) insurance
i~th respect to, all risks required to be"covered thereby pursuant to
!iiiticle VI of the Lease.
5. Lessee is exempt from all personal property taxes, and is
from) (subject to)* sales and/or use taxes with respect to the
~ipment and the Rental Payments.
6. During the Lease Term (as defined in the Lease) the Equipment
1 be used by Lessee to perform essential governmental functions. Such
ions are:
communications administration
;trike inapplicable term.
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!
7. There is no litigation, action, suit or proceeding pending or
fore any court, administrative agency, arbitrator or governmental body,
at challenges the authority of Lessee or its officers or employees to
ter into the Lease; the proper authorization, approval and execution nf
e LeaSe and_~b~r_~9~_~_~_~e_m, pl~ed' thereby; the appropriation of
heys, or any other action taken by Lessee tg provid~ m~eys,~Ufficient
make Rental Payments coming due under the Lease in Lessee's current
scal Year; or the ability of Lessee Ot'h~rw~se to perform its obligations
der the Lease and the transactions contemplated thereby.
Dated: ~ 1985
Chula Vista~ California
as Lessee
By %,/
And ~/
Its/~
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--~SE SEND COPY ON ATTORNEY'S LETTERHEAD
EXHIBIT E
OPINION OF COUNSEL
ssee : Chula Vista~ California
6 Fourth Avenue
ula Vista~ CA 92010
ssor: Gelco Municipal Services Company
tee Gelco Drive
en Prairie~ Minnesota 55344
RE: Lease with Option to Purchase Agreement dated as of
August 12, 1985 by and between Gelco Municipal Services
Company (Lessor) and Chula Vista~ California (Lessee).
mtlemen:
I have acted as counsel to Lessee with respect to the Lease
th Option to Purchase Agreement described above (the Lease) and various
L'ted matters, and in this capacity have reviewed a duplicate original or
ified copy of the Lease. I also have examined various other documents,
~£uding a Uniform Commercial Code Financing Statement (UCC-l) executed by
~see as debtor and Lessor as secured party, evidencing Lessor's interest
the Equipment (as that term is defined in the Lease); and a Certificate
Acceptance.
Based upon the examination of these and such other documents
I deem relevant~ it is my opinion that: ·
1. Lessee is a corporation
political subdivision of the State, duly organized, existing and
rating under the constitution and laws of the State.
2. Lessee is authorized and has power under applicable law
enter into the Lease~ and to carry out its obligations thereunder and
transactions contemplated thereby, and to execute and deliver the
ancing Statement described above.
3. The Lease and other documents described above have been
¥ authorized, approved and executed by and on behalf of Lessee, and the
se is a valid and binding contract of Lessee enforceable in accordance
h its terms, except to the extent limited by State and Federal Laws
~cting remedies and by bankruptcy, reorganization or other laws of
mral application relating to or affecting the enforcement of creditors'
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4. The authorization, approval and execution of the Lease
id all other proceedings of Lessee relating to the transactions
~ntemplated thereby have been performed in accordance with all applicable
~en meeting, public bidding and other laws of the State of California
5. Lessee has moneys available to make all Rental Payments
:quired to be paid under the Lease during its current Fiscal Year, and
.ch mon~y~s'~h'~'been ~r6'perly budgeted and appropriated for this Purpose
acco~da_nc~e wi.~.h~.applicable law.
6. The execution of the Lease and the appropriation of
heys to pay the Rental Payments coming due thereunder do not result in
~ie violation of any constitutional, ,tatutory or other limitation relating
the manner, form or amount of indebtedness which may be incurred by
see
7. There is no litigation, action~ suit or proceeding
inding or before any court, administrative agency, arbitrator or
vernment'al body~ that challenges the authority of Lessee or its officers
its employees to enter into the Lease; the proper authorization~
p oval and execution of the Lease and other documents described above;
e appropriation of money to make Rental Payments under the Lease for the
rrent Fiscal Year of Lessee; or the ability of Lessee otherwise to
irform its obligations under the Lease and the transactions contemplated
~rebyo
Dated:
Very truly yours,
~LE PLEASE TYPE FULL NAME AND
BENEATH SIGNATURE
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IN WITNESS WHEREOF, Lessor has caused this Lease to be executed in
corporate name by its duly authorized officers and sealed with its
rporate seal; and Lessee has caused this Lease to be executed in its name
its duly authorized officers~ as of the date first above written.
GELCO MUNICIPAL SERVICES COMPANY
Lessor
By
Its Vice President
Chula Vista~ California
Lessee /f /9
Its~ ,~ ~ ~ Mayor '
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EXHIBIT G
ting~I, the undersigned~ hereby certify that I am the duly qualified and
City Clerk
of Chula Vista~ California (Lessee); and,
th respect to the Lease-Purchase Agreement dated as of August 12~ 1985 (the Lease), by
d between Lessee and Gelco Municipal Services, a division of Gelco Corporation (Lessor),
at I am well acquainted with the persons listed below and with their signatures; that
id persons hold the respective offices or positions set forth opposite their signatures
low; that the signatures below written are true and correct signatures of said persons;
that as of the date of execution of the Lease or other documents relating thereto by
i~ of said persons, such persons were duly qualified and acting as the officers or
ition holders indicated below and duly authorized to execute the same:
!~ Office or Position
Signature
Harron City Attorney
i!~n Christopher Director of Finance
Dated: ~'~'! August 15 ~ 19 85
.Chula~is ta ~ California Lessee
i ~ City Clerk " y
~bscribed and sworn to before me this day of ~ 19
(Notarial Seal) Notary Public
County,
State of California
My commission expires:
~l~is Certificate of Incumbency must be executed by an officer of Lessee
different from those persons whose signatures are
listed in the text thereof.
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