Item 32 - Approval of Resolution and Financing Documents
- AGENDA REPORT SUMMARY IJ~ 7-62 J-:-yS
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fO: Honorable Mayor and Members of the City Council
FROM: James L. Bowersox, City Man~
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INITIATED BY: John D. Fitch, Assistant City Manager~)t
Peggy A. Stewart, Director of Administrative Servic~
DATE: August 1, 1995
SUBJECf: Approval of a Resolution and Financing Documents
for Financing the Energy Retrofit Program
ABSTRACf
The attached resolution and financing documents complete the financing of the energy
retrofit program approved by Council on April 25, 1995 with Southland Industries and
San Diego Gas & Electric Company.
ENVIRONMENTAL REVIEW
- This item is not subject to environmental review according to CEQA guidelines.
FISCAL IMPACf
This project will generate an estimated positive cash flow of S90,584 in the first year
which includes a S53,000 energy incentive from San Diego Gas & Electric. The ten-year
positive cash flow is estimated to be S658,567. This is a conservative savings
projection.
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
None
RECOMMENDATION
It is recommended that the City Council approve the attached resolution and authorize
the City Manager to execute all financing documents subject to the approval of the City
Attorney.
ACI'ION
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1 0 f 34 AUG 1 1995 ITEM 32
- AGENDA REPORl
CITY OF POW A Y
This report is included on the Consent Calendar. There will be no separate discussion of the report prior to approval by the
City Council unless members of the Council. staff or public request it to be removed from the Consent Calendar and
discussed separately. If you wish to have this report pulled for discussion. please fill out a slip indicating the report number
and give it to the City Clerk prior to the beginning of the City Council meeting.
TO: Honorable Mayor and Members~ City Council
FROM: James L. Bowersox, City Man
INITIATED BY: John D. Fitch, Assistant City Manager'f\-
Peggy A. Stewart, Director of Administrative Services
DATE: August 1, 1995
SUBJECT: Approval of a Resolution and Financing Documents for
Financing the Energy Retrofit Program
BACKGROUND
On April 25, 1995, the City Council authorized the City to enter into an agreement
with Southland Industries and San Diego Gas & Electric Company to reduce energy
consumption. The City will upgrade and/or replace equipment to make it operate in a
more energy-efficient and cost-effective manner. The acquisition of the equipment
will be handled through a lease purchase arrangement.
In order to execute the financing documents, the City Council needs to approve the
attached resolution authorizing the City to enter into the lease purchase agreement.
FINDINGS
The City's financial advisor, Keith Curry of Public Financial Management, has
reviewed the financing of 5.99%, and has advised that the interest rate quoted is
competitive within the market.
ENVIRONMENTAL REVIEW
This agenda item is not subject to environmental review according to CEQA
guidelines.
FISCAL IMPACT
This project will generate an estimated positive cash flow of $90,584 in the first
year which includes a $53,000 energy incentive from San Diego Cash & Electric. The
ten-year positive cash flow is estimated to be $658,567. This is a conservative
savings projection.
ACTION:
J
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UG 1 1995 I
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- Agenda Report
August 1, 1995
Page 2
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
None
RECOMMENDATION
It is recommended that the City Council approve the attached resolution and
authorize the City Manager to execute all financing documents subject to the
approval of the City Attorney.
JLB:JDF:PAS:eg
Attachments:
A. Resolution authorizing the City to enter into a
Lease Purchase Agreement with Southland Industries
for lease/purchase of energy retrofit equipment.
B. Financing Documents
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c:\deta\wpfilea\retrofit..gn
3 0 f 34 AUG 1 1995 ITEM 32 I
RESOLUTION NO. 95-
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF POWAY, CALIFORNIA,
AUTHORIZING THE CITY TO ENTER INTO A
LEASE PURCHASE AGREEMENT WITH SOUTHLAND INDUSTRIES
WHEREAS, on April 25, 1995 the City Council of the City of Poway, California
authorized the City to enter into an agreement with Southland Industries and
San Diego Gas & Electric Company to reduce energy consumption by upgrading and/or
replacing equipment to make it operate in an energy-efficient and cost-effective
manner, and
WHEREAS, the City Council has determined that a true and very real need exists
for the acquisition of the equipment described in the Lease Purchase Agreement
presented by Southland Industries, and
WHEREAS, the City Council has taken the necessary steps, including any legal
bidding requirements, under applicable law to arrange for the acquisition of such
equipment.
NOW, THEREFORE, BE IT RESOLVED by the City Council that the Lease Purchase
Agreement substantially in the form presented to this meeting is in the best
interests of the City for the acquisition of such equipment, and the City Council
designates and confirms the City Manager to execute and deliver the Lease Purchase
Agreement along with any related documents necessary to the consummation of the
transactions contemplated by the Lease Purchase Agreement.
PASSED, ADOPTED AND APPROVED by the City Council of the City of Poway,
California, at a regular meeting thereof this 1st day of August, 1995.
Don Higginson, Mayor
ATTEST:
Marjorie K. Wahlsten, City Clerk
ATTACHMENT A
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AOOl ms
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ASSIGNMENT Lease #1308
This Assignment (the "Assignment") dated is hereby given by City of
Poway, 13325 Civic Center Drive, Poway, Calnomia 92074-0789 (the "Lessee") and Southland Industries,
3720 Industry Avenue, Lakewood, Califomia 90712 (the "Assignor") to laSalle National Bank, Attn: Municipal
Lease Operations, 120 South laSalle Street, Suife 600: Chicago, Illinois 60603 (the "Assignee").
WITNESSETH
WHEREAS, Assignor has entered into that certain Lease Purchase Agreement (the "Agreement")
dated as of July 15, 1995 wifh the City of Poway (the "Lessee"), pursuant to which the Equipment more
particularly described therein (the "Equipment") is being leased to Lessee under the terms stated in the
Agreement;
WHEREAS, Assignor desires to sell, assign and transfer to Assignee, all of Assignor's right, tifle and
interest in, to and under the Agreement and the Equipment upon the terms and condifions stated below;
NOW, THEREFORE, in consideration of the premises, the covenants contained herein and other good
and valuable consideration received, Assignor hereby represents to Assignee in connection herewifh that:
1. Assignment. AsSignor hereby sells, transfers, delivers, and assigns to Assignee, ifs sucoessors and
assigns, all of ifs right, tifle and interest in, to and under (I) the Agreement and none of the obligations
thereunder, together wifh all amendments, agreements, documents and writings relating thereto, and (ii) the
Equipment.
2. Power of Attorney, AsSignor irrevocably constifutes and appoints the Assignee and any present or
future officer or agent of Assignee, as ifs lawful attorney wifh full power of substifution and resubstifution, and in
the name of Assignor or otherwise, to collect and to sue in any court for payments due under the Agreement, or
any part thereof, to wifhdraw or settle any claims, suifs or proceedings pertaining to or arising out of the
Agreement upon any terms as Assignee in ifs discretion may deem to be in ifs best interest, all wifhout notice to
or assent of Assignor, and, further, to take possession of and to endorse in the name of Assignor any
instrument for the payment of money received on acoount of the payments due under the Agreement.
3. Payments Assignor has authorized and directed the Lessee, in writing, to pay to Assignee, ifs
successors and assigns, all payments due or to become due under the Agreement from and after the date of
this Assignment by forwarding such payments, upon receipt of proper invoice, to the following address: LaSalle
National Bank, Ann: Municipal Lease Operations, 120 South LaSalle Street, Suife 600, Chicago, Illinois 60603,
a copy of which authorization and direction, the receipt of and agreement to, which has been acknowledged by
Lessee, has been fumished to Assignee. Assignor represents and warrants that no event of defautt now exists
in the Agreement.
4. Warranties and Covenants. Assignor hereby represents, warrants and covenants to and wifh
Assignee that:
(a) Assignor is a corporation duly organized, validly existing and in good standing under the laws
of the State of California, wifh corporate powers and authorny to own ifs respective properties and carry on ifs
respective businesses as now being conducted.
_..
ATTACHMENT 8 ITEM 32
5 0 f 34 AUG 1 1995
(b) Assignor has full power, authority and legal right to enter into and perform ifs obligations under
this Assignment and the Agreement and the execution, delivery and performance of this Assignment and the
Agreement have been duly authorized by all necessary corporate action on the part of Assignor, do not require
any stockholder approval or the approval or consent of any trustee or holder of any indebtedness, or obligation
of Assignor of such required approvals and consents, have heretofore been duly obtained, and the foregoing do
not contravene any law, govemmental rule, regulation, order or ordinance of any govemmental entity having
jurisdiction or the Articles of Incorporation or By-Laws of Assignor, and do not and will not resutt in any breach
of or constifute a defautt under any indenture, mortgage, contract, agreement or instrument to which Assignor is
a party or by which if or ifs property is bound.
(c) There are no pending or threatened actions or proceedings before any court or administrative
agency which will materially adversely affect the condifion, business or operation of Assignor or the ability of
Assignor to perform ifs obligations under this Assignment or the Agreement.
(d) The Agreement and the Equipment are free and clear of all claims, liens, security interest, and
encumbrances of any kind or character, except the rights of the Lessee under the Agreement, and the same
shall be and remain free of all claims, liens, security interests and encumbrances arising through any act or
omission of AsSignor or any person claiming by, through or under if.
(e) Assignor has and will comply wifh and duly and promptly perform all the obligations of
Assignor under the Agreement and all related documents and instruments.
(1) The Agreement delivered to Assignee herewifh is an original and constifutes the entire wrning,
obligation and agreement between the Assignor and the Lessee respecting the Equipment, the lease thereof,
and the payment therefor, by the Lessee.
(g) Assignor will make appropriate notations on ifs books and records wifh entries regarding the
Agreement indicating the entering into of this Assignment.
(h) Assignor will indemnify and hold Assignee harmless from and against all claims, losses, costs
and expenses arising from or growing out of the failure of Assignor to keep or perform any of the warranties,
covenants or agreements contained in this Assignment.
5. Further Assurances. Assignor, from time to time, at the request of the Assignee, shall execute and
deliver such further acknowledgments, agreements and instruments of assignment, transfer and assurance,
including bills of sale for the Equipment, and do all such further acts and things as may be necessary or
appropriate in the opinion of Assignee to give effect to the provisions hereof and to more perfectly confirm the
rights, tifles, and interests hereby assigned and transferred to Assignee.
6. Severability, Rights Cumulative. If any part of this Assignment shall be contrary to any law which
Assignee might seek to apply or enforce or should otherwise be defective, the other provisions hereof shall not
be affected thereby but shall continue in full force and effect, to which end they are hereby declared severable.
All rights, remedies and powers of Assignee hereunder are irrevocable and cumulate, and not attemative or
exclusive, and shall be in addifion to all rights, remedies and powers given hereunder, or in or by any other
instrument or any other law now existing or hereinafter enacted.
6 0 f 34 AUG 1 1995 ITEM 32
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Assignment Agreement for Lease Number 1308
7. Notices. Any notice required or permitted to be given by AsSignor or Assignee to the other shall be
deemed to have been given on the third day after ~ is deposifed in the Unifed States mail, certified mail, retum
receipt requested, wifh proper postage prepaid, and addressed to the party at such address as shown at the
beginning of this Assignment or at such other address as one party shall hereinafter fumish to the other in
writing.
8. Headings. The headings of the sections of this Assignment are for convenience only and shall not be
used to interpret or construe this Assignment.
9. Entirety; Amendments. This Assignment contains the entire agreement between Assignor and
Assignee wifh respect to the subject matter hereof and supersedes all prior agreements and understandings
relating thereto. No other agreements will be effective to change, modify or terminate this Assignment in whole
or in part unless such agreement is in wrifing and duly executed by Assignor and Assignee. No
representations, inducements, promises, or agreements, oral or otherwise, that are not embodied herein (or
any other written instrument or document delivered pursuant hereto or in connection herewifh) will be of any
force or effect.
10. Parties Bound. This Assignment will be binding on Assignor and ifs successors
-- and assigns, and will inure to the benefif of Assignee and ifs sucoessors and assigns.
11. Governing Law. The substantive Laws of the State of Colorado will govem the validity, construction,
enforcement, and interpretation of this Assignment and the rights of the parties hereunder.
IN WITNESS WHEREOF, AsSignor has executed this Assignment as of the date first above written,
ASSIGNOR: Southland Industries
Signature: :
Name Printed:
Tifle:
Date:
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7 0 f 34 AUG 1 1995 ITEM 32 ,
NOllce AND CONSENT TO ASSIGNMENT Lease #1308
July 25, 1995
Ms. Peggy Stewart, City Administrator
C~y 01 Poway
13325 Civic Center Drive
Poway, Cal~omia 92074-0789
Re: Lease Purchase Agreement dated July 15, 1995, between City 01 Poway ("Lessee") and Southland Industries
("Lessor"), as assigned to LaSalle National Bank ("Assignee")
Dear Ms. Stewart:
Please be advised that Southland Industries has assigned all of ~s right, tttle and interest in and to the above.referenced
Lease Purchase Agreement (the "Agreement"), the equipment leased thereunder, and the right to receive payments
thereunder to laSalle National Bank ("Assignee").
All payments due under the Agreement beginning w~h the first payment date 01 May t, 1996, should be made to the
Assignee at the following address: laSalle National Bank, Altn: Municipal Lease Operations: t20 South laSalle Street,
Su~e 600; Chicago, illinoiS 60603.
Please acknowledge your receipt 01 a copy 01 the Assignment Agreement and your acceptance 01 the assignment, as well
as your agreement to make the payments due under the Agreement to the Assignee, by the signature of a duly authoriZed
officer in the space provided below.
ASSIGNOR: Southland Industries
Signature:
Name Printed:
Tttle:
Date:
ACKNOWLEDGED AND ACCEPTED:
LESSEE: City of Powey
Signature:
Name Printed:
Tnle:
Date:
8 0 f 34 1'UG 1 1995 ITEM 32 1
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LEASE PURCHASE AGREEMENT
0a18d .. of July 15. 1995
By And Among
Southland Industries ("Lossor")
And
City of Poway ("L.8ssae")
Lease'1308
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9 0 f 34 AUG 1 1995 ITEM 32
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Lease .'308
This Lease Purcnase Agreement (!he .Agreemenr) entered Into between laSalle National Bank (.Lessor;, whose address is Clo
laSalle Capital Markets: 410 - 17th Street, Suite 2080: Denver, Colorado 80202 and City ot Poway, ("Lessee.), a body _ate and politic duly
organized and existing under the Jaws of the State of Callfomia ("State-), whose address is 13325 Civic Center Drive; San Diego, California
92074-0789:
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 !he Constitution and laws of !he Stale lD en18r inlD this Agreement tor !he purposes set forth
herein;
NOW THEREFORE, tor and in cxmsideration ot!he premises hereinafter contained, !he parties hereby agree as follows:
ARTICLE 1 - COVENANTS OF LESSEE
Section 1.01. Coven.na of t....... Lessee represents, covenants and warran1S, for the benefit of Lessor and its assignee(s), as
follows :
(a) Lessee is authorized under !he ConsliMlon and laws of !he Stale lD en18r inlD this Agreement and !he transaction
contemplated hereby, and lD perlonn allot its obligations hereunder.
(b) Lessee lias delivered to Lessor each of the closing documents (the .Closing Documents-) listed in Fvhihit A, in conjunction
with the delivery of this Agreement.
ARTICLE 2. DEFINmONS
Section 2.01. Definition.. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in
this Agreement shall have the respective meaning specified below.
"Code" means the Internal Revenue Code of 1986, as amended, and to the extent applicable, the regulations and rulings issued
thereunder.
"Dated dat." is the date when the term of this Agreement begins and Lessee's obligation to commence payments begins, which date
shall be July ,~, 1995.
"Equlpmant" means the property described in ~ and which is the subject of this Agreement.
"Lea.. Term" means the period between the Dated Date and the date of termination pursuant to Article 4, Section 4.01 hereof.
"Purchase prtce" shall be equal to the sum of (a) the Purchase Price, as shown on Exhibit F' to be the applicable price after the last
prior Rental Payment is and has been made, (b) accrued interest thereon, calculated on a 360-day year for the actual days elapsed, (c) any
unpaid charges for or interest on late payments, and (d) any other amounts payable to Lessor hereunder.
"Rentall Payment." means the basic installment 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 3. DEPOSIT OF MONIES; ACOUrSIT10N AND LEASE OF EOUIPMENT
Section 3.01. Eaerow DeDO.lt &e... Prtnclul TNn.", UDen Eaulamant AccaDUlne.. In the event that an Escrow Agreement
is entered into in connection with the acquisition of the Equipment, Lessor agrees to deposit with an Escrow Agent sufficient funds to acquire the
Equipment to be leased hereunder, Lessee acknowledges and agrees that Lessor shall be Escrow Agent unless Lessee is otherwise advised.
Lessee understands that, except as provided herein or in the Escrow Agreement, no disbursements from the Escrow Account shall be
made by the Escrow Agent without the receipt from Lessee of a Requisition Requesting Disbursement (Exhibit A to the Escrow Agreement) and
an executed Acceptance Certificate (Exhibit G). Accordingly, Lessee shall deliver such documents promptly upon, but in no event later than 30
days follOWing, Lessee's final acceptance of the Equipment from the Vendor,
ABATNBOE.DOC
2 AUG 1 1995 ITEM 32
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- Upon 1I1e earliest of acceptance by Lessee of air the Equipment; two years from 1I1e Dated Da..; or delivery of a notice to the Esaow
Agent by Lessor and Lessee, the Escrow Agent shall disburse to the Lessor any funds remaining in the Escrow Account that represent any
remaining portion of the Purchase Price. TIle Lessor shall apply amounts so received toward the prepayment of principal in accordance with
Article 11, Section' 1.02.
Section 3,02, La.... I. Aa_"t . Aeaulaltlon of tha Eaularn."t. Lessor hereby appoints 1I1e Lesaee as its agent solely for the
purposg of 8C:CIuiring the Equipment and Lessee hereby accepts such appointment. Lessee and Lessor will do all things necessary to effect the
acquisition of the Equipment free and dear of any enOJmbrances and subject the same to the security interests contemplated hereunder. Lessor
agrees to acquire the Equipment pursuant to 1I1e Lessee's specifications. Failur. by the Vendors to perform shall not affect Lessee's obligation to
make Aental Payments under this Agreement. Lessee agrees that the ECluipment will be acquired in accordance with the terms, conditions and
specifications therefor and on file with the Lessor.
Section 3.03. L.a... af EauIDn'l.nt. Lessor hereby demises, leases and lets to Lessee, and Lesaee rents, leases and hires from
Lessor, the Equipment, in accordance with the provisions of this Agreement for the Lease Term.
ARTICLE 4 . LEASE TERM
Section 4.01. L.a... T_nn. This Agreement shalf be In effect and shall commence as of the Dated Date and wilt remain in effect
throughout the Lease Term. The Lease Term will terminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the
Equipment under Article 11; (b) Lessor's election to terminate this Agreement upon a default under Article 13; (c) the payment by Lessee of all
sums required 10 be paid by Lessee hereunder.
ARTICLE 5 . ENJOYMENT OF EOUlPMENT
Section 5.01. Qulat I!;nlovmant. Lessor hereby covenants to prOVide Lessee during the Lease Term wi1h quiet use and enjoyment of
1I1e Equipment.
Section 5,02. u.. of tM l!;auIDm~t. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in
violation of any applicable law or in a manner contrary to that contemplated by this Agreement.
Section 5.03. Afaht of In~lMtetlqn. During the Lease Term, the Lessor and its officers, employees and 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 and all
records pertaining to Ihe Equipment.
SectIon 5.04. D1aelalm., of W.".ntl... LESSEE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OF A SIZE,
DESIGN, CAPACITY AND MANUFACTURE SELECTED BY LESSEE. LESSOR MAKES NO WARRANTY NOR REPRESENTATION,
EITHER EXPRESSED OR IMPUED, AS TO THE VALUE, DESIGN, CONDITION, MERCliANTABIUTY 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. Lessor agrees to use its best efforts to assist Lessee in
gaining the cooperation of the Vendor and/or Manufacturer of the Equipment in providing warranty service or replacement of the Equipment.
Section 5.05. V.ndara Wa".ntl... Lessee may assert claims and rights that the Lessor may have against any Vendor of any portion
of the Equipment.
ARTICLE 6 - RENTAL PAYMENTS
Section 6.01. R.ntal Pavment.. It is intended that the obligation of Lessee to pay Rental Fayments hereunder is not a debt of Lessee
in contravention of any applicable limitations or requirements; however. Lessee has made its own determination in that regard and in no way
relies on Lessor for such determination. Lessee shall pay Rental ~ayments exclusively from legally available monies from its general fund and
such other funds as may be designated by the Lessee in lawful money of the United States of America to Lessor at its principal office, Attn
Municipal Lease Operations, 120 South laSalle Street, Suite 600, Chicago, Illinois 60603, or at such other place as Lessor may specify in writing
(or, in the event of assignment by Lessor, to its Assignee), in the amounts and no later than the dates set forth in Fvhihit F attached hereto and
made a pan hereof. Lessee further agrees to forward Rental Payments to the Lessor or its Assignee at least ten PO) days prior to the due date
thereof. Lessee hereby covenants to take such action as is necessary under the laws applicable to Lessee to budget for and include and
mamtain funds sufficient and available to discharge its obligation to meet all Rental Payments due hereunder in each of its fiscal years
Section 6.02. Inta,... and PrlnclDaI ComDOnen.., A portion of each Rental Payment is paid as interest, and the balance of each
Rental ~ayment is paid as principal !;vhibit F hereto sets forth the interest component and the principal component of each Rental Payment
during the Lease Term.
Section 6,03, "-".., Pavment. to be Unconditional. The obligations of Lessee to make Ranlal Payments, and to perform and
observe the covenants and agreements contained herein. shall be absolute and unconditional in all events and without notice or demand by
Lessor, 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. Lessee will do all things lawfully within its power to maintain funds
from which the Rental Payments may be made
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Section 6.04 Loa. 0' U_ or OccuDllncv If there is substantial interference with Lessee's use or occupancy of the Equipment,
Rental Payments due shall be abated in the same proportion that the portion of the Equipment unavailable for the Lessee'S use or occupancy
bears to the entire Equipment. Lessee shall notify the Lessor in writing of any threat to its use or occupancy of the Equipment within five (5) days
after it learns of such threat. The obligation to make full Rental Payments with respect to the Equipment shall recommence as of the date Lessee
has regained use and occupancy of the Equipment, and the provisions of this Agreement including, but not limited to, dates on which each Rental
Payment is due shall be extended for a period equal to the pertod the obligation to make Rental Payments was abated.
ARTICLE 7 . TlTl..E TO EQUIPMENT; SECURITY INTEREST
Section 7.01. nile to the l!aulDlftent. During the term of this Agreement, tiue to the Equipment Ihall vest in Lessee, subject t)
lessor'S rights upon an Event of Default.
Section 7.02. Seeurltv Int....t. Lessee grants to Lessor a securIty interest constituting 8 first Iten on the Equipment and on all
additions. attachments, acx:essions and substitutions thereto, and on any proceeds therefrom.
Section 703. U.n. .nd ~fteumbrancea to T11'" No FlnuN. Lessee shall at all times k8ep tI1e Equipment frae of all liens and
encumbrances other than Lessor's security interest. Lessee shall not, without the prior written consent of Lessor, attach the Equipment to real
estate in any way that would cause the Equipment to become a fixture under the laws of the jurisdiction wfthin which the Equipment is located.
Section 7.04. I ---.Ion of ~uIDm.nt. Lessee shall maintain the Equipment at the location specified in Flrhihit F hereto and shall not
move the Equipment without the prior written consent of Lessor, except during the ordinary use of the Equipment by Lessee as specified in
Exhibit n hereto; provided, however, that Lessee shall not move or use the Equipment in any way that 'NOuld affect Lessor's perfected security
interest therein.
ARTICLE 8 - MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES
Section 8.01. Malnt.nanee of I!aulament bv I ---. Lessee will, at Lessee's own ClOst and expense, maintain, preserve and keep
the Equipment in good repair, working order and condition. It requested by Lessor, Lessee will enter into a mutually agreeable maintenance
program to insure the proper maintenance ot the equipment.
Section 8.02. T.... Oth., Govemmentlll o,a..... and Utllltv Charo... In the event that the use, possession or acquiSition ot the
Equipment is found to be subject to taxation in any form (except for inrome taxes of Lessor), government charges or utility d1arges and
expenses, Lessee will pay all such taxes and charges as they come due.
Section 8.03. Pravlalon. Rea.rdlna In.u,.nee. 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 coverage set forth on Exhibit H, provided that the amount of casualty and property damage insurance st'lall not be less than the then
applicable Purchase Price. All policies of insurance covering the Equipment shall show Lessor as loss payee, and Shall be cancelable only upon
at least 30 days prior written notice to Lessor. All insuran09 prooeeds from casualty losses shall be payable as hereinafter provided in this
Agreement. The Lessee also covenants to maintain or cause to be maintained. rental interruption and loss of use and occupancy insurance as
more fully set forth in Section 8.06.
Section 8.04. Advance. 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 rondttion. 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 ra18 specified in the second sentence
of Article 13, Section 13.04 hereof.
Section 8.05, ModlflClltlon.. Without the prior written ronsent of the Lessor, the Lessee Shall not make any material alterations,
modifications or attachments to the Equipment. All alterations, modifications and attachments to the Equipment shall beccme a part of the
Equipment and shall be subject to this Agreement and the security interest of Lessor.
Section 8.06. R.nu' Int.rftJDtion and loa. of U.. and Oceuftanev In.U,.nCB The Lessee shall maintain or cause to be
maintained in Lessor's na",e or its assigns at Lessee's expense beginning on the earlier of the Closing Date or the Acceptance Date and
thereafter throughout the Lease Term, insurance against Rental Payment abatement and loss of use ot the Leased equipment or portions thereof,
with roverage equal to the Maximum total Rental Payments payable by the Lessee for any consecutive twenty-tour (24) month period. The policy
shall insure against abatement of Rental Payments payable by the Lessee resulting from the Lessee's loss of use ot the improvements or any
substantial portion thereof and caused by any and all perils, either insured or uninsured, including acts of God. Such insurance may be
maintained in conjunction with or separate from any other similar insurance carried by the Lessee. The Net Proceeds of such insurance shall be
payable to the Lessor in amounts proportionate to the Lessee's applicable Rental Payments. if any, during the restoration period in sufficient
amount to make the Lessor whole.
ARTICLE 9 - DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF PROCEEDS
Section 9.01 Dam.a. o.atftJetion and Cond.mna.lon. Lessee shall bear the entire risk of loss of the Equipment due to casualty,
condemnabon or otherwise. 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 10, Of the temporary use at the EqUipment or any part thereof is taken under the exercise of the power of emment domain, Lessee shall
4 ITEM 32
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immediately notify Lessor. lessee and Lessor will cause the Net Proceeds of any insurance claim Of' condemnation award to be applied either to
the prompt repair, restoration, modification or replacement of the Equipment or, at Lessor's option, to the payment in full of the Purdlase Price
Any balance of the Net Proceeds remaining after such work or purchase has been completed shall be paid to Lessee.
The term "Net Proceeds' shall mean !he amount remaining from the gross proceeds of any insurance claim or oondemnabon awar<l
after deducting all expenses (including attorney's fees) incurred in the oolleetion of such claims or award.
Section 9.02. Inaufftet.nev 0' N.. p- ads. It the Net Proceeds are insufficient to pay in full the cost of any repair, restoration,
modificabon or replacement, Lessee Shall either (a) comple" !he work and pay any cost in excess of !he amount of Net Proceeds, or (b) Lessee
shall pay to Lessor the Purchase Price.
ARTICLE 10. TAX COVENANT
Section 10.01. TaJr Covenant. It is the intention of the L.essee and the Lessor that the interest portion of the Ranlal Payments
received by the Lessor be and remain exempt from federal income taxation; however. Lessee has made its own determination in that regard and
in no way rel_ upon Lessor for such determination. Lessee covenants that it will take (or refrain from taking, where appropriate) any and all
action necessary to maintain the exemption from federal income taxation of the interest portion of the Rental Payments, and that it will not perform
any ael (or neglect to lake an action) or enter into any agreement or use or permit !he use Of tho Equipment or any ponion !hereof in a manner
that shall have the effect of terminating the exemption from federal income taxation of the Interest portion of the Rental Payments, including
(without limitation) leasing all or any portion of the Equipment or contracting to a third party for the use or operation of all or any portion of 1he
Equipment if entering into such lease or contract would have such effect. In the event any court or govemmental authority having jurisdiction over
Lessee or Lessor determines that the interest portion of the Rental Payments is subject to federal income taxes, and if such determination results,
directly or indirectly, in whole or in part, from Lessee's violation of this Section 10.01, Lessee shall, upon demand, reimburse Lessor in an amount
equal to such lost tax benefits on Rental Payments made prior to such determination of taxability, and subsequent Rental Payments shall be
similarly adjusted.
ARTICLE 11 - PURCHASE RIGHTS; PREPAYMENT
Section 11.01. Purch... Alahta. L.essee shall be deemed to have purchased the Equipment(a) upon payment in full of all Rental
Payments in accordance with Exhibit 1= hereof and all other amounts payatMe hereunder; or (b) upon written notice delivered at least 30 days in
advance of the Proposed date for payment, and upon the payment of the then current Rental Payment and the Purchase Price.
Section 11.02. Partl.1 P~Davmenta. Lessee may make partial prepayments of the Purchase Price, in a minimum amount of len
percent (10%) of the original principal amount shown on~, at the time of any Rental Payment. Any prepayments may, at Lessor's option,
be applied to shorten the Lease Term. Accordingly, Lessor shall apply such prepayments, at Lessor's option, either (a) to the principal portion of
the Purchase Price, thus not affecting the Lease Term, or (b) to the principal portion of Rental Payments subsequentty due, in the inverse order of
their due date, thus shortening the Lease Term. In either case, (a) interest Shall cease to acaue on principal amounts so prepaid, and (b) Lessor
shall deliver to Lessee a revised Exhihit F reflecting such prepayment. If appropriate, in Lessor's judgment, panial prepayments may enbUe
Lessee to a release on any security interest on portions of the Equipment.
ARTICLE 12 - ASSIGNMENT, SUBLEASING, INDEMNIFICATION, MORTGAGING AND SEWNG
Section 12,01. "alanment or Sale bv lauor.
(a) This Agreement, and the obligations of Lessee to make payments hereunder, may be sold, assigned or otherwise disposed of in
whole or in part to one or more successors, grantees, holders. assIgnees or subassignees by Lessor, whereupon such successors, grantees,
holders, assignees or subassignees shall succeed to all of Lessor's rights and (except to the extent of any servicing obligations retained by
Lessor) obligations hereunder. Upon any sa6e, disposition, assignment or reassignment, Lessee shall be provided with a notice of the same;
provided, however, that failure of Lessor to provide such notice shalt not affect the validity of such sale, disposition, assignment or reassignment
of Lessee's obligations hereunder. During the Term of this Agreement, Lessee and any servicer shall each keep a complete and accurate
register of all such assignments in form necessary to comply with Section 149(a) of the Code.
(b) Lessee agrees to make aU payments to the assignee designated in the assignment, notwithstanding any claim, defense, setoff or
counterclaim whatsoever (except arising from Lessor'S breach of this Agreement) that Lessee may from time to time have against Lessor or
Vendor. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be
reasonably requested by Lessor or assignee to protect its interest 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
one 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 Sale AAalanm.nt or Subleaalna bv L..... This Agreement and the intef'est of lessee in the Equipment may
nOI be sold, assigned or encumbered by Lessee without the prior written consent of Lessor.
Sec:lion 12.03. Rel.... ond Indemnlfleotlon Co.onon.. To the extont pormilled by !he iaws and ConsUlUlion ot !he Slale, Lessee
shall protect, hold harmless and indemnify Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever,
regardless of cause thereof (except those resulting from Lessor's intentional or grossly negligent acts or omiSSIons), and expenses in connection
therewith, including, without limitation, counsel fees and expenses, penalties and interests 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
5
13 of 34 AUG 1 1995 ITEM 32 \
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or return of any item of the Equipment or any accident in connection wtth the operation, use, condition, possession, storage or return of any item
of the Equipment. The indemnification arising under this paragraph shall survive the termination of this Agreement.
ARTICLE 13- EVENTS OF DEFAULT AND REMEDIES
Section 13.01. Event. of o."ult. 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 for a period of 15 days
after written notice is given to the Lessee by the Lessor, specifying such failure and requesting that it be remedied; or
(b) failure by the Lessee to maintain insurance on the Equipment in accordance with Artide 8, Section 8.03. hereof for a period of 15
days after written notice is given to the Lessee by the Lessor, specifying such failure and requesting that it be remedied; or
(e) failure by the Lessee 10 observe and perform any other covenant, condition or agreement on I1s part to be observed or performed
for a period of 30 days after written notice is given to the Lessee by the Lessor, specifying such failure and requesting that it be remedied; or
(d) commencement of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning
hsindebtedness;or
(e) the making of any material misrepresentation herein or in any dOQJment delivered by Lessee to Lessor.
If a default specifled in (a), (b) or (e) above cannot be cured within the applicable period. Lessor wHl not unreasonably withhold its
consent to an extension of time to cure, but only if corrective action is commenced by Lessee during the applicable period and diligentiy ~rsued
until the default is cured.
Lessor shall give Lessee wrttten notice of the occurrence of any Event of Default or any event which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default, promptly, but in no event later than five (5) days after such occurrence.
Section 13.02. Ramedla. on o.fIIult. Whenever any Event of Default shall have occurred and be continuing, the Lessor shall have
the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps:
(a) Tenninate this Agreement and retake possession of the Equipment wherever situated, and sell or lease, sublease or make other
disposition of the Equipment for use over a term in a commercially reasonable manner, all for the account of Lessor.
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, including reasonable attorney's tees and expenses:
SECONDLY, 10 pay the Lessor (I) the amount of all unpaid Ren1a1 Payments, if any, which are then due and owing, together
with interest and late charges thereon, (ii) the then applicable Purchase Price (taking into ao:ount the payment of past due Rental Payments 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
next 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; or
(b) proceed by appropriate court action to enforce performance by the Lessee of the applicable covenants of this Agreement or Ie
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, titie and interest in the Equipment shall terminate immediately upon the occurrence of an Event of Default.
Section 13.03. Retum of EaulDment. Upon an Event of Default, Lessee agrees to deliver the Equipment to Lessor, at Lessee's sole
cost and expense, to a reasonable location specified by Lessor.
Section 13.04, ute Charae' Inte,..t on uta Payment. Any Rental Payment not paid on the due date thereof shall bear a late
charge of fifty dollars ($50.00), plus an additional finance charge. The finance charge shall accrue on the entire unpaid principal portion of the
Purchase Price from the date the unpaid Rental Payment was due until payment at a rate (calculated on a 360-day year for the actual days
elapsed) equal to the lesser of (a) eighteen percent (18%), or (b) the highest rate allowed under the laws of the State
Section 13.05. Force M~laul'lt. If by reason offqrM maiAUrR 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 8, Section 8.03. hereof, Lessee shall not be deemed in
default during the continuance of such inability. The term 'orce majeure- as used herein Shall mean, without limitation, the following: acts of
God, strikes, lockouts or other industrial disturbances; act 01 public enemies, order 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: nots; landslides;
earthquakes, fires: storms; droughts; floods; or explosions.
6
14 of 34 AUG 1 1995 ITEM 32 I
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Lease .'308
ARTICLE 14 - MISCELLANEOUS
Section 14.01. tiQIIaa. AIr notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed
given when delivered or mailed by registered mail, postage prepaid, 1D!he parties al!he addresses set for1t1 on !he first page hereof, In addition,
c:oples of all notices to Lessor shall be given, as provided above, 10 Ldalle c.P'le' Marleala, at 410 171h S_~ Sulle 2080, Denver,
Colorado 80202.
Section 14.02. Blndlna ~"'ct. This Agreement shall inure to the benefit of nahall be binding upon L.eIsor and Lessee and their
respective successors and assigns.
Section 14,03. Sever.hllltv . In the event any provision of this Agreement shaJl be hefd invalid or unenforceabte by any court of
competent jurisdiction, sucn holding shall not invalidate or render unenforceable any other provision nereof.
Section 14.04. InCC)rDO...tlon bv R8feNn~. All Exhibits and Attachments hereto are Incorporated herein.
Section 14.05 Executl~n In CGunt~rta. This Agreement may be executed In several ODunterparts.
Section 14.06. ADollcablo ~. This Agreement shall be governed by and conslrued In accordance with !he laws of !he state of
California.
Section 14.07 Entl.. At""mant. This Agreement constitutes !he entire egreemenl _n LasIor and Lassee. No wa;vsr,
consent, modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver,
consent, modification or change sl"aall be effective only in the specific instance and for the specific purpose given. There are no understandings,
agreements, representations or warranties, express or implied, not specified herein regarding this Agreement or the equipment leased hereunder
Any terms and conditions of any purchase order or other document submitted by Lessee in connection with this Agreement which are in addition
10 or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by
the signature below of its authoriZed representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its
terms and conditions.
Section '4.08. No R.....dv Er:elualw. Waiver. No remedy herein conferred upon or reserved to the Lessor is intended to be
exclusive and every suctl remedy shall be aJmulatlve and shalt be in addition to every other remedy given under this Agreement or now or
hereafter existing at law or in equity. No delay in enforcing any remedy available to Lessor shall constitute a waiver thereof. No waiver of any
term or provision hereof shall be effective against Lessor unless in writing, signed by Lessor.
IN WITNESS WHEREOF, Lessor has execuled this Agreement in its corporate name, a_led by Its duly authorized officers, and
Lessee has caused this Agreement to be exeaJted 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: Southland Industries
Witness :
Signature: Signature:
Name Printed: Name ~rinted:
Title Title:
Date Date:
LESSEE City of Poway
Witness:
Signature: Signature:
Name Printed: Name Printed:
-
Tille: Title:
Date. Date:
7
]5 of 34 AUG 1 1995 ITEM 32 1
EXHIBIT A
LIST OF CLOSING DOCUMENTS
1. Assignment Agreement
2. Notice and Consent to Assignment
3. Lease Purchase Agreement
4. Resolution of Lessee's Goveming Body (Exhibif B)
5. Opinion of Lessee's Counsel (Exhib~ C)
6. Certificate of Lessee (Exhibif D)
7. Schedule of Payments (Exhibit E)
8. Equipment Description (Exhibn F)
9. Acceptance Certificate (Exhibif G)
10. Insurance Coverage Requirements (Exhibit H)
11. Form 8038-G (Attachment 1)
12. UCC-1 Financing Statement (Attachment 2)
13. Small Issuer Exemption Statement (Attachment 3 - If Applicable)
14. Name of County for UCC-1 Filing
15. Lessee Invoice Information
16. Escrow Agreement
17. Requisifion Requesting Disbursement (Exhib~ A to Escrow Agreement)
(NOTE: This exhibit replaces the Payment Request Form.)
8 ~UG 1 1995 ITEM 32
16 0 f 34
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Lease #1308
EXHIBIT B
RESOLUTION OF GOVERNING BODY' EXTRACT OF MINUTFS
Lessee: City Of Poway
Date of Agreement: July 15, 1995
At a duly called meeting of the goveming body of Lessee (as defined in the Agreement) held on the
_ day of , 1995 the following resolution was introduced and adopted.
RESOLVED, whereas the goveming body of Lessee has determined that a true and very real need exists
for the acquisition of the Equipment described in the Lease Purchase Agreement presented to this meeting; and
WHEREAS, the goveming body of Lessee 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 goveming body of Lessee that the Lease Purchase Agreement substantially in
the form presented to this meeting is in the best interests of Lessee for the acquisttion of such Equipment, and
the goveming body of Lessee designates and confirms the following persons to execute and deliver, and to
wifness (or attest), respectively, the Lease Purchase Agreement, wifh such changes thereto as such persons
deem appropriate, and any related documents necessary to the consummation of the transactions contemplated
-- by the Lease Purchase Agreement:
(Name of Party to Execute Lease (Title)
Purchase Agreement)
(Name of Party to Witness Lease (Title)
Purchase Agreement)
The undersigned further certifies that the above resolution has not been repealed or amended and
remains in full force and effect and further certifies that the above and foregoing Lease Purchase Agreement is
the same as presented at said meeting of the governing body of Lessee.
Secretary/Clerk
Seal:
Date
9
~UG 1 1995 ITEM 32 ,
17 0 f 34
Lease #1308
EXHIBIT C
OPINION OF LESSEF'S COUNSEL
(Please furnish in this form on Anomey's Lenerhead)
Southland Industries
c/o LaSalle Cap~al Markets
410- 17th Street, Suite 2080
Denver, Colorado 80202
Lessee: City of Poway
Date of Agreement: July 15, 1995
Gentlemen:
As counsel for City of Poway ("Lessee"), I have examined duly executed originals of the Lease Purchase
Agreement (the "Agreement") dated July 15, 1995, between Lessee and Southland Industries ("Lessor"), and based upon
the examination and upon such other examination as I have deemed necessary or appropriate, I am of the opinion that:
1. Lessee is a public body corporate and pol~ic, legally existing under the laws of the State of Calffornia
2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to constitutional,
statutory and/or home rule provision which authorizes this transaction and Resolution No.
anached as Exhib~ B to the Agreement.
3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with ~s terms.
In the event the Lessor obtains a judgment against Lessee in money or damages, as a result of an event
of detault under the Agreement, Lessee will be obligated to pay such judgment.
4. Applicable public bidding requirements have been complied with.
5. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or
federal, in any way questioning or affecting the validity of the resolution or the Agreement.
8. The signatures of the officers of Lessee which appear on the Agreement are true and genuine; I know said
officers and know them to hold the offices set forth below their names.
7. The Lessee is a pol~ical subdivision within the meaning of Section 148 of the Internal Revenue Code and
the related regulations and rulings and that the portion of payments identffied as deferred interest charges
to maturity, upon receipt, will not be includable in Federal gross incomes under statutes, regulations, court
decisions and rulings existing on the date of this opinion and consequently, will be exempt from present
Federal income taxes and income tax of the State of Califomia.
Sincerely,
Legal Counsel
10
18 0 f 34 AUG 1 1995 ITEM 32
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Lease #1308
EXHIBIT D
CERTIFICATE OF LESSEE
THE UNDERSIGNED, duly authorized representative of the named Lessee under that certain Lease
Purchase Agreement dated July 15, 1995 (the "Agreement") wifh Southland Industries as Lessor (the "Lessor")
hereby certifies as follows in accordance wrth the requirements of the Agreement. Capifalized terms used herein
have the same meaning as in the Agreement.
A. INCUMBENCY OF OFFICER AND SIGNATURE
I hold the posifion noted under my signature, and I have all authori1y necessary to execute and deliver
this Certificate. The following officer of the Lessee is duly elected or appointed, and the signature opposife the
name is true and correct, and where required, has been filed wifh the appropriate officials of the State:
Signature
Tille:
B. ESSENTIAL USE'
1. The Equipment will be used by the following govemmental agency department for the
specific pu rpose of:
2. The Equipment is essential for the functioning of the Lessee and is immediately needed
by the Lessee. Such need is nerther temporary nor expected to diminish during the
Lease Term. The Equipment is expected to be used by the Lessee for a period in
excess of the Lease Term.
3. Funds are expected to come from the general fund of the Lessee.
This Certificate is based upon facts, circumstances, estimates and expectations of the Lessee as of the
date on which the Agreement was executed, and to the best of my knowledge and belief, as of this date, such
facts, circumstances and estimates are true and correct and such expectations are reasonable.
IN WITNESS WHEREOF, I have executed and delivered this certificate as of the _ day of
,1995.
WITNESS:
Signature
Name:
Tille:
"
19 0 f 34 ~UG 1 1995 ITEM 32 . ~
EXHIBIT E
SCHEDULE OF PAYMENTS
LESSEE: CITY OF POWAY, Agree~ent No. 1308
AMORTIZATION SCHEDULE - Ncrmal Amortization, 360 Day Year
Date Payment Interest Principal Purchase Ootion
1995 Totals 0.00 0.00 0.00
1 05/01/1996 21,212.73 29,841.85 8,629.12- 644,269.02
2 08/01/1996 21,212.73 9,332.14 11,880.59 631,512.32
3 11/01/1996 21,212.73 9,154,23 12,058.50 618,588.19
1996 Totals 63,638.19 48,328.22 15,309.97
4 02101/1997 21,212.73 8,973.65 12.239.08 605,494.43
5 05/01/1997 21,212.73 8,790.37 12,422.36 592,228.81
6 08/01/1997 21,212.73 8,604.34 12,608.39 578,789,08
7 11/01/1997 21,212.73 8,415.53 12,797.20 565,172.96
1997 Totals 84,850.92 34,783.89 50,067.03
8 02101/1998 21,212.73 8,223.90 12,988.83 551,378,13
9 05/01/1998 21,212.73 8,029.39 13,183.34 537,402,24
10 08/01/1998 21,212.73 7,831.97 13,380.76 523,242.91
11 11/01/1998 21,212.73 7,631,59 13,581.14 508,897.74
1998 Totals 84,850.92 31,716.85 53,134.07
12 02101/1999 21,212.73 7,428.21 13,784.52 494,364,29
13 05/01/1999 21,212.73 7,221.79 13,990.94 479,640.09
14 08/01/1999 21,212.73 7,012.28 14,200.45 464,722.64
15 11/01/1999 21,212.73 6,799.62 14,413.11 449,609.39
1999 Totals 84,850.92 28,461.90 56,389.02
16 02101/2000 21,212.73 6,583.79 14,628.94 434,297.78
17 05/01/2000 21,212.73 6,364.72 14,848.01 418,785.21
18 08/01/2000 21,212.73 6,142.37 15,070.36 403,069.04
19 11/01/2000 21,212.73 5,916.69 15,296.04 387,146.59
2000 Totals 84,85092 25,007.57 59,84335
20 0 f 34 lUG 1 1995 ITEM 32
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CITY OF POWAY
Date Payment Interest Principal Purchase Oction
- 20 02101/2001 21,212.73 5,687.63 15,525.10
371,015.16
21 05/01/2001 21,212.73 5,455.14 15,757.59 354,672.00
22 08/01/2001 21,212.73 5,219.17 15,993.56 338,114,34
23 11/01/2001 21,212,73 4,979.67 16,233.06 321,339,36
2001 Totals 84,850.92 21,341.61 63,509.31
24 02101/2002 21,212.73 4,736.58 16,476,15 304,344.21
25 05/01/2002 21,212.73 4,489.85 16,722.88 287,126.00
26 08/01/2002 21,212.73 4,239.43 16,973.30 269,681,80
27 11/01/2002 21,212.73 3,985.25 17,227,48 252,008,64
2002 Totals 84,850.92 17,451.11 67,399.81
28 02101/2003 21,212.73 3,727.27 17,485.46 234,103,52
29 05/01/2003 21,212.73 3,465.42 17,747.31 215,963.40
30 08/01/2003 21,212.73 3,199.66 18,013.07 197,585,19
31 11/01/2003 21,212.73 2,929.91 18,282.82 178,965.77
2003 Totals 84,850.92 13,322.26 71,528.66
32 02101/2004 21,212.73 2,656.13 18,556.60 160,101.97
33 05/01/2004 21,212.73 2,378.24 18,834.49 140,990.58
34 08/01/2004 21,212.73 2,096.20 19,116.53 121,628.35
35 11/01/2004 21,212.73 1,809.93 19,402.80 102,011,99
-~004 Totals 84,850.92 8,940.50 75,910.42
36 02101/2005 21,212.73 1,519.37 19,693.36 82,138.17
37 05/01/2005 21,212.73 1,224.46 19,988.27 62,003,50
38 08/01/2005 21,212.73 925.14 20,287.59 41,604,57
39 11/01/2005 21,212.73 621.33 20,591.40 20,937.90
2005 Totals 84,850.92 4,290.30 80,560.62
40 02101/2006 21,212.73 312.99 20,899.74 0.00
2006 Totals 21,212.73 312.99 20,899.74
Grand Totals 848,509.20 233,957.20 614,552.00
LESSEE: CITY OF POWAY
Signature:
Name Printed:
Title:
Date:
21 0 f 34 AUG 1 1995 ITEM 32 I
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Lease #1308
EXHIBIT F
DESCRIPTION OF THE EQUIPMFNT
EQUIPMENT: ENERGY MANAGEMENT SYSTEM
LOCATION OF EQUIPMENT:
LESSEE: City of poway
Signature
Name:
Tifle:
Date:
'2
22 0 f 34 ~UG 1 1995 ITEM 32 ' I
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Lease #1308
EXHIBIT G
ACCEPTANCE CERTIFICATE
To Lessor: Southland Industries
C/o LaSalle Capifal Markets
410 - 17th Street, Suife 2080
Denver, Colorado 80202
In accordance wifh the terms of the Lease Purchase Agreement (the "Lease") dated July 15, 1995
between Southland Industries (the "Lessor"), and the undersigned (the "Lessee"), Lessee hereby certifies and
represents to, and agrees wifh, Lessor as follows:
1, The Equipment, as such term is defined in the Lease, has been delivered and installed at the
Equipment Location specified in Exhibit F - Description of Equipment to the Lease and accepted
on the date indicated below.
2. Lessee has conducted such inspection and/or testing of the Equipment as if deems necessary
and appropriate and hereby acknowledges that if accepts the Equipment.
3. No Event of Defautt, as such term is defined in the Lease, and no event which wifh notice or
lapse of time, or both, would become an Event of Defautt, has occurred and is continuing at the
date hereof.
LESSEE: City of Poway
Signature
Name:
Tifle:
Date:
13
23 0 f 34 ~Gl 1995 ITEM 32 I
EXHIBIT H Lease #1308
INSURANCE COVERAGE REQUIREMENTS
TO LESSOR: Southland Industries
clo LaSalle Caprtal Markets
410 . 17th Street, Suite 2080
Denver, Colorado 80202
FROM LESSEE: Crty of Poway
13325 Civic Center Drive
San Diego, California 92074-0789
SUBJECT: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with Article 8, Section 8.03 and Section 8.06 of the Agreement, we have instructed the insurance
agent named beiow (please fill in name, address and telephone number)
to Issue:
a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certfficate of Insurance and
Long Form Loss Payable Clause naming the Lessor and/or rts Assigns, as loss payee.
Coverage Required: Full Replacement Value
b. Public Liabilify Insurance evidenced by a Certfficate of Insurance naming Lessor and/or rts Assigns as
Additional Insured.
Minimum Coverage Required:
$500,000.00 per person
$500,000.00 aggregate bodily injury Iiabilrty
$100,000.00 property damage liabilrty
OR
2, Pursuant to Article 8, Section 8.03 and Section 8.06 of the Agreement, we are seff.insured for all risk, physical
damage, and public liabilrty and will provide proof of such seff-insurance in letter form together with a copy of the
statute authorizing this form of insurance.
3. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us.
LESSEE: City of Poway
Signature:
Name Printed:
Trtle:
Date:
"
24 0 f 34 AUG 1 1995 ITEM 32
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Instructions to Complete Form 8038-G
Please Complete as Follows:
1) Review the information entered for accuracy.
2) Enter your Employer Identification Number in Box 2.
3) Indicate in Box 4 the report number if you have previously filed an 8038-G in the
current calendar year. If this is your first filing this year, enter "1 ".
4) Have an authorized officer sign and date the form and type or print their name
and tifle.
Please return two original 8038-G Forms to LaSalle Capifal Markets. We will file the form wifh the
IRS and request an original, file stamped copy be retumed to maintain with the original documents.
Should you have any questions regarding this document, please feel free to contact us, at (800)
825-7505.
-
Sincerely,
LASALLE CAPITAL MARKETS
-
~UG 1 1995 ITEM 32 ~
25 0 f 34
FcIm 8038-G Information Return for TaX-Exempt Governmental Obllg3tions
(ROY. May 199:) ... Uncer Intimal Rlttenue Code sectian 148(e) eMS No. \545-0120
IiJo See separate InS'tnJdons.
C.oar'lmem Qf lnII7rllUl,rf (lIse Fo",., a038.GC if the issue prica is under $100.0,00.)
~11I'NI.:l......... SerYoc.
Fleoortino Author:t" If Amended Reru,"", :~ec,< ,"ere ~ C
1 I$suer's "at'Me ~ 2 LI.so.IfS am;::oy!!" ;centI:Jcz.::c:'l numOer
City of Poway
J N~:er anc so,,"! (or P.O. Cex if .":":a,Ji :$ not t:elj\l'erea to SOTeet aC:::-l!ss) F10CI":"'is...~e I 4 ~e~=:-:: num:er
,0-,- ~.,...; G1S q .
.~ City, town, state, anc Z!P c:::ce I 6 Care :f ;ssue
Poway, California 92074-0789
7 N~. cf Issue I 8 N~~S=~""'=ec
NONE Lease #1308
.~, .1 T pe ot Issue (chec~ aoolicabie box(esl and emer the issue rice)
IS3i.:! :.~:~
9 o ':ouc2!icn (at"'.ac!i sc:-:ec:..:Je-see ins!n:c::cns) . -
10 o Healt~ ard hes;:I!al (attach scoeeul~ea Instructions).
11 o iransocr-..3ticn
12 o Pui:lie safe~.
13 o E.1vircnmem Ctr:c~l.:C::;:-;; sewa;s :oncs)
14 o HCL.:Sir:g
1S o Unlit;es . . . . . . .-
16 l!X ethe,. Oese."oe (sas 'ns:c"c:::~s.: ~ Ener2v Mana~ement ~\!~~om $623 740.33
17 If oC:ji;2.::CMS are tax or cthe~ ,"e','9:::..;e ar:-:ic:;:aticr: :cnc=s. c~ec:{ ::lox ...... 0 .~~
18 If oc!ica::c~s a~! ~r tHe 'crr:1 of a :ease or :l"'1sraJln"':e::~ sale. c:-:ec~ ccx .. IiO<
Dese';cten of Obiica~icns
('1 I :~er:~ ,-ate I Ie: I Id) I I" I I~ I (gl
Mar..:,":'!y date Iuue :~ce S~tlC ,"ICerr:ct:o~ Wl!!'C:te Y!..c: ,".jelIMteres:
once It .'1"la<urr.y .V8l'3C!" ":";':',;;.':'/ e:::::
19 Final mat:..:r.ty. N/A i )i/A %i N/..l. I N/A ~Z;?~%,,~~gMff$(~~..
20 E:":.ire iss:.:e W.&~<'~,~~. I N/A I lOvea;s; :1/;" %. 01
"-:,. \ Uses oi Oricinai P'ceaeds of Bcnd Issue (includinc underwriters' discc~o~: N/..l.
21 1='~=C"~s usee fer ac=~..;ec ir::a:"'=s~ . ~2" ,
2: Issue .croce of er.-:;re iss!.:! (e!":t::"' a.-:-:ct..:r.t frcrr: line 20. c::::lumn (0)) .
2: Prcca9Cs us~ fer :cr:c issuar:cs ::s~s (ir:C~l.:cin6 unce!"..vriters' ciscountj 2~ I i
24 ~i"Cceec=s !Js~ fer c:-ecJt enl":ar:a:,,;,,;ent . 24 I II
25 P:'Cceecs ailc::a:~ to reascnat:y ,.ec~jrec rese~ve or re~jaceme!":t func 25 I I
25 Fi"Cceecs use: ~c rer:.;;:c pr:cr :s~-.;es 26 I ~
2, iC!ai (ac: lir.es 2:; ~;'rcuSr: 2Ei . " . 127 I
28 Ncrrefl..:r.cinc or::c!ecs of tr.e :ss;,,;e (s<.:ct."aC: lIne 27 from fir.e 22 2.nC enter an"':ount her!!! . 28
Ceserictien of Flefuncad Bonds (comolete this oart onl for retundinc bendsl /~.
29 E~:e' the re"aJr.lC; wai!;ht~ avera!;a matl.:nty of. tl1e bonds to .oe refunced .~ vea.rs
30 E:.ter :'"'le las. cate on whic~ tlie re!i..:ncec benes will oe caHee o~
31 E:":~::,, tl":e da!a{s: tr.e refl..'~cec ::::-:C5 were issuec ..
0- Misee!laneous
:2 E:iter :he amc:.;r.t of the sta!e '/C1L.:i."':e cae allocatee :0 the :ssl.:e o~ N/.':"
33 Emer the 8r.'eur.t ef the I:enes ees;;~ated I:y tl1e iss"e, unde, sac:ien 25:(b)(3)(E)(D(H1) (small So"., $61~,552.00
e,eect:eo) , . o~
3A Poeled finane:n,s: N/A
a Enter tt.e amount of the proceeds of ~:-:is issue thiit are to be used to miike loans to other governmental !Jr.:tz ..
b If this issue is a loar: mace fr:r.1 the preceees of ar:ctt':er tax.oaxempt issue, check cex ... 0 ar:d er:~a!' tr:e :":a::":e of the
iSsue, ~ and the data of tl1e Issl.:e ~
~S If :"e 'ssl..'er h2S !Iec:ec to oav a. :er:aJt'l in lie!"; of ."e:2te. c:"teck =>cx ~ 0
Ur.C!f ;:IlnaHlI!$ of ;:Ierlury, J Cec:are ::-:41~ ! r'lave examInee :I'll: ...t:.;m II'Id 41C::::lmpanym; SC."ecule.s II'IC S:.:rl:r.a. anc :Q ::-:e :eSI :1 ~'f (r.ow1ec;e
Ir'lC: 'Oelttt. :nt, are :I'\le. c:rrec:. ar:c C:rr.plele.
Please AUG 1 1995 ITEM 32
Sign
Here ~ t;1 ~~ica~ p.illtl! ~ TYC$ or :.--: .;.r."a Jl'1~ ::::e
26 0 f 34 ::icn Ac: NC:;:~, see pase , of the Jns~~c::icns" C.K ~c. 5J77:S F-:::~ SC3S.G ,~e"', 5-;::',
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Lease #1308
NAME OF COUNTY
In order to file the UCC-l 's included in these documents, we will need the county in which the municipalify
resides.
IT IS NECESSARY TO RETURN TWO /2\ ORIGINAL UCC-, FINANCING STATEMENTS TO LASALLE
NATIONAL BANK, AS WE FILE ONE WITH THE STATE AND ONE WITH THE COUNTY.
Please provide below and return with your documentation:
County : SAN DIEGO COUNTY
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,.
AUG 1 1995 ITEM 32 I
27 0 f 34
LESSEE INVOICE INFORMATION
LESSEE NAME: CITY OF POWAY
Agreement No. 1308
Purchasing Contact First M.1. Last
Phone Number Fax Number
Street Address and/or P.O. Box
City State Zip Code
Billing Contact First M.1. Last
Phone Number Fax Number
Purchase Order # and/or Reference #
Require Board Approval for Payments? Yes No
Board Meeting Date?
Require signed vouchers for payments? Yes No
(Send vouchers wifh documents if possible)
Addifionallnformation needed on invoices:
17
ITEM 32 I
28 0 f 34 lUG 1 1995
- -
ESCROW AGREEMENT Agreement No. 1308
LESSOR: Southland Industries
ESCROW AGENT: LASALLE NATIONAL BANK
LESSEE: City of Poway
THIS ESCROW AGREEMENT is made as of . 1995, among Southland Industries
("Lesso"'). Cny of Poway ("Lessee"), and LaSalle National Bank (the "Escrow Agent").
Lessor and Lessee have heretofore entered into that certain Lease Purchase Agreement dated as of July 15, 1995
(the "Agreement"). The Agreement contemplates that certain equipment described therein (the "Equipment") is .to be
acquired from the vendor(s) or manuJacturer(s) thereof.
After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee pursuant to the
terms of the Agreement.
Lessor shall deposn wnh the Escrow Agent the amount of $ of the Equipment cost (the "Net
Purchase Price") 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 hereinafter defined) is to be applied to pay the vendor(s) or manuJacturer(s) of the Equipment ns
invoice cost (a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee). In the event
the Net Purchase Price and the interest eamings thereon are insufficient to pay the aggregate Equipment cost (the "Gross
Purchase Price"), Lessee shall be obligated to remn from ns own funds any such excess costs. The Escrow Fund, including
the Net Purchase Price and interest earnings thereon, is to be held for the account and benefit of Lessee, and Lessee has
granted to Lessor a security interest in the Escrow Fund.
The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and
responsibilnies of the parties hereto.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Lessee hereby appOints Escrow Agent as ns escrow agent, and Escrow Agent hereby accepts that
appointment as escrow agent upon the terms and condnions set forth herein. The Escrow Fund shall be held for the
account and benefit of Lessee and Lessor and all interest eamed wnh respect to the Escrow Fund shall accrue to the benefn
of Lessee and shall be applied as expressly set forth herein,
To the limited extent required to perfect the securtty interest granted by Lessee to Lessor in the cash and
negotiable instruments from time to time comprising the Escrow Fund, Lessor hereby appoints the Escrow Agent as tts
security agent, and the Escrow Agent hereby accepts that appointment as securtty agent, and agrees to hold physical
possession of SUCh cash and negotiabie instruments on beha~ of Lessor.
2, On or subsequent to , 1995 as is determined to the mutual satisfaction of
the parties (the "Closing Date"), Lessor shall deposn wtth the Escrow Agent cash in the amount of the Net Purchase Price, to
be held in escrow by the Escrow Agent on the express terms and conditions set forth herein,
.-
18
29 0 f 34 MJG 1 1995 ITEM 32
On the Closing Date, the Escrow Agent agrees to accept the deposit of the Net Purchase Price by Lessor with the
Escrow Agent, and funher agrees to hold the amount so deposited together wrth all interest and other additions received wrth
respect thereto (the "Escrow Fund") in escrow on the express terms and conditions set fonh herein.
3. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that
express purpose, which shall be clearly ident~led on the books and records of the Escrow Agent as being held in rts capacrty
as Escrow Agent. Securrties and other negotiable instruments comprising the Escrow Fund from time to time shall be held
or registered in the name of the Escrow Agent (or rts nominee). The Escrow Fund shall not, to the extent permitted by
applicable law, be subject to levy or anachment or lien by or for the benefit of any credrtor of any of the panies 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 Escrow Agent in such
Qual~ied Investments (as hereinafter defined) as shall be spec~ied by Lessee in wrinen directions executed by Lessee from
time to time; provided, however, that no investment shall bear a yield per annum greater than the yield per annum borne by
the Agreement as calculated by the Lessor. The Escrow Agent will use due diligence to collect all instruments for the
payment of money comprising the Escrow Fund and shall promptly not~y the other parties in the event of dishonor. Interest
or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shall be deposrted in and
comprise a pan of the Escrow Fund. For the purpose of this paragraph 4, the term "Qual~ied Investments" means, to the
extent the same are at the time legal for investment of the funds being invested: (i) direct general obligations of the Unrted
States of America; (Ii) obligations, the timely payment of the principal of and interest on which is fully and uncondrtionally
guaranteed by the United States of America: (iii) Cert~icates of Deposrt, time deposrts, bank repurchase agreements or any
other interest-bearing banking arrangements with any banking instrtutlon (including the Escrow Agent or any bank with which
the Escrow Agent is affiliated) that is fully insured by the Federal Deposit Insurance Corporation, provided that such
cenificates of deposit or time deposits, bank repurchase agreements or other interest-bearing banking arrangements, ~ not
fully insured by the Federal Deposit Insurance Corporation, are erther (a) issued by national or state banks having caprtal
and surplus of at lease $100,000,000 and a rating of "A" or bener by any nationally recognized rating agency or (b) fully
secured by United States Govemment Obligations.
5. The Escrow Agent shall take the following actions wrth respect to the Escrow Fund:
a. Upon receipt of wrinen authorization and instructions from Lessor.illlll Lessee, which shall at a
minimum consist of (a) the Requisrtion Requesting Disbursement, a copy of which is anached hereto as Exhibit A, describing
the rtems of Equipment for which payment is to be made, executed by Lessee and certified by Lessor, (b) the vendor(s) or
manufacturer(s)' invoice(s) spec~ying the Gross Purchase Price, or pMion thereof, of Equipment described in the
Agreement, and (c) a UCC Financing Statement and/or Application for Cert~icate of Trtle, as applicable, covering the rtems
of Equipment, the Escrow Agent shall pay to the vendor(s) or manufacturer(s) of the Equipment payments then due and
payable with respect thereto.
b. In the event that Lessor provides to the Escrow Agent written notice of the occurrence of an event
of defaurt under the Agreement, the Escrow Agent shall thereupon promptly remrt to Lessor the Escrow Fund.
c. Upon receipt by the Escrow Agent of wrinen notice from Lessor that the Purchase Price has been
paid in full, the Escrow Agent shall apply the then remaining Escrow Fund, !iW., to all reasonable fees and expenses incurred
by the Escrow Agent in connection herewith as evidenced by rts statement forwarded to Lessor and Lessee: and, ~, to
prepay to Lessor rent payments due by Lessee to Lessor pursuant to the Agreement, as evidenced by Lessor's statement
submitted to the Escrow Agent, unless Lessor, by wrinen notice to Escrow Agent, authorizes Escrow Agent to pay any
remaining amount In the Escrow Fund directly to Lessee.
6. The reasonable fees and expenses, of the Escrow Agent incurred in connection herewith shall be the
responsibility of Lessee.
'9
30 0 f 34 AUG 1 1995 ITEM 32
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7. The Escrow Agent shall have no liabil~y for acting upon any written instruction presented by Lessor in
connection with this Escrow Agreement which the Escrow Agent in good fa~h believes to be genuine. Furthermore, the
Escrow Agent shall nol be liable for any act or omission in connection with this Escrow Agreement except for ~s own
negligence, willful misconduct or bad fa~h. The Escrow Agent shall not be liable for any loss or diminution in value of the
Escrow Fund as a result of the investment decisions (pursuant to Section 4, Qualffied Investments), made by the Escrow
Agent.
8. The Lessee hereby agrees to Indemnify and save the Escrow Agent harmless against any liabil~ies which
It may incur in the exercise and performance of ~s powers and duties hereunder, and which are not due to the Escrow
Agent's negligence or default. Indemnification for any tort shall be limited to the extent and in the amounts provided for by
Illinois law. No indemnffication will be made under this Section or elsewhere in this Escrow Agreement for willful misconduct,
negligence, or default under this Escrow Agreement by the Escrow Agent, ~s officers, agents, empioyees, successors or
assigns.
9. The Escrow Agent may at any time resign by giving at least 30 days' written notice to Lessee and Lessor,
but such resignation shall not take effect until the appointment of the successor Escrow Agent. The subst~ution of another
bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and
Lessee, In add~ion, the Escrow Agent may be removed at any time, w~h or w~hout cause, by an instrument in wr~ing
executed by Lessor and Lessee. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent
shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate
Its acceptance of such appointment by an instrument In wrifing delivered to Lessor, Lessee and the predecessor Escrow
Agent. Thereupon such successor Escrow Agent shall, without any further act or deed, be fully vested with all the trusts,
powers, rights, duties and obligations of the Escrow Agent under this Escrow Agreement, and the predecessor Escrow
Agent shall deliver all moneys and securifies heid by ~ under this Escrow Agreement to such successor Escrow Agent. The
Escrow Agent may resign at any time by giving thirty (30) days' prior written notice to Lessor. Lessor may at any time
remove the Escrow Agent as the Escrow Agent under this Escrow Agreement upon written notice. Such removal or
resignation shall be effective on the date set forth in the applicable notice. Upon the effective date of resignation or removal,
the Escrow Agent will transfer the Escrow Fund then held by ~ to the successor Escrow Agent selected by Lessor.
10. This Escrow Agreement and the escrow established hereunder shall terminate upon disbursement by the
Escrow Agent of all amounts contained in the Escrow Fund in accordance with Section 5b. or 50. hereof.
t1. All notices hereunder shall be in wrifing, sent by certified mall, retum receipt requested, addressed to the
other party at Its respective address stated below the signature of such party or at such other address as such party shall
from time to time designate in wrifing to the other parties; and shall be effective on the date of receipt.
12. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their
respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be
assigned without the prior written consent of Lessor.
13. This Escrow Agreement const~utes the entire agreement between the parties hereto with respect to the
subject matter hereof, and no waiver, consent, modffication or change of terms hereof shall bind any party unless in wr~ing
signed by all parties.
.-
20
31 0 f 34 AUG 1 1995 ITEM 32 1
Agreement No. 1308
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed
under seal as of the day and year first above set forth.
Lessor: Southland Industries
Signature:
Name Printed:
Tttle:
Escrow Agent: LASALLE NATIONAL BANK
Signature:
Name Printed:
Tttle:
Lessee: City of Poway
Signature:
Name Printed:
Title:
2'
32 0 f 34 IlJG 1 1995 ITEM 32
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Agreement No. 1308
EXHIBIT A ~..
TO ESCROW AGREEMENT
REQUISITION REQUESTING DISBURSEMENT
Draw No,
In accordance with the terms of that certain Lease Purchase Agreement ("Agreement") dated as of July IS, 1995
between City of Poway ("Lessee") and Southland Industrtes ("Lessor"), and further in accordance wifh the terms of that
certain Escrow Agreement dated as of , 1995 by and amount the Lessee, Lessor and
LaSalle National Bank ("Escrow Agent"), the Lessee hereby requests a disbursement Irom the Escrow Fund lor certain
Equipment costs. The Lessee hereby represents and warrants for all purposes that:
1. The amount to be disbursed is $
2, Payment is to be made to: Payee:
Description 01 Cost:
Dated: ,19
3, The amount to be disbursed const~utes the Gross Purchase Price, or portion thereof, of the Equipment cost, said
amount is required to be disbursed pursuant to an acquis~lon contract entered into therefor by and on behalf of the Lessee,
or was necessartly or reasonably incurred, and said amount is not being paid in advance of time, ff any, fixed for any
payment.
4. The Equipment relating to such Gross Purchase Price, or portion thereof, has been delivered and accepted or the
materials have been fumished for which disbursement is required.
5. No amount set forth in the Requis~ion Requesting Disbursement was included in any Requisition Requesting
Disbursement previously filed with the Escrow Agent lor which payment was actually made by the Escrow Agent.
6. Acquis~ion and installation of the applicable portion 01 the Equipment lor which payment is being requested has
been completed in accordance with plans and specffications approved by the Lessee and in accordance with the terms and
cond~ions of the acquis~lon contract. Said applicable portion of the Equipment is su~able and sufficient for the expected
uses thereof, but this statement is made without prejudice to any rights against third parties which exist at the date hereol or
which may subsequently come into being.
7. n the amount to be disbursed const~utes final payment lor all of the Equipment, there is attached hereto an original
of the Acceptance Certfflcate, as set lorth in the Lease Purchase Agreement, executed by an Authorized Officer 01 the
Lessee.
LESSEE: C~y of Poway LESSOR: Southland Industries
Signature: Signature:
Name: Name:
- Tnle: Tnle:
Date: Date:
22 ITEM 32
33 0 f 34 AU61 1995
This FINANCING STATEMENT is presented for filing and wilt remain effect I\! ',ith cenain exceptions for 8 period
of five years from the date I ling pursuant to section 9403 of the Califorr Jniform Commercial Code.
I. DEBTOR CU'T NAMI: l'T.''T'--f1'" AN IHDIVIDl.tAI..I 1 A. !IOC'AI.. 'I:Cu.,n 011 f'1I:DI:.AI.. TAX NO.
Cit
I.. MAILING ADDRn. Ie. cln. 'TAft
1332 . :3
2. ADDITIONAL DEBTOR (II'" ANY) (l..AIT NA...I: I'"lftS~1'" AN INDIVIQUAl..l 2A. SOCIAL KCUftlTY Oil "I:DIEIIAI.. TAX ""\oJ
2., MAILING ADORE.. 2c. CITY,IT"'TI: 2D. 2.1~ CODE
3, DEBTOR'. TRADE NAMEa OR aTYLES C'I'" ...NYl 3A. 1'"1[01':11...1.. T.... NU....IE"
4. SECURED "ARTY Southland Industries 4A. SOCIU &lcu_,n ..0 , '[Ol...1. T.'" "0
01 I""" TI""SIT ....0 "I.". "0.
"'....u: 3720 Industry Avenue
""II..IHO ....00111:.. ~
Lakewood California 90712 ,...
CITY 'T...n: ZI~ COO.
S. A..'GNltE 0,. aECURED PARTY 0" ...NYI SA. SOCI"\. IlCUlln..o I"[OllU T". "0
011""" TI""SIT ""0 "1".110
N"'MIE laSalle National Bank
.....II..INO ....0011... 120 S. laSalle St. #600/Attn: t1Jni Lease Ops 36-0884183
e,TV .TAft ZI.. COOl:
6. Thi. FINANCING STATEMENT covers the following type. or item. of property (Include description of reol property on which
locoted ond owner of record when required by instruction 4).
Energy Management System
(Agreement No. 1308)
7, CHECK ~: 7.. DEBTOR' (a, aIQNATU,U: NOT REQUIRED IN ACCOADANCE WITIoI
o ""ODUCTS OF COLLATERAL INaTRUCTION So ITEM:
Ir APPLICAILE t 7A. AU ALSO COVIEUD 0(1) (2) 0(3) 0(4)
I
8. CHECK ~: 0 DEIITOR 'a A "TRANaMITTING UTILITY~ IN ACCORDANCE WITH UCC I .108 (f) (n,
IF A"LICAILE I
.-- -. D"'''', C 10. THIS SPACE FOR USE OF FILING OFFICER
0 (DATE. TIME. FILE NUMBER
~ . AND FILING OFFICER)
IIONATUlllE'll 01'" OI:.To.l.) .
City of Poway I
TY~IE 0'" ~II'NT N.....lEl.) 0.. DIE.TOII,.) 2
~ :s
StliNATUJ!'IlIlO,..StcU.I:DP..."TYCII:S) 4
IS
Southland Industries
TY~E: Oil ~IIIHT N......., . II.... .'IIT 6
I I Return copy to: 7
NAME I I 8
ADDRESS laSalle Capital Markets
CITY 410 - 17th Street #2080 II
STATE Denver, CO 80202 0
liP CODE L - ~
FOFtM uee_'
Ap",o"e" lily ,lte Secretary of 5'''e
. lIUG 1 1995 ITEM 32
Ii,' Fll 34 of 34
,
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.