HomeMy WebLinkAboutOSHKOSH CAPITAL - 2004-07-19 l
CITY OF HUNTINGTON BEACH �- -
MEETING DATE: July 19, 2004 DEPARTMENT ID NUMBER: FD 04-020
Council/Agency Meeting Held: -
Deferred/Continued to:
pproved ❑ Conditionally Approved ❑ Denied Ci erk' ignat
Council Meeting Date: July 19, 2004 Departme Number: FD 04-020
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL ME EPZS
SUBMITTED BY: PENELOPE CULB ETH-GPAFT Administrat r
DUANE S. OLSON, Fire Chi
PREPARED BY:
SUBJECT: APPROVE EQUIPMENT LEASE/PURCHASE AGREEMENT WITH
OSHKOSH CAPITAL FOR TWO (2) FIRE ENGINES
F
atement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: It is proposed that the city of Huntington Beach enter into a five-year
equipment lease/purchase agreement with Oshkosh Capital in the amount of$874,249.70 for
the lease/purchase of two Pierce fire engines.
Funding Source: Funding will be from the FireMed Fund (50265402.85000) for a total
amount of$874,249.70. If the proposed lease/purchase is approved, this amount will be paid
in annual payments of$174,849.94 over a five-year period, beginning in FY 2004/05. The
FireMed budgets for FY 2003/04 and FY 2004/05 each include $207,204 for lease/purchase
of Fire Department apparatus.
Recommended Action: MOTION TO:
1. Approve and authorize the Director of Administrative Services, per Municipal Code
Section 3.02.060, to_e_n.___erjr#oaahed lease� rase„ageemetwtht i
Oshkosh Capital for two Pierce fire engines. The total amount of$874,249.70 will
come from the FireMed Fund; the maximum term of the agreement is not to exceed
five years.
2. Authorize the Fire Chief to execute all ancillary documents on behalf of the City,
without further_approval of City Council required, in substantially the same form as
the attached documents.
Alternative Action(s): Deny the request and do not purchase two replacement fire engines
at this time.
FD04 020 Oshkosh Capital Financial Lease for two Fire Engines 1
717I2004 3:29 PM 1
REQUEST FOR COUNCIL ACTION
MEETING DATE: July 19, 2004 DEPARTMENT ID NUMBER: FD 04-020
Analysis: The City Council approved provisions, in its FY 2003104 and FY 2004/05
budgets, for equipment replacement include $85,692 for the lease/purchase of a new fire
engine, and $121,512 for the leaselpurchase of one refurbished reserve fire truck, for a total
annual expenditure of$207,204. However, during this fiscal year, City staff was able to
accomplish substantial refurbishment of one existing fire truck without entering into a
lease/purchase agreement. At this time, Oshkosh Capital is offering a five-year
lease/purchase of two Pierce fire engines for a total annual expenditure of $174,849.94 per
year. This lease rate provides an annual savings of$32,000, or $160,000 over the five years
of the lease.
The fire engines to be replaced have been in service for 24 and 25 years respectively and
have over 100,000 miles each on them. Their reliability is critical to maintaining the City's
emergency response system, including medical, fire suppression, hazardous materials, and
rescue responses. Also, the City's current standard for fire apparatus replacement, which
follows National Fire Prevention Association (NFPA) apparatus standards, recommends
replacement of fire apparatus with 20 years of service. Recently, the Fire Department
experienced an axle failure with one of its 20-year old engines. The engine was fixed, and
then salvaged. In addition, the existing two fire engines the Department wishes to replace
have open cabs, which are not as safe as the enclosed cabs provided by the new models.
NFPA standards on fire apparatus require all new fire apparatus to have enclosed cabs.
A master equipment lease/purchase agreement is proposed for the replacement of the two
fire engines. This agreement has a value of$874,249.70 over a term of five years. The first
annual payment of $174,849.94 is not due until one year after approval of the agreement. As
referenced above, the FY 2004105 budget contains $207,204 in the FireMed Program budget
(account 50265403.85000) for the lease/purchase and refurbishment of Fire Department
apparatus. There will be no impact to the General Fund.
This lease/purchase agreement will allow the City to take advantage of competitive interest
rates that are currently available. The interest rate being offered is 4.25% for the five years
of the lease. With this interest rate, a five-year lease will allow the City to accrue substantial
savings over the term of the lease. Using this means of financing also allows the City to
maintain a more favorable balance in the FireMed Fund, thus providing additional accrued
interest on the fund balance. Also, at this time, the manufacturer is offering to waive steel
surcharges, which amount to $16,000 per engine, or $32,000 total. The manufacturer is also
offering a $12,000 discount for the purchase of two engines. These discounts are available if
the agreement is approved before August 2004 when additional steel surcharges take effect.
The master lease/purchase agreement is shown in Attachment 1. The Insurance and
Indemnification Waiver Modification Request (Attachment 2) allows for a waiver of the City's
reverse indemnification requirement.
Staff requests that Council approve the master lease/purchase agreement and authorize the
Director of Administrative Services to execute ancillary documents on behalf of the City in
FD04 020 Oshkosh Capital Financial Lease for two Fire Engines
7/7/2004 2:34 PM
REQUEST FOR COUNCIL ACTION
MEETING DATE: July 19, 2004 DEPARTMENT ID NUMBER: FD 04-020
Analysis (continued)
substantially the same form as set forth in the attached documents, allowing minor changes,
if any, without further Council approval, but subject to approval of the City Attorney.
Environmental Status: None
Attachments:
City Clerk's
Page Number No. Description
1 Master Equipment Lease Purchase Agreement with Oshkosh
Capital
2 Insurance and Indemnification Waiver Modification Request
RCA Author: Olson/Justen
FD04 020 Oshkosh Capital Financial Lease for two Fire Engines
7/712004 2:34 PM
ATTACHMENT # 1
MASTL.. LEASE — PURCHASE AGR.__MEN e a CUM Copynbin" &amino rhmmftftyeao�
Dated as of July 7, 2004
This Master Lease-Purchase Agreement together with all addenda, rid rs and attachments
hereto, as the same may from time to time be amended, modified or supplement ("Master Lease") is
made and entered by and between Oshkosh Capital ("Lessor") and the Les ee identified below
("Lessee"),
LESSEE: City of Huntinoton Beach
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule
signed from time to time by Lessee and Lessor.
2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular
and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by
Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as
the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that
each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms
and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment' means the property described in each Schedule,
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature
whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term")
commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof
and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and
performance in full of all of Lessee's obligations under the Lease.
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the
times as set forth in the Schedule A-1 attached to the Schedule ("Rent Payments"). A portion of each
Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent
Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of
Lessor(or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum
amount allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN
MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL
NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT
FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the
location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee.
Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in
the Schedule.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee
shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable
Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in
- 1 -
full, then Lessor will pay or use to be paid the costs of such Equipl t as stated in the Schedule
("Purchase Price") to the apt Ible Supplier. )
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions
established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the
following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default
shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder(collectively, the
"Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any
Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
Lessor's Liens); (f)all representations of Lessee in the Lease remain true, accurate and complete; and (g)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of
Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code
(UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duly authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS
Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information
previously identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL_ NON-APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted
the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the
fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each
fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to
make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor, Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases
shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent
Payments or other payments due under a Lease and if other funds are not available for such payments,
then a "Non-Appropriation Event" shall be deemed to have occurred. If a Non-Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non-Appropriation Event and provide
written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return
to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return
Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise
available, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected
Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under a Lease.
6.3 If a Non-Appropriation Event occurs, then, during the twelve month period following the
Return Date, Lessee agrees not to acquire (by purchase, lease or otherwise) replacement equipment
which is functionally similar to the equipment covered by such terminated Lease, or to appropriate funds
for the acquisition of such replacement equipment. Notwithstanding the foregoing of this Section 6.3, the
restrictions of this section 6.3 shall automatically and without further action of the parties be ineffective
and be deleted: (a) from any terminated Lease if the net proceeds of the sale of the returned Equipment
is sufficient to pay the Termination Value of the equipment as of the Return Date; or(b) from any Lease if
the application of the restrictions in this section 6.3 would not be permitted by then applicable law or
would cause such Lease to be invalid or unenforceable in any material respect.
7. NO WARRANTY BY LESSOR_ The Equipment is sold "AS IS". LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT
THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED
UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
- 2 -
OR OTHERWISE OR AS TO E EQUIPMENT'S.VALUE, DESIGN, C0- ITION, USE, CAPACITY OR
DURABILITY. LESSEE AG JES THAT REGARDLESS OF CAUSE, L_ SOR IS NOT RESPONSIBLE
FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE
AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties,
express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense_ Lessee agrees that (a)
all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
Suppliers selected by Lessee, (b) Lessor is not a.manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to
any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any
representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or
agreement made by any manufacturer or Supplier or any representative of said parties shall not be
binding upon Lessor.
8. TITLE; SECURITY INTEREST_
8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such
Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and
all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to
evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
(UCC) financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other
amounts due and payable under all present and future Leases and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising)of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be
deemed to be affixed or attached to real estate or any building thereon_
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and
maintain all Equipment in good condition and working order, in accordance with manufacturer's
instructions, and supply and install all replacement parts or other devices when required to so maintain
the Equipment or when required by applicable law or regulation, which parts or devices shall
automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner
in the normal course of its operations and only for the purposes for which it was designed in accordance
with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish
Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or
other service for any Equipment will be provided by Lessor_ Lessee will not make any alterations,
additions or improvements "Improvements") to any Equipment without Lessor's prior written consent
unless the Improvements may be readily removed without damage to the operation, value or utility of
such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
shall automatically become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
permanent base will not be changed from, the Location without Lessor's prior written consent which will
not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or
elsewhere during normal business hours to inspect the Equipment.
12, LIENS, SUBLEASES AND TAXES_
- 3 -
12.1 Lessee shall kern II Equipment free and clear of all Liens e—apt those Liens created under
its Lease_ Lessee shall not Slet or lend any Equipment or permit it tc ; used by anyone other than
Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon
any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when
due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such
Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present
and future taxes, levies, duties, assessments or other governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
limitation (a) sales, use, excise, licensing, registration, titling,.gross receipts, stamp.and personal property
taxes, and (b) interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall
relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under
any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section
13,
13.2 if a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the
same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13:3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair
("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
Rent Payment date, pay Lessor(i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in
the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less
than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or
losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of
any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions, expenses (including attorney's fees), damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14, INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks
of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable
to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not
include the payment of any premium for any liability insurance coverage for bodily injury and/or property
damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its sole
expense shall at all times carry public liability and property damage insurance in amounts reasonably
satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
property of others relating in any way to any Equipment. Proceeds of any such public liability or property
insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof.
Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any
-4 -
cancellation of such policy ar-+ will require that Lessor's interests remain .`cured regardless of any act,
error, misrepresentation, om �n or neglect of Lessee. The insuranc6 �intained by Lessee shall be
primary without any right of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as
there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than
all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS-IS, WHERE-IS,"without representation or warranty by Lessor, express or implied, except
for a representation that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND.:WARRANTIES. With respect to each Lease and its
Equipment, Lessee hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
binding obligation of Lessee, enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
open meeting, public bidding and .property acquisition laws) and all applicable judgments and court
orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not
result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature
which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease;
and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code,
and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the
Code, as the same may be amended from time to time, and such compliance shall include, but not be
limited to, keeping a complete and accurate record of any assignments of any Lease and executing and
filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information
statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
allow, any Lease to be an "arbitrage bond"within the meaning of Section 148(a) of the Code or any Lease
to be a"private activity bond"within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do(or cause to be done) any act which will cause, or by omission of any act
allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
income taxation purposes under the Code.
18_ ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise
dispose of, any Lease or any Equipment or any interest in any Lease or Equipment.
- 5 -
18.2 Lessor may ass' -1 its rights, title and interest in and to any ' se or any Equipment, and/or
may grant or assign a secun,, .Aterest in any Lease and its Equipment, ii. :hole or in part, to any party at
any time. Any such assignee or lien holder(an "Assignee") shall have all of the rights of Lessor under the
applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR
DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in
writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under
the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. Lessee shall keep a
complete and accurate record of all such assignments in the form necessary to comply with Section
149(a)of the Code. Lessee agrees to.acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease.hereby agrees that: (a) the term.Secured.Obligations as used in
Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the
Assigned Leases and to exclude the obligations of Lessee under any Non-Assigned Leases; (b) said
Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non-Assigned
Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to
the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an
Assignee pursuant to a written agreement; and "Non-Assigned Leases" means all Leases excluding the
Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or
more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent
Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any
such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe
any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any
other covenant, condition or agreement to be ,performed or observed by it under the Lease and such
failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any
statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee
pursuant thereto or in connection therewith proves at any time to have been false, misleading or
erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the
appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or
similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is
filed against Lessee and is not dismissed within sixty (60) days thereafter; or(f) Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lessor.
20, REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more
of the following remedies:
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then
currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal
year in effect when the default occurs together with interest on such amounts at the highest lawful rate
from the date of Lessor's demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth
in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
upon the premises where any Equipment is located and repossess such Equipment without demand or
notice, without any court order or other process of law and without liability for any damage occasioned by
such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or
more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain
the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
- 6 -
Section only to the extent thp' ch net proceeds exceed the applicable T 'Tination Value set forth in the
applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of
Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs
and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of
Lessor's actions under this section, including; without limitation, any attorney fees and expenses and any
costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any
other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall
operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT, If Lessor is entitled under the provisions of any Lease, including any
termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to
Lessor (all in accordance with applicable industry standards) at any location in the continental United
States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is
returned as required above, all terms of the applicable Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
Lessee's interest in such Equipment.
22. LAW GOVERNING. Each tease shall be governed by the laws of the state of the lessee (The
"State").
23. NOTICES, All notices to be given under any Lease shall be made in writing and either personally
delivered or mailed by certified mail to the other party at its address set forth herein or at such address as
the party may provide in writing from time to time. Any such notices shall be deemed to have been
received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business
day if sent by overnight courier, or on the day of delivery if delivered personally.
24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their
completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. Lessee shall indemnify,
hold harmless and, if Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers
and agents against all Claims directly or indirectly arising out of or connected with (a) the manufacture,
installation, use, lease, possession or delivery of the Equipment, (b) any defects in the Equipment, any
wrongful act or omission of Lessee, or its employees and agents, or (c) any claims of alleged breach by
Lessee of this Master Lease or any related document. "Claims" means all losses, liabilities, damages,
penalties, expenses (including attorney's fees and costs), claims, actions and suits, whether in contract,
tort or otherwise. Lessee hereby appoints Lessor its true and lawful attorney-in-fact (with full power of
substitution) to prepare any instrument, certificate of title or financing statement covering the Equipment
or otherwise protecting Lessor's interest in the Equipment, to sign Lessee's name with the same force
and effect as if signed by Lessee, and to file same at the proper location(s); and make claims for, receive
payment of, and execute and endorse all documents, checks or drafts for loss, theft, damage or
- 7 -
destruction to the Equipment der any insurance.
25_ SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience
of reference only and do not define or limit the scope of any provision of any Lease.
26.EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in
several counterparts, each of which shall be deemed an original, but all of which shall be deemed one
instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other
counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be
created through transfer and possession only of the counterpart marked "Lessor's Original."
27.ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits
attached thereto and made a part hereof and other attachments thereto, and other documents or
instruments executed by Lessee and Lessor in connection therewith, constitute the entire agreement
between the parties with respect to the lease of the Equipment covered thereby, and such tease shall not
be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any
provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition
without invalidating the remainder of the Lease.
City of HuntingtogZeach. Oshkosh Capital
("Lessee") ("Lessor)
Title: G . V1c(-S Title Funding Authority
2000 Main Street Two Miranova Place, Suite 1000
Huntington Beach, CA 92648 Columbus, OH 43215
AP VED AS TO FORM
j ER M RATH,City Attorney
l-llo
By L.c►"Mu6"
Deputy City Attoraff
- 8 -
True &Certified Copy
Information Leasing Corporation
LEASE SCHEDULE NO. 509880004 ct ..`_. t
,�-o ovu.c�
Dated As Of July 7. 2004 gy.
' ' ' -U1
This Lease Schedule (this "Schedule") is attached and made a part of the aster Lease-Purchase
Agreement referenced below, together with all exhibits, schedules, addenda, and of ttachments thereto,
executed by Lessee and Lessor (the "Lease"). Unless otherwise defined herein, capit
same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are
incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and
this Schedule, the terms of this Schedule shall control.
Master Lease-Purchase Agreement dated July 7, 2004
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2, RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the
commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1
attached to this Lease Schedule.
3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the
full Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if
funds are appropriated in each fiscal year by its governing body.
4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD
WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND
SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS,
WHERE IS'; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED
TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS
NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND
THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS
TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
6. RE-AFFIRMATION OF THE MASTER LEASE-PURCHASE AGREEMENT. Lessee hereby re-affirms all of
its representations, warranties and obligations under the Master Lease Purchase Agreement (including,
without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its
representations in Section 6.1 and 16 thereof).
0tv of Huntin ton Beach Oshkosh Capital
("Lessee") _ ("Lessor"),
By: By:
Title: I A J G�� Title: Funding Authority
ALIT` VEDAS'T'(-
H,
t�M�I�II
Cib*Au-r y
a:lvtt Uvtu
Schedule A-1
1. EQUIPMENT LOCATION S DESCRIPTION:
City of Huntington Beach
Equipment LocatioD Address: Eq i me t Location A dress:
N Oft
VIN# VIN #
Orange County
Two 2005 Pierce Quantum Pumpers
2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date: July 22, 2004
(b) Amount Financed:
i Equipment Purchase Price $ 731588.00
Sales Tax $ 54,979.26
ii. Purchase Price Deductions $IN
Prepay Discounts 4 '178.00
Trade In $0. 00
N. Total Amount Financed (Cash Sale Price minus $ 764.389.26
Purchase Price Deductions)
(c) Payment Schedule:
Accrual Date: July 22. 2004
Rent Payment Rent Payment Rent Payment Interest Termination
Number Date Amount Portion Principal Portion Value
1 7/22/2005 174,849.94 35,544.10 139,305.84 637,585.09
2 7/22/2006 174,849.94 29,066.38 145,783.56 488,885.86
3 7/22/2007 174,849.94 22,287.44 152,562.50 333,272.11
4 7/22/2008 174,849.94 15,193.29 159,6%65 170,422.32
5 7/22/2009 174,849.94 7,76923 167,080.71 0.00
City of Huntin ton Beach Oshkosh Capital
("Lessee") ("Lessor")
f �
By: By:
Title: �� 1 � $nV� Title: Funding Authority
j True&Certified Copy
Informafibn Leasing Corporation
VEHICLE SCHEDULE ADDENDUM
By-
Dated As Of,lulu 7,2044
(�— 17-0
Date �
Lease Schedule No. 509880004 Dated July 7. 2004 3
Lessee: City of Huntington Beach
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase
Agreement identified in the Lease Schedule ("Master Lease") by and between Oshkosh Capital ("Lessor")
and the above Lessee ("Lessee"). This Addendum amends and modifies the terms and conditions of the
Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease shall have the same meaning when used herein,
NOW THEREFORE, as part of the valuable consideration to induce the execution of the
Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under
applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted
by law,
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the
first and sole lien on or security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of the paragraph titled
"Insurance in the Master Lease shall be in an amount not less than $500,000.00 per person insured and
$1,000,000100 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a
bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be
reasonably required by Lessor)and $500,000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to
operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents
of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as
required by applicable State law with Lessor noted as lien holder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor,
the Schedule remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Huntington Beaph Oshkosh Capital
("Less ("Lessor")
By: 0_ By:1 ,G`�9 _; �
Title: 9 �1 4 i�� Title: Funding Authority
f
U D AS TOFORM
MOG .City Attmw
ie M-kihi l
Depyty City AtWmay 1
el 7y
RESOLUTION
Municipality/Lessee: City of Huntington Beach
Principal Amount Expected To Be Financed: $764^- 3� 89.26
WHEREAS, the Municipality is a political subdivision of the State in which Municipality is located (the
"State") and is duly organized and existing pursuant to the Constitution and laws of the State.
WHEREAS, pursuant to applicable law, the governing body of the Municipality ("Governing Body") is
authorized to acquire, dispose of and encumber real and personal property, including, without limitation,
rights and interest in property, leases and easements necessary to the functions or operations of the
Municipality.
WHEREAS, the Governing Body hereby finds and determines that the execution of one or more Master
Lease-Purchase Agreements ("Leases") in the principal amount not exceeding the amount stated above
for the purpose of acquiring the property ("Equipment") to be described in the Leases is appropriate and
necessary to the functions and operations of the Municipality.
WHEREAS, Oshkosh Capital ("Lessor') shall act as Lessor under said Leases.
NOW, THEREFORE, Be It Ordained by the Governing Body of the Municipality:
Section 1. Either one of the OR (each an
"Authorized Representative") acting on behalf of the Municipality, is hereby authorized to negotiate, enter
into., execute, and deliver one or more Leases in substantially the form set forth in the document presently
before the Governing Body, which document is available -for public inspection at the office of the
Municipality. Each Authorized Representative acting on behalf of the Municipality is hereby authorized to
negotiate, enter into, execute, and deliver such other documents relating to the Lease as the Authorized
Representative deems necessary and appropriate. All other related contracts and agreements necessary
and incidental to the Leases are hereby authorized.
Section 2. By a written instrument signed by any Authorized Representative, said Authorized
Representative may designate specifically identified officers or employees of the Municipality to execute
and deliver agreements and documents relating to the Leases on behalf of the Municipality.
Section 3. The aggregate original principal amount of the Leases shall not exceed the amount stated
above and shall bear interest as set forth in the Leases and the Leases shall contain such options to
purchase by the Municipality as set forth therein.
Section 4. The Municipality's obligations under the Leases shall be subject to annual appropriation or
renewal by the Governing Body as set forth in each Lease and the Municipality's obligations under the
Leases shall not constitute general obligations of the Municipality or indebtedness.under the Constitution
or laws of the State.
Section 5, As to each Lease, the Municipality reasonably anticipates to issue not more than $10,000,000
of tax-exempt obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds")
during the fiscal year in which each such Lease is issued and hereby designates each Lease as a
qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as
amended.
Section 6. This resolution shall take effect immediately upon its adoption and approval.
ADOPTED AND APPROVED on this 20
The undersigned Secretary/Clerk of the above-named Municipality hereby certifies and attests that the
undersigned has access to the official records of the Governing Body of the Municipality, that the
foregoing resolutions were duly adopted by said Governing Body of the Municipality at a meeting of said
Governing Body and that such resolutions have not been amended or altered and are in full force and
effect on the date stated below.
LESSEE: City of Huntington Beach
[SEAL]
Signature of Secretary/Clerk of Municipality
Print!Name:
Official Title:
Date:
7y A-:,rZDRAk`L11f
I\laT
CERTIFICATE OF INCUMBENCY
Lessee: City of Huntington Beach
Lease Schedule No.: 509880004 Dated: July 7, 2004
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the tittle stated
below, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions_]
Name Title Signature
Name. Title Signature.
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such
Lessee as of the date set forth below.
[SEAL]
Signature of Secretary/Clerk of Lessee
Print Name:
Official Title.
Date:
)CITY OF HUNTINGTON BEk _�1
La 2000 Main Street Huntington Beach California 92648
FJOa
Huntington Beach CENTRAL SERVICE DIVISION
July 22, 2004
Oshkosh Capital
Two Miranova Place#1000
Columbus OH 43215
Attn: Kim Simon
Re: Lease Purchase Agreement— Fire Engines
Dear Kim,
Attached is the signed original agreement for our two Pierce Fire Engines. To fulfill the
resolution section, I have also enclosed our Municipal Code 3.02.060 Equipment Leases along
with the Council Agenda and the Request for Council Action on the purchase of the Fire
Engines. The City of Huntington Beach is also requesting a letter from your company stating
that you will bond us. Please provide a copy of the agreement once it has been signed.
If you have any further questions, please feel free to call me at 714/374.1569,
Sincerely,
Marilyn Go stein
Buyer
mgoldstein@surfcity-hb.org
Document! 7l22/2004 2:17 PM
3A2050(a)(2)-3.02.060(t)(v) Hut 1W Beach Municipal Cade
(2) Submit to the Purchasing Officer specifications for the required goods and/or services.
(3510-10101)
(3) Participate in the evaluation of bids and proposals,as required. (3510-10101)
(4) Inspect goods delivered and services,other than professional services, performed to
determine conformity with the requirements set forth in the bid or proposal documents
and with contractual obligations,authorize payment for conforming goods and/or services
and notify the Purchasing Officer of nonconforming goods and/or services. (35io-iaci)
(b) Director of Administrative Services. The Director of Administrative Services shall be
responsible for the procurement of goods and/or services for the City in accordance with the
provisions of this Chapter. No procurement of goods and/or services shall be made by any
City employee independently of the Director of Administrative Services except in cases of
emergency,unless otherwise authorized in writing by the City Administrator. The Director
of Administrative Services shall: pmio-1oro1)
(1) Prepare and recommend to the City Administrator operational procedures and forms for
the procurement of goods and/or services in cooperation with the Department Directors.
(3510-10/01)
(2) Procure or supervise the procurement of all goods and/or services needed in coordination
with the department. (3510-IMI)
(3) Process the contracts awarded. (3510-10ro1)
(4) Whenever possible, establish standardized specifications and consolidation of
requirements for goods and/or services required by two or more departments. (3510-10/01)
(5) Determine the types and amounts of bid security and any performance security acceptable
for City procurements. (3510-10/01)
(6) Be the awarding authority for every procurement of goods and/or services for. (3510-10/01)
(i) which the City has an approved budget and sufficient unencumbered ('
appropriated funds; and(3510-10101) 4
(ii) wherein the cost of which will be fully paid or reimbursed to the City,
regardless of amount.(3510-10101)
(7) Review the results of all formal competitive bid and proposal solicitations for which the
City Council is the awarding authority. (3510-mm)
3.02.060 Equipment leases. Upon approval of the City Attorney,the Director of
Administrative Services may enter into contracts to lease equipment in the following
circumstances: (2259-z7s.2464-12180.3322-3196,3510-10101)
(a) Budgeted leases. There exists an unencumbered appropriation in the fund account for the
amount of the lease payments for the current fiscal year. (3322-3196)
(b) The annual budget for the fiscal year in which'the lease is or was entered into provides that:
(3322-3rss)
(i) The equipment may be leased; (3322-3196)
(ii) The useful life of the equipment, (3322-3196)
(iii)The lease term; (3322-3/96)
(iv)The annual lease payment; and (3322-3r96)
(v) Tl1e interest rate." (3322-3/96)
10101
FORM OF OPINION OF COUNSEL
(To Be Typed on Attorney's Letterhead Stationary}
Date:
Lessee: City of Huntington Beach
Lessor: Oshkosh Capital
Re: Lease Schedule No. 509880004 dated Jul 7 2 04 together with its Master Lease-Purchase
Agreement dated July 7. 20t}4, by and between the above-named Lessee and the above-named
Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease-Purchase
Agreement and all other agreements described above or related thereto (collectively, the"Agreements") and various
related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such
other documents as I have deemed necessary for the purposes of this opinion_
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of (the "State") duly organized, existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved, and executed by
and on behalf of Lessee, and each of the Agreements is a valid and binding .contract of Lessee enforceable in.
accordance with its terms, except to the extent limited by State and Federal law affecting.creditor's remedies and
by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of
creditors'rights.
4_ The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the
transactions contemplated thereby have been performed in accordance with all applicable Local, State and
Federal laws(including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge,there is no litigation or proceeding pending before any court,administrative agency
or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the
proper authorization; approval and execution of any of the Agreements or any documents relating thereto; the
appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of
Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986,
as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Attorney
xn c OFFICE OF
CITY ATTORNEY
Paul D'Alessandro,Assistant City Attome
P.O.Box 19U ry y
ry. 2000 Main Street Scott Field,Assistant City Attorney
Lee Burke,Deputy City Attorney
Huntington Beach,California 92648 John Fujii,Deputy City Attorney
Jennifer McGrath Telephone. (714)536-5553 Leonie Mulvihill,Deputy City Attorney
City Attorney Facsimile: (714)374-1590 Sarah Sutton,Deputy City Adomey
July 7, 2004
Oshkosh Capital
Two Miranova Place, Suite 100
Columbus, Ohio 43215
Re: Master Lease-Purchase Agreement dated July 7, 2004 between Oshkosh Capital as
Lessor, and City of Huntington Beach, as Lessee
Ladies and Gentlemen:
I am City Attorney for the City of Huntington Beach, California, a municipal corporation and
charter city duly organized and existing under and by virtue of the Constitution and the laws of
the State of California. This opinion is delivered in connection with the Master Lease-Purchase
Agreement between Oshkosh Capital (the "Lessor"), and City of Huntington Beach(the
"Lessee") dated July 7, 2004. All capitalized terms herein shall;have the same meaning as in the
foregoing Agreement.
In rendering the opinion set forth herein, I have made no search, inquiry, investigation or other
examination concerning the records or files of any court, public board or body, or other public
records, other than the Lessee, and my opinion as expressed herein does not extend to any matter
which might be disclosed as a result of any further search, inquiry, investigation or other
examination.
Whenever a statement herein is qualified"to the best of my knowledge," it is intended to indicate
that, during the course of my representation of the Lessee in connection with this transaction, no
information that would give me actual knowledge of the inaccuracy of such statement has come
to my attention. I have not undertaken any independent investigation to determine the accuracy
of such statements, and.any limited inquiry undertaken by me during the preparation of this
opinion letter should not be regarded as such investigation. No inference as to my knowledge of
any matters bearing on the accuracy of any such statements should be drawn from the fact of my
representation of the Lessee.
My opinion set forth herein does not extend to, and I express no opinion herein with respect to,
(a) any laws of any jurisdictions (including any federal law), other than the laws of the State of
California, and (b) any matters covered by the securities, usury or tax laws, decisions,rules or
regulations of any jurisdiction.
Based on the foregoing, I am of the opinion that:
g/m u l v i h i l l/0 4l a tters/os h ko sh
Oshkosh Capital
Page 2
7/7104
(1) Lessee is a public body corporate and politic, duly organized and existing under
the laws of the State, and has a substantial amount of one or more of the following
sovereign powers: (a)the power to tax, (b) the power of eminent domain, and (c)
police power;
(2) Lessee has the requisite power and authority to purchase the Equipment
referenced in the Agreement, to execute and deliver the Agreement, and to
perform its obligations under the Agreement;
(3) The Agreement and the other documents either attached thereto or required
therein have been duly authorized, approved and executed by and on behalf of
Lessee, and the Agreement is a valid and binding obligation of Lessee enforceable
in accordance with its terms;
(4) The authorization, approval and execution of the Agreement and all other
proceedings of Lessee relating to the transactions contemplated thereby have been
performed in accordance with all open meeting laws, public bidding laws and all
other applicable state laws: and
(5) To the best of my knowledge, and without exercising any investigation or due
diligence, there is no proceeding pending or threatened in any court or before any
governmental authority or arbitration board or tribunal that, if adversely
determined, would adversely affect the transactions contemplated by the
Agreement or the security interest of Lessor or its assigns, as the case may be, in
the Equipment.
Lessor, its successors and assigns, including without limitation any registered owners, and any
counsel rendering an opinion on the tax-exempt status of the interest components of Rent
Payments are entitled to rely on this opinion.
Very truly yours, f
V >
JENNIFER MCGRATH,
City Attorney
/lm
g/mul vihilU441ettersloshkosh
INSURANCE COVERAGE DISCLOSURE
Oshkosh Capital.LESSOR
gik of Huntington Beach, LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement
identified in the Lease Schedule ("Master Lease"), Lessee certifies that it has instructed the insurance
agent named below(please fill in name, address, and telephone number):
Marsh Insurance Services
Three Embarcadero Center 01300
San Francisco CA 94111
(413) 743-8690
to issue: (check to indicate coverage)
ea. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of
Insurance and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss
Payee.
Cov rage Required: Termination Vialue Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital
and/or its assigns as an Additional Insured.
Minimum Coverage Required:
$500,000.00 per person
$1,000,000.00 aggregate bodily injury liability
$500,000.00 property damage liability
Proof of insurance coverage will be provided to Oshkosh Capital, Two Miranova Place, Suite 1000,
Columbus, OH 43215, prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the
Agreement, that it is lawfully self-insured for: (check to indicate coverage)
a. All risk, physical damage in the amount specified in 1(a)above.
b. Public liability for not less than the amounts specified in 1(b)above.
Lessee has attached a signed letter describing self-insurance.
LESSEE: City of Huntington Beach
By: Title: 1, yc� um Svc,
INSURANCE INFORMATION
Please provide the following information to your insurance company to help
expedite receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• Oshkosh Capital must be named Loss Payee and Additional Insured
• 30 Days Notice of Cancellation
• Not Less than $1,000,000.00 limits on liability
• Certificate must reflect a short equipment description
• Certificate must reflect an expiration date
Certificate Holder Information:
Oshkosh Capital, its successors and/or all assigns
Two Miranova Place, Suite 1000
Columbus, OH 43215
Please send a FAX copy of certificate to Rebecca Odenwald at 1-800-678-0602.
The original should be mailed to the same at:
Oshkosh Capital
Two Miranova Place, Suite 1000
Columbus, OH 43215
Please call Rebecca Odenwald at 1-800-820-9041, ext. 4, if you have any
questions.
' True R W
information Leasing n
THREE PARTY AGREEMENT • 3 l '
Y
Dated as of July 7, 2004
"Lessee" means City of Huntington Beach Date SS- 1 -7 R°
"Schedule" means Lease Schedule No. 509880004 Dated July 7. 2004, together with its
Schedule A-1.
Reference is made to the Lease Schedule ("Schedule") and to the Master Lease-
Purchase Agreement ("Master Lease") identified in said Lease Schedule, described above
between Oshkosh Capital ("Lessor") and the Lessee identified above which relates to Equipment
described in Schedule A-1 to the Lease Schedule attached therein ("Equipment") to be supplied
by Pierce Manufacturing, Inc. ("Supplier"). For good and valuable consideration, receipt of which
is hereby acknowledged, Lessee, Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies
Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet
been accepted by Lessee for purposes of the Lease Schedule. Lessee agrees to execute and
deliver to Lessor a Delivery and Acceptance Certificate in the form attached hereto as Exhibit A
upon the circumstances set forth in said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below
if said Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $733,588.00
Vendor Discounts: $24,178.00
Advance Payment Date: July 22, 2004
3. Upon execution of the Lease Schedule and delivery of all documents relating thereto required
by Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor
agrees that it shall pay the balance of the Purchase Price (the "Amount Financed") stated below.
Lessee agrees that the Lease Term and Lessee's obligation to pay Rent Payments shall
commence on the date set forth in the Lease Schedule notwithstanding the delivery of the
Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0.00
Sales Tax: $54,979.26
Amount Financed: $764.389.26
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated
Delivery Date set forth below.
Anticipated Delivery Date: Februa 22 2005
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the
Outside Delivery Date set forth below and that such Equipment shall comply with all
specifications and requirements of Lessee and with the terms and conditions of any purchase
order/purchase agreement relating thereto.
Outside Delivery Date: April 22, 2005
}
5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment
(the Delayed Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date
with respect to such Delayed Equipment, then Supplier hereby agrees as follows only for the
Delayed Equipment:
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee
the Lessee Down Payment for.the Delayed Equipment plus interest at the Prime Rate
plus one percent (1%) per annum from the Advance Payment Date to the date of such
payment;
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor for
the Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one
percent (1%) per annum from the Advance Payment Date to the date of such payment;
and
(c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall
Street Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant
to the Lease shall be modified to reflect only the obligations due on the Equipment that was
delivered pursuant to subparagraph 4(b) of this Agreement. The new payment obligation will be
determined based on the amount financed for the Equipment delivered to the Lessee, and based
on the interest rate in effect as of the date of Lease commencement.
6. If Supplier makes the payments described in paragraph 5 above for the Delayed Equipment
under the circumstances set forth above and if Lessee has otherwise paid and performed its
obligations under the Lease Schedule as of such payment date for the Delayed Equipment, then
Lessee and Lessor agree that the. Lease Schedule shall terminate as of the date of such
payments by Supplier as to the Delayed Equipment only. Lessee's obligations shall continue
unabated for the Equipment that was delivered pursuant to subparagraph 4(b) of this Agreement.
7. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the
purchase order/purchase agreement for the Equipment remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below
hereby execute and deliver this Agreement as of the date first written above.
City,of Huntinatonl3each Oshkosh Capital
("Lessee") ("Lessor")
Title: Title: Funding Authority
Pierce Manufacturing, Inc_.
("Supplier")
By:
Title:
VFD AS TO FORM
t a' 2 Mco H,City Attorney
By L.eonie Muivihill
Deputy City Attorney
True& Certified Copy
Information Leasing C rporatiorl
E PARTY AGREEMENT ��
THREE gy, ,
Dated as of.fury 7, 2004
Date — [7_0
'Lessee" rneans City of Huhdngtan Beach .'
`Schedule" means Lease Schedule. No.. 50.0800 Dated July. 7. 2D04, together with its
Schedule A-1.
Reference is made to the Leese Schedule ("Schedule") and to the Master Lease.
Purchase Agreement ("Master Lease") identified in said Lease Schedule, described above
between Oshkosh Capital ('Lessor') and the Lessee identtfied above which relates to Equipment
described in Schedule A-1 to the Lease Schedule attached therein ("Equipment') to be supplied
by Pierce Manuf"actudnq,Inc. ("Supplier"). For good and valuable consideration, receipt of which
is hereby acknowledged, Lessee, Lessor and Supplier heroby agree as follows:
1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies
Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet
been accepted by Lessee for purposes of the Lease Schedule. Lessee agrees to exac_u P and-
deliver to Lessor a.-Caiivery..axad Acceptance Certificate in the form-attached hereto as Exhibit_
upon the circumstances.set forth in said Certificate:
2_ All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below
if said Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $733 86.00
Vendor Discounts: $24.178 00
Advance Payment Date: July-22, 2004
3. Upon execution of the Lease Schedule and delivery of all documents relating thereto required
by Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor
agrees that it shall pay the balance of the Purchase Price (the `Amount Financed") staffed below.
Lessee agrees that the Lease Term and Lessee's obligation to pay Rent Payments shall
commence on the date set forth in the Lease Schedule notwithstanding the delivery of the
Equipment at a later date.
Lessee Down payment: $a.00
Trade In: 40.00
Sales Talc: $54.979.28
Amount Financed: $7B4s369,126
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the AnticipatRd
Delivery Date set forth below_
Anticipated Delivery Date.- February 22, 2005
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no Ialer than the
Outside Delivery Date set forth below and that such Equipment shall comply with ail
specifications and requirements of Lessee and with the terms and conditions of any purchase
order/purchase agreement relating thereto.
Outside Dellvary Date: April 22 2005
d [ L'U ON NI10,?,.'u 3.1d31d
S. If for any reason whatsoever Supplier fails to comply with its agreements set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment
(the "Delayed Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date
with respect to such Delayed Equipment, then Supplier hereby agrees as follows only for the
Delayed Equipment:
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee
the Lessee Down Payment for the Delayed Equipment plus interest at the Prima Rate
plus one percent(1%) per annum from the.Advance Payment Date to the date of such
payment,
(b) On the Arst business day after the Outside Delivery Date, Supplier shall pay to Lessor for
the Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one
percent (1%) per annum from the Advance Payment Date to the date of such payment;
and
(c) "Prime Rate' means the prime rate of interest as published from time to time in the Wail
Street Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant
to the Lease shall be modified to reflect only the obligations due on the Equipment that was
delivered pursuant to subparagraph 4(b) of this Agreement. The new payment obligation will be
determined based on the amount financed for the Equipment delivered to the Lessee, and based
on the interest rate in effect as of the date of Lease commencement_
6. If Supplier makes the payments described in paragraph S above for the Delayed Equipment
under the circumstances set fora, above and if Lessee has otherwise paid and performed its
obligations under the Lease Schedule as of such payment date for the Delayed Equipment, then
Lessee and Lessor agree that the Lease Schedule shall terminate as of the date of such
payments by Supplier as to the Delayed Equipment only. Lessee's obligations shall continue
unabated for the Equipment that was delivered pursuant to subparagraph 4(b) of this Agreement,
7. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the
Purchase order/purchase agreement for the Equipment remain unchanged and In full force and
effect.
IN WITNESS WHEREOF, the duly authorized officsrs of the parties set forth below
hereby execute and deliver this Agreement as of the date first written above.
City of Huntingtnn Beach Dshkoyh_Qgpitaf
("Lessee") ("Lessor )
Title: _ Title: _ Funding Authority
Pierce Manufacturing IM
("Supplier")
f]
By:
Title:
�fi �i1JI'lC,J"I Ifir
Exhibit A
DELIVERY & ACCEPTANCE CERTIFICATE
Lease Schedule No. 509880004
Reference is made to the above Lease Schedule("Schedule"), which has been executed
and delivered by the undersigned Lessee ("Lessee") and Oshkosh Capital ("Lessor"). This
Certificate amends and supplements the terms and conditions of the Lease Schedule and is
hereby made a part of the Lease Schedule. Unless otherwise defined herein, capitalized terms
defined in the Master Lease-Purchase Agreement and the Lease Schedule shall have the same
meaning when used herein; provided, that "Equipment' shall mean the Equipment described in
the Schedule A-1 and in any attachment or exhibit to this Certificate_
Notwithstanding anything to the contrary, expressed or implied, in the Lease Schedule or
its Schedule A 1, Lessee agrees as follows:
1. ACCEPTANCE OF EQUIPMENT. As of the Acceptance Date stated below and as between
Lessee and Lessor, Lessee hereby agrees that: (a) Lessee has received and inspected all
Equipment; (b) all Equipment is in good working order and complies with all purchase orders,
contracts and specifications; (c) Lessee accepts all Equipment for purposes of the Lease "as-
is,where-is"; and (d) Lessee waives an:r' ht to revoke such acceptance.
ACCEPTANCE DA
Q�
1. RENT PAYMENTS. Lessee hereby agrees that Lessee will pay the Rent Payments for the
Equipment in the amounts and on the dates specified in Schedule A-1 to the Lease
Schedule_
City of Huntington Beach
("Lessee")
By:
Title: In1 n1C F/c�2.
} j
Form $03$-Ga Information Return for Tax-Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e) OMB No.1545.0720
(Rev. November 2000 ► gee separate Instructions.
O or the Treasury
Internaltemal Revenue Smec Caution:If the issue price fs under$700.000, use Form 8038-GC.
e
HKIM Reporting Authority if Amended Return, check here ► Ti
1 Issuer's name 2 Issuer's employer identification number
City of Huntington Beach 95: 6000723
3 Number and street(or P.O. box if mail is not delivered to street address) Roomisuite 4 Report number
2000 Main Street 3
5 City, town, or post office, state,and VP code 6 Date of issue
Hungtington Beach,CA 92648 7122/2004
7 Name of issue 8 CUSIP number
Lease 4509880004 None
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
Rebecca Odenwald ( 614 )2214261
Ty22 of Issue {check applicable box(es) and enter the issue rice) See instructions and attach schedule
11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . 11 nla
12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . 12 nla
13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . 13 nla
14 ® Public safety. . . . . . . . . . . . . . . . . . . . . . . . . 14 764,389.26
15 ❑ Environment(including sewage bonds) . . . . . . . . . . . . . . . 1s n1a
.16 ❑ Housing . . . . . . . . . . . . 16 nla
17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 nfa
18 ElOther. Describe ► nla 16 nla
19 If obligations are TANS or RANs,check box ► ❑ If obligations are BANS, check box ► ❑
20 If obligations are in the form of a lease or installment sale, check box ► ❑
LE TM Description of Obligations. Complete far the entire issue for which this form is beanq filed.
a Final maturitydate (c)Stated redemption (d)weighted
( } �1 price price at maturity average maturity (a)Yield
21 7/2212009 $ 764,389.26 1 $ 5 years 4.65 %
IMEM Uses or Proceeds of Bond Issue (including underwriters' discount
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . , t
nla23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . nla
24 Proceeds used for bond issuance costs Including underwriters'discount) . 24 nla
25 Proceeds used for credit enhancement . . . , . . . . . . 25 nla
26 Proceeds allocated to reasonably required reserve or replacement fund 26 nla
27 Proceeds used to currently refund prior issues . . . . . . . 27 nla
28 Proceeds used to advance refund prior issues . . . . . . . . . 28 nla
29 Total (add lines 24 through 28). . . . . . . . . . . . . . . . . . nfa
30 Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here . nI
a
WITWE Description of Refunded Bonds Com lete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► nfa years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► _.nla years
33 Enter the last date an which the refunded bonds will be called . . . . . . . . . . . ► nfa
34 Enter the date(s)the refunded bonds were issued ► nla
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 Net
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a nfa
b Enter the final maturity date of the guaranteed investment contract ► Na
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a nla
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer ► nla and the date of the issue ► nla
38 If the issuer has designated the issue under section 265(b)(3)(B)()(111) (small issuer exception), check box . . . ►
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . ► ❑
40 If the issuer has identified a hedge, check box ► ❑
Under penalties of per' I decl that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
and belief,they ue, err cro
Sign r t`
Here Zi OBE- r (.W\l
Signature of iss s authorized representative Date /Type or brint name and title
For Paperwork Reducti Act Notice, see page 2 of the Instructions. cat.No.63773S Form 8038-G(Rev. 11.2000)
TryaWN Copy
Inkardm
MASTER LEASE-PURCHASE ADDENDUM
Dated As Of 7/7/2004
Master Lease-Purchase Agreement Dated 7/7/2004
Date j"���
Lessee: City of Huntington Beach
Reference is made to the above Master Lease-Purchase Agreement ("Master
Lease") by and between Oshkosh Capital ("Lessor") and the above Lessee ("Lessee").
This Addendum amends and modifies the terms and conditions of the Master Lease and
is hereby made a part of the Master Lease. Unless otherwise defined herein, capitalized
terms defined in the Master Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution
of Leases, Lessor and Lessee hereby agree to amend the Master Lease as follows:
1. Section 24 of the Master Lease is deleted and replaced with the following:
24. FINANCIAL INFORMATION; INDEMNITY Within thirty (30) days of their completion in each
fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor's request
the publicly available annual financial information of Lessee. Lessee shall indemnify, hold
harmless and, if Lessor requests, defend Lessor and its shareholders, affiliates, employees,
dealers and agents against all Claims directly or indirectly arising out of or connected with (a) the
installation, use, lease, possession or delivery of the Equipment, (b) any defects in the
Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c) any
claims of alleged breach by Lessee of this Master Lease or any related document. "Claims"
means all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs),
claims, actions and suits, whether in contract, tort or otherwise.
2. Except as expressly amended by this Addendum, the Master Lease remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Addendum as of the date first referenced above.
City of Huntington B .ach Oshkosh Capital
(Lessee) ' (Lessor)/
By: ;0— By: i1-.- r
Title.- ' �� �� Title:
AP VED AS TO FORM
MyN I++`ac�CCUTAttaoaw
ie Mulvihill�� 1
FDepuky City At#oewy
ATTACHMENT #2
INSURANCE AND INDEMNIFICATION WAIVER
MODIFICATION REQUESTR
CEIVED
1. Requested by: Richard Amadril
2004
2. Date: June 29, 2004 lltoyt"UnAttorlPWS
Officeirag[or�8each
3. Name of contractor/permittee: Oshkosh Capital
4. Description of work to be performed: Build two Pierce XT Arrow tru le combination
pumpers
6. Value and length of contract: One year
6. Waiver/modification request: reverse indemnification
7. Reason for request and why it should be granted: Paragraph 13.4 of the Master Lease-
Purchase Agreement
8. Identify the risks to the City in approving this waiver/modification:
De 71ent Head-Signature Date:
'. APPROVALS
Approvals mtist'be obtained to he order_listed'oh :fgrrn.. Two appro+afs are requited
fora request to.be granted Approval from.the City'Atimin stratar s Qffice is only required if
`Risk Mara e�ient and the City Attorneys affrce cliSa ree.
9 g .-,
1. Rk*k Management
Approved ❑ Deniet�4
1;4 a
Signature Date
2. City Attorney's Office
pproved ❑ Derjd _
Signa ure Da
3. City Administrator's Office
Approved ❑ Denied
Signature Date
p `If apprt�ved;;the cam Ieted an+aiver/modifcatio.n request rs to'be, ubmatted to the
City At OM6y's Office along;with the cantrect for appro al Once the contrapt has been approved;
his form is to bo filed with the Risk Managern,4 siQ ivin.of Admini rvi strative Seces
Indemnification Waiver for fire trucks.doc 6/29/2004 4:40 PM
RCA ROUTING SHEET
INITIATING DEPARTMENT: FIRE
SUBJECT: APPROVE LEASE/PURCHASE AGREEMENT WITH
OSHKOSH CAPITAL FOR TWO 2 FIRE ENGINES
COUNCIL MEETING DATE: I July 19, 2004
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (wlexhibits & legislative draft if applicable) Not Applicable
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in NY by the City Attorney) Attached
Subleases, Third Party Agreements, etc.
Approved as to form by City Attorney Not Applicable
Certificates of Insurance (Approved by the City Attorney) Attached
Financial Impact Statement Unbudget, over$5,000) Not Applicable
Bonds (If applicable) Not Applicable
Staff Report if applicable) Not Applicable
Commission, Board or Committee Report (If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FO ED
Administrative Staff
Assistant City Administrator initial
City Administrator Initial
City Clerk ( }
EXPLANATION FOR RETURN OF ITEM:
Only)(Below Space For City Clerk's Use
RCA Author: Olson/Justen