HomeMy WebLinkAboutAGENDA REPORT 1992 0506 CC REG ITEM 08X •
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w,�•�% MOORPARK
\ 799 Moorpark Avenue Moorpark, California 93021 (805) 529-6864
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MEMORANDUM
TO: The Honorable City Council
FROM: Lillian E. Kellerman, City Clerk
DATE: April 30, 1992
SUBJECT: Consider Resolution No. 92- Approving Access
Finance as the Leasing Company for the Document
Imaging and Text Processing System
BACKGROUND
At its meeting of November 22, 1991, the City Council
authorized the lease/purchase of a Document Imaging and Text
Processing System, subject to the City Manager's review and
approval of the final language of the lease. The final
language of the lease has been agreed upon and the attached
resolution is required as an exhibit to the lease agreement.
It is anticipated that the "System" will be installed and
operating by June 1st.
RECOMMENDATION
Adopt Resolution No. 92-
MOORPARK, CALIFORNIA
City Council Mooing
of t�.% i 199 Z--
ACTION:e d
ter'
C:OptDskRe. lek
PAUL W.LAWRASON JR. JOHN E.WOZNIAK SCOTT MONTGOMERY BERNARDO M.PEREZ ROY E. TALLEY JR.
Mayor Mayor Pro Tem Councilmember Councilmember Councilmember
•
Printed On Recycled Paper
RESOLUTION NO. 92-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF MOORPARK, CALIFORNIA, RESOLVING TO ENTER
INTO A MUNICIPAL LEASE AND OPTION AGREEMENT
WITH ACCESS FINANCE FOR ACQUISITION OF A
DOCUMENT IMAGING AND TEXT PROCESSING SYSTEM.
WHEREAS, the City Council authorized the lease/purchase of a
document imaging and text processing system on December 4, 1991;
and,
WHEREAS, Access Finance requires a Resolution of the governing body
as an Exhibit to the Lease Purchase Agreement; and,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK,
CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. That this Resolution, along with the attached
Exhibit A, is hereby adopted.
PASSED AND ADOPTED this 6th day of May, 1992 .
Paul W. Lawrason Jr. , Mayor
ATTEST:
Lillian E. Kellerman, City Clerk
Exhibit A to Res. 92-
EXHIBIT L
RESOLUTION OF GOVERNING BODY; EXTRACT OF MINUTES
Lessee: City of Moorpark
Date of Agreement: May 20, 1992'
At a duly called meeting of the governing body of Lessee (as defined in the Agreement) held on
the day of , 1992 the following resolution was introduced and adopted.
RESOLVED,whereas the governing body of Lessee has determined that a true and very real need
exists for the acquisition of the Equipment described in the Municipal Lease and Option Agreement
presented to this meeting; and
WHEREAS, the governing 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 governing body of Lessee that the Municipal Lease and Option
Agreement substantially in the form presented to this meeting is in the best interests of Lessee for the
.• acquisition of such Equipment, and the governing body of Lessee designates and confirms the following
persons to execute and deliver, and to witness (or attest), respectively, the Municipal Lease and Option
Agreement, with such changes thereto as such persons deem appropriate, and any related documents
necessary to the consummation of the transactions contemplated by the Municipal Lease and Option
Agreement:
FURTHERMORE BE IT RESOLVED, that the governing body of Lessee hereby represents that
the reasonably anticipated amount of qualified tax-exempt obligations which have been and will be issued
by the Lessee does not exceed $10,000,000 for the calendar year within which this Municipal Lease and
Option Agreement is to be a"qualified tax-exempt obligation"pursuant to Section 265 (b)(3) of the Internal
Revenue Code.
(Name of Party to Execute Municipal Lease (Title)
and Option Agreement)
(Name of Party to Witness Municipal Lease (Title)
and Option 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 Municipal Lease and
Option Agreement is the same as presented at said meeting of the governing body of Lessee.
Secretary/Clerk
Seal:
Date
8
mAYMAY 04 92 "O3:48PM ACCESS COMPANIES.Ic FINANCE TO 14155436781 D 02 •
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AC IP LtASIWO CO4PCMTloor (•LIaISz•)
and
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MAY 4 '92 14:51 415 543 6781 PAGE.002
' YMAY 04 92 03:49PM ACCESS COMPANIES-- FINANCE TO 1414...1b7)=11. b3
P.3i7
Lease p462
This ttonicipel Lease and Option Agreement (the "Agreunant') enured into between Aea+as Loosing
corporation ("Lessor"), whose address is 501 Second street, Suite 390, San Francisco, California 91101 and the
city oflbozpark, ('Losse."), a body corporate and politic duly organised and existing ander the .laws of the
'tate of California ("state.). whose address is city manager. 709 lloorparc hinny*, )borpark. California 210213
t
werMraw, Lessor desires to lease the Equipment, as hereinafter defined, to 'Lessee, end Les.ee desires
to lease the Equipment frost Lessor, subject to the terms end conditions of and for the purposes set forth in
• this Agreements and
WHEATAS. Lessee is authorised under the Constitution and laws of the State to enter into this Agreement
for the purposes set forth herein/
si1t2'h!2lEF01L, for and in Consideration of the premises hereinafter contained. the parties hereby agree
es fellows'
i12Icie 1 - COV=IN21 or Lriim
section 1.01. is q; Leese:. Lessee represents. covenant• and warrants, for the benefit of
Leese and its assigaeets , as rolIowea
(e) Lessee is authorized under the Constitution and laws of the state to enter into this Agreement
and the transaction contemplated hereby. and to perform all of its obligations hereunder.
(b) Lessee has delivered to Lessor each of the closing documents (the 'closing DOasmenta') listed
in rhib in conjunction with the delivery of this Agreement.
AMIALS 2 - carZerritmaa
section 2.01, tions. unless the ebatext clearly etherwlse revives or unless otherwise defined
herein, the Capitals tats. in this Agreement shall have the respeotiwe meaning specified below.
'Code• awns the Internal Revenue code of 1926, as amended, and to the extent applicable, the
regulative' sed rulings Issued thereunder.
'flete4 date' is the date when the ter* of this Agreement begins and Lessee's obligation to pay rent
accrues, which date shall be May 20, 1922. '
-zquipeeet" means the property described in t. habit F and which is the subject of this Agreement.
'Tow fame" means the period between the Dated Data and the date of termination pursuant to Artiolt
4, Sectioa4.01 hereof.
"Pusw►ase felo(v' shall be equal to the sum of (s) the purchase Price, as shown on it E to be the
applicable price after the last prior Rental layeeet is and hie been aide. (b) see nterest thereon,
orlontated on a 750-day year for the actual days elapsed from the date of the lest prior rental payment, (c)
any unpaid chssges for or interest on late payments. and (d) any other amounts payable to Lessor hereunder.
•laatal. Paseemts" means the basin rental payments payable by Leasee pursuant to ytlibit E Of this
Agreement.
"?Metter• means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer.
ARMIC= 2 " ACQUISITION ala Lii*i or NQQDlaaol
Section 3.01. jeep's isyilt- lbguisititm of theCi�Nem Lessor hereby appoints the Lessee as
it. agent solely for the purpose Of acquiring U)eTgvitanent and ..aseehertby accepts such appointment. Lessee
and lessor 4111 do all things naoessary to affect tho acquisition of the Equipment free and clear of any
encumbrances and subject the same to the security interests contemplated hereunder. The Equipment .bell be
acquired pursuant to the Letset's specifications. Failure by the vendors to perform' shall not affect Lesser's
obligation to sake Rental Payeentn under this Agreement. Lessee agree. that the Equipment will be acquired in
accordance with the term., conditions and specifications therefor and on file with the lessor.
Seotiee 3.02. ,;,rase ofsgiseaas. Lessor hereby demises leases and lets to Leasee, and Lessee rent.,
leases and hires from Lessee, the ipment, in a000rdance with the provision. of this agreement for the teas.
Teas.
AauXCii 4 - xaa »I
section 4.01. Leese Tens,. This Agreement shall be in effect and shall eminence as of the Dated Date
and will remain in effect thrOughout the Lease Term. The Lease Tara will terminate upon the first to occur oft
(a) the ez.rniee by Lessee of the option to purchase the rgulpaunt ender Article I13 (b) Lesser's election
to terminate this Agreement upon s-default ander Aetsai. 13: (a) the peyeenc by Lasa' of all daubs required to
be paid by Lessee hereunder: or (d) the accurr nee of an Evens of enneppropriacion In acoordance with Article
6, section 6.01. ,
Apridu S - 1212010C1317 OF
ieetiee 6.01. Quiet YaLessor hereby covenants to previa. Lessee during the Lase Tena with
e ya
quiet use, and enjo .ant •
Of the �
t.
Section 5.02. Vie of the5go��smt. Lessee will not willingly install, use, operate or maintain the
Equipment improperly, 1
reless , In violation of any applicable law or in a manner contrary to that
contemplated by this Agreement.
Section 5.03. _ ey During the Lease Term, the Lessor and its officers, employees and
agents shall have the z gIT�T�Lr reasonable tilos during business hours to enter into and upon the property
of the Lame for the purpose of inspecting the Equipment and purchasing and maintenance recordspertaining to
the Equipment.
MAY 4 '92 14:52 415 543 6781 PAGE.003
MAYMAY 04 '92 03:50PM' ACCESS COMpRNIESIC FINANCE TO 14155436781 p.47704
section 5.04. �Sdald3a t im 390it IIID d 12)2 ISO 11(11013111211(1101311121V ZS er»
sot n
=AL num, Bt? . Y1dOO&IG1M 110 77 hf1!!MDIs 1 . L
MOW=O<ne&ZED, AN MO sam', tfilwe•, aziornOR, mooLtiffalasartORTIIIIRAI roe IPAUMINUA MOOS.OR
finceSO nap=Of RIR 2407371MOT, MANY Moot MA,Awn wag Amps=InteaCP5 Seel, is so oos igAm o. 71M1:Loma
LUAU via Taxmen •10 XS". In no avant shall the Lessor be liable for any loss or damage, lnnludinq
incidental. indirect. special or caas.quential damoga, in connection with Or arieinq out of this agreement or
the •Ristaac., furnishing. fuaetioning or the Lessee's use of any items or products or setvicee provided for
in tole agreement. Lessor •gree* to vas its best efforts to assist Lesson in gaining the cooperatieo of the
Vendor And/or Maeufasturec of the Equipment in providing warranty service or repleceeent of the equipment.
Equi;want shall be warranted to Lessee. ,
S ection 3.03. ties leasee may assert tloisu And rights that the Lessor may have against
Any Vendor of any port ono hiepipment.
11t'ICsi e - Mahn )7 11
section 4.01. . .1,11 Sete W cewstitiS, a :eat a se Tec Zt la intended the% the
obligation of Lessee to pay t e/ Payaedts t.reunoes u a current expense of lactam and not debt of Lessee
in contravention of any applicable limitations or requirements: however, Leases has mode its own deterstlsitioc
In that regard and Sa no way relies on Lessor for sueh daterrination. Nothing contained heroin shall bnnatitut■
A pledge of the general tax revenues, funds or monies of Lila... Lessee shall pay PAnul Payments exclusively
from legally available monis. from its general fund and such other [undo es may be designated by the Lessee Is
lewtol money of the united states of naerioe to Lessor et ita principal office, 120 south Lasalle stseet.
chicegv. Illinois or et such other place es Lessor may specify in writing (or, in the event of assignment by
tesaar, to its Assignee). in the amounts and no later then the dices set forth in Crhibit K attached hereto and
maga a part hereof. Lessee further auras to ferwrd Rental Payments to the Le mor or Its Assignee at least
tan {10) days prior to the due date thereof.
section 4.02. ;Ltcoes_t f oCcm *Ata. A portion of each Rental Payment is paid es interest,
and the balance of each u aytsant a pa as ;70=lial. exhibit t hereto sats forth the interest component
and the principal component of each Rental reptant during the le miners.
£eation 4.01. �semmode&to to b+v.ov4diticotll Ifgeebsr lssm e. Except as expressly provided
under this Agreement. t ogarfoa of Leila, to *. genu ayetAta, and to perform end cbeeree the
covenants and agreements contained herein. shall be absolute and snconditionel in all events and withent notice
or dmaend by Lessor, notwlthetandinq any dispute between Lessee and Lasser, any Vendor or any other parson.
Lessee shell not assert Any right of set--off or counterclaim against its obligation to maks pm/smote under this
igreesont. Leasee intends to do ell things lawfully within Its power to obtain and maintain funds frau which
the Rental Payments may be nage.
Section •.G1. oaRpQsnp��� If (a) sufficient funds an not appropriated for cental Paynents dun
in any fiscal year and tb) u Leasee sh.l1 have insufficient funds duly authorized for the Rental Payments or
other amounts payable hereunder is such Iireai year free other sources, an event of s)oaeppropriatioh shall be
dowsed to have oototred. The Lessee shall deliver natio* thereof to :le Lessor promptly. but not later than
thirty (30) days After an event of loaappropsietion. Upon the occurrente of an event of Monappropriation, the
Less.e agrees that the Lesser may reclaim pcaasssion of and title to the equipment and sake demand upon Lessee
for ismadlate payment of ell other amounts (other than subsequent Rental payments) then outstanding under this
Agreement.
r• ticle to the extent
11.DS permitted
irsd by law. Lessen agrees peaoeably to deliver the equipment in .eeordence with
Section 5.05. pposubetitoction. if en event of eonappropriation Occur., the Lessee hereby agrees, to
the extent permitted by law, not to purchase, lease or rant equipment perlozming funotioos similar to thou
performed by the Equipment for a period of one year following the date of such event.
Awl= 7 - T1717.1 10 144311oPtr SOCLOSIII TOTAXIS
S ection 7.03. Tit toe R4� +k. During the tern of this Lgraement, title to the equipment shall
✓est in Lessee, 'object to Lessors ig fa upon an tvent of Default os en event of ?roeeppropriation.
Section 7.02. Isatliixy Lesser grants to Lessor a security interest constituting a first lien
on the Equipment and on el. mlualcam, •ttechmente. aoveasioes and substitutions thereto. and oft any proceeds
therefrom.
Section 7.03• LIMA end tosoebreresa . 71t}oi Tirtupt. Leasee shall et all times keep the
Sgvipmont free of all liens and encumbrances Other than Lessor acuity Interest. L.sae. shell net, without
the prior written consent of Lessor, Attach the Equipment to real Wet* in any way that mould cause the
zquiyment to Maumee a fixture under the laws of the jurisdiction within which the Squipsent is located.
section 7.04. eocatten of Z. Louse shall maintain the equipment at the location specified
in 5xhibit F hereto and Tha11 not wave t e Lquipssnt without the prior written consent of Lessor, except during
the or nary use of the xquippolnt by Llai•, es epeaiflad in fzh bit A hereto; provided, however, that L..,
shall not move or use the equipment in any wny that would affectmsof's perfected security interest therein.
serrcti I - I0.TeferseSt 1100121===: 211=11; OW==UMW
Section 8.01. amain .. •ce •, • s • Iess*e will, at Lessee's own tort end expense.
maintain, preserve end . . pment . .... repo r, ...Acing order and condition. Losse. has no right of
set-off against eta Obligation to aura payments in the event the equipment is woe maintained prapariy.
Section 8.02, QiAglr aoeereee tai mad otil.tty fhergel. In the event that the nae.
possession or eaquisitiof o the Equipment is found to tubSiat to taxation in any forts (except for income
taxes, of Lessor), govrament chargers or utility charges and expenses, Lessem will pay ell such tared and chargee
as they coma dna.
faction 8.03. y}ewisiopy lsgaraat Isaerange. At its own expanse Lessee shill cause casualty, public
liability and property d Q's inaurenti 32 belf-Ineorance to be carried end maintained (end evidenced by
cestificetea delivered to Lessor throughout the Kase Sera) in the aaaunta and for the coverage set forth on
txh it n, provided that the amount of ceaualty and property degt insurance shall oat he lass than the them
applicable Purchase Price. All policies of insurance oovering the equipment shell show Leaser as joint loss
payee, and shall be oanoelahle only upon at least 30 dayz prior written notice to Lessor. Ali insurance
proceeds from casualty losses shall be payable as hereinafter provided in this Agreement.
Section 5.04. 1dvsAou Za the event Lessee shall fail to maintain the full insurance coverage
required by this Agremem t err sha11 fail to keep the equipment ingood rspeir and operating condition, Lessor
may (but shall be under no obligation to) purchase the required policies of insurance and pay the premiums on
the same or may maks such repairs or replacements as ere necessary and provide for payment thereof= and all
3
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MAY 4 '92 14:E4 415 543 6781 PAGE.004
MAYMAY 04 92'03 51PM ACCESS COMPANIES-IC FINANCE TO 141554-W81 'p 5705
amounts se advanced therefor by Lesser shall be repaid to Lessor, together rich interest thereon et the rate
"pacified is the second seating* of Article 13. "action 13.04 hereof.
Section 9.06. Vithout the prier written eonsant of the Lessor. the Lessee shall not
make any material alters% o . loatiens or attachments to the Equipment. All alterations, codifications
and attacMaate to the Equipment shall become a part of the tgvip ant and shall be subject to this Agr.ament
and the security interest of Leaser.
""ekes" 9 - palmate, 01 2}oesstmt alp o01[10 J vim Or Pa2CtEDi
section 9.01. pee� �d Lessee shall bear the entire risk of lose of the
tquipe,ent doe is easnal cone.d[iti oz oehi7e e. ai the equipment ox any portion thereof is destroyed
(in whole or in part) or is damaged by fico or other cesua ty, or (b) title to, or the tesperarY use of the
igoipuient er any part thereof is taken under the exercise of the power of eminent domain. Lessee shall
lesedietely notify Lessor. Lessee and Lessor will eau** the Wet Proceeds of any insurance alai*or condemnation
*ward to be applied either to the prompt repair, restoration. modification or replacement of the Lquipmen
at Lessee's option, to the payment in full of the Purchase Price. Any belance of the Met Proceeds remaining
after soon dark or purchase has been oompleted shall be paid to Lessee.
Por purposes of Article e, Section 9.03-, and this Article 9. the term •P=et Proceed"' shall Mas the
amount remaining from the gross proceeds of any insurance aisle or oomdemdsetion award after deducting all
expense. (including attorney's fees) incurred in the oolleotion of such claims or award.
section 9.02. rasaffieies of Net PreoN4e. If the Set Prooeads are insufficient to pay in fall the
root of any repair, restoration, Lien or replacement. Lessee shall either (a) complete the work and pay
any (net Ln excess of the *meant of net Proceeds, ox (b) Lessee shall pay to Lessor the Purchase Prior.
AlCaC Ili 10 - "MY CO9»1
section 10.01. S It is the intention of the Leasee amid the lessor that the interest
portion of the Rental Payment s received by the Lessor he and remain wallet from federal inecaa taxation;
however, Lessee has made its own deterainstion in that regard and in no way relies upon Lessor for such
determination. -lessee covenants that it will take (or refrain from taking. where appropriate) any end ell
action necessary to maintain the exemption from federal iaoeme taxation of the interest portion of the Dental
Payments, and that it will not perform any mat (or neglect to take en action) or enter into any agreement or
use or permit the use of the equipment or any portion thereof in a manner that shall hew the affect of
terminating the exemption Isom federal income taxation of the interest portion of the Rental Payments. incladinq
(without limitation) leasing all or any portion of the Lgnipmant or contracting to a third party for the use
ox operation of all or any portion of the xquipmens if enterinq into Ouch lasso or contract would have such
effect. In the event any court or governmental esthority having jorisdi&tion over Lessee or Lessor determines
that the interest portion of the Dental Payments is subject to federal income end if such determination
results. directly or indirectly, in whole or in part. from lessee's violation of this Section 10.01, Leese.
shall. upon deesnd, reimburse Lessor in en amount equal to such lost tax benefits on mental Payments made prior
to such detessinatioa of taxability, and subsequent Dental Payments shall be similarly adjusted.
SIM= 11 . M'5=MC= lliwTP: Pnf9il WMO2
section 11.01. urchase fichtg. Lessee shall he deemed to have purchased the Equipeent(a) upon
payment in full of all Dental Payments in accordance with Exhibit S hereof and all other amulet" payable
her ends: or (b) upon written notice delivered at least 10 ,Lys la advance of the proposed date for payment.
end upon the payment on sash date of the purchase Prion.
section 11.02. Partial Prapayemata. Lessee may sake partial prepeyeents of the Tarohase Price, in ■
aini om ""want of ten percent (fee) of the original principal amount shown en ibit Tf at the time of any
Rental Payment. Any prepayments may, at Lessor's option, be applied to short Lease Sera. Accordingly.
Lesser shall apply such prepayments, at Lessor's option, either (a) to the principal portico of the Purchase
Price, thus sot affecting the Lease Term, or (b) to the principal portion of Rental Payments euhaequeatly due,
in the lever** order of their due data, thus shortening the Lase Tarn. In either' ease, (a) interest shall
cease to accrue on principal amounts so prepaid, and (b) Lessor shall deliver to Lessee a revised yxh(ibit E
reflecting ■ueh prepayment. if appropriate, in teaser's Judgment, partial prepayments may entitle /Lessee to
a release on any security Internet on portions of the equipment.
ANTIC= 12 -miccomamm saazsaailG. lrpoliarlOWSOM, loweaaati10 AHD AC112110
Section 12.01. >18934 t ar 24-1,A TT Lessor.
(a) This Agreement, and the obligations of Leasee to make payments hereunder, say be sold, assigned
or otherwise disposed of in whole or in part to one or sore successors, grantees, holders, assignees or
subessignee■ by Lessor, whereupon such successors. grantees, holders, assignees or subassigneee shell succeed
to all of Lessor's rights and (except to the extent of eny servicing obligations retained by Lessor) obligations
hereunder. Deee any sale, disposition. assiqnient nr reassignment. Lessee shall be provided with a notice of
the sane: provided, however, that failure of lessor to provide such notice shall not affect the validity of such
sale, disposition, assignment or ram■element or Lassoes obligations hereunder. During the Term of this
Agreement, Lessee and any servicer :hall each keep a complete end accurate register of all such as.ignsenta is
fors neeessory to &ly with Section 149(a) of the cede•
(b) Lessee agrees to ..eta all payments to the assignee designated in the sa.ignm.nt, notwithstanding
any claim, defense, setoff or counterclaim whatsoever (except arising from Lessor's breech of this Agreement)
that Lessee say from time to time have against Lessor or Vendor. Lessee agrees to a acute all documents,
including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested
by Lessor or sasignee to protect its interest in the Lquipsent and in this Agreement.
(c) Lessee hereby agrees that lessor may sell or offer to sell this Agreement (1) through a certificate
of participation program, whereby one or more interest. are created in the Agreement, the equipment or the
]ental Pey anal as (ii) with other •Sailer instrve.nts, e4raaments and ebligetiens through a pool, tryst,
limited partnership, or other entity.
Section 12.02, no sale aaaigowat o Rableseteg by Zeseee. This Agreement and the interest of Lessee
in the tgnipsent say not be soil, assigned or encucoered Lay Tease& without the prior written ooneent of Lessor.
Section 12.03. &}3eese and Iaelesaisiae ..�gp 4oveuants. 20 the extent permitted by the laws and
Constitution of the State, Lessee shell protect old Km vas and indemnify Lessor from and against any and
all liability, obligations, losses, claims and damages whatsoever. regardless of cense thereof (except those
resulting from Lessor's intentional OF grossly negligent acts or omissions), and expense" in .onn.otien
therewith. including, without limitation. counsel fees and expense.. penalties and interest arising out of or
4
MAY 4 '92 14:55 415 543 6781 PAGE.005
MA*AY 04'92 03r53PM ACCESS COMPANIESIC FINANCE TO 14155436781 p.57706
as the moult of the entering into of this Agreement, the ownership of any eta of the rgnipaeac, the ordering,
acquisition, oma, operation, condition, purobaae, delivery, rejection, storage or return el any item of the
M
Lgtipnt or any accident in connection with the operation, us*, condition, possession, aterage or return of
any item of the equipment. The indemnification arising under this paragraph shall survive the t.setnation of
this Agreement.
&woo s 13 – IMMO oT maME= AND lfAMMU:14
Section 13.01. twat. or L:afakt,. The following constitute 'Events of Default' under this Agraenents
(a) failure by the Lessee to pay any Rantal Paymeat er other payment required to be paid hereunder when
dos for a period of I3 days after written notice lo glvea to the leasee by the Lassor, wpeoifying such failure
and requaatinq chat it be raeediede or
(b) failure by the Lessee to maintain insurance or self–insurance on the Equipaent in a000rdanae with
Article B, Section 1.03. hereof for • period of 15 days after written notice is given to the Lammed by the
Lessor,' 'pacifying such failure and requesting that it be remedied: oz
(C) !allure by the Lessee to observe and perfosm any ethar comment, oomdition or agreanent on its part
to be observed or performed for a period of 30 der, attar written notice is given to the Lessee by the Lessor,
specifying such failure and requesting that it be remedied; or
(d) oommenoemant of■ proceeding under any f•d•ral ar state bankroptey nr insolvency law seeking relief
under such laws mmoarning its indobtadaast: or
(a) the making of any material misrepresentation herein or in any document delivered by Leasee to
Lessor.
If a default specified in (el, (b) or (a) above cannot be cored within the applicable period, Lessor
will not unreasonably withhold its consent to an •:tension of tine to core. but only if portent'," action 1e
c mmanc d by Leasee turipi the applicable period and diligently pursued until the default is cared.
Las•• shall give Loeser written notice of the occurrenoe of any Event of Default or any event which,
with the giving of notice, or the passage of time, or both. would constitute an f vent of Default, pra.ptly, but
in no event later than five (3) days after such occurrence.
The foregoing provisions of this Section are in addition to the provisions of artiei& 5, /motion e.04
hereof.
fiction 13.02. 6n nsfau3t. Whene,ar any went of Default shall have occur-tad and be
continuing, the Lessor she have ENO right, at its sold option without any further descend or notion, to take
any one or any combination of the following remedial stapes
(a) Terminate this Agreement and retake ppoossession of the tquipment wherever situated, and sell or
loam. Nubile*** or make other disposition of the Lgnipaent for nae over a tern in a commercially reasonable
Branner, all for the account of ;Assort and declare thhe amount actually appropriated for the purobase or rontal
of the Equipment and Unpaid by Lasso* during the current (local year to Mt immodlately due and payable.
Lessor shell apply the sale proceeds in the following Mannar:
TIR3TLY. to pay all proper and reasonable costa and expenses assoelated with the recovery,
repair, storage and sale of the Equipment, including reasonable attorney's lees and expanse.;
SECONDLY. to pay the Lassor (1) the amount of ell unpaid Rental Payments, if any, which are
then due and owing, together wit
lntareat and late charges thereon, (it) the then applicable Purchase Price
(taking into account the payment of past due Rental Paynenta as aforesaid), plus a pro rate allocation of
intermit, at the rata utilized to establish the interest Component for the Rental Payment hoot doe, from) the
nast preceding due date of a Rental Payment until the date of payment by the buyer, and (iii) any other amounts
due hereunder.
oNixott. so pay the remainder of the sale p—'==, purchase moseys or other aoonnta paid by
a buyer of the Equipment, to the Lassa*; or
Co) proceed by appropriate court action to enforce performance by the Lessee of the applicable
covenants of this Agreement or to recover for the broach there. : or
(c) use or retake such portion of the ;quipaant as the Lessor, in its sole discretion, may decide.
All of the Lessee's right. title And interest in the Equipment shall terminate immediately? upon the
occurrene. of an event of Default yr Event of wonappzopriation.
;Notion 13.03. Rotors ad_fe(m!pm)eaOUpon an tvnt of Default, Lassos agrees to deliver the Equipment
to Lessor, at Lasses'a foie t6ILr Ano eapensi, to a location specified by Lessor within the "tote of California.
Section t3.04. Ihtarrt ee to • Motel ntal Payment not paid on the due date
thereof shall bear a late rge ars P
as an additional finance charge. eta rimmed,
charge ■hall accrue on the entire unpaid principal portion of the Purchase Price from the data the unpaid Rental
Payment was due until payment at • rate icalculatad on a 310-day year for the actual days elapsed) equal to the
lesser of (a) eighteen pareant (161), or (b) the highest rate allowed under the lawn of the State.
Section 13.03. Toros Itaiourp. If by reason of force gi]eoro Lasaa* is unable in whole or in part to
carryout its agraesett nd its part herein aontain•d, other than tie obligations on the part of Lessee contasnad
in Article 6 and Article Y, Section 5.03. hereof, Leased shall not be doomed in default during the cootinuanoe
of such inability. She taro 'form u}eure' is used herein shoal Baan, without limitation. the followings oats
of nod, atrikas, lockouts or other industrial distarbanceei acts of publio .neem, order or rastraincs of any
kind of the government of the United States of America or the Static or any of Wools depertaents. agencies or
officials, or any civil or military authority; insurz•ationsy riots: land;lidee; earthquakes, fires; storms:
drought*: floods: or erplosions.
3
MAY 4 '92 14:56 415 543 6781 PAGE.006
MAYMAY 04_'92__03:54PMACCESS COMPANIESIC FINANCE TO 14155436Ml P 7i7y
Mrx a •
It -1GstAi$IfiOQR
section 14.01. All notices, certificates Or other Cosaunieationa hare:ador shall be
sufficiently given end ala 1 be hard given when delivered or wailed by registered axil, postage prepaid, to
the parties tt the addresses set forth on the first pogo hereof. to addition, copies of all natio*. to Lessor
or its Assignees shall be given. as provided above, to Lessor or its Assignee at 410 17th street. Suit. 7050.
Denver, co $$00202.
Section 14.02 papeessnesti_ . Tor the purpose of the less., the City Manager or his deaiga.4e shall
be the Lessee's rapresen • s matter and the vice President of the Assignee shall be the Lessor's
representarive.
Section 14.03. 11:6114%. This Agreement shall inure to the benefit of and shall be bindin* upon
Lessor end Leases And their rorpevtiye encodeeore and assigns_
Suction 14.04. In the event any provision of this Agreement shall b. bald invalid or
unenforceable by any court tent jurisdiction, such holding shall not invalidate or rendes unenforceable
any other provision hereof.
Section 14.01. fataerpoeatfm b:_li.teggiw. All fahibits and Attachment, hereto are incorporated
herein.
section 14.04 e.44oe to 4o:ot.rs4ris. This Agreement may be executed in several counterpane.
Section 14.07. Apt1t'.R44: taw. This Aoreamant shall be governed by and oonatrued in accordance with
the lays of the state.
Section 14.02. lebtre This Agreement constitutes the entire aqz t between lessor and
Lessee. No waiver, concent. s+oai[loifion ae eh•age of tares of this Agreement ,ballbind either party unless
in writing alirnsd by both portion.. and then such waiver, oonsent, modification or obange shall bit of ive only
in the specific instance and for the specific purpose given. There are no understendinge. agreements,
representations or warranties, empress or implied, not specified herein regardinq this lyreeerne or the
Equipment leaned hereunder. My terms end condition, of any purchase order or other deco/met submitted by
Lessee in oonneotion with this Agreement which are lb addition to or inconsistent with the terns and canditinne
of this Agreement will not be binding on Lessor and will not apply to this Agreement. Leas.* by the signature
below of its authorised representative acknowledges that It has rad this Agr..eeot, understands it, and egress
to be bound by its teras and conditions.
emotion 14.00. pa wet waiver. No remedy herein conferred upon or reserved to the Lassos
is intended to be emclori Asa every 4 n Tomboy Aka.11 be cumulative and shall be in addition to eavvserzyy other
remedy given under this Agreement or now or hereafter existing at law or in equity. No delay in antoroina any
zaoedq available to Lessor shall constitute* velvet thereof. No miner of any tarn or provision hereof shall
be effective egainss Lessor unless in writing, signed by Lee.or.
section 11.10. Vries. If either Lessor or Lessee initiates en Action to*Theorem, the terms hereof or
deoiare rights hareuadar,`!he parties agree that the venue thereof shall be the County of venture, State of
California.
IX WITWCaa wfntsbwf, Lessor hes .scouted this Agrooment in its oorporate name, ett.etud by its duly
authorised oftioere.. and Le eau has caused this Agreement to be executed in its oerpercte name, attested by its
duly authorised officers. All of the above occurred as of the date first written oft the heading hereof.
LESS0e: ACCRSS LD.SIXO CORPORATION
witness t
By' Dye
Title, Title: -
LESSEE: CITY Of MOOSPAmr
witness:
Ay, by,
Title, Titles
f
May 4 'q14: 7 415 543 6781 PAGE.007