HomeMy WebLinkAboutCommunity First National Bank - Lease Schedule Dated 2/22/2016 - Fire Department Equipment-o
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ExnrsIr A
Lease Schedule
MasreR EqunveNr Lpnse-PuncHASE
AcReBvBNTNo.:
Dare o¡ Masr¡R EqurrveNr LnRsI-PURCHASE AcRspl¡Ettt:
LpRsp ScHeoulpNo.:
Darp o¡ Lsass Scusoulp:
NorrrrceuoN DATE:
Lpss¡e: CIrv o¡' Fn¡s¡¡o
FRECA2OI5-O4E
Apzur 1,2015
04
Fnenurny 22,2016
FesRuaRy 78,2016
l. DescnrprroN oF THE EeUTPMENT:
3000 GelloN WATER TpNouR ou KeNwoRru CuRssts. together with all accessories,
attachments, substitutions, and accessions. Described more particularly below
2. EquteveNr LocRrroN: VARIous rHRoucHour rHE cITy oF FRESNo, CA
As provided in Paragraph 3l of the Master Equipment Lease-Purchase Agreement, Lessee authorizes Lessor to
insert serial numbers and additional description details of Equipment when determined by Lessor.
Suppuen DrscRlprorrr or Ururrs oF EeutpMENT VIN/Se nrnr- NuMeensl
Smeal Fíre Aoparatus
20L5 Smeal Aerial/ Ladder Truck on
Spartan Chassis
4S7AXZE959CO79884
Smeal Fire Apparatus
20L6 Smeal 3000 Gallon Water Tender
on Kenworth Chassis
38K8U0X6GF1.1.6307
3. The Rental Payments shall be made for the Equipment as follows:
8/22/20t6
2/22/2077
8/22/2077
2/2212Ot8
8/22/2078
2/22/201s
8/22/2079
2/22/2O2O
8/22/2020
2122/202r
8/22/2027
2/22/2022
8/22/2022
2/22/2023
8/22/2023
2/22/2024
8/22/2024
2/22/2O2s
8/22/2O2s
2/22/2026
Totals
578,397.67
Slg,zgt.øl
Slg,zgl.al
578,397.67
Sls,zgl.ol
Slg,ggl.6l
518,397.67
Slg,tgl.øl
578,397.67
578,397.67
578,397.67
579,397.67
5i8,397.67
578,397.67
518,397.67
$lg,zgl.ol
57ï,i9t.6i
578,397.6i
Slg,zgl.61
$78,397.67
S1,567,953.40
51,4,7L7.r5
S14,051.69
513,319.27
$tz,ogg.g3
5t2,ot3.29
Stt,gtg.sz
S10,6i.8.61
Sg,9to.gz
59,794.62
s8,47t.45
5t,740.i2
Sz,ooz.¡6
S6,256.28
S5,502.40
54,740.64
S3,970.93
$¡,tgg.tz
iz,qol.zg
St,otg.t8
s810.7e
S159,613.55
Ssg,sgo.sz
s64,345.98
Sss,otg.¿o
Sss,sgz.g¿
S66,384.38
Ssz,ozg.to
56l,llg.os
S68,+gz.¡s
s69,203.05
isg,gzø.zz
S70,656.95
S71,395.31
572,r4r.39
$lz,ggs.zl
S73,657.03
574,426.74
$75,204.50
S75,990.39
5i6,784.49
s77,586.88
S1,408,339.85
Si.,358,105.92
S1,293,116.49
5r,227,447.90
S1,161,093.09
S1,094,044.86
5L,026,29s.99
Sgsz,ggg.tE
S888,665.90
igtg,llt.8z
5748,746.34
SsaJsz.sz
S6o+,s29.56
Ssgt,gto.zs
S458,186.53
S383,792.93
Sgog,ozt.gz
S232,665.38
Stss,gts.og
Slg,zsz.ls
So.oo
4. Lessee's current Fiscal Period extends from July I,2015 to June 30,2016.
5. The terms and provisions of the Master Equipment Lease-Purchase Agreement described
above (other than to the extent that they relate solely to other Schedules or to Equipment listed on other
Schedules) are hereby incorporated into this Schedule by reference and made aparthereof.
6. Lessee hereby represents, warrants and covenants that its representations, warranties and
covenants set forth in such Master Equipment Lease-Purchase Agreement (particularly Paragraph 23
thereof) are true and correct as though made on the date of execution of this Schedule
Lessor:
COMMUNITY FIRST NATIONAL BANK
Title: Finance Director/City Controller Title: VIce ftECgident
This is Counterpart No. I of I manually executed and serially numbered counterparts. To the extent this Lease
constih.rtes chattel paper (as defined in the Uniform Commercial Code), no security interest herein may be created through the
transfer or possession of any Counterpart other than Counterpart No. I .
PAYMENT
DUE DATE
PAYMENT
AMOUNT
INTEREST
PORTION
PRINCIPAL
PORTION
PREPAYMENT
OPTION AMOUNT
Lessee:
City of Fresno, a California municipal
CorporatiPn as Lessee
Printed Name:B
Fire Master Lease Agreement 2015 -Exhibit A Page 2
Exnrnrr A-l
Acceptance Certificate
Lnssrn: CnyorFnnsNo
Masrnn EqurpMENr Lnesn-PtrncHASE Acnn¡u¡Nr No. ............ .....FRECA2ar5-048
Lr,tse ScnspurpNo. ........... ..........04
Trr¡ UivonnSIGNED AcT<NowrnDGES AND REPRESENTs TtrIr:
1. The Equipment identified in the above-referenced Lease Schedule is delivered, installed,
available for use and is placed in service as of the Acceptance Date indicated below.
2. Such Equipment is in good operating condition and repair and is accepted as satisfactory in all
respects for the purpose of the applicable Lease.
J.
AccnprnNcp DRrn:
Auruonrzno StctrtltuRn :
PnrNrBoNRvrs: X
Tïrtn: X Finance Director/City Controller
ExHrnlr A-2
(To Lease Schedule No. 04)
[Attach I.R.S. tr'orm 8038-G or 8038-GC, as Appropriate]
Snn Nnxr Pnco
-,' 8038'G
(Rev. September 201 '1)
Department ol the Treasury
lnternal Revenue Service
lssuer's name
of Fresno
lnformation Return for Tax-Exempt Governmental Obligations
Þ Under lntemal Revenue Code section 149(e)
caution:n,n"orlr"I"i''"1ï",',Ë'fi ,"rï#,";eFormBt3B-GC.
OMB No 1545-0720
lf Amended Return, check here Þ n2 lssuer's employer identification number (ElN)
10b Telephone number of officer or other
employee shown on 1 0a
94-6000338
3a Name of person (other than issuer) with whom the IRS may communicate about th¡s return (see instructions)3b Telephone number of other person shown on ga
4 Number and street (or P.O. box if mail is not delivered to street address)
26fi) Fresno Street, Su¡te 2156
5 Report number (For IFS Use Only)
6 City, town, or post office, state, and ZIP code
Fresno, CA 93721
7 Date of issue
22,2016I Name of issue
MASTER EQUIPMENT LEASE.PURCHASE
9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (se€
¡nstructions)
Phillip Hardcastle, F¡nance Department-Debt Management
of lssue the issue See the instructions and attach schedule.
Education
Health and hospital
Transporlation
Public safety
Environment (including sewage bonds)
Housing
Utilities
Other. Describe Þ
lf obligations are TANs or RANs, check only box 19a >tr
lf obligations are BANs, check only box 19b
lf obligations are in the form of a lease or installment sale, check box
11
12
13
14
15
16
17
18
19
20
>n>n
21
entire issue for which this form is
Proceeds used for accrued interest
lssue price of entire issue (enter amount from line 21 , column (b))
Proceeds used for bond issuance costs (including underwriters' discount) .
Proceeds used for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28) .
of the issue (subtract line 29 from line 23 and enter amount here)
of Refunded Bonds.te this bonds.
31EntertheremainingweightedaVeragematurityofthebondstobecurrentlyrefunded.>
32EntertheremainingweightedaVeragematurityofthebondstobeadvancerefunded.>
33Enterthelastdateonwhichtherefundedbondswillbecalled(MM/DD/YYYY)>
34 Enter the date(s) the refunded bonds were issued Þ (¡¡v¡oo¡ywg
For Paperwork Reduction Act Notice, see separate ¡nstructions. Cat. No.63773s rorm 8038-G (Rev s-2011)
24
22
23
24
25
26
27
28
29
30
for
(cl Stated redempt¡on
pr¡ce at maturity
Form 8038-G (Bev. 9-201 1)
Enter the amount of the st
Enter the amount of gross
ate volume cap allocated to the issue under section 141(bxs) .
proceeds invested or to be invested in a guaranteed investment contract
(GlC) (see instructions)
Enter the final maturity date of the GIC Þ
Enter the name of the GIC provider Þ
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units
38a lf this issue is a loan made from the proceeds of another tax-exempt issue, check box Þ n and enter the following information:b Enter the date of the master pool obligation Þ
c Enter the EIN of the issuer of the master pool obligation Þd Enter the name of the issuer of the master pool obligation Þ
35
36a
b
c
37
39
40
41a
b
c
d
42
¿li¡
Signature
and
Consent
Paid
Preparer
Use Only
process
)of issuer's
lf the issuer has designated the issue undersection 265(bX3XBX¡X|ll) (small issuer exception), check box
lf the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box
lf the issuer has identified a hedge, check here Þ n and enter the following information:
Name of hedge provider Þ
Type of hedge Þ
Term of hedge Þ
lf the issuer has superintegrated the hedge, check box
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, ¡ff.rd cg?plete. I further declare that I consent to the IRS's d¡sclosure of the issuer's return informat¡on, á" nec"""ãry to
n
tr
lf the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediatedaccordingtotherequirementSundertheCodeandRegulations(seeinstructions),checkbox>
44lftheissuerhasestablishedwrittenprocedurestomonitortherequirementsofsection148,checkbox.>
45a lf some portion of the proceeds was used to reimburse expenditures, check here Þ n and enter the amount
of reimbursement
b Enter the date the official intent was adopted Þ
above
2/z 'r I Michael Lima, City Controller
or print name and title
Firm's EIN >48-1238s48
Phone no.785-323.1 1 1 1
Date )
PTIN
PO1386233
Firm's name > Commun¡ty F¡rst Nat¡onal Bank
> 21 5 S. Seth Ch¡ld Road, Manhattan, KS 66502
rorm 8038-G (Rev. 9-2011)
Exnrslr A-3
(To Lnasn Scunouln No. 04)
[Fonru op AuruonrzrNc Rnsolurron ox nu,n]
Resolution No. 2015-49
8.
Resolution No. 2015-95
RESOLUTION NO. 201549
A RESOLUTION OF THE COUNCIL OF THE CIW OF
FRESNO, CALIFORNIA, AUTHORIZING THE EXECUTION
AND DELIVERY OF AN EQUIPMENT LEASE.PURCHASE
AGREEMENT WITH COMMUNITY FIRST II.ATIONALBANK, AS LESSOR, FOR THE ACQUISITION,
PURCHASE, FI¡IANCING AND LEASING OF CERTAIN
EQUIPMENT FOR THE FRESNO FIRE DEPARTMENT;
AUTHORIZING THE EXECUTION AND DELIVERY OF
DOCUMENTS REQUIRED IN CONNECTION THEREWTH;
AND AUTHORIZING ALL OTHER ACTIONS NECESSARYTO THE CONSUMMAT'ION OF THE TRANSACTIONS
CONTEMPI.ATED BY THIS RESOLUTION
WHEREAS, City of Fresno, a Charter City and municipal corporation (the "City'),
is authorized by íts Charter and the laws of the State of California to purchase, acquire,
and lease personal property for the benefit of the City and its inhabitants and to enter
into contracts with respect thereto; and
WHEREAS, the City has determined that a true and very real need exists for the
acquisition, purchase and financing of certain property consisting of self-contained
breathing apparatus, (collectively, the "Equipment") on he terms herein provided; and
WHEREAS, in order to acquire such Equipment, the City proposes to enter into
that certain Equipment Leas+Purchase Agreement (the'tease) with Community First
National Bank, as lessor, substantially in the proposed brm presented at this rneelng,
and schedules thereto substantially in the form aflached to the Lease; and
WHEREAS, the City deems it for the benefit of the CÍty and üre efficient and
effective administration thereof to enter lnto the Lease and attendant schedules relating
thereto from time to time as provided in the Lease for üre purchase, acquisition,
DateAdoptedi 3t26t2015DatcApproved: Jt26t2O1S
Efiec{ive Date; AZet2OlS
1 oî4
Resolution No. 201S-49
financing, and leasing of the Equipment to be therein more specifically described on lhe
terms and conditbns provided therein and herein.
NOW, THEREFORE, BE ¡T RESOLVED by the City Council of the City of Fresno
as follows:
1. Finding. Council finds and determines that the terms of the Lease
(including the form of Lease Schedule and Payment Schedute attached thereto), are in
the bost interests of the C¡ty for the acquisition, purchase, financing and leasing of the
Equipment.
2' Aooroval of Documenþ. Gouncil approves the Lease and attendant
schedules substantially in the fonns presenting at this meeting, with such insertions,
omissions and changes as shall be approved by the City Manager, City Controller, or
Assistant city controller, and approved as to form by the city Attorney,s office.
3' Authority to Execute Documents. Council authorizes and directs the City
Manager, Gity Controller, or Assistant City Controtler to execub the Lease, and
attendant schedules, and any related exhibits attached thereto and to deliver the Lease
and schedules (including exhibits) to the respective parties thereto, provided, however,
that without further authorizatlon from the goveming body of the Lessee, (a) the
aggregatè principal component of Rent Payments under the Lease shalt not exceed
$7,150,000; (b) the maximum term under any Lease entered into pursuant to the Lease
shall not exceed s€ven (7) years; and (c) the maximum interest rate used to determine
the interest component of Rent Payments under this Lease slrall not exceed the lesser
of the maximum rate permitted by law or ten percent (10o/ol per annum. The foregoing
authorization shall remain in effect for the term of üre Lease.
2oî 4
4. Other Actions Authodzed. Council authorhes the above named City
officers and employees to take all ac'tion reasonably required to effedively carry out the
transactions contemplated in üe Lease and schedules, including, but not limited to, the
execution and delivery of the certiffcates oontenrplated therein and to take all action
necessary in conform¡ty therewith, including, without limitration, the execution and
delivery of any closing and olher docurnents required to be delivered in connection with
the Lease.
5. Authorizinq City Reoresentat¡ves, Council designates and authorizes the
City Manager, City Controller, or Assistant City Controller, each acting alone, to
represent the City in carrying out the Lease until such time as the Council shall
designate any other or different authorized representative for such purposes.
6. severability. lf any section, paragraph, crause, or provision of this
Resolution shall for any reason be held inval'rl or unenforceable, the invalidity or
unenforceability shall not affect any other section, paragraph, ctause, or provision of thls
Resolution.
7. Effective Date. This Resolution shall be Effective irmediably upon its
approvaland adoption.
ùtt'llllt+alata
3 of4
STATE OF CALTFORNTA )
COUNry OF FRESNO ) ss.
crTY oF FRESNO )
I, WONNE SPENCE, City Clerk of the City of Fresno, cedrry that the foregoing
resolution was adopted by the Gouncil of the Ci$ of Fresno, at a regular meetlng heldonthe 26h dayof March,2015.
AYES
NOES
ABSENT
ABSTAIN
APPROVED AS TO FORM:
DOUGI.AS T. SLOAN
City Attorney
Brand, Brandau, Caprioglio, Olivier, Quintero, Soria, Baines
None
None
None
WONNE SPENCE, CMC
City Clelk
By:
By:
Deputy
4of4
RESOTUTTON NO. 2015-9s
A RESOLUTION OF THE COUNCIL OF THE CITY OF
FRESNO, CALIFORNIA MODIFYING RESOLTMON NO.
2O15-4;g REI¡TI]ìIG TO THE IIiI,ASTER EQUIPiIENTLEASE AGREEMENT wlTH COMMUNITY FIRST
I{ATIONAL BANK
WHEREAS, the Crty adopted Resolution No. 201S.49 ("Resohfion') authorizing
the execution of the llaster Equipment Leas+Purchase Agrcement, dabd April 1 ,2015
(the'Lease); an¿
w{EREAs, in order to acquirc, purdrase, and finance fre equipment the city
entgred into üre Lease, wilh community First NationalBank, as lessor; and
VVI'IEREAS, the Resolution contained clerical enors and Communþ First
National Bank requesb a modÍfication to the Resolution to list all equipment acquired,
purcùased and financed under the Lease.
NOW THEREFORE, BE lT RESOLVED byttp City Coundl olthe City of Fresno
as follows:
1. Councilfintls and dsteíninec the Resolution Ehall be modilfed to indr¡de:
(a) The Lease shall be used to acquire, purdrase, and finsnce cerhin
property consisting ot 1) one Neur Aedal rn¡d<; 2) one platform Truck; 3) Eight
Fim Engines; 4) one water Tender; 5) Eight Lþht vehides; 6) Ten Thenilat
lmaging Camcrar; 7) Eleven Mobile Data TEmirnb; 8) Hæe¡; 9) Radlos; and
10) other equipment on üe târrne provided in the Resolution; and
(b) The modmum tem under any Lease entered into pursuant to the
Laase shall not exceed ten (f 0) yeam.
DateAdopted: 6t11tzo1s
Elatc Appoved: elr il2015
EfrPdive Date: See Section 3
1 ot2
Resolutlon No.2015-95
2. Ser¡erability. lf arry seotion, pamgraph, clause, or provislon of thb
Regoludon shall fur any reeson be hEld inva[d or unenforceabb, the lnvalilþ or
unenforceability shat not afiect any olher seclion, paragraph, deuse, or prwision of üls
Rasolution.
3. Efbctive Dale. Th¡s Resolulftrn shall be efrdive imrnediaÞly upon its
approvaland adopfon.
STATEOFCALTFORNÍA )
I I t t ' r t ':¡ ' t ' t t
COUNTYOFFRESNO ) ss.
crTY oF FRESNO )
I, ìî/ONNE SPENCE, C¡ty CI€rk of the City of Fresno, certiry that the turegoing
resolution was adopted by the Gouncil of the Clty of Fresno, at a regular meetiryg held
on the 11th day of Juna ,2015,
AYES
NOES
ABSENT
ABSTÆN
APPROVED AS TO FORM:
DOUGI.AS T. SLOAN
City Aüorney
Brand, Brandau, Caprioglio, Olivier, Quintero, Soria, Baines
None
None
None
WONNE SPENCE, CMC
Gig CleR
ädon M. Collet
2oI2
Exurnrr A-4
(To Lmsn Scnnouln No.04)
INcumnnxcy CnnrrprcATn oF Lnssnn
The undersigned, the duly authorized representative of the named Lessee under that ceftain
Master Equipment Lease-Purchase Agreement dated April l, 2015 (the "Agreement"), with
Community First National Bank, as Lessor, hereby certifres as follows in accordance with the
requirements of the Agreement, which is incorporated by reference into the above-referenced Lease
Schedule. Capitalized terms used herein have the same meaning as in the Agreement.
I hold the position noted under my signature, and I have all authority necessary to execute and
deliver this Ceftificate. The following officers of the Lessee are duly elected or appointed, and the
signatures above the respective name and title are true and correct and, where required, have been filed
with the appropriate officials of the State.
By:
Prin e: Michael
Title: City Controller/Finance Director
By:
Printed n M. Brad
Title : Assistant Controller
IN Wrrxrss WHEREoF, I have executed and delivered this certificate as of this day of
ma.a,ù.a)a
Lessee: Ctry o¡ FnssNo
By:
Printed Name:
Title: D
Printe-d Name: Bruce
Title: City Manager
ExururA-5
fAttach Opinion of Lessee's Counsel]
As per sample provided, please reference date of Master Agreement (April 1,2015),
Schedule 04, dated February 22,2016 on Opinion Letter
Citv ofEEDECllls* ''¿f ffE-=tEE?¡¡ù=
Douglas T. Sloan
City Attorney
March 9,2016
OPINION OF COUNSEL
Re: Fire Equipment Lease Purchase Agreement dated as of April 1 , 2015, between
Community First National Bank and City of Fresno
Ladies and Gentlemen:
As legal counsel to the City of Fresno ("Lessee"), I have examined the foregoing Lease
and such other opinions, documents, and matters of law as I have deemed necessary in
connection with this Lease. Based on the foregoing, I am of the following opinions:
Lessee is a political subdivision of the State of California, or a constituted authority to
issue obligations on behalf of a political subdivision of the State.
1. Lessee has the requisite power and authority to purchase the Equipment and to
execute and deliver the Lease and to perform its obligations under the Lease. The
Lease and the other documents either attached hereto or required herein have
been duly authorized, approved, and executed by and on behalf of Lessee, and
the Lease is a legal, valid, and binding obligation of Lessee enforceable in
accordance with its terms.
2. The authorization, approval, and execution of the Lease 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 and federal laws.
3. There is no litigation, action, suit, or proceeding pending or before any court,
administrative agency, arbitrator, or governmental body that challenges the
authority of the Lessee or any of the Lessee's officers or employees to enter into
the Leases.
4. The above opinion is for the sole benefit of the Lessee listed above and can only
be relied upon by the Lessor, or any permitted assignee, or subassignee, or
Lessor under the Lease.
nM.
Deputy City Attorney
BMC : prn[70765prnibmc]
City Hall . Fresno, California 93721 . (559) 621-7500 . FAX (559) 488-1084
Exnrnrr A-6
(To Lease Schedule No. 04)
Norrcn AND AcKNowLEDcMENT or Str,n or
RnNr¡- Pryunurs aNu ASSTcNMENT or Lnlsr
Community First National Bank ("Lessor") and CITY or Fn¡sNIo ("Lessee") have entered into a
Master Equipment Lease-Purchase Agreement No. FRECA2015-04E dated April l, 2015 (the
"Agreement"), and Lease Schedule No. 04 dated February 22,2016 (together with the terms and
conditions of the Agreement incorporated therein by reference, collectively the "Lease"), under which
Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipment") described in
such Lease Schedule.
Lessee is hereby notified that Lessor has assigned to the assignee named below ("Assignee") all
of Lessor's right, title and interest in and to the Lease, the leased Equipment and the Rental Payments,
all as permitted by the Lease.
Lessee is hereby directed to pay any and all Rental Payments and other amounts due with respect
to which Lessor's Assignee renders an invoice, at the address set out immediately below or as otherwise
directed in said invoice:
"Assignee"Wells Fargo Equipment Finance, Inc.
733 Marquette Avenue, Suite 700
Minneapolis, MN 55402
By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due
under the Lease as directed in the invoice without any set-off or deduction whatsoever notwithstanding
any defect in, damage to or requisition of any of the Equipment leased under the Lease, any other similar
or dissimilar event, or any defense, set-off, counterclaim or recoupment arising out of any claim of
Lessee against Lessor or Assignee.
Lessee fuither acknowledges and agrees that Assignee has not assumed any of Lessor's
obligations or duties under the Agreement or the Lease or made any warranties whatsoever as to the
Agreement, the Lease or the Equipment. Lessee agrees that no change may be made to the Lease
without the prior written consent of Assignee.
By signing this Notice and Acknowledgment, Lessee warrants that its representations and
warranties under the Lease are true and correct on the date hereof.
Date:
Title: Finance Director/City Controller
EXHIBIT B
Escnow AcnpnunNr
Con¿vwnv FtRsr NattoNRt- BANK, a national banking association duly qualified to transact
business in the State of California (the "Lessor"), and City of Fresno, municipal corporation and charter
city, duly organized and existing under the laws of the State of California (the "Lessee "), hereby deliver
to Community First National Bank, a national banking association, as escrow agent (the "Escrow
Agent"), the sum of $1.408.339.85, REcEIpr oF wHICH rne EscRow AcENT HEREBy ACKNowLEDGES,
for deposit into the Escrow Fund (as hereinafter defined), to be held and disposed of by the Escrow
Agent upon the terms and conditions hereinafter set forth to which the undersigned hereby agrees as
follows:
l. The Escrow Agent hereby acknowledges receipt of a true and correct copy of an executed
Lease Schedule No. 04 dated as of February 22,2016, to Master Equipment Lease-Purchase Agreement
dated as of April 1,2015, (the "Lease"), whereby the Lessor leases to the Lessee, and the Lessee leases
from the Lessor, the equipment and other property described in the Lease (the "Equipment"). From and
after the Escrow Agent's receipt of a written notice from the Lessor that the Lessor has assigned its
right, title and interest in the Lease to an assignee, and of any further assignments, all references to the
"Lessor" herein shall mean and refer to such assignee or assignees.
2.(a) There is hereby created and established with the Escrow Agent a special escrow fund
designated the Escrow Fund (the "Escrow Fund") to be held by the Escrow Agent in the name of the
Lessee separate and apart from all other funds of the Lessor, the Lessee or the Escrow Agent.
(b) The moneys and investments held in the Escrow Fund are imevocably held in trust for the
benefit of the Lessee and the Lessor, and such moneys, together with any income or interest earned
thereon, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy
or attachment or lien by or for the benefrt of any creditor of either the Lessee or the Lessor. The Lessor,
the Lessee and the Escrow Agent intend that the Escrow Fund constitute an escrow account in which the
Lessee has no legal or equitable right, title or interest until satisfaction in full of all conditions contained
herein for the disbursement of funds by the Escrow Agent therefrom. However, if the parties' intention
that the Lessee shall have no legal or equitable right, title or interest until all conditions for disbursement
are satisfied in full is not respected in any legal proceeding, the parties hereto intend that the Lessor have
a security interest in the Escrow Fund, and such security interest is hereby granted by the Lessee to
secure payment of all sums due to the Lessor under the Lease. For such purpose, the Escrow Agent
hereby agrees to act as agent for the Lessor in connection with the perfection of such security interest
and agrees to note, or cause to be noted, on all books and records relating to the Escrow Fund, the
Lessor's interest therein.
3.(a) The Escrow Agent shall disburse funds from the Escrow Fund to the manufacturer, seller
or supplier of items of Equipment (the "Vendor") within three business days after receipt of a completed
payment request form from the Lessee, substantially in the form attached as Exhibit B-1 hereto (the
"Payment Request Form"), executed by the City Controller of the Lessee or his or her designee, and
approved by the Lessor. Each Payment Request Form shall have attached thereto such bills, receipts,
invoices or other documents acceptable to the Lessee and the Lessor evidencing the amount and
purposes for which the disbursement is requested. The Lessee agrees to submit to the Lessor each
Payment Request Form for approval by the Lessor and such other documents and certificates as the
Lessor may reasonably request to evidence the proper expenditure of the moneys in the Escrow Fund for
the purpose of paying costs to acquire the Equipment to be leased pursuant to the Lease. The Lessee is
responsible for making any and all payments required that exceed S1.408.339.85 due to Equipment
modifications and change orders authorized or ordered by the Lessee. The Escrow Agent assumes no
responsibility for the expenditure of moneys paid out of the Escrow Fund pursuant to a Payment Request
Form properly signed, approved by the Lessor and delivered to the Escrow Agent as provided herein.
(b) If an Event of Non-appropriation or an Event of Default occurs prior to Lessee's
acceptance of all the Equipment, the amount then on deposit in the Escrow Fund shall be applied to
prepay the unpaid principal component of the Rental Payments in whole on the first business day of the
month next succeeding the occurrence of either such Event plus accrued interest to the prepayment date;
provided, however, that the amount to be prepaid by Lessee pursuant to this Escrow Agreement shall
first be paid from moneys in the Escrow Fund and then from Legally Available Funds and other moneys
available for such purpose as a result of the exercise by Lessor of its rights and remedies under the
Lease. Any funds on deposit in the Escrow Fund on the prepayment date described in this subparagraph
(b) in excess of the unpaid principal component of the Rental Payments to be prepaid plus accrued
interest thereon to the prepayment date shall be paid promptly to Lessee.
(c) To the extent that Lessee has not accepted all items of Equipment before the eighteen-
month anniversary of the Dated Date or there otherwise remains a balance on deposit in the Escrow
Fund on the eighteen-month anniversary of the Dated Date, the amount then on deposit in the E,scrow
Fund shall be applied to prepay the unpaid principal component of the Rental Payments in part, in
inverse order of Rental Payments, on the first business day of the next month plus accrued interest to the
prepayment date; provided, however, that the amount to be prepaid by Lessee pursuant to this Escrow
Agreement shall first be paid from moneys in the Escrow Fund and then from Legally Available Funds.
Notwithstanding any such partialprepayment, the Lease shall remain in full force and effect with respect
to the portion of the Equipment accepted by Lessee during such eighteen-month period, and the portion
of the principal component of Rental Payments remaining unpaid after such prepayment plus accrued
interest thereon shall remain payable in accordance with the terms of the Lease. Upon Lessor's request,
Lessee shall execute an amendment to the Rental Payment Schedule that reflects the change to the
Rental Payments as a result of such partial prepayment. "Dated Date" as used in this agreement shall
mean the date on which Lessor deposits funds into the Escrow Fund.
4.(a) To the extent permitted by law, and with such collateral or security as required by law,
any moneys held as part of the Escrow Fund shall be promptly invested and reinvested by the Escrow
Agent upon the written direction of the Lessee (so long as an Event of Default under the Lease has not
occurred and is continuing or an Event of Non-appropriation under the Lease has not occurred) or the
written direction of the Lessor(if an Event of Default underthe Lease has occurred and is continuing or
an Event of Non-appropriation underthe Lease has occurred) in any of the following investments: (i)
direct obligations oÊ or obligations the payment of the principal of and interest on which are
unconditionally guaranteed by, the United States of America, the guarantee of which constitutes the full
faith and credit obligation of the United States of America ("United States Government Obligations");
(ii) bonds, debentures, participation certificates or notes issued by, or obligations the prompt payment of
principal and interest for which is guaranteed by, any of the following: Bank for Cooperatives, Federal
Financing Bank, Federal Land Banks, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal National Mortgage Association, Export-Import Bank of the United States, Student Loan
Marketing Association, Farmers Home Administration, Federal Home Loan Mortgage Corporation or
Government National Mortgage Association, or any other agency or corporation that has been or may
hereafter be created by or pursuant to an Act of Congress of the United States as an agency or
instrumentality thereof; or (iii) certificates of deposit, time deposits, bank repurchase agreements or any
other interest-bearing banking arrangements with any banking institution (including the Escrow Agent
Fire Master Lease Agreement 2015 -Exhibit B Page 2
or any bank with which the Escrow Agent is affiliated) that is fully insured by the Federal Deposit
Insurance Corporation, or any successor thereto, provided that such certificates of deposit or time
deposits, bank repurchase agreements or other interest-bearing banking arrangements, if not fully
insured by the Federal Deposit Insurance Corporation, or such successor, are either (A) issued by
national or state banks having capital and surplus of at least S100,000,000 and a rating of "4" or better
by any nationally recognized securities rating organization or (B) fully secured by United States
Government Obl igations.
(b) No investment shall be made in a security maturing later than the date on which the
Lessee reasonably anticipates needing such funds for the payment of the costs to acquire the Equipment
from the Escrow Fund. The Lessee shall notifo the Escrow Agent from time to time as to the dates on
which funds are needed for disbursement from the Escrow Fund and the estimated amount of each such
disbursement, and the Escrow Agent may rely upon such information in connection with the investment
or reinvestment of funds. Until further notice from the Lessee to the Escrow Agent, the schedule of
disbursements attached as Exhibit B-2 hereto (the "Escrow Fund Draw Schedule") shall constitute such
notice from the Lessee upon which the Escrow Agent may rely for such purposes.
(c) So long as an Event of Default under the Lease has not occurred and is not continuing or
an Event of Non-appropriation under the Lease has not occurred, earnings and income realized from the
investment and reinvestment of moneys in the Escrow Fund shall be applied as directed by the Lessee
either to (i) payment of costs to acquire Equipment or (ii) payment of the interest component of Rental
Payments. After the occurrence of an Event of Default under the Lease and so long as it continues or
after the occuffence of an Event of Non-appropriation under the Lease, earnings and income realized
from the investment and reinvestment of moneys in the Escrow Fund shall be applied as directed by the
Lessor to the payment or prepayment of the principal and interest component of Rental Payments.
(d) All investments shall be held for the benefit of the Lessor and the Lessee as herein
provided, shall be disbursed to pay costs to acquire the Equipment to be leased pursuant to the Lease
(but only upon satisfaction of the conditions contained herein for disbursement of such funds), shall be
registered in the name of the E,scrow Agent only, solely and specifically for purposes of the escrow
hereunder, and shall be held by the Escrow Agent.
5. For purposes of this Escrow Agreement:
(a) The Escrow Agent shall not incur any liability in acting upon any Payment Request Form
delivered hereunder and believed by the Escrow Agent to be genuine and to be signed and approved by
the proper parties.
(b) The Escrow Agent may consult with legal counsel in the event of any dispute or question
as to the construction of the Escrow Agent's duties hereunder and shall not be held to any liability for
acting in accordance with advice so received.
(c) Subject to the security interest granted to the Lessor pursuant to Paragraph 14 of the
Lease and in Paragraph 2 of this Escrow Agreement, the Escrow Agent shall have a first lien on the
moneys held by it hereunder for its compensation and for any costs, liability or expense or counsel fees
it may incur.
6. In the event of any disagreement between the undersigned or any of them, and/or any
other person, resulting in adverse claims and demands being made in connection with or for any moneys
involved herein or affected hereby, the Escrow Agent shall be entitled at its option to refuse to comply
Fire Master Lease Agreement 2015 -Exhibit B Page 3
with any such claim or demand, so long as such disagreement shall continue, and in so refusing the
Escrow Agent may refrain from making any delivery or other disposition of any moneys involved herein
or affected hereby and in so doing the Escrow Agent shall not be or become liable to the undersigned or
any of them or to any person or party for its failure or refusal to comply with such conflicting or adverse
demands, and the Escrow Agent shall be entitled to continue so to refrain and refuse so to act until:
(a) the rights of the adverse claimants have been frnally adjudicated in a court assuming and
having jurisdiction of the parties and the moneys involved herein or affected hereby; or
(b) all differences shall have been adjusted by agreement and the Escrow Agent shall have
been notified thereof in writing signed by all of the persons interested.
7.(a) The
Agreement are set
fees
forth
for the usual services of the Escrow Agent under the terms of this Escrow
in the schedule attached hereto as Exhibit B-3. In addition, the Escrow Agent
shall be entitled to reimbursement for all out-of-pocket expenses reasonably incurred hereunder
(including, without limitation, fees of counsel). A statement of the fees and out-of-pocket expenses
owed to the Escrow Agent by the Lessee shall be mailed periodically to the Lessee at the mailing
address set forth in the Lease.
(b) In the event that the fees charged and due the Escrow Agent remain unpaid for a period
of one year, the Escrow Agent shall have the right, and is hereby authorized, in its sole and absolute
discretion, and without liability to any person, to terminate all duties hereunder upon thirty (30) days
written notice to the Lessee and the Lessor at their respective addresses.
(c) All fees and out-oÊpocket expenses charged by the Escrow Agent shall be paid by the
Lessee within thirly (30) days after receipt of the statement therefor as provided in subparagraph (a) of
this Paragraph, but only from Legally Available Funds (as such term is def,rned in the Lease).
8. V/ithin fifteen (15) days after the Escrow Agent's receipt of a written request from the
Lessee or the Lessor for such information, the Escrow Agent shall provide to the requesting party a
written summary of the receipts, disbursements and status of moneys and investments in the Escrow
Fund.
9. All notices and other communications provided for hereunder shall be in writing and, if
to the Lessee, mailed or delivered to it, addressed to it at City of Fresno, 2600 Fresno Street, Fresno,
CA 93721, Attention: City Controller; if to the Lessor, mailed or delivered to it, addressed to it at
Community First National Bank, Attention: Cindy Turner,2l5 S. Seth Child Road, Manhattan,
KS 66502; and if to the Escrow Agent, mailed or delivered to it at Communify First National Bank,
Attention: Cindy Turner, 215 S. Seth Child Road, Manhattan, KS 66502 or as to any party at such
other address as shall be designated by such party in a written notice to each other party complying as to
delivery with the terms of this Paragraph. All such notices and other communications, when mailed
shall be effective when within three days after being deposited in the mails, addressed as aforesaid or
upon delivery if delivered by courier, except that directions to the Escrow Agent shall be effective only
upon actual receipt by the Escrow Agent.
10. This Escrow Agreement may be modified or amended only with the written consent of all
parties hereto.
11. This Escrow Agreement shall terminate on the earlier of October 73,2017, or when all
transfers required to be made by the Escrow Agent under the provisions hereof shall have been made.
Fire Master Lease Agreement 2015 -Exhibit B Page 4
12. If any one or more of the covenants or agreements provided in this Escrow Agreement on
the part of the Lessor, the Lessee or the Escrow Agent to be performed should be determined by a court
of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and shall in no
way affect the validity of the remaining provisions of this Escrow Agreement.
13. This Escrow Agreement may be executed in several counterparts, all or any of which
shall be regarded for all purposes as one original and shall constitute and be but one and the same
instrument.
14. This Escrow Agreement shall be construed and enforced in accordance with the laws of
the State of California.
IN WtrNess WHEREoF, the parties hereto have
executed by their duly authorized officers as of this 25
Crrv or
By:
Prin
caused this Escrow
Februaryday of
Agreement to be duly
2016
Title: City Controller/Finance Director
By:
Printed M. Bradley
Title: Ass Controller
By:
Printed Name: Bruce Rudd
Title: City Manager
Community First National nk, as Lessor
By:
Printed Name:
Title:Vice PPesident
k, as Escrow Agent
Printed Name:
Title:Vice President
Fire Master Lease Agreement 2015 -Exhibit B Page 5
Exsrnrr B-1
Prvnrnnr Rneunsr FoRru No.01
Lssspp: Cnv or FnpsNo
Darp: 3/11 /16
Escnow AcnservrBNT ("AGn-ø,zMrNr") Dareo as op FpeRu¡ny 22,2016
THe UNo¡nsrcNED AcrNowr-¡DGES AND RBpReseNts rHAT:
IN RccoRoeNCE v/rrH PenecRapH 3 op rge AcRgpueNT, THE Lnssee HEREBv AUTHoRTzES AND
REeUESTS A DISBURSEMENT FRoM rug Escnow FuNo ro pAy rHE AMoUNTS To rHE pAyEES IDENTTFTED
HEREIN FoR cERTAIN Eeurprr¡pNr cosrs.
THe LgSSge HEREBY REPRESENTS AND wARRANTS FoR ALL PURPoSES THAT:
1. Pursuant to the invoice attached hereto, the amount to be disbursed is $1.032.856.20.2. PavvBNr rs ro BE MADE To: Paypp:
SMeer- FrRp AppaRRrus
PO BOX 8; 610 Wesr 4" SrRser
SNYDER, NE 68664
3. The amount to be disbursed constitutes the Purchase Price, or portion thereof, of the
Equipment cost, said amount is required to be disbursed pursuant to a purchase contract entered into
therefor by and on behalf of the Lessee, or was necessarily or reasonably incurred, and said amount is
not being paid in advance of time, if any, fixed for any payment.
4. The Equipment relating to such Purchase Price, or portion thereof, has been delivered and
accepted or the materials have been furnished for which disbursement is required.
5. No amount set forth in this Payment Request Form was included in any Payment Request
Form previously submitted.
6. Acquisition and installation of the applicable portion of the Equipment for which payment
is being requested has been completed in accordance with plans and specifications approved by the
Lessee and in accordance with the terms and conditions of the purchase contract. Said applicable
portion of the Equipment is suitable and sufäcient for the expected uses thereof, but this statement is
made without prejudice to any rights against third parties which exist at the date hereof or which may
subsequently come into being.
7. If the amount to be disbursed constitutes final payment for all of the Equipment, there is
attached hereto an original of the Acceptance Certificate, Exhibit A-I to the Lease (as such term is
defined in the Agreement), executed by an authorized officer of Lessee.
8. Each disbursement hereby requested has been incurred and is a proper charge against the
Escrow Fund. No amount hereby requested to be disbursed will be paid to Lessee as reimbursement for
any expenditure paid by Lessee more than 60 days prior to the date of execution and delivery of the
Lease.
AppRovpo:
Blake J. Kaus Vice President
Karen M. Bradley, Assistant City Controller
OR
Bruce Rudd, City Manager
z/zs /tt
DATE
e,
COMMI.'NITy FnsrNR
ExnrurB-2
Escnow FuNo Dnlw Scnnouu
AurrcrpRrpo PayusNr Dara Payv¡i.¡r Avouxr
New Aerial Truck
April2016 New Water Tender
Total s1.408.339.8s
ExnrurB-3
EscRow Acnur Frn Scnnour,n
The reasonable fees and expenses of the Escrow Agent incurred in connection herewith shall be
the responsibility of Lessee and are herein defrned as the sum of $500.00.
The Escrow Agent Fee is due according to terms of the Agreement and as invoiced
OMMUNITY
LEASINGPARTNERS
0¡v¡s¡on ol(ommunity fißt N¿t¡0n¿l 8¿nk
215 S. Seth Child Road
Manhattan, KS 66502
Phone: 888.777.7850
Fax: 888.777.7875
www.clpusa.net
lnvoice
February 24,2016
To:
City of Fresno
Attn: Mike Getty
2600 Fresno Street, Suite 2156
Fresno, CA 93721
Re: LeaseAgreement#FRECA2015-04E-04dated 212212016 forfinancing Orue(1)2015
Srr¡rnl ArnrnU LRoorR Tnucx oru SpRRrnu CHnssrs & Orue (\ 2016 Suenl 3000
Gnllo¡rWRreR TruorR oru KrruwoRtr CuRssls,
Make checks payable to:
Community First National Bank
Attention: Cindy Turner
215 S. Seth Child Road
Manhattan, KS 66502
lf you have any questions, please feel free to contact Cindy Turner at888.777.7850.
DESCRIPTION AMOUNT
Escrow Agent Fee:$500.00
TOTAL DUE $500.00