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219 <br /> <br />PBCC <br /> <br />Pitney Bowes Credit Corporation <br /> <br /> June 17, 1998 <br /> <br />City of Santa Aha <br />20 Civic Center Plaza M-17 <br />P,O. Box 1988 <br />Santa Aha, CA 92702 <br />Attention: Rod Coloma <br /> <br />Dear Mr. Coloma: <br /> <br />Pitney Bowes Credit Corporation ("PBCC") is pleased to submit the following proposal for a lease <br />transaction with City of Santa Aha (hereinafter referred to as "Lessee"). <br /> <br />Pitney Bowes Credit Corporation and/or its assigns. <br /> <br />City of Santa Ana <br /> <br />Computer Hardware, Software, and Consulting Services <br /> <br />$3,100,000 <br /> <br />Sixty Months <br /> <br />See Exhibit A <br /> <br />Semi-Annual in Arrears <br /> <br />Lessor: <br /> <br />Lessee: <br />Equipment: <br />Equipment Cost: <br />Term: <br /> <br />Fixed Interest Rate: <br />Payment Interval: <br /> <br />In addition to the items set forth above, this letter is predicated on the general characteristics, <br />assumptions and conditions set forth below: <br /> <br />Type of Lease: <br /> <br />The lease will be a triple net lease, whereby the Lessee would be <br />responsible for all expenses related directly or indirectly to the <br />transaction, including, but not limited to, maintenance, taxes (other <br />than taxes imposed on the net' income of the Lessor), insurance <br />coverage, etc. The Lessee would be responsible for certain <br />indemnifications including, but not limited to, indemnifications <br />against all hazards, liabilities, damages and risks of loss. <br /> <br />Opinion of Counsel: <br /> <br />At closing, the Lessee shall provide an opinion of counsel which will <br />address that the Lease is a valid and binding obligation of the City, <br />and that under present law interest on the Lease is not included in the <br />gross income of the owner therefore for federal income tax purposes <br />is not included as an item of tax preference in computing the federal <br />alternative minimum tax for certain corporations. In addition, the <br />opinion will state that interest under state law is exempt from income <br />taxation. <br /> <br />3020 Old Ranch Parkway Suite410 Seal Beach CA 90740-2751 562-799-0933 Fax562-493-7244 <br /> <br /> <br />