HomeMy WebLinkAboutMUNICIPAL LEASING ASSOCIATES, INC.LEASE WITH OPTION TO PURCHASE #91-093
This LEASE WITH OPTION TO PURCHASE ("Lease") is dated
and is by and between MUNICIPAL LEASING ASSOCIATES,
duly organized and operating under the laws of the
("CORPORATION") as lessor and the CITY OF SANTA ANA, a
organized and existing under the laws of the State of
as lessee.
r
as of June 27, 1991,
INC., a corporation
State of California
Political body duly
California ("CITY") -
RECITALS:
WHEREAS, the CITY deems it essential to acquire the property described
herein for its own public purposes; and
WHEREAS, it is intended that this Lease be treated as a tax-exempt
obligation of the CITY for federal income tax purposes; and
WHEREAS, the CITY and CORPORATION agree to mutually cooperate now or
hereafter, to the extent possible, in order to sustain the intent of this
agreement and the bargain of both parties hereto.
WITNESSETH:
NOW, THEREFORE in consideration of, the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. LEASE. CORPORATION hereby leases to CITY, and CITY hereby leases and
hires from CORPORATION all property (hereinafter referred to as
"Property") described in the schedule or schedules (hereinafter referred
to collectively as "Schedule") executed by the parties concurrently
herewith or hereafter and made a part hereof.
2. PROPERTY ACQUISITION. Corporation hereby appoints CITY as its
purchasing agent to acquire the Property leased hereunder and CITY hereby
accepts said appointment (hereinafter "Agency"). The AGENCY is limited to
i) negotiation of terms, conditions and acquisition cost of acquiring the
Property from suppliers and contractors (collectively "SUPPLIER") selected
by the CITY; ii) to the inspection and acceptance of Property upon its
delivery and installation; and iii) to the exercise of any rights or
remedies with respect tb Property warranties or guarantees. All
warranties and guarantees, either express or implied, that inure to
CORPORATION by virtue of the AGENCY are hereby passed through to CITY to
prosecute at CITY'S sole discretion.
3. LEASE PROCEEDS: Lease proceeds approved by the CORPORATION and
specified on each Schedule will be available for acquiring the Property
via disbursement either directly to the SUPPLIER or indirectly as a
reimbursement to the CITY pursuant to the AGENCY. Disbursements may
commence upon completion of Lease documentation and the issuance by CITY
to CORPORATION of a disbursement authorization. Disbursements for each
scheduled Property shall not .occur prior to its acceptance date unless
Corporation and CITY shall execute an Advance Payment Agreement that is
made a part. hereof. Said Advance Payment Agreement shall specify terms,
conditions and method of repayment for the CITY obligation created by the
disbursement of Lease proceeds in advance of Property acceptance.
4. TERM. The terms and conditions of this Lease shall become effective
upon the authorized execution of the Lease by the parties hereto. The
term of leasing each item of Property acquired hereunder commences and
terminates as of the dates designated in the applicable Schedule.
5. COVENANTS OF. CITY: CITY represents, covenants and warrants to
CORPORATION that:
( a ) CITY is a political subdivision of the state of California with the
power and authority to enter into this Lease.
(b) CITY'S governing body has duly authorized the execution and
delivery of this Lease and further represents and warrants that all
requirements have been met and procedures followed to ensure its
enforceability.
(c) The Property being leased is essential to the CITY in the
performance of its governmental functions and its estimated useful life in
the CITY'S possession exceeds the term of the Lease.
(d) Throughout the term of the Lease, the Property will be used for
performing one or more governmental functions consistent with the
permissible scope of CITY'S authority and will not be used in a trade or
business of any person, or entity other than the CITY except for uses by
community services organizations as prescribed in the Education Code.
( e ) Throughout the term of the Lease, CITY will take such action as may
be necessary to include Lease payment obligations in its annual budget and
to make reasonable and diligent efforts to annually appropriate lawfully
available revenues in an amount sufficient to make the annual .Lease
payments as they fall due.
(f) Upon CORPORATION'S written request, CITY will provide CORPORATION
with current financial statements, budgets and proof of appropriation for
each fiscal year.
( g ) CITY shall take- necessary steps to comply with federal laws and
regulations relative to preserving the tax-exempt status of this .Lease
including, but not limited to, the requirements set forth in Section 30
herein.
6. RENT. CITY SHALL PAY CORPORATION RENT IN THE AMOUNTS AND AT THE TIMES
SET FORTH IN THE SCHEDULE, AT THE OFFICE OF CORPORATION OR TO SUCH OTHER
PERSON OR AT SUCH OTHER PLACE AS CORPORATION MAY FROM TIME TO TIME
DESIGNATE IN WRITING. Subject to the section of this agreement entitled
"EARLY TERMINATION", the obligation to pay rent will be absolute and
unconditional in all events, and will not be subject'to set-off, defense,
abatement, reduction, counterclaim, or recoupment for any reason
whatsoever.. Should CITY fail to pay any part of the rent herein reserved
within fifteen (15) days from .the due date thereof, CITY shall be in
default hereunder, and upon CORPORATION'S written request, CITY shall pay
interest on such delinquent payment from the date said payment was due
until paid at the legal rate of twelve percent (12%) per annum or the
maximum legal rate, whatever is less. CITY shall pay rent exclusively
F,
from legally available funds, in lawful money of the United States of
America to CORPORATION or, in the event of assignments by CORPORATION, to
its ASSIGNEE. The obligation of CITY to pay rent hereunder shall
constitute a current expense of CITY and shall not in any way be construed
to be a debt of CITY in contravention of any applicable constitutional or
statutory limitations or requirements concerning the creation of
indebtedness by CITY, nor shall anything contained herein constitute a
pledge of the general tax revenues, funds or monies of CITY.
7. USE. CITY shall use the Property in a careful and proper manner and
shall comply with and conform to all national, state, municipal, police,
and other laws, ordinances, and regulations in anyway relating to the
possession, use, or. maintenance of the Property. If, at any time during
the term hereof, CORPORATION supplies CITY with labels, plates, or other
markings stating that the Property is owned by CORPORATION, •CITY shall
affix and keep the same upon a prominent place on the Property.
8. ACCEPTANCE. CITY shall acknowledge receipt and inspection of the
Property by executing a Certificate of Acceptance.
9. CORPORATION'S INSPECTION. Upon forty-eight (48) hours prior notice,
CORPORATION shall at any and all times during normal business hours have
the right to enter into and upon the premises where the Property is
located for the purpose of inspecting the same or observing its use. CITY
shall give CORPORATION immediate notice of any attachment or other.
judicial process affecting any item of Property.
10. PROPERTY SELECTION. CITY has or will select the type and quantity of
the Property leased hereunder. CITY shall ensure that all Property is
properly invoiced to CORPORATION. CORPORATION SHALL NOT BE LIABLE FOR,
NOR SHALL THE VALIDITY OF THIS LEASE BE AFFECTED BY, ANY DELAY IN OR
FAILURE OF DELIVERY OF SAID ORDERED PROPERTY. CORPORATION shall have no
duty to inspect the Property. If the Property is not properly installed,
does not operate as represented or warranted by the Supplier, or is
unsatisfactory for any reason, CITY shall make any claim on account
thereof solely against said Supplier. CITY HEREBY ASSUMES THE RISKS,
BURDENS, AND OBLIGATIONS TO ANY SUPPLIER ON ACCOUNT OF NONACCEPTANCE OF
THE PROPERTY AND/OR CANCELLATION OF THE LEASE AND UPON THE OCCURRENCE OF
ANY SUCH EVENT, CORPORATION WILL ASSIGN TO CITY, WITHOUT RECOURSE OR
WARRANTY, ITS RIGHTS AND TITLE to the Property and any documents related
thereto.
11. DISCLAIMER OF WARRANTY. CORPORATION NOT BEING THE MANUFACTURER OR
SUPPLIER OF ANY OF THE PROPERTY NOR A DEALER IN SIMILAR PROPERTY, HAS NOT
MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS
OR IMPLIED, WITH RESPECT TO THE DESIGN, DURABILITY, FITNESS FOR USE,
SUITABILITY, OR MERCHANTABILITY OF THE PROPERTY IN ANY RESPECT, AND AS
BETWEEN CORPORATION AND CITY, ALL PROPERTY SHALL BE ACCEPTED AND LEASED BY
CITY "WHERE IS, "AS IS," AND "WITH ALL FAULTS," AND CORPORATION SHALL NOT
BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN. CITY AGREES TO
SETTLE DIRECTLY SUCH CLAIMS WITH THE SUPPLIER AND WILL NOT ASSERT ANY SUCH
CLAIMS AGAINST CORPORATION.
12. ALTERATIONS AND ATTACHMENTS. All additions and improvements that are
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made to the Property shall belong to and become the property of the
CORPORATION except that separately identifiable attachments added to the
Property by the CITY may remain the property of the CITY as long as (i)
the attachment is paid for in full by the CITY and (ii) the CITY agrees to
remove the attachment and restore the Property to its original condition
if and when the Property may be returned to the CORPORATION.
13. RELOCATION. CITY shall not relocate the Property without the prior
written consent of the CORPORATION which will not be unreasonably
withheld. The CITY assumes all risks of loss to the Property attendant to
its movement and relocation. The location of the Property shall at all
times during the term of the Lease be subject to the full control of the
CITY for its governmental purpose.
14. REPAIRS. CITY, at its own cost and expense, shall furnish all labor
and materials to maintain the Property in good repair, condition, and
working order. CITY'S obligation to maintain the property does not
relieve the Supplier of its responsibility to fully perform with respect
to all applicable Property warranties and guarantees.
15. LOSS AND DAMAGE. CITY hereby assumes and shall bear the entire risk of
loss and damage to the Property from any and every cause whatsoever. No
loss or damage to the Property or any part thereof shall impair any
obligation of CITY under this Lease which shall continue in full force and
effect.
16. INSURANCE. CITY shall keep the Property insured against all risks of
loss or damage from every cause whatsoever for not less than the full
replacement value thereof as determined by CORPORATION, and CITY shall
carry public liability and property damage insurance covering the
Property. All said insurance shall be in form and amount and with
companies approved by CORPORATION and shall name CORPORATION as an
additional insured. CITY shall pay the ,premiums therefore and deliver
certification of said policies to CORPORATION. Each insurer shall agree,
by endorsement upon the policy or policies issued by it or by independent
instrument furnished to CORPORATION, that it will give CORPORATION thirty
(30) days' written notice before the policy or policies shall be altered
or cancelled. The proceeds of such insurance, at the option of CITY,
shall be applied: (a) toward the replacement, restoration, or repair of
the Property, or (b) toward payment of the total remaining obligations of
CITY hereunder. Should CITY replace, restore, or repair the .Property as
set out in option (a) above, this Lease shall continue in full force and
effect. Subject to prior written consent of CORPORATION, CITY may self -
insure up to specified limits as evidenced by a rider of self insurance to
be attached hereto.
17. TAXES. CITY shall keep the Property free and --clear of all levies,
liens, and encumbrances and shall promptly pay all fees, assessments,
charges, and taxes (municipal, state and federal) which may now or
hereafter be imposed upon the ownership, leasing, renting, sale,
possession, or use of the Property, excluding, however, all taxes on or
measured by CORPORATION'S income.
18. INDEMNITY. To the extent the law allows, CITY shall indemnify
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CORPORATION against and hold CORPORATION harmless from any and all claims,
actions, suits, proceedings, costs, expenses, damages, and liabilities,
including attorneys' fees, arising out of, connected with or resulting
from the Property, including without limitation, the selection,
possession, use, operation, or return of the Property.
19. DEFAULT. Should CITY fail to pay any part of the rent herein reserved
or any other sum required by CORPORATION to be paid by CITY within fifteen
(15 ) days of the due date thereof or fails in the performance of other
terms and conditions hereof, CITY shall be declared in default of this
Lease, and all CITY'S rights will terminate and CORPORATION will become
entitled to possession of the Property, to retain all rentals previously
paid and to recover all past due payments together with interest thereon.
in the event of a default by the CITY of a payment due hereunder, the
CORPORATION shall give ten (10) days written notice of intention to
terminate this Lease. CITY shall be relieved of the default if CITY
complies with all terms of this Lease within said ten (10) day period
including the remittance to CORPORATION of all past due payments together
with interest thereon at the legal rate of twelve percent (12%) per annum
or the maximum legal rate, whichever is less.
20. CONCURRENT REMEDIES. No right or remedy herein conferred upon or
reserved to -CORPORATION is exclusive of any other right or remedy herein,
but -each shall be cumulative of every other rig-ht or remedy given
hereunder or now or hereafter existing at law or in equity or by statute.
or otherwise, and may be enforced concurrently therewith or from time to
time; provided, however, that notwithstanding any provisions to the
contrary herein, the CORPORATION shall not under any circumstances have
the right to accelerate the rental payments that fall due in future rental
periods or otherwise declare any rental payments not then in default to be
immediately due and payable.
21. ASSIGNMENT. Without the prior written consent of CORPORATION, CITY
shall not (a) assign, transfer, pledge, or hypothecate this Lease, the
Property, or any part thereof, or any interest therein, or (b) sublet or
lend the Property or any part thereof, or permit the Property or any part
thereof to be used by anyone other than CITY or CITY'S employees. Consent
to any of the foregoing prohibited acts applies only in the given instance
and is not a consent to any subsequent like act' by CITY or any other
person. CORPORATION shall not assign its obligations under this Lease
with the exception of its obligation to issue default notices and to
convey the Property title to the CITY upon full satisfaction of the CITY's
obligations hereunder. CORPORATION may assign its right, title and
interest in this Lease, the rentals and other amounts due hereunder and
the Property in whole or in .part to one or more assignees or subassignees
at any time, without the consent of CITY. CORPORATION or its assignee may
also assign all of its rights, title and interest "in and to this Lease,
the rental payments and other amounts due hereunder to an agent on behalf
of owners of certificates of participation which may be issued by such
agent in this Lease. CITY shall cooperate with CORPORATION or its
assignee either now or hereafter by acknowledging any agreement relating
thereto which in no way will alter or affect the terms and conditions of
this Lease and the assignment of the Lease by CORPORATION. No such
assignment shall be effective as against CITY unless and until the
5
CORPORATION shall have filed with CITY a copy thereof. CITY shall.pay all
rentals due hereunder to or at the direction of CORPORATION or ASSIGNEE
named in the most recent assignment or notice of assignment filed with
CITY. During the Lease term,'CITY shall keep a complete and accurate
record of all such assignments. Subject always to the foregoing, this
Lease inures to the benefit of, and is binding upon, the heirs, legatees,
personal representatives, successors, and assigns of the parties hereto.
22. OWNERSHIP. The Property is and shall at all times be and remain the
sole and exclusive property of CORPORATION, and the CITY shall have no
right, title, or interest therein or thereto except as expressly set forth
in the paragraph herein entitled "Purchase Option".
23. PERSONAL PROPERTY. The Property is and shall at all times be and
remain personal property notwithstanding that the Property or any part
thereof may now be or hereafter become in any manner affixed or attached
to or imbedded in, or permanently resting upon, real property or any
building thereon, or attached in any manner to what is permanent as by
means of cement, plaster, nails, bolts, screws or otherwise.
24. NON -WAIVER. No covenant or condition of this Lease can be waived
except by the written consent of CORPORATION. Forbearance or indulgence
by CORPORATION in any regard whatsoever shall not constitute a waiver of
the covenant or condition in question. Until complete performance by CITY
of said covenant or condition, CORPORATION shall be entitled to invoke any
remedy available to CORPORATION under this Lease or by law or in equity
despite said forbearance or indulgence.
25. PURCHASE OPTION. If CITY is not in default hereunder, CITY shall be
granted options to purchase not less than all the Property in as -is
condition on -the dates and for the amounts set forth on the Schedule by
depositing with CORPORATION on the date of exercise an amount equal to all
rentals and other amounts then due or past. due (excluding only the rental
due on the date of exercise) and the applicable purchase option price.
The scheduled purchase option prices are exclusive of any applicable sales
tax.
26. EARLY TERMINATION. Upon written notice to CORPORATION given not later
than thirty (30) days prior to the end of any fiscal year of CITY, CITY
may terminate the Lease in its entirety as of the end of that fiscal year
based solely upon the CITY'S failure to appropriate funds for the
subsequent years' rental payment(s) after exercising reasonable efforts to
appropriate funds from any and all of its legally available sources. Upon
termination before the full term of the Lease, CITY, at its expense, shall
redeliver the Property to the CORPORATION at a location designated by
CORPORATION within the same county as the premises where the Property is
located in as good a condition as when received, normal wear and tear
excepted. If CITY terminates the Lease, CORPORATION may retain all
amounts previously paid by CITY and may collect and retain any amounts due
and unpaid as of the date of such termination.
27. EXTRAORDINARY COSTS. In the case of litigation, the prevailing party
shall be entitled to recover from the opposing party all costs and
expenses, including attorneys' fees, incurred by the prevailing party in
M.
exercising any of its rights or remedies hereunder or enforcing any of the
terms, conditions, or provisions hereof.
28. ENTIRE AGREEMENT. This Lease, the Schedule, and any agreements that
specifically refer to this Lease that are duly executed by authorized
agents of the parties hereto constitute the entire agreement between
CORPORATION and CITY, and it shall not be further amended, altered, or
changed except by a written agreement that is properly authorized and
executed by the parties hereto.
29. NOTICES. Service of all notices under this Lease shall be sufficient
if given personally or mailed to the party involved at its respective
address hereinafter set forth or at such address as such party may provide
in writing from time to time. Any such notice mailed to such address
shall be effective when deposited in the United States mail, duly
addressed and with postage prepaid.
30. REPORTS/TAX COVENANTS. CITY shall cooperate with CORPORATION to comply
with any and all reporting requirements that may be mandated by agencies
of the United States of America or the State of California, including the
timely filing of IRS Form #8038-G or #8038-GC. CITY covenants that it
will not sublease the Property or assign the Lease in a manner that may
result in the loss of federal tax exemption on the interest income portion
of each rental payment.
31. DESIGNATION. Contemporaneous herewith, CITY shall execute a
"Designation of Qualification" in the form attached hereto designating the
Lease as a qualified tax-exempt obligation pursuant to Section 265(b) of
the Internal Revenue Code of 1986..
32. TITLES. The titles to the paragraphs of this Lease are solely for the
convenience of the parties and are not an aid in the interpretation
thereof.
33. TIME. Time is of the essence in this Lease and each and all of its
provisions.
34. LEASE INTERPRETATION. This Lease and the rights of the parties
hereunder shall be determined in accordance with the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused their authorized agents
to execute this Lease on the dates specified below.
MUNICIPAL LEASING ASSOCIATES, INC.
16133 Ventura Blvd., 13th Ft Suite D
Encino, CA 91436
(lessor.)
Lo
Title
Date
CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana, -CA 92702
e see)
r
By
Title Daniel H. Young, Mayor
APPROVED S TO FORM //Pani ce C
7
RD COOPER
CITY ORNEY
C3i[{ Manver
Council
LEASE SCHEDULE #91-093
This Schedule is issued pursuant to the Lease with Option to Purchase
dated as of June 27, 1991 by and between the undersigned.
A. Property Location:
B. Property Description:
C. Name and Address of Supplier(s):
INFORMATION SERVICES
20 Civic Center Plaza
Santa Ana, CA 92702
Computer hardware and software with
related appurtenances
UNISYS CORPORATION
5 Hutton Centre
Santa Ana, CA 92701
D. Property Cost Summary:
Property Cost: $104,523.00
Sales Tax: 5,688.99
Less Down Payment: - 11,021.99
TOTAL COST: $ 99,190.00
* Paid by CITY c/o CORPORATION at time of Property.acceptance
.E. Lease Term. The term of this Schedule is for a period of sixty (60)
months and commences on the date the CITY acknowledges acceptance of the
Property and concludes sixty (60) months thereafter.
F. Payments of Rent. The lease rentals for this Schedule are due in five
(5) consecutive annual payments in accordance with the Payment Schedule
herein. Each payment includes interest at the rate of 7.62% per annum on
the unpaid principal balance.
G. Payment Schedule:
Payable annually in advance.
491--093
------------------------------------------------------------------------
PMT Due Date
Rent
Purchase
To
To
#
Option
Principal
Interest
--------------------.
1 On acceptance
---------------------------------_-------------------
$22,854.00
$22,854.00
$0.00
.2
22,854.00
$85,711
17,037.20
5,816.80
3
22,854.00
66,275
18,335.43
4,518.57
4
22,854.00
45,359
19,732.59
3,121.41
5
22,854,00
22,655
21,230.78
1,623.22
$1
------------------------------------------------------------------------
TOTALS: $114,270.00 $99,190.00 $15,080.00
------------------------------------------------------------------------
H. Purchase Option. The Purchase Option payments scheduled above are to
be made in Lieu of making the scheduled lease payment on a like date.
Purchase Options are granted to purchase not less than all of the
Property in "as is" condition in consideration of the specified pay-
ments. Upon the exercise of a Purchase Option or the making of all
scheduled lease payments, a bill of sale will be tendered evidencing
the transfer of title to the Property free and clear of any liens,
encumbrances or security interest.
Approved and agreed to:
MUNICIPAL LEASING ASSOCIATES,INC.
(lessor)
By
Title
Date
CITY OF SANTA ANA
(lessee)
B
Title aniel H. Young, ayor
Date
APPROVED AS TO FORM
DW DJ COOPER
CITY ORNEY
ASSIGNMENT OF LEASE #91-093
FOR VALUE RECEIVED, MUNICIPAL LEASING ASSOCIATES, INC. ("CORPORATION") as
assignor without recourse does hereby sell, assign, and transfer to MARINE
NATIONAL BANK ("ASSIGNEE") as assignee and its successors and assigns (i)
all of its right, title and 'interest in and to the attached Lease with
Option to -Purchase contract dated June 27, 1991 between the CORPORATION as
lessor and CITY OF SANTA ANA ("CITY") as lessee (hereinafter said lease
and any supplements, amendments, additions thereof and any extension or
renewals thereof is referred to as the "Lease") and (ii) all monies, sums
and amounts -now due or hereinafter to become due under the Lease. The
CORPORATION represents that the Lease and Lease Schedule(s) delivered to
ASSIGNEE are duly executed duplicate originals and comprise the entire.
writing, obligation and agreement between CORPORATION and CITY respecting
the Property and payment therefor.
CORPORATION further represents and warrants that it has made no prior sale
or assignment of any interest covered hereby; that the Lease is genuine
and in all respects is what it purports to be; that ASSIGNEE shall not be
liable for and does not assume responsibility for the performance of any
of the covenants, agreements, or obligations specified in the Lease to be
kept, paid or performed by CORPORATION with exception of ASSIGNEE'S
obligation to issue notices upon CITY'S default of the Lease and to convey
title to the leased Property upon CITY'S exercise of its option to
purchase said Property in'conformance with the terms of the Lease. The
CORPORATION further represents and warrants that as of the date this
assignment is made, the Lease is in full force and effect and the CITY is
not in default of any terms thereunder.
CORPORATION hereby constitutes and irrevocably appoints ASSIGNEE the true
and lawful attorney of CORPORATION to demand, receive and endorse payments
and to give receipts, releases and satisfactions either in the name of
ASSIGNEE or in the name of_CORPORATION in the same manner and with the
same effect as CORPORATION could do if this Assignment of Lease had not
been made. Within fifteen (15) days after receiving its full bargain with
respect to each Schedule covered hereby, ASSIGNEE shall cause to release
to CITY its vested interest in the Property thereto.
This Assignment of Lease shall be construed and governed in accordance
with the laws of the State of California. Any provision of this
Assignment of. Lease found to be prohibited by law shall be ineffective
only to the extent of such prohibition, and shall not invalidate the
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remainder of this Assignment of Lease.
This Assignment shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
IN WITNESS WHEREOF, the CORPORATION has caused this Assignment of Lease to
be executed by its duly authorized agent on the date specified below.
MUNICIPAL LEASING ASSOCIATES, INC.
(assignor)
By ._,_
Title
Date
NOTICE OF ASSIGNMENT #91-093
MUNICIPAL LEASING ASSOCIATES, INC. (the "ASSIGNOR") hereby gives notice to
CITY OF SANTA ANA of an assignment by ASSIGNOR over to MARINE NATIONAL
BANK, (the "ASSIGNEE") in which ASSIGNOR assigns to ASSIGNEE all of its
rights in and to the rental payments and other amounts due or coming due
from CITY OF SANTA ANA under that certain Lease with Option to Purchase
dated as of June 27, 1991 (the "Lease"). ASSIGNOR hereby instructs CITY OF
SANTA ANA that all rental payments coming due pursuant to Schedule #91-093
of the Lease commencing with the f/s scheduled rental payment are to be
made payable and remitted to MARINE NATIONAL BANK, 18401 Von Karman
Avenue, Irvine, CA 92715.
MUNICIPAL LEASING ASSOCIATES, INC.
(ASSIGNOR)
By
Title
Date
ACKNOWLEDGMENT OF ASSIGNMENT
CITY OF SANTA ANA hereby acknowledges receipt of the Notice of Assignment
by MUNICIPAL LEASING ASSOCIATES, INC. assigning over to MARINE NATIONAL
BANK all rental payments coming due from CITY OF SANTA ANA pursuant to
Schedule #91-093 of that certain Lease with Option to Purchase dated June
27, 1991 commencing with the f/s scheduled rental payment. The
undersigned further acknowledges the receipt of a copy of the assignment
agreement for its records.
CITY OF SANTA ANA
r Y
By Q;4)
Title E y n [:7avar
Date
i..;J9r wu•�
APPROVED ~
} I. G► M
RNEY
ATTEST:
PURCHASING (AGENCY) AGREEMENT
LEASE #91-093
This Purchasing Agreement ("Purchasing Agreement") is entered into
pursuant to that certain Lease with Option to Purchase dated June 27,
1991 by and between MUNICIPAL LEASING ASSOCIATES, INC. ("CORPORATION")
as lessor and CITY OF SANTA ANA ("CITY") as lessee. For the purposes
of this Purchasing Agreement, capitalized terms used herein shall have
the same meanings as in said Lease.
WHEREAS, Section 2 of said Lease contemplates that CORPORATION shall be
responsible for the ordering of Property upon its purchase orders; and
WHEREAS, CORPORATION and CITY deem it appropriate and convenient that
CITY acting as CORPORATION's agent, from time to time, be responsible
for the ordering of the Property generally described as computer
hardware and software with related appurtenances.
NOW, THEREFORE, upon the terms and conditions of the Purchasing
Agreement, CITY is hereby appointed a special purchasing agent and
attorney -in -fact to order the Property in the name and on behalf of the
CORPORATION. This appointment and authorization is in addition to and
not in substitution of the provisions of Section 2 of the Lease.
Terms and conditions'of this Purchasing Agreement shall be as follows:
1. This appointment and authorization is revocable at any time by
CORPORATION, without notice to CITY, but shall otherwise expire nine
(9) months from Lease date.
2. CITY shall receive no compensation hereunder.
3. CITY shall notify CORPORATION in writing of the Property ordered
by CITY and shall indicate the Property Cost (including price, sales
and other taxes, transportation charges and installation costs). Upon
CORPORATION's receipt of invoices for Property ordered, CORPORATION
will prepare -a Lease Schedule and forward to CITY for execution. Upon
CITY's acceptance of the Property in working order and CORPORATION's
receipt and approval of the Lease Schedule, CORPORATION will promptly
pay the Supplier of the Property and/or reimburse to CITY the sums of
money is has previously paid the Supplier-(s) on behalf of the
CORPORATION.
4. This CITY and appointment, is further limited to the extent of
$99,190.00 aggregate Property cost.
5. This Purchasing Agreement applies only as stated herein and shall
not be deemed to create any joint venture or enterprise between
CORPORATION and,CITY.
6. This Purchasing Agreement is supplementary to the terms and
conditions of the Lease and it forms a part thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Purchasing
Agreement to be executed by their authorized agents on dates specified
below. .
MUNICIPAL LEASING ASSOCIATES, INC.
By
Title
Date
CI SANTA ANA
r
By
Title .D_&nj el H . Ynting, Mayor
Date
ATTEST:
JA 10E C. GtTY
CLERK U THE COUNCIL
City ma"Pr
DESIGNATION OF QUALIFICATION #91-093
This designation by the CITY OF SANTA ANA ("CITY") as lessee is issued to
MARINE NATIONAL BANK ("Bank") as assignee of lessor under that certain
Lease with Option to Purchase agreement dated June 27, 1991 ("Lease") for
the financing of governmental use property.
The CITY hereby designates the Lease as a qualified tax-exempt obligation
pursuant to Section 265(b) of the Internal Revenue Code of 1986 and the
CITY agrees that it will not designate more than $10,000,000 of qualified
tax-exempt obligations during. calendar year 1991 pursuant to Section
265(b)(3)(D) of the Code.
Further, the CITY represents to the Bank that the CITY reasonably expects
that the aggregate principal amount of all tax --exempt obligations issued
by the CITY and its subordinate entities will not exceed $10,000,000 for
-all of calendar year 1991.
CITY OF SANTA ANA
lessee)
Q�41
B4 � — y
Title Daniel 11. Young, Mayor
Date
ATTEST®
JANICE C. GUY
CLE ". K C7 THi 7- CCOYNC!!.
This designation was submitted to and approved by the CITY'S governing
body at a meeting duly held'on U TU
kl)
Approved as to eojjje�ji
APPROVE Cl 5 TO FORM
Dt 5W.4W ;i C OPER
CITY A NEY
MUNICIPAL LEASING ASSOCIATES, INC.
16133 Ventura Boulevard, 13th.FL suite D
Encino, CA 91436
INVOICE
DATE: June 27, 1991
TO: CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana, CA 92702
INVOICE ITEMIZATION
RE: LEASE dated June 27, 1991
LEASED PROPERTY: Computer hardware and software with
related appurtenances
LEASE -NUMBER: #91-093
PROPERTY LOCATION: INFORMATION SERVICES
LEASE RENTAL PAYMENT DUE ON ACCEPTANCE
MAKE CHECK PAYABLE TO AND REMIT TO MUNICIPAL LEASING
ASSOCIATES, INC., 16133 VENTURA BLVD., 13TH FL SUITE D,
ENCINO, CA 91436
TOTAL AMOUNT DUE: $22,854.00
REL:mb 6/10/91'
RESOLUTION NO. 91.- 058
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF SANTA ANA AUTHORIZING
LEASE PURCHASE AGREEMENT AND
SIGNATORIES.
WHEREAS, the City of Santa Ana, County of Orange, State
of California ("CITY") is duly authorized and existing under the
laws of said State; and
WHEREAS,, the City solicited third party proposals for
lease purchase financing of miscellaneous equipment for the
Information Services Division, having an approximate financing cost
of $99,1.90.00; and
WHEREAS, Municipal Leasing Associates, Inc.
("Corporation") has offered the CITY the most cost effective
financing requiring periodic lease payments including principal
plus interest computed at a 7.62% annual percentage rate;
NOW, THEREFORE, BE IT RESOLVED that the Mayor and the
Clerk of the Council '.are hereby authorized on behalf of CITY to
enter into binding agreements with the Corporation for leasing the
property upon such terms as may seem advisable to said officers,
and to execute, as agent for the CITY,.all necessary agreements,
but not limited to, a Lease/option agreement, advance payment
agreement, acknowledgment to assignment and acceptance certificate.
Each officer is also authorized to accept direct delivery of the
Property.
BE IT FURTHER RESOLVED that the contemplated lease
transaction be designated by this body as a qualified tax exempt
obligation pursuant to Section 265(b) of the Internal Revenue Code
1
RESOLUTION 91-058
�
PAGE TWO
of 1986 and the authorized officers
be directed to execute the'._`
Ftf�.4
} "Designation of Qualification" document.
i
j ADOPTED this 17th day of
June 199 1
i
,
ATTEST:
•
r
Daniel H. Young
-Mayor
44Aice C. Guy
Clerk of the Council
COUNCILMEMBERS:
i
Young Aye
APPROVED AS TO FORM:
Pulido--
# Acosta
Griset_
McGuigan a
Norton
Edward o er
Richardson AY-9—
City Attorney
CERTIFICATE OF ORIGINALITY
State of California
County of Orange
I, JANICE C. GUY, Clerk of the Council, do hereby certify the
attached Resolution 9 / --D .ST' . to be the original resolution
adopted by the
J�City Council of the City of Santa Ana on
tf/ - I L - Y I
2
Clerk of the Council, Date
City of Santa Ana