Document Missoula_doc_84bfd694bf

VIA OVERNIGHT DELIVERY SERVICE June 15th 2 0 0 9 Mr. Brentt Ramharter Finance Director City of Missoula 435 Ryman Missoula, MT 59802 Re: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15, 2009 (the “Agreement”), Schedule of Property No. 01 dated July 15, 2009 (“Schedule-1”), Schedule of Property No. 02 dated July 15, 2009 (“Schedule-2”) and Schedule of Property No. 03 dated July 15, 2009 (“Schedule-3”) (collectively, the Agreement, and Schedule-1; and Schedule-2; and Schedule-3, each, form a separate and distinct “Lease”) Dear Mr. Ramharter: It is our understanding that one hundred percent (100%) of the project costs shall be considered a capitalizable asset for the term of the Lease. Enclosed you will find the following Lease documents: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15, 2009; Draft Addendum to Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15, 2009; Schedule of Property No(s). 01, 02 and 03 (Exhibit Rental Payment Schedule relating to Schedule of Property No(s). 01, 02 and 03 (Exhibit A-1); Final Acceptance Certificate or Partial Acceptance, as relevant, relating to Schedule of Property No(s). 01, 02 and 03 (Exhibit Sample Form “Opinion of Counsel” (Exhibit C) for Schedule of Property No(s). 01, 02 and 03; Acceptance of Rental Payment Obligation relating to Schedule of Property No(s). 01, 02 and 03 (Exhibit Essential Use/Source of Funds Certificate relating to Schedule of Property No(s). 01, 02 and 03; Insurance Coverage Requirements and Lease Payment Instructions relating to Schedule of Property No(s). 01, 02 and 03; 10.) Municipal Certificates relating to Schedule of Property No(s). 01, 02 and 03; and 11.) Incumbency Certificate relating to Schedule of Property No(s). 01, 02 and 03. California First National Bank’s approval of this Lease is expressly conditioned upon our review and approval of all-final lease documents, (ii) there shall be (as determined by Lessor) no material adverse change in Lessee’s financial condition, (iii) Vendor(s) payment(s) (by Lessor) shall take place on or after July 15, 2009 (Schedule of Property No. 01 = $280,060.57, Schedule of Property No. 02 = $188,351.89 and Schedule of Property No. 03 = $942,000.00), and (iv) additional documentation, as determined by Lessor, which may be required. In addition to items through 11.), above, we will also require the following: Lessor shall file UCC-1 Financing Statements relating to Schedule of Property No(s). 01, 02 and 03; 18201 Von Karman Avenue, Suite 420, Irvine, California 92612 Phone [PHONE REDACTED] [PHONE REDACTED] Fax [PHONE REDACTED] www.CalFirst.com ---PAGE BREAK--- Mr. Brentt Ramharter June 15, 2009 Page Two Vendor shall provide Lessor with Original Invoices (reflecting Lessee as Purchaser) relating to Schedule of Property No(s). 01, 02 and 03 or, alternatively, the City of Missoula shall provide Lessor with copies of the Vendor Invoices and the City of Missoula’s payment support (including but not limited to copies of cancelled checks); Exhibit A-2, relating to Schedule of Property No(s). 01, 02 and 03, which specifically identifies the Equipment, as applicable, by Quantity, (ii) Description, (iii) Model No. and (iv) Serial No(s)/VIN No(s); and A copy of the City of Missoula’s Authorizing Resolution for Schedule of Property No(s). 01, 02 and 03 to Master Equipment Lease/Purchase Agreement No. BL01101. If you should have any questions whatsoever, please call me at (800)317-8687 – Ext. 308. In advance, thank you for your assistance with these ongoing leasing matters. Very truly yours, California First National Bank, Government and Education Group Janet Bartells Assistant Vice President Enclosures ---PAGE BREAK--- California First National Bank MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT This Master Equipment Lease/Purchase Agreement No. BL01101 dated as of July 15 , 2009, and entered into between California First National Bank (“CalFirst”), a California corporation (“Lessor”), and City of Missoula , a body corporate and politic existing under the laws of the State of Montana (“Lessee”). 1. Agreement. Lessee agrees to lease from Lessor certain “Equipment” as described in each Equipment Schedule (Exhibit which together with a Rental Payment Schedule (Exhibit A-1) constitute a “Schedule”, subject to the terms and conditions of and for the purposes set forth in each Lease. Items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein. Each Schedule and the terms and provisions of this Agreement (which includes all exhibits hereto, together with any amendments and modifications pursuant thereto) which are incorporated by reference into such Schedule shall constitute a separate and independent lease and installment purchase of the Equipment therein described and are referred to herein as a “Lease”. 2. Term. The “Commencement Date” for each Lease is the date when interest commences to accrue under such Lease which date shall be the earlier of the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 11, or (ii) the date on which sufficient monies to purchase the Equipment listed in such Lease are deposited for that purpose with an escrow agent, or (iii) the date sufficient monies are set aside for acquisition of Equipment as evidenced in Exhibit D, if applicable. The “Lease Term” for each Lease means the Original Term and all Renewal Terms therein provided and for this Agreement means the period from the date hereof until this Agreement is terminated. The “Original Term” means the period from the Commencement Date for each Lease until the end of Lessee’s fiscal year or biennium (as the case may be) (the “Fiscal Period”) in effect at such Commencement Date. The “Renewal Term” for each Lease is each term having a duration that is coextensive with the Fiscal Period. 3. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows: Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority under the constitution and laws of the state where the Lessee is located (“State”) to enter into this Agreement and each Lease and the transactions contemplated hereby and to perform all of its obligations hereunder and under each Lease; Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called and held in accordance with State law, or by other appropriate official approval, and all requirements have been met and procedures have occurred to ensure the validity and enforceability of this Agreement and each Lease; Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic; Lessee has complied with such public bidding requirements as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in each Lease; during the Lease Term, the Equipment will be used by Lessee solely and exclusively for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority; Lessee will annually provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing Fiscal Period, and such other financial information relating to the ability of Lessee to continue each Lease as may be requested by Lessor; and Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule. 4. Tax and Arbitrage Representations. Lessee hereby represents as follows:(a) the estimated total costs of the Equipment listed in each Schedule will not be less than the total principal portion of the Rental Payments listed in such Rental Payment Schedule; the Equipment listed in each Schedule has been ordered or is expected to be ordered within 6 months of the Commencement Date, and all amounts deposited in escrow to pay for the Equipment, and interest earnings, will be expended on costs of the Equipment and the financing within 3 years of Commencement Date; no proceeds of any Lease will be used to reimburse Lessee for expenditures made more than 60 days prior to the Commencement Date or, if earlier, more than 60 days prior to any official action taken to evidence an intent to finance; Lessee has not created or established, and does not expect to create or establish, any sinking fund or similar fund that is reasonably expected to be used to pay the Rental Payments, or (ii) that may be used solely to prevent a default in the payment of the Rental Payments; the Equipment listed in each Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in part, prior to the last maturity of Rental Payments; Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (“Code”), including without limitation Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation; and Lessee intends that each Lease not constitute a “true” lease for federal income tax purposes. 5. Lease of Equipment. Upon the execution of each Lease, Lessor demises, leases, transfers, and lets to Lessee, and Lessee acquires, rents, leases and hires from Lessor, the Equipment in accordance with the terms thereof. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Term the Lease Term shall be automatically extended upon the successive appropriation by Lessee’s governing body of amounts sufficient to pay Rental Payments and other amounts payable under the related Lease during the next succeeding Fiscal Period until all Rental Payments payable under such Lease have been paid in full, unless Lessee shall have terminated such Lease pursuant to Section 7 or Section 22. The terms and conditions during any Renewal Term shall be the same as the terms and conditions ---PAGE BREAK--- during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. 6. Continuation of Lease Term. Lessee currently intends, subject to Section 7, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the maximum Lease Term of each Lease can be obtained. Lessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the applicable Schedule for any Renewal Term is within the discretion of the governing body of Lessee. 7. Nonappropriation. Lessee is obligated only to pay such Rental Payments under each Lease as may lawfully be made from funds budgeted and appropriated for that purpose. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under any Lease following the then current Original Term or Renewal Term, such Lease or Leases shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 30 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If any Lease is terminated in accordance with this Section, Lessee agrees to peaceably deliver the Equipment to Lessor at the location(s) to be specified by Lessor. 8. Conditions to Lessor’s Performance. This Agreement is not a commitment by Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor’s discretion. Lessee will cooperate with Lessor in Lessor’s review of any proposed Lease. Lessee understands that Lessor requires certain documentation and information necessary to enter into any Lease and Lessee agrees to provide Lessor with any documentation or information Lessor may request in connection with Lessor’s review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee. 9. Rental Payments. Lessee shall pay “Rental Payments” as described in Exhibit A-1 to each Lease, exclusively from legally available funds, to Lessor on the dates and in such amounts as provided in each Lease. To the extent permissible by law, Lessee shall pay Lessor a one-time late charge equal to five percent of the amount of the past due Rental Payment. Each month thereafter, until paid, past due amounts remaining unpaid hereunder shall bear interest at the lesser of one and one-half percent per month or the maximum rate permitted by law. Rental Payments consist of principal and interest portions. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein or in a Lease constitute a pledge of the general tax revenues, funds or monies of Lessee. 10. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED IN SECTIONS 7 AND 9, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET- OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIPMENT TO BE DELIVERED OR INSTALLED, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. 11. Delivery; Installation; Acceptance. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified in each Lease and pay any and all delivery and installation costs in connection therewith. When the Equipment listed in any Lease has been delivered and installed, Lessee shall immediately accept such Equipment and evidence said acceptance by executing and delivering to Lessor an Acceptance Certificate (Exhibit Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term. 12. Location; Inspection. Once installed, no item of the Equipment will be moved from the location specified for it in the Lease on which such item is listed without Lessor’s consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. 13. Use; Maintenance. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body. Lessee agrees that it will, at Lessee’s own cost and expense, maintain, preserve and keep the Equipment in good repair and working order. Lessee will enter into a maintenance contract for the Equipment that is acceptable to Lessor. 14. Title. Upon acceptance of the Equipment under a Lease by Lessee, title to the Equipment shall vest in Lessee subject to Lessor’s rights under the Lease; provided that title shall thereafter immediately and without any action by Lessee vest in Lessor, and Lessee shall immediately surrender possession of the Equipment to Lessor, upon any termination of the applicable Lease other than termination pursuant to Section 22 or the occurrence of an Event of Default. Transfer of title to Lessor pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such transfer. 15. Security Interest. To secure the payment of all of Lessee’s obligations under each Lease, upon the execution of such ---PAGE BREAK--- Lease, Lessee grants to Lessor a security interest constituting a first and exclusive lien on the Equipment applicable to such Lease and on all proceeds therefrom. Lessee agrees to execute such additional documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment. Lessee hereby authorizes Lessor to file all financing statements, affidavits, notices and similar instruments, in form and substance satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a security interest in the Equipment in favor of Lessor and its successors and assigns. Lessee hereby authorizes Lessor to file all financing statements that Lessor deems necessary or appropriate to establish, maintain and perfect such security interest. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated. 16. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by each Lease. The parties to this Agreement contemplate that the Equipment will be used for governmental or proprietary purposes of Lessee and that the Equipment will therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such taxes or charges as the same may become due. 17. Insurance. At its own expense, Lessee shall during each Lease Term maintain casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor, in an amount at least equal to the then applicable “Purchase Price” of the Equipment as described in Exhibit A-1 of each Lease; liability insurance that protects Lessee from liability in all events in form and amount satisfactory to Lessor; and workers’ compensation coverage as required by the laws of the State; provided that, with Lessor’s prior written consent, Lessee may self-insure against the risks described in clauses and Lessee shall furnish to Lessor evidence of such insurance or self-insurance coverage throughout each Lease Term. Lessee shall not materially modify or cancel such insurance or self-insurance coverage without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification. All such insurance described in clauses and above shall contain a provision naming Lessor as a loss payee and additional insured. 18. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order, Lessor may, but shall be under no obligation to, maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee agrees to pay such amounts so advanced by Lessor with interest thereon from the advance date until paid at the rate of 12% per annum or the maximum rate permitted by law, whichever is less. 19. Damage, Destruction and Condemnation. If the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment to substantially the same condition as existed prior to the event causing such damage, destruction, or condemnation, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 22. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of this Section, the term “Net Proceeds” shall mean the amount of insurance proceeds received by Lessee for replacing, repairing, restoring, modifying, or improving damaged or destroyed Equipment, or the amount remaining from the gross proceeds of any condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the collection thereof. If the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to herein, Lessee shall either complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or pursuant to Section 22 purchase Lessor’s interest in the Equipment and in any other Equipment listed in the same Lease. The amount of the Net Proceeds, if any, remaining after completing such replacement, repair, restoration, modification or improvement or after purchasing Lessor’s interest in the Equipment and such other Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Section 9. 20. DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO WHETHER EXPRESS OR IMPLIED, AND LESSEE ACCEPTS SUCH EQUIPMENT AS IS AND WITH ALL FAULTS. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF ANY LEASE OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE’S USE OF ANY ITEM, PRODUCT OR SERVICE PROVIDED FOR IN ANY LEASE. 21. Vendor’s Warranties. Lessor hereby irrevocably appoints Lessee as its agent and attorney-in-fact during each Lease Term, so long as Lessee shall not be in default under the related Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against Vendor. The term “Vendor” means any supplier or manufacturer of the Equipment as well as the agents or dealers of the manufacturer or supplier from whom Lessor purchased or is purchasing such Equipment. Lessee’s sole remedy for the breach of such warranty, indemnification or representation shall be against Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights or obligations of Lessor with respect to any Lease, including the right to receive full and timely payments under a Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties ---PAGE BREAK--- whatsoever as to the existence or the availability of such warranties by Vendor of the Equipment. 22. Purchase Option. Lessee shall have the option to purchase Lessor’s interest in all of the Equipment listed in any Lease, upon giving written notice to Lessor at least 60 days before the date of purchase, at the following times and upon the following terms: on the Rental Payment dates specified in each Lease, upon payment in full of the Rental Payments then due under such Lease plus the then applicable Purchase Price as referenced in Exhibit A-1; or in the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee’s notice to Lessor of its exercise of the purchase option upon payment in full to Lessor of the Rental Payments then due under such Lease plus the then applicable Purchase Price plus accrued interest from the immediately preceding Rental Payment date to such purchase date. 23. Initial Administrative Fee. With respect to any Schedule annexed to this Agreement, upon Lessee’s execution of the Schedule, Lessee shall pay to Lessor an Initial Administrative Fee in the amount set forth in the related Schedule, as consideration for Lessor’s services in connection with the preparation, review and execution of such Schedule. 24. Assignment. Lessor’s right, title and interest in and to each Lease, including Rental Payments and any other amounts payable by Lessee thereunder and all proceeds therefrom, may be assigned and reassigned to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee; provided that any such assignment shall not be effective until Lessee has received written notice, signed by the assignor, of the name and address of the assignee, and it is registered on the registration books. Lessee shall retain all such notices as a register of all assignees in compliance with Section 149(a) of the Code, and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents that may be reasonably requested by Lessor or any assignee to protect its interests and property assigned pursuant to this Section. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or Vendor. Assignments may include without limitation assignment of all of Lessor’s security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment. Lessee hereby agrees that Lessor may, without notice to Lessee, sell, dispose of, or assign this Agreement or any particular Lease or Leases through a pool, trust, limited partnership, or other similar entity, whereby one or more interests are created in this Agreement or in a Lease or Leases, or in the Equipment listed in or the Rental Payments under a particular Lease or Leases. None of Lessee’s right, title and interest in, to and under any Lease or any portion of the Equipment listed in each Lease may be assigned, subleased, or encumbered by Lessee for any reason without obtaining prior written consent of Lessor. 25. Events of Default. Any of the following events shall constitute an “Event of Default” under a Lease: failure by Lessee to pay any Rental Payment or other payment required to be paid under a Lease at the time specified therein; failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor; any statement, representation or warranty made by Lessee in or pursuant to any Lease shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; or Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar official is appointed for Lessee or any of its property. 26. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: by written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable; with or without terminating the Lease Term under such Lease, Lessor may enter the premises where the Equipment listed in such Lease is located and retake possession of such Equipment or require Lessee at Lessee’s expense to return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference between the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of the Equipment listed therein that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the provisions of Section 7 hereof. The exercise of any such remedies in respect of any such Event of Default shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in any or all of the Equipment. Any net proceeds from the exercise of any remedy under a Lease (after deducting all costs and expenses referenced in the Section) shall be applied as follows: if such remedy is exercised solely with respect to a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment; or (ii) if such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due pursuant to such Leases pro-rata. 27. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under a Lease now or hereafter existing at law or in equity. 28. Notices. All notices or other communications under any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties hereto at the addresses listed below (or at such other address as either party hereto shall designate in writing to the other for notices to such party), or to any assignee at its address as it appears on the registration books maintained by Lessee. 29. Release and Indemnification. To the extent permitted by State law, and subject to Section 7, Lessee shall indemnify, release, protect, hold harmless, save and keep harmless Lessor ---PAGE BREAK--- from and against any and all liability, obligation, loss, claim, tax and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith (including, without limitation, attorney’s fees and expenses, penalties connected therewith imposed on interest received) arising out of or as result of entering into any Lease, the ownership of any item of Equipment, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of Equipment, any accident in connection with the operation, use, condition, possession, storage or return of any item of Equipment resulting in damage to property or injury to or death to any person, and/or the breach of any covenant or any material representation contained in a Lease. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under all Leases or the termination of the Lease Term under all Leases for any reason. Notwithstanding the foregoing contained in Section 29. Release and indemnification, the release and indemnification provided herein, by Lessee, shall not apply to any liability, obligation, loss, claim, tax or damage caused by or resulting from the gross negligence or willful misconduct of Lessor or its employees or representatives. 30. Miscellaneous Provisions. Each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. References herein to “Lessor” shall be deemed to include each of its assignees and subsequent assignees from and after the effective date of each assignment as permitted by Section 24. In the event any provision of any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision thereof. Each Lease may be amended by mutual written consent of Lessor and Lessee. Each Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease. This Agreement and each Lease shall be governed by and construed in accordance with the laws of the State. 31. Jury Trial Waiver. THE PARTIES TO THIS AGREEMENT HEREBY UNCONDITIONALLY WAIVE, IN A KNOWING AND INTENTIONAL MANNER , THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM. The scope of this waiver is intended to be all- encompassing of any and all disputes that may be filed in any court (including , without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR RELATED TRANSACTION. In the event of litigation, this Agreement may be flied as a written consent to a trial by the court. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. (LESSOR) (LESSEE) California First National Bank City of Missoula 18201 Von Karman Avenue, Suite 420 435 Ryman Irvine, CA 92612 Missoula, Montana 59802 By: By: Name: Name: Title: Title: Attested To: By: Name: Title: ---PAGE BREAK--- DRAFT 06/12/09 ADDENDUM TO MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT NO. BL01101 This Addendum is supplemental to and made a part of Master Equipment Lease/Purchase Agreement Order No. BL01101 dated July 15 , 2009 (the “Agreement”) by and between CITY OF MISSOULA (as “Lessee”) and California First National Bank (as “Lessor”). Capitalized terms used in this Addendum without definition shall have the meanings set forth in the Agreement, unless the context hereof specifically requires otherwise. This Addendum is to be construed as supplemental to, and a part of, the Agreement. Lessee and Lessor acknowledge and agree that the Agreement is hereby amended as follows: First Paragraph: In line two after the text that reads “a California corporation (“Lessor”) and City of Missoula,” delete the words that read “a body corporate and politic” and in its stead insert the following: “a city and political subdivision” SECTION 3. Representations and Covenants of Lessee: Delete SECTION 3. Representations and Covenants of Lessee in its entirety and in its stead insert the following: “SECTION 3. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows: Lessee is a city and political subdivision existing under the constitution and laws of the State of Montana (the “State”); Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called and held in accordance with State law; Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic; all requirements have been met and procedures have occurred to ensure the enforceability of this Agreement and each Lease and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Agreement and each Lease; during the Lease Term, the Equipment will be used by Lessee solely and exclusively for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority; Lessee will annually provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing Fiscal Period, and such other financial information relating to the ability of Lessee to continue to each Lease as may be reasonably requested by Lessor; and Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule.” SECTION 4. Tax and Arbitrage Representations: In line seven (07) and line (10), after the words that read “Commencement Date” and before the insert the following words: ---PAGE BREAK--- “for each Lease” In line twelve (12) after the text that reads “60 days prior to the” and before the words “Commencement Date” insert the following word: “applicable” Section 9. Rental Payments: In line five (05), after the text that reads “permissible by law,” and before the words that read “Lessee shall pay Lessor” insert the following text: “if Lessee fails to pay any Rental Payment required to be paid under a Lease at the time(s) specified therein,” SECTION 11. Delivery; Installation; Acceptance: Delete SECTION 11. Delivery; Installation; Acceptance in its entirety and in its stead insert the following: “Section 11. Delivery; Installation; Acceptance. Lessee shall order the Equipment, cause the Equipment to be delivered and installed and pay any and all delivery and installation costs in connection therewith. When the Equipment listed in any Lease has been delivered and equipped, Lessee shall immediately accept such Equipment and evidence said acceptance by executing and delivering to Lessor an Acceptance Certificate (Exhibit Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term.” SECTION 12. Location; Inspection: Delete SECTION 12. Location; Inspection in its entirety and in its stead insert the following: “Section 12. Location; Inspection. Lessee shall keep the Equipment within the State of Montana with respect to any Lease. With thirty (30) days prior written notice, Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for purpose of inspecting the Equipment.” Section 13. Use; Maintenance: The last sentence that reads, “Lessee will enter into a maintenance contract for the Equipment that is acceptable to Lessor[.]” shall be deleted in its entirety and there shall be no replacement text inserted in its stead. Section 31. Jury Trial Waiver: In line one (01), before the words that read “THE PARTIES TO THIS AGREEMENT” insert the following text: “TO THE EXTENT PERMITTED BY STATE LAW,” ---PAGE BREAK--- In all other respects, the terms and conditions of the Agreement, as originally written, shall remain in full force and effect. The Agreement, as amended herein, sets forth the entire and final understanding between the parties with respect hereto. The terms of this Addendum have been negotiated and jointly drafted by Lessee and Lessor and, therefore, the language of the Addendum shall not be construed in favor or against either party. The undersigned represent that they have the authority to enter into this Addendum, and that the same shall be legally binding and enforceable on the respective principals. IN WITNESS WHEREOF the parties hereto, by their authorized signatories, have executed this Addendum at the date set forth below their respective signatures. Lessee: City of Missoula Lessor: California First National Bank By: By: Name: Name: Title: Title: Date: Date: ---PAGE BREAK--- EXHIBIT A SCHEDULE OF PROPERTY NO. 01 PAGE ONE OF ONE RE: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT NO. BL01101 entered into as of July 15 , 2009, ("Agreement"), between California First National Bank ("Lessor") and City of Missoula (“Lessee"). All terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. The following items of Equipment are hereby included under this Schedule to the Agreement. DESCRIPTION OF EQUIPMENT Quantity Description Model No. Serial No(s). Ronan Auto Sales ($217,431.23): (06) Police Patrol Cars (2 @ $36,274.05, 1 @ $36,268.21, 1 @ $36,173.21 and 2 @ $36,173.31) Big Sky Motor Sports ($44,760.00): (03) Police @ $14,920.00/Unit Other ($17,869.34): Total Cost = $280,060.57 THE ABOVE-REFERENCED EQUIPMENT SHALL BE MORE FULLY DESCRIBED ON EXHIBIT “A-2” TO RELATED DOCUMENTS AT A LATER DATE. Vendor(s): Ronan Auto Sales (Address: TBD) Big Sky Motor Sports (Address: TBD) Initial Administrative Fee: N/A Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. Lessee hereby designates the Schedule as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The aggregate face amount of all tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued or to be issued by Lessee and all subordinate entities thereof during the calendar year in which the Schedule is executed is not reasonably expected to exceed $10,000,000. Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of tax-exempt obligations (including the Schedule but excluding private activity bonds other than qualified 501(c)(3) bonds) during the calendar year in which this Schedule is executed without first obtaining an opinion of nationally recognized counsel acceptable to Lessor that the designation of the Schedule as a "qualified tax-exempt obligation" will not be adversely affected. The aggregate face amount of all tax exempt obligations (other than private activity bonds) issued or to be issued by Lessee and all subordinate entities thereof during the calendar year in which this Schedule is executed is not reasonably expected to exceed $5,000,000. Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax-exempt obligations (including the Schedule but excluding private activity bonds) during the calendar year in which this Schedule is executed without first obtaining an opinion of nationally recognized counsel acceptable to Lessor that the excludability of the interest under the Schedule from gross income for federal income tax purposes will not be adversely affected. Dated: July 15, 2009 Lessee: City of Missoula Lessor: California First National Bank By: By: Name: Name: Title: Title: Date: Date: ---PAGE BREAK--- EXHIBIT A SCHEDULE OF PROPERTY NO. 02 PAGE ONE OF ONE RE: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT NO. BL01101 entered into as of July 15 , 2009, ("Agreement"), between California First National Bank ("Lessor") and City of Missoula (“Lessee"). All terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. The following items of Equipment are hereby included under this Schedule to the Agreement. DESCRIPTION OF EQUIPMENT Quantity Description Model No. Serial No(s). (02) New Replacement Snow Plow Assembly (01) New Flail Mower Assembly To Mount on Unit 224 (01) New 2009 Artic CAT ATV (03) New 2009 Detective/Administrative Car (01) New 2009 Toyota Prius-Fire (01) New Sanders (01) New Thermal Imagers (01) New 2009 Chevrolet Pick-Up Truck (01) New ATV with Plow (01) Mini Trucks Total Cost = $188,351.89 THE ABOVE-REFERENCED EQUIPMENT SHALL BE MORE FULLY DESCRIBED ON EXHIBIT “A-2” TO RELATED DOCUMENTS AT A LATER DATE. Vendor(s): TBD (Address: TBD) Initial Administrative Fee: N/A Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. Lessee hereby designates the Schedule as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The aggregate face amount of all tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued or to be issued by Lessee and all subordinate entities thereof during the calendar year in which the Schedule is executed is not reasonably expected to exceed $10,000,000. Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of tax-exempt obligations (including the Schedule but excluding private activity bonds other than qualified 501(c)(3) bonds) during the calendar year in which this Schedule is executed without first obtaining an opinion of nationally recognized counsel acceptable to Lessor that the designation of the Schedule as a "qualified tax-exempt obligation" will not be adversely affected. The aggregate face amount of all tax exempt obligations (other than private activity bonds) issued or to be issued by Lessee and all subordinate entities thereof during the calendar year in which this Schedule is executed is not reasonably expected to exceed $5,000,000. Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax-exempt obligations (including the Schedule but excluding private activity bonds) during the calendar year in which this Schedule is executed without first obtaining an opinion of nationally recognized counsel acceptable to Lessor that the excludability of the interest under the Schedule from gross income for federal income tax purposes will not be adversely affected. Dated: July 15, 2009 Lessee: City of Missoula Lessor: California First National Bank By: By: Name: Name: Title: Title: Date: Date: ---PAGE BREAK--- EXHIBIT A SCHEDULE OF PROPERTY NO. 03 PAGE ONE OF ONE RE: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT NO. BL01101 entered into as of July 15 , 2009, ("Agreement"), between California First National Bank ("Lessor") and City of Missoula (“Lessee"). All terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. The following items of Equipment are hereby included under this Schedule to the Agreement. DESCRIPTION OF EQUIPMENT Quantity Description Model No. Serial No(s). (01) New 2009 Pierce Fire Engine @ $385,000.00 (03) New 2009 Freightliner Single Axle Frame Mounted Sanding Truck @ $109,000.00/Unit ($327,000.00) (02) New 2009 Tandem Axle Dump Truck @ $115,000.00/Unit ($230,000.00) Total Cost = $942.000.00 THE ABOVE-REFERENCED EQUIPMENT SHALL BE MORE FULLY DESCRIBED ON EXHIBIT “A-2” TO RELATED DOCUMENTS AT A LATER DATE. Vendor(s): TBD (Address: TBD) Initial Administrative Fee: N/A Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. Lessee hereby designates the Schedule as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The aggregate face amount of all tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued or to be issued by Lessee and all subordinate entities thereof during the calendar year in which the Schedule is executed is not reasonably expected to exceed $10,000,000. Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of tax-exempt obligations (including the Schedule but excluding private activity bonds other than qualified 501(c)(3) bonds) during the calendar year in which this Schedule is executed without first obtaining an opinion of nationally recognized counsel acceptable to Lessor that the designation of the Schedule as a "qualified tax-exempt obligation" will not be adversely affected. The aggregate face amount of all tax exempt obligations (other than private activity bonds) issued or to be issued by Lessee and all subordinate entities thereof during the calendar year in which this Schedule is executed is not reasonably expected to exceed $5,000,000. Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax-exempt obligations (including the Schedule but excluding private activity bonds) during the calendar year in which this Schedule is executed without first obtaining an opinion of nationally recognized counsel acceptable to Lessor that the excludability of the interest under the Schedule from gross income for federal income tax purposes will not be adversely affected. Dated: July 15, 2009 Lessee: City of Missoula Lessor: California First National Bank By: By: Name: Name: Title: Title: Date: Date: ---PAGE BREAK--- EXHIBIT A-1 RENTAL PAYMENT SCHEDULE PAGE ONE OF ONE Re: Schedule of Property No. 01 , dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. Payment No. Rental Payment Due Date Rental Payment Amount Amount Applied To Interest Amount Applied To Principal Purchase Price 1 07/15/09 $98,693.34 $ 0.00 $98,693.34 $181,367.23 2 07/15/10 $98,693.34 $10,579.69 $88,113.65 $ 93,253.58 3 07/15/11 $98,693.34 $ 5,439.76 $93,253.58 $ 1.00 Total $296,080.02 $16,019.45 $280,060.57 Lessee and Lessor hereby acknowledge and agree that Lessee’s option to purchase, as set forth in subpart of Section 22 Purchase Option of Master Equipment Lease/Purchase Agreement No. BL01101, Lessor’s interest in all of the Equipment that is the subject of Schedule of Property No. 01 (EXHIBIT A) shall not be available to Lessee for Payment No. 1 (Rental Payment Due Date of 07/15/09). Lessee and Lessor hereby acknowledge and agree that Lessee’s option to purchase, as set forth in subpart of Section 22 Purchase Option of Master Equipment Lease/Purchase Agreement No. BL01101, Lessor’s interest in all of the Equipment that is the subject of Schedule of Property No. 01 (EXHIBIT A) shall be available to Lessee for Payment No. 2 (Rental Payment Due Date of 07/15/10) and Payment No. 3 (Rental Payment Due Date of 07/15/11). COMMENCEMENT DATE: July 15, 2009 Lessee: City of Missoula By: Title: Date: Lessor: California First National Bank By: Title: Date: ---PAGE BREAK--- EXHIBIT A-1 RENTAL PAYMENT SCHEDULE PAGE ONE OF ONE Re: Schedule of Property No. 02 , dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. Payment No. Rental Payment Due Date Rental Payment Amount Amount Applied To Interest Amount Applied To Principal Purchase Price 1 07/15/09 $41,588.10 $ 0.00 $41,588.10 $146,763.79 2 07/15/10 $41,588.10 $7,641.65 $33,946.45 $112,817.34 3 07/15/11 $41,588.10 $5,874.14 $35,713.96 $ 77,103.38 4 07/15/12 $41,588.10 $4,014.59 $37,573.51 $ 39,529.87 5 07/15/13 $41,588.10 $2,058.23 $39,529.87 $ 1.00 Total $207,940.50 $19,588.61 $188,351.89 Lessee and Lessor hereby acknowledge and agree that Lessee’s option to purchase, as set forth in subpart of Section 22 Purchase Option of Master Equipment Lease/Purchase Agreement No. BL01101, Lessor’s interest in all of the Equipment that is the subject of Schedule of Property No. 01 (EXHIBIT A) shall not be available to Lessee for Payment No. 1 (Rental Payment Due Date of 07/15/09) and Payment No. 2 (Rental Payment Due Date of 07/15/10). Lessee and Lessor hereby acknowledge and agree that Lessee’s option to purchase, as set forth in subpart of Section 22 Purchase Option of Master Equipment Lease/Purchase Agreement No. BL01101, Lessor’s interest in all of the Equipment that is the subject of Schedule of Property No. 01 (EXHIBIT A) shall be available to Lessee for Payment No. 3 (Rental Payment Due Date of 07/15/11), Payment No. 4 (Rental Payment Due Date of 07/15/12) and Payment No. 5 (Rental Payment Due Date of 07/15/13). COMMENCEMENT DATE: July 15, 2009 Lessee: City of Missoula By: Title: Date: Lessor: California First National Bank By: Title: Date: ---PAGE BREAK--- EXHIBIT A-1 RENTAL PAYMENT SCHEDULE PAGE ONE OF ONE Re: Schedule of Property No. 03 , dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. Payment No. Rental Payment Due Date Rental Payment Amount Amount Applied To Interest Amount Applied To Principal Purchase Price 1 07/15/09 $127,273.62 $ 0.00 $127,273.62 $814,726.38 2 07/15/10 $127,273.62 $60,423.36 $ 66,850.26 $747,876.12 3 07/15/11 $127,273.62 $55,465.48 $ 71,808.14 $676,067.98 4 07/15/12 $127,273.62 $50,139.90 $ 77,133.72 $598,934.26 5 07/15/13 $127,273.62 $44,419.36 $ 82,854.26 $516,080.00 6 07/15/14 $127,273.62 $38,274.56 $ 88,999.06 $427,080.94 7 07/15/15 $127,273.62 $31,674.03 $ 95,599.59 $331,481.35 8 07/15/16 $127,273.62 $24,583.98 $102,689.64 $228,791.71 9 07/15/17 $127,273.62 $16,968.11 $110,305.51 $118,486.20 10 07/15/18 $127,273.62 $ 8,787.42 $118,486.20 $ 1.00 Total $1,272,736.20 $330,736.20 $942,000.00 Lessee and Lessor hereby acknowledge and agree that Lessee’s option to purchase, as set forth in subpart of Section 22 Purchase Option of Master Equipment Lease/Purchase Agreement No. BL01101, Lessor’s interest in all of the Equipment that is the subject of Schedule of Property No. 01 (EXHIBIT A) shall not be available to Lessee for Payment No. 1 (Rental Payment Due Date of 07/15/09), Payment No. 2 (Rental Payment Due Date of 07/15/10), Payment No. 3 (Rental Payment Due Date of 07/15/11), Payment No. 4 (Rental Payment Due Date of 07/15/12) and Payment No. 5 (Rental Payment Due Date of 07/15/13). Lessee and Lessor hereby acknowledge and agree that Lessee’s option to purchase, as set forth in subpart of Section 22 Purchase Option of Master Equipment Lease/Purchase Agreement No. BL01101, Lessor’s interest in all of the Equipment that is the subject of Schedule of Property No. 01 (EXHIBIT A) shall be available to Lessee for Payment No. 6 (Rental Payment Due Date of 07/15/14), Payment No. 7 (Rental Payment Due Date of 07/15/15), Payment No. 8 (Rental Payment Due Date of 07/15/16), Payment No. 9 (Rental Payment Due Date of 07/15/17) and Payment No. 10 (Rental Payment Due Date of 07/15/18). COMMENCEMENT DATE: July 15, 2009 Lessee: City of Missoula By: Title: Date: Lessor: California First National Bank By: Title: Date: ---PAGE BREAK--- EXHIBIT B PLEASE COMPLETE EITHER FINAL OR PARTIAL ACCEPTANCE, AS RELEVANT FINAL ACCEPTANCE CERTIFICATE Re: Schedule of Property No. 01, dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. In accordance with the Master Equipment Lease/Purchase Agreement No. BL01101 (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: All of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property No. 01 (the "Schedule") has been delivered, installed and accepted on the date hereof. Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. LESSEE: CITY OF MISSOULA Acceptance > OR < PAYMENT REQUEST and PARTIAL ACCEPTANCE CERTIFICATE California First National Bank, is hereby requested to pay the person or entity designated below as Payee, the sum set forth below in payment of a portion or all of the cost of the acquisition described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the "Equipment" listed in Schedule of Property No. 01 (Exhibit A) to the Master Equipment Lease/Purchase Agreement No. BL01101 referenced above. Quantity Serial Number/Description: Amount: Payee: Payee’s Federal ID Lessee hereby certifies and represents to and agrees with Lessor as follows: the equipment described above has been delivered, installed and accepted on the date hereof; (ii) Lessee has conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and hereby acknowledges that it accepts said equipment for all purposes; (iii) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement; (iv) no event or condition that constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. Dated: LESSEE: CITY OF MISSOULA By: Title: PLEASE RETURN PAYMENT REQUEST TO: CALIFORNIA FIRST NATIONAL BANK 18201 Von Karman, Suite 420 Irvine, CA 92612 ---PAGE BREAK--- EXHIBIT B PLEASE COMPLETE EITHER FINAL OR PARTIAL ACCEPTANCE, AS RELEVANT FINAL ACCEPTANCE CERTIFICATE Re: Schedule of Property No. 02, dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. In accordance with the Master Equipment Lease/Purchase Agreement No. BL01101 (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: All of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property No. 02 (the "Schedule") has been delivered, installed and accepted on the date hereof. Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. LESSEE: CITY OF MISSOULA Acceptance > OR < PAYMENT REQUEST and PARTIAL ACCEPTANCE CERTIFICATE California First National Bank, is hereby requested to pay the person or entity designated below as Payee, the sum set forth below in payment of a portion or all of the cost of the acquisition described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the "Equipment" listed in Schedule of Property No. 02 (Exhibit A) to the Master Equipment Lease/Purchase Agreement No. BL01101 referenced above. Quantity Serial Number/Description: Amount: Payee: Payee’s Federal ID Lessee hereby certifies and represents to and agrees with Lessor as follows: the equipment described above has been delivered, installed and accepted on the date hereof; (ii) Lessee has conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and hereby acknowledges that it accepts said equipment for all purposes; (iii) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement; (iv) no event or condition that constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. Dated: LESSEE: CITY OF MISSOULA By: Title: PLEASE RETURN PAYMENT REQUEST TO: CALIFORNIA FIRST NATIONAL BANK 18201 Von Karman, Suite 420 Irvine, CA 92612 ---PAGE BREAK--- EXHIBIT B PLEASE COMPLETE EITHER FINAL OR PARTIAL ACCEPTANCE, AS RELEVANT FINAL ACCEPTANCE CERTIFICATE Re: Schedule of Property No. 03, dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. In accordance with the Master Equipment Lease/Purchase Agreement No. BL01101 (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: All of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property No. 03 (the "Schedule") has been delivered, installed and accepted on the date hereof. Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. LESSEE: CITY OF MISSOULA Acceptance > OR < PAYMENT REQUEST and PARTIAL ACCEPTANCE CERTIFICATE California First National Bank, is hereby requested to pay the person or entity designated below as Payee, the sum set forth below in payment of a portion or all of the cost of the acquisition described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the "Equipment" listed in Schedule of Property No. 03 (Exhibit A) to the Master Equipment Lease/Purchase Agreement No. BL01101 referenced above. Quantity Serial Number/Description: Amount: Payee: Payee’s Federal ID Lessee hereby certifies and represents to and agrees with Lessor as follows: the equipment described above has been delivered, installed and accepted on the date hereof; (ii) Lessee has conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and hereby acknowledges that it accepts said equipment for all purposes; (iii) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement; (iv) no event or condition that constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. Dated: LESSEE: CITY OF MISSOULA By: Title: PLEASE RETURN PAYMENT REQUEST TO: CALIFORNIA FIRST NATIONAL BANK 18201 Von Karman, Suite 420 Irvine, CA 92612 ---PAGE BREAK--- Exhibit C City of Missoula, Montana Missoula, Montana California First National Bank Irvine, California Re: City of Missoula, Montana - $1,410,412.46 Master Equipment Lease/Purchase Agreement No. BL01101, Schedules of Property No. 01, 02 and 03 Ladies and Gentlemen: We have acted as special counsel to the City of Missoula, Montana (the “City”) in connection with the execution and delivery by the City of Master Equipment Lease/Purchase Agreement No. BL01101, dated , 2009, and Schedules of Property No. 01, 02 and 03 (collectively, the “Lease”) with California First National Bank (the “Lessor”) which, among other things, provides for the lease of certain personal property listed in the Schedules of Property No. 01, 02 and 03, and related documents, including a resolution of the City Council of the City adopted on , 2009, (the “Resolution”). We have examined federal and Montana law and such other proceedings and documents as we deemed necessary to render this opinion as special counsel to the City. Capitalized terms used in this letter and not defined herein shall have the meanings granted to them in the Lease. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of the Lessor and public officials of the City furnished to us without undertaking to verify the same by independent investigation. Based upon such examination of such proceedings and documents and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents and the genuineness of the signatures thereon, and the accuracy of the facts and conclusions stated therein, and based upon present Montana and federal laws (which excludes any pending legislation which may have a retroactive effect on or prior to the date hereof), regulations, rulings and decisions in effect on the date hereof, it is our opinion that, as of the date hereof: The City is a municipal corporation and political subdivision organized and existing under the laws of the State of Montana. The City has the power to enter into lease agreements such as the Lease pursuant to the Constitution and laws of the State of Montana pursuant to, inter alia, Montana Code Annotated, Sections 7-1-4124 and 7-8-4101, as amended. The proceedings of the City relating to the Lease show lawful authority for the execution and delivery of the Lease by the City and (ii) the City to carry out the City’s obligations under terms of the Lease. The Lease has been duly authorized and executed by the City, and is a legal, valid and binding obligation of the City enforceable in accordance with its terms. Missoula Opinion of Counsel ---PAGE BREAK--- The Lease is payable from appropriations to be made annually by the City, and the City has not pledged its full faith and credit to the payment of the Lease. The Lease is not a general obligation of the City. The Lease Payments payable by the City under the Lease are payable solely from the current revenues of the City and are subject to annual appropriation by the City in accordance with the provisions of the Lease and the Montana budgeting laws relating to the City. In the sole event that money is not so appropriated and provided by the City with respect to the Leased Property, the City may, by written notice to the Lessor, discontinue the Lease at the end of any fiscal year of the City then in effect. If the City should discontinue the Lease at the end of any such fiscal year in the manner provided therein, the Lease is terminated without penalty or liability on the part of the City to pay any Lease Payments coming due after such event of nonappropriation, but in such event the City has the obligation to deliver possession of the Leased Property to the Lessor at the time and in the manner provided in the Lease. The portion of the Rental Payments paid by the City which is designated and paid as interest, as provided in the Lease, is excludable from gross income for federal income tax purposes. The portion of the Lease Payments paid by the City which is designated and paid as interest, as provided in the Lease, is not a specific preference item and is not included in adjusted current earnings for purposes of the federal alternative minimum tax. The opinions expressed in the immediately preceding paragraph are subject to the condition of the City’s compliance with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the execution of the Lease in order that interest may be, and continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with these continuing requirements. The City’s failure to do so could result in the inclusion of interest in gross income for federal income tax purposes, retroactive to the date of execution of the Lease. In addition, we express no opinion as to the effect of any termination of the City’s obligations under the Lease, under certain circumstances as provided in the Lease, upon the treatment for federal income tax purposes of any money received subsequent to such termination. The City has designated the Lease as a “qualified tax-exempt obligation” for the purposes of Section 265(b)(3) of the Code. We express no opinion as to the compliance by the Lessor with state or federal securities laws applicable to the offer, sale or assignment of the Lease, or the Lease Payments, to any individual, financial institution or other investor; and we express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest under the lease or arising with respect to ownership of the Lease. Our opinion set forth in paragraph 3 above is subject to limitations as to enforceability which may result from bankruptcy, insolvency, or other similar laws affecting creditors rights generally and to limitations imposed by general principles of equity concerning the enforceability of any of the remedies, covenants, or other provisions of the Lease and upon the availability of injunctive relief or other equitable remedies. As to enforcement of rights against any property or person: we express no opinion as to the enforceability of provisions of the Lease to the extent it contains waivers by the City of any rights or remedies which may be constitutionally protected or protected by law or cumulative remedies to the extent such cumulative remedies purport to compensate or would have the effect of compensating the party entitled to the benefits thereof in an amount in excess of the benefit bargained for by the Lessor; and (ii) we express no opinion as to the enforceability of the provisions of the Lease if the Lessor has not complied with the requirements of Article 9 of the Uniform Commercial Code as in effect the State of Montana as such requirements apply to the creation, perfection and enforcement of the Lessor’s rights in the property which is subject to the Lease. Further, our opinion in paragraph 3 above does not mean that any particular remedy is available upon a default or (ii) every provision of the Lease will be upheld or enforced in each and every circumstance by a court; it being understood ---PAGE BREAK--- that enforceability of a particular provision and/or unavailability of a particular remedy should not materially interfere with the practical realization of the general substantive benefits intended to be afforded by the Lease. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of any offering material relating to the Lease, and we express no opinion relating thereto. This opinion is given as of the date hereof and may be relied upon only by the addressees hereof as well as by their successors and assigns, but only with regard to the matters expressly set forth herein. The opinions expressed herein are rendered as of the date hereof, we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereinafter occur. Dated at Minneapolis, Minnesota, , 2009. Very truly yours, By: ---PAGE BREAK--- EXHIBIT D ACCEPTANCE OF RENTAL PAYMENT OBLIGATION Re: Schedule of Property No. 01, dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. In accordance with the Master Equipment Lease/Purchase Agreement No. BL01101 (the “Agreement”), the undersigned hereby acknowledges and represents that: All or a portion of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property (the “Schedule”) has not been delivered, installed, or available for use and has not been placed in service as of the date hereof; Lessee acknowledges that Lessor has agreed to set aside funds in an amount sufficient to provide financing (to the extent requested by Lessee and agreed to by Lessor) for the Equipment listed in the Schedule (the “Financed Amount”); The Financed Amount is set forth as the “Principal Component” of Rental Payments in the Rental Payment Schedule attached to the Schedule as Exhibit A-1 (“Exhibit and Lessee agrees to execute a Payment Request Form, attached to the Agreement as Exhibit B, authorizing payment of the Financed Amount, or a portion thereof, for each disbursement of funds. NOTWITHSTANDING that all or a portion of the Equipment has not been delivered to, or accepted by, Lessee on the date hereof, Lessee warrants that: Lessee’s obligation to commence Rental Payments as set forth in Exhibit A-1 is absolute and unconditional as of the Commencement Date of the Schedule and on each date set forth in Exhibit A-1 thereafter, subject to the terms and conditions of the Agreement; Immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee’s final acceptance of the Equipment by delivering to Lessor a “Final Acceptance Certificate” in the form set forth as Exhibit B to the Agreement; In the event that any surplus amount remains from the funds set aside or an event of nonappropriation under the Agreement occurs, any amount then remaining shall be applied or distributed in accordance with Lessor’s standard servicing procedures, which includes, but is not limited to, application of the remaining amount to the next Rental Payment and other amounts due; and Regardless of whether Lessee delivers a Final Acceptance Certificate, Lessee shall be obligated to pay all Rental Payments (including principal and interest) as they become due as set forth in Exhibit A-1. AGREED TO on Lessee: CITY OF MISSOULA By: Name: Title: ---PAGE BREAK--- EXHIBIT D ACCEPTANCE OF RENTAL PAYMENT OBLIGATION Re: Schedule of Property No. 02, dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. In accordance with the Master Equipment Lease/Purchase Agreement No. BL01101 (the “Agreement”), the undersigned hereby acknowledges and represents that: All or a portion of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property (the “Schedule”) has not been delivered, installed, or available for use and has not been placed in service as of the date hereof; Lessee acknowledges that Lessor has agreed to set aside funds in an amount sufficient to provide financing (to the extent requested by Lessee and agreed to by Lessor) for the Equipment listed in the Schedule (the “Financed Amount”); The Financed Amount is set forth as the “Principal Component” of Rental Payments in the Rental Payment Schedule attached to the Schedule as Exhibit A-1 (“Exhibit and Lessee agrees to execute a Payment Request Form, attached to the Agreement as Exhibit B, authorizing payment of the Financed Amount, or a portion thereof, for each disbursement of funds. NOTWITHSTANDING that all or a portion of the Equipment has not been delivered to, or accepted by, Lessee on the date hereof, Lessee warrants that: Lessee’s obligation to commence Rental Payments as set forth in Exhibit A-1 is absolute and unconditional as of the Commencement Date of the Schedule and on each date set forth in Exhibit A-1 thereafter, subject to the terms and conditions of the Agreement; Immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee’s final acceptance of the Equipment by delivering to Lessor a “Final Acceptance Certificate” in the form set forth as Exhibit B to the Agreement; In the event that any surplus amount remains from the funds set aside or an event of nonappropriation under the Agreement occurs, any amount then remaining shall be applied or distributed in accordance with Lessor’s standard servicing procedures, which includes, but is not limited to, application of the remaining amount to the next Rental Payment and other amounts due; and Regardless of whether Lessee delivers a Final Acceptance Certificate, Lessee shall be obligated to pay all Rental Payments (including principal and interest) as they become due as set forth in Exhibit A-1. AGREED TO on Lessee: CITY OF MISSOULA By: Name: Title: ---PAGE BREAK--- EXHIBIT D ACCEPTANCE OF RENTAL PAYMENT OBLIGATION Re: Schedule of Property No. 03, dated July 15 , 2009, to Master Equipment Lease/Purchase Agreement No. BL01101 , dated as of July 15 , 2009, between California First National Bank, as Lessor, and City of Missoula , as Lessee. In accordance with the Master Equipment Lease/Purchase Agreement No. BL01101 (the “Agreement”), the undersigned hereby acknowledges and represents that: All or a portion of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property (the “Schedule”) has not been delivered, installed, or available for use and has not been placed in service as of the date hereof; Lessee acknowledges that Lessor has agreed to set aside funds in an amount sufficient to provide financing (to the extent requested by Lessee and agreed to by Lessor) for the Equipment listed in the Schedule (the “Financed Amount”); The Financed Amount is set forth as the “Principal Component” of Rental Payments in the Rental Payment Schedule attached to the Schedule as Exhibit A-1 (“Exhibit and Lessee agrees to execute a Payment Request Form, attached to the Agreement as Exhibit B, authorizing payment of the Financed Amount, or a portion thereof, for each disbursement of funds. NOTWITHSTANDING that all or a portion of the Equipment has not been delivered to, or accepted by, Lessee on the date hereof, Lessee warrants that: Lessee’s obligation to commence Rental Payments as set forth in Exhibit A-1 is absolute and unconditional as of the Commencement Date of the Schedule and on each date set forth in Exhibit A-1 thereafter, subject to the terms and conditions of the Agreement; Immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee’s final acceptance of the Equipment by delivering to Lessor a “Final Acceptance Certificate” in the form set forth as Exhibit B to the Agreement; In the event that any surplus amount remains from the funds set aside or an event of nonappropriation under the Agreement occurs, any amount then remaining shall be applied or distributed in accordance with Lessor’s standard servicing procedures, which includes, but is not limited to, application of the remaining amount to the next Rental Payment and other amounts due; and Regardless of whether Lessee delivers a Final Acceptance Certificate, Lessee shall be obligated to pay all Rental Payments (including principal and interest) as they become due as set forth in Exhibit A-1. AGREED TO on Lessee: CITY OF MISSOULA By: Name: Title: ---PAGE BREAK--- ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE City of Missoula (Lessee) 435 Ryman Missoula, Montana 59802 Re: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), and Schedule of Property No. 01 dated July 15 , 2009 (collectively, the “Lease”) This certificate confirms and affirms that the Equipment described in the Lease referenced above is essential to the functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Such Equipment will be used by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of its authority. 1. Is the Equipment new, upgrade, additional or 2. If replacement, how old is the existing equipment? 3. Please fully explain the use of the Equipment including any specific department that may be its primary user. 4. If the Equipment is computer hardware or software, on what hardware will the software run and is the existing hardware owned or being leased? 5. From which fund will lease payments be 6. Will any loan or grant monies be used to make lease Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. Signature: Name: Title: Phone: ( ) Please return this certificate with complete copies of your two most recent audited financial statements so that we may begin our credit review process. Thank you. ---PAGE BREAK--- ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE City of Missoula (Lessee) 435 Ryman Missoula, Montana 59802 Re: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), and Schedule of Property No. 02 dated July 15 , 2009 (collectively, the “Lease”) This certificate confirms and affirms that the Equipment described in the Lease referenced above is essential to the functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Such Equipment will be used by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of its authority. 1. Is the Equipment new, upgrade, additional or 2. If replacement, how old is the existing equipment? 3. Please fully explain the use of the Equipment including any specific department that may be its primary user. 4. If the Equipment is computer hardware or software, on what hardware will the software run and is the existing hardware owned or being leased? 5. From which fund will lease payments be 6. Will any loan or grant monies be used to make lease Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. Signature: Name: Title: Phone: ( ) Please return this certificate with complete copies of your two most recent audited financial statements so that we may begin our credit review process. Thank you. ---PAGE BREAK--- ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE City of Missoula (Lessee) 435 Ryman Missoula, Montana 59802 Re: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), and Schedule of Property No. 03 dated July 15 , 2009 (collectively, the “Lease”) This certificate confirms and affirms that the Equipment described in the Lease referenced above is essential to the functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Such Equipment will be used by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of its authority. 1. Is the Equipment new, upgrade, additional or 2. If replacement, how old is the existing equipment? 3. Please fully explain the use of the Equipment including any specific department that may be its primary user. 4. If the Equipment is computer hardware or software, on what hardware will the software run and is the existing hardware owned or being leased? 5. From which fund will lease payments be 6. Will any loan or grant monies be used to make lease Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period. Signature: Name: Title: Phone: ( ) Please return this certificate with complete copies of your two most recent audited financial statements so that we may begin our credit review process. Thank you. ---PAGE BREAK--- INSURANCE COVERAGE REQUIREMENTS LESSOR: CALIFORNIA FIRST NATIONAL BANK LESSEE: CITY OF MISSOULA 1. In accordance with Section 17 of the Master Equipment Lease/Purchase Agreement No. BL01101 (the “Agreement”), Schedule of Property No. 01 dated July 15 , 2009, we have instructed the insurance agent named below: (Please fill in name, address and telephone number). Telephone: Fax: To issue: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming California First National Bank and/or its assigns, as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming California First National Bank and/or its assigns as Additional Insured. Minimum Coverage Required: $1,000,000.00 per person; $1,000,000.00 aggregate bodily injury liability; $500,000.00 property damage liability OR 2. Pursuant to Section 17 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. LEASE PAYMENT INSTRUCTIONS Pursuant to the Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), Schedule of Property No. 01, dated July 15 , 2009, between California First National Bank (the “Lessor”) and City of Missoula , as Lessee (the “Lessee”), Lessee hereby acknowledges the obligations to make Rental Payments when due, in accordance with Exhibit A-1 to the Agreement. LESSEE NAME: ID#: INVOICE MAILING Mail invoices to the attention of: Approval of Invoices required Accounts Payable Contact: Processing time for Do you have a Purchase Order Number that you would like included on the invoice? No Yes____ Do your Purchase order numbers change annually? Processing time for new purchase orders: LESSEE: CITY OF MISSOULA By: Title: Date: ---PAGE BREAK--- INSURANCE COVERAGE REQUIREMENTS LESSOR: CALIFORNIA FIRST NATIONAL BANK LESSEE: CITY OF MISSOULA 1. In accordance with Section 17 of the Master Equipment Lease/Purchase Agreement No. BL01101 (the “Agreement”), Schedule of Property No. 02 dated July 15 , 2009, we have instructed the insurance agent named below: (Please fill in name, address and telephone number). Telephone: Fax: To issue: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming California First National Bank and/or its assigns, as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming California First National Bank and/or its assigns as Additional Insured. Minimum Coverage Required: $1,000,000.00 per person; $1,000,000.00 aggregate bodily injury liability; $500,000.00 property damage liability OR 2. Pursuant to Section 17 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. LEASE PAYMENT INSTRUCTIONS Pursuant to the Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), Schedule of Property No. 02, dated July 15 , 2009, between California First National Bank (the “Lessor”) and City of Missoula , as Lessee (the “Lessee”), Lessee hereby acknowledges the obligations to make Rental Payments when due, in accordance with Exhibit A-1 to the Agreement. LESSEE NAME: ID#: INVOICE MAILING Mail invoices to the attention of: Approval of Invoices required Accounts Payable Contact: Processing time for Do you have a Purchase Order Number that you would like included on the invoice? No Yes____ Do your Purchase order numbers change annually? Processing time for new purchase orders: LESSEE: CITY OF MISSOULA By: Title: Date: ---PAGE BREAK--- INSURANCE COVERAGE REQUIREMENTS LESSOR: CALIFORNIA FIRST NATIONAL BANK LESSEE: CITY OF MISSOULA 1. In accordance with Section 17 of the Master Equipment Lease/Purchase Agreement No. BL01101 (the “Agreement”), Schedule of Property No. 03 dated July 15 , 2009, we have instructed the insurance agent named below: (Please fill in name, address and telephone number). Telephone: Fax: To issue: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming California First National Bank and/or its assigns, as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming California First National Bank and/or its assigns as Additional Insured. Minimum Coverage Required: $1,000,000.00 per person; $1,000,000.00 aggregate bodily injury liability; $500,000.00 property damage liability OR 2. Pursuant to Section 17 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. LEASE PAYMENT INSTRUCTIONS Pursuant to the Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), Schedule of Property No. 03, dated July 15 , 2009, between California First National Bank (the “Lessor”) and City of Missoula , as Lessee (the “Lessee”), Lessee hereby acknowledges the obligations to make Rental Payments when due, in accordance with Exhibit A-1 to the Agreement. LESSEE NAME: ID#: INVOICE MAILING Mail invoices to the attention of: Approval of Invoices required Accounts Payable Contact: Processing time for Do you have a Purchase Order Number that you would like included on the invoice? No Yes____ Do your Purchase order numbers change annually? Processing time for new purchase orders: LESSEE: CITY OF MISSOULA By: Title: Date: ---PAGE BREAK--- MUNICIPAL CERTIFICATE City of Missoula (Lessee) 435 Ryman Missoula, Montana 59802 Re: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), Schedule of Property No. 01 dated July 15 , 2009 (collectively, the “Lease”) I, the undersigned, the duly appointed, qualified and acting (Clerk or Secretary) of the City of Missoula (Lessee) do hereby certify this day of 2009 as follows: Lessee did, at a (regular or special) meeting of the governing body of the Lessee held 2009, by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize and delivery of the above-referenced Schedule of Property No. 01 (the “Schedule”) to the Agreement on its behalf by the following named representative of the Lessee, to wit: Printed Name Title Signature The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. The meeting of the governing body of the Lessee at which the Schedule was approved to be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval and that the action approving the Schedule and authorizing the execution thereof has not been altered or rescinded. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. All insurance required in accordance with the Agreement is currently maintained by the Lessee. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the initial Term and to meet its other obligations for the initial Term (as such terms are defined in the Lease) and such funds have not been expended for other purposes. The fiscal year of Lessee is from to IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the day and year first above written. Signature (SEAL) Printed or typewritten name Subscribed to and sworn before me this day of 2009. Notary Public My commission expires ---PAGE BREAK--- MUNICIPAL CERTIFICATE City of Missoula (Lessee) 435 Ryman Missoula, Montana 59802 Re: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), Schedule of Property No. 02 dated July 15 , 2009 (collectively, the “Lease”) I, the undersigned, the duly appointed, qualified and acting (Clerk or Secretary) of the City of Missoula (Lessee) do hereby certify this day of 2009 as follows: Lessee did, at a (regular or special) meeting of the governing body of the Lessee held 2009, by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize and delivery of the above-referenced Schedule of Property No. 02 (the “Schedule”) to the Agreement on its behalf by the following named representative of the Lessee, to wit: Printed Name Title Signature The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. (10) The meeting of the governing body of the Lessee at which the Schedule was approved to be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval and that the action approving the Schedule and authorizing the execution thereof has not been altered or rescinded. (11) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. (12) All insurance required in accordance with the Agreement is currently maintained by the Lessee. (13) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the initial Term and to meet its other obligations for the initial Term (as such terms are defined in the Lease) and such funds have not been expended for other purposes. (14) The fiscal year of Lessee is from to IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the day and year first above written. Signature (SEAL) Printed or typewritten name Subscribed to and sworn before me this day of 2009. Notary Public My commission expires ---PAGE BREAK--- MUNICIPAL CERTIFICATE City of Missoula (Lessee) 435 Ryman Missoula, Montana 59802 Re: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), Schedule of Property No. 03 dated July 15 , 2009 (collectively, the “Lease”) I, the undersigned, the duly appointed, qualified and acting (Clerk or Secretary) of the City of Missoula (Lessee) do hereby certify this day of 2009 as follows: (15) Lessee did, at a (regular or special) meeting of the governing body of the Lessee held 2009, by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize and delivery of the above-referenced Schedule of Property No. 03 (the “Schedule”) to the Agreement on its behalf by the following named representative of the Lessee, to wit: Printed Name Title Signature (16) The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. (17) The meeting of the governing body of the Lessee at which the Schedule was approved to be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval and that the action approving the Schedule and authorizing the execution thereof has not been altered or rescinded. (18) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. (19) All insurance required in accordance with the Agreement is currently maintained by the Lessee. (20) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the initial Term and to meet its other obligations for the initial Term (as such terms are defined in the Lease) and such funds have not been expended for other purposes. (21) The fiscal year of Lessee is from to IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the day and year first above written. Signature (SEAL) Printed or typewritten name Subscribed to and sworn before me this day of 2009. Notary Public My commission expires ---PAGE BREAK--- INCUMBENCY CERTIFICATE RE: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), by and between City of Missoula (“Lessee”) and California First National Bank (“Lessor”) I, , do hereby certify that I am the authorized (Officer Title) of City of Missoula (“Lessee”). The person(s) whose name(s) and title(s) appear below is/are authorized officer(s) of Lessee and hold on the date of this certificate and on the date of execution of the Lease Documents (hereinafter defined) the position(s) set opposite his/her respective name(s). Each officer is authorized to execute and deliver the Agreement between Lessee and Lessor, as well as all other documents and instruments (all agreements, documents, and instruments shall collectively be referred to as “Lease Documents”) in connection therewith. PRINTED NAME TITLE SIGNATURE IN WITNESS WHEREOF, I set my hand and the seal of Lessee this day of , 2009. Signature: (SEAL) Printed Name: THIS CERTIFICATE MUST BE EXECUTED BY AN AUTHORIZED INDIVIDUAL CONFIRMING THAT THE EXECUTIONER OF THE AGREEMENT AND LEASE DOCUMENTS IS AUTHORIZED TO DO SO ON BEHALF OF LESSEE. THIS CERTIFICATE CANNOT BE SIGNED BY THE PERSON SIGNING THE AGREEMENT AND LEASE DOCUMENTS. ---PAGE BREAK--- INCUMBENCY CERTIFICATE RE: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), by and between City of Missoula (“Lessee”) and California First National Bank (“Lessor”) I, , do hereby certify that I am the authorized (Officer Title) of City of Missoula (“Lessee”). The person(s) whose name(s) and title(s) appear below is/are authorized officer(s) of Lessee and hold on the date of this certificate and on the date of execution of the Lease Documents (hereinafter defined) the position(s) set opposite his/her respective name(s). Each officer is authorized to execute and deliver the Agreement between Lessee and Lessor, as well as all other documents and instruments (all agreements, documents, and instruments shall collectively be referred to as “Lease Documents”) in connection therewith. PRINTED NAME TITLE SIGNATURE IN WITNESS WHEREOF, I set my hand and the seal of Lessee this day of , 2009. Signature: (SEAL) Printed Name: THIS CERTIFICATE MUST BE EXECUTED BY AN AUTHORIZED INDIVIDUAL CONFIRMING THAT THE EXECUTIONER OF THE AGREEMENT AND LEASE DOCUMENTS IS AUTHORIZED TO DO SO ON BEHALF OF LESSEE. THIS CERTIFICATE CANNOT BE SIGNED BY THE PERSON SIGNING THE AGREEMENT AND LEASE DOCUMENTS. ---PAGE BREAK--- INCUMBENCY CERTIFICATE RE: Master Equipment Lease/Purchase Agreement No. BL01101 dated July 15 , 2009 (the “Agreement”), by and between City of Missoula (“Lessee”) and California First National Bank (“Lessor”) I, , do hereby certify that I am the authorized (Officer Title) of City of Missoula (“Lessee”). The person(s) whose name(s) and title(s) appear below is/are authorized officer(s) of Lessee and hold on the date of this certificate and on the date of execution of the Lease Documents (hereinafter defined) the position(s) set opposite his/her respective name(s). Each officer is authorized to execute and deliver the Agreement between Lessee and Lessor, as well as all other documents and instruments (all agreements, documents, and instruments shall collectively be referred to as “Lease Documents”) in connection therewith. PRINTED NAME TITLE SIGNATURE IN WITNESS WHEREOF, I set my hand and the seal of Lessee this day of , 2009. Signature: (SEAL) Printed Name: THIS CERTIFICATE MUST BE EXECUTED BY AN AUTHORIZED INDIVIDUAL CONFIRMING THAT THE EXECUTIONER OF THE AGREEMENT AND LEASE DOCUMENTS IS AUTHORIZED TO DO SO ON BEHALF OF LESSEE. THIS CERTIFICATE CANNOT BE SIGNED BY THE PERSON SIGNING THE AGREEMENT AND LEASE DOCUMENTS.