HomeMy WebLinkAboutC2008-460 - 11/18/2008 - Approvedo __ . A
MASTER LEASE PURCHASE AGREEMENT
BETWEEN
The City of Corpus Christi, as "City"
and
The Frost National Bank, as Lessor
THIS MASTER LEASE PURCHASE AGREEMENT (the Agreement), is by and
between The Frost National Bank, as lessor (Lessor) whose address is 100 West Houston Street,
San Antonio, Texas, and the City of Corpus Christi, a political subdivision of the State of Texas
as lessee (City), whose address is 1201 Leopard, Corpus Christi, Nueces County, Texas 78401.
WITNESSETH:
WHEREAS, the City is authorized by law to acquire such items of personal property as
are needed to carry out its governmental functions, and to acquire such personal property by
entering into a lease with the option to purchase; and
WHEREAS, the City has determined that it is necessary for it to acquire under this
Agreement certain items of personal property described herein as the Property; and
WHEREAS, Lessor is willing to lease certain Property to the City pursuant to this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein City and
Lessor hereto recite and agree as follows:
ARTICLE 1. DEFINITIONS AND EXHIBITS
Section 1.1 Definitions. The teens defined in this Section, for all purposes of this
Agreement, have the following meanings:
Additional Terms: Consecutive terms, each of a one-year fiscal period, for which a
Lease with respect to a Property Group remains in effect unless terminated by City. Each
Additional Term commences at the end of the Original Term or the preceding Additional Term
and continues for a period within which all of the Lease Payments specified in Exhibit B will be
paid as provided in Section 4.1.
rPP*nPnt:~'he_Master_Lease Agreeineutartd~ll_Exlirbits hereto. _ _ __
Business Day: Each day on which the City is open for business.
Contractor: Each manufacturer or vendor from whom the City has ordered or contracted
for the manufacture, delivery, and/or installation of the Property.
Contract Administrator: The City's designated representative for administering this
2008-460~Financial Services or designee.
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M2008-291
Frost National Bank
Fiscal Year: The twelve (12) month fiscal period of the City which commences annually
on August 1 and ends on the following July 31.
Independent Counsel: An attorney duly admitted to the practice of law before the highest
court of Texas and who has no past or present relationship with either Lessor or City.
Interest: The portion of any .Lease Payment designated as and comprising interest as
shown in any Exhibit "B" hereto.
Lease: With respect to each Property Group, this Agreement and the Schedule relating
thereto, which shall constitute a separate contract relating to such Property Group.
Lease Payment: The payment of Principal and Interest due from the City to Lessor on
each Payment Date as shown on each Exhibit "B".
Lease Term: With respect to any Property Group, the Original Term and all Additional
Terms during which the related Lease is in effect as specified in Section 4.1.
Net Proceeds: Any insurance proceeds or condemnation award, paid with respect to any
Properly, remaining after payment there from of all expenses incurred in the collection thereof.
Non-appropriation: The failure of the City Council of the City to appropriate money for
any Fiscal Year sufficient for the continued performance of a Lease by the City with respect to
the related Property Group, which may be evidenced by a budget ordinance or resolution which
prohibits the City from using any monies to pay the Lease Payments due under such Lease with
respect to such Property Group for a designated Fiscal Year.
Original Term: The period from the date of execution of an Exhibit A with respect to a
Property Group until the end of the Fiscal Year-which includes the date of execution.
Pavment Date: The date upon which any Lease Payment is due and payable as provided
in any Exhibit "B".
Permitted Encumbrances: As of any particular time: (i) liens for taxes and assessments
not then delinquent, or which the City may, pursuant to the provisions of Section 7.3 hereof,
permit to remain unpaid, (ii) this Agreement and amendments hereto, (iii) Lessor's interest in the
Property, and (iv) any mechanic's, laborer's, material men's, supplier's or vendor's lien or right
not filed or perfected in the manner prescribed by law, other than any lien arising through a
Contractor or which the City may, pursuant to Article 8, hereof, permit to remain unpaid.
~i ai:--The portion ofany-L-ease-Payment-designated-as-principal-in-any-Exhibit'B" - ---
hereto
Property: Individually or collectively as the context requires, the personal property
designated by the City, which is described in one or more Exhibit "A"s as now or hereafter
constituted. The City may lease-purchase all Property it determines necessary to provide
essential services, which includes computer hardwaze and software.
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DAL 1814858v.3
1 ~
Property Group: The Property listed on any Exhibit "A," comprising a single purchase
or a group of items, equipment, or associated products.
Purchase Option Price: With respect to a Property Group listed on any single Exhibit
"A," the amount equal to the unpaid Principal Balance of the Property Group, plus unpaid
interest accrued to the prepayment date, plus the prepayment premium described in Section 5.5
hereof.
Schedule: A schedule consisting of separate but like-numbered pages of Exhibits A and
B which have been completed with respect to a Property Group and executed by Lessor and City.
Specifications: The bid specifications and/or purchase order pursuant to which the City
has ordered any Property from a Contractor.
Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a
part of this Agreement:
Exhibit "A": Property Group Description. Each Lease will have consecutively
numbered Exhibit "A"s. Each Exhibit "A" will describe the Property Group for its Lease,
including serial numbers when available, on consecutively numbered pages. A sample Exhibit
"A" is attached and incorporated.
Exhibit "B": Lease Payment Schedule. Each Lease will have consecutively numbered
Exhibit "B"s. Each Exhibit "B" will contain the date and amount of each Lease Payment due
for the corresponding Exhibit "A" Property Group, the amount of each Lease Payment
allocating Principal and Interest, the price at which City may exercise its Article X option to
purchase Lessor's interest in each Property Group, and the due date of each Lease Payment.
Exhibit "C": Certificate of Acceptance. A Certificate of Acceptance signed by the
Contract Administrator indicating that the Property Group described therein has been delivered
and installed in accordance with the Specifications, and has been accepted by the City, the date
on which Lease Payments shown in the page of Exhibit "B" relating thereto commences, and
that certain other requirements have been met by the City. A sample Exhibit "C" is attached
and incorporated.
Exhibit "D": Opinion of Counsel.. A form of opinion of counsel to the City as to the
organization, nature, and powers of the City; -the validity, execution, and delivery of this
Agreement and various related documents; the absence of litigation; and related matters. A
sample Exhibit "D" is attached and incorporated.
x r r equ~sr ron ttepor~City shall furnish Lessor an-Exhibits`E'~-prior-to -----
issuing bids for any Property Group unless the item is on Exhibit "F", Approved Property List.
The parties agree that no Exhibit "E" shall be required for property listed on Exhibit "F". Each
Exhibit "E" will include the proposed Property Group, an estimated price for each piece of
Property, the budgeted amount for each piece of Property, the desired number of Lease
Payments, and any other information that City's Contract Administrator and an authorized agent
of Lessor mutually agrees to add to Exhibit "E". A sample Exhibit "E" is attached and
incorporated.
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DAI. 1814858v.3
Exhibit "F": Approved Property List. City will furnish Lessor an Exhibit "F" listing all
Property budgeted for purchase during FY08-09. Lessor approves the lease purchase of all
Property listed on Exhibit "F" by bidding on and signing this contract. City will furnish
Lessor's Agent a new Exhibit "F" by August 15th annually, which lists all Property budgeted
for purchase during subsequent fiscal years. The initial Exhibit "F" is attached and incorporated.
ARTICLE 2. REPRESENTATION, COVENANTS, AND WARRANTIES
Section 2.1. Representations, Covenants, and Warranties of the City. The City
represents, covenants, and warrants as follows:
(a) The City is a municipal corporation and political subdivision of Texas,
duly organized and existing under the Constitution and laws of the State. The City will do or
cause to be done all things necessary to preserve and keep in full force and effect throughout the
Lease Tenn its existence as a body politic and corporate.
(b) The City is authorized under the Constitution and laws of Texas to enter
into this Agreement and the transactions contemplated hereby, and to perform all of its
obligations hereunder.
(c) The City Manager has been duly authorized to execute and deliver this
Agreement by the official action of the City's governing body, the City Council.
(d) In authorizing and executing this Agreement, the City has complied and/or
will comply with all public bidding and other laws applicable to this Agreement and the
acquisition of the Property by the City.
(e) The City is not subject to any legal or contractual provision that restricts
or prevents it from entering into and performing its obligations under this Agreement.
(f) The City has no knowledge of any pending or threatened action,
proceeding or investigation affecting the City, nor, to the best knowledge of the City, is there any
basis therefor, wherein an unfavorable result would adversely affect the transactions
contemplated by this Agreement.
(g) The Property is and will .remain throughout the Lease Term personal
property and not fixtures.
(h) The execution and performance of this Agreement will not violate any
judgment, order, law or regulation, constitute a default under any instrument binding upon the
ity, or crea a any encum rance upon any. asset~~f t1r~ City ~r the Property,-except-for-thy
Permitted Encumbrances.
(i) To the knowledge of the current interim City Finance director and interim
Assistant City Manager over Finance department, the City has never non-appropriated or
defaulted under any of its obligations under any lease-purchase contract, bond or other debt
obligation.
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DAL 1814858v.3
(j) No approval, consent or withholding of objection is required from any
governmental authority other than the City with respect to the entering into or performance by
the City of this Agreement.
(k) The balance sheet of the City for its most recent Fiscal Year and the
related earnings statement of the City for such Fiscal Year will be furnished to Lessor within 30
days of the effective date of this Agreement, and fairly represent the City's financial condition as
of such date and the results of its operations for such Fiscal Year in accordance with generally
accepted accounting principles consistently applied, and, since such date, there has been no
material adverse change in such condition or operations.
(1) City has investigated the facts, estimates and circumstances in existence
on the date hereof, together with City's expectations as to future events. These are true and are
complete in all material respects, and on the basis of such, it is not expected that the use of the
proceeds hereof or any other moneys or property will be used in a manner which will cause this
Agreement to be treated as an arbitrage bond within the meaning of section 148 of the Code.
Such expectations are reasonable, and there are no other facts, estimates or circumstances that
would materially change such expectations.
(m) None of the proceeds hereof will be used, directly or indirectly, in any
trade or business carried on by any person other than a governmental unit, which is defined to
include any state of the United States and any political subdivision; agency, instrumentality or
entity acting by or on behalf of a state, but not including the United States or any agency or
instrumentality thereof, no more than 10% of the Property will be used directly or indirectly in a
trade or business carried on by any such person, and no more than 5% of the Property will be
used directly or indirectly in trade or business carried on by any such person that is not related to
any government use of such Property.
(n) Should the Interest component of payments hereunder be deemed by the
federal government or determined by the Internal Revenue Service or a court of competent
jurisdiction or an opinion of nationally recognized bond counsel not to be exempt from gross
income, subject to the provisions of Section 13.13 hereof, City will pay as additional sums
hereunder sufficient funds to adjust the interest to be paid hereunder to an amount equivalent to
the after-tax interest-rate contemplated hereunder as a tax exempt transaction. Said adjustment
will be retroactive and apply to any installments already paid by City to Lessor to the extent that
any ruling by any such taxing authority requires the payment of additional tax on payments
already received by Lessor. This obligation will survive the expiration of this Agreement.
(o) The City will not pledge, mortgage, or assign this Agreement, or its duties
and obligations hereunder to any other person,- firm,. or corporation ex_ce_pt a_s provided_und_ er the _
terms of this Agreement.
(p) The City will use the Property during the Lease Term only to perform
essential governmental functions devoted exclusively to public uses.
(q) The City will take all affirmative actions legally within its power
necessary to ensure that the Interest portion of the Lease Payments does not become included in
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DAL 1SI4858v.3
the gross income of the recipient for federal income tax purposes under the Internal Revenue
Code of 1986 (the Code) and Treasury Regulations promulgated thereunder (the
Regulations).
(r) Within five (5) Business Days of final acceptance of each Property Group
by the Contract Administrator, after delivery and installation of that Property Group, the City
will provide to Lessor a completed and executed copy of the Exhibit "C", Certificate of
Acceptance, corresponding to that Property group, together with completed and executed copies
of the related Exhibits "A" and "B".
(s) Upon the execution of this Agreement, the City will provide the Lessor an
opinion of its legal counsel in substantially the form of Exhibit "D."
(t) Upon the request and direction of Lessor, the City will submit to the
Secretary of the Treasury an information reporting statement at the time and in the form required
by the Code and Regulations.
(u) The City shall take appropriate official action by its governing body to
approve the acquisition and financing of any Property Group under the terms and conditions of
this Agreement.
Section 2.2. Reuresentatic
represents, covenants, and warrants as
Lessor
(a) Lessor is a national banking association duly organized, existing and in
good standing under and by virtue of the laws of the United States and is duly qualified and in
good standing as a foreign entity authorized to transact business in the State of Texas; has power
to enter into this Agreement, is possessed of full power to own and hold personal property, and
to lease the same; engages in the leasing of personal property such as the Property in the ordinary
course of business; and has duly authorized the execution and delivery of this Agreement and all
addenda thereto.
(b) Neither the execution and delivery of this Agreement, nor the fulfillment
of or compliance with the terms and conditions thereof, nor the consummation of the transactions
contemplated thereby, conflicts with or results in a breach of the terms, conditions, or provisions
of any restriction, agreement, or instrument to which Lessor is now a party or by which Lessor is
bound, constitutes a default under any of the foregoing, or results in the creation or imposition of
any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or
upon the Property except Permitted Encumbrances.
c essor mus not t`ssue Certificates of Part~ipatiotr an$ lessoragrees-thaw
City shall not be required to provide any disclosure information under Securities & Exchange
Commission Rule IS(c) 2-12.
ARTICLE 3. LEASE OF PROPERTY
Section 3.1. Acquisition of Property. During the Lease Term, when City desires to
lease a Property Group from Lessor, Contract Administrator shall complete an Exhibit "E",
DAL 1814858v.3
Requisition Report, which includes the Property Group, an estimated price for each piece of
Property, the budgeted amount for the Property Group, and the desired number of Lease
Payments for the Property Group.
For any Property not on the annually approved Exhibit "F", Lessor must advise the
Contract Administrator in writing whether Lessor will lease the Property Group to City within
three (3) business days after receipt of a completed Exhibit "E".
City will initiate the bid process to purchase the Property Group. Upon receipt of bids and
award by City Council of a contract to purchase City shall notify Lessor in writing of the
Property Group cost and estimated delivery period, and Lessor shall execute an Exhibit "A",
numbered with the assigned Lease Number, and forward it to the Contract Administrator.
If City so desires, or if Lessor chooses not to lease a Property Group to City or chooses
not to lease for the number of Lease Payments City requested, City may lease the Property
Group from any one else it chooses.
Section 3.2. Property Delivery; Documentation. Upon Lessor's written approval of an
Exhibit "E" Lessor shall provide City with an assigned Lease Number and Contract
Administrator will prepare working file copies of Exhibits "A" and "B", and forward a copy of
each to Lessor's designated representative. After delivery of a Property Group to City, City staff
shall inspect the Property-Group for compliance with Specifications. Within three (3) business
days after the Contract Administrator receives staffs written acceptance of the Property Group,
City will complete the previously furnished Exhibits "A" and "B" and will provide Lessor a
completed and executed Exhibit "C" (Certificate of Acceptance).
Lessor must pay a Contractor, or reimburse City for any payment it made to a Contractor,
for a Properly Group on the same day that the Amortization Schedule Exhibit "B" begins, which
must be within three business days of receipt of all documents from the City. Contract
Administrator must provide Lessor, in a form satisfactory to Lessor, the following:
(a) an Exhibit "A" and Exhibit "B" executed by City and Lessor;
(b) an Exhibit "C" executed by City;
(c) a motion, or other evidence, showing official action taken by the City Council to
authorize acquisition of the Property Group on the terms provided in Exhibit "A";
(d) Contractor invoice(s) and/or bill(s) of sale relating to the Property Group, and if
the invoices have been paid by City evidence of payment thereof, and if applicable, evidence of
o icia intent to ream urse suc paw asas rid byttre Regulatians~ - --- - - -
(e) as applicable, financing statements executed by City as debtor and/or the original
certificate of title or manufacturer's certificate of origin and title application if any of the
Property Group is subject to certificate of title laws;
(f) a completed and executed Form 8038-G or -GC or evidence of filing thereof with
the Secretary or Treasury; and
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DAL 1814858v.3
(g) any other documents or items reasonably required by Lessor.
Simultaneously with the delivery of the Property Group, Lessor shall cooperate with the
City and the City shall take all actions necessary to vest legal title to the Property Group in the
City, and to perfect a security interest therein in favor of Lessor or a person, firm, or corporation
designated by Lessor.
Within three (3) business days of Lessor's receipt of the documents listed above in (a)-(g)
in form and substance satisfactory to Lessor, Lessor shall make full payment to Contractor(s) of
all funds applicable to the accepted Property Groups by either wire transfer or overnight delivery
of a check at the direction of the Contract Administrator. If the escrow agreement described in
Section 3.6 is utilized Lessor will consent to a disbursement from the escrow account for
payment of all funds applicable to the accepted Property Group within three (3) business days of
Lessor's receipt of the documents listed in (a)-(g) above in form and substance satisfactory to
Lessor.
Section 3.3. Lease. Lessor hereby leases all Property made subject to this Agreement to
the City, and the City hereby leases such Property from Lessor, upon the terms and conditions set
forth in this Lease.
Section 3.4. Possession and Enioyment. Lessor hereby covenants to provide the City
during the Lease Term with the quiet use and enjoyment of the Property, and the City will during
the Lease Term peaceably and quietly have and hold and enjoy the Property, without suit,
trouble, or hindrance from Lessor, except as expressly set forth in this Agreement. Lessor will,
at the request of the City and at the City's cost, join in any legal action in which the City asserts
its right to such possession and enjoyment to the extent Lessor lawfully may do so.
Section 3.5. Lessor's Access to PropertY• The City agrees that Lessor may at all
reasonable times examine and inspect the Property. The City further agrees that Lessor will have
such rights of access to the Property as may be reasonably necessary to cause the proper
maintenance of the Property in the event of failure by the City to perform its obligations
hereunder.
Section 3.6 Alternative Procedure• Escrow Agreement. Notwithstanding the provisions of
Section 3.2, if, upon agreement by Lessor and City as to any Property Group to be acquired and
leased by City under this .Agreement, Lessor and City enter into an escrow agreement (which
shall name Lessor as the sole escrow agent) establishing an account from which the Property
Group cost is to be paid (the "Escrow Account") (a) Lessor and City will immediately complete
and execute an Exhibit A and Exhibit B relating to the Property Group; (b) the amount deposited
by Lessor into the Escrow Account will be a loan from Lessor to City which will be repaid by
- - -
-
the Lease Payments due under the related Lease; and (c) theme Payments re ahn
Property Group will have an aggregate Principal component equal to the amount of Lessor's
deposit into the Escrow Account and will be due and payable as provided in the related Exhibit B
commencing upon the deposit of funds by Lessor into the Escrow Account. All interest earned
on an Escrow Account will be paid to City. Lessor must not underfund or overfund the Escrow
Account. If City fails to purchase all Property provided for by an Escrow Account, any
remaining funds will be refunded to City or applied to future Lease Payments. All funds in the
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DAI, 1814858v.3
Escrow Account shall be invested in accordance with City's Investment Policy (a written copy of
which has been provided by City to Lessor) and The Texas Public Funds Investment Act. The
parties hereto hereby expressly acknowledge and agree that no actions undertaken pursuant to
this Section 3.6 shall be interpreted as any exercise by City of its rights to effect a prepayment of
any Lease Payments pursuant to Section 5.5 of this Agreement.
ARTICLE 4. TERM OF MUNICIPAL LEASE
Section 4.1. Lease Term. This Agreement will be in effect commencing upon its date
of execution for a period of two (2) years; provided that any Lease for a Property Group will
remain in effect for a Term commencing upon its date of execution and ending as provided in
Section 4.5. The City and the Lessor may renew this Agreement for up to two additional one
year terms. The additional agreement period will be one year and will commence automatically
unless the City or Lessor notifies the other party in writing at least ninety (90) days prior to the
end of the then-current term, that it wishes not to renew the Agreement or wishes to modify the
terms of this Agreement. If City terminates a Property Group or defaults, Lessor has no
obligation to fund future Property Group acquisitions.
Section 4.2. Termination by the City. The Lease with respect to a particular Property
Group will be in effect for the Original Term and for each of the Additional Terms shown in
Exhibit "B", unless terminated prior thereto by City as provided in this Section. Not less than
one hundred twenty (120) days before the end of the Original Term or any Additional Term, City
may give written notice to Lessor to terminate. such Lease if and only if either one (1) of the two
(2) following conditions is true: (i) City fails to appropriate sufficient funding to meet City's
obligations under any such Lease; or (ii) City has elected to prepay any Lease Payments related
to any such Lease and has complied in all respects with the prepayment provisions of Section 5.5
(Prepayment Provision) of this Agreement, Upon termination by City because of either such
event, the Lease with respect to the related Property Group will terminate and expire at the end
of such Original Term or Additional Term then in effect on the date of the City's written notice
of termination. The City may effect such termination by giving Lessor such written notice and
by paying to Lessor any Lease Payments and other amounts due under such Lease which have
not been paid at or before-the end of the then current Original Term or Additional Term. In the
event of termination of a Lease, the City will comply with the instructions of Lessor pursuant to
Section 12.3.
Section 4.3. Effect of Termination. Upon termination of a Lease with respect to the
related Property Group, the City will not be responsible for the payment of any additional Lease
Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered
possession and conveyed to Lessor or released its interest in the Property Group within ten (10)
r~the-termination-will-nevertheless-be-effectiue,-bnt_the~ity_will
be responsible for the payment of damages equal to the amount of the Lease Payments thereafter
coming due under the page of Exhibit "B" attributable to the number of days after such ten (10)
day period during which the City fails to take such actions and for any other loss suffered by
Lessor as a result of the City's failure to take such actions as required.
Section 4.4. Termination of Lease Term. The Term of each Lease will terminate upon
the occurrence of the first of the following events:
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DAI. 18148S8v.3
(a) the termination thereof by the City with respect to the related Property
Group in accordance with Section 4.2;
(b) the exercise by the City of its option to purchase Lessor's interest in the
related Property Group pursuant to Article 10.;
(c) a default by the City with respect to the related Property Group and
Lessor's election to terminate the Lease with respect to such Property Group pursuant to Article
10.; or
(d) the payment by the City of all Lease Payments and all other amounts authorized
or required to be paid by the City hereunder with respect to the related Property Group.
Section 4.5. Termination of Agreement. Either Lessor or City may terminate this
Agreement as to any further financings hereunder after the expiration of the initial two-yeaz term
or after the expiration of any annual extension term by giving 90 days written notice to the other
as set out in Section 13.1 herein. Notwithstanding the termination, the Agreement will remain in
full force and effect with respect to Leases outstanding as of the date of such termination, and
such Leases may terminate only as provided in Section 4.4 herein.
ARTICLE 5. LEASE PAYMENTS
Section 5.1. Lease Payments. City agrees to pay Lease Payments during the Lease
Tenn in the amounts specified in each Exhibit "B". Lessor shall invoice City monthly with
each invoice stating the Property Group Lease number (A-~ and Lease Payment for each
Property Group for which payment is invoiced. Using a format agreed to by the Contract
Administrator and Lessor's authorized representative, City shall make monthly payments on the
first business day of the month; however, the Contract Administrator reserves the right to change
the payment date for future Leases on 90 days prior written notice to Lessor. All Lease
Payments must be paid to Lessor at its offices at the address specified in the first paragraph of
this Lease, or to such other person(s) or entity(ies) to which Lessor has assigned such Lease
Payments as specified in Article 11., at such place as such assignee may designate by written
notice to the Contract Administrator. The City shall pay the Lease Payments exclusively from
monies legally avai]able therefore, in lawful money of the United States of America. Interest
with respect to the Lease Payments for any Property Group accrues from the date of Lessor's
payment to Contractor or, if the escrow agreement described in Section 3.6 is utilized, from the
date of Lessor's deposit of funds with the escrow agent.
Section 5.2. urren xpense. Phi obligations of the-C-ity-under-this-Agreement, -___-
including its obligation to pay the Lease Payments due with respect to the Property, in any Fiscal
Year for which this Agreement is in effect, constitutes a current expense of the City for such
Fiscal Year and does not constitute an indebtedness of the City within the meaning of the
constitution and laws of Texas. Nothing herein constitutes a pledge by the City of any taxes or
other monies, other than monies currently appropriated from time to time by or for the benefit of
the City in the annual budget of the City and the proceeds or Net Proceeds of the Property, to the
payment of any Lease Payment or other amount coming due hereunder.
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DAI. I814858v.3
Section 5.3. Interest Component. A portion of each Lease Payment is paid as and
represents the payment of Interest. Exhibit "B" sets forth the Interest component of each Lease
Payment.
Lessor agrees that the interest component for each Property Group be established as
follows:
Amortization Period Applicable Interest Rate
12 months 223 basis points over 65% of 12 Month LIBOR
18 months 208 basis points over 65% of 12 Month LIBOR
24 months 205 basis points over 65% of 12 Month LIBOR
30 months 218 basis points over 65% of 2 Year Swap
36 months 222 basis points over 65% of 2 Year Swap
42 months 229 basis points over 65% of 2 Year Swap
48 months 236 basis points over 65% of 2 Year Swap
60 months 229 basis points over 65% of 3 Year Swap
72 months 234 basis points over 65% of 3 Year Swap
84 months 228 basis points over 65% of 4 Year Swap
120 months 237 basis points over 65% of 5 Year Swap
The Interest Rate will be calculated on the basis of a 360 day year.
Section 5.4. Lease Payments to be Unconditional. The obligation of the City to make
Lease Payments or any other payments required hereunder during a Lease Term is absolute and
unconditional in all events, subject to Non-appropriation. Notwithstanding any dispute between
the City and Lessor or any other person, the City shall make all Lease Payments when due and
shall not withhold any Lease Payment pending final resolution of such dispute nor shall the City
assert any right of set-off or counterclaim against its obligation to make such Lease Payments
required under this Agreement. The City's obligation to make Lease Payments during any Lease
Term shall not be abated through accident or unforeseen circumstances. However, nothing
herein may be construed to release Lessor from the performance of its obligations hereunder; and
if Lessor fails to perform any suc o 1iga~ion, the City~nayinstitute-such-legal-aetien-against
Lessor as the City may deem necessary to compel the performance of such obligations or to
recover damages therefor.
Section 5.5. Pregayment Provision. City shall not be entitled to prepay any Lease
Payments except in accordance with Article IO hereof and the following: City shall have the right
to prepay any Lease Payments only if (i) such prepayment is in full payment of the outstanding
principal balance and all accrued but unpaid interest under the relevant Lease and the premium in
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DAL I814858v.3
clause (iii) below, (ii) City shall provide written notice to Lessor not less than thirty (30) days prior
to the date of such prepayment, and (iii) City shall pay to Lessor a prepayment premium in
accordance with the following:
In consideration of Lessor offering to set the Interest at a fixed rate, City agrees that if City
prepays any Lease Payments, City shall pay all accrued Interest and a prepayment premium
equal to the product of (x) the principal balance of the Lease Payment times (y) the
Prepayment Factor times (z) the number of months remaining from the prepayment date to
the termination date of the Interest rate period of the Lease Payment (with any fraction of a
month counted as a month), discounted to net present value at the Discount Rate on a
monthly basis.
"Prepayment Factor" means A minus B divided by 12, where
A =The sum of (i) the Treasury Rate for the Determination Date plus (ii) one half of one
percent (%%); and
B =The Treasury Rate for the Prepayment Date.
"H.15" means "Statistical Release H.15, Selected Interest Rates" of the Board of Governors
of the Federal Reserve System, or any successor publication; "Treasury Rate for the
Determination Date" means, for any date, the Treasury constant maturity yield value
displayed for the date in question in H.15 for the maturity closest in length to the term of the
Interest rate period of the Lease Payment; "Determination Date" means the start date of the
Interest rate period of the Lease Payment; "Treasury Rate for the Prepayment Date" means,
for any date, the Treasury constant maturity yield value displayed for the date in question in
H.15 for the maturity closest in length to the remaining term of the Interest rate period of the
Lease Payment; "Discount Rate" means the Treasury Rate for the Prepayment Date.
Lessor shall deliver to City a statement setting forth the amount and manner of
determining such prepayment premium, which statement shall be conclusive and binding upon
City for all purposes, absent manifest error. City agrees to pay such prepayment to Lessor within
three (3) calendar-days after receipt of such statement. If no Treasury Rate is displayed in H.15
for the Determination Date or the Prepayment Date, Lessor shall use the Treasury Rate for the
next preceding date for which it is displayed. If, in the case of any prepayment, Lessor
determines B in the Prepayment Factor to equal or exceed A, then no prepayment premium shall
be due. Failure by Lessor to collect or demand such a premium at the time of a prepayment shall
not be deemed a waiver of Lessor's right to such premium or to any future premium..
Section 5.6.
and Principal, any prepayment
in this Agreement.
The City will pay Lessor no other fees than the Interest
1, late charges an3othei•-amounts as specifically prodid~-
Section 5.7. Appropriations. (a) City, by entering into this Agreement, acknowledges
its current intention to make all payments due under this Agreement during its current Fiscal
Year on the dates such payments are then due, but does not commit to a legal or other obligation
to make other payments due under this Agreement or to incur any liability or debt beyond the
revenue and income provided during its then current Fiscal Year. The liability and obligations of
12
DAI, 1814858v.3
City during each Fiscal Year and remedies of Lessor will be limited to recovery only of funds
appropriated for payments for such Fiscal Year. (b) City agrees (i) that the governing body of
City shall, for each ensuing Fiscal Year in which the payments are scheduled to be made, to the
extent funds have been appropriated for such Fiscal Year, make all such payments as and when
due; and (ii) that if sufficient funds are appropriated arid budgeted for the next Fiscal Year for the
sale and lease of the. Property, then the relevant Lease and Lease Payments will continue during
such Fiscal Year.
Section 5.8. Fundine Intent. City reasonably believes that sufficient funds can be
obtained to make all installment payments .and other payments during the term. of this
Agreement. City affirms that funds to pay installment payments and other payments under this
Agreement are available for City's current Fiscal Year. City and Lessor agree that City's
obligation to make installment payments under this Agreement will be City's current expense
and will not be interpreted to be a debt in violation of applicable law or constitutional limitations
or requirements. Nothing contained in this Agreement will be interpreted as a pledge of City's
general tax revenues, funds or moneys.
ARTICLE 6. ACTIONS ARISING OUT OF PROPERTY USE:
DAMAGE OR DESTRUCTION OF PROPERTY; INSURANCE
Section 6.1. To the extent permitted by State law, the City agrees to indemnify, protect,
save, and keep harmless Lessor or any assignee or transferee of .Lessor and their respective
agents and servants from and against any and all liabilities, obligations, losses, damages,
penalties, claims, actioris, costs, and expenses (including reasonable attorney's fees) of
whatsoever kind or nature, imposed on, incurred by, or asserted against Lessor that in any way
relate to or arise out of the Property, or any part thereof, including, without limitation, the
construction, purchase, delivery, installation, ownership, leasing or return of the Property as a
result of the use, maintenance, repair, replacement, operation or condition thereof (whether
defects are latent or discoverable by Lessor or by the City), except such as may result from the
negligence or willful misconduct of Lessor or any assignee or transferee of Lessor or any of their
respective agents and servants. This indemnification will be effective from the date the first
Property Group is leased by the City and shall survive the termination of this Agreement. City
agrees to give Lessor prompt written notice of any-claim or liability hereby indemnified against.
The City shall not be required to pay any federal, state, or local income, inheritance, estate,
succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate,
or other similar tax payable by Lessor, its successors or assigns.
Section 6.2. Damaee to or Destruction of Property. If after delivery of any Property
to the City, such Property is lost, stolen, destroyed, or damaged beyond repair, the City shall as
mnn ac nrartleablE--aftC~SUCh-eYent-elther:_-__. __. _
(i) replace the same at the City's sole cost and expense with Property of equal or greater
value to the Property immediately prior to the time of the loss occurrence, such
replacement Property to be subject to Lessor's reasonable approval, whereupon the
replacement will be substituted in this Lease by appropriate endorsement; or
(ii) pay the applicable Purchase Option Price of the Property.
13
DAL 1814858v.3
The City shall notify Lessor of which course of action it will take within fifteen (15) days
after the loss occurrence and shall complete the action within six (6) months of the loss
occurrence, provided if City is not in default hereunder and has not terminated any Lease under
Section 4.2, Lessor may agree to extension of the time for performance under clause (i) if the
City provides evidence that the replacement Property has been ordered.
If the City fails or refuses to notify Lessor within the required period, Lessor may declare the
Purchase Option Price applicable to the Property immediately due and payable by the City. The
Net Proceeds of all insurance payable with respect to the Property will be used to discharge the
City's obligation under this Section. On payment of the Purchase Option Price, this Lease will
no longer apply to the Property and the City thereupon becomes entitled to the Property AS IS,
WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS
FOR THE USE CONTEMPLATED BY THE CITY, except that the Property must not be
subject to any lien or encumbrance created by or arising through Lessor.
The parties hereto mutually agree that, only as to Property of a nominal value, should
such property be destroyed, upon the mutual written agreement between City and Lessor, the
Lease of such Property may be continued and City may continue to make the relevant Lease
Payments as set forth in Exhibit B hereto:
Section 6.3. Insurance. With respect.to all Property subject to any Leases, at all times
City shall use its best efforts to provide an actuarially sound self-insurance liability program with
limits which are established by the Texas Tort Claims Act. Upon prior written request by
Lessor, City will deliver to Lessor evidence satisfactory to Lessor showing the existence of such
insurance, including, without limitation and as applicable, a letter confirming its self-insurance
status. The City will also .provide commercial property/casualty coverage and deliver, upon
request, proof of insurance. If City fails to maintain such insurance, Lessor may obtain such
insurance as Lessor deems necessary, and City will reimburse Lessor for all premiums therefor,
together with interest at the maximum rate permitted pursuant to Chapter 1204, Government
Code, as amended, or other applicable law then in effect.
ARTICLE 7. OTHER OBLIGATIONS OF THE CITY
Section 7.1. Use; Permits. The City. shall obtain all permits and licenses necessary for
the installation, operation, possession, and use of the Property. The City shall comply with all
state and federal laws applicable to the installation, use, possession, and operation of the
Property, and if compliance with any such state and federal law requires changes or additions to
be made to the Property, such changes or additions shall be made by the City at its expense. City
a arrag_that if Cit is re Hired to deliver an item of Pro err to Lessor or Lessor's agent, the
~s--- 3' ~I Y p- y --- -
Property shall be free of all substances which are regulated by or form a basis for liability under
any environmental law. City shall comply with all license and copyright requirements of any
software used in connection with the Property.
Section 7.2. Maintenance of Property by the City. The City shall maintain, preserve,
and keep the Property in good repair, working order, and condition, and shall make all repairs
and replacements necessary to keep the Property in such condition.
14
DAL 1814858v.3
Section 7.3. Taxes Other Governmental Charges and Utility Charges. Except as
expressly limited by this Section, the City shall pay all charges of any kind which are at any time
lawfully assessed or levied against the City with respect to the Property, the Lease Payments or
any part thereof, which become due during each Lease Term. The Property which is the
subject of this Agreement is, and shall be during all Lease Terms, owned and held only for
public purposes and devoted exclusively to the use and benefit of the public and, as such, is
exempt from ad valorem property tax. If Lessor receives any notice of taxes due with
respect to any Property, it shall not pay such taxes but will promptly forward such notice
to the Contract Administrator. The City shall also pay when due all gas, water, steam,
electricity, heat, power, telephone, and other charges lawfully assessed or levied against the City
incurred in the operation, maintenance, use, occupancy, and upkeep of the Property, and all
special assessments and charges lawfully made by any governmental body for public
improvements that may be secured by a lien on the Property; provided that with respect to
special assessments or other governmental charges that may lawfully be paid in installments over
a period of years, the City shall be obligated to pay only such installments as are required to be
paid during the relevant Lease Term as and. when the same become due.
The City may, at its own expense and in its own name, in good faith contest any such
taxes, assessments, utility, and other charges and, in the event of any such contest, may permit
the taxes, assessments, utility, or other charges so contested to remain unpaid during the period
of such contest and any appeal therefrom unless Lessor shall notify the City that, in the opinion
of Independent Counsel, the basis for .which must be expressly detailed in the opinion, by
nonpayment of any such items the interest of .Lessor in the Property will be materially
endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event
the City shall promptly pay such taxes, assessments, utility or other charges or provide Lessor
with full security against any loss which may result from nonpayment, in a form satisfactory to
Lessor.
The Property acquired pursuant to this Agreement is under the sole possession and exclusive use
of the City as part of the City's governmental services in furtherance of its public purpose. The
City does not make any representation, implied or otherwise, regarding the exemption or
taxability of the Property for. purposes of ad valorem and personal property taxation. All UCC
statements, financing statements, or instruments filed of record to reflect Lessor's interest
in the Property must state that:
All property made subject of this UCC filing are owned by and under the
sole and exclusive use of the City of Corpus Christi, a political subdivision of the
State of Texas, and are used as part of the City's governmental services in
furtherance of its public purpose. The City asserts all exemptions provided for
~elitieal-subdivisiens-of-tire State-0f-T-exas-as-authorized. under_the_Constitution and.
laws of the State of Texas against the assessment, levy, or charges for ad valorem
taxation, personal property taxation, or any other charges.
Section 7.4. Advances. If the City fails to perform any of its obligations under this
Article, Lessor may, but is not obligated to, take such action as may be necessary to cure such
failure, including the advancement of money, and the City is obligated to repay all such advances
15
DAI. 1814858v.3
on demand, with interest at the rate of the existing loan or the maximum rate permitted by law,
whichever is less, from the date of the advance to the date of repayment.
ARTICLE 8. TITLE
Section 8.1. Title. During each Lease Term, and so long as the City is not in default
under Article 12., legal title to the Property and any and all repairs, replacements, substitutions,
and modifications to the Property will be in the City. Upon termination of a Lease under
Section 4.2 or after default of the City, full and unencumbered legal title to such Property Group
passes to Lessor, and the City shall have no further interest therein. In either of such events, the
City shall execute and deliver to Lessor such documents as Lessor may reasonably request to
evidence the passage of legal title to such Property Group to Lessor and the termination of the
City's interest therein, and upon request by Lessor, City will deliver possession of the Property
Group to Lessor in accordance with Section 12.3. Upon termination of a Lease with respect to
any Property Group through exercise of the City's option to purchase pursuant to Article 10. or
through payment by the City of all Lease Payments and other amounts relating thereto, Lessor's
security and all other interest in such Property Group terminates, and Lessor shall execute and
deliver to the City such documents as the Contract Administrator may reasonably request to
evidence the termination of Lessor's security or other interest in such Property Group.
Section 8.2. Security Interest. Lessor has and retains a security interest, under the
Uniform Commercial Code, in the Property, the proceeds thereof and all repairs, replacements,
substitutions, and modifications thereto or thereof made pursuant to Section 8.5, in order to
secure the City's payment of all Lease Payments .due during each Lease Term and the
performance of all other obligations herein to be performed by the City. In the event such
Property is a motor vehicle, Lessor may require the state of registration to note Lessor's security
interest on its records and the Certificate of Title for the vehicle. The City, acting through its
Contract Administrator, will join with Lessor in executing such financing statements or other
documents and will perform such acts as Lessor may request to establish and maintain a valid
security interest in the Property. All UCC statements must indicate that title to a Property Group
is in the City and exempt from ad valorem taxation as public property used for a public purpose
under the constitution and laws of the State of Texas and contain the bold language of the
indented paragraph in Section 7.3. If requested by Lessor, the City shall conspicuously mark the
Property with lettering, labels, or tags as .are reasonably approved by the City Manager, and
maintain such markings during each Lease Term, so as clearly to disclose Lessor's security
interest in the Property. If Lessor requires the Certificate of Title to note Lessor's security
interest in a Property, upon payment in-full by City of all Lease Payments and other related
amounts, Lessor must give City a written release of Lessor's security interest so that the
Certificate of Title may be reissued in the name of City without any security interest.
Section 8.3. Liens. During each Lease Term, the City shall not, directly or indirectly,
create, incur, assume, or suffer to exist any mortgage, pledge, lien, charge, encumbrance, or
claim on or with respect to the Property, other than the respective rights of Lessor and the City as
herein provided and Permitted Encumbrances. All Property is exempt from local ad valorem
taxation as property owned by a political subdivision and used for public purposes. Lessor shall
not pay or incur any charge, assessment, or tax on any Property Group for which the City can
claim an exemption from such charges as property used by a political subdivision of the State of
16
DAI. 1814858v.3
Texas for public purposes as provided by the constitution and laws of the State of Texas. Except
as expressly provided in Section 7.3 and this Article, the City shall promptly, at its own expense,
take such action as may be necessary to discharge or remove any such mortgage, pledge, lien,
charge, encumbrance, or claim if the same arise at any time.
Section 8.4. Installation of the City's Property. The City may at any time in its sole
discretion and at its own expense, install other items of equipment in or upon the Property, which
items must be identified by tags or other symbols affixed thereto as property of the City. All
such items so identified remain the sole property of the City, in which Lessor has no interest, and
may be modified or removed by the City provided that the City must repair and restore any
damage to the Property resulting from the installation, modification, or removal of any such
items. Nothing in this Lease prevents the City from purchasing items to be installed pursuant to
this Section under a conditional sale or lease with option to purchase contract, or subject to a
vendor's lien or security agreement, as security for the unpaid portion of the purchase price
thereof, provided that no such lien or security interest attaches to any part of the Property.
Section 8.5. Modification. of Property. The City shall, at its own expense, have the
right to make repairs, replacements, substitutions, and modifications to all or any of the parts of
the Property. All such work and any part or component used or installed to make a repair or as a
replacement, substitution, or modification, will thereafter comprise part of the Property and be
subject to the provisions of this Agreement. Such work must not in any way damage the
Property or cause it to be used for purposes other than those authorized under the provisions of
state and federal law or contemplated by this Agreement; and the Property, upon completion of
any such work must be of a value which is not less than the value of the Property immediately
prior to the commencement of such work. Any property for which a replacement or substitution
is made pursuant to this Section may be disposed of by the City in such manner and on such
terms as are determined by the City.
The City will not permit any mechanic's or other lien to be established or remain against
the Property for labor or materials furnished in connection with any repair, replacement,
substitution, or modification made by the City pursuant to this Section; provided that if any such
lien is established and the City shall first notify Lessor in writing of the City's intention to do so,
the City may in good Faith contest any lien filed or established against the Property, and in such
event may permit the items so contested to remain undischarged and unsatisfied during the
period of such contest and any appeal therefrom unless Lessor shall notify the City that, in the
opinion of Independent Counsel, the basis for which must be expressly detailed in the opinion,
by nonpayment of any such item the interest of Lessor in the Property will be materially
endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event
the City will promptly pay and cause to be satisfied and discharged all such unpaid items or
tl-wcurity-against-any-such loss- or forfeiture,--in-form~atis€astory-to - -
Lessor. Lessor will cooperate fully with the City in any such contest, upon the request and at the
expense of the City.
Section 8.6. Personal Property. The Property is and at all times remains personal
property notwithstanding that the Property or any part thereof may be or hereafter become in any
manner affixed or attached to or embedded in or permanently rested upon real property or any
building.
17
DAI. 1814858v.3
ARTICLE 9. WARRANTIES
Section 9.1. Selection of Property. The Property and the Contractor have been selected
by the City, and Lessor will have no responsibility in connection with the selection of the
Property, its suitability for the use intended by the City, the acceptance by the Contractor of the
order submitted, or any delay or failure by the Contractor to manufacture, deliver, or install the
Property for use by the City. Upon acceptance of the Property, the City will add the serial
number of the Property to Exhibit "A".
Section 9.2. Installation and Maintenance of Property. Lessor shall have no
obligation to install, erect, test, inspect, service, or maintain the Property under any
circumstances, but such actions are the obligation of the City or the Contractor.
Section 9.3. Contractor's Warranties. Lessor hereby assigns to the City for and during
each Lease Term, all of its interest in all Contractor's warranties and guarantees, express or
implied, issued on or applicable to the Property, and Lessor hereby authorizes the City to obtain
the customary services furnished in connection with such warranties and guarantees at the City's
expense.
Section 9.4. Patent Infringement. Lessor hereby assigns to the City for and during
each Lease Term all of its interest in patent indemnity protection provided by a Contractor with
respect to the Property. Such assignment of patent indemnity protection by Lessor to the City
constitutes the entire liability of Lessor for any patent infringement by Property fumished
pursuant to this Lease.
Section 9.5. Disclaimer of Warranties. .THE PROPERTY IS DELIVERED AS IS,
WHERE IS, AND LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION,
MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS
FOR THE USE CONTEMPLATED BY THE CITY OF THE PROPERTY, OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY EXCEPT AS
SET FORTH IN THIS AGREEMENT.
ARTICLE 10. OPTION TO PURCHASE
Section 10.1. When Available. The City has the option to purchase Lessor's interest in
any Property Group on any Payment Date relating thereto for the then applicable Purchase
Option Price relating thereto, but only if the City is not in default under this Agreement, and only
in the manner provided in this Article.
Section 10.2. Exercise of Option. The City will give written notice o essor of r~--
intention to exercise its option with respect to any Property Group not less than thirty (30) days
prior to the Payment Date on which the option is to be exercised and will deposit with Lessor on
the date of exercise an amount equal to all Lease Payments and any other amounts relating to
such Property Group then due or past due (including the Lease Payment relating thereto due on
the Payment Date on which the option is to be exercised) and the applicable Purchase Option
Price relating thereto. The closing will be on the Payment Date on which the option is to be
exercised.
18
DAL 1814858v.3
Section 10.3. Release of Lessor's Interest. Upon execution of the purchase option with
respect to any Property Group by the City, Lessor will convey or release to the City, all of its
right, title, and/or interest in and to the Property Group by delivering to the Contract
Administrator such documents as the City Attorney deems necessary for this purpose.
ARTICLE 11. ASSIGNMENT, SUBLEASING, MORTGAGING, AND SELLING
Section 11.1. Assignment of Lessor. All of Lessor's right, title, and/or interest in and to
any Property Group, the Lease Payments and other amounts relating thereto due hereunder, and
the right to exercise all rights under this Agreement relating to such Property Group may be
assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor
at any time, only with the prior written consent of the City Manager, unless the Lessor continues
to bill and service the Lease. No such assignment will be effective as against the City unless and
until the assignor has filed with the City a copy of written notice thereof identifying the assignee.
The City will pay all Lease Payments due hereunder relating to such Property Groups to or at the
direction of Lessor or the assigned named in the most recent assignment or notice of assignment
with respect to such Property Group filed with the Contract Administrator. During each Lease
Term, both Lessor and City will keep a complete arid accurate record of all such assignments. In
the event Lessor assigns participants in its right, title, and/or interest in and to any Property
Group, the Lease Payments and other amounts due with respect thereto, and the rights granted
under this Agreement relating thereto, such participants will be considered to be Lessor with
respect to their participated shares thereof. Lessor may assign its rights under a Lease to an
affiliate without notice to the City provided the Lessor continues to bill and collect Lease
Payments and the Lessor agrees to keep a record of the assignments for purposes of Section
149(a) of the Internal Revenue Code.
Section 11.2 Assignment and Subleasing by the City. Neither this Agreement nor the
City's interest in the Property may be assigned by the City without the written consent of Lessor.
However, the Property may be subleased by the City, in whole or in part, with the prior written
consent of Lessor, subject to each of the following conditions:
(i) Each Lease and the obligation of the City to make Lease Payments
hereunder, remain the sole obligations of the City.
(ii) The sublessee assumes the obligations of the City hereunder to the extent
of the interest subleased.
(iii)The City shall, within thirty (30) days after the delivery thereof, furnish or
cause to be furnished to Lessor a true and complete copy of such sublease.
---
(iv) No sublease by the City causes fhe Property to tie used-for a purpose of er
than an essential governmental function devoted exclusively to public use
authorized under the provisions of the constitution and laws of Texas.
(v) No sublease causes the Interest component of the Lease Payments due with
respect to the Property to become included in the gross income of the recipient for federal
income tax purposes.
19
DAL 1814858v.3
Section 11.3. Restriction on Mortgaee or Sale of Property by the City. Except as
provided in Section 11.2, the City shall not mortgage, sell, assign, transfer, or convey the
Property or any portion thereof during the Term of this Agreement, or remove the same from its
boundaries, without .the written consent of Lessor provided that the City may designate the
location of the Property outside the City boundaries in the Certificate of Acceptance.
ARTICLE 12. EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default Defined. The following will be "events of default"
under this Agreement with respect to any Property Group and the terms "events of default" and
"default" mean, whenever they are used in this Agreement, with respect to any Property Group,
any one or more of the following events:
(i) Failure by the City to pay a Lease Payment or other payment required to be paid
under any Lease with respect to any Property Group at the time specified herein and the
continuation of said failure for a period of five (5) days after telex, facsimile, or telegraphic
notice given by Lessor that the payment referred to in such notice has not been received, such
telex, facsimile or telegraphic notice to be subsequently confirmed in writing.
(ii) Failure by the City to observe and perform any covenant, condition, or agreement
on its part to be observed or performed with respect to any Property Group, other than as referred
to in Clause (i) of this Section, for a period of thirty (30) days after written notice specifying
such failure. Such notice to the City by the Lessor must request that the default be remedied,
unless Lessor agrees in writing to an extension of such time prior to its expiration; provided,
however, if the failure stated in the notice cannot be corrected within the applicable period,
Lessor will not unreasonably withhold its consent to an extension of such time if corrective
action is instituted by the City within the applicable period and diligently pursued until the
default is corrected.
(iii)The filing by the City of a voluntary. petition in bankruptcy, or failure by the City
promptly to lift any execution, garnishment, or attachment of such consequence as would impair
the ability of the City to carry on its governmental function or adjudication of the City as a
bankrupt, or assignment by the City for the benefit of creditors, or the approval by a court of
competent jurisdiction of a petition applicable to the City in any proceedings instituted under the
provisions of the United States Bankruptcy Code, as amended, or under any similar acts which
may hereafter be enacted.
(iv) Only for default with respect to City's bonds, other public securities, or other debt
owed to banks or other financial institutions (collectively, "Debt") which remains uncured in
accordance with its terms, City defaults under any Debt or any other material agreement relating
- _- - --
to Debt to which City is a party with third parties, resulting m aright-by §uch-third pa~i ies
accelerate the maturity of City's Debt, and-such default materially impairs City's ability to pay it
obligations to Lessor under this Agreement.
The provisions of this Section 12.1 and Section 12.2 are subject to the following
limitation: if by reason of force majeure the City is unable in whole or in part to carry out its
obligations under any Lease with respect to any Property Group, other than its obligation to
20
DAL 1814858v.3
pay Lease Payments with respect thereto which .must be paid when due notwithstanding
the provisions of this paragraph, the City will not be deemed in default during the continuance
of such inability. The term "force majeure" as used herein means, without limitation, the
following: acts of God, strikes, lockouts, or other labor disturbances; acts of public enemies;
orders or restraints of any kind of the government of the United States of America or the State or
their respective departments, agencies or officials, or any civil or military authority;
insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage
or accident to machinery, transmission pipes or canals; or any other causes or events not
reasonably within the control of the City and not resulting from its negligence. The City agrees,
however, to remedy with all reasonable dispatch the cause or causes preventing the City from
canying out its obligations under this Lease; provided that the settlement of strikes, lockouts, and
other labor disturbances are entirely within the discretion of the City Manager and the City
Manager is not required to make settlement of strikes, lockouts, and other labor disturbances by
acceding to the demands of the opposing party or parties when such course is in the judgment of
the City Manager unfavorable to the City.
Section 12.2. Remedies on Default. Whenever any event of default referred to in
Section 12.1 hereof has happened and is continuing with respect to any Property Group, Lessor
may, at its option and without any further demand or notice, take one or any combination of the
following remedial steps:
(i) Lessor may terminate the Lease with respect to such Property Group and declare
all Lease Payments due thereunder with respect to such Property Group during the Fiscal Yeaz in
effect.
(ii) Lessor may terminate the Lease with respect to such Property Group and
repossess the Property Group wherever it is located;. Lessor may enter upon the City's premises
where the Property Group is kept and take possession of the Property Group. Notwithstanding
the fact that Lessor has taken possession of the Property Group, the City must pay for the Lease
Payments due with respect thereto during the Fiscal Yeaz then in effect.
(iii)L essor may require City to deliver the Property to a location designated by
Lessor.
(iv) Lessor may proceed by court action to enforce performance by City of any terms
of this Agreement and/or to recover all damages and expenses incurred by Lessor by reason of
any "event of default."
(v) Lessor may exercise any other right or remedy available to Lessor at law or in
(vi) If Lessor terminates the Lease with respect to a Property Group and takes
possession of such Property contained therein, Lessor, within sixty (60) days thereafter, must use
its commercially reasonable efforts to sell such Property or any portion thereof in a commercially
reasonable manner at public or private sale in accordance with applicable state laws. Lessor
must apply the proceeds of such sale to pay the following items in the following order: (a) all
costs incurred in securing possession of the Property Group; (b) all expenses incurred in
21
DAL I814858v.3
completing the sale; (c) the balance of any Lease Payments with respect to such Property Group
owed by the City during the Fiscal Year then in effect; and (d) the applicable Purchase Option
Price with respect to the Property Group due at the end of the Fiscal Year. Any sale proceeds
remaining after disbursement pursuant to Clauses (a); (b), (c), and (d) must be paid to the City.
Section 12.3. Return of Property. Upon the expiration or termination by the City of a
Lease with respect to any Property Group prior to the payment of all Lease Payments in
accordance with the related Exhibit "B," the City must transfer title to the Property Group to
Lessor if Lessor so instructs in writing and return such Property Group to Lessor in the
condition, repair, appearance, and working order required in Section 7.2, in the following
manner as may be specified by Lessor:
(i) by delivering the Property Group at the City's cost and expense to such place within
Texas as Lessor specifies; or
(ii) by loading such portions of the Property Group as are considered movable at the
City's cost and expense, on board such carrier as Lessor specifies and shipping the same,
insurance freight prepaid, to the place within Texas specified by Lessor. If the City refuses to
return the Property Group in the manner designated, Lessor may repossess the Property Group
and chazge to the City the costs of such repossession or pursue any remedy described in
Section 12.2.
Section 12.4. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor
by this Article is intended to be exclusive and every such remedy is cumulative and in addition to
every other remedy at law or in equity. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or be construed as a waiver
thereof but any such right and power may be exercised from time to time and as often as may be
deemed expedient by Lessor or its assignee. To the extent permitted by applicable law, City
waives any requirements of law, now or hereafter in effect, that might limit or modify Lessor's
remedies.
Section 12.5. Agreement to Pay Attorneys' Fees and Expenses. In the event either
party to this Agreement defaults under any of the provisions hereof and the non-defaulting party
employs attorneys and/or incurs other expenses for the collection of monies or for the
enforcement or performance or observance of any obligation or agreement on the part of the
defaulting party herein contained, the parties agree that attorneys' fees and expenses will be paid
as authorized by law.
Section 12.6. Late Charge. Whenever any event of default referred to in Section 12.1,
rl~•~~e{~-hereof has happenedandisrontinuing ~vith~pect_So~Ly~perty Group Lessor has __
the right, at its option and without any further demand or notice, to require a late payment charge
for each thirty (30) day period or part thereof during which such event of default occurs equal to
existing interest rate of the delinquent amount not to exceed the maximum authorized by law and
the City will be obligated to pay the same immediately upon receipt of Lessor's written invoice
therefor; provided, however, that this Section 12.6 will not be applicable if or to the extent that
the application thereof would affect the validity of this Agreement.
22
DAL 1814858v.3
ARTICLE 13. ADMINISTRATIVE PROVISIONS
Section 13.1. Notices. All notices, certificates, legal opinions, or other communications
hereunder will be sufficiently given and will be deemed given when delivered or deposited in the
United States mail in certified form with postage fully prepaid to the addresses specified in this
Lease; provided that Lessor and the City, by notice given hereunder, may designate different
addresses to which subsequent notices, certificates, legal opinions, or other communications will
be sent. Unless otherwise changed by written notice, all notices required under this Lease must
be directed to the following addresses:
CITY:
Director of Financial Services
City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Phone (361) 826-3604
Fax (361) 826-3601
LESSOR:
Vice President
The Frost National Bank
c/o Frost Leasing
100 West Houston Street
San Antonio, Texas 78205
Phone (210) 220-6850
Fax. (210) 220-6765
Daily communications between Contract Administrator and Lessor will be primarily documented
by written notices sent by facsimile. For daily; routine communications facsimile notice is
adequate. For formal notice required by any Article or Section of this Agreement facsimile
notice, if any, must be followed by United States certifred mail notice.
Section 13.2. Financial Information. During the Term of this Agreement, the Contract
Administrator annually will provide Lessor with current financial statements, budgets, proof of
appropriation of the ensuing Fiscal Year and such other financial information relating to the
ability of the City to continue this Agreement as may be reasonably requested by Lessor or its
assignee within 30 days of written request therefor.
Section 13.3. Bindine Effect. This Agreement inures to the benefit of and will be
binding upon Lessor and the City and their respective successors and assigns. This Agreement
must not be construed to confer any rights, duties, or interest on any party not a successor in
interest or assignee of Lessor or the City nor may any such party rely on this Agreement as
evidence of any duty, right, or obligation of Lessor or the City unless both the Lessor and the
City, or their successors and assigns, acknowledge such duty, right, or obligation in writing,
directly addressed to such third party.
.. ~ -the -intention- of tlr~ partite hereto -to comply with any --
applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the
contrary herein or in any Exhibit A, in no event does this Agreement or any Lease hereunder
require the payment or permit the collection of Interest or fees in excess of the maximum amount
permitted by applicable law. Any such excess interest or fees must first be applied to reduce
Principal, and when no Principal remains, refunded to City. In determining whether the interest
paid or payable exceeds the highest lawful rate, the total amount of interest must be spread
through the applicable Lease Term so that the Interest is uniform through such term.
23
DAL 1814858v.3
Section 13.5. Amendments, Chances, and Modifications. This Agreement may be
amended or any of its terms modified only by written agreement in a document executed, and
delivered by duly authorized representatives of both the Lessor and the City.
Section 13.6. Captions. The captions or headings in this Agreement are for
convenience only and in no way define, limit, or describe the scope or intent of any provisions,
Articles, Sections, or Clauses of this Agreement.
Section 13.7. Further Assurances and Corrective Instruments. Lessor and the City
agree that they will, from time to time, execute, acknowledge, and deliver, or cause to be
executed, acknowledged, and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any inadequate or incorrect description of the Property
hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this
Agreement. -The Contract Administrator is hereby authorized by the City Manager to execute
such addenda as attached hereto as Exhibits for each Property Group and such other instruments,
including, but not limited to, UCC statements, Bill of Sales, etc. that are necessary to carry out
the responsibilities, duties, and obligations required of the City in accordance with the terms and
conditions of this Agreement.
Section 13.8. Execution in Counterparts. This Agreement may be simultaneously
executed in several counterparts, each of which constitute an original and all of which constitute
but one and the same instrument.
Section 13.9. Applicable Law. This Agreement must be governed by and construed in
accordance with the laws of Texas.
Section 13.10. Entire Agreement. This Agreement, and all addendz and exhibits, as
may hereafter be executed, constitute the entire agreement between the parties and supersede all
previous negotiations, commitments, and contracts.
Section 13.11. Severability. In the event :any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, such holding does not invalidate
or render unenforceable any other provision hereof. To the extent any term herein creates a
pecuniary obligation which constitutes a "debt" not payable under current revenues under
Sections 5 and 7 of Article II of the Texas Constitution, such provision will be applied only to
the extent performance or assumption of such obligation by the City is enforceable and valid
under the constitution and laws of Texas.
Section 13.12 Survival. All representations, warranties, covenants and agreements
made by CitX43ursuant to this Agreement shall survive the termination of this A reement.
Section 13.13 No "Net Effective Interest Rate". Notwithstanding anything contained
in this Agreement to the contrary, in no event shall interest contracted for, charged or received
hereunder, plus any other charges in connection herewith that constitute interest on this
Agreement under applicable law, result in a "net effective interest rate" as defined in Section
271.003(6) of the Local Government Code, as amended, in excess of the net effective rate at
which public securities may be issued in accordance with Chapter 1204, Goverrunent Code, as
amended. The amounts of such interest or other charges previously paid to Lessor in excess of
24
DAI, 18I4858v.3
the amounts permitted by the preceding sentence shall be applied by Lessor to reduce the
principal of the indebtedness incurred by City pursuant to this Agreement, or, at the option of
Lessor, be refunded. To the extent permitted by Chapter 1204, Government Code, as amended,
or other applicable law then in effect, determination of the maximum net effective interest rate
shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during
the period of the full stated term of this Agreement and such indebtedness, all interest at any time
contracted for, charged or received from City hereof in connection with the indebtedness
evidenced hereby, so that the actual rate of interest on such indebtedness is uniform throughout
the term hereof. Interest on the unpaid amounts under this Agreement shall be computed as
simple interest.
DAL 1814858v.3
25
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its
corporate name by its duly authorized officer; and the City has caused this Agreement to be
e,,~~~~jjecute~~}} m its n~e by its City Manager, or his designee, effective for all purposes as of
1110Vi4~.b2t'~ ~~ aClJd~•
CITY OF CORPUS CHRISTI
`A~1 Ld!Escobar ^""'' AFtntiaNDbCI1APA
Interim City Manager crty sec,~tETAF+"
LEGAL FORM APPROVED ON / ~" • ~', .~ "~ ~
MARY KAY FISCHER, CITY ATTORNEY ... AUTHORIZED
8T COUNCIL....L~.~..~.R..~~
By: ~h
1- "~ ~... ~:~.:~. ~q
Lisa Aguilar, sistant City Attorney SECRETARY ~KJ•
LESSOR: Tlnc rt~5k nJtr~,owl--I I~i~~
By: <'~X~-
Printed Name: ~ /~^~cl3o ~.
Title: /t~ti 1~,.csi~s.f'
APPROVED AS TO FORM THIS DAY OF ,LESSOR'S
ATTORNEY
By:
Printed name:
Title:
26
DAL 1814858v.3
Exhibit "A "
PROPERTY DESCRIPTION
The following Property comprises a Property Group which is subject to the terms and conditions
of that certain Master Lease Purchase Agreement entered into by and between the City of Corpus
Christi and (Lessor) dated the day of
,20
uanti Description Serial Number
All Property made subject of this Agreement is owned by and under the sole and exclusive
use of the City of Corpus Christi, a political subdivision of the State of Texas, and is used as
part of the City's governmental services in furtherance of its public purpose. The City
asserts all exemptions provided for political subdivisions of the State of Texas as authorized
under the Constitution and laws of the State of Texas against the assessment, levy, or
charges for ad valorem taxation, personal property taxation, or any other charges.
LESSOR
sy:
Name:
Title:
CITY OF CORPUS CHRISTI
Cindy O'Brien
Director of Financial Services
27
DAL 1814858v3
.,
LEGAL FORM APPROVED ON , 20_
MARY KAY FISCHER, CITY ATTORNEY
sy:
Lisa Aguilar
Assistant City Attorney
DAL 1814858v.3
28
' ~
Exhibit "B "
SCHEDULE OF LEASE PAYMENTS RELATING TO PROPERTY
The following schedule of Lease Payments constitutes the applicable payments for the Property
Group described on Exhibit "A _" attached to that certain Master Lease Purchase
Agreement entered by and between the City of Corpus Christi and
(Lessor) dated the day of , 20
Purchase
Due Payment Total Principal Interest
Date Number Payment Component Component
All Property made subject of this Agreement is owned by and under the sole and exclusive
use of the City of Corpus Christi, a political subdivision of the State of Texas, and is used as
part of the City's governmental services in furtherance of its public purpose. The City
asserts all exemptions provided for political subdivisions of the State of Texas as authorized
under the Constitution and laws of the State of Texas against the assessment, levy, or
charges for ad valorem taxation, personal property taxation, or any other charges.
LESSOR:
By:
Name:
Title:
LEGAL FORM APPROVED ON
MARY KAY FISCHER, CITY ATTORNEY
Lisa Aguilar,
Assistant City Attorney
CITY OF CORPUS CHRISTI
Cindy O'Brien
Director of Financial Services
29
DAL. 1814858v.3
a ~ ~
Exhibit "C"
CERTIFICATE OF ACCEPTANCE
I, the undersigned, hereby certify that I am the duly qualified and acting of
the City of Corpus Christi, (the City), and, with respect to the Master Lease Purchase Agreement
dated , (the Agreement), by and between Lessor and the
City that:
1. The Property listed on Exhibit "A " (the Property Group) has been delivered and
installed in accordance with the City's Specifications (as that term is defined in the Agreement)
and has been fully tested and finally accepted by the City. The serial vehicle identification
number(s) of the Property Group is/are listed on Exhibit "A-
2. The Lease Payments provided for on the page of Exhibit "B _" relating tend be
Property Group (the Lease Payments) shall commence monthly beginning ,
due and payable on the first business day of each month thereafter.
3. The City has appropriated and/or taken other lawful actions necessary to provide monies
sufficient to pay all Lease Payments required to be paid under the Lease during the current fiscal
year of Lessee, and such monies will be applied in payment of all such Lease Payments due and
payable during such current fiscal year.
4. During the Lease Term (as defined in the Lease) the Property Group will be used by the
City to perform essential governmental functions devoted exclusively to public use. Such
functions are:
5. The City has not terminated any Lease under Section 4.2 of the Agreement and no Event
by Default has occurred thereunder.
6. There is no litigation, action, suit, or proceeding pending before any court, administrative
agency, arbitrator, or governmental body, that challenges the organization or existence of the
City; the authority of the City or its officers or its employees to enter into the Lease; the proper
<_._, .._a e.,o,.,,.;,.,, ~f the r Page and other documents contemplated thereby;
the appropriation of monies, or any other action taken by the City to provide momes, su rcien o
make lease Payments coming due under the Lease in the City's current fiscal year; or the ability
of the City otherwise to perform its obligations under the Lease and the transaction contemplated
thereby.
30
DAL 1814858v.3
CITY OF CORPUS CHRISTI
Cindy O'Brien, Director of Financial Services
LEGAL FORM APPROVED ON
MARY KAY FISHER, CITY ATTORNEY
By:
Lisa Aguilar, Assistant City Attorney
Acknowledged by
By:
Authorized Agent
Lessor, this _ day of
31
DAI. 1814858v.3
~.
Exhibit "D"
OPINION OF COUNSEL
Re: Master Lease Purchase Agreement dated as
of the day of , by and
between the City of Corpus Christi ("City")
and , (Lessor).
Dear Sir or Madam:
I have acted as counsel to the City with respect to the Master Lease Purchase Agreement
described above (the Agreement) and various related matters, and in this capacity have reviewed
a duplicate original or certified copy of the Agreement and the Exhibits attached thereto. Based
upon the examination of these and such other documents as I deem relevant, it is my opinion
that:
1. The City is a municipal corporation and political subdivision of the State of Texas, duly
organized, existing, and operating under the Constitution and laws of the State of Texas.
2. The City is authorized and has power under applicable law to enter into the Agreement,
and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Agreement has been- duly authorized, approved, executed, and delivered by and on
behalf of the City, and is a valid and binding contract of the City enforceable in accordance with
its terms, except to the extent limited by state and federal laws affecting remedies and by
bankruptcy, reorganization, or other laws of general application relating to or affecting the
enforcement of creditor's rights:
4. The authorization, approval, and execution of the Agreement and all other proceedings of
the City relating to the transactions contemplated thereby have been performed in accordance
with all applicable open meeting, public bidding, and all other laws, rules, and regulations of the
State of Texas.
5. The execution of the Agreement and the appropriation of monies to pay the Lease
ayments coming ue ereun er o not result in the vi lation of-arty canstitutianai-statutory; o~-
other limitation relating to the manner, form, or amount of indebtedness which may be incurred
by the City..
6. There is no litigation, action, suit, or proceeding pending before any court,
administrative agency, arbitrator, or governmental body, that challenges the organization or
existence of the City; the authority of the City or its officers or its employees to enter into the
Agreement; the proper authorization, approval and/or execution of the Agreement, Exhibits
32
DAI. I814858v.3
thereto and other documents contemplated thereby; the appropriation of monies to make Lease
Payments under each Lease for the current fiscal year of the City; or the ability of the City
otherwise to perform its obligations under the Agreement and the transactions contemplated
thereby.
7. The Agreement was duly and validly adopted by official action of the governing body of
the City of Corpus Christi on this the day of ,and such official action has
not been amended or repealed and remains in full force and effect.
Dated: By:
Lisa Aguilar
Assistant City Attorney
City of Corpus Christi
33
DAL 1814858v.3
LEASE LINE OF CREDIT REQUISITION AND RECEIVING REPORT
City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
CITY CONTACT:
CONTACT TELEPHONE: (361) 826-3651 FAX (361) 826-3601
BUDGETED EQUIPMENT COST:
FINANCING TERM: 36 mo 42 mo 48 mo _,
60 mo 84 mo _, 120 mo _, Other (specify) _
TOTAL APPROXIMATE COST: $
IS THE FIRST YEAR PAYMENT APPROPRIATED?
Yes No (explain)
PHONE NO:
DATE:
ACTIVITY NAME:
ACCOUNT/FUND/ORG:
DEPARTMENT CONTACT:
DEPARTMENT APPROVAL:
EXHIBIT E
Standard Form LLC LLC NO.
BI NO.
34
DAL 1814858v.3
•~
EQUIPMENT: Complete One Form Per Line Item and Attach Specification.
Describe equipment (non-technical description) including quantity to be ordered.
ESSENTIAL USE:
^ Check if the proposed equipment is replacement. State the age of the equipment being
replaced, why, the proposed equipment is needed, and its estimated useful life.
^ Check if the proposed equipment is additional. State why the equipment is needed and
the estimated useful life.
35
DAL 18I4858v.3
r
Exhibit F
Proposed Lease Purchases
Section I Approved Equipment Awaiting Delivery
De artment
Q
Descri tion
Term
Mos.
New/
Re lacement Outstanding
Principal
08/19/08
Fire 1 Ambulance 60 New $101,429
Fire 1 Ambulance 60 Replacement 101,429
Fire 1 Fire Pumper Truck 60 New 399,973
Fire I Fire Pumper Truck 60 Replacement 399,973
Subtotal $1,002,804
Section II ProposedBudgeted Equipment Purchases
Solid Waste 2 Side Loading Refuse
Truck ($230,000 ea.) 60 Replacement $460,000
Solid Waste 3 Brush Truck ($81,000
ea.) 60 Replacement 243,000
Solid Waste 2 Rear Steer Brush
Loader ($121,000 ea. 60 Replacement 242,000
Solid Waste 2 Rear Loading Refuse
Truck $186,000 ea.) 60 Replacement 372,000
Solid Waste 1 Haul Truck/Tractor 60 Replacement 135,000
Solid Waste 5000 95-GallonRefuse
Containers 60 Replacement 282,790
Street Services 2 12 yd. Dump Truck
$87,000 ea.) 60 Replacement 174,000
Street Services 2 5 yd. Dump Truck
$70,000 ea.) 60 Replacement 140,000
Street Services 1 Motor Grader 60 Replacement 175,000
Street Services 1 Roller 60 Replacement 110,000
Street Services 2 Pneumatic Roller
$ 65,000 ea.) 60 Replacement 130,000
Street Services
Street Services 1 Flatbed Cone Truck
ruck
($ 18,000 ea.) 60
60 - Replacement
-Replacement - 70,000
34;000-
Street Services 2 Flatbed Truck
$70,000 ea. 60 Replacement 140,000
Water 2 Crew Truck
($75,000 ea. 60 Replacement 150,000
Water 1 Front End Loader 60 Replacement 140,000
Water 2 Backhoe
($90,000 ea. 60 Replacement 180,000
36
DAL 1814858v.3
Section II
cont. ProposedBudgeted Equipment Purchases
Water 3 12 yd Dump Truck
($80,000 ea. 60 Replacement 240,000
Water 2 7 yd Dump Truck
($65,000 ea. 60 Replacement 130,000
Water 3 Mini Excavator
$40,000 ea. 60 Replacement 120,000
Water 1 Valve Truck 60 Replacement 80,000
Subtotal $3,767,790
Grand Total $4,770,594
37
DAL 1814858v.3