HomeMy WebLinkAboutC2009-524 - 10/29/2009 - NAAMENDMENT NO. 1
TO
MASTER LEASE PURCHASE AGREEMENT
BETWEEN
The City of Corpus Christi, as "City"
and
The Frost National Bank, as Lessor
THIS AMENDMENT NO. 1 TO MASTER LEASE PURCHASE AGREEMENT (this
"Amendment"), 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 and. Lessor entered into that certain Master Lease Purchase
Agreement as of November 18, 2008 (the "Original Agreement"); and
WHEREAS, the City and Lessor desire to make certain changes to the Original
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 terms defined in the Original Agreement when used in this
Amendment shall have the meanings assigned to such terms in the Original Agreement.
Notwithstanding the foregoing, from and after execution and delivery of this Amendment,
references in the Original Agreement to the "Agreement" shall be deemed to be references to the
Original Agreement as amended by this Amendment.
Section 1.2. Exhibits. The following Exhibits "A" through "D" to the Original
Agreement are hereby replaced by the respective Exhibits "A" through "D" attached hereto.
ARTICLE 2. LEASE PAYMENTS
Section 2.1. The second paragraph of Section 5.3 of the Original Agreement is hereby
amended to read as follows:
For so long as the aggregate initial principal amount of leases of Property
Groups leased under this Agreement does not exceed $9,600,000, Lessor
2009-524
10/29/09
The Frost National Bank
agrees that the interest component for each Property Group be established
as follows:
Amortization Period ARplicable 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
To the extent the aggregate initial principal amount of leases of Property Groups entered into
under this Agreement exceeds $9,600,000 up to $17,600,000, Lessor agrees that the interest
component for each Property Group be established as follows:
Amortization Period Applicable Interest Rate
12 months 65% of 6 Month + 1 Day - 1 Year Secure Connect Bullet
Rate plus 1.70%
18 months 65% of 6 Month + 1 Day - 1 Year Secure Connect Bullet
Rate plus 1.70%
24 months 65% of 1 Year - 1.5 Year Secure Connect Bullet Rate plus
1.81%
36 months 65% of 1.5 Year - 2 Year Secure Connect Bullet Rate plus
1.87%
42 months 65% of 1.5 Year- 2 Year Secure Connect Bullet Rate plus
1.87%
48 months 65% of 2 Year- 2.5 Year Secure Connect Bullet Rate plus
1.91%
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60 months 65% of 2.5 Year- 3 Year Secure Connect Bullet Rate plus
1.96%
72 months 65% of 3 Year- 4 Year Secure Connect Bullet Rate plus
2.03%
84 months 65% of 3 Year- 4 Year Secure Connect Bullet Rate plus
2.03%
120 months 65% of 5 Year- 6 Year Secure Connect Bullet Rate plus
2.13%
ARTICLE 3. REPRESENTATION, COVENANTS, AND WARRANTIES
Section 3.1. Representations, Covenants, and Warranties of the City. The City
hereby incorporates into this Amendment the representations, covenants and warranties of the
City contained in Section 2.1 of the Original Agreement, provided that the references therein to
the "Agreement" shall be construed as the Original Agreement as amended by this Amendment,
and hereby makes such representations, covenants and warranties on and as of the date hereof.
Section 3.2. Representation, Covenants, and Warranties of Lessor. The Lessor
hereby incorporates into this Amendment the representations, covenants and warranties of the
Lessor contained in Section 2.2, provided that the references therein to the "Agreement" shall be
construed as the Original Agreement as amended by this Amendment, and hereby makes such
representations, covenants and warranties on and as of the date hereof.
ARTICLE 4. ADMINISTRATIVE PROVISIONS
Section 4.1. Execution in Counterparts. This Amendment 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 4.2. Applicable Law. This Amendment shall be governed by and construed in
accordance with the laws of Texas.
Section 4.3. Entire Agreement. The Original Agreement, as amended by this
Amendment, and all addenda and exhibits, as may hereafter be executed, constitute the entire
agreement between the parties and supersede all previous negotiations, commitments, and
contracts.
Section 4.4. Effect of Amendment. Except as specifically amended by this
Amendment, all provisions of the Original Agreement shall remain in full force and effect.
-3-
IN WITNESS WHEREOF, Lessor has caused this Amendment to be executed in its
corporate name by its duly authorized officer; and the City has caused this Amendment to be
executed in its name by its City Manager, or his designee, effective for all purposes as of date of
execution by City Manager, which is / 9 , 2009.
CITY OF CORPUS CHRISTI
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LEGAL FORM APPROVED ON ~fi
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Lisa Aguilar ,_(~„-~~„i,',.,~, C:,~~ f}--}-i-orn
LESSOR: THE FROST NATIONAL BANK
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APPROVED AS TO FORM THIS ~'t't-t DAY OF
LESSOR'S ATTORNEY
LOCKE LORD BISSELL & LIDDELL LLP
By:
Michael R. Schulma ,Partner
2009
C~'79'rQ ~- 2009
-4-
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 The Frost National Bank (Lessor) dated the 18th day of November, 2008 as amended
by Amendment No. 1 to Master Lease Purchase Agreement dated as of ,
2009 (the "Agreement").
uantit 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
By:
Name:
Title:
CITY OF CORPUS CHRISTI
Cindy O'Brien
Director of Financial Services
LEGAL FORM APPROVED ON , 20
By:
Lisa Aguilar
Interim City Attorney
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 The Frost National Bank
(Lessor) dated the 18th day of November, 2008 as amended by Amendment No. 1 to Master
Lease Purchase Agreement dated as of , 2009 (the "Agreement").
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: CITY OF CORPUS CHRISTI
By:
Name:
Title:
Cindy O'Brien
Director of Financial Services
LEGAL FORM APPROVED ON
By:
20
Lisa Aguilar
Interim City Attorney
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 18th day of November, 2008 as amended by Amendment No. 1 to Master Lease
Purchase Agreement dated as of , 2009 (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 to such
Property Group (the Lease Payments) shall commence monthly beginning ,and be
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
authorization, approval, and execution of the Lease and other documents contemplated thereby;
the appropriation of monies, or any other action taken by the City to provide monies, sufficient to
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.
CITY OF CORPUS CHRISTI
Cindy O'Brien, Director of Financial Services
LEGAL FORM APPROVED ON , 20
By:
Lisa Aguilar
Interim City Attorney
Acknowledged by
By:
Lessor, this day of
Authorized Agent
Exhibit "D"
OPINION OF COUNSEL
Re: Master Lease Purchase Agreement dated as
of the 18th day of November 2008 as
amended by Amendment No. 1 to Master
Lease Purchase Agreement dated as of
2009, by and between the
City of Corpus Christi ("City") and the Frost
National Bank, (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
Payments coming due thereunder do not result in the violation of any constitutional, statutory, or
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
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
Interim City Attorney
City of Corpus Christi
DAL:0014861 /00025:1891236v 1