HomeMy WebLinkAboutC2015-378 - 8/25/2015 - Approved a CSI LEASING RI-N N
O O G I NAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
MASTER SMARTTRACK SCHEDULE NO. 5-PD dated as of August 19,2015
LESSOR: LESSEE: CITY OF CORPUS CHRISTI
1201 Leopard Street
CSI LEASING,INC. Corpus Christi, Texas 78401
Lessor and Lessee agree that, except as modified or superseded by this SmartTrack Schedule, all of the terms and
conditions of Rider 1 to Master Operating Lease Agreement between Lessor and Lessee, and the Master
Operating Lease Agreement attached as Appendix E to DIR-SDD-1880 to the extent incorporated in Rider 1, are
hereby incorporated herein and made a part hereof. Rider 1 and the Master Operating Lease Agreement are
referred to herein as the "MOLA" or the "Master Lease" and are assigned a CSI Master Lease Reference No.
1880CCC.
1. Equipment Schedules: This Master SmartTrack Schedule covers the lease to Lessee by Lessor of various
Assets (referred to individually as an Asset or a Unit)that are to be installed at Lessee's facility from July 1, 2015
to November 1, 2015. Lessee wants the Assets to be divided among 4 separate Equipment Schedules (the
"Leases"). The number, Schedule Term and installation period for each separate Lease is set forth in Paragraph 2
below. All the terms and conditions of this Master SmartTrack Schedule 5-PD shall apply to the Leases, but
Lessee and Lessor will not be required to sign separate Equipment Schedules for each of the Leases. On the first
day of the Schedule Term of each Lease, or as soon thereafter as is reasonably practicable, a Certificate of
Acceptance will be prepared for the applicable installation period, which Certificate will verify the quantities and
serial numbers of the Assets, the Acceptance Date(s), the Monthly Rental per Unit, and the total Monthly Rental
for each Lease.
2. Schedule Term; Installation Dates: The Schedule Term of each Equipment Schedule shall start on the
dates set forth below and shall continue for 48 months. The Schedule Term of each Equipment Schedule shall
automatically be extended for successive one month periods thereafter at the same Monthly Rental until
terminated by either party giving the other not less than 60 days prior notice, such termination to be effective only
on the last day of the Schedule Term or on the last day of any successive one month period.
EQUIPMENT SCHEDULE LAST DAY OF
INSTALLATION SCHEDULE
SCHEDULE PERIOD TERM COMMENCEMENT SCHEDULE
NUMBER DATE TERM
501-PD August 1, 2015 through 48 months September 1, 2015 August 31, 2019
August 31, 2015
502-PD September 1, 2015 48 months October 1, 2015 September 30, 2019
through September 30,
2015
503-PD October 1, 2015 through 48 months November 1, 2015 October 31, 2019
October 31, 2015
504-PD November 1, 2015 48 months December 1, 2015 November 30, 2019
through November 30,
2015
3. Assets Location: To be provided by Lessee on installation.
1880CCC-005-PD_Rev8.19.2015(vcm).doc CSI LEASING, INC.
2015-378 9990 Old Olive Street Road,Suite 101
8/25/15 Saint LoTel 1-800-955-0960
M2015-089 or 314-997-7010
CSI Leasing Fax: 314-997-7844
www.csileasing.com
INDEXED
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
4. Assets:
DESCRIPTION MONTHLY LEASE RATE
(The Equipment must be new and current technology.) FACTOR PER UNIT
Cisco Networking Equipment; .0224 times Unit cost
Large Servers(IBM only,with a cost greater than$75,000 per Unit);
POS Terminals
Notebook PCs and Tablets(excluding Ruggedized PCs); .0227 times Unit cost
Desktop PCs(with a cost less than$1,000 per Unit);
Monitors and All-In-One PCs;
Disk Storage(EMC,IBM,Network Appliance); .0227 times Unit cost
Networking Equipment;
Handheld Scanners;
Video Conferencing
Small Servers/Blade Servers/Workstations(with a cost of$1,000 to$75,000 per Unit); .0231 times Unit cost
Disk Storage(HP,HDS,Nimble or other approved manufacturers);
Ruggedized PCs(e.g.Panasonic Toughbooks);
Printers,Multifunction Printers,and Copiers; .0231 times Unit cost
Miscellaneous standalone hardware with its own serial number,e.g. Scanners and Smart
Phones
Miscellaneous hardware without its own serial number or a relation to other Units on this .0236 times Unit cost
Lease(e.g.Cards,Memory,Modems)
5. Quantities; Lessor's Purchase of Assets:
a) The Total Cost of the SmartTrack Schedule (Hardware, Software and other costs) for all the Leases
arising from this Master SmartTrack Schedule No. 5-PD is not to exceed $1,200,000.00, combined. If Lessee
wants a Lease to cover additional costs, Lessor, in its sole discretion, may pay such additional costs.
b) As Lessee determines the quantities of Assets it requires, Lessee shall have the applicable vendor send
to Lessor invoices which will reference this Master SmartTrack Schedule and which will specify machine type(s),
quantities, location(s), sales price, and serial number(s) of the Assets ordered by Lessee, or by Lessor at Lessee's
request. Upon receipt of each properly prepared invoice, Lessor shall remit the sales price to the vendor. Lessor
shall be entitled to rely upon the authority of any Lessee employee to approve purchases of Assets on behalf of
Lessee unless and until such time as an officer of Lessee notifies Lessor to the contrary.
c) Lessor is not liable for any failure or delay in delivery caused by the manufacturer, vendor or any other
party or condition not within Lessor's control. Lessee agrees that if any Assets have not been delivered and
accepted by Lessee before October 31, 2015, Lessor shall have no obligation to lease those Assets to Lessee and
Lessee shall assume any purchase obligations for such Assets from the applicable vendor, or if Lessor has paid for
1880CCC-005-PD_Rev8.19.2015(vcm).doc CSI LEASING, INC.
Page 2 of 6 9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
64601748/62230561/96341762
www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
such Assets, purchase such Assets from Lessor within 5 days after Lessor's request to do so, for a price equal to
Lessor's cost of such Assets plus any applicable sales tax on such sale.
6. Software and Other Costs: In consideration of Lessee's entering into this Master SmartTrack Schedule,
Lessor shall pay fees on Lessee's behalf for various operating and/or application Software so that Lessee may use
such Software in connection with the Assets. Lessor may also pay other costs related to the Assets, on Lessee's
behalf. Lessee shall reimburse Lessor for such costs by making a monthly payment to Lessor equal to .0226 (the
"Soft Cost Factor") times the cost of the applicable Software fee or other costs, which monthly payment amount
will be assigned to Assets and treated as additional rental for the lease of such Assets. The total amount of
Software and other costs will not exceed 20% of the Total Cost of the SmartTrack Schedule, without Lessor's
prior written consent. Because Lessor makes payments as invoices are received throughout the installation
period, the percent of Software and other costs to the Total Cost of the SmartTrack Schedule is generally not
known until the final reconciliation of the SmartTrack Schedule. If Lessor determines that the total amount of
Software and other costs exceed 20% of the Total Cost of the SmartTrack Schedule, Lessor shall have the option
to exclude the excess Software and other costs from this SmartTrack Schedule and Lessee agrees to reimburse
Lessor for such amounts.
7. Rent Payments; Daily Rental:
a) Lessee shall pay Rent Payments monthly ("Monthly Rental") in advance, with the first payment due
on the applicable Schedule Commencement Date, and the remaining payments due on the first day of each month
thereafter. Monthly Rental per Asset will equal the "Monthly Lease Rate Factor" for that Asset, multiplied by the
Asset's cost, plus any additional rental for soft costs as set forth in paragraph 6 above.
b) Lessee shall pay no daily rental or pro-rated rental for Assets on this Master SmartTrack Schedule.
8. Interest Rate Contingency: The Lease Rate Factors specified herein are based upon the 4 year interest
rate swap derived from the column entitled "Week Ending" (for the most recent week) set forth in the Federal
Reserve Statistical Release H.15 (519) (the "Rate Swap"); the Rate Swap benchmark is 1.53%. Lessor intends to
obtain a fixed-rate, non-recourse loan, using only the Equipment and the Lease as collateral (the "Loan"). If, at
the time the Loan is closed, the then current Rate Swap exceeds 1.53%, then the Lease Rate Factor(s) shall be
increased by .0001 for each 25 basis points by which the then current Rate Swap exceeds the benchmark Rate
Swap of 1.53%. The Lease Rate Factor(s) will be increased only until the then current Rate Swap exceeds the
current Rate Swap by 300 basis points. Any increases in the Rate Swap in excess of 300 basis points will have no
further effect on the Lease Rate Factors. Increases of the Rate Swap by increments of less than 25 basis points
will have no effect on the Lease Rate Factors.
9. Stipulated Loss Value: The Stipulated Loss Value of the Assets will equal a percentage, as set forth in the
table below, of the Base Value of the Assets. If there is a loss of less than all of the Assets listed on the Equipment
Schedule, the Stipulated Loss Value shall be allocated to the Assets lost in the same proportion as the Monthly
Rental per Asset for the lost Assets bears to the Monthly Rental for all Assets listed on the SmartTrack Schedule.
Because the actual quantity of Assets is unknown, a dollar amount Base Value is currently unknown.
However, the parties agree that a specific dollar amount Base Value will be set forth in the Certificate of
Acceptance referred to above. If an Asset is lost prior to the time the Certificate of Acceptance is prepared, the
Base Value will equal the cost of the Asset, plus any associated soft costs.
1880CCC-005-PD_Rev8.19.2015(vcm).doc CSI LEASING, INC.
Page 3 of 6 9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
64601748/62230561/96341762 www.csiieasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS MONTHLY STIPULATED LOSS
PAYMENTS VALUE(PERCENT PAYMENTS VALUE(PERCENT PAYMENTS VALUE(PERCENT
MADE OF BASE VALUE) MADE OF BASE VALUE) MADE OF BASE VALUE)
0 110.0% 17 77.0 33 48.5
1 108.1 18 75.1 34 46.9
2 106.1 19 73.2 35 45.3
3 104.2 20 71.4 36 43.7
4 102.2 21 69.5 37 42.1
5 100.3 22 67.7 38 40.6
6 98.3 23 65.8 39 39.1
7 96.3 24 64.0 40 37.7
8 94.4 25 62.2 41 36.2
9 92.4 26 60.4 42 34.8
10 90.5 27 58.7 43 33.4
11 88.6 28 56.9 44 32.1
12 86.6 29 55.2 45 30.7
13 84.7 30 53.5 46 29.5
14 82.8 31 51.8 47 28.2
15 80.8 32 50.1 48 and thereafter 27.0
16 78.9
10. Serial Number Substitution:
a) Lessee may replace any Asset with an identical or improved specification machine (a "Substitute
Unit") as a result of a warranty replacement or other mechanical defect, or a casualty loss situation. Lessee must
notify Lessor of the replacement serial number and configuration of the Substitute Unit.
b) In addition to the circumstances set forth in (a) above, upon expiration of the Schedule Term, (i)
provided no event has occurred that, with or without notice or the passage of time or both, would constitute an
Event of Default, and (ii) in consideration of Lessee's performance of all of its obligations under the Lease,
Lessee may choose to return desktop PC, laptop PC, or PC monitor units with serial numbers other than those
listed in the Certificate of Acceptance only upon the following conditions: the Substitute Units must be (1) of an
identical or improved configuration as the units being replaced, (2) in the condition required by section 15(b) of
the Master Lease Agreement, and (3) owned by Lessee. Lessee must give Lessor written notice of the serial
numbers of the Substitute Units along with a detailed list of which serial numbers they are replacing prior to their
return to Lessor or else Lessor may decline to accept Substitute Units. Lessee hereby represents and warrants to
Lessor that, upon delivery of any Substitute Units to Lessor, Lessee will be the absolute owner of the Substitute
Units; the Substitute Units will be free and clear of all liens, charges and encumbrances; and Lessee will have full
right, power and authority to transfer to Lessor title to the Substitute Units.
11. Essential Use: Pursuant to Section 20(f) of the MOLA, Lessee certifies that the use of the Assets is
essential to Lessee's proper, efficient and economic operation. The Assets will be used by Lessee for the purpose
of performing one or more of Lessee's governmental functions consistent with the permissible scope of Lessee's
authority and not in any trade or business carried on by any person other than Lessee. Lessee shall provide an
Essential Use/Source of Funds letter in a form and substance acceptable to Lessor.
12. Opinion of Counsel: Lessor's performance hereunder is conditioned on receipt of an opinion of counsel
for Lessee in a form and substance acceptable to Lessor.
1880CCC-005-PD_Rev8.19.2015(vcm).doc CSI LEASING, INC.
Page 4 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
64601748/62230561/96341762
www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
13. Technological Upgrade: If Lessee is not in default under the Lease at such time as Lessee desires to
upgrade the Assets, Lessee may notify Lessor of its desire to upgrade the Assets with technologically more
advanced equipment ("Upgrade Equipment"). In the event Lessor receives such notice, it agrees to negotiate in
good faith to enter into a new lease or leases for the Upgrade Equipment upon mutually agreeable terms and
conditions, and to terminate the rental obligations of the Assets upon the Commencement Date of the lease or
leases for the Upgrade Equipment, provided that the termination of rental obligations shall not be effective unless
the Secured Party and Assignee, if any, gives its written consent thereto. Lessee understands, however, that a
breach by Lessor under this paragraph shall in no way release the Lessee from or affect the Lessee's obligations to
continue making rental payments to any Secured Party or Assignee.
14. Personal Property Tax: Lessor shall pay the personal property taxes assessed for the Assets under each
Lease, in a total amount for the entire Schedule Term including any extension thereof, not to exceed 4.75% of
Lessor's total acquisition cost for the Assets (hardware costs only) under the applicable Lease. Lessee shall be
responsible for payment of all amounts due in excess of Lessor's payment amount. (For example, if the total
acquisition cost for the hardware on a Lease is $100,000.00, Lessor's liability for personal property tax during the
entire Schedule Term and any extension thereof will not exceed $4,750.00, and Lessee will reimburse Lessor for
any amount in excess of$4,750.00).
15. Purchase Option: Provided Lessee is not then in default under the Lease, Lessee may, on the last day of
the Schedule Term, upon no less than 60 days prior written notice to Lessor, purchase the Assets at its then
current fair market value. In the event that Lessee and Lessor cannot agree on fair market value, then fair market
value shall equal the average of three appraisals obtained from three members of the Association of Service and
Computer Dealers International, the first member to be chosen by Lessor, the second member to be chosen by
Lessee, and the third member to be chosen by the first two members. Lessee may not unilaterally revoke its
exercise of this option. If Lessee fails to exercise this option,then the provisions of section 15 of the Master Lease
control.
16. Extension Option: Provided Lessee is not then in default under the Lease, Lessee may, on the last day of
the Schedule Term, upon no less than 60 days prior written notice to Lessor, extend the Lease at the then current
fair market rental rate. In the event that Lessee and Lessor cannot agree on fair market value, then fair market
value shall equal the average of three appraisals obtained from three members of the Association of Service and
Computer Dealers International, the first member to be chosen by Lessor, the second member to be chosen by
Lessee, and the third member to be chosen by the first two members. Lessee may not unilaterally revoke its
exercise of this option. If Lessee fails to exercise this option,then the provisions of section 15 of the Master Lease
control.
17. Return of Assets: Provided Lessee is not then in Default under the Lease, Lessor's subsidiary Executive
Personal Computers Inc. ("EPC") will schedule a pickup of the Assets from Lessee, including wrapping and
packing. EPC will schedule one pickup per month, from one Lessee location, for the Assets leased under this
Master SmartTrack Schedule. Lessee will be liable for Monthly Rental until the Assets are picked up by EPC. If
any of the Assets are not ready and returned during this one-time pick up, Lessee will arrange for the return of
such Assets at its expense, and Lessee will be liable for Monthly Rental for such Assets until they are returned to
Lessor. Lessee wants to pay for this service over the term of the Lease, rather than in a lump sum. Accordingly, a
cost of$13.10 per Asset will be added to the Lease as a Soft Cost under the provisions of paragraph 6 above.
1880CCC-005-PD_Rev8.19.2015(vcm).doc CSI LEASING, INC.
Page 5 of 6 9990 Old Olive Street Road, Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
64601748/62230561/96341762 www.csileasing.com
NON-ORIGINAL
No security interest in an Equipment Schedule may
be created or perfected by possession of this copy.
18. Financing Statement: A photocopy of this Master SmartTrack Schedule, the Certificates of Acceptance,
and any exhibits or addenda hereto, may be filed as a precautionary Uniform Commercial Code Financing
Statement to evidence Lessor's interest in the Assets.
AT LESSOR'S OPTION, THIS SMARTTRACK SCHEDULE SHALL NOT BE EFFECTIVE UNLESS
SIGNED BY LESSEE AND RETURNED TO LESSOR ON OR BEFORE AUGUST 26,2015.
CSI LEASING, INC. CITY OF CORPUS CHRISTI
Signature: LLr1-tti-`k . —� L Lti Signature: .111,44e, e 'J�
Printed Name: LORRAINE S.CHERRICK Printed Name: I"1QirAl6 C''O, .1
EXECUTIVE VICE PRESIDENT U
BGENERALCOUNSEL Title: P('+ { ���►1C(G� (-
Title: .1 (,
AUG 1 g 2015 <SQP�&nb.ev' �-I D t 5
Date: Date:
BWG/HOUS
2/Ap ov d as to form; 15
11,
Assist. City Attorney
For City Attorney
ATTEST:
REBECCA HI_)ERTA , �. _�
CITY SECHETARY
k".:17,06— ° 1/41( NiLli!
WY MOM a
Mir
1880CCC-005-PD_Rev8.19.2015(vcm).doc CSI LEASING, INC.
Page 6 of 6 9990 Old Olive Street Road,Suite 101
Saint Louis, Missouri 63141
Tel: 1-800-955-0960
or 314-997-7010
Fax: 314-997-7844
64601748/62230561/96341762 www.csileasing.com
City of August 26, 2015
Corpus
Christi CSI Leasing, Inc.
9990 Old Olive Street Road, Suite 101
St. Louis, Missouri 63141
LEGAL DEPARTMENT (314)997-7010
PO Box 9277 Gentlemen:
Corpus Christi
Texas 78469-9277 As counsel for the City of Corpus Christi ("Lessee"), we have examined
Phone 361-826-3360 a duly executed original of SmartTrack Schedule Number 5-PD to Master
Fax 361-826-3239 Lease Reference No. 1880CCC (the "Agreement"), between Lessee and CSI
Leasing, Inc. ("Lessor"), and the proceedings taken by Lessee to authorize
and execute the Agreement (the "Approval"). Based upon such examination
Municipal Court of law and facts as we have deemed necessary or appropriate for purposes of
Pr12o N.Chaparral
al the opinions set forth below, we are of the opinion that:
120 N.Chaparral p p
Corpus Christi
Texas 78401 1. Lessee is a duly created and validly existing state or fully
Phone 361-886-2530 constituted political subdivision or agency of the State of Texas and has the
Fax 361-886-2567 power and authority to enter into the Agreement and carry out the terms
Human Relations thereof.
PO Box 9277
Corpus Christi 2. The Agreement has been dulyauthorized, executed and
Texas 78469-9277 g
Phone 361-826-3190 delivered by Lessee pursuant to Constitutional, statutory and/or home rule
Fax 361-826-3192 provision and the Approval.
RPOBox
9277 Management 3. The Agreement is a legal, valid and bindingobligation of Lessee,
PO Box 9277 g 9 g
Corpus Christi enforceable against Lessee in accordance with its terms. In the event Lessor
Texas 78469-9277 obtains a judgment against Lessee in money damages as a result of an event
Phone 361-826-3680 of default under the Agreement, Lessee will be obligated to pay such
Fax 361-826-3697
judgment.
www.cctexas.com
4. Lessee's name indicated above is its true, correct, and complete
legal name.
5. Any applicable public bidding requirements have been met.
6. The entering into and performance of the Agreement will not
violate any judgment, order, law or regulation applicable to Lessee or result in
any breach of, or constitute a default under, or result in the creation of any
lien, charge, security interest or other encumbrance upon assets of Lessee or
on the Hardware or Software leased under the Agreement pursuant to any
instrument to which Lessee is a party or by which it or its assets may be
bound; There are no suits or proceedings pending or threatened against or
affecting Lessee, which if determined adversely to Lessee will have a material
adverse effect on the ability of Lessee to fulfill its obligations under the
Agreement.
7. The signatures of the officers of Lessee which appear on the
Agreement are true and genuine, we know said officers and know them to hold
the offices set forth below their names, and they have been duly authorized by
the Approval to execute and deliver the Agreement.
8. The Equipment leased pursuant to the Agreement constitutes
personal property and when subjected to use by Lessee will not be or become
fixtures under applicable law.
9. To the best of our knowledge, the Agreement is in full conformity
with all laws relating to usury applicable thereto.
10. The Uniform Commercial Code, as adopted in Texas, will govern
the method of perfecting Lessor's security interest in the Equipment
This opinion is delivered to you in connection with the Agreement
referenced above, and may be relied upon by you and any assignee of Lessor
under the Agreement.
Sincerely yours,
Afec. X.*
Miles Risley
City Attorney
ESSENTIAL USE/SOURCE OF FUNDS LETTER
RE: SmartTrack Schedule Number 5-PD to CSI Master Lease Reference No. 1880CCC, (collectively, hereinafter the "Lease") by
and between CSI LEASING, INC. ("Lessor") and CITY OF CORPUS CHRISTI ("Lessee")
Ladies and Gentlemen:
This letter confirms and affirms that the Assets described in the Lease is essential to the function of the undersigned or to the service
we provide to our citizens.
Further, we have an immediate need for, and expect to make immediate use of, substantially all such Equipment, which need is not
temporary or expected to diminish in the foreseeable future. Such Equipment will be used by us only for the purpose of performing one
or more of our governmental or proprietary functions consistent with the permissible scope of our authority. Specifically, such
Equipment�s selected by us to be used as follows (please include any specific department that may be its primary user):
o i0(2/ c( 4- (.eveA ,c les -I-u a lik,.� 6 `(-4' cQ.c s e 4 1 In fry
Q(-no is 1- 6f7 -
Are the assets replacement, upgrade, additional or new to the department? -ki`e7. 't/'P /e06,0„/5
If replacement, how old is the existing equipment? 1 t r7
The estimated useful life of such Assets based upon manufacturer's representations and our projected needs is I/ years.
Our source of funds for payments of the rent due under the Lease for the current fiscal year is frt 5 -p14.101'& 4C
We expect and anticipate adequate funds to be available for all future payments of rent due after the current fiscal year for the following
reasons: 0 fil 71 4 / e M1 i yk, f e`L Se `it )4fru / It Cok IC yl /la 741.'74.7-
..
41.'2f -
Have you or do you intend to issue more than$10 million in tax-exempt debt during the current year? A)
Are you self insured[Yes/No] . If"Yes"please provide details of your self-insurance program including a copy of the
authorizing statute.
LESSEE: CITY OF CORPUSCHRISTI
By:X .J leth C�C1L C.:-Y-6Q-0
Name: Marr C • o3e--1
Title: '�U+J C,' i f I�Q ner Cts-
J �1
Date: I'vi b-Cir 41 o1-O I5
FEIN:
1880CCC-005-PD_Esse n U se_Rev7.10.2015(aad).d oc