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HomeMy WebLinkAbout2001-123NOTE Change Order One (Ordinance No 2001-197) ORDINANCE NO W01— AN ORDINANCE AUTHORIZING FINANCING FOR REFUSE TRUCKS WITH GOVERNMENT CAPITAL CORPORATION THROUGH LEASE PURCHASE FINANCING, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (FILE NO 2665 — EFFECTIVE RATE OF 5 33%, APPROXIMATE FINANCING CHARGES $88,678 44) WHEREAS, On February 20, 2001 the City Council authorized the purchase of thirteen refuse trucks from the lowest responsible bidders pursuant to Ordinance No 2001-078 in the total principal sum of $1,693,830, and WHEREAS, Section 271 005(c) of the Local Government Code authorizes the City Council, in its discretion, to contract for the financing of personal property, and WHEREAS, the City Council finds that the herein authorized financing of the refuse trucks through a lease purchase agreement with Government Capital Corporation is appropriate and in the public interest, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be expended for the herein authorized lease purchase agreement, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Council hereby authorizes a lease purchase agreement to finance the acquisition of the thirteen refuse trucks with Government Capital Corporation, said agreement providing for a financed amount of $1,693,830, having three annual payments, and with an effective interest rate of 5 33% S CE TION 2 The City Manager, or his designee, is authorized to enter into a lease purchase agreement on behalf of the City in accordance with the terms set forth in Section I and to expend the funds provided for in Section 1 SECTION 3 This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this //7 m day of 2001 C' /�• Cl EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY 12mmlljo APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY File 2665 — Ordinance from Fd Snyder 3Thtrd Party Leasmg 03-01 Page 2 S \Our Documents\Ordlnancee\OI\Govemment Capital Ordinance doe Government Capital Corporation CORPORATE OFFICE • 345 Miron Drive • Southlake Texas 76092 817-421-5400 • Administrative Fax 817-251-3208 • Sales Fax 817-488-8477 March 13, 2001 Mr Tom Shaw City of Denton 215 East McKinney Street Denton, Texas 76201 Dear Mr Shaw Thank you for the opportunity to present proposed financing for the City of Denton for the acquisition of Refuse Trucks and Equipment The transaction would be as follows LESSOR Government Capital Corporation LESSEE City of Denton FINANCING STRUCTURE Tax -Exempt Lease/Purchase as Authorized under the Texas Public Property Finance Act of 1979 FINANCED AMOUNT $1,693,830 00 Term Three (3) Years - Annual Payments Effective Interest Rate 5 33% Annual Lease Factor .3507846 Annual Payment Amount $594,169 48 First Payment Due At Signing Financing for these projects would be very simple, fast and easy due to the fact that We have an existing working relationship with the City We have City financial statements on file, expediting the process The City's legal counsel is familiar with our documentation The above proposal is subject to an audit analysis and assumes closing will occur on, or before April 15, 2001 The above rates may be adjusted to equal to maturity Treasuries thereafter If you have any questions regarding other payment terms or conditions, please feel free to call me Sincerel Stewart C Stu ey Senior Vice President TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT THIS MUNICIPAL LEASE PURCHASEAGREEMENT (hereafterrefined to as' Agreement )dated March 27, 2001, by andbetween Government Capital Corporation, a Texas corporation(herein referred to as "Lessor") and CityofDemon apolitical subdivision or agency of the State of Texas (hereinafter referred to as "Lessee") WITNESSETH In consideration of the mutual covenants and conditions hereinafter set forth the parties hereto agree as follows 1 Term and Payments Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the property described in Exhibit A hereto (hereinafter with all replacement parts, substitutions, proceeds, increases, additions, accessions, repairs and accessories incorporated therein or affixed thereto referred to as the "Property") for the amounts to be paid in the sutras (the ' Lease Payments") and on the dates (the "Lease Payment Dates") set forth in Exhibit B hereto Except as specifically provided in Section 2 hereof, the obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be absolute and unconditional in all events and shall not be subject to any set off, defense counterclaim or recoupment for any reason The term of the lease hereunder shall commence upon the acceptance of possession of the Property by Lessee (or acceptance by Lessee of delivery of the first item of Property if this Agreementinvolves multiple items of Property) and shall continue until the end of the Lessee's current fiscal period and thereafter for such additional fiscal periods as are necessary to complete the anticipated total lease term as set forth in Exhibit B unless earlier terminated as provided herein Lessee will evidence its acceptance of the Property by executing and delivering to Lessor a Certificate of Acceptance (hereinafter so called) in the form provided by Lessor 2 Non -Appropriation and Right of Termination The obligations of Lessee to make Lease Payments(called for Exhibit B) and to make any other payments to Lessor (or to any other person) pursuant to this Agreement are subject to appropriation by the Lessee of funds that are lawfully available to be applied for such purpose If Lessee fails to make such an appropriation prior to a fiscal period of Lessee for the Lease Payments scheduled in such fiscal period, this Agreement shall terminate at the end of the last fiscal period immediately preceding the fiscal period for which funds have not been appropriated The Lessee shall deliver notice to Lessor of such termination at least forty-five (45) days prior to such termination, but failure to give such notice shall not prevent the termination of this Agreement Upon any such termination of this Agreement, all ofLessee's right, title and mterestin and its obligations under this Agreement and to the Property shall terminate effective on the last day of the last fiscal period of Lessee for which such an appropriation was made 3 Taxes In addition to the Lease Payments to be made pursuant to Section I hereof Lessee agrees to indemnify and hold Lessor harmless from and against and to pay Lessor, as additional rent, on demand, an amount equal to all licenses assessments, sales use, real or personal property, gross receipts or other taxes, levies, imposts, duties or charges, if any togetherwith any penalties, fines, or interest thereon imposed against or on Lessor, Lessee orthe Property by any governmental authority upon or with respect to the Property or the purchase, ownership rental, possession, operation retain or sale of or receipt of payments for, the Property, except any Federal or state income taxes, if any, payable by Lessor Lessee may contest any such taxes prior to payment provided such contest does not involve any risk of sale, forfeiture or loss of the Property or any interest therein 4 Lessee's Covenants and Representations Lessee covenants and represents as follows (a) Lessee represents, and will provide an opinion ofits counsel to the effect that, ithas full power and authority to enterinto this Agreement which has been duly authorized, executed, and delivered by Lessee and is a valid and binding obligation of Lessee enforceable in accordance with its terms and all requirements for execution, delivery and performance of this Agreement have been, or will be, complied with in a timely manner, (b) Lessee has budgeted and appropriated for the current fiscal period sufficient funds to make the Lease Payments schedule to come due in the current fiscal period an d all otherpayments expected to come due in the current fiscal period, Lessee currently expects to budget and appropriate sufficient funds to pay the Lease Payments corning due hereunder in each future fiscal period, tit the decision whether to budget and appropriate funds for any future fiscal period is solely within the discretion of the then current governing body of the Lessee, (c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority for, authorization of performance of, or expenditure of funds pursuant to, this Agreement, (d) Information supplied and statements trade by Lessee in any financial statement or current budget prior to or contemporaneously with the Agreement are true and correct, (a) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property, winch need is not temporary or expected to diminish in the foreseeable future 5 Use and Licenses Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons only Lessee shall use the Property only for its proper purposes and will not install, use, operate or maintain the Property improperly carelessly or inviolation of any applicable law, ordinance, rule or regulation of any governmental authority or in a manner contrary to the nature of the Property or the use contemplated by its manufacturer Lessee shall keep the property at the location stated on the Certificate of Acceptance executed by Lessee upon delivery of the Property until Lessor, in writing, permits its removal, and the Property shall be used solely in the conduct of the Lessee s operations Lessee shall obtain, at its expense all registrations, permits and licenses, if any, required bylaw for the installation and operation of the Property Any license plates used on the Property shall be issued m the name of the Lessee If a certificate of title is issuable with respect to the Property it shall be delivered to the Lessor showing the interest of the Lessor 6 Maintenance. Lessor shall not be obligated to make any repairs or replacements At its own expense, Lessee shall service repair and maintain the Property in as good condition, repair, appearance and worlong order as when delivered to Lessee bereunder ordinary wear and tear fromproper use alone excepted, and shall replace any and all parts thereof which may from time to time become wom out, lost, stolen, destroyed or damaged beyond repair or rendered unfit for intended use, for any reason whatsoever, all of which replacements shall be free and clear of all hens, encumbrances and claims of others and shall become part of the Property and subject to this Agreement Lessor may, at its option, discharge such costs, expenses and insurance premiums necessary for the repair, maintenance and preservation of the Property, and all sums so expended shall be due from Lessee in addition to rental payments hereunder 7 Alterations (a) Lessee may, at its own expense, install or place in or on, or attach or affix to the Property such equipment or accessories as may be necessary or convenient to use the Property for its intended purposes provided that such equipment or accessones do not impair the value or utility of the Property All such equipment and accessories shall be removed by Lessee upon termination of this Agreement, provided that any resulting damage shall be repaired at Lessee s expense Any such equipment or accessories not removed shall become the property of Lessor (b) Withoutthewntten consent ofLessor, Lessee shall notmake any other alterations modifications wimprovements to the Property except as required mpernuttedhemunder Any other alterations, modifications or improvements tothe Property shall immediately become part of the Property, subject to the provisions hereof Without the prior written consent of Lessor, Lessee shall not affix or attach any of the Property to any real property The Property shall remain personal property regardless of whether it becomes affixed or attached to real property or permanently rests upon any real property or any improvement thereon STATE OF TEXAS MUNICIPAL NBQ LEASE PURCHASE AGREEMENT E g i.iens Lessee shall not directly or indirectly create, incur assume or suffer to exist any mortgage, security interest pledge ben, charge encumbrance or claim on or with respect to the Property, title thereto or any interest therein, except the respective rights of Lessor and Lessee hereunder 9 Damage to or Destruction of Property Lessee shall bear the entire risk of loss, damage, theft or destruction of the Property from any and every cause whatsoever, and no loss, damage, destruction or other event shall release Lessee from the obligation to pay the full amount of the rental payments or from any other obligation under this Agreement. In the event of damage to any item of the Property, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost ofsuchreparr If Lessor determines that any item of Property is lost stolen destroyed or damaged beyond repair,Lessee, at the option of Lessee, will either (a) replace the same with like property in good repair or on the next Lease Payment Date pay Lessor (1) all amounts then owed by Lessee to Lessor under this Agreement, including the Lease Payment due on such date, and (sr) an amount equal to the applicable Option to Purchase Value set forth in Exhibit B 30 Insurance Lessee shall either be self insured with regard to the Property or shall purchase and maintain insurance with regard to the Property Lessee shall indicate on each Certificate of Acceptance executed in relation to this Agreement its electron to be self insured or company insured with regard to the Property listed on that Certificate of Acceptance Whether Lessee is self insured or company insured, Lessee shall, for the term of this Agreement at its own expense provide comprehensive liability insurance with respect to the Property, insuring against such risks and such amounts as are customary for lessees of property of a character similar to the Property In addition, Lessee shall, for the tern of this Agreement, at its own expense, provide casualty insurance with respect to the Property, insuring against customary risks, coverage at all times not less than the amount of the unpaid principal portion of the Lease Payments required to be made pursuant to Section l as of the last preceding Payment Date specified in Exhibit Bon which a Lease Payment was made If insurance policies are provided with respect to the Property, all insurance policies shall be with insurers authorized to do business in the State where the Property is located and shall time both Lessor and Lessee as insured as their respective interest may appear Insurance proceeds from casualty losses shall be payable solely to the Lessor, subject to the provisions of Section 9 Lessee shall, upon request, deliver to Lessor evidence of the required coverage together with premium receipts, and each insurer shall agree to give Lessorwnttennotice ofnon payment of any prermumdue and ten (10) days notice prior to cancellation or alteration of any such policy Lessee shall also carry and require any otherperson or entity working on, in or about the Property to carry workmen s compensationinsurance coveting employees on, in or about the Property In the event Lessee fails, for anyreason, to comply with the requirements of this Section, Lessee shall indemnify save harmless and at Lessee's sole expense, defend Lessor and its agents, employees, officers and directors and the Property against all risk of loss not covered by insurance 11 Indemnification Lessee shall indemnify, to the extentpemntted bylaw and save harmless Lessor and its agents employees, officers and directors from and, at Lessee's expense, defend Lessor and its agents,employees, officers and directors against all liability obligations, losses, damages, penalties, claims, actions costs and expenses (including but not limited to reasonable attomeys' fees) of whatsoever kind or nature which in any way relate to or arse out of this Agreement or the ownership, rental, possession, operation, condition, sale or return of the Property All amounts which become due from Lessee under this Section 11 shall be credited with any amounts received by the Lessor from insurance provided by the Lessee and shall be payable by Lessee within thirty (30) days following demand therefor by Lessor and shall survive the temunation or expiration of this Agreement 12 No Warranty EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO THE PROPERTY MADE ORENTERED INTO BY THEMANUFACTURERS OR SUPPLIERS OF THEPROPERTY ALL OF WHICH ARE HEREBY ASSIGNED TO LESSEE, LESSORHAS MADEAND MAKES NO REPRESENTATION ORWARRANTY, EXPRESS ORIMPLIED AND ASSUMES NO OBLIGATION WITH RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY ORFITNESS OF THE PROPERTY DESCRIBED IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO SPECIFICATION OR PURCHASE ORDER, ITS DESIGN, DELIVERY, INSTALLATION OR OPERATION All such risks shall be home by Lessee withoutin anyway excusing Lessee from its obligations under this Agreement and Lessor shall not be liable to Lessee for any damages on account of such risks All claims or actions on any warranty so assigned shall be made or prosecuted by Lessee at its sole expense, upon prior written notice to Lessor Lessor may, but shall have no obligation whatsoever to, participate in such claim or action on such warranty, at Lessor's expense Any recovery under such a warranty shall be made payable jointly to Lessee and Lessor 13 Option to Purchase Provided Lessee has complied with the terms and conditions of this Agreement Lessee shall have the option to purchase notless than all of the Property whichis then subject to this Agreement," m is' at the payment date for the Option to Purchase Values set forth in Exhibit B by giving written notice to Lessor not less than sixty (60) days prior to the date specified in Exhibit B for the exercise of such option provided that upon Lessee's timely payment of all Lease Payments specified in Exhibit B, Lessee shall be deemed to have properly exercised its option to purchase the Property and shall be deemed to have acquired all of Lessor's tight, title and interest in and to the Property, free of any lien, encumbrance or security interest except such liens encumbrances or security interest as may be created, or permitted and not discharged, by Lessee but without other warranties Paymentof the applicable Option to Purchase Value shall occur on the applicable Lease Payment Date specified in Exhibit B hereto, at which time Lessor shall, unless not required hereunder deliver to Lessee a quitclaim bill of sale transferring Lessor's interest in the Property to Lessee free from any lien, encumbrance or security interest except such as may be created, or permitted and not discharged, by Lessee but without other warranties Upon Lessee's actual or constructive payment of the Option to Purchase Value and Lessor's actual or constructive delivery of a quitchumbill of sale covering the Property, this Agreementshall terminate except as to obligations or liabilities accruing hereunder prior to such termination 14 Default and Lessor's Remedies (a) The occurrence of one or more of the following events shall constitute an Event of Default, whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency aj Lessee fads to make any payment hereunder when due or "thin ten (10) days thereafter ai Lessee fails to comply with any other covenant condition or agreement of Lessee hereunder for a period of the ten (10) days after notice thereof, io Any representation or warranty made by Lessee hereunder shall be untrue in any material respect as of the date made (o Lessee makes, permits or suffers any unauthorized assignment, transfer or other disposition of this Agreement or any interest herein, or any part of the Property or any interest therein, or (o Lessee becomes insolvent, or admits in writing its mability to pay its debts as they mature, or applies for, consents to or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part of its property, or, in the absence of such application, consent or acquiescence, a trustee, receiver or custodian is appointed for Lessee or a substantial part of its property and is not discharged within sixty (60) days, or any bankruptcy,reorganization, debt arrangement, moratonum, or anyproceedmg underanybankruptcy or insolvency law or any dissolution or liquidationproceeding is instituted by or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee or is not dismissed within sixty (60) days (b) Upon the occurrence of any Event of Default specified herein, Lessor may at its sole discretion, exercise any or all of the following remedies ai Enforce this Agreementby appropriate action to collect amounts due or to become due hereunder,by acceleration of otherwise or to cause Lessee to perform its other obligations hereunder in which event Lessee shall be liable for all costs and expenses incurred by Lessor On Take possession of the Property, without demand or notice and without court order or any process of law and remove and relet the same for Lessee's account, in which event Lessee waives any and all damages resulting therefrom and shall be liable for all costs and expenses incurred by Lessor in connection therewith and the difference, if any, between the amounts to be paid pursuant to Section 1 hereof and the amounts received and to be received by Lessor in connection with any such relemng, STATE OF TEXAS MUNICIPALNBQ LEASE PURCHASE AGRaaMENT 1 m Terminate this Agreement and repossess the Property, in which event Lessee shallbe liable for any amounts payable hereunder through the date of such termination and all costs and expenses incurred by Lessor in connection therewith (e Sell the Property or any portion thereof for Lessor's account at public or private sale, for cash or credit, without demand on nonce to Lessee of Lessor's intention to do so or relet the Property for a term and a rental which may be equal to, greater than or less than the rental and term provided herein If the proceeds from any such sale or rental payments received under a new agreement made for the periods prior to the expiration of this Agreement are less than the sumo£(i) the costs of suchrepossession, sale, relocation, storage, reconditioning, relemng and reinstallation (including butnot limited to reasonable attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date specified in Exhibit B, and (id) any past due amounts hereunder (plus interest on such unpaid principal balance at the rate specified in Section 20 hereof, prorated to the date of such sale) all of winch shall be paid to Lessor, Lessor shall retain all such proceeds and Lessee shall remain liable for any deficiency or (e) Pursue and exercise any otherremedy available at law or in equity, in which event Lessee shall be liable for any and all costs and expenses incurred by Lessor in connection therewith "Costs and expenses," as that term is used in this Section 14 shall mean, to the extent allowed by law (i) reasonable attorneys' fees if this Agreement is referred for collection to an attomeynot a salaried employee of Lessor or the holder of this Agreement, (ii) court costs and disbursements including such costs in the eventof any actionnecessary to secure possession of the Property and (lil) actual and reasonable out of -pocket expenses incurred in egnnectionwith anyrepossession orforeclosure, including costs of storing, reconditioning and reselling the Property, subject to the standards of good faith and commercial reasonableness set by the applicable Uniform Commercial Code Lessee waives all rights under all exemption laws to Under no circumstances shall Lessee be liable under this subsection 14 (b) for any amount in excess of the sum appropriated pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and paid during such previous and current fiscal years from amounts so appropriated 15 Termination Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof, lessee shall, upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to the terms of this Agreement deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee, ordinary wear and tear resulting from proper use alone excepted, by loading the Property, at Lessee's sole expense, on such tamer, or delivering the Property to such location, as Lessor shall provide or designate at or within a reasonable distance from the general location of the Property If Lessee fails to deliver the Property to Lessor, as provided in this Section 15, on or before the date of termination of this Agreement, Lessee shall pay to Lessor upon demand, for the hold -over period, a portion of the total payment for the applicable period as set forth in Exhibit B prorated from the date of termination of this Agreement to the date Lessee either redelivers the Property to Lessor or Lessor repossesses the Property 16 Assignment Without Lessor's prior written consent, Lessee will not either (s) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise &spore of this Agreement or the Property or any interest in this Agreement or the Property, or (u) sublet or lend the Property or permit it to be used by anyone other than Lessee or Lessee's employees Lessor may assign its rights, title and interest in and to this Agreement the Property and any other documents executed with respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property, in whole or in part Any such assignees shall have all of the rights of Lessor under this Agreement Subject to the foregoing, this Agreement mores to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto No assignment or reassignment of any of Lessor's rights title or interest in this Agreement or the Property shall be effective with regard to Lessee unless and until Lessee shall have received a copy of the document by which the assignment or reassignment is made, disclosing the name and address of such assignee No further action Will be required by Lessor orby Lessee to evidence the assignment, but Lessee will acknowledge recorpt of such assignments in writing if so required During the term of this Agreement, Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with the United States Internal Revenue Code of 1986, Section 149 (a), and the regulations, proposed or existing, from time to time promulgated thereunder 17 Personal Property The Property is and shall at all times be and remain personal property is Title Upon acceptance of the Property by Lessee hereunder, Lessee shall have title to the Property during the term of this Agreement however, in the event of (1) an Event of Default hereunder and for so long as such Event of Default is continuing or (it) termination of this Agreement pursuant to the provisions of Section 2 hereof, title shall be reverted immediately in and shall revert to Lessor free of any right, title or interest of Lessee unless Lessor elects otherwise 19 Lessor's Right to Perform for Lessee If Lessee fails to make any payment or perform or comply with any of its covenants or obligations hereunder Lessor may, but shall not be required to, make such payment or perform or comply with such covenants and obligations on behalf of Lessee and the amount of any suchpayment and the expenses (including butnot limited to reasonable attorneys' fees) incurred by Lessor in performing or complying with such covenants and obligations, as the case may be, together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand 20 Interest on Default If Lessee fails to pay any Lease Payment specified in Section 1 hereof within ten (10) days after the due date thereof Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the highest lawful rate 21 Notices Any notices to be given or to be served upon any party hereto in connection with this Agreement must be in writing and maybe given by certified or registered mail, and shall be deemed to have been given and received forty eight (48) hours after a registered or certified letter containing such notice postage prepaid, is deposited in the United States marl, and if given otherwise shall be deemed to have been given when delivered to and received by the party to whom it is addressed Such notice shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such other address as either party may hereafter designate 22 Security Interest As security for Lessee's covenants and obligations hereunder, Lessee hereby grants to Lessor and its successors a security interest in the Property, all accessions thereto and proceeds therefrom, and, in addition to Lessor's rights hereunder, all of the rights and benefits of a secured party under the Uniform Commercial Code as in effect from time to time hereafter in the State in which the Property is located or any other State which may have jurisdiction over the Property Lessee agrees to execute, acknowledge and deliver to Lessor in recordable form upon request financing statements or any other mstmments with respect to the Property or this Agreement considered necessary or desirable by Lessor to perfect and continue the security interest granted herem in accordance with the laws of the applicable junsdiction Lessee hereby authorizes Lessor or its agent or assigns to sign and execute on its behalf any and all necessary UCC I forms to perfect the Purchase Money Security interest herein above granted to Lessor 23 Tax Exemption Lessee acknowledges and agrees that the Lease Payments have been calculated by Lessor assuming that the interestportion of each Lease Payment is exempt from Federal Income Taxation Lessee represents warrants and covenants that it will do orrefram from doing all things necessary or appropriate to insure that the interest portion of the Lease Payments is exempt from Federal Income Taxation including butnotlunitedto executing and filing all information statements required by Section 149(e) of the Internal Revenue Code of 1986, as amended, and timely paying to the extent of available funds amounts required to be rebated to the United States pursuant to Section 148(f) of the Internal Revenue Code of 1986 as amended 24 Miscellaneous (a) Lessee shall wheneverrequested, advise Lessor of the exact location and condition of the Property and shall give the Lessor immediate notice of any attachment or otherjudicial process affecting the Property, and indemnify and save Lessor hamiless from any loss or damage caused thereby Lessor may for the purpose of inspection at all reasonable times enter upon anyjob, building orplace where the Property and the books and records of the Lessee With respect thereto are located STATE OF TEXAS MUNICIPAL NBQ LEASE PURCHASE AGREEMENT Qb) Lessee will take no action that would cause the interest portion of the Lease Payments to become coverage in 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'), and Lessee will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the interest portion of the Lease Payments does not become coverage in gross income of the recipient for federal income tax purposes under the Code and Regulations (c) Lessee agrees to equitably adjust the payments payable under this Agreement if there is a determination for any reason that the interest payable pursuant to this Agreement (as incorporated within the schedule of payments) is not excludable from income in accordance with the Internal Revenue Code of 1986 as amended, such as to make Lessor and its assigns whole (d) Time is of the essence No covenant or obligations hereunder to be performed by Lessee may be waived except by the written consent of Lessor, and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on any occasion shall not constitute or be treated as a waiver of such covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any later time prior to Lessee's cure of the condition giving rise to such remedy Lessor's rights hereunder are cumulative and not alternative (a) This Agreement shall be construed in accordance with, and governed by, the laws of the State in which the Property is located (*This Agreement constitutes the entire agreementbetween theparties and shall notbemodified, waived, discharged terminated, amended, altered or changed in any respect except by a written document signed by both Lessor and Lessee (g) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be ineffective to the extent of such prolubition or unenforceability, without, to the extent reasonably possible, invalidating the remainder of this Agreement (h) The Lessor hereunder shall have the right at any time or times, by notice to Lessee, to designate or appoint any person or entity to act as agent or trustee for Lessor for any purposes hereunder p) All transportation charges shall behome byLessee Lessee will immediately notify Lessor of any change occurring inortoTheProperty of a change in Lessee's address, or in any fact or circumstance warranted or represented by Lessee to Lessor, or if any Event of Default occurs a) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and include the masculine or feminine gender whenever and wherever appropriate (k) The captions set forth herein are for convenience of reference only and shall not define or limn any of the terns or provisions hereof 0) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs executors, admrmstrators, legal representatives, successors and assigns, where permitted by this Agreement IN WITNESS WHEREOF, the parties have executed this Agreement as of the'* day of in the year LESSOR Government Capital Corporation Ann SIGNATURE PR NAME BY Stewart Shirey, Senior Vice President PIUM[D rrrLa OR Timothy G Temple, President 345 Mvon Drive Southlake, TX 76092 LESSEE City of Denton VNWIFD NAME W BY Tom D Shaw, Purchasing Agent PW so, mu 901B Texas Street Denton, TX 76201 STATE OF TEXAS MUNICIPAL NBQ LEASE EXHIBIT A DESCRIPTION OF PROPERTY MUNICIPAL LEASE -PURCHASE AGREEMENT (THE "AGREEMENT") BY AND BETWEEN LESSOR, Government Capital Corporation end LESSEE, City of Denton Dated as of March 27, 2001 QTY DESCRIPTION REFUSE TRUCKS as follows Four (4) Peterbilt Front Load Two (2) Freightliner Rear Load Two (2) Volvo Side Load Three (3) Peterbilt Automated Side Load One (1) Peterbilt Cab/Over Roll -Off One (1) Mack Conventional Cab Roll -Off VIN numbers provided on delivery PROPERTY LOCATION. City of Denton Service Center, 901B Texas Street STATE OF TEXAS M CTPAL NBQ LEASE PURCHASE AGREEMENT GOVERNMENT CAPITAL CORPORATION GOVERNMENT CAPITAL CORPORATION LESSEE City of Denton Equipment Cost $1,693,830 00 Financed Amount $1,682,290 47 Effective Rate 5 33000% Interest Rate 6 08000% PMT PMT DATE TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE NO MO DAY Y PAYMENT PAID PAID after pmt on this line 1 @ signing 2 03/27/02 3 03/27/03 Grand Totals $594,169 53 $594,169 53 $594,169 53 $1,782,508 59 $0 00 $66,157 75 $34,060 37 $100,218 12 $594,169 53 $528,011 78 $560,109 16 $1,682,290 47 $1,108,731 09 $567,226 29 $1 00 ACCEPTED BY LESSEE G _ Tom D Shaw, Purchasing Agent ORDINANCE NO APOL 14 AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER ONE TO THE CONTRACT BETWEEN THE CITY OF DENTON AND GOVERNMENT CAPITAL CORPORATION, PROVIDING FOR AN INCREASE IN THE LEASE PERIOD, AN INCREASE IN THE AMOUNT OF FINANCING CHARGES, AND A REVISION TO THE ANNUAL LEASE PURCHASE PAYMENTS SCHEDULE, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE AND PROVIDING AN EFFECTIVE DATE (FILE 2665 — LEASE PURCHASE FINANCING OF 13 REFUSE TRUCKS AWARDED TO GOVERNMENT CAPITAL CORPORATION AT A FINANCING COST OF $88,678 44, (ORDINANCE 2001-123) AND CHANGE ORDER ONE IN THE AMOUNT OF $110,387 80, FOR A TOTAL FINANCING CHARGE OF $199,066 30) WHEREAS, on March 27, 2001 (Ordinance 2001-123), the City awarded a Contract for the Acquisition of Lease/Purchase Financing to Government Capital Corporation in the amount of $88,678 44, and WHEREAS, Section 271 005(c) of the Local Government Code authorizes the City Council, in its discretion, to contract for the financing of personal property, and WHEREAS, the City Council finds that the herein authorized financing of the refuse trucks through a lease purchase agreement with the Government Capital Corporation is appropriate and in the public interest, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be expended for the herein authorized lease purchase agreement, WHEREAS, the City Manager having recommended to the Council that a change order be authorized to amend and restate such contract agreement with respects to the contract amount and payment schedule and said change order being in compliance with the requirements of Chapter 252 of the Local Government Code, Now, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The change order increasing the financing amount and extending the payment schedule of the agreement between the City and Government Capital Corporation as listed on Exhibits A-1, A-2, and A-3, on file in the office of the Purchasing Agent, in the amount of One Hundred Ten Thousand Three Hundred Eighty Seven and 80/100 Dollars ($110,387 80), is hereby approved and the expenditure of funds therefor is hereby authorized The master contract amount is amended to read total financing charges of $199,066 30 SECTION 2 The City Manager, or his designee, is authorized to enter into each of the lease purchase agreements on behalf of the City in accordance with the terms set forth in Section 1 and to 'expend the funds provided for in Section 1 as per Exhibits A-1, A-2 and A-3 SECTION 3 That this ordinance shall become effective Immediately upon its passage and approval PASSED AND APPROVED this the day of L� 2001 EULINE BROOK, MAYOR ATTEST 7ENNIFER WALTERS, CITY SECRETARY By AP OVED S TO LEGAL FORM HERBERT L OU CITY ATTORNEY By CHANGE ORDE E to FILE 2665 ORDINANCE-2001 GOVERNMENT CAPITAL CORPORATION r EXHIBIT A-1 GOVERNMENT CAPITAL CORPORATION LESSEE City of Der#n N� 2366 w PMT PMT DATO NO MO DAY 4 1 11/01/01 2 11/01/021 3 11/01/031 Grand Totals TOTAL INTEREST PAYMENT PAID $1f31,895 95 $12,772 01 $161,625 85 $17,996 30 $161,625 85 $9,263 62 $484,877 55 $40,031 93 ACCEPTED BY LESSE� Equipment Cost $447,897 00 Financed Amourd. $444,945 62 Effective Rate 5 33000% interest Rate 6 08000% PRINCIPAL OPTION TO PURCHASE PAID after pmt on this line $148,853 84 $301,596 76 $143,629 55 $154,296 76 $15L,Jb2 23 $1 00 $444 845 69 City Manager, or their designee ____ GUVERNMtNI (.AF'IrAL GOVERNMENT CAPITAL CORPORATION EXHIBIT A-2 GOVERNMENT CAPITAL CORPORATION LESSEE City of De,Pt� n N16 2355 Equipment Cost $838,328 00 Finenced Amount $832,614 75 Effective Rate 5 33000% Interest Rate 6 08000% PMT PMT DATIt TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE NO MO DAY Y PAYMENT PAID PAID after pmt on this line 1 11/01/01 2 11/01/q 3 11 /01103 4 11/01/04 Grand Totals $233,443 97 $23,905 29 $233,443 97 $37,883 03 $233,443 97 $25,992 92 $233,443 97 $13,379 89 $933,775 88 $101,161 13 $209,53-9 fib s195,560 94 $207,451 05 $220,064 08 $832,614 75 $638.715 64 $435,610 66 $212,858 20 $1 00 ACCEPTED BY LESS�E City Manager, or their designee UUVEKNMtN1 fANl IAL GOVERNMENT CAPITAL CORPORATION LESSEE City of EXHIBIT A-3 GOVERNMENT CAPITAL CORPORATION JNP 2302 Equipment Cost Financed Amount Effective Rate Interest Rate $379,407 00 $376,882 21 5 33000% 6 08000% PMT PMT nAT TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE NO MO DAY It PAYMENT PAID PAID after pmt on this line 1 11/01/011 $86,939 09 $10,818 98 $76 190 11 $310,080 44 2 11/01/0� $86,939 09 $18,282 69 $68,656 40 $237,870 17 3 11/01/0 $86,939 09 $14,108 38 $72,830 71 $1bG,229 91 4 11/01/04 $86,930 00 $9,680 27 $77,258 82 $89,gg6 74 5 11/01/0� $86,939 09 $4,982 92 $81,956 17 $1 00 Grand Totals $434,695 45 $57,873 24 $376,822 21 ACCEPTED BY LESS I E City Manager, or their designee