2012-217ORDINANCE NO. 2O 12-21 �
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTR.ACT WITH ALEXANDER
OPEN SYSTEMS (AOS),1NC. TO PROVIDE EMC AVAMAR DATA BACKUP SOLUTION
AND PROFESSIONAL SERVICES AS AWARDED BY THE STATE OF TEXAS
DEPARTMENT OF 1NFORMATION RESOURCES (DIR) THROUGH THE GO DIRECT
PROGRAM, CONTRACT NUMBER DIR-SDD-1418; PROVIDING FOR THE EXPENDITURE
OF FUNDS THEREFOR AND PROVIDING AN EFFECTIVE DATE. (FILE 5028-EMC
AVAMAR DATA BACKUP SOLUTION AWARDED TO ALEXANDER OPEN SYSTEMS
(AOS),1NC. AS A THREE YEAR LEASE PURCHASE AGREEMENT THROUGH DE LAGE
LANDEN PUBLIC FINANCE LLC TOTALING $267,197.52).
WHEREAS, pursuant to Resolution 92-019, the State Purchasing Building and Procurement
Commission has solicited, received and tabulated competitive bids for the purchase of necessary
materials, equipment, supplies or services in accordance with the procedures of state law on behalf of
the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended that
the herein described materials, equipment, supplies or services can be purchased by the City through
the Building and Procurement Commission programs at less cost than the City would expend if
bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "Purchase Orders" listed hereon, and on file in the
office of the Purchasing Agent, are hereby approved:
FILE
NUMER VENDOR AMOUNT
5028 Alexander Open Systems, Inc. $267,197.52
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the Building
and Procurement Commission for such items and agrees to purchase the materials, equipment,
supplies or services in accordance with the terms, conditions, specifications, standards, quantities
and for the specified sums contained in the bid documents and related documents filed with the
Building and Procurement Commission, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the Building and Procurement Commission, the City Manager or his
designated representative is hereby authorized to execute the written contract which shall be attached
hereto; provided that the written contract is in accordance with the terms, conditions, specifications
and standards contained in the Proposal submitted to the Building and Procurement Commission,
quantities and specified sums contained in the City's purchase orders, and related documents herein
approved and accepted.
SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of , 2012.
' � � /J�i��.1
,. . ; ..� ,� . �.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �-
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
,
BY: ' ` � e
a-oxD-Fn s
De Lage Landen Public Finance LLC Equipment Lease Purchase Agreement
1111 Old Eagle School Road DATED: August 17 , 20 12
Wayne, PA 19087
Full Legal Name Phone Number
City of Denton 940-349-8595
DBA Name (if any)
Bllling Address . CIty Slale Zip
601 E Hickory St Denton TX 76205
�uanlil Model Na. Serial Number �escd lion (Allach Separale Schedule If Necessar
— See Equipment Description attached as Exhibit B
Equipmenl Locallon (if nol same as above)
Zip
Vendar Name
EMC CORPORATION Henlal Paymenl Periods:
� Address — ❑ Monlhly Renlal Paymenls shall be made fn accordance with Seclion 4.01 and the
4246 COLLECTION CENTER DR ❑ �uarlerly ScheduleofRenlalPaymenlsallachedhereloasExhibilA.
Cily Stale Zip _ ❑ Semiannually
CHICAGO IL 60693 r�Annually
TERMS & CONDITIONS
THE TERMS AND CONDITIONS OFTHIS AGREEMENT SET FORTH ON THE FOLLOWING PAGES, INCLUDING ANY EXHIBITS ATTACHED HERETO, SHALL FDR ALL PURPOSES HAVE TNE SAME EFFECT
AS IF SET FDRTH HERE. IN WITNESS OF, Lessor antl Lessee have caused this Agreementto be executed in their name by their duly authorized representatives as of the date written above.
Lessor Lessee
DE LAGE LANDEN PUBLIC FINANCE LLC City of Denton
Signalure SignaWre
- �1�.�aQt,� ' � �r�-/
Tille Tille
Cl/1'1 � CJ,f /�_
Lease Number (Seaq
PUB 11400
(Terms antl Condltions continued on the reverse side of this Agreement.)
CERTIFICATE OF CLERN OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify that the officer of Lessee who execute ihe foregoing Agreement on behalf of Lessee and whose genuine signature appears thereon, Is the duly qualified and acting
officer of Lessee as stated beneaih his or her signature and has been authorized to execute the forego(ng Agreement on behalf af Lessee.
SIGNATUAE
TITLE
DAlE
As legal counsel of Lessee, I hava examined (a) the Agreement, which, among otherthings provides for the sale to and purchase 6ythe Lessee of the Equipment, (b) an executed counterpart of the
ordinance or resolution of Lessee which, among ofher ihings, authorizes Lessee to execute the Agreement and (c) such other opinions, docurnenis antl matters of law as I have deemed necessary
In connection with the following opinions. Based on the foregoing, I am of the following opinions: (1) Lessee Is a public body corporate and politic, duly organized and existing under the laws of
the State, and has a substantial amount of one or more of the following soverelgn powers: (a) the powerto tax, (b) the power of eminent domain, and (c) police power; (2) Lessee has the requisite
power and authority to purchase the Equlpment and to execute and deliver the Agreement and to pertorm iis obligations under the Agreement; (3) the Agreement antl the other documents eiiher
attached thereto or requlretl therein have been duly authorized, approved and executed by and on behalf of Lessee, and the Agreement is a valid and binding o6ligation of Lessee enforceable in accor-
dance with its terms, exceptto the extent limited by applicable bankruplcy, Insolvency, reorganization or other laws affecting creditor's rights generally; (4) the authorizatlon, approval and execution
of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance wlth all open meeting laws, public bidding laws and all
other applicable state and federal laws; and (5) there is no proceeding pending orthreatened in any court or before any governmental authoriry or arbitraiion board ortribunal that, if adversely deter-
mined, would adversely affect ihe transactions contemplated by the Agreement or the security interest of Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein
shall have the same meanings as In the Agreemer�. Lessor, its successars and assigns, and any counsel rendering an opinlon on the iax-exempt status of the interest components of Rental Payments
are entllletl to rely on this opinion.
Signalure
Name
Address
Page 1 of 4
Dale
Phone Number
Cily Slale Zip
ARTICLE I
Sectian 1.01. Deiinitions. The tollowing terms will have the meanings indicated below
unless the context clearly requires otherwise:
"AgreemenP' means this Equipment Lease Purchase Agreement and any other schedule,
exhibit or escrow agreement made a part hereof by the parties hereto, together with any amend-
ments to ihe AgreemeM.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commencement Date" is the date when the term of this Agreement and Lessee's obliga-
tion to pay rent commence, which date shall be the earlier of (i) the tlate an which the
Equipment is accepted by Lessee in the manner described in Section 5.01, or (ii) the date on
which sufficient moneys to purchase the Equipment are depositetl by Lessor for that purpose
with an escrow agent.
"EquipmenP' means the property descrihed on the front of this Agreement, and all replace-
ments, substitutions, repairs, restorations, motlifications, attachments, accessions, additions and
Improvements thereof or thereto.
"Event ol Default" means an Event of Default descrihed in Section 12.01.
"Issuance Year" is the calendar year in which the Commencement Date occurs.
"Lease Term" means the Original Term and all Renewal Terms, but ending on ihe occurrence
of the earliest event speciiied in Section 3.02.
"Lessee" means the entity described as such on the front of this Agreement, its suc-
cessors and Its assigns.
"Lessor" means the enf�ty descri6ed as such on ihe front of this Agreement, fts successors and
iis assigns.
"Maxlmum Lease Term" means the Original Term and all Renewal Terms through the Renewal
Term including the last Rental Payment date set forth on the Payment Schedule.
"Net Proceetls" means the amount remaining from the gross proceeds of any insurance claim
or contlemnation award after deducting all expenses (inclutling attorneys' fees) incurred in the col-
lection of such claim or award.
"Original Term" means the periad from ihe Commencement Date until the end ofthe fiscal year
of Lessee in effect atihe Commencement Date.
"Payment Schedule" means the schedule of Rental Paymenis and Purchase Price setforth on
Exhibit A.
"Purchase Price" means the amount set forth on the Payment Schedule as the Purchase
Price for the Equipment.
"Renewal Terms" means the opiional renewal terms ofthis Agreement, each having a dura-
tion of one year and a term co-extensive with Lessee's fiscal year.
"Rental Payment Period" means the period beginning on the day a Rental Payment is due
and ending the day before the next Rental Payment is due, The first Rental Payment Period shall
hegin on the Commencement Date in all cases. If Rental Payment Periods are monthly, subse-
quent Rental Payment Periotls shall begin on the same tlay of each month after the
Commencement Date. If Rental Payment Periads are quarterly, subsequent Rental Payment
Periods shall 6egin on the same day of each third month aflerthe Commencement Date. If Rental
Payment Periods are semiannual, subsequent Rental Payment Perlods shall begin on the same
day of each sixth month after the Commencement Date. If Rental Payment Periods are annual,
subsequent Rental Payment Periods shall begin on the anniversary of the Commencement Date
in each year. If the Commencement Date is the 29th, 30th, or 31st day of a month, any subse-
queM Rental Payment Period that would otherwise begin on the 29th, 30th or 31 st of a month ihat
does not include such a date shall begin on ihe last day of ihe month.
"Rental Payments" means the basic rental payments payable by Lessee pursuant to
Section 4.01.
"State" means the siate in which Lessee is located.
"Vendar" means the manufacturer of the Equipment as well as the agents or dealers of the
manufacturer from whom Lessor purchasetl or Is purchasing the Equipment, as listed on the front
of this Agreement.
ARTICLE II
Section 2.01. Representations and Covenants af Lessee. Lessee represents, warrants antl
covenants forthe benefit of Lessor as follows:
(a) Lessee is a municipal corporation and political su6division duly organized and existing
under the constitution and laws of the State. Lessee will do or cause to be done all things to pre-
serve and keep in full force antl ef6ect its existence as a body corporate and politic. Lessee is a
political subdivision of the State within the meaning of Section 103(a) of ihe Code or a consiitut-
ed auihoriiy authorized to issue obligations on behalf of a state or local gavernmental unit within
the meaning of the regulaiions promulgated pursuant to saltl Sectlon of the Code.
(b) Lessee is authorized underthe constitution and laws ofthe Stateto enter into this Agreement
and the transaction contemplated hereby and to perform all of its abligations hereunder.
(c) Lessee has been duly authorized to execute and tlellverthis AgreemeM by proper action and
approval of its governing body at a meeting duly called, regularly convened and attended ihrough-
out by a requisite majority of the members thereof or by other appropriate official approval.
(d) This Agreement constitutes the legal, valitl and bintling obligation of the Lessee enforce-
able in accordance with its terms, except to the extent limited by applicable bankrupicy, insolven-
cy, reorganization or other laws affecting creditors' rights generally.
(e) No event or condition ihat constitutes, or with the giving of notice or the lapse of time ar
both would constitute, an Event of Default exists at the Commencement Date.
(f) Lessee has, in accordance with the requirements of law, fully butlgetetl and appropriated
sufficient funds for the current fiscal year to make the Rental Payments scheduled to come due
during the Original Term and to meet its other obligations for the Original Term, and such funds
have not 6een expended for other purposes.
(g) Lessee will do or cause to be done all things necessary to preserve and keep in full farce
and effect its existence as a body corporate and politic.
(h) Lessee has complied wiih such public bidding requirements as may be applicable to this
Agreement and the acquisition by Lessee of the Equipment hereunder.
(i) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or
by any court, public boartl or body, pentling or threatenetl against or affecting the Lessee, nor to
the best knowledge of the Lessee is there any basis lherefor, whereln an unfavorable decision, rul-
ing or finding would materially adversely affect the transactions contemplated by this Agreement
or any other document, agreement or certificate which is used or contemplated for use in the con-
summation of the transactions contemplated by this Agreement or maierially adversely affect the
financial condition or properties of Lessee.
(j) All authorizatlons, consenis and approvals of governmental botlies or agencies required in
connection with the execution and delivery 6y the Lessee of this Agreement or in connection with
the carrying aut by the Lessee of its obligations hereunder have been obtained.
(k) The eniering into and pertormance of this Agreement or any other document or agreement
contemplated hereby to which the Lessee is or is to he a party will not violate any judgment, order,
law or regulation applicable to the Lessee or result in any breach of, or constitute a default under,
or result in the creation of any Ilen, charge, securiiy interest of other encumbran�e on any assets
of the Lessee or the Equipment pursuant to any indenture, mortgage, deed of trust, 6ank loan or
credit agreement or other instrument to which the Lessee is a party or by which it or its assets
may be bound, except as herein provided.
(I) The Equipment descri6ed in this Agreement is essential to the functlon of the Lessee orto
the service Lessee provides to its citizens. The Lessee has an immediate need for, and expects to
make immediate use of, substantially all the Equipment, which need is not temporary or expected
to diminish in the foreseeable future. The Equipment will be used by Lessee only for the purpose
of performing one or more of Lessee's governmental or proprietary functlons consisteM with the
permissible scope of Lessee's authority and will not be used in the trade or business of any other
entiry or person.
(m) Lessee will comply with all applicable provisions ofthe Code, inclutling wlihout limitation
Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department to main-
tain the exclusion of the interest components of Rental Payments from gross income for purpos-
es of federal income taxation.
(n) Lessee has never failed to appropriate or otherwise make available funds sufficieM to pay
rental or other payments coming due under any lease purchase, installment sale or other similar
agreement.
Section 2.02. Ceriifieation as lo Arbifrage, Lessee hereby represents as follows:
(a) The estimated total costs of the Equipment will not be less ihan the total principal portion
of the Rental Payments.
(b) The Equipment has been orderetl or Is expected to be ordered within six months of the
Commencement Date, and the Equipment is expected to be delivered and installed, and ihe Vendor
fully paid, within one year of the Commencement Date.
(cj Lessee has not created or established, and tloes not expectto create or establish, any sink-
ing funtl or other similar fund (i) that is reasonably expected to be used to pay the Rental
Payments, or (ii) that may be used solely to prevent a tlefault in the payment of the Rental
Payments.
(d) The Equlpment has not been and is not expected to be sold or otherwise disposed of by
Lessee, either in whole or in major part, prior to the last maturity ot the Rental Payments.
(e) To the best of our knowledge, informaiion and belief, the above expectatlons are reasonable
ARTICLE III
Section 3.01. Lease of Equlpment Lessor hereby demises, leases and lets the Equipment to
Lessee, antl Lessee renis, leases and hires the Equipment from Lessor, in accordance with the pro-
visions of this Agreement, forthe Lease Term. The Original Term ofthis Agreement shall commence
on the Cammencement Date and shall terminate on the last tlay of Lessee's current fiscal year. The
Lease Term may be continued at ihe end of the Original Term or any Renewal Term for an addition-
al Renewal Term up to ihe Mauimum Lease Term; provided, however, that at the end of ihe Original
Term and at ihe end of each Renewal Term untfl the Maximum Lease Term has been completed,
Lessee shall be deemed to have continued ihis Agreement for the next Renewal Term unless Lessee
shall have terminated this Agreement pursuant to Section 3.04 or Section 10.01. The terrns and con-
ditions during any Renewal Term shall be the same as the terms and conditlons during the Original
Term, except that the Rental Payments shall be as provided in the Payment Schedule.
Section 3.02. Termination of Lease Term. The Lease Term shall terminaie upon the earli-
est of any of the following events:
(a) the expiration of the Original Term or any Renewal Term and the nonrenewal of this
Agreement In the event of nonappropriation of funds pursuant to Section 3.04;
(b) the exercise by Lessee of the option to purchase the Equipment untler Article X and pay-
ment of the Purchase Price antl all amounts payable in connection therewiih;
(c) a default by Lessee and Lessor's eleotion to terminate this Agreement under Article XI I; or
(d) ihe payment by Lessee of all Rental Payments authorized or requlred to be paid by Lessee
hereunder during the Maximurn Lease Term.
Secilon 3.03. Continuatian of Lease Term. Lessee currently iniends, subject to Section
3.04, to continue the Lease Term through the Original Term and all of the Renewal Terms and to
pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds in an
amount sufficlent to make all Rentai Payments during the Original Term and each of ihe Renewal
Terms can be obtained. The responsi6le financial officer of Lessee shall tlo all things lawfully with-
in his or her power to obtain and maintain funds from which ihe Rental Payments may be made,
including maWng provision for such Rental Payments to the e�ent necessary in each proposed
annual budget submitted for approval in accortlance with applicable procedures of Lessee and to
exhaust all available reviews and appeals in the event such portion of the budget is not approved.
Notwithstanding the foregoing, the deefsion whether or not to budget or appropriate funds or to
e�end this Agreement for any Renewal Term is solely within the tliscretion of the then current gov-
erning bady of Lessee.
Seciton 3.U4. Nonapprapriation. Lessee is obligated onlyto pay such Renial Payments
under this Agreement as may lawfully 6e made from funds budgeted and appropriated for that
purpose tluring Lessee's then current fiscal year. In the event sufficient funds shall not he appro-
priated or are not otherwise legally avallableto pay the Rental Payments required to be paid fn the
ne� occurring Renewal Term, as set forth in the Payment Schedule, this Agreement shall be
tleemetl to be terminated at the end of the then current Original Term or Renewal Term. Lessee
agrees to tlellver written notice to Lessor of suoh termination at least 90 days prior to the end of
the then current Original Term or Renewal Term, hut failure to give such notice shall not extend
the Lease Term beyond such Original Term or Renewal Term. If this Agreement is terminated in
accortlance with this Section, Lessee agrees, at Lessee's cost and expense, to peaceably deliver
the Equipment to Lessor at the locatian or locations specified by Lessor.
Page 2 of 4
ARTICLE IU
Section 4.01. Renlal Payments. Lessee shall pay Rental Payments , exclusively from legal-
ly available funds, in lawful money of the United States of America io Lessor on the dates and In
the amounts set forth on the Payment Schedule. Any Rental Payment not received on or before
its due date shall bear Ir�erest at the rate of 18% per annum or the maximum amount permittetl
by law, whichever is less, from its due date. As set forth on the Payment Schedule, a portion of
each Rental Payment is paid as, and represents payment of, iMerest.
Section 4.02. Renlal Payments io Canstitute a Current Expense of Lessee. The obligation
of Lessee to pay Rental Paymenis hereunder shall constitute a curreM expense of Lessee, and do
not constitute a mandatory payment obligation of Lessee In any fiscal year beyond the then cur-
rent fiscal year of Lessee. Lessee's obligation hereunder shall not in any way be construed to be
a debt of Lessee in contravention of any applicahle constitutional or statutory limitation or require-
ment concerning the creation of indebtetlness by Lessee, nor shall anything contained herein con-
stitute a pledge of the general credit, tax revenues, funds or moneys of Lessee.
Seetion 4.03. Rental Paymenls To Be lJnconditional. EXCEPT AS PROUIOED IN SECTION
3.04,,THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS ANU TO PERFORM AND
OBSERIIE THE OTHER COVENANTS AND AGREEMENTS CONTAINE� HEREIN SHALL BE
ABSOLl1TEAND UNCONDITIONAL IN ALL EVENTS WIiHOl1TA9ATEMENT, OIMINUTION, UEOUC-
TION, SEf-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAIL-
URE OF THE EQUIPMENT TO BE OELIVERED OR INSTALLED, ANY DEFECTS, MALFUNCTIONS,
BREANOOWNS OR INFIRMITIES IN THE EQIIIPMENT OR ANY ACCIUENT, CONDEMNATION OR
UNFORESEEN CIRCUMSTANCES.
ARTICLE V
Seetion 5.01. �elivery, Installation and Aceeptance of ihe Equipment. Lessee shall order the
Equipment, cause the Equipment to 6e delivered and installed at the location specified on the front of
this Agreement and pay any antl all delivery and installation costs in connection therewith. When the
Equlpment has been delivered and installed, Lessee shall immediately accept the Equipment and evi-
dence said ascepiance by execuling and delivering to Lessor an acceptance ce�ificate acceptable to
Lessor. After it has been installed, the Equipment will not be moved from the location specifietl on the
from of this Agreement without Lessors consent, which consent shall not 6e unreasonably withheld.
Seetion 5.02. Enjoymeni of Equipment. Lessee shall peaceably and quietly have and hold
and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor,
except as otherwise expressly set forth In this Agreement.
Seetion 5.03. Right af Inspeetion. Lessor shall have the right at all reasona6le times dur-
ing regular business hours to enter into and upon the property of Lessee for the purpose of
inspecting the Equipment.
Seetian 5.04. Use and Maintenanee o( the Equipment. Lessee will not Install, use, operate
or mainiain the Equipment improperly, carelessly, in violation of any applicable law or in a man-
ner contrary to that contemplated 6y this Agreement. Lessee shall obtaln all permits and licens-
es, if any, necessary for the installation and operation of the Equipment. In addition, Lessee shall
comply in all respects with all applicable laws, regulations and rulings of any legislative, executive,
administrative orjudicial body; provided that Lessee may contest In good falth the validiiy or appli-
cation of any such law, regulatlon or ruling In any reasonable manner that does not, in the opin-
ion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest ar rights
underthis Agreement. Lessee agrees ihat it will, at Lessee's own cost antl expense, maintain, pre-
serve antl keep the Equipment in gootl repalr, working order and condition. If requested to do so
by Lessor, Lessee will enter into a maintenance contract forthe Equipment with Vendor. LESSOR
SHALL HAVE NO RESPONSIBILITY TO SERVICE, MAINTAIN, REPAIR OR MAKE IMPROVE-
MENTS OR ADDITIONS TO THE EQUIPMENT. LESSEE SHALL MAKE ALL CLAIMS FOR SERVICE
aR MAINTENANCE SOLELY TO THE VENDOR AND SUCH CLAIMS WILL NOT AFFECT LESSEE'S
OBLIGATION TO MAKE ALL REQUIRE� RENTAL PAYMENTS.
ARTICLE VI
Section 6.01. Title to the Equipmeni. During the Lease Term, title to ihe Equipment shall
vest in Lessee, subJectto the rigMs of Lessor underthis Agreemeni; provided that title shall there-
after immediately and without any action by Lessee vest in Lessor, antl Lessee shall immediaiely
surrender possession of the Equipment to Lessor upon (a) any termination of this Agreement
other than termination pursuant to Section 10.01, or (b) the occurrence of an Event of Default. It
is the intent of the parties hereto ihat any transfer of title to Lessor pursuant to this Section shall
occur automatically w(thout the necessity of any bill of sale, certificate of tlile or other instrument
of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as Lessor
may request to evidense such transfer. Lessee irrevocably designates, makes, constitutes and
appoints Lessor antl its assignee as Lessee's true and lawful attorney (antl agent in-fact) with
power, at such time of termination ortimes thereafter as Lessor in its sole and absolute discretion
may determine, in Lessee's or Lessor's or such assignee's name, to endorse the name of Lessee
upon any 6ill of sale, document, instrument, invoice, freight bill, bill of lading or similar document
relating to the Equlpment in order to vesttitle in Lessor and transfer possession to Lessor.
Section 6.02. Securily Interest. To securethe paymentof all of Lessee's obligalions untlerthis
Agreement, Lessor retains a securiry interest constituting a first lien on the Equipment and proceeds
therefrom. Lessee agrees to execute such additional documents, in form satisfaciory to Lessor, that
Lessor deems necessary or appropriate to establish and mair�ain its securiiy interest. Lessee agrees
that financing statements may be filed with respect to the security Interest In the EquipmeM.
Section 6.03. Personal Properly. Lessor and Lessee agree that the Equipment is and will
remain personal property. The Equipment will not be deemed to be affixed to or a part of the real
estate on which it may be sftuated, notwithstantling that the Equlpment or any part ihereof may be
or hereafter become in any manner physically affixed or attaohed to such real estate ar any building
thereon. Upon the request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any Inter-
est in the Equipment from any party having an interest in any such real estate or building.
AHTICLE VII
Section 7.01. Liens, Taxes, Other Governmenial Charges and Utility Charges. Lessee
shall keep the Equipment free and clear of all liens, charges antl encumbrances, except those cre-
ated underthis Agreement. The parties to ihis Agreement contemplate that lhe Equlpment will be
used for a governmental or proprietary purpose of Lessee and, therefore, that the Equipment will
be exempt from all taxes antl other simllar charges. if the use, possession or asquisition of the
Equipment is found to be subject to taxation in any form, Lessee will pay all taxes and govern-
mental charges lawfully assessed or levied against orwith respectto the Equipment. Lessee shall
pay all utility and other charges incurred In the use and maintenance of the Equipment. Lessee
shall pay such taxes and charges as ihe same become due; provided that, wiih respect to any such
taxes and charges that may lawfully be paid in installments over a period ofyears, Lessee shall be
obligated to pay only such installments that accrue during the Lease Term,
Sectian 7.02. Insurance. At its own expense, Lessee shall maintain (a) casualty insurance
insuring the Equipment against loss or damage by fire antl all other risks covered bythe stantlard
extendetl coverage endorsement then in use in the State and any other risks reasonably required
by Lessor in an amount at least equal to the then applicable Purchase Price of ihe Equipment, (b)
liability insurance that protects Lessor from liabiliiy in all events in form and amount satisfactory
to Lessor, and (c) workers' compensation coverage as required bythe laws of the State; provlded
that, with Lessor's prior written consent, Lessee may self-insure against the risks described in
clauses (a) and (b). All insurance proceeds from casualty losses shall be payable as herelnafter
provided. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the
Lease Term. All such casualry and liability insurance shall 6e with insurers that are accepiable to
Lessor, shall name Lessor as a loss payee and an additional insured, respectively, and shall con-
tain a provision to the effectthat such Insurance shall not be cancelled or madified materially with-
out first giving written notice thereof to Lessor at least ten days in advance of such cancellation or
modification. All such casualty insurance shall contain a provision making any losses payable to
Lessee antl Lessor, as their respective interests may appear.
Section 7.03. Advances. In the event Lessee shall fail to either maintain the insurance
required by ihis Agreement, pay the taxes or charges required to be paitl by it untler ihis
Agreement or keep the Equipment in gootl repalr and working order, Lessor may, but shall be
under no obligaiion to, purchase the required policies of insurance and pay the cost of the premi-
ums thereof, pay such taxes and charges and mainiain and repairihe Equipment and pay the cost
thereof. All amounts so advanced by Lessor shall become additional rent for the then current
Original Term or Renewal Term. Lessee agrees to pay such amounts with interest thereon from
the date paid at the rate ot 12°/ per annum or ihe maximum permitted by law, whichever is less.
Seclion7.04. Financiallniormation. LesseewillannuallyprovldeLessorwithcurrentfinan-
cial statements, budgets, proofs of appropriation forthe ensuing fiscal year and such other finan-
cial information relating to the ability of Lessee to continue this Agreement as may be requested
by Lessor.
Section 7.05. Release and Intlemnlfication. To the extent permitted by law, Lessee shall
intlemnify, protect and hold harmless Lessorfrom and against any and all liability, ohligations, loss-
es, claims and damages whatsoever, regardless of cause thereof, and expenses in connection there-
with (including, without limitation, counsel fees and expenses and any fetleral income tax and inter-
est and penaflies connected therewRh imposed on iMerest received) arising out of or as the result
of (a) ihe entering Into this Agreement, (b) the ownership of any item ofthe Equipment, (c) the man-
ufacturing, ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or
return of any Item of the Equlpmer�, (d) any accident in connection with the operation, use, condi-
tion, possessian, storage or return of any item of the Equipment resulting in damage to property or
injury or deaih io any person or (e) the breach of any covenarrt herein or any material misrepresen-
tation containetl herein. The intlemnification arising underthis paragraph shall oontinue in full force
and effect notwithstanding the tull payment of all obligations under this Agreement or the termina-
tion of the Lease Term for any reason.
ARTICLE VIII
Sectian 8.01. Risk of Lass. Lessee assumes, irom and including the Commencement Date,
all risk of loss of or damage to the Equipment from any cause whatsoever. No such I�ss of or dam-
age to ihe Equipment nor defect iherein nor unfitness or obsolescence thereof shall relieve Lessee
of the obligation to make Rental Payments or to perform any other obligation under this Agreement.
Secllon 8.02. Uamage, Destruction and Condemnation. If (a) the Equipment or any por-
tion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to,
or the temporary use of, the Equipment or any part thereof or the interest of Lessee or Lessor in
the Equlpment or any part thereof shall be taken under the exercise of the power of eminent
domain by any governmental body or by any person, firm or corporation acting untler govern-
mental authority, Lessee and Lessor will cause ihe Net Proceetls of any insurance claim or con-
demnation award to be applied to the prompt replacement, repair, restoration, modification or
improvement of the Equipment, unless Lessee shall have exercised its option to purchase the
Equipment pursuantto Seciion 10.01. Any balance ofthe Net Proceeds remaining after such work
has been completed shall be pald to Lessee.
Section 8.03. Insufficieney af Net Proceeds. If the Net Proceeds are insufficlent to pay fn
full the cost of any repair, restoration, modification or improvement referred to in Section 8.01,
Lessee shall either (a) complete such replacement, repair, restoration, modification or improve-
ment and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) purchase
Lessors interest in the Equipment pursuantto Section 10.01. The amount of the Net Proceeds, if
any, remaining aftercompleting such repair, restoration, modification or improvement orafter pur-
chasing the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant
io this Section, Lessee shall not be entitled to any relmbursement therefor from Lessor nor shall
Lessee be entitled to any diminution of the amounts payable under Article IV.
ARTICLE IX
Saetion 9.01. Oisclaimer ol Warranties. LESSOR MAKES NO WARRANTY OR REPRE-
SENTATION, EXPRESS DR IMPLIED, AS TO THE UALUE, DESIGN, CON�ITION, MER-
CHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPDSE OF THE EQUIPMENT OR
AGAINST INFRINGEMENT, OR ANY OTHER WARRANTY OR REPRESENTATION WITH RESPECT
THERETO. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, INCIDENTAL, INDI-
RECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OtIT OF
THIS AGREEMENT OR THE EXISTENCE, FURNISHING, Fl1NCTI0NING OR LESSEE'S USE OR
MAINTENANCE OF ANY EQUIPMENT OR SERUICES PROUIDEO FOR IN THIS AGREEMENT.
Section 9.02. Uendor's Warranties. Lessee may have rights underthe contractevitlencing
the purchase of the Equipment; Lessee is advised to contact the Vendor for a description of any
Paqe 3 of 4
sush rights. Lessor hereby assigns to Lessee during the Lease Term all warranties running from
Ventlor to Lessoc Lessor herehy irrevocably appoints Lessee its agent and attorney-in-fact dur-
ing the Lease Term, so long as Lessee shall not be in default hereunder, to assert from time to time
whatever clalms and rights (including without limitation warraniies) related to the Equipment that
Lessor may have against the Vendor. Lessee's sole remedy for the breach of any such warranty,
indemnification or representation shall be against the Vendor, and not against Lessor. Any such
matter shall not have any effect whatsoever on the rights and obligations of Lessor with respect
to this Agreement, including the right to receive full and iimely payments hereunder. Lessee
expressly acknowletlges ihat Lessor makes, and has matle, no representations or warranties
whatsoever as to the existence or availability of such warranties by any Vendor.
ARTICLE X
Section 10.07. Purchase Optian. Lessee shall have the option to purchase Lessor's interest in
all (but not less ihan all) of the Equipment, upon giuing written notice to Lessor at least 60 (but not
more than 180) days before the date of purchase, atihe following times and upon the following terms:
(a) On any Rental Payment Date, upon payment in full of ihe Rental Payments and all other
amounts then due hereunder plus the then applicable Purchase Price to Lessor; or
(b) In the event of substantial damage to or destruction or condemnation of substantially all
of the Equipment, on the day Lessee specifies as the purchase date in Lessee's notice to Lessor
of its exercise of the purchase option, upon payment in full of the Rental Payments and all other
amouMs then due hereunder plus (i) the Purchase Price designated on the Payment Schedule for
such purchase date if such purchase date is a Rental Payment Date orthe Purchase Price forthe
immediately preceding Rental Payment Date if such purchase tlate is not a Rental Payment Date,
and (ii) if such day is not a Rental Payment Date, an amount equal to ihe portion of the interest
component of the Rental Payment scheduled to come due on the following Rental Payment Date
accrued from the immediately preceding Rental Payment Date to such purchase date, computed
on the basis of a 360-day year of twelve 30-day months.
Upon the exercise of the option to purchase set forth a6ove, title to the Equipment shall be
vestetl in Lessee, free and clear of any claim by or ihrough Lessor.
Section 10.02, Determinailan of Fair Purchase Priee. Lessee and Lessor hereby agree and
determine that ihe Rental Payments hereunder during the Original Term and each Renewal Term
represent ihe fair value of the use of the Equipment and that the amount requlretl to exercise
Lessee's option to purchase the Equipment pursuant to Section 10.01 represents, as of the end of
the Original Term or any Renewal Term, the fair purchase price of the Equipment. Lessee hereby
determines that the Rental Payments do not exceed a reasonable amount so as to place Lessee
untler a practical economic compulslon to renew this Agreement or to exercise its option to pur-
chase the Equipment hereunder. In making such determinations, Lessee and Lessar have given
consideration to (a) the costs of the Equipment, (h) the uses and purposes for which the
Equipment will be employed by Lessee, (c) the benefitto Lessee by reason of the acquisition and
installation of the Equlpment and the use of the Equipment pursuant to the terms and provisions
of this Agreement, and (d) Lessee's option to purchase the Equipment.
ARTICLE XI
Section 11.01. Assignment hy Lessor. Lessor's inierest in, to antl untlerthis Agreement and
the Equipment may, without notice to or the consent of Lessee, be assigned and reassigned in
whole or in part to one or more assignees by Lessor. Lessee hereby appoints Municipal Registrar
Services (the "Registrar") as its agent forthe purpose of maintaining a written recortl of each such
assignment in form necessary to comply with Section 149(a) of the Code. No such assignment
shall be binding on Lessee until the Registrar has received written notice from Lessor of the name
and address ofthe assignee. Lessee agrees to execute all documents, including chattel mortgages
or financing statements that may be reasonably requested by Lessor or any assignee to protect
its interest in the Equipment and in this Agreement. Lessee shall not have the right to and shall
not assert against any assignee any claim, counterclaim, defense, set-off or other right Lessee may
from time to time have against Lessor.
Sectian 11.02. Asslgnment and Suhleasing by Lessee. None of Lessee's right, title and
interest in, to and under this Agreement and in ihe Equipment may be assignetl or encumbered by
Lessee for any reason, exceptthat Lessee may sublease all or part of the Equipment if Lessee obtains
the prlor written consent of Lessor and an opinion of nationally recognized counsel in the area of tax
exempt municipal obligations satisfactoryto Lessorihat such subleasing will not adversely affect the
exclusion of the interest components of the Rental Payments from gross income for federal income
tax purposes. Any such sublease of all or part of the Equipment shall be subject to this Agreement
and the rights of the Lessar in, to and under this Agreement and the Equipment.
ARTICLE XII
Section 12.01. Events ot Uefauit Detined. SubJect to the provislons of Section 3.04, any of
the following shall be "Events of DefaulY' under this Agreement:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid here-
under at the time specified herein;
(b) Failure by Lesseeto observe and perform any covenant, condilion or agreement on its part
to be observed or performed, other than as referred to in Section 12.01(a), for a period of 30 days
after written notice, specifying such tailure antl requesting that it be remedied, is given to Lessee
by Lessor, unless Lessor shall agree in writing to an exlension of such time prior to its expiration;
provided, however, if ihe failure stated in the notice cannot be corrected within the applicable peri-
od, Lessor will not unreasonably withhold its consent to an extension of such time if corrective
action is instituted by Lessee within the applicable period and diligently pursued until the default
is corrected;
(cj Any statement, represeniation or warranty made by Lessee in or pursuant to this
Agreement or its execution, delivery or performance shall prove to have been false, incorrect, mis-
leading or breached in any maierial respect on the date when made;
(d) Any provision of this Agreement shall at any time for any reason cease to be valid and
binding on Lessee, or shall be declared to be null and void, orthe validity or enforceability there-
of shall be contested by Lessee or any governmental agency or authority if the loss of such pro-
vision would materially adversely affect the rights or security of Lessor, or Lessee shall deny ihat
ft has any further liability or obligatlon under this Agreement;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or
liquidator of Lessee, or of all or a substaniial part of the assets of Lessee, (ii) be unable, fail or
admit in writing its inability generally ta pay its debts as they become due, (III) make a general
assignment for the benefit of creditors, (iv) have an order for relief entered against it under appli-
cable federal bankruptcy law, or (v) file a voluntary petiiion in bankruptcy ora petition oran answer
seeking reorganization or an arrangementwith creditors ortaking advantage of any insolvency law
or any answer admitting the materlal allegations of a petition filetl against Lessee in any bank-
ruptcy, reorganization or insolvency proceeding; or
(f) An order, judgment or decree shall be entered by any court of competent jurisdiction,
approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or
a substantial part of the assets of Lessee, in each case wiihout its application, approval or con-
sent, and such order, judgment or decree shall continue unstayed and in effect for any period of
30 consecutive days.
Seetion 12.02. Remedies an Default. Whenever any Event of Default exists, Lessor shall
have the right, at its sole option without any further demand or notice, to take one or any combl-
nation of the following remedial steps:
(a) By written notice to Lessee, Lessor may declare all Rental Payments and other amounts
payable by Lessee hereunderto the end ofthethen current Origfnal Term or Renewal Term to be due;
(b) With or without terminating this Agreemerrt, Lessor may enter the premises where the
Equipment is located and retake possession of ihe Equipment or require Lessee at Lessee's
expense to promptly return any orall of ihe Equipmentto the possession of Lessor ata place spec-
ifietl by Lessor, and sell or lease the Equlpment or, for the account of Lessee, sublease the
Equlpment, holding Lessee liable for the difference 6etween (i) the Rental Payments and other
amounts payable by Lessee hereuntler plus the then applica6le Purchase Price, and (li) the net
proceeds of any such sale, lease or sublease (after deducting all expenses of Lessor in exercising
its remedies underthis Agreement, including without limitation, all expenses of taking possession,
storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers' and
attorneys' fees); provided that the amount of Lessee's liability under this subparagraph (b) shall
not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining
Rental Payments and other amounts payable by Lessee hereunderto the end of the then current
fiscal year af Lessee; and
c) Lessor may take whatever other action at law or in equiry may appear necessary or desir-
able to enforce its rights as the owner of the Equipment.
In addition, Lessee will remain liable for all covenants and indemnities under this Agreement
and for all legal fees antl other costs and expenses, including court costs, incurred by Lessor with
respect to the enforcemeM of any of the remedies listed above or any other remedy available to
Lessor. Lessor may charge interest on all amounts due to it at the rate of 18% per annum or the
maximum amount permitted by law, whichever is less.
Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reservetl to
Lessor is intended to be exclusive and every such remedy shall be cumulative antl shall be In addi-
tion to every other remedy given under ihis Agreement or now or hereafter existing at law or in
equity. No delay or omission to exeroise any right ar power accruing upon any default shall impair
any such right or power or shall be construed to be a waiverthereof, but any such right and power
may be exercised from time to time and as often as may be deemed expedient, in arder to enti-
ile Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any
notice, other than such notice as may 6e required in this Article.
ARTICLE XIII
Section 13.01. Notiees. All notices, certiiicates or other communications hereunder shall
6e sufficiently given and shall 6e deemed given when delivered or mailed by registered mail,
postage prepaid, to the parties at the adtlresses on the front of this Agreement (or at such other
adtlress as eRher party hereto shall designate in writing to the other for noiices to such party), to
any assignee at its address as it appears on the registration books malntained by Lessee.
Seclion 13.02. Binding Eitect. This Agreement shall inureto the benefit of and shall be 6ind-
Ing upon Lessor and Lessee and their respective successors and assigns.
Section 13.03. Severahility. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or rentler unenforceable any other provision hereof.
Section 13.04. Entire Agreement. This Agreement constitutes the entire agreemerrt
between Lessorand Lessee.
Section13.05. Amendments. ThisAgreementmay6eamendedinwritingbyLessorandLessee.
Section 13.06. Execuiion in Counterparts. This Agreement may be simultaneously execut-
ed in several counterparts, each of which shall be an original and all of which shall constitute 6ut
one and the same Instrument.
Section 13.07. lJsury. The parties hereto agree that the charges in this Agreement shall not
be a violation of usury or other law. Any such excess charge shall be applied in such order as to
conform ihis Agreement to such applicable law.
Seetion 13.06. Jury Trial Waiver. TO THE EXTENT PERMIITEU BY LAW, LESSEE AGREES
TO WAIVE ITS RIGHT TD A TRIAL BY JURY.
Sectlon 13.09. Facsimile �ocumentation. Lessee agrees that a facsimile copy of this
Agreement with facsimile signatures may be treatetl as an original antl will be atlmissible as evi-
tlence of this Agreement.
Secllon 13.10. Captions. The captions or headings in this Agreement are for convenience
only and in no way define, limit or describe the scope or inte�rt of any provisions or sections of
this Agreement.
Sectlon 13.11. Applicable Law. This Agreement shall be governed by and construed in
accordance with ihe laws of the State.
Page 4 ot 4
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AMENDMENT TO EQUIPMENT LEASE PURCHASE AGREEMENT
This Amendment tb that certain Equipment Lease Purchase Agreement (together with all Exhibits and this Amendment, the "AgreemenY') dated
as of August 20, 2012, between De Lage Landen Public Finance LLC (together with its successors and assigns, "Lessor"), and City of Denton
(together with its successors and assigns, "Lessee"), is incorporated in and is hereby made a part of the Agreement.
Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such
terms in the Agreement and that the following changes and additions are hereby made to the Agreement:
1. The Opinion of Counsel is deleted in its entirety from the Equipment Lease Purchase Agreement.
2. Section 2.01(n) of the Agreement REPRESENTATIONS AND COVENANTS OF LESSEE: is amended to add "In the last five (5) years" to
the beginning of the first sentence.
3. Section 3.04 of the Agreement NONAPPROPRIATION: is amended to change "90 days" to "30 days" in sentence three.
4. Sections 7.02 INSURANCE and 7.05 RELEASE AND INDEMNIFICATION of the Agreement: are deleted in their entirety and replaced
with "7.05 LESSEE'S NEGLIGENCE: Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the
Equipment. To the extent permitted by law, Lessee assumes all risks and liabilities, whether or not covered by insurance, for damage to any
property, whether such property damage be to lessee's property or the property of others, which is proximately caused by the negligent conduct
of Lessee, its officers, employees and agents.
5. Section 12.02(b) of the Agreement: is amended to delete from the first sentence "enter the premises where the Equipment is located and
retake possession of the Equipment or"
6. Section 13.08 of the Agreement JURY TRIAL WAIVER: is deleted in its entirety.
Except as specifically set forth in this Amendment, all terms and conditions contained in the Agreement remain in full force and effect and are
hereby ratified and confirmed.
LESSOR: De Laqe Landen Public Finance LLC
BY: ���Lt�
AUTHORIZED SIG ATURE
Susan Vekony
BY: Manag�[, Contract Administration
PRINTED NAMEAND TITLE
ADDRESS: 1111 Old Eaqle School Road
LESSEE: Citv of Denton
BY: X / �''—
HORiZED GNATURE
aY: �E7�2CaC c_._� . �y9M ��3 �L_L. �i T �/ l��f��l /1�Cr��
PRINTEDNAMEANDTITLE '
ADDRESS: 601 E Hickorv St
Wayne, PA 19087 Denton, TX 76205
DATE: `� I ZZ� I L DATE:� I/ 2.
APPI�OVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON TEXAS
,
� /� �
EXHIBIT A TO
EQUIPMENT LEASE PURCHASE AGREEMENT
LEASE PAYMENT SCHEDULE
LESSOR: De Lage Landen Public Finance LLC
LESSEE: City of Denton
LEASE NUMBER: PUB 11400
LEASE COMMENCEMENT DATE: August 17, 2012
Date
Loan 08/17/2012
1 08/17/2012
2 09/17/2012
3 10/17/2012
Grand
Totals
'ayment Interest
0.00 0.00
89,065.84 0.00
89,065.84 0.00
89,065.84 0.00
Purchase
Principal Balance Price
0.00 267,197.52 0.00
89,065.84 178,131.68 181, 694.31
89,065.84 89,065.84 90,847.16
89,065.84 0.00 0.00
267,197.52 0.00 267,197.52
LESSEE ACKNOWLEDGES THAT THE AMOUNT FINANCED BY LESSOR IS $259,762.68* AND THAT SUCH AMOUNT IS TI-IE ISSUE PRICE
FOR FEDERAL INCOME TAX PURPOSES. THE DIFFERENCE BETWEEN 'I'f� PRINCIPAL AMOUNT (EQUIPMENT COST) IN THIS
SCHEDiJLE AND TI� ISSUE PRICE IS ORIGINAL ISSLTE DISCOiJNT ("OID"), AS DEFINED IN'IT3E INTERNAL REVENLTE CODE. TI3E I'IELD
FOR THIS SCHEDULE FOR FEDERAL INCOME TAX PURPOSES IS 2.890%*. SUCH ISSUE PRICE AND I'IELD WILL BE STATED IN THE
APPLICABLE IltS FORM 8038-G.
THE PROMOTIONAL AMORTIZATION TABLE (INCLUDING THE EQUIPMENT COST, THE PROMOTIONAL INTEREST RATE OF 0%, THE PAYMENT
DATES AND THE PAYMENT AMOUNTS) SHALL REMAIN THE SAME AS DETAILED ABOVE. THE TWO FIGURES NOTED WITH AN * ABOVE
(AMOUNT FINAIVCED BY LESSOR AND THE YIELD FOR FEDERAL INCOME TAX PURPOSES) MAY IVEED TO BE REVISED PRIOR TO CLOSING.
IF SUCH REVISIONS ARE DEEMED NECESSARY 8Y LESSOR, LESSEE AND LESSOR AGREE THAT A REVFSED VERSIOlV OF THIS EXNIBIT A
REFLECTING THESE CHANGES WILL 8E EXECUTED PRIOR TO CLOSING.
APPROVED:
City of Denton
SIGNATURE: ���"
SIGNED BY: �EO�GE C�. L"f//�7�',QEL.L—
EXHIBIT B
Quantity
EQUIPMENT LEQSE PURCHASE AGREEMENT
EQUIPMENI' DESCRIPTION
Description/Serial No./Model No. Location
See Alexander Open Systems, Inc. Quotation No: TQ001598 dated
7/19/2012
w Legal Name of Les i of D w Name of Lessor DE LAGE LANDE PUBLIC FINANCE LLC
x �
� Signalure 7...���9 �� z Lessor Signalure Dale ZL
uy,, Pdnt Name l--/ ��JE' C_ ,�fl�'I/��J �L L � �
�? o
Print Name
y � /�J y rne �����er, 6�nt«r,�min �i o
w Title �1� /'�'������ w �
J � Lease Number PUB 11400 a
(LFASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) Q
r
Page � ol � OO 2010 All Aights Heserved. Prinled in ihe U.S.A. 10PFDOC170v111/10
Alexander Open Systems, Inc.
Addison
15851 North Dallas Parkway
#10Q0
Addison, TX 750D1
Phone: 972-763-8900
Fax: 972-763-8910
Kansas Citv
12851 Foste� St
Overland Park, KS 66213
Phane: 973-307-2300
Fax: 913-307-2380
Please vfsit www.aos5.com for a complete listing of all service areas
QUOTE T0: SHIP TO:
CITY OF DENTON � CITY OF DENTON
601 E HICKORY 601 E HICKORY
SUITE A SUITE A
DENTON,TX 76205-4304 DENTON,TX 78205-4304
Phane: (940) 349-8585
Fax:
QUOTATION
Thank you for the opportunity to be of service. -
QUANTITY DESCRIPTION I
AVAMAR
1.00 EMCAvamar
1 EMCAvamar Gen4 Rack
1 EMC 40U Rack-BO Power Cord US
2 EMC 6 Node Long Cable Bundle for External Routing
2 EMC 19 Node 40U Rack Internal Cat 6 Cabie Bundle
1 EMC Avamar Gen4 Internal Comm Rall Kit
2 Avamar Gen4 Internal Comm Module
16 EMC Avamar 1 TB Increment Capaciiy Lfcense
16 EMC Data ProtectionAdvisorforAvamar 1TB Capacity
1 EMCAvamar Desktop-Laptop 1T6 Incr Capacity License
1 Avamar Extended Retenflon
1 EMCAvamar Gen4 LargeACC Node (Fld Inst)
4 EMC Avamar Gen4 7.8T8 Stg Node (Mfg Inst)
1 Avamar Gen4 Ut(Ilry Node (Mfg Inst)
1 Avamar Gen4 Media Access Node (Fld Inst)
52 EMC Disk Retention Uplift 2 Yr-Avamar
EMC SERVICES
1.00 EMC Professional Services
1 EMC Data Store Multi-Node Base IMP
1 EMC DPA Basic Quickstart Service
1 Avamar Basic NDMP Quickstart
1 EMC Avamar DS Install for Multi Node
1 EMC BRS Sal Architect 4 Hours QS
1 EMC Program Managementfor BRS Qulckstart
1 EMC IMP FOR AVAMAR EXT RETENTION
1 EMC INSTALL FOR AVAMAR EXT RETENTION
MAINTENANCE
1.00
TRAINING
1.00
EMC Hardware & Software Support
1 EMC Enhanced Software Support - 36 Months
1 EMC Premium Hardware Support - Warr Upg (ANDL) - 24 Months
EMC Training
1 EMCAvamarAdministrationTrainingValuePak
1 AvamarAdministration Video UaluePak
�
QUOTATION
Quote No.: T4001598
Customer ID: DENTO-001
Date:: 7/19/2012
Sales Rep: TERESAP
Designer. KEVINCL
TEXAS RIDER TO EQUIPMENT LEASE PURCHASE AGREEMENT
This Rider to that certain Equipment Lease Purchase Agreement (together with all Exhibits and this Ritler, the "AgreemenY') dated as
of August 17 , 20 12 , between �E LAGE LANDEN PUBLIC FINANCE LLC (together with its successors and assigns, "Lessor"),
and City of Denton (together with its successors and assigns, "Lessee"), is incorporated in and is hereby made a part of
the Agreement.
Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such terms in the Agreement and that the
following changes and additions are herehy made to the Agreement:
1. The definition of Lease Term in the Agreement is hereby amended by tleleting the existing definition and inserting the foliowing definition in lieu thereof:
"Lease Term" means, the Original Term and all Renewal Terms, but ending on the occurrence of the earliest event specified in Section 3.02, provided that no Lease Term
shall exceetl 25 years.
2. Section 3.03 of the Lease is deleted and the following Seclion 3.03 is inserted in lieu thereof:
Section 3.03. Continuation of Lease Term. The tlecision whether or not to budget or appropriate funds or to extend this Agreement for any Renewal Term is solely within
the discretion of the then-current governing hody of Lessee.
3. Section 11.01 of the Lease is deleted and the following Section 11.01 is inserted in lieu thereof:
3ection 11.01. pssignment by Lessor. Lessor's interest in, to and under this Agreement and the Equipment may, without notice to or the consent of Lessee, be assigned
and reassigned in whole (but not in part) by Lessor. Lessee hereby appoints Municipal Registrar Services (the "Registrar") as its agent for the purpose of maintaining a writ-
ten record of each such assignment in form necessary to comply with Section 149(a) of the Code. No such assignment shall be binding on Lessee until the Registrar has
received written notice from Lessor of the name and address of the assignee. Lessee agrees to execute all documents, including chattel mortgages orfinancing statements
that may be reasonably requested by Lessor or any assignee to protect its interest in the Equipment and in this Agreement. Lessee shall not have the right to and shall not
assert against any assignee any claim, counterclaim, defense, set-off or other right Lessee may from time to time have against Lessor.
Except as specifically set forth in this Rider, all terms and conditions contained in the Agreement remain in full force antl effect and are hereby ratified and confirmetl.
Legal Name of Lesse City of Dento
Signa�ure e ��
Print Name `� � U�TE ( v �f�!�1 l��J�ZL^
Title �� � , ' / �/" � � �
(Seap
Attest
Tltle
Date
Name of Lessor �E LAGE LANDEN PUBLIC FINANCE LLC
LessorSignature � Dale g�.
PrinY Name ��n, �►Rknn��
Title Manager, Cor�ract Administ��,+;
Lease Number PUB 11400
002009 All Righls fleserved. Prinled in Ihe U.S.A. 09PFDOC112 4/09
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TAX DESIGNATIONS AND COVENANTS
1. The covenants and designations hereinafter set forth are intentletl to be, antl hereby are, incorporatetl into the Equipment Lease Purohase Agreement,
tlated Auqust 17 , 20 �2 (the "AgreemenY'), between De Lage Lantlen Public finance LLC ("Lessor") antl
City of Denton ("Lessee"), and except as otherwise defined herein, all terms definetl in the
Agreement shall have the same meaning herein as in the Agreement. The Commencement Date of the Agreement is or will be in the calendaryear 20 12 (the
"Issuance Year").
Bank Qualification. Lessee initial here if this provision is applicable: —
Lessee initial here if this provision is NOT applicable:
(a) Lessee hereby tlesignates the Agreement as a"qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Cotle. The aggregate face
amount of all tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3)bonds) issuetl or to be issuetl by Lessee and all subordinate
entities thereof tluring the Issuance Year, inclutling the Agreement, is not reasonably expected to exceetl $10,000,000.
(b) Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of "qualified tax-exempt obligations"
(inclutling the Agreement but excluding private activity bonds other than qualified 501(c)(3)bontls) during the Issuance Year without first obtaining an opinion
of nationally recognized counsel in the area of tax-exempt obligations of state and local governments acceptable to Lessor that the designation of the Agreement
as a"qualifietl tax-exempt obligation" will not be adversely affected.
Small Issue Arbitrage Rebate Exception. Lessee initial here ii this provision is applicable: —
Lessee initial here if this provision is NOT applicable:
(a) Lessee represents and warrants that it is a governmental unit untler the laws of the State with general taxing powers; the Agreement is not a private
activity bond as defined in Section 141 of the Cotle; 95% or more of the net proceetls of the Agreement will be used for local governmental activities of Lessee;
and the aggregate face amount of all tax-exempt ohligations (other than private activity bonds) issued by the Lessee and all subortlinate entities thereof tluring
the Issuance Year is not reasonably expectetl to exceetl $5,OOO,U00.
(b) Lessee hereby covenants that Lessee antl all subortlinate entities thereof will not issue in excess of $5,00o,000 of tax-exempt bonds (including the
Agreement but exclutling private activity hontls) tluring the Issuance Year without first obtaining an opinion of nationally recognizetl counsel in the area of tax-
exempt municipal obligations acceptable to Lessor that the exclutlability of the interest on the Agreement from gross income for fetleral tax purposes will not be
ativersely affectetl.
(SEAL)
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
1,1he undersigned, do hereby certify that (i) the foregoing Tax Designalions and Covenanfs were adopted and approved by action of ihe governing body of Lessee af a meeting duly called, �,
regularly convened and allended lhroughout by the requisile majorify of fhe members thereof, (ii) the officer of Lessee who executed the foregoing Tax Designation and Covenants on behalf of ?
Lessee and whose genuine signature appears thereon is the duly qualified and acting officer of Lessee as s�ated beneath his or her signature, and (iii) said officer has been aulhorized to execute o
the for 'ng Tax Designations and Covenants on behalf of LesSee. o
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SIGNATURE � TITLE DATE a
17 All Righfs Reserved. Prinled in lhe U.S.A. 07PFD00051v4 3111
De Lage Landen Public Finance LLC
1111 Old Eagle School Road
Wayne, PA 19087
Ladies and Gentlemen:
Re: Equipment Lease Purchase Agreement datetl as of August 17
Puplic Finance LLC, as Lessor, and City of Denton
ACCEPTANCE CERTIFICATE
, 20 �Z , between De Lage Lantlen
, as Lessee.
In accortlance with the Equipment Lease Purchase Agreement (the "AgreemenY'), the untlersigned Lessee hereby certifies and represents to, and agrees with
Lessor as follows:
1. All of the Equipment (as such term is defined in the Agreement) has been deliveretl, installetl and accepted on the date hereof.
2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowletlges that it accepts
the Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage requiretl by Section 7.02 of the Agreement.
4. No event or contlition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as tlefinetl in the Agreement) exists at
the date hereof.
(SEAL)
Lessee
City of D nton
�
W Si natur Date 'a r� }
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002009 All Nighls Beserved. Prinled in lhe U.S.A. 07PFD00052v1 3l09
De Lage Landen Public Finance LLC
❑ Check here if your billing or Equipment Location has changed or is incorrect.
Please note changes on the reveres sitle.
Payment sent without a copy of this invoice may be subject to a tlelay in processing.
n Please do not sentl correspondence to this atltlress.
➢ Make check payable to:
Ue Lage Landen Public Finance LLC
REF# PUB11400
LOCKBOX PO BOX 41602
PHILADELPHIA, PA 19101
INVOICE
CUSTOMER SERVICE 800-935-9439
INVOICE #: 0�2020�2
REFERENCE#: Pus��aoo
��ST�MER #: 2005446A
DUE DATE: 08�17�2o�z
TOTAL DUE: $89�065.84
INVOICE DATE INVOICE # REFERENCE # CUSTOMER
07/20/2012 07202012 PUB11400 2005446A
P.D. NUMBER ' EQUIPMENT DESCRIPTION
SEE BELOW
EQUIPMENT LOCATION
FOR PROPER CREDIT, PLEASE SUBMIT A COPY OF THIS INVOICE WITH PAYMENT.
002011 All Pighls Reserved. Printed in the U.S.A. 11PFDOC193v1 6/11
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BILLING INFORMATION
PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS
In order for De Lage Landen Public Finance LLC to properly bill and credit your account, it is necessary that you
complete this form and return it with the signetl tlocuments.
Billing Name:
Billing Address:
Attention:
(Name of intlividual who will process payments)
Telephone Number:
Email Address:
FEDERAL ID#:
Primary Contact Name: _
Primary Contact Number:
Insurance Agent: _
Policy Number: —
Telephone Number:
Fax Number: —
This tarm eompleted 6y:
Contact Name:
Title:
Contact Address:
Contact Telephone Number:
Email Address:
INSURANCE INFORMATION
(Name and Title)
CONTACT INFORMATION FOR 8038 FILINGS
02012 All Righls Reserved. Prinled in Ihe U.S.A. OBPFD00086v2 7l12
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Form 8�38-G �nformatlon Reiurn for Tex-Exempt Governmental Obllgatlons
➢ Under lirtemd Revenue Code S�ction 749(e)
(Rev. May 2010) ➢ See sepsmte Inetructions.
Deparimanl of Ihe Treasury Caution: Jf ihe issue price is unde� $100,000, Use Form 8038-GC
In�ernal Revenua Service
�Y ' Reporting Authority
b�01 `�'�'ic�Cory S�< (or P.O. box if mail is not
6 City, town, or po�sZO5 tate and ZIP code
Denton, i x
7 Name of Issue
Eauioment Lease Purchase Aai
ta streei
Room/SUile
OMB No. 1545-0720
Return, check here ➢ ❑
4 part number r IRS Use
6 Date of iss
8 CUSIP Numb
9 Name and title of oificer or legal representative whom the IRS may call for more informalion Telephone number of officer or le
Type of Issue (check applicable box(es) and enter the issue price) See instructions d attach schedu
11 ❑ Education ...................................................................... ... ................... 17
72 ❑ Health and hospital .............................................................. .......... ..................... 12
13 ❑ Transportation ................................................................ ............ ..........,..., 13
14 ❑ Public safety ...................................................................... ............ ........... 1
15 ❑ Environment(including sewage bonds) ...................................................... .............. ..........
16 ❑ Housing ........................................................... ........,. .. ........... .... 16
17 ❑ Utilities ......................................................... ................. ... ........... 17
78 ❑ Oiher. Describe ➢ ............................................. ....... ............ ..., ............ 78
18 If obligations are TANs or RANs, check box i9a ➢ ❑ If obligaiions ar ANs, ch box b . . . . . . . . . . . . . . . . . . . . . . ➢ ❑
20 If obligations are in ihe form of a lease or installment sale, check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ➢ �
D�cription of Obligations (Compl for the entire Iss for ich this for is being filed)
(c) Sta[ed redemp on (d) Weighied
(a) Final Matudty date (b) Issue Price price at maturiry average maWriry
21 $267,197.52 vears 0.00
Use of Proceeds of ond Issue (includin nde 'ters' discoun
22 Proceeds usedforaccruedinterest .................. ......... .............. ....... .............. ................. 22
2:9 Issue price of entire Issue (enter amount from line , colum b)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Z4 Proceeds used for bond issuance cosis (includi unde iters' ' count) .. .....
25 Proceeds usedforcreditenhancement .... .............. ... ........ ... .... 25
26 Proceeds allocated to reasonably require reserve or repiacement . . . . . . . . . . . . 26
27 Proceeds used to currently refund pri issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
28 Procseds used to advance refund prior is es . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28 Total(addlines 24through 28) ............. ............... ... ............... ....... .............. 29
30 Nonrefunding proceed of th ' sue (subiract line from line 23 an ter ount here) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ription of Re ded Bonde mple his part ly for refunding bonds)
31 Enter the remaining ighted average mat ' of the bonds be currently refu ed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ➢
32 Enter the remaini weighted age maturity oi onds to be vance refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ➢
33 Enter the last date o hich the r n d bonds will be ca (MM/DD YW) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . ➢
34 Enterthe date(s)the ret ded bonds rei ed (MMlDD/YYY ...... .... ............................................ ➢
representative
,197.52
(e) Yeld
years
years
95 En e am of ihe state v me cap allo te o the issue under secti 141(b)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
36 nter the amount o ross procee invested or to be inves a guar teed Investment contract (GIC) (see instructions) 36e
b Enter the final maf y date of the GI ➢
37 Poo fi cin : a Proceeds of this is e that are to used to make loans to other governmental units 37a
b If t s issue is a loan ma e procee of another ta exempt issue, check box ➢❑ and enter the name of
the is and the date of the issue ➢
8 If the issuer has designated the issue under ectio 65 (3)(B)(i)(111) (small issuer exception), check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . ➢ ❑
3 If the issuer has elected to a a penalty in lie i of arb rage rebate, check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . ➢ ❑
40 I entified a heda . check hox . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . ➢ ❑
Under the Ities of p rjury, I d
Signature are true, orrec , mplete. 1
8nd perso at I have authorized a
Consent ➢
Preparer's ➢
Peld signature
P��� Firm's name (or
USe �n�1/ Yaurs if self-employed), ➢
address, and ZIP code
For Privacy Act and Paperwork Reduction
ihat I have examined this return and accompanying schedules and statements, and to the best ot my Knowletlge and deuer, tney
� declare that I consent to the IRS's disc;psure of ihe isuer's return information, as necessary to process this return, to the
representailve
Date
Daie
➢
Type or print name and title
Check If
self-employed O
EIN
Phone no.
Preparer's SSN or PTIN
Act Notice, aee eeparate inatructions. Cat. No. 63773S Form 8098-0 (Rev. 5-2010)
02010 All Righls Reserved. Printed in Ihe U.S.A. 08PFDOCOBSV2 8/10
Instructions for Form
8038-G
� Department of the Treasury
Internal Revenue Service
(Rev. May 2010)
Information Return for Tax-Exempt Governmental Obligations
Section references are to the Internal
Revenue Code unless otherwise noted.
General Instructions
Purpose of Form
Form 8038-G is used by issuers of
tax-exempt governmental obligations to
provide the IRS with the information
required by section 149(e) and to monitor
the requirements of sections 141 through
150.
Who Must File
IF the issue price THEN, for tax-exempt
(line 21, column (b)) governmental
is... obligations issued
after December 31,
1986, issuers must
file...
$100,000 or more A separate Form
8038-G for each issue
Less than $100,000 Form 8038-GC,
Information Return for
Small Tax-Exempt
Governmental Bond
Issues, Leases, and
Installment Sales
When To File
File Form 8038-G on or before the 15th
day of the 2nd calendar month after the
close of the calendar quarter in which the
bond is issued. Form 8038-G may not be
filed before the issue date and must be
completed based on the facts as of the
issue date.
Late filing. An issuer may be granted an
extension of time to file Form 8038-G
under Section 3 of Rev. Proc. 2002-48,
2002-37 I.R.B. 531, if it is determined that
the failure to file on time is not due to
willful neglect. Enter at the top of the form
"Request for Relief under Section 3 of
Rev. Proc. 2002-48" and attach a letter
explaining why Form 8038-G was not
submitted to the IRS on time. Also
indicate whether the bond issue in
question is under examination by the IRS.
Do not submit copies of the trust
indenture or other bond documents. See
Where To File below.
Where To File
File Form 8038-G, and any attachments,
with the Department of the Treasury,
Internal Revenue Service Center, Ogden,
UT 84201.
Private delivery services. You can use
certain private delivery services
designated by the IRS to meet the "timely
mailing as timely filing/paying" rule for tax
returns and payments. These private
delivery services include only the
following:
• DHL Express (DHL): DHL Same Day
Service.
• Federal Express (FedEx): FedEx
Priority Overnight, FedEx Standard
Overnight, FedEx 2Day, FedEx
International Priority, and FedEx
International First.
• United Parcel Service (UPS): UPS Next
Day Air, UPS Next �ay Air Saver, UPS
2nd Day Air, UPS 2nd Day Air A.M., UPS
Worldwide Express Plus, and UPS
Worldwide Express.
The private delivery service can tell
you how to get written proof of the mailing
date.
Other Forms That May Be
Required
For rebating arbitrage (or paying a
penalty in lieu of arbitrage rebate) to the
Federal government, use Form 8038-T,
Arbitrage Rebate, Yield Reduction and
Penalty in Lieu of Arbitrage Rebate.
For private activity bonds, use Form
8038, Information Return for Tax-Exempt
Private Activity Bond Issues.
For build America bonds (Direct Pay),
build America bonds (Tax Credit) and
recovery zone economic development
bonds, complete Form 8038-B,
Information Return for Build America
Bonds and Recovery Zone Economic
Development Bonds.
For qualified forestry conservation
bonds, new clean renewable energy
bonds, qualified energy conservation
bonds, qualified zone academy bonds,
qualified school construction bonds, clean
renewable energy bonds, Midwestern tax
credit bonds, and all other qualified tax
credit bonds (except build America
bonds), file Form 8038-TC, Information
Return for Tax Credit Bonds and
Specified Tax Credit Bonds.
Rounding to Whole Dollars
You may show amounts on this return as
whole dollars. To do so, drop amounts
less than 50 cents and increase amounts
from 50 cents through 99 cents to the
next higher dollar.
Questions on Filing Form
8038-G
For specific questions on how to file Form
8038-G send an email to the IRS at
TaxExemptBondQuestions C�?irs.gov
and put "Form 8038-G Question" in the
subject line. In the email include a
Cat. No. 63774D
description of your question, a return
email address, the name of a contact
person, and a telephone number.
Definitions
Tax-exempt obligation. This is any
obligation, including a bond, installment
purchase agreement, or financial lease,
on which the interest is excluded from
income under section 103.
Tax-exempt governmental obligation.
A tax-exempt obligation that is not a
private activity bond (see below) is a
tax-exempt governmental obligation. This
includes a bond issued by a qualified
volunteer fire department under section
150(e).
Private activity 6ond. This includes an
obligation issued as part of an issue in
which:
• More than 10% of the proceeds are to
be used for any private activity business
use, and
• More than 10% of the payment of
principal or interest of the issue is either
(a) secured by an interest in property to
be used for a private business use (or
payments for such property) or (b) to be
derived from payments for property (or
borrowed money) used for a private
business use.
It also includes a bond, the proceeds
of which (a) are to be used to make or
finance loans (other than loans described
in section 141(c)(2)) to persons other than
governmental units and (b) exceeds the
lesser of 5% of the proceeds or $5
million.
Issue price. The issue price of
obligations is generally determined under
Regulations section 1.148-1(bj. Thus,
when issued for cash, the issue price is
the first price at which a substantial
amount of the obligations are sold to the
public. To determine the issue price of an
obligation issued for property, see
sections 1273 and 1274 and the related
regulations.
Issue. Generally, obligations are treated
as part of the same issue only if they are
issued by the same issuer, on the same
date, and as part of a single transaction,
or a series of related transactions.
However, obligations issued during the
same calendar year (a) under a loan
agreement under which amounts are to
be advanced periodically (a "draw-down
loan") or (b) with a term not exceeding
270 days, may be treated as part of the
same issue if the obligations are equally
and ratably secured under a single
indenture or loan agreement and are
issued under a cornmon financing
arrangement (for example, under the
same official statement periodically
updated to reflect changing factual
circumstances). Also, for obligations
issued under a draw-down loan that
meets the requirements of the preceding
sentence, obligations issued during
different calendar years may be treated
as part of the same issue if all of the
amounts to be advanced under the
draw-down loan are reasonably expected
to be advanced within 3 years of the date
of issue of the first obligation. Likewise,
obligations (other than private activity
bonds) issued under a single agreement
that is in the form of a lease or instaliment
sale may be treated as part of the same
issue if all of the property covered by that
agreement is reasonably expected to be
delivered within 3 years of the date of
issue of the first obligation.
Arbitrage rebate. Generally, interest on
a state or local bond is not tax-exempt
unless the issuer of the bond rebates to
the United States arbitrage profits earned
from investing proceeds of the bond in
higher yielding nonpurpose investments.
See section 148(f).
Construction issue. This is an issue of
tax-exempt bonds that meets both of the
following conditions:
1. At least 75% of the available
construction proceeds are to be used for
construction expenditures with respect to
property to be owned by a governmental
unit or a 501(c)(3) organization, and
2. All the bonds that are part of the
issue are qualified 501(c)(3) bonds,
bonds that are not private activity bonds,
or private activity bonds issued to finance
property to be owned by a governmental
unit or a 501(c)(3) organization.
In lieu of rebating any arbitrage that
may be owed to the United States, the
issuer of a construction issue rnay make
an irrevocable election to pay a penalty.
The penalty is equal to 1�/z% of the
amount of construction proceeds that do
not meet certain spending requirements.
See section 148(f)(4)(C) and the
Instructions for Form 8038-T.
Specific Instructions
Part I—Reporting Authority
Amended return. An issuer may file an
amended return to change or add to the
information reported on a previously filed
return for the same date of issue. If you
are filing to correct errors or change a
previously filed return, check the
Amended Return box in the heading of
the form.
The amended return must provide all
the information reported on the original
return, in addition to the new or corrected
information. Attach an explanation of the
reason for the amended return and write
across the top, "Amended Return
Explanation."
Line 1. The issuer's name is the name of
the entity issuing the obligations, not the
name of the entity receiving the benefit of
the financing. For a lease or installment
sale, the issuer is the lessee or the
purchaser.
Line 2. An issuer that does not have an
employer identification number (EIN)
should apply for one on Form SS-4,
Application for Employer ldentification
Number. This form may be obtained at
Social Security Administration offices or
by calling 1-800-TAX-FORM
(1-800-829-3676). You can also get this
form on the IRS website at www.irs.gov.
You may receive an EIN by telephone by
following the instructions for Form SS-4.
Line 4. This line is for IRS use only. Do
not make any entries in this box.
Line 6. The date of issue is generally the
date on which the issuer physically
exchanges the bonds that are part of the
issue for the underwriter's (or other
purchaser's) funds. For a lease or
installment sale, enter the date interest
starts to accrue.
Line 7. If there is no name of the issue,
please provide other identification of the
issue.
Line S. Enter the CUSIP (Committee of
Uniform Securities Identification
Procedure) number of the bond with the
latest maturity. If the issue does not have
a CUSIP number, write "None."
Lines 9 and 10. Enter the name, title,
and telephone number of the officer of the
issuer whom the IRS may call for more
information. If the issuer wishes to
designate a person other than an officer
of the issuer (including a legal
representative or paid preparer) whom
the IRS may call for more information with
respect to this return, enter the name,
title, and telephone number of such
person here.
Note. By authorizing a person other than
an authorized officer of the issuer to
communicate with the IRS and whom the
IRS may call for more information with
respect to this return, the issuer
authorizes the IRS to communicate
directly with the individual listed in line 9
and consents to the disclosure of the
issuer's return information to that
individual, as necessary, in order to
process this return.
Part II—Type of Issue
�Eleciions referred to rn Part !1 are
� made on the original bond
documents, not on fhis form.
Identify the type of obligations issued
by entering the corresponding issue price
(see Issue price under Definitions on
page 1). Attach a schedule listing names
and EINs of organizations that are to use
proceeds of these obligations if different
from those of the issuer, include a brief
summary of the use and indicate whether
or not such user is a governmental or
nongovernmental entity.
-2-
Line 18. Check the box on this line only
if lines 11 through 17 do not apply. Enter
a description of the issue in the space
provided.
Line 19. If the obligations are short-term
tax anticipation notes or warrants (TANs)
or short-term revenue anticipation notes
or warrants (RANs), check box 19a. If the
obligations are short-term bond
anticipation notes (BANs), issued with the
expectation that they will be refunded with
the proceeds of long-term bonds at some
future date, check box 19b. Do not check
both boxes.
Line 20. Check this box if property other
than cash is exchanged for the obligation,
for example, acquiring a police car, a fire
truck, or telephone equipment through a
series of monthly payments. (This type of
obligation is sometimes referred to as a
"municipal lease.") Also check this box if
real property is directly acquired in
exchange for an obligation to make
periodic payments of interest and
principal. Do not check this box if the
proceeds of the obligation are received in
the form of cash, even if the term "lease"
is used in the title of the issue.
Part III—Description of
Obligations
Line 21. For column (a), the final
maturity date is the last date the issuer
must redeem the entire issue.
For column (b), see Issue price under
Definitions on page 1.
For column (c), the stated redemption
price at maturity of the entire issue is the
sum of the stated redemption prices at
maturity of each bond issued as part of
the issue. For a lease or installment sale,
write "N/A" in column (c).
For column (d), the weighted average
maturity is the sum of the products of the
issue price of each maturity and the
number of years to maturity (determined
separately for each maturity and by taking
into account mandatory redemptions),
divided by the issue price of the entire
issue (from line 21, column (b)). For a
lease or installment sale, enter instead
the total number of years the lease or
installment sale will be outstanding.
For column (e), the yield, as defined in
section 148(h), is the discount rate that,
when used to compute the present value
of all payments of principal and interest to
be paid on the obligation, produces an
amount equal to the purchase price,
including accrued interest. See
Regulations section 1.148-4 for specific
rules to compute the yield on an issue. If
the issue is a variable rate issue, write
"VR" as the yield of the issue. For other
than variable rate issues, carry the yield
out to four decimal places (for example,
5.3125%). If the issue is a lease or
installment sale, enter the effective rate of
interest being paid.
Part IV—Uses of Proceeds of
Bond Issue
For a lease or installment sale, write "N/A"
in the space to the right of the title for Part
IV.
Line 22. Enter the amount of proceeds
that will be used to pay interest from the
date the bonds are dated to the date of
issue.
Line 24. Enter the amount of the
proceeds that will be used to pay bond
issuance costs, including fees for trustees
and bond counsel. If no bond proceeds
will be used to pay bond issuance costs,
enter zero. Do not leave this line blank.
Line 25. Enter the amount of the
proceeds that will be used to pay fees for
credit enhancement that are taken into
account in determining the yield on the
issue for purposes of section 148(h) (for
example, bond insurance premiums and
certain fees for letters of credit).
Line 26. Enter the amount of proceeds
that will be allocated to such a fund.
Line 27. Enter the amount of the
proceeds that will be used to pay
principal, interest, or call premium on any
other issue of bonds within 90 days of the
date of issue.
Line 28. Enter the amount of the
proceeds that will be used to pay
principal, interest, or call premium on any
other issue of bonds after 90 days of the
date of issue, including proceeds that will
be used to fund an escrow account for
this purpose.
Part V—Description of
Refunded Bonds
Complete this part only if the bonds are to
be used to refund a prior issue of
tax-exempt bonds. For a lease or
installment sale, write "N/A" in the space
to the right of the title for Part V.
Lines 31 and 32. The remaining
weighted average maturity is determined
without regard to the refunding. The
weighted average maturity is determined
in the same manner as on line 21, column
(d).
Line 34, If more than a single issue of
bonds will be refunded, enter the date of
issue of each issue. Enter the date in an
MM/DD/YYYY format.
Part VI—Miscellaneous
Line 35. An allocation of volume cap is
required if the nonqualified amount with
respect to the issue exceeds $15 million
but does not exceed the amount which
would cause the issue to be private
activity bonds.
Line 36. If any portion of the gross
proceeds of the issue are or will be
invested in a guaranteed investment
contract (GIC), as defined in Regulations
section 1.148-1(b), enter the amount of
the gross proceeds so invested, as well
as the final maturity date of the GIC.
Line 37a. Enter the amount of this issue
used to fund a loan to another
governmental unit, the interest of which is
tax-exempt.
Line 39. Check this box if the issue is a
construction issue and an irrevocable
election to pay a penalty in lieu of
arbitrage rebate has been made on or
before the date the bonds were issued.
The penalty is payable with a Form
8038-T for each 6-month period after the
date the bonds are issued. Do not make
any payment of penalty in lieu of arbitrage
rebate with this form. See Rev. Proc.
92-22, 1992-1 C.B. 736 for rules
regarding the "election document."
Line 40. Check this box if the issuer
identified a hedge on its books and
records in accordance with Regulations
sections 1.148-4(h)(2)(viii) and
1.148-4(h)(5). These regulations permit
an issuer of tax-exempt bonds to identify
a hedge for it to be included in yield
calculations for computing arbitrage.
Signature and Consent
An authorized officer of the issuer must
sign Form 8038-G and any applicable
certification. Also print the name and title
of the person signing Form 8038-G. The
authorized representative of the issuer
signing this form must have the authority
to consent to the disclosure of the issuer's
return information, as necessary to
process this return, to the person(s) that
have been designated in Form 8038-G.
Note. If authority is granted in line 9 for
the IRS to communicate with a person
other than an officer of the issuer, by
signing this form, the issuer's authorized
representative consents to the disclosure
of the issuer's return information, as
necessary to process this return, to such
person.
Paid Preparer
If an authorized officer of the issuer filled
in this return, the paid preparer's space
should remain blank. Anyone who
prepares the return but does not charge
��
the organization should not sign the
return. Certain others who prepare the
return should not sign. For example, a
regular, full-time employee of the issuer,
such as a clerk, secretary, etc., should
not sign.
Generally, anyone who is paid to
prepare a return must sign it and fill in the
other blanks in the Paid Preparer's Use
Onlyarea of the return.
The paid preparer must:
• Sign the return in the space provided
for the preparer's signature,
• Enter the preparer information, and
• Give a copy of the return to the issuer.
Privacy Act and Paperwork Reduction
Act Notice. We ask for the information
on this form to carry out the Internal
Revenue laws of the United States. You
are required to give us the information.
We need it to ensure that you are
complying with these laws. Section 6109
requires paid preparers to provide their
identifying number.
You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB
control number. Books or records relating
to a form or its instructions must be
retained as long as their contents may
become material in the administration of
any Internal Revenue law. Generally, tax
returns and return information are
confidential, as required by section 6103.
The time needed to complete and file
this form varies depending on individual
circumstances. The estimated average
time is:
Learning about the law or 2 hr., 41 min.
theform .... .......
Preparing, copying, 3 hr., 3 min.
assemhling, and sending
the form to the IRS ......
If you have comments concerning the
accuracy of these time estimates or
suggestions for making this form simpler,
we would be happy to hear from you. You
can write to the Internal Revenue Service,
Tax Products Coordinating Committee,
SE:W:CAR:M:P:T:T:SP, 1111
Constitution Ave. NW, IR-6526,
Washington, DC 20224. Do not send the
form to this office. Instead, see Where To
File on page 1.