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2001-123 NOTE Change Order One (Ordinance No 2001-197) AN O NANCE ^u, o uzr G FrNA Cr G FOR GOVB~ENT C~IT~ CO.OPTION T~OUGH LEASE P~CHASB F~C~G, PROVID~G FOR THE B~E~IT~ OF F~S THB~FOR, ~ PROVID~G ~ BFFBCTWB DATE ~E NO 2665 - EFFECTIVE ~TE OF 5 33%, ~PROX~ATB F~C~G C~GBS $88,6?8 44) ~B~AS, On Febm~ 20, 2001 the C~ Co~cll au~onzed the p~chase of th~een re.se ~oks ~om ~e lowest responmble b~dders pursuit to Or&n~ce No 2001-078 ~n ~e total pnnmpal sm of $1,693,830, ~d ~AS, Section 271 005(c) of~e Local Gove~ent Code au~onzes ~e C1W Co.cd, in ~ts dmcretlon, to con~act for the fin~cmg of personal prope~y, ~d ~E~AS, the City Council finds that the hereto au~onzed fin~mng of the re.se ~cks t~ough a le~e p~chase agreement with Gove~ent Capital Co~orat~on ~s appropnate ~d in ~e pubhc interest, ~d ~AS, ~e City Counml h~ prowded m the City Budget for the appropna~on of~ds to be exp~ded for ~e hereto authorized le~e p~chase agreement, NOW, THE~FO~, THE CO~CIL OF THE CITY OF DE~ON HE.BY O~S ~ The City Co~ml hereby authorizes a Ieee purchase ageement to tin.ce ~e acqmmtlon of the thl~een re.se ~cks w~th Govement Capital Co.oration, smd a~eement prow&ng for a tin.ced mount of $1,693,830, hawng ~ee ~u~ pa~ents, ~d wl~ m effec~ve interest rate of 5 33% SECTION 2 The City M~ager, or ~s dem~ee, is authorized to enter into a lease p~chase a~eement on beh~fofthe Cay in accord~ce wl~ ~e terns set fomh in Section 1 ~d to expend ~e funds prowded for m Section 1 SECTION 3 Thru ordm~ce sh~l become effective l~edmtely upon its passage ~d approv~ EUL~ BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY File 2665 - Ordinance from Ed Snyder 3Third Party Leasing 03-01 Page 2 S \Our Do~uments\Ordman~s~Ol\Govemment Capital Ordinance doc Government Capital Corporation CORPORATE OFFICE * 345 Mtron Drive · Southlake Texas 76092 817-421~5400 · Administrative Fax 817-251-3208 · Sales Fax 817-488-8477 March 13, 200! Mr Tom Shaw City of Denton 215 East M¢ICarmey Street Denton, Texas 76201 Dear Mr Shaw Thank you for the opportumty to present proposed financing for the C~ty of Denton for the acqmsltton of Refuse Trucks and Eqmpment The transactton would be as follows LESSOR Government Capital Corporation LESSEE City of Denton FINANCING STRUCTURE Tax-Exempt LeasefPurchase as Authorized under the Texas Pubhc Property Finance Act of 1979 FINANCED AMOUNT $1,693,830 00 Term Three (3) Years - Annual Payments Effective Interest Rate 5 33% Al~nual Lease l~'actor ,3507546 Annual Payment Amount $594,169 48 First Payment Due At S~gnmg Financing for these projects would be very simple, fast and easy due to the fact that We have an ezastmg worhng relal~onslup vath the We have CaW finanexal statements on file, expediting the process The Caw's legal counsel ~s fanuhar vnth our doeamentataon The above proposal ~s subject to an audit analys~s and assumes closing will occur on, or before April 15, 200! The above rates may be adjusted to equal to matunW Treasuries thereafrer If you have any questions regarding other payment terms or ¢ondmons, please feel free to call me Stewart C Slutey Semor V~ce President / TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT THIS MUNICIPAL LEASE PURCHASE AGREEMENT (hereafter referred to as' Agreement ) dated March 27,2001, by and between Government Capital Corporation, a Texas corporation (hereto referred to a~ "Lessor") and City of Denton apohheal subd~wston or agency of the State of Texas (hereinafter referred to as "Lessee") WITNBSSETH In constderation of the mutual covenants and conditions hereinafter set forth the pames hereto agree as follows Term and Paym*nts Lessor hereby lenses to Lessee and Lessee h~reby leases l~om Lessor the propegy described m Exhthlt A hereto referred to as the "Property") for the amounts to be paid m the Slam (the ' L~ase paylnents") and on the dates (the "Lease Payment Dates") set forth m Exthfut B hereto Except as sp,¢tfically provtded m Section 2 hereof, the obhgauon of ths Lessee to make the Lease Payments called for m Exhibit B hereto shall be absolute and unconditional m all evon~ and shall not be subject to any set off, defense counterclmm 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 ~tem of Property ~f th~s A~'eement mvolves multiple ttems 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 lea~e term as se~ forth m Exhibit B unless earher terrmnated as provtded hereto Lessee wall evidence its acceptance of the Prop*try by exanutin$ a~d dehvonng to Lessor a Certificate of Acceptance (hereinafter so called) m the form provided by Lessor 2 Non-Appropriation and Right o f Ter mlnaflon The obhgations ofLessee tu make Lease Payments (called for m Exfublt B) and to make any other payments tO Lessor (or to any other person) pursuant to th~s Agreement are subject to appropnatmn by the Lessee of funds that are lawfully available to be applied for such puepose If Lessee fails to make such an appropriation prior to a fiscal period of Lessee for the Lease Payments scheduled m such fiscal period, thls Agreement shall terrmnate at the ond of the last fiscal period ~mm~thately precethng the fiscal period for which funds have not been appropriated The Lessee shall deliver noti¢e to Less or o f such terramation at le~t forty-five (45) days prior to s u ch terrmn alien, but failure to g~ve such not, ce shall no t prevent fue tenmnation of thru Agreement Upon any such terr~natmn of tlus Agreemanh all of Lessee's right, t~tle and interest m and ~ts obhgations under this Agreement and to the Property shall tenmnate effe*~ave on the last day of tho las~ fiscal period of Lessee for whmh such an appropriation was made through the date of such terrmnation and all costs and expenses mcun'ed by Lessor m connection therewith to reasonable attorneys' fees), (ii) the unpaid pnnclpal balance derived from Exhibit B as of the last preceding Lease Payment Date specified m Exthb~t B, and (ld) a~y past due amounts hereunder (plus interest on such unpaid pnncipal balance at the rate specified m Section 20 hereof, prorated to the date of such sale) costs and disbursements mcluthng such costs in the event of any action necessary to secure possession of the Property and (fi~) actual and reasonable out of*pocket A~reernent, Lessee shall pay to Lessor upon demand, for the hold-over period, a portion of the total payment for the apphcable period as set forth m Exhth~t B 16 Asstgnment Wlthout Lessors prior written consent, Lessee will not either (0 assign, transfer, pledge, hypothecate, grant anY security or reassignment ~s made, disclosing the name and address of such assignee No further action vall be required by Lessor or by Lessee lo evidence the assignment, 17 Personal Property The Pwperty is and shall at all times be and remain personal property 18 Tide Upon acceptance of the Property by Lessee hereunder, Lessee shall have tide to the Properry dunng the term of this Agreement hereunder Lessor may, but shall not be required to, make such payment or perform or comply with such covenants and obhgattons on behalf of Lessee and the g~ven by certified or registered mall, and shall be deemed to have been given and received forty eal~ht (48) hours after a registered or eemfied letter containing such noUee postage prepaid, ~s deposited m the United States ma~l, and ffg~ven other,~se shall be deemed to have been gtven when delivered to and recexved security interest m the Property, all accessions thereto and proceeds therefrom, and, m addition to Lessor's rights hereunder, all of the nghte and benefits of a secured party under thc Uniform Commercial Code as m effect from time to time hereafter m the State m which the Property is located or any other State which all information statements requxred by Seetzon 149(e) of the Internal Revenue Code of 1986, as amended, and t~mely paying to the extent of ava~lahle funds amountsrequtrcdtoberebatedtotheUnltedStatespursuaatto Sectton 148(f) ofthelntemal Revenue Code of1986 as a, nended Miscellaneous (a) Lessee shall whenever requested, advise Lessor oft. he exact location and conthtaon of the Property and shall give the Lessor xmmed~ate respect thereto are located Cb) Lessee vnll take no action that would cause the mterast person of the Lease Payments to become coverage In gross raceme of the rec~paent for federal raceme tax purposes under the Internal Revenue Code of 1985 (the "Code") and Treasury Regulataons promulgated thereunder (the "Regulations' ), and L~ssee vnll take and will cause ~ts o fiicers, employees and agents to take all affirmative actions legally w~thm ~ts power necessary to ensure that the interest portton of the Lease payments does not become coverage m gross income of the recipient for federal raceme tax purposes under the Code and R~gulatlons (e) Lessee agrees to equitably adjust the payments payable under thu Agreement ffthere ~s a detern~nat~on for any reason that the interest payable pursuant to this Agreement (as incorporated wthm the schedule of payments) ~s not excludable from raceme m accordance wth the Internal Revenue Code of 1986 as amended, such as to make Lessor and its assigns whole (d) T~me is of the essence No covenant or obhgat~ons hereunder to be performed by Lessee may be waaved except by the written consent of Lessor, and a waiver of any such covenant or ohhga~on or a forbearance to revoke any remedy on any occasion shall not constitute or be ~reated as a wa;var of such covenant or obhgahon as to any other occasion and shallnot preclude Lessor from revoking such remedy at any later nme prior to Lessee's cure of the condmon g~vmg nsc t0 such remedy Lassor's rights hareunder are cumulative and not altematwe (e) Th~s Agreement shall be consm~ed m accordance wth, and governed by, the laws o£the State m which the Property is located (0 Th~s Agreement consbtutes the enO. re agreement between the parties and shall notbe modified, waived, discharged terrmnated, amended, altered or changed m any respect except by a wntthn document ~ned by both Lessor and Lessee (g) Any term or prov~s~on of this A~eement found to be prohibited by law or unenforceable shall be meffecUve to the extent of such prolubmon or unenforceabfl~ty w~thout, to the extent reasonably possthle, invalidating the remainder of th~s Agreement Ca) The Lessor hereunder shallhave the right at any nme or Umes, by nonce to Lessee, to designate or appoint any person or entaty to act as agent or trustee for Lessor for any purposes hereunder (l) All ~'ansportatton charges shall be borne by Lessee Lessee wll ~mmethately not~fy Lessor of any change occumng m or to the Property (J) Use of the neuter gander haremls for purposes of convemence only and shall be deemed to mean and include the masculine or ferramne (k) The cap~.ons set forth harem are for convemence of reference only and shall not define or hm~t any of the terms or prows~ons hereof (1) Bxcept as otherwise provided harem, th~s Agreement shall be binding upon and mute to the benefit of the ParUes hereto and their tN' WITNESS WHEREOF, the parkas have executed t~as Agreement as of the ~ day of m the year OR Timothy O Temple, President Tom D Shaw, Purchasing Agent Denton, TX 76201 EXHIBIT A DESCRIPTION OF PROPERTY MUNICIPAL LEASE~PURCHASB AOB. BBMENT (THE "AGREEMENT") BY AND BETWEEN L~SSOa, Government Capital Corporatmn ,~d ~.~SS~E, City of Denton Dated as of March 27, 2001 QTY DESCRIPTION REFUSE TRUCKS as follows Four (4) Peterbilt Front Load Two (2) Fmghthner Kear Load Two (2) Volvo S~de Load Three (3) Peterbdt Automated S~de Load One (1) Peterbilt Cab/Over Roll-Off One (1) Mack Conventmnal Cab Roll-Off VIN numbers prowded on dehvery PROPERTY LOCATION. C~ty of Denton Serwce Center, 90lB Texas Street GOVERNMENT CAPITAL CORPORATION GOVERNMENT CAPITAL CORPORATION LESSEE C~ty 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 me 1 @ s~gn~ng $594,169 53 $0 00 $594,169 53 $1,108,731 09 2 03/27/02 $594,169 53 $66,157 75 $528,011 78 $567,226 29 3 03/27/03 $594,169 53 $34,060 37 $560,109 16 $1 00 Grand Totals $1,782,508 59 $100,218 12 $1,682,290 47 ACCEPTED BY LESSEE ¢ Tom D Shaw, Purchasing Agent ORO CENO 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 1N 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 Acqms~t,on of Lease/Purchase Flnanc,ng to Government Capital Corporation ~n the amount of $88,678 44, and WHEREAS, Section 271 005(c) of the Local Government Code authorizes the C~ty Councd, ~n its &scretlon, to contract for the financing of personal property, and WHEREAS, the C~ty Council finds that the here~n authorized financing of the refuse trucks through a lease purchase agreement w~th the Government Capital CorporaUon is appropriate and m the pubhc ~nterest, and WHEREAS, the Cay Council has prowded m the Cay Budget for the appropriation of funds to be expended for the here~n authorized lease purchase agreement, WHEREAS, the C~ty Manager having recommended to the Council that a change order be authorized to amend and restate such contract agreement w~th respects to the contract amount and payment schedule and smd change order being in comphance w~th the requirements of Chapter 252 of the Local Govemment Code, Now, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS ~ The change order increasing the financing amount and extending the payment schedule of the agreement between the C~ty and Government Capital Corporation as hsted on Exhibits A-l, A-2, and A-3, on file ~n the office of the Purchasing Agent, in the amount of One Hundred Ten Thousand Three Hundred E~ghty Seven and 80/100 Dollars ($110,387 80), is hereby approved and the expen&ture of funds therefor ~s hereby authorized The master contract amount ~s amended to read total financing charges of $199,066 30 SECTION 2 The C~ty Manager, or his designee, ~s authorized to enter ~nto each of the lease purchase agreements on behalf of the C~ty in accordance w~th the terms set forth ~n Section 1 and to expend the funds prowded for ~n Section 1 as per Exhibits A-l, A-2 and A-3 SECTION 3. That th~s ordinance shall become effective ~mmedlately upon ~ts passage and approval ~^ss~ ~ ~ov~ ~s~h~_/~ .~o~ ~(~ :00~ EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY ~p(do¢~o [s~o~;~FO~ HERB~~, CITY ATTORNEY cBHYAi~GE ORDE~E to FILE 2665 ORDINANCE-2001 GOVERNMENT CAPITAL CORPORATION EXHIBIT A-I GOVERNMENT CAPITAL CORPORATION LESSEE City of Der~n N~ 2355 Equipment Cost $447,897 00 ¥ Financed Amount. $~,,~,8,45 62 Effective Rate 5 33000% Interest Rate 6 08000% PMT pMT DATF~ TOTAL IN t Gu:EST PRINCIPAL OPTION TO PURCHASE l NO MO DAY ~,1 I PAYMENT PAID PAID after prat on th s 1 1 tl01/01 $1R1 ,B~ ~,5 $12,772 01 $148,853 84 $301,596 76 2 11/01/021 $161,625 85 $17,996 30 $143,629 55 $154,296 76 3 11/01/031 $161,625 85 $9,263 62 $1b.',3bZ .,'3 $1 O0 Grand Totals $484,877 55 $40,031 g3 $444 845 R2 ACCEPTED BY LE,~SE~ C~ty Manager, or their demgnee GOVERNMBNT CAPITAL CORPORATION EXHIBIT A-2 GOVERNMENT CAPITAL CORPORATION LESSEE City of De,~t~n N~o 2355 Equipment Cost $838,328 00 f Fh~at'tc, ed Amount $832,6'1~1 76 Effective Rate 5 33000% interest Rate 8 08000% _PMT PMT DAT~ TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE NO MO [:)AY ¥, I PAYMENT PAID PAID after pmt on th~s hne '1 11/0t/0~ $233,,143 97 $23,g05 29 $209,53~ RP, $638.715 64 2 11/01/0;~ $233,443 97 $37,883 03 $195,560 94 $435,610 66 3 11/01/03 $233,443 97 $25.992 92 $207,451 05 $2Z2,858 20 4 11101/04. $233,443 97 $13,379 89 $220.064 08 $1 00 Grand Totals $933,775 88 $101.161 13 $832,614 75 ACCEPTED BY LESSI~E City Manager, or their designee mOVERNMENT CAPITAL CORPOI:~TION gXItlBIT A-3 GOVERNMENT CAPITAL CORPORATION LESSEE City of Dent~n,N~ 2302 Equipment Coat $379,407 00 Financed Amount $376,882 ~1 Effective Rate 5 33000% Interest Rate 6 08000% PMT PMT 13ATI~ TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE]] NO MO DAY ~ PAYMENT PAID PAID after pmt en this,line I 1 11/0t/011 $86,939 Og $10,818 98 $76 l?{] 11 $310,080 44 2 11/01/02~ $86,939 09 $18,282 69 $68,656 40 $237,870 17 3 11/01/03[ $86,939 09 $14,108 38 $72,830 71 $1bZ,229 91 4 11/01/04 $86,939 09 $9,680 27 $77,258 82 $87,qq6 74 5 11/01/0~ $88,939 09 $4,982 92 $81,95§ 17 $1 00 Grand Totals $434,695 45 $57,873 24 $376,822 21 ACCEPTED BY LESS1E C~ty Manager, or their designee