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HomeMy WebLinkAboutResolution - 4655 - Lease & Option Agreement- Sutro & Co Inc- Parking Lot Revenue Control Equipment - 11_10_1994Resolution No. 4655 November 10, 1994 Item #10 RESOLUTION OF GOVERNING BODY/EXTRACr OF MINUTES Lessee: City of Lubbock Date of Agreement: November 10, 1994 At a duly called meeting of the governing body of Lessee (as defined in the Agreement) held on the 10th day of November 1994, the following Resolution was introduced adopted. WHEREAS, the governing body of Lessee has determined that a true and very real need exists for the acquisition of the equipment described in the Municipal Lease and Option Agreement presented to this meeting; and WHEREAS, the governing body of Lessee has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange for the acquisition of such equipment; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the terms of said Municipal Lease and Option Agreement are in the best interests of Lessee for the acquisition of such Equipment, and the governing body of Lessee designates and confirms the following person to execute and deliver, and to witness (or attest), respectively, the Municipal Lease and Option Agreement and any related documents necessary to the consummation of the transactions contemplated by the Municipal Lease and Option Agreement. DAVID R. LANGSTON, MAYOR The undersigned further certifies that the above Resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Municipal Lease and Option Agreement is the same as presentpclV-saidmeeting of the governing body of Lessee. Passed by the City Council this 10th day of Betty M. Johni6k My Secretary APPROVED AS TO CONTENT: r)7" %L� e' Mark ffmdman, Director of Support Services nov;j&UUNUSE.REs mdowNovember 3.1994 N APPROVED AS TO FORM: Attorney . 1994. e DATE LESSOR LESSEE MUNICIPAL LEASE AND OPTION AGREEMENT Sutro & Co., Incorporated 370 17th Street, Suite 1300 Deaver, Colorado 80202 City of Lubbock 1624 13th Street, Room L-04 Lubbock, Texas 79401 3°3 ADDENDUM B This Municipal Lease and Option Agreement (the 'Agreement) entered into between Sutro & Co., Incorporated ('Lessor'), and City of Lubbock ('Lessee'), a body corporate and politic duly organized and existing under the laws of the State of Texas ('State'); WITNESSET'H: WHEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessee, and Lessee desires to lease the Equipment from Lessor, subject to the terms and conditions of and for the purposes set forth in this Agreement; and WHEREAS. Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein: NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE I COVENANTS OF LESSEE Section 1.01. Covenants of Lessee. Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: (a) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations hereunder. ARTICLE II �. DEFINITIONS Section 2.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Agreement shall have the respective meanings specified below. 'Code' means the Internal Revenue Code of 1986, as amended, and to the extent applicable, the regulations and rulings issued thereunder. 'Commencement Date' is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues,. which date shall be the date Cost above written. 'Equipment' means the property described in Exhibit D and which is the subject of this Agreement 'Lease Term' means the period between the date hereof and the last day of the fiscal year of Lessee which includes the due date of the last Rental Payment. 'Purchase Price' shall be equal to the sum of (a) the Prepayment Option Price, as shown on Exhibit E to be the applicable price after the last prior Rental Payment is and has been made, (b) accrued interest thereon, which shall be computed by a r diem calculation of the interest portion of the next due Rental Payment, divided by the number of days between such due date and the prior immediate due date, multiplied by the number of days elapsing between the two as of the date of payment, (c) any unpaid charges for or interest on late payments, and (d) any other amounts payable to lessor hereunder as reimbursements or repayments for advances. 'Rental Payments' means the basic rental payments payable by Lessee pursuant to Exhibit E of this Agreement. 'Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE III LEASE OF EQUIPMENT Section 3.01. Lease of EquipmeoL Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment, in accordance with the provisions of this Agreement, to have and to hold for the Lease Term. (60) tom' g c ARTICLE Tv f LEASE TERM Sectio 4.01. Lease Term. This Agreement shall be in effect and shall commence as of the Commencement Date and will remain in effect throughout the Lean Term The Lease Term will terminate upon the first to occur of.• (a) the exercise by Lessee of the option to purchase the Equipment under Articles XI or VI; (b) Lessor's election to terminate this Agreement upon a default under Article XIH; (c) the payment by Lessee of all sums required to be paid by Lessee hereunder, or (d) the occurrence of an Event of Nonappropriation in accordance with Article VL, Section 6.05. ARTICLE V ENJOYMENT OF EQUIPMENT Section 5.01. Oulet FAxleysaruL Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment. City of Lubbock TXEQNBQ.Ise Section 3.02. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation"of any x applicable law or in a manner contrary to that contemplated by this Agreement. Section 5.03. RRi ht of Inspection. During the Lease Term, the Lessor and its officers, employees and agents shall have the right at all reasonable times during business hours to enter into and upon the property of the Lessee for the purpose of inspecting the Equipment. Section 5.04. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY NOR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR ANY OTHER WARRANTY WITH RESPECT THERETO AND, AS TO THE LESSOR, THE LESSEE LEASES THE EQUIPMENT "AS W. In no event shall the Lessor be liable for any loss or damage, including, incidental, indirect, special or consequential damage, in connection with or arising out of this Agreement or the existence, furnishing, functioning or the,Lessee's use of any items or products or services provided for in this Agreement. Section 5.05. Vendors Wer•raotIM Lessee may assert claims and rights that the Lessor may have against any Vendor of any portion of the Equipment,---' ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to pay Rental Payments hereunder is a current expense of Lessee and not a debt of Lessee in contravention of any applicable limitations or requirements, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. Section 6.02. Interest and Principal Component& A portion of each Rental Payment is paid as interest, and the balance of each Rental Payment is paid as principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term. Section 6.03. Rental Payments to be Unconditional. The obligations of Lessee to make Rental Payments, and to perform and observe the covenants and agreements contained herein, shall be absolute and unconditional in all events, except as expressly provided under this Agreement, notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person. Lessee shall not assert any right of set-off or counterclaim against its obligation to make payments under this Agreement - Section 6.04. Continuation of Lease Term by Lessen Lessee intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made. Section 6.05. Nonappropriation. If (a) sufficient funds are not appropriated for Rental Payments due in any fiscal year and (b) the Lessee shall have at such time no funds duly authorized for the Rental Payments, an Event of Nonappropriation shall be deemed to have occurred. The Lessee shall promptly deliver notice thereof to the Lessor. Upon the occurrence of an Event of Nonappropriation, the Lessee agrees that the Lessor may reclaim possession of the Equipment. Lessee agrees peaceably to deliver the Equipment to Lessor at a reasonable location specified by Lessor, all at Lessee's expense. ARTICLE VIl TITLE TO EQUIPMENT; SECURITY INTEREST Section 7.01. Title to the Equipment. During the term of his Agreement, title to the"Equipment shall vest in Lessor, subject to Lessee's ri tt upon an Event of Default or an Event of Nonappropriation. U�K Thal p'_u�a`�trt`; tr 4ye 0 -1r �c�Gt'�rnij` .�Ajki vpr,-r IA Lp-�; Section 7.02. Secnritl Interest. Lessee grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachment) accessions and substitutions thereto, and on any proceeds therefrom. Section 7.03. Liens and Encumbrances to Title. Lessee sha[I promptly discharge any mechanic's or materialmen's liens placed on the Equipment by any agent, contractor or supplier of the Lessee - A RTICLE Vui — "- MAINTENANCE; MODIFICATION;TAXES.-IN WAIk 9-A?M OTHER CHARGES Section 8.01. Malntenanceof F,ctciipment by Lessee. Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair, working order and condition. If requested by Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor. Section 8.02. Taxes, Other Governmental Charges and Utility Charles. In the event that the use, possession or acquisition of the Equipment is found to be subject to taxation in any form (except for income taxes of Lessor), government charges or utility charges and expenses, Lessee will pay all such taxes and charges as they come due. Section 8.03. Provisions Regarding Insurance. At its own expense Lessee shall cause casualty, public liability and property damage insurance to be carried and maintained (and evidenced by certificates delivered to Lessor throughout the Lease Term) in the amounts and for the coverages set forth on Exhibit G, provided that the amount of casualty and property damage insurance shall not less than the then applicable Purchase Price. All insurance proceeds -from - casualty losses shall be payable as hereinafter provided in this Agreement. Section 8.04. Advances In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the -- Equipment in good repair and operating condition, Lessor may (but shall be under no obligation) to purchase the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof, and all amounts so advanced therefor by Lessor shall be repaid to Lessor, together with interest thereon at the rate specified hereafter. Section 8.05. ModifKations. Without the prior written consent of the Lessor, the Lessee shall not make any material alterations, modifications or attachments to the Equipment ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01. Da!!W, Destruction and Condemnation. If (a) the Equipment or any portion 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 is taken under the exercise of the power of eminent domain, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied either to the prompt repair, restoration, modification or replacement of the Equipment or, at Lessee's option, to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining after such work or purchase has been completed shall be paid to Lessee. For purposes of Article VIII, Section 8.03, and this Article IX, the term 'Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses (including attorney's fees) incurred in the collection of such claims or award. Section 9.02. Insuglciency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or replacement, Lessee shall either (a) complete the work and pay any cost in excess of the amount of Net Proceeds, or (b) Lessee shall pay to Lessor the Purchase City of Lubbock 2 TXF.QNBQ.Ise Price,. The amount of the Net Proceeds in excess of the then applicable Purchase Price, if any, may be retained by Lessee. ARTICLE X' TAX COVENANT Section 10.01. Tax Covenant. it is the intention of the Lessee and the Lessor that the interest portion of the Rental Payments received by the Lessor be and remain exempt from federal income taxation. Lessee covenants that it will take any and all reasonable action necessary to maintain the exemption from federal income taxation of the interest portion of the Rental Payments, and that it will not intentionally perform any act or enter into any agreement or use or permit the use of the Equipment or any portion thereof in a manner that shall have the effect of terminating the exemption from federal income taxation of the interest portion of the Rental Payments, including (without limitation) leasing all or any portion of the Equipment or contracting to a third party for the ;use or operation of all or any portion of the Equipment if entering into such lease or contract would have such effect. ARTICLE XI OPTION TO PURCHASE Section 11.01. Purchase Rights Lessee shall be entitled to purchase the Equipment: (a) upon payment in full of all Rental Payments in accordance with Exhibit E hereof and all other amounts due hereunder, or (b) upon written notice delivered at least 30 days in advance of a proposed date for payment, and upon the payment on such date of the Purchase Price. ARTICLE XII ASSIGNMENT, SUBLEASING, INDEMNIFICATION, MORTGAGING AND SELLING Section 12.01. Assignment or Sale by Lessor. (a) This Agreement, and the obligations of Lessee to make payments hereunder, may be sold, assigned or otherwise disposed of in whole or in pan to one or more subcessors, grantors, holders, assignees or subassign es by Lessor. Upon any sale, disposition, assignment or reassignment, Lessee shall be provided with a duplicate original counterpart of the document by which the same is made. During the term of this Agreement, Lessee shall each keep a complete and accurate register of all such assignments in form necessary to comply with Section 149(a) of the Code:. (b) Lessee agrees to make all payments to the assignee designated in the assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (except arising from Lessor's breach of this Agreement) that Lessee may from time to time have against Lessor or Vendor. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financingstatements, which may be reasonably requested by Lessor or assignee to protect its interests in the Equipment and in this Agreement. (c) Lessee hereby agrees that Lessor may sell or offer to sell this Agreement (i) through a certificate of participation program, whereby two or more interests are created in the Agreement, the Equipment or the Rental Payments; or (H) with other similar instruments, agreements and obligations through a pool, trust, limited partnership, or other entity. Section 12.02. No Sale, Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Equipment may not be sold, assigned encumbered by Lessee without the prior written consent of Lessor. Section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee. shall protect, hold harmless and indemnify Lessor from and against any and All liabthty; obligations losses, claims anddart aies whatsoever regardless. of cause"thereof eaeept`tliose resulting from Lessor's intentional or negligent ads or 'omissions, andeapenses in conaectiou therewith, induding,w"()-ut liuu'►ation' bounml•Tees and expenses penalties and interest arising out of or as the result of the entering InWor this Agreement, the ownership of any item of the 134alo meat; the ordering hoquisitior , use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment or any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person. The indemnification arising under this paragraph shall survive the termination of this Agreement. ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Default. The following constitute "Events of Default' under this Agreement: (a) failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when due; or (b) failure by the Lessee to maintain insurance on the Equipment in accordance with Article VIII Section 8.03 hereof; or (c) failure by the Lessee to observe and perform any other covenant, condition or agreement on its part to be observed or performed for a period of 30 days after written notice is given to the Lessee by the Lessor, specifying such failure and requesting that it be remedied; provided, however, that if the failure stated in such notice cannot be corrected within such 30-day period, the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected: or (d) initiation by the Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning its indebtedness. The foregoing provisions of this Section are subject to the provisions of Article VI, Section 6.05, hereof. Section 13.02. Remedies On Default. Whenever any Event of Default shall have occurred and be continuing, the Lessor shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps: (a) Terminate this Agreement and retake possession of the Equipment wherever situated, and sell or lease, sublease or make other disposition of Equipment for use over a term in a commercially reasonable manner, all for the account of Lessor, provided that Lessee shall remain directly liable for the amount actually appropriated for the purchase or rental of the Equipment and unpaid by Lessee during the current Nscal year. Lessor shall apply the We proceeds in the following manner. FIRSTLY, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Equipment, including reasonable attorneys' fees and expenses; SECONDLY, to pay the Lessor (i) the amount of all unpaid Rental Payments, if any, which are then due and owing, together with interest and late charges thereon, (ii) the then applicable Purchase Price (taking into account the payment of past due Rental Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to establish the interest component for the Rental Payment next due, from the nett preee&ng due date of a Rental Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, THIRDLY, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Equipment, to the Lessee. Cry of Lubbock 3 TXEONBO]se (b) proceed by appropriate court action to enforce performance by the Lessee of the applicable covenants of this Agreement or to recover for the breach thereof; or (c) Use or retake such portion of the Equipment as the Lessor, in its sole discretion, may decide. All of the Lessee's right, title and interest in any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default or Event of Nona ppropriation shall terminate immediately upon such repossession. Section 13.03. Return of Equipment. Upon an Event of Default, Lessee agrees to allow Lessor to recover the Equipment at Lessee's sole cost and expense, in accordance with Article VI, Section 6.05. Section 13.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. Section 13.05. Late Charge; Interest on Late Payment Any Rental Payment not paid on the due date thereof shall bear a late charge equal to two^ percent (2%) of the amount of the past due Rental Payment, but in no event less than $100.00. Any unpaid Rental Payment or other amount payable by Lessee to the Lessor hereunder, shall bear interest at the lesser of (a) the rate payable on the principal portion of the Purchase Price, plus five full percentage points per annum, or (b) the maximum rate allowed by law. Section 13.06. Force_Ma,Ie[trr. if by reason of force maieum Lessee is unable in whole or in part to carry out its agreement on its part herein contained, other than the obligations on the part of Lessee contained in Article VI and Article VIII Section 8.03 hereof, Lessee shall not be deemed in default during the continuance of such inability. The term "force majeure' as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts or other industrial disturbances; act of public enemies, orders or restraints of any kind of the government of the United States of America or the State or any of their departments, agencies or officials, or any civil or military authority, insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; or explosions. ARTICLE XIV MISCELLANEOUS Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at the addresses set forth on the first page hereof. Section 14.02. Binding Etfect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. Severabil-ky. 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 render unenforceable any other provision hereof. Section 14.04. Amendments. All amendments hereto must be in writing. Section 14.05. Execution in Counterparts. This Agreement may be executed in several counterparts. Section 14,06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 14.07. Captions. The captions or heading in the Agreement are for convenience only and no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 14.08. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee. No waiver, consent, modification, — or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shsl be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or warranties, express or implied, not specified herein regarding this Agreement or the Equipment leased hereunder. Any terms and conditions of any purchase order or other document (with the exception of Supplements) submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature below of its authorized representadve acknowledges that it has read this Agreement, understand it and -agrees to be bound by its terms and cisnditions: == "" ARTICLE XV DEFEASANCE Section 15.01. Defeasance. The Lessee's obligation to pay the Purchase Price will be deemed to be paid and the Lessee's obligations under this Agreement will be discharged and satisfied upon the deposit by the Lessee with the Lessor of (a) moneys sufficient to pay the Purchase Price or (b) obligations which are directly insured or guaranteed by the United States or, with the prior written consent of the Lessor, any other obligations in which any sinking fund for bonds issued by the Lessee may legally be invested, the principal of and interest on which when due will provide sufficient moneys for such payment. IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name, attested by its duly authorized officers, and Lessee has caused this Agreement to be executed in its corporate name, attested by its duly authorized officers. All of the above occurred as of the date first written on the heading hereof. LESSOR Sutro & Co., Incorporated Attest: Br By - Title: Title: Attest LESSEE: City of Lubbock By: BY Title: Title: ^DPROV Ad -ro, FORS( ��-� o v D t�5 -n Coa.s �' i # City of Lubbock 4 TXEQN Q.Ise Lessee: Date of Agreement: EXHIBIT A RESOLUTION OF GOVERNING BOD XTRACT OF MINUTES City of Lubbock At a duly called meeting of the governing body of Lessee (as defined in the Agreement) held on the day of _ , 1994 the following resolution was introduced and adopted. here the governing body of Lessee has determined that a true and very real need exists for the aoquisition of the Equipment described in the Municipal Lease and Option Agreement presented to this meeting: and WHEREAS, the governing body of Lessee has taken the necessary steps, including any legal bidding requirement-;. under applicable law to arrange for the acquisition of suchOtt � I.Wr G (W Ca AW-k ,.. of Tt� E C-tiY d= L W 3 F6d< = BE IT RESOLVE that jjh�e terms of said Municipal Lease and Option Agreement: are in the best interests of Lessee for the acquisition of such Equipment, and the governing body gff�ssee designates and confirms the following persons to execute and deliver, and to witness (or attest), respectively, the Municipal Lease and Option Agreeme}�t and any related documents necessary to the consummation of the transactions contemplated by the Municipal Lease and Option Agreement. lMviD R. (Name of Parry to Execute Municipal Lease & Option Agreement) (0--''N of Party o Exe to r nicipal Le & ption Agreement) M-A'o � (Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Municipal Lease and Option Agreement.' the ' ie Present at d mee ' of the nung of Lessee. cam.._.......-.... iq�-t. Seal: cretary/Clerk AAAY10R. �PfJ r� C�) i A\('PP�WVD Te:> AA V4aA6,v&,t w , A5s,'t-s-(qAt 6+u City of Lubbock 5 TXEQNBQ.be Lessee: Date of Agreement: Gentlemen: EXHIBIT B OPINION OF LESSEE'S COUNSEL (Please furnish in this form on Attorney's Letterhead) City of Lubbock As counsel for City of Lubbock ("Lessee'), I have examined duty executed originals of the Municipal Lease and Option Agreement (the'Agreement� dated , between Lessee and Sutra & Co., Incorporated ('Lessor, and based upon the examination and upon such other examination as I have deemed necessary or appropriate, I am of the opinion that: 1. Lessee is a public body corporate and politic, legally existing under the laws of the State of Texas. 2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to constitutional, statutory and/or home rule provision which authorizes this transaction and the Resolution, attached as Exhibit A to the Agreement. 3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in aeoordance with its terms. In the event the Lessor obtains a judgement against Lessee in money or damages, as a result of an event of default under the Agreement, Lessee will be obligated to pay such judgement. 4. Applicable public bidding requirements have been complied with. S. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the validity of the resolution or the Agreement. 6. The signatures of the officers of Lessee which appear on the Agreement are true and genuine; I know said officers and know them to hold the offices set forth below their names. 1 City of Lubbock TXEQNBQ.Ise EXHIBIT C CERTIFICATE OF LESSEE THE UNDERSIGNED, duty authorized representative of the named Lessee under that certain Municipal Lease and Option Agreement dated with Sutro dr Co., Incorporated as Lessor (the 'Agreement) hereby certifies as follows and in accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement: ! A. INCUMBENCY OF OFFICERS AND SIGNATURES: I hold the position noted under my signature, and I have all authority necessary to execute and deliver this Certificate. The following officers of the lessee are duty elected or appointed, and the signatures opposite their names are true and correct, and where required, have been filed with the appropriate officials of the State: Name Title: Name Title: B. ESSENTIAL USE 1. The Equipment will be used by the following governmental agency department for the specific purpose of: r**," 2. The Equipment is essential for the functioning of the Lessee and is immediately needed by the Lessee. Such need is neither temporary nor expected to diminish during the Lease Term. The Equipment is expected to be used by the Lessee for a period in excess of the Lease Term. 3. Funds are expected to come from the Fund of -the Lessee. This Certificate is based upon facts, "circumstances, estimates and expectations of the Lessee as of the date on which the Agreement was executed, and to the best of my knowledge and belief, as of this date, such facts, circumstances and estimates are true and correct and such expectations are reasonable. Name: Title: IN WITNESS WHEREOF, I have executed and delivered this certificate as of the day of , 1994. WITNESS. Name: Title: City of Lubbock TXEONBQ.1se EXHIBIT D DESCRIPTION OF THE EQUIPMENT EQUIPMENT: Parking Lot Revenue Control Equipment EQUIPMENT LOCATION: Title: Date: City of Lubbock TXEQNBQJsc EXHIBIT E PMT DUE PRINCIPAL PAYMENT INTEREST PRINCIPAL PUREIASE . # > DATE ` BALANCE AMOUNT AMQiJNT A1VItlUNT OPTION 550,000.00 1 539,336.13 10,663.87 0.00 10,663.87 544,461.91 2 531,521.75 10,663.87 2,849.49 7,814-18 536,493.13 3 523,666.09 10,663.87 2,808.21 7,855.66 528,484.90 4 515,768.92 10,663.87 2,766.70 7,897.17 520,437.03 5 507,830.03 10,663.87 2,724.98 7,938.89 512,34933 6 499,849.20 10,663.87 2,683.04 7,980.83 504,22159 7 491,826.20 10,663.87 2,640.87 8,023.00 496,053.61 8 483,760.81 10,663.87 2,598.48 8,06539 487,845.21 9 475,652.81 10,663.87 2,555.87 8,108.00 479,596.17 10 467,501.97 10,663.87 2,513.03 8,150.84 471„30630 11 459,308.07 10,663.87 2,469.97 8,193.90 462,975.40 12 451,070.88 10,663.87 2,426.68 8,237.19 454,603.26 13 442,790.17 10,663.87 2„383.16 8,280.71 446,189.68 14 434,465.71 10,663.87 2,339.41 8,324.46 437,734.44 15 426,097.27 10,663.87 2,295.43 8,368.44 429,237.36 16 417,684.62 10,663.87 2,251.21 13,412.66 420,69822 17 409,22752 10,663.87 2,206.77 8,457.10 412,116.80 18 400,725.74 10,663.87 2,162.09 8,501.78 403,492.91 19 392,179.04 10,663.87 2,117.17 8,546.70 394,82633 20 383,587.18 10,663.87 2,072.01 8,591.86 386,116.85 21 374,949.93 10,663.87 2,026.62 8,63725 377,364.26 22 366,267.05 10,663.87 1,980.99 8,682.88 368,56834 23 357,53829 10,663.87 1,935.11 8,728.76 359,728.89 24 348,763.41 10,663.87 1,888.99 8,774.88 350,845.68 25 339,942.17 10,663.87 1,842.63 8,821.24 341,918.49 26 331,07433 10,663.87 1,796.03 8,867.84 332,947.12 27 322,159.64 10,663.87 1,749.18 8,914.69 323,93134 28 313,197.85 10,663.87 1,702.08 8,961.79 314,870.93 29 304,188.71 10,663.87 1,654.73 9,009.14 305,765.67 30 295,131.97 10,663.87 1,607.13 9,056.74 296,61534 31 286,02738 10,663,87 1,559.28 9,10459 287,419.72 32 276,874.69 10,663.87 1,511.18 9,152.69 278,178.57 33 267,673.64 10,663.87 1,462.82 9,201.05 268,891.69 34 258,423.98 10,663.87 1,414.21 9,249.66 259,558.83 35 249,125.45 10,663.87 1,36534 9,29853 250,179.78 36 139,777.79 10,663.87 1,316.21 9,347.66 240,754 30 37 230,380.75 10,663.87 1,266.83 9,397.04 231,282.16 38 220,934.06 10,663.87 1,217.18 9,446.69 221,763.14 39 211,437.46 10,663.87 1,167.27 9,496.60 212,197.00 40 201,890.68 10,663.87 1,117.09 9,546.78 202,58350 41 192,293.47 10,663.87 1,066.66 9,59721 192,922.42 42 182,64555 10,663.87 1,015.95 9,647.92 183,21352 ^ 43 172,946.66 10,663.87 964.98 9,698.89 173,45656 ( 44 163,19652 10,663.87 913.73 9,750.14 163,65130 45 153,394.87 10,663.87 862.22 9,801.65 153,79750 46 143,541.44 10,663.87 810.44 9,853.43 143,894.93 47 133,635.96 10,663.87 75838 9,905.49 133,94334 48 123,678.13 10,663.87 706.04 9,957.83 123,942.49 49 113,667.69 10,663.87 653.43 10,010.44 113,892.13 50 103,60436 10,663.87 60054 10,06333 103,792.03 51 93,487.87 10,663.87 54738 10,116.49 93,641.93 52 83,317.93 10,663.87 49393 10,16994 83,44159 53 73,09426 10,663.87 44020 10,223.67 73,190.76 EXHIBIT E PMT DUE PRINCIPAL PAYMENT INTEREST .::PRINCIPAL PURCHASE. DATE BALANCE AMOUNT AMOUNT AMOUNT OP'ITON: 54 62,81637 10,663.87 386.18 10,277.69 62,889.18 56 42,098.00 10,663.87 277.29 10,38658 42,132.80 57 31,65655 10,663.87 222.42 10,441.45 31,677.49 58 21,159.93 10,663.87 167.25 10,496.62 21,170.42 59 10,607.85 10,663.87 111.79 10,552.08 10,61134 60 0.00 10,663.87 56.02 10,607.85 0.00 639,832.18 89,832.18 550,000.00 EFFECTIVE NET INTEREST RATE: 634000% CITY OF LUBBOCK BY: TITLE: DATE: To Lessor. Sutro & Co., Incorporated 370 17th Street, Suite 1300 Denver, Colorado 80202 I EXHIBIT F ACCEPTANCE CERTIFICATE In accordance with the terms of the Municipal Lease and Option Agreement dated (the "I.U:ase") between Sutro & Co., Incorporated ('Lessor'), and the undersigned ('Lessee'), Lessee hereby certifies and represents to, and agrees with, Lessor as follows: 1. The Equipment, as such term is defined in the Lease, has been delivered and installed at the Equipment Location specified in Exhibit D - Description of the Equipment to the Lease and accepted on the date indicated below. 2- Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. No Event of Default. as such term is defined in the Lease, and no event which with notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing at the date hereof. Lessee: City of Lubbock BY (0*",I itle: Date: City of Lubbock TXEQNBQ.Ise EXHIBIT G INSURANCE COVERAGE REQUIREMENTS TIO.. Sutro & Co., Incorporated 370 17th Street, Suite 1300 Denver, Colorado 80202 FROM: City of Lubbock 1624 13th Street, Room L-04 Lubbock, Texas 79401 SUBJECT: INSURANCE COVERAGE REQUIREMENTS 1. In accordance with Article VIII, Section 8.03 of the Agreement, we have instructed the insurance agent named below (please fill in name, address and telephone number) Tom. to issue: a. All Risk Physical Damage Insurance on the %aced equipment evidenced by a Certincate`of Insurance andLongE�t boss fable Clause use Sutro & Co., Inco ted'ils loss " g rW� Payce L . . . .- Coverage Required: Full Replacement Value '- b. Public Liability Insurance evidence by a Certificate of Insurance naming Sutro & Co., Incorporated and/or its assigns as an Additional Insured. Minimum Coverage Required: $100,000.00 per person $300,000.00 aggregate bodily injury liability $100,000.00 property damage liability OR 2. Pursuant to Article VIII, Section 8.03 of the Agreement, we are self -insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the stature authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time that the equipment is delivered to us. By. Dated City of Lubbock TXEQNBQ.Ise tom. Fa,1„ 8038-G information Return for Tax -Exempt Governmental Obligations o Under Internal Revenue Code suction 149(e) pMB No. 1545-0720 (Rev. May 1993) P See separate Instzuctions. oeoartrns,x or the T"""^ IMr!1 Raverw Serwcy (Use Form 8038-GC 0 the issue price is under $100,000.) 1: M- 111111 Reoartina Authoritv If Amended Return. check here ► f-1 1 issuer's name 2 Issuer's employer identification number City of Lubbock 3 Number and street (or P.O. box if mail is not delivered to street address) Roomisuite 4 Report number 1624 13th Street, Room L-04 G19 94 5 City, town, state, and ZIP code 6 Date of issue Lubbock, Texas 79401 7 Name of Issue 8 CUSIP Number Municipal Lease and Option Afneement of Issue (check applicable box(es) and enter the issue Issue price 9 ❑ Education (attach schedule -see instructions) . . . . . . . . . . . . . . . . . 10 ❑ Health and hospital (attach schedule -see instructions) . . . . . . . . . . . . . . 11 ❑ Transportation . . . . . .__.; . . . . . . . . . . . . . . . . . . 12 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . 14 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ❑ Other. Describe (see Instructions) ► 17 If obligations are tax or other revenue anticipation bonds, check box ► ❑ 18 If obligations are in the form of a lease or installment sale, check box Illo- EX-MM11 Descrintion of abliaations MENW/1-000/1 19 Final maturity. Uses of original Proceeds of Bond Issue (including underwriters' discount 21 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 21 ,A 22 Issue price of entire issue (enter, amount from line 20, column (c)) . . . . . 22 23 Proceeds used for bond issuance costs (including underwriters' discount) 23 24 Proceeds used for credit enhancement . . . . . . . . . . . 24 25 Proceeds allocated to reasonably required reserve or replacement fund 25 26 Proceeds used to refund prior issues 26 27 Total (add lines 23 through 26) . . . . . . . .127 N A 28 Nonref,unding proceeds of the issue (subtract line 27 from line 22 and enter amount here) . 28 Description of Refunded Bonds (complete this part only for refunding bonds) 29 Enter the remaining weighted average maturity of the bonds to be refunded . . . . . ► yew 30 Enter the last date on which the refunded bonds will be called . . . . . . . . . .. 31 Enter the dates) the refunded bonds were issued ► Miscellaneous 32 Enter the amount of the state volume cap allocated to the issue . . . . . . . . . . ► 33 Enter the amount of the bonds designated by the issuer under section 265(b)(3XBXWWQ (small issuer exception) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make loans to other govemmental units D b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► _ 35 If the issuer has elected to pay a penalty in lieu of rebate, check box ► ❑ Under pennies of penury, i declare that i have exammed this return ara accompanying schedules and stmwroems, and to the hest of my knowledge and belief, they are true, correct, and complete. Please Sign Here signature or officer vase or print name and We For Paperwork Reduction Act Notice, we page 1 of the Instructions. Cat. No. 63T= Form ii JW-U (Rev. tl-SM W. Gotiermont PMWV OMM 1093 — 343A3dWI W MPWTANT -MAD B45TRUCTKM ON SACK SEPME FLUNG OW ROPIN - DO NOT DETACI-; S- e 1 11. [] cxtEcicro tEQul✓sT eAME OE6TOR SEAM" CE.RTMATE. QNSTRUCTM 8.11) I. DEBTOR (IF PERSONAL) tAST NAME FIRST NAME City Of Lubbock ALL IA. Priem IS. StII 1Q MAM. Q AWRESS 524 13th Street- Room L-04 10. C(IY. STATE Lubbock TB IF- Zip CODE 79401 Z. ADOtiIONAL DEBTOR (r PEii90NAt) LAST NAME I FMT NAARE f M L 20L PREM 28. SUFM 2CL MAILING AEK)RESS 20. WY. STATE RE. ZIP CODE Z ADOCTMAL DMOR OF PUMNM) LAST NAME I FIRST NAM>= VALL 3A. Kam 30- SUFFIX 3G MAKS40 ADORGSS 30. CITY. STATE SE. ZIP CODE SECUf= PARRY OF PEIi"AI.) LAST NAME Fifi3! NAME rSutro &.Co. InCOK20rated M.L 4A. &WLU40 ARwREaS- 370 17th Street Suite 1300 4Ri CITY, STATE De 0 180202 4Q ZIP CODE S. ASMNEE OF SECURED PARTY (IF ANY) BA. MAIUNO ADDRESS B8 CR V. STATE 6C ZS' - d We FwANCM STATEMENT oovm #w Mtowing Wpee or Ita-go of PrOP W Of ColinsWW Is croM Nxhw . tfntl br at v*wrats, twid ftwinxWon & 6-74 V& IM ffat. 1 Dopy ax KAW '-Barbara Car*++ axu co 17JL gutro & Co., Incorporated Coy STATE 370 17th Street, Suite 1300 Ar Denver, 00 80202 Is L -1 VrA=4J FOM — FOi L1J VWV-1L+IXO ISM Or+=E OF 111E s T*M OF erATE OE TOM OW-WOM FROM: Rye', Inc. 514 FICIUM ST. P.C. BOX 219 ANOKA, VM 55303 (1) FILM OMCER COPY-11HE ERICAL