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HomeMy WebLinkAboutResolution - 6481 - Contract - Municipal Services Group Inc.- Four Wheel Drive Articulated Loader - 08_26_1999Resolution No. 6481 Aug. 26, 1999 Item No. 32 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a contract for Lease/Purchase Four Wheel Drive Articulated Front Loader, by and between the City of Lubbock and Municipal Services Group, Inc. of Littleton, Colorado, and related documents. Said contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 26th day c ATTEST: Kaythi arnel , City Secretary APPROVED AS TO CONTENT: VIt-;I,_- fo 1:j; Victor Kilman, Purchasing Manager APPROVED AS TO FORM: William de Haas Competition and Contracts Manager/Attorney gs:ccdocs/Lease/Purchase Four Wheel Dr. Res August 18,1999 Resolution No. 6481 Aug. 26, 1999 Municipal Item No. 32 Services Group, Inc. 5125 S. Kipling Parkway - Suite 300 A Littleton, CO 80127 A 1-800-630-3100 A Fax 303-933-9991 Lease Purchase Agreement LESSEE: City of Lubbock AGREEMENT #S406 This Agreement is a binding contract between Municipal Services Group, Inc. (MSG) and the lessee (you). 1. The Agreement. In executing this Agreement, you agree to rent the equipment described in Exhibit B (the Equipment). Exhibit B also sets forth the terms of the Agreement, including the commencement (or "Dated") date, which is the date when the term begins and your obligation to pay rent accrues. Rental payments should be paid to MSG as instructed, and must be paid only out of legally available funds. A portion of each rental payment represents interest, as shown on Exhibit B, and Exhibit B reflects an interest rate included in the rental payments. In order to maintain that interest rate, you must comply with the tax covenants described below and file informational federal tax Form 8038 G or, if applicable, Form 8038 GC. If not, each rental payment will be increased to compensate for the loss of the tax exemption status which was assumed in the initial interest rate. This form is included as a Supplement to the Agreement and will be filed by MSG. These are informational returns only and will not require you to pay a tax. This Agreement will automatically be renewed for each renewal term, unless it is terminated because of Section 11. 2. The Obligation to Make Payments. The initial term of the Agreement terminates on the last day of your then current fiscal year, and the term will automatically be renewed at the end of the initial term or any renewal term for an additional one year unless you provide written notice to MSG at least 45 days prior to the end of the term then in effect of your intention to discontinue the Agreement, and MSG may then terminate this Agreement. Termination will be effective at the end of the last rental term for which the rent has been paid. If you provide notice within 44 days of the end of the term then in effect, such discontinuation shall be effective, but you will be obligated to pay to MSG damages in an amount equal to the rental payments to become due and owing during the first 90 days of the next term . You represent that your obligations under this Agreement will not violate any limitation on your creation of indebtedness under the laws of the state of Texas. 3. The Equipment. You agree and acknowledge that (i) you have selected the Equipment to be acquired by MSG and rented to you, (ii) the Equipment is, and during the period of this Agreement shall remain, personal property, (iii) the Equipment will have a useful life in your hands that is substantially in excess of the initial term and all renewal terms of this Agreement, and (iv) you do not intend to sell, or otherwise dispose of, the Equipment during the term of the Agreement. You may contact the seller of the Equipment directly, as MSG's agent, to effect the acquisition of the Equipment. When you accept the Equipment, you must deliver to MSG an Acceptance Certificate in the form of attached Exhibit D. 4. Security Interest andTitle of the Equipment. During this Agreement, you will have title to the Equipment, unless you default. You grant to MSG a first lien security interest in the Equipment and anything you attach to the Equipment, and all proceeds, including insurance proceeds. You agree to sign all documents and pay all fees requested by MSG to prefect, preserve, or maintain MSG's security interest. After you have paid to MSG all amounts due hereunder, MSG's security interest in the Equipment will be released, and you will have full title to the Equipment. 5. Option to Purchase at any Time. You may elect to purchase for cash all (and only all) of the Equipment at any time by paying the applicable purchase price plus accrued interest, if applicable, as shown in Exhibit B. 6. Responsibilities for Repair and Maintenance. You agree to maintain the Equipment in good condition and make all necessary repairs and replacements at your expense. You agree to maintain a maintenance log for the Equipment and permit MSG to inspect the Equipment and the log(s). You must have the Equipment serviced and repaired at your expense when servicing or repair is required within intervals not exceeding 125% of those recommended in the owner's manual(s). 7. Tax Covenants. You will not make or direct any use of the proceeds of the obligation provided herein or any other funds which will cause such obligation to be an "arbitrage bond" within the meaning of Section 148 of the federal tax code (the "Code"), to be "federally guaranteed" within (he4nepriing of Section 149 of the Code, or to be a "private activity bond" within the meaning of Section 141(a) of the Code. To that end, so long as any rental payments are unpaid, yqu, with respect to such proceeds and such other funds, will comply with all requirements of such Code sections and all regulations of the United States Department of the Tteasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect. Furthermore, to the extent applicable pursuant to Section 148(f) of the Code, you covenant to complete or cause to be completed all reporting requirements and rebate all positive arbitrage to the United States of America. You covenant that the Equipment will be used only for the purpose of performing one or more of your governmental or proprietary functions, and the Equipment will not be used in a trade or business of any person or entity other than you on a basis different from the general public. You will not use or permit the use of the Equipment by any person for a "private business use" within the meaning of Section 141(b) of the Code in such manner or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. The parties will cooperate in performing all acts and things legally required or desirable in order to assure that the interest component of the rental payments will not be included in the gross income of MSG or its assigns for federal income tax purposes. 8. Your Risk of Loss or Damage. You agree to bear all risk of loss, damage, destruction or theft of the Equipment. You must maintain insurance of the types and in at least the amounts shown on Exhibit C, directing your insurance company to give MSG a certificate showing MSG as lender loss payee and an additional named insured. If you do not maintain the required insurance, MSG may obtain it and charge you for it. You must give MSG prompt notice of (1) the loss, theft, or destruction of any part of the Equipment, (2) any damage to the Equipment exceeding $500, or (3) any claim arising out of the ownership, maintenance, storage or use of the Equipment. The parties will cooperate in deciding if insurance proceeds will be applied to the repair of the Equipment or to its purchase price. if MSG receives insurance proceeds exceeding the amount of the purchase price shown on Exhibit B, plus interest, or the amount required to complete the work, MSG agrees to forward the excess proceeds to you. 9. Protect and Hold Harmless Provisions. Except for the intentional or negligent acts of MSG arising out of entering into this Agreement, including any misstatement of material fact, in connection with any transfer of this Agreement, because you have selected the Equipment for your use and purposes, and because you operate and maintain the equipment, to the extent permitted by Texas law, you agree to protect and hold harmless MSG against any and all loss, damage, injury, claims, taxes (excluding MSG's income taxes), fees, fines, penalties, and expenses (including legal fees and expenses) of every kind that relate to the use, operation, ownership, condition or maintenance of the Equipment. Your obligation to protect and hold harmless MSG will continue after termination of the Agreement as to all matters except those which arise from MSG's (or anyone MSG sells or re -leases the Equipment to) use, operation, ownership, condition or maintenance of the Equipment following termination. 10. Warranty. MSG MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO MER- CHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE. THIS SECTION IN NO EVENT IS INTENDED TO AFFECT THE WARRANTIES OR REPRESENTATIONS CONTAINED IN ANY CONTRACT ENTERED INTO FOR THE ACQUISITION OF THE EQUIPMENT. 11. Termination. This Agreement will terminate: (1) upon payment of all amounts due hereunder by you to MSG; (2) at the time and for the reason set forth in Section 2; (3) if you have returned the Equipment and paid all amounts due through the end of the tern then in effect, including interes, (4) upon your purchase of the Equipment under Section 5 and your payment of all amounts due, (5) at MSG's option if you default as described in Section 12, and (6) if all or any portion of the Equipment has been lost, stolen or damaged beyond repair, upon MSG's receipt of insurance proceeds covering the purchase price of the lost, stolen or damaged Equipment. When this Agreement terminates, if you have not paid to MSG all amounts due hereunder, you must, at your expense, return the Equipment you have not purchased to MSG at the address specified by MSG, in as good condition as when you received it, ordinary wear excepted. You must remove all signs and markings and make all repairs (other than for ordinary wear) requested by MSG. If you do not, MSG may do so and charge you for it. No prepaid interest will be rebated to you upon termination. 12. Default. You will be in default if you fail to perform any agreement of yours in this Agreement or any of your representations are found tote false or misleading. If any such default occurs, MSG, without notice or demand, may declare this Agreement in default and declare all amounts eligible or actually appropriated for rental payments under this Agreement to be immediately due and payable. Equipment must then be returned to MSG (at address specified by MSG) at your expense, and the Equipment and all your rights therein shall be deemed surrendered to MSG. Upon declaration of default, MSG may repossess the Equipment with or without process of law, and for the purposes may enter upon any of your premises or others' premises, wherever the Equipment may be found, without liability therefor. MSG may recover from you any unpaid amounts due or to become due for the rest of the rental term, together with all expenses including attorney's fees and legal expenses (to the extent permitted by law) incurred by MSG to enforce its rights. The repossession and sale of the Equipment shall not affect MSG's right to recover from you all damages which MSG has suffered because of your breach. MSG may sell or re -lease the Equipment with or without advertisement, at public or private sale or leasing, without notice to you, free of any of your interest, without any duty to account to you for MSG's actions or inaction or for any sale or re -lease proceeds. The proceeds of any sale or re -lease will be applied in the following order: (1) to the expenses (including attorney's fees) associated with the default, repossession and restoration of title to MSG; (2) to the purchase price; and (3) if any proceeds remain, to you. If MSG is unable to repossess any Equipment after a default, the Equipment shall be deemed to have suffered a total loss compensable under Section 8. MSG may also enforce your performance of your covenants or recover damages for the breach of those covenants. MSG's rights and remedies in this section are not exclusive but are cumulative and in addition to all other rights and remedies that MSG has at law or in equity. 13. Liens. This Equipment must be kept free of all liens and encumbrances, except MSG's security interest, at all times. 14. Limitation on Assignment. Assignment or sublease of this Agreement or any interest in it or the Equipment without MSG's prior written consent is prohibited. In no event may you assign or sublet this Agreement or any interest in it or the Equipment to a non -governmental entity. MSG may assign or sell its interest under this Agreement, in whole or in part, without your consent, but the assignment will not be effective until you have received notice disclosing the name and address of assignee. 15. Late Charges. If you do not pay rental payments due under this Agreement on their due date, you must pay a late charge of $25.00 plus an additional finance charge. The finance charge accrues on the principal portion of the purchase price at the rate equal to the lesser of (1) 18% or (2) the highest rate allowed by law. 16. Exhibits. All Exhibits and Supplements attached hereto are part of this Agreement, incorporated herein by reference, and must be executed by you. 17. Other Terms. This Agreement constitutes the entire agreement between the parties as to the subject matter it covers and may not be changed except by a written agreement signed by you and MSG. If any part of this Agreement is or becomes invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect the other or remaining provisions hereof. This Agreement and all rights and actions arising under it shall be governed by the laws of the state of Texas. 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 shall be effective only in the specific instance and for the specific purpose given. This Agreement may be executed in several counterparts. All notices must be LESSEE: Cityof Lubbock X44 kA BY Title- WINDY SI N, MAYOR Date LESSOR: Municipal Services Group, Inc. Certification by Lessee's Counsel: The foregoing Lease Purchase Agreement has been duly authorized and executed and is legal, valid and binding. ATTE T: ATTORNEY FOR LESSEE: 1, 1 _ . A Name (Please print): WILLIAM DE HAAS, COMPETITION &CONTRACTS KAYT3tE DARNELL, CITY SECRETARY MANAGER Name & Address of Firm: CITY OF LUBBOCK PO BOX 2000 EXHIBIT A RESOLUTION OF GOVERNING BODY EXTRACT OF MINUTES LESSEE: City of Lubbock At a duly called meeting of the governing body of Lessee held on the 26th day of August , 19 99, the following resolution was introduced and adopted. RESOLVED, 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 Lease Purchase Agreement No. S406 (the `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, WHEREAS, the governing body hereby directs its legal counsel to review the Agreement and negotiate appropriate modifications to said Agreement so as to assure compliance with state law and local statutory law, prior to execution of the Agreement by that person so authorized by the governing body for such purpose, BE IT RESOLVED, by the governing body of Lessee that: Finding: Authorized Officers. The terms of said 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 the Agreement and any related documents necessary to the consummation of the transactions contemplated by the Agreement. RESOLVED, the acquisition of the Equipment, under the terms and conditions provided for in the Agreement, is necessary, convenient, in the furtherance of, and will at all times be used in connection with, the Lessee's governmental and proprietary purposes and functions and are in the best interests of the Lessee, and no portion of the Equipment will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State on a basis different from the general public. RESOLVED, the Lessee covenants that it will perform all acts within its power which are or may be necessary to insure the maintenance of its legal status as being a duly organized and existing entity under the laws of the State, which status is the basis for the interest portion of the rental payments coming due under the Agreement to at all times remain exempt from federal income taxation under the laws and regulations of the United States of America as presently enacted and construed or a� hereafter a ed. WINDY SITTON, MAYOR Name of Party to Lease Agreement and Exhibits Titre Full Force and Effect. 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 Agreement is the same as presented at said meeting of the governing body of Lessee. Iraj-', lk "T E DARNELL, CI Y SeCRF9,ARY Board Secretary/Clerk 1. The Equipment which is the subject of the Lease Purchase Agreement is: One (1) 4-Wheel Drive Case 621C Articulated Front Loader 2. Fixed Interest Rate: 5.29% Provided all documents have been returned in a form acceptable to MSG within thirty days of the Dated Date (the 'Period"), the fixed interest rate will remain in effect during the Period. If all documents have not been returned within the Period, MSG reserves the right to adjust and determine a new fixed interest rate. Dated Date: August 15, 1999 PMT PAYMENT PRINCIPAL INTEREST PURCHASE # DATE PAYMENT PORTION PORTION PRICE 1 2 Upon Delivery 15 - Aug-00 18,326.73 18,326.73 18,326.73 14,912.03 0.00 65,747.61 3 4 15 - Aug-01 15 18,326.73 15,700.87 3,414.71 2,625.86 50,379.53 34,319.88 5 - Aug-02 15 - Aug-03 18,326.73 18,326.73 16,531.44 17,405.94 1.795.29 17,537.54 920.79 0.00 TOTAL 91,633.65 82,877.0-0 8,756.65 3. The physical address of the Equipment, when not in operation, will be: 329 MUNICIPAL DRIVE LUBBOCK TX 79403 4. Address of the Lessee, for notification purposes, is: 324 MUNICIPAL DRIVE LUBBOCK TX 79403 S. Address of Municipal Services Group, Inc., for notification purposes, is: 5125 South Kipling Parkway, #300 Littleton, Colorado 80127 LESS . City of Lubbock r AMBY KA IRETARY DARNELL CITY -Title: WINDY SITTON, MAYOR EXHIBIT C RISURANCE COVERAGE REQUiREMF.MS 1. In accordance with Section 8 of the Lease Purchase Agreement, we have instructed the insurance agent named below (please fill in name, address, contact person, telephone and facsimile numbers) to issue: a. All Risk Physical Damage Insurance on the leased Equipment (as defined in the Agreement) evidenced by a Certificate of Insurance and Long Form Lender Loss Payable Clause naming Lessor 'and/or its assigns' as Lender Loss Payee. b. Public Liability Insurance evidence by a Certificate of Insurance naming 'Lessor and/or its assigns' as an Additional Insured. Minimum Coverage Required: $500,000.00 per person $500,000.00 aggregate bodily injury liability $300,000.00 property damage liability m 2. 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 statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided to MSG prior to the time that the Equipment or Unit thereof is delivered to us. ATTEST: LESS ity of Lubbock I./bhkLk' YT DARNELL ta"tBy' t1A i, CITY ECRETARY Title: WINDY SI N r MAYOR ACCEPTANCE CERTIFICATE The undersigned, as Lessee under the Lease Purchase Agreement (the 'Agreementm) numbered 5406, with / Municipal Servic rou , Inc., acknowledges receipt in good condition of the Equipment described in the Agreement this 1999 and cerdfits that MSG has fully and satisfactorily performed all of its covenants and obligations required under the Agreement. Lessee confirms that it will commence payments in accordance with the terms of the Agreement. The undersigned officer of the Lessee hereby reaffirms in all respects the provisions relating to arbitrage contained in the Agreement, and represents that, to the best of his or her knowledge, information and belief, the expectations therein expressed were reasonable as of the date on which they were made, and are reasonable as of this date, and that there were,, and are as of this date, no facts, estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein. LES • City of Lubbock / L ay: Title: WINDY SITT9N, MAYOR * Date changed to actual date receipt of vehicle,- CERTIFICATE OF SELF-INSURANCE The undersigned officer of the City of Lubbock, Texas, a Texas home rule municipality, hereby certifies that the City of Lubbock is self -insured for workers' compensation, auto liability, and general liability in accordance with the laws of the State of Texas and that the current balance of the self-insurance fund is $5,136,957. The existing cash asset balance is $8,907,263 as of the date stated below. Leisa Hutcheson Date: September 30,1998 Risk Management Coordinator GASAFETY DOCUMENTS\CERTINS98.doc Forth 8038-GC Information Return for Small Tax -Exempt Governmental Bond Issues, Leases, and Installment Sales OMB No. lsas-orro lRe"• May 1995) ► Under Internal Revenue Code section 149(s) ► For calendar year ending 19 ..... Depwl:Ta,tsnw �sM,s sft � (Use Form 8038-G If the Issue puce of the Issue Is $100.000 or more.) • Reporting Authority Check box if Amended Return ► ❑ 1 Issuer's name 2 Issuer's employer identification number City of Lubbock (P 0006go 3 Number and street (or P.O. box if mail is not delivered to street address) 06awsulte P. 0. Box 2000 4 City, town, or post office, state, and ZIP code Lubbock, TX 79457 Of 5 Issue price of small tax-exempt governmental obligations reported on this form. , 6 Check the box that most nearly approximates the weighted average maturity of the obligation(s): a ® Less than 5 years b ❑ From 5 to 10 years c ❑ More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligation(s): a ❑ Less than 5% b ® From 5% to 10% c ❑ More than 10% 8 Total issue price of the obligation(s) reported on line 5 that is/are: a Obligation(s) issued in the form of a lease or installment sale . . . . . . . . . . . . b Obligation(s) designated by the issuer under section 265(b)(3)(B)oi 011) . . . . . . . . . c Obligation(s) issued to refund prior issues . . . . . . . . . . . . . . . . . . d Loans made from the proceeds of another tax-exempt obligation . . . . . . . . . . 64,550.00 ea 64,550.00 8b 8c 8d 9 Check box if issuer has elected to pay a penalty in lieu of arbitrage rebate . . . . . . . . . . . . . . ❑ Under penalties of perjury. I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Please and belief. they are true. corZ and complete. Sign c WOODY WILSON, FLEET SERVIG Here Issuer's authorized tative Date Type or print name and title Paperwork Reduction-Ac�ice 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. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time is: Learning about the law or the forth . . . . 1 hr., 46 min. Preparing the form . . . 2 ttr.. 50 min. Copying, assembling, and sending the form to the IRS 16 min. 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, Attention: Tax Forms Committee. PC:FP, Washington, DC 20224. DO NOT send the form to this address. Instead, see Where To File on page 2. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 8038-GC 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 Issuers of tax-exempt governmental obligations with issue prices of less than $100,000 must file Form 8038-GC. Issuers of a tax-exempt governmental obligation with an issue price of $100,000 or more must file Form 8038-G, Information Retum for Tax -Exempt Governmental Obligations. Filing a separate return. —issuers have the option to file a separate Form 8038-GC for any tax-exempt governmental obligation with an issue price of less than $100,000. Each such separate return should specify the calendar year in which the Issue was issued. An issuer of a tax-exempt bond used to finance construction expenditures must file a separate Form 8038-GC for each Issue to give notice to the IRS that an election was made to pay a penalty in lieu of arbitrage rebate (see line 9 Instructions). Filing a consolidated retum.—For all tax-exempt governmental obligations with Issue prices of less than $100,000 that are not reported on a separate Form 8038-GC, an Issuer must file a consolidated information return including all such issues Issued within the calendar year. Thus, an issuer may file a separate Form 8038-GC for each of a number of small issues and report the remainder of small issues issued during the calendar year on one consolidated Form 8038-GC. However, a separate Form 8038-GC must be filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. Cat. No. 64108E Form 8038-GCS (Rev. 5-9p November 17, 1999 Mr. Ron Shuffield City of Lubbock PO Box 2000 Lubbock, TX 79457 Resolution No. 6481 Aug. 26, 1999 Item No. 32 Re: Municipal Lease 'and Option Agreement #S406, between the City of Lubbock and Municipal Services Group Dear Mr. Shuffield: From time to time MSG's financial activities encompass effecting the private placement of certain portfolio acquisitions. Accordingly,and in the case of your lease, MSG has issued an assignment pursuant to Section 12.01, to Norman Wasserman Rev. Trust UAD 10/19/84. Please note that payments should be sent directly to Norman Wasserman, c/oNorman Wasserman Rev, Trust UAD 10/19/84, 2800 S. Ocean Blvd. APT. 5- A, Boca Raton, FL 334328333. Please acknowledge this assignment by executing at the bottom of the page, retain one copy for your file and return the original to my attention. Thank you. Sincerely Tertia Dvorchak Portfolio Administrator ACKNOWLEDGEMENT The Lessee under the above described Municipal Lease and Option Agreement Numbered #S406 does hereby acknowledge the Assignment effected above, and acknowledges that Assignee does not assume the obligations of the lease other than as specifically set forth. LESSEE: ity of Lubbock By: 01&k WINDY SITTON Title: 1 4 Mayor ATTEST: , Darnell, APPROVED AS ,TO CONTENT: Owner's presen tive APPROV D AS TO FORM: g- City Attorney 6125 Soaa,1jPIC PWAh • Soft WO • L tleft4 C km*, 4! 1W a eat MIM&ass� • ftr aos MOM we • enmd