HomeMy WebLinkAboutResolution - 2009-R0050 - Master Lease Agreement - Banc Of America PCC - Lease Financing For Equipment - 02/12/2009Resolution No. 2009-RU050
February 12, 2009
Item No. 5.5
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock hereby authorizes and directs the
Mayor of the City of Lubbock to execute a Master Lease Agreement by and between the
City of Lubbock and Bane of America Public Capital Corp of San Francisco, California,
to provide financing for leasing of equipment by the City of Lubbock, which Agreement
and any associated documents, are attached hereto and made a part of this Resolution for
all intents and purposes.
Passed by the City Council this 12th day of February _ , 2009.
TOM MARTIN, MAYOR
ATTEST:
ReVocca +sarza, City
APPROVED AS TO CONI ENT:
Andy B sham, Chief financial Officer
APPROVED AS TO FORM:
andiver, City ,Attorney
DDresf BOA-MasterLease09Con Res
February 3. 2009
Resolution No. 2009-ROO50
RFP #06 -050 -MA, Master Municipal Lease Agreement
MASTER LEASE AGREEMENT
THIS MASTER LEASE AGREEMENT is made, as of February 14*L2009, between Banc of America Public Capital Corp
("Lessor") and the City of Lubbock, Texas ("City or Lessee").
The City desires to enter into arrangements for the lease purchase of various equipment. Lessor desires to provide for the
financing of such equipment by leasing such equipment to the City and the City desires to lease such equipment from the Lessor.
The City and the Lessor, for the consideration specified, agree as follows:
I — DEFINITIONS
1.1 Acquisition Period: means the period commencing upon execution of this Agreement and continuing through
September 30, 2009 unless the Acquisition Period is extended as provided in Section 3.2. All Appendices received by
the Lessor during the Acquisition Period shall be governed by the terms and conditions of this Agreement.
1.2 AA rte: means this Agreement as the same may be amended and supplemented from time to time in accordance
with its terms.
1.3 Appendix: means each Equipment List and Payment Schedule submitted by the Lessee substantially in the form
attached hereto.
1.4 Code: means the Internal Revenue Code of 1986, as amended.
1.5 Contract Documents: consist of this Agreement, Exhibit A (Statement of Essential Use), Exhibit B (Statement of
Insurance Coverages), Exhibit C (Certificate of Counsel), Exhibit "D" (Form Appendix) and each Appendix consisting
of Part I (Equipment List) and Part 2 (Payment Schedule), and Invitation to RFP Number. Where the terms and
provisions of the Agreement vary from the terms and provisions of the other Contract Documents, the terms and
provisions of the Agreement shall prevail over the other Contract Documents.
1.6 Equipment; means the items of new or reconditioned personal property leased to Lessee for a term not exceeding the
useful life of the item pursuant to this Agreement and listed in an applicable Appendix all as acceptable to the Lessor.
1.7 Financing Request Date: means the date on which an Appendix is mailed via overnight delivery to the Lessor.
1.8 Index: The average weighted life interest rate swap index based on a three, five, seven or ten year term. Interest will be
calculated on the basis of a year with 360 days consisting of twelve 30 -day months. The rate of interest to be charged
for each equipment purchase, or groups of equipment purchases, will be determined and fixed as of the Financing
Request Date.
1.9 Lease Payment: means a payment made by the City to the Lessor as specified herein.
1.10 Lessor Payment Date: means each date on which a payment is made by the Lessor pursuant to Section 4.2.
1.11 Payment Schedule: means the document substantially in the form of Part 2 of the Appendix establishing the repayment
schedule for an Appendix.
1.12 Term or Term of this Agreement: means the period beginning with the execution of the Agreement by both parties and
ending on the date when the final Lease Payment has been paid.
11—GENERAL
2.1 The purpose of this Agreement is to provide for the terms of the lease of the Equipment by the Lessor to the City.
Payment obligations of the City with respect to Equipment acquired under this Agreement begin when the City executes
an Appendix, as set forth on Exhibit "D" attached hereto.
2.2 The obligation of the Lessee to make Lease Payments under this Agreement is subject to annual appropriation by the
City Council. NEITHER THE CITY'S FULL FAITH AND CREDIT NOR ITS TAXING POWER IS PLEDGED
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BY VIRTUE OF THIS AGREEMENT. THIS OBLIGATION SHALL NOT CONSTITUTE DEBT OF THE
CITY WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS.
2.3 The Lessor agrees to lease to the City the Equipment described in the Part i of each properly executed Appendix
(Equipment List) for the consideration indicated in Part 2 of the Appendix (Payment Schedule) and the City agrees to
lease such Equipment from the Lessor. The City shall be entitled to retain possession of the Equipment as long as the
City is not in default under this Agreement and an event of non -appropriation has not occurred.
2.4 No Equipment items shall be acquired on behalf of Lessee under this Agreement by the Lessor or will be paid for by
Lessor, until the Lessor has been provided an Appendix signed by the City.
3. 111— TERM
3.1 The term of each Appendix entered into pursuant to this Agreement shall be for a period of three (3), five (5), seven (7)
or ten (10) years, as determined by the City and the Lessor, and as shown in each applicable Appendix, beginning on the
applicable Lessor Payment Date of the applicable Appendix and will be terminated, except as otherwise provided in this
Agreement, on the last payment date described in Part 2 of the applicable Appendix.
3.2 The term of the Acquisition Period may be extended for two additional periods of twelve (12) months each beyond the
initial term of the Acquisition Period. Such extension or extensions will be upon mutual agreement of the City and the
Lessor, and will be accomplished by a document extending the Acquisition Period, duly executed by the City and
Lessor prior to September 30, 2009, and if mutually agreed to further extend the Acquisition Period one additional
annual period, on or before September 30, 2010.
IV — PAYMENT
4.1 Amount and Times of Payment by Lessee: The total purchase price for Equipment indicated in each Appendix shall be
reimbursed to the City by the Lessor and the City shall pay the Lessor the Lease Payments in the amounts and on the
dates indicated in each Appendix. The interest component of the initial Lease Payment with respect to each Appendix
shall include accrued interest from the date the Lessor reimburses the City for the Equipment. All interest payments
including payments for partial months and accrued interest shall be calculated on the basis of a year with 360 days
consisting of twelve 30 -day months. A fixed rate of interest will be established by executing of an Appendix as set forth
on the Appendix, Part 2. The rate under each Appendix will be determined by multiplying the 0.655 times the
applicable Index and adding an interest rate margin such margin to be determined by the Lessor every ninety days.
Notwithstanding anything contained in this Agreement or any Appendix to the contrary, in the event any material
change shall occur in the financial markets after the date of the execution of this Agreement, including but not limited to
any governmental action or other event which materially adversely affects the extension of credit by banks, leasing
companies or other lending institutions, the Lessor may modify the pricing under this Agreement with respect to any
Appendix to be executed after the date of such market disruption based upon such market conditions in the Lessor's sole
discretion.
The net effective interest rate may not exceed the net effective interest rate of which public securities may be issued in
accordance with Chapter 1204 of the Texas Government Code. In the event the net effective interest rate does so exceed
such rate, the net effective interest rate in such instance, for all purposes hereof, shall be the net effective interest rate at
which public securities may be issued in accordance with Chapter 1204 of the Texas Government Code. Invoices shall
be submitted by the Lessor directly to the City at the City's address shown on the Appendix not less than 15 days before
the due date of each Lease Payment. All invoices shall show the Appendix number and the federal employer
identification number of the Lessor. Subject to Section 4.3, all Lease Payments will be made upon the City's receipt of
an accurate invoice meeting the requirements of this Agreement. If paid by wire transfer, the date of the City's wire
transfer shall be deemed to be the date of payment by the City to the Lessor. Subject to Section 4.3, there will be no
abatement or reduction of Lease Payments by the Lessee for any reason, including but not limited to, any defense,
recoupment, set off, counterclaim, or any claim arising out of or related to any defects, damages, malfunctions,
breakdowns or insuitability of the Equipment.
4.2 Amount and Times of PayMent by Lessor_: Payment by Lessor must be made to the City by the Financing Request Date of
an Appendix, as evidenced in writing and receipt of the documents described in Section 5.5(a). The amount of payment will
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be stated in the Appendix covering such Equipment. The date of the Lessor's wire transfer shall be deemed to be the
Lessor Payment Date.
4.3 Appropriation of Payments: Notwithstanding any provision in this Agreement to the contrary, all funds for payment by
the Lessee under this Agreement, including all Lease Payments, are subject to the availability of an annual appropriation
for this purpose by the City Council of the Lessee. While recognizing that it is not empowered to make any binding
commitment beyond the current fiscal year of the Lessee, it is the current intention of the Lessee to make sufficient
annual appropriations during the Term of this Agreement to pay all Lease Payments and other amounts required to be
paid by the Lessee under this Agreement. Failure to make any payments hereunder as a result of non -appropriation shall
not be deemed to be an Event of Default, but such failure shall entitle the Lessor to exercise the remedies set forth in
Section 4.6.
4.4 Events of Default by Lessee: Any of the following events shall constitute an Event of Default by the Lessee under this
Agreement, provided that no such default shall constitute an Event of Default unless it is not cured within thirty (30)
days after the receipt by the Lessee of written notice, as provided herein, thereof from the Lessor to the Lessee:
(a) The nonpayment of any Lease Payment required hereunder, or the default by the Lessee in the performance of
any of the obligations, covenants, terms and provisions contained or referred to in this Agreement; provided,
however, that failure to make any payments as a result of nonappropriation by the City Council shall not
constitute an Event of Default but shall entitle the Lessor to exercise the remedies set forth in Section 4.6.
(b) Any warranty, representation, or statement of Lessee contained in this Agreement proves to have been false in
any materia] respect when made or furnished.
(c) Loss, theft, substantial damage, destruction, except as provided in Section 5.7, sale or encumbrance, subject to
Section 5.4 and Section 7.1, of or to any of the Equipment, or the making on any levy, seizure or attachment
thereof or thereon provided that the Lessee is not taking reasonable steps to replace, repair, or remove any
encumbrances from such Equipment.
(d) Proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted by or
against the Lessee, or a receiver, custodian or similar officer shall be appointed for the Lessee or any of its
property.
4.5 Events of Default by Lessor: Any of the following events shall constitute an Event of Default by Lessor under this
Agreement:
(a) Late payment by Lessor for Equipment following timely notification and documentation from the City with
respect to such Equipment as per Section 4.2.
(b) Lessor's failure to observe any of the covenants and requirements of this Agreement.
(c) Any warranty, representation, or statement of Lessor contained in this Agreement proves to have been false in
any material respect when made or furnished.
4.6 Remedies of Lessor: Upon the occurrence of an Event of Default or event of nonappropriation by the Lessee, then
Lessor may, as its option, take any one or more of the following actions with respect to the Appendix wherein such
Event of Default or non -appropriation has occurred:
(a) Declare the entire amount of unpaid Lease Payments due under the Appendix wherein such Event of Default or
non -appropriation has occurred to be immediately due and payable, without further notice;
(b) Repossess any Equipment under the Appendix wherein such Event of Default or non -appropriation has
occurred or sell or lease such Equipment in a commercially reasonable manner, and in accordance with
Chapter 9 of the Texas Business and Commerce Code, through public or private transaction after giving Lessee
reasonable prior written notice with or without having such Equipment at any such sale or leasing. Lessor may
purchase all or part of the Equipment at any such sale or leasing. The proceeds of any sale or leasing will be
applied to the payment of the unpaid balance of Lessee's obligations under this Agreement and Lessor shall
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have no further rights or recourse under this Agreement against Lessee with respect to such repossessed
Equipment except to recover any amounts then appropriated and unexpended by Lessee to make Lease
Payments under this Agreement. To the extent the proceeds of any such sale or leasing exceed the amount
required to pay the unpaid balance of Lessee's obligations under this Agreement, such excess shall be paid to
Lessee; or
(c) Terminate the Lessor's obligation to fund any future Appendix under this Agreement.
Lessor's attempt to exercise any of the remedies herein entitles Lessee to prepay all amounts due under the Appendix
wherein such Event of Default or non -appropriation has occurred, without notice to Lessor, as provided in Section 7.1
and Section 7.2 herein, notwithstanding any provisions to the contrary contained herein.
4.7 Remedies of Lessee: Upon the occurrence of an Event of Default by Lessor, the Lessee may, at its option, take any one
or more of the following actions:
(a) Institute any or all remedies available to Lessee as allowed by law, contract, equity or otherwise.
(b) Terminate this Agreement as to all or any part of the Equipment, provided that the Lessee prepays its
obligations in accordance with Section 7.1 with respect to any Equipment for which this Agreement will be
terminated.
V — RESPONSIBILITIES OF LESSEE
5.1 Care and Use of E ui ment: The Lessee shall use the Equipment or cause the Equipment to be used in a proper
manner, in compliance with all applicable laws and regulations, and at its sole cost and expense, service, repair and
maintain the Equipment so as to keep the Equipment in good condition, repair, appearance and working order for the
purposes intended, ordinary wear and tear excepted, and shall replace any material part of the Equipment as may from
time to time become worn out, lost, stolen, destroyed, damaged or unfit for use. Any and all additions to or
replacements of the Equipment and all parts thereof shall constitute accessions to the Equipment and shall be subject to
all the terms and conditions of this Agreement and included in the term "Equipment" as used in this Agreement.
5.2 Inspection: Subject to security regulations, laws, policies, and ordinances and other applicable laws, regulations,
ordinances and policies, Lessee will allow Lessor, with reasonable prior notice to Lessee, to enter premises where the
Equipment is located during normal business hours for the purposes of inspecting the Equipment and observing whether
Lessee is in compliance with its responsibilities under this Agreement.
5.3 Taxes and Licenses: It is the Lessee's good faith belief that the items acquired by it pursuant to this Agreement should
be exempt from the payment of Federal excise taxes and from all State and Local taxes imposed by the State of Texas or
its political subdivisions.
5.4 Assignment or Delegation of Lessee: Lessee may not assign all or any part of its rights and obligations under this
Agreement or in the Equipment to another party.
5.5 Delivery of Related Documents:
(a) For each item of Equipment, Lessee shall execute or deliver, as appropriate, the following documents:
(i) An Appendix in substantially the form attached.
(ii) To the extent required and as prepared by Lessor, financing statements or other documents to
evidence Lessor's security interest provided that such statements shall not impose liabilities and/or
responsibilities inconsistent with this Agreement.
(iii) A copy of IRS form $03$-G; original to Internal Revenue Service.
(iv) Certificates in substantially the form of Exhibit A relating to the essentiality of the Equipment and
Exhibit B relating to insurance coverage.
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(v) For any Appendix where the principal amount to be financed exceeds $5,000,000, an opinion of
nationally recognized bond counsel to the effect that the interest component of the Lease Payments is
excluded from the gross income of the Lessor under the Code.
(b) For each item of Equipment, Lessee shall provide upon written request of the Lessor, the City's maintenance
contract of the Equipment, if applicable.
(c) Upon the execution of this Agreement by Lessee, Lessee will provide a Certification of Counsel in the form
attached hereto as Exhibit C.
5.6 Liabilb and Proa Insurance: During the term of this Agreement, the Lessee agrees to provide the following
insurance coverages under Lessee's self insurance program or through its purchased commercial property insurance
policies:
(a) Insurance or self insurance in the amount of the full replacement cost of the Equipment against the risk of any
direct physical loss of or damage to the Equipment.
(b) Comprehensive general liability insurance or self insurance against liability for death or bodily injury and for
damage to property, arising out of the ownership, maintenance or use of the Equipment, which insurance
coverage shall not be circumscribed by any endorsements limiting the breadth of coverage (limited only as
may be provided in the standard form for such coverage at the time in use in Texas). The proceeds of such
insurance coverage shall be applied to satisfaction of the liability.
Lessee shall furnish to the Lessor evidence of the above coverages prior or contemporaneous to execution of the
Contract Documents.
5.7 Damage to or Destruction of Equipment: If after delivery of any Equipment to Lessee all or any material part of the
Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee shall as soon as practicable after such event
either: (a) replace the same at Lessee's sole cost and expense with Equipment of equal or greater value to the Equipment
immediately prior to the time of the loss occurrence, such replacement Equipment to be subject to Lessor's reasonable
approval, whereupon such replacement Equipment shall be substituted in this Agreement and other related documents
by appropriate endorsement or amendment; or (b) pay the applicable prepayment price (as set forth in Section 7.2
hereof) of the Appendix to which such Equipment belongs. Lessee shall notify Lessor of which course of action it will
take within thirty (30) days after the loss occurrence. In the event Lessor shall replace or repair the Equipment, as
described above, it shall be deemed that no Event of Default hereunder has occurred. Upon payment of the prepayment
price as set forth in Section 7.1 hereof with respect to any Appendix, this Agreement shall terminate with respect to the
relative Equipment and Lessee thereupon shall become entitled to such Equipment on an AS IS, WHERE IS basis and
Lessor makes no warranties or representations of any type as to the Equipment, except that such Equipment shall not be
subject to any lien or encumbrance created by or arising through Lessor.
5.8 Risk of Loss: Unless Section 6.9 of this Agreement is applicable, all risk of loss to the Equipment arising out of the
ownership, possession or use of the Equipment shall be borne by Lessee.
59 Application of Funds: All funds authorized or appropriated for payments under this Agreement shall be applied by the
City to such payment requirements to the extent required by this Agreement.
6. VI — EQUIPMENT
6.1 Title: Title to Equipment listed in an Appendix shall pass to the Lessee upon acceptance thereof. Title will revert to
Lessor upon the occurrence of the Event of Default, and expiration of the notice and cure period, under Section 4.4, or
upon non -appropriation of payments due regarding such Equipment listed in the applicable Appendix under this
Agreement.
6.2 Security Interest: The Lessee grants to Lessor and Lessor retains a purchase money security interest in the Equipment.
Lessee will not change or remove any insignia or lettering, which Lessor may place on the Equipment to indicate its
interest therein until all Lease Payments are made. Until all Lease Payments are made or prepayment is complete,
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Lessee shall keep the Equipment free from any lien, encumbrance or legal process, which would conflict with this
security interest.
6.3 Filing: Subject to the provisions of Section 5.5.a.ii, Lessee authorizes Lessor to make Lessor's security interest a matter
of public record by filings of any standard documents necessary for that purpose. Lessee agrees to sign or execute such
documents, if required, to evidence its consent to the filing. Lessee will provide sixty (60) days written notice to Lessor
that Equipment is being relocated to insure that Lessor may perfect additional filings as necessary.
6.4 Personal Property: The Equipment shall remain the personal property as defined in V.T.C.A, Local Government Code,
Subchapter A of Chapter 271, as amended, of the Lessee and shall not be deemed to have become real property
regardless of the manner in which it is affixed to real property.
6.5 Alternations, Additions, Attachments: Lessor hereby agrees to allow the Lessee to add and attach to the Equipment
such additional equipment, facilities or fixtures as the Lessee may subsequently acquire (exclusive of repair, service
replacement parts, which do not constitute new equipment, but shall become part of the Equipment) notwithstanding the
form of financing that the Lessee might use, which additional equipment, facilities or fixtures shall not be a part of or
subject to this Agreement, unless by express written amendment.
6.6 Removal of Alterations, Additions, Attachments: In the event title to the Equipment reverts to Lessor, Lessee, at its
own expense, will remove all alterations, additions and attachments and repair the Equipment as necessary so as to
return the Equipment to the condition in which it was furnished, reasonable wear and tear excepted. Lessee will not be
responsible for any maintenance repairs if the Equipment has been under a continuous maintenance agreement since it
was put into service and accepted by the City.
6.7 Return of Equipment: In the event title to the Equipment reverts to Lessor, as specified herein, for the Equipment listed
in any Appendix, Lessee shall deliver possession of the Equipment to Lessor at the premises of Lessee in the condition
in which the Equipment is required to be maintained according to this Agreement.
6.8 Quiet Enjoyment: The Lessee shall be entitled to possess and use the Equipment during the term of this Agreement
without interruption by the Lessor, provided that the Lessee has duly performed its obligations under this Agreement.
Any Equipment acquired under terms of this Agreement may be operated at any time at the convenience of the Lessee
(exclusive of time required for preventive maintenance, remedial maintenance and/or approved engineering changes).
There shall be no restrictions as to consecutive hours, length of personnel shifts, etc., unless such restrictions are
specifically incorporated in an Appendix. Lessee may make Equipment available to other users, provided that such use
is supervised by the City, such Equipment is used by other governmental units, and Lessor has consented in writing to
such use by a substitute user, such consent to not be unreasonably withheld.
6.9 Liability of Lessor: Notwithstanding Section 11.2 of this Agreement, in the event that the Lessor is required to perform
work at the Lessee's location and such work is performed by Lessor, its agents, employees, contractors or assigns the
Lessor shall (1) maintain such bodily injury and property damage liability insurance as necessary to protect itself from
claims arising out of performance of this Agreement, and (2) indemnify and hold harmless the City, its elected and
appointed officers, officials, agents, employees and designated representatives from and against any and all claims,
suits, actions, liabilities, and costs of any kind, including attorney's fees for bodily injury and damage to real or personal
property arising from or related to intentional or grossly negligent acts or omissions of the Lessor, its agents, officers,
employees, contractors or assigns.
VII — PREPAYMENT
7.1 Prepayment: Lessee shall have the right, exercisable as of any date following the first half of the term of the Appendix,
to prepay the principal amount outstanding under such Appendix in whole or in part, plus accrued but unpaid interest to
the prepayment date.
Lessee's right hereunder shall be exercised by:
(a) Lessee advising Lessor, at least thirty (30) days in advance in writing, of its intention to prepay its obligations
under any Appendix, the principal amount, the Equipment to which the prepayment is applicable, and the
effective date of that payment (Prepayment Date); and
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(b) Lessee paying Lessor the outstanding principal balance as of the Prepayment Date together with accrued but
unpaid interest from the most recent Payment Date to and including the Prepayment Date plus a premium equal
to (i) 3% of the outstanding principal balance if the Prepayment Date is within the first year of the second half
of the term of the Appendix, (ii) 2% of the outstanding principal balance if the Prepayment Date is within the
second year of the second half of the term of the Appendix, (iii) I% of the outstanding principal balance if the
Prepayment Date is within the third year of the second half of the term of the Appendix and (iv) no premium if
the Prepayment Date is on any date thereafter.
7.2 Lessee's Rights on Prepayment or PaMent in Full: Upon (1) Lessee's exercise of its right of prepayment in accordance
with the preceding subsection; or (2) Lessee's having satisfied all of its monetary obligations hereunder, Lessor shall
deliver to Lessee, at its expense, all documents necessary to evidence the termination of Lessor's interest of any kind in
the Equipment or portion of the Equipment to which the prepayment or payment applies and to confirm such Equipment
is free and clear of any claim or lien arising through Lessor.
S. VIII — ASSIGNMENT BY LESSOR
8.1 Right of Assignment: This Agreement shall be binding upon and inure to benefit of the Lessor and Lessee. This
Agreement, Lessor's rights hereunder, or the obligation hereby described is not assignable by Lessor without the prior
written consent of the Lessee such consent not to be unreasonably withheld or delayed.
IX — WARRANTIES AND REPRESENTATIONS
9.1 Warranties and Representations of Lessee: The Lessee represents and warrants to the Lessor that Lessee is duly
organized and validly existing and has the power and authority to enter into this Agreement and to carry out the terms
hereof including authority expressly conferred by V.T.C.A., Local Government Code, Subehapter A of Chapter 271.
The Lessee's obligations to make Lease Payments hereunder, as described in Section 2.2, are subject to annual
appropriation of sufficient funds each year by the City Council.
The Lessee represents and agrees that it will not submit any Appendix that requests a payment period longer than the
useful life of the Equipment to be leased.
The Lessee shall not use, permit the use of, or omit to use the Equipment acquired under this Agreement in a manner
which if made or omitted, respectively, would cause the interest portion of a Lease Payment to become includable in the
gross income, as defined in section 61 of the Code, of the Lessor for federal income tax purposes. Without limiting the
generality of the foregoing, unless and until the Lessee receives a written opinion of counsel nationally recognized in
the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the
exemption from federal income tax of the interest on any Lease Payment, the Lessee shall comply with covenants,
representations and warranties contained herein.
Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the Lessee shall at all times
exclusively operate and possess all Equipment the acquisition of which is to be financed directly or indirectly under this
Agreement, and not use or permit the use of such Equipment in any activity carried on by any person or entity
(including the United States or any agency, department and instrumentality thereof) other than a state or local
government.
The Lessee shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury
on Form 8038-G or such other form and in such place as the Secretary may prescribe.
9.2 Warranties and Representations of Lessor_ Lessor represents and warrants to Lessee that:
(a) Lessor is a corporation or other entity in good standing under the applicable laws of the State of Texas and has
the power and authority to enter into this Agreement and to carry out the terms hereof.
(b) Contract Documents executed by Lessor have been duly authorized, approved, executed and delivered by its
authorized representatives and constitute legal, valid and binding obligations of Lessor enforceable against
Lessor in accordance with their respective terms.
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10. X — MISCELLANEOUS PROVISIONS
10.1 Waiver: No delay or omission by Lessor or Lessee in exercising any right in any of the Contract Documents shall
operate as a waiver of that or any other right and no single or partial exercise of any right shall preclude Lessor or
Lessee from any further exercise of any right or remedy. Lessor or Lessee may itself cure any Event of Default of the
defaulting party without waiving the Event of Default and such cure shall not constitute a waiver of any prior or
subsequent Event of Default of the defaulting party.
10.2 Headinl~s: All section headings contained herein are for convenience of reference only and are not intended to limit the
scope of any provisions of this Agreement.
10.3 Severability: In the event any portion of this Agreement shall be finally determined by any court of competent
jurisdiction to be invalid or unenforceable, such provision shall be stricken and this Agreement, as modified, shall
continue in full force and effect.
10.4 Implementation: This Agreement shall be implemented by its execution or execution of Appendices hereto. For
purposes of construing a transaction as an integrated contract and for the purposes of the provisions of Section 8, the
following shall be considered a single transaction or legal binding agreement:
(a) This Agreement, which provides basic terms and conditions; and
(b) An executed Appendix, which provides for the description of the Equipment to be purchased, the payments
from Lessee to Lessor for the purchase of such Equipment and prepayment amounts.
10.5 Amendment: Neither this Agreement nor any of the other Contract Documents may be amended unless in writing,
signed by the parties hereto, and approved as to form by the City Attomey.
10.6 Contractual Records: All contractual books, records and other documents related to matters under this Agreement shall
be maintained and made available by Lessor to Lessee and its designated agents for a period of five (5) years after final
payment for purposes of audit and examination.
10.7 No Waiver: Nothing contained in this Agreement shall be deemed or be construed to be an express or implied waiver of
the sovereign immunity of the City of Lubbock or its officials, officers and employees, or a pledge of the full faith and
credit of the City.
10.8 ENTIRE AGREEMENT: THIS AGREEMENT, THE CONTRACT DOCUMENTS IDENTIFIED IN SECTION 1.4,
AND THE APPENDICES AS MAY BE HEREAFTER EXECUTED, CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO. ALL PRIOR NEGOTIATIONS, REPRESENTATIONS AND ADDITIONAL
OR INCONSISTENT ORAL OR WRITTEN STATEMENTS ARE SUPERSEDED, NULL AND VOID.
10.9 Counterparts: This Agreement may be executed in several counterparts each of which shall be an original and all of
which together shall constitute but one and the same instrument.
H. XI — DISCLAIMER OF WARRANTIES
11.1 LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, RELATING TO THE
EQUIPMENT; AND LESSOR HAS EXPRESSLY MADE NO WARRANTY AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT.
11.2 Lessor shall not be liable to Lessee for any liabilities, loss or damage caused, directly or indirectly, by the Equipment or
by any inadequacies thereof or deficiency therein, by any incident whatsoever in connection therewith or in any way
related to or arising out of the Equipment. The Lessee shall be entitled to the benefit of any applicable manufacturer's,
dealer's or any other party's warranties. Lessor agrees to execute and deliver such instruments as may be necessary or
advisable, in the reasonable opinion of the Lessee, to enable it to enforce such warranties and obtain the warranties and
service furnished for the Equipment by the manufacturer.
12. XII — NOTICES
Page 8 of 17
HOU:2890916.3
RFP #08 -050 -MA, Master Municipal Lease Agreement
All notices made or required to be given pursuant to this Agreement shall be in writing and shall be deemed duly served if and
when mailed, unless otherwise specified, certified mail, postage prepaid, return receipt requested, to the other party at its address
set forth below or at such address as such party shall hereafter designate in writing.
If to the Lessor, address to:
Banc of America Public Capital Corp
555 California Street, 4th Floor
San Francisco, CA 94104
Attention: Contract Administration
Mail Code: CA5-705-04-01
If to the Lessee, address to:
City of Lubbock
1625 13'h Street
Lubbock, Texas 79401
ATTN: Andy Burcham, Chief Financial Officer
13. XIII — EMPLOYMENT DISCRIMINATION BY LESSOR PROHIBITED
During the performance of this Agreement, the Lessor agrees as follows:
A. The Lessor will not discriminate against any employee or applicant for employment because of race,
religion, color, sex, age, sexual orientation, or national origin. The Lessor agrees to post in
conspicuous places, available to employees and applicants for employment, notices setting forth the
provisions of this nondiscrimination clause.
B. The Lessor, in all solicitations or advertisements for employees placed by or on behalf of the Lessor,
will state that such Lessor is an Equal Opportunity Employer.
C. Notices, advertisements and solicitations placed in accordance with federal law, rule, or regulation
shall be deemed sufficient for the purpose of meeting the requirements of this section.
D. The Lessor will comply with the provisions of the Americans with Disabilities Act of 1990 which
prohibits discrimination against individuals with disabilities in employment and mandates their full
participation in both publicly and privately provided services and activities.
14. XIV — INDEMNIFICATION
The Lessor covenants to save, defend, hold harmless, and indemnify the City, and all of its elected officials, officers,
departments, agencies, agents, and employees (collectively the "City") from and against any and all claims, losses, damages,
injuries, fines, penalties, costs (including court costs and attorney's fees), charges, liabilities, or exposure, however caused,
resulting from, arising out of, related to or in any way connected with the Lessor's intentional or grossly negligent acts or
omissions in the performance or nonperformance of its duties and obligations provided or required for by this Agreement and/or
Contract Documents. This indemnification shall survive the termination of the Agreement.
15. XV — ETHICS IN PUBLIC CONTRACTING
The Agreement incorporates by reference local, state and federal law related to ethics, conflicts of interest, or bribery, including
by way of illustration and not limitation, the Texas Local Government Code, Texas Government Code and Texas Penal Code.
The Lessor certifies that its offer is made without collusion or fraud and that is has not offered or received any kickbacks or
inducements from any other offeror or subcontractor and that it has not conferred on any public employee having official
responsibility for this purchase or activity any payment, loan, subscription, advance, deposit of money, services, present or
promised, unless consideration of substantially equal or greater value was exchanged.
Page 9 of 17
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RFP #08 -050 -MA, Master Municipal Lease Agreement
16. XVI — APPLICABLE LAW
This Agreement and the obligations hereunder shall be governed in all respects by the laws of the State of Texas and the venue
for any litigation with respect thereto, this Agreement and the Contract Documents, being performable at least in part in Lubbock
County, Texas, shall exclusively lie in Lubbock County, Texas. The Lessor shall comply with applicable federal, state and local
laws, regulations and ordinances.
17. XVII - RELATION TO CITY
The Lessor shall be considered as an independent contractor of the City and neither the Lessor nor its employees will, under any
circumstances, be considered servants or agents of the City. The City will not be legally responsible for any negligence or other
wrongdoing of any kind, or type, of the Lessor, its servants, employees, agents, or contractors. The City will not withhold
payments to the Lessor for any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any
other amounts for benefits to the Lessor. Further, the City will not provide to the Lessor any insurance coverage or other benefits,
including Worker's Compensation, normally provided by the City for its employees.
18. XVIII — ARBITRATION
It is expressly agreed that nothing under this Agreement shall be subject to arbitration, and any references to arbitration are
expressly deleted from this Agreement.
19. XIX — CONFIDENTIALITY AND RETURN OF RECORDS
The Lessor agrees that all findings, memoranda, correspondence, documents or records of any type, whether written or oral, and
all documents generated by the Lessor as a result of the City's request for services under this Agreement (the "Records"), may be
confidential, and neither the Records nor their contents shall be released, nor their contents disclosed, to any person other than
the City or its designee, except as may be required by law, rule or regulation applicable to the Lessor or its successors or assigns.
To the extent permitted by law, rule or regulations applicable to the Lessor or its successor or assigns, the Lessor agrees that all
oral or written inquiries from any person or entity regarding the status of any Record generated as a result of the existence of this
Agreement shall be referred to the City or designee for response. At the City's request, the Lessor shall deliver all Records to the
City, including "hard copies" of computer records.
The Lessor agrees to include the provisions of this section as part of any Contract or Agreement the Lessor enters into with
subcontractors or other third parties for work related to work pursuant to this Agreement.
No termination of this Agreement shall have the effect of rescinding, terminating or otherwise invalidating this section.
26. XX - R>QUIREMENTS CONTRACT (ESTIMATED QUANTITIES)
The Lessor understands and agrees that the City is under no obligation under this Agreement to request financing from the
Lessor if it deems that financing is not required or that other financing, including but not limited to other lease -purchase
agreements, is more advantageous to the City. Lessor understands and agrees that the City is under no obligation to the Lessor to
request financing for any amount as a result of having had any normal or otherwise measurable requirement in the past.
21. XXI - EVENT OF TAXABILITY
In the event of a Determination of Taxability, the interest rate shall automatically increase to the interest rate representing the
equivalent yield to the Lessor under the respective Appendix assuming the interest component of the Lease Payments is included
in the gross income of the Lessor under the Code ("Taxable Rate") retroactive to the date of the occurrence of the Determination
of Taxability and the Lessee will pay such additional amount as will result in the Lessor receiving the interest component of the
Lease Payments at the Taxable Rate; provided, further, that such interest rate as increased by the terms hereof, respectively, shall
never exceed the then maximum interest rate allowed for similar governmental obligations pursuant to Chapter 1204, Texas
Government Code, as amended, or other applicable laws in effect as of the date of such appendix or as of the date of any increase
to such interest rate, respectively.
Page 10 of 17
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RFP #08 -050 -MA, Master Municipal Lease Agreement
"Determination of Taxability" means one of the following determinations made in regard to section 103 of the Code to the effect
that by reason of any action or inaction by the Lessee or any violation by the Lessee of any of its covenants or representations in
this Agreement or any misrepresentation in any certificate furnished in connection with any Appendix hereunder, the interest
payable under such Appendix is includable in the gross income of the Lessor: (i) a final determination, decision or decree by the
Commissioner or any District Director of Internal. Revenue, or by any court of competent jurisdiction, which is not subject to
further review, or (ii) an opinion of a nationally recognized bond counsel furnished by the Lessor to the Lessee.
Page 11 of 17
HOU:2890916.3
WITNESS these signatures:
LESSEE:
CITY OF LUBBOCK, TEXAS (Lessee):
1
By: TOM MARTIN
TITLE: MAYOR
ATTEST:
Rebecc Garza, City Secretary
COMPLETE ADDRESS:
P.O. Box 2000
Lubbock, Texas 79457
Phone: (806) 775-2161
Fax: (806)775-2164
PROVED AS TO CONTENT:
4d1yBIchamo, Chief Financial Officer
APPROVED AS TO FRM:
City Attomey
Page 12 of 17
14OU:2890916.3
RFP #08 -050 -MA, Master Municipal Lease Agreement
LESSOR:
BANC OF AMERICA PUBLIC
CAPITAL CORP (Lessor):
S
By t f P t�L Lti� LL
TITLE:
ATTEST:
Authorized Officer
COMPLETE ADDRESS:
555 California Street, 4th Floor
San Francisco, CA 94104
Phone: (415) 765-1897
Fax: (415)343-0531
Resolution No. 2004 80050
RFP #08 -650 -MA, Master Municipal Lease Agreement
EXHIBIT A
APPENDIX NUMBER
ESSENTIAL USE CERTIFICATE
TO: (Lessor)
Reference is made to the City of Lubbock Master Lease Agreement, dated February _, 2009, (the
"Agreement") between Banc of America Public Capital Corp and the City of Lubbock, Texas (the "City"). This
confirms that the items described in Appendix to the Agreement (Equipment) are essential to the functions
of the City and the services provided to the citizens of the City.
Further, the City has an immediate need for, and expects to make immediate use of, substantially all of the
Equipment, which need is not temporary or expected to diminish in the foreseeable future. The Equipment will be
used by the City only for the purpose of performing one or more of our governmental or proprietary functions
consistent with the permissible scope of the City's authority.
CITY OF LUBBOCK, TEXAS
am
(Title)
Date:
HOU:2890916.3
Page 13 of 17
EXHIBIT B
APPENDIX NUMBER
INSURANCE COVERAGES
TO: (Lessor)
Resolutions No. 2009—R0050
RFP #1618 -050 -MA, Master Municipal Lease Agreement
Pursuant to Section 5.6 of the Master Lease Agreements dated February _, 2009 (the "Agreement")
between Banc of America Public Capital Corp and the City of Lubbock, Texas (City), the City is insured through
commercial property insurance policies or through self insurance for all risk, physical damage and public liability
with respect to the Equipment (as defined in the Agreement) and will provide proof of such coverage if coverage is
provided through policies other than self insurance.
CITY OF LUBBOCK, TEXAS
By:
(Title)
Date:
HOU:2890916.3
Page 14 of 17
RFP #08 -050 -MA, Master Municipal Lease Agreement
EXHIBIT C
CERTIFICATE OF COUNSEL
I am City Attorney for the City of Lubbock, Texas and, in that capacity, I have examined the Master Lease
Agreement, dated February _, 2009, (the "Agreement") between the City of Lubbock (the "City") and Banc of
America Public Capital Corp (the "Lessor").
I . As a result of my examination of the Agreement, I have advised the City as follows;
(a) The City is a political subdivision of the State of Texas and is authorized by resolution of the City
Council to enter into the transactions contemplated by the Agreement and, to extent funds are
appropriated for the Agreement, as provided therein, to carry out the City's obligations under the
Agreement.
(b) The obligation of the City to make payments under the Agreement is enforceable only if and to the
extent that funds for such purpose are appropriated by the City Council of the City.
(c) The Agreement is a legal, valid and binding obligation of the City, enforceable against the City
according to its terms.
2. I express no opinion as to any of the following matters:
(a) The title of any party to, the accuracy or adequacy of the description of, the priority of any security
interest or lien in, or whether the property described in the Appendices constitutes, Equipment, as
defined in the Agreement.
(b) The laws of any jurisdiction that may be applicable to the Agreement other than those of the State
of Texas.
3. For the purposes of this Certificate, I have assumed that all signatures by parries other than those by or on
behalf of the City are genuine; all documents that have been submitted to me as originals are authentic; and
all documents submitted to me as certified, conformed or photostatic copies conform to authentic, original
documents.
City Attorney
Page 15 of 17
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RFP #GB -050 -MA, Master Municipal Lease Agreement
EXHIBIT D
MASTER LEASE AGREEMENT
APPENDIX
PART 1
EQUIPMENT LIST
The undersigned, under the Master Lease Agreement, dated February 2009 (the "Agreement"), between
Banc of
America Public Capital Corp (Lessor), and the City of Lubbock, Texas (City), negotiated for the purpose of
acquiring the Equipment in this Appendix and any other Appendices to the Agreement, hereby certifies that all the
Equipment described below has been installed and is operational to the satisfaction of the City.
ITEM
DESCRIPTION QUANTITY UNIT PRICE TOTAL COST TERM
(i) GRAND TOTAL ALL ITEMS LISTED
ON APPENDIX
Installation address:
and other official City buildings within the City of Lubbock, Texas
Relocation:
The City may relocate equipment within the City of Lubbock, Texas. All expenses associated with relocation will
be borne by the City. These expenses include but are not limited to installation, de -installation, casualty insurance
and shipment.
LESSEE:
LESSOR:
CITY OF LUBBOCK, TEXAS BANC OF AMERICA PUBLIC CAPITAL CORP
93
0
Name:
Title:
Financing Request Date: Date of Approval:
Address for Invoices:
Page 16 of 17
HOU2890916.3
Resolution No. 2009-R0050
RFP #48 -050 -MA, Master Municipal Lease Agreement
MASTER LEASE AGREEMENT
APPENDIX
PART 2
PAYMENT SCHEDULE
The principal amount to be financed for the Equipment shown on Appendix - Part 1 is $ . The amount
of interest to be paid for the Equipment shown on Appendix - Part 1 is $ . The rental payments the
Equipment shown on Appendix - Part l will be due in accord with the following payment schedule:
DATE PRINCIPAL INTEREST TOTAL
(b) TOTAL
The interest on this Appendix will accrue from the Lessor Payment Date of at a rate per
annum of for the term of months. Interest will be calculated on the basis of a 360 -day
year with twelve 30 -day months. Interest will never exceed the maximum lawful rate of interest applicable.
LESSEE:
LESSOR:
CITY OF LUBBOCK, TEXAS BANC OF AMERICA PUBLIC CAPITAL CORP
By:
Name: Name:
Title:
Page 17 of 17
HOU:2890916.3
City of Lubbock Contract Number 8872 dated as of February 12, 2009
Appendix Number 8872-233 as of September 24, 2012.
CERTIFICATE OF COUNSEL
1 am City Attorney for the City of Lubbock, Texas and, in that capacity, I have examined the
Master Lease Agreement, dated February 12, 2009, (the "Agreement") between the City of Lubbock (the
"City") and Banc of America. Public Capital Corporation (the "Lessor").
As a result of my examination of the Agreement, I have advised the City as follows:
(a) The City is a political subdivision of the State of Texas and is authorized by resolution of
the City Council to enter into the transactions contemplated by the Agreement and, to
extent funds are appropriated for the Agreement, as provided therein, to carry out the
City's obligations under the Agreement.
(b) The obligation of the City to make payments under the Agreement is enforceable only if
and to the extent that funds for such purpose are appropriated by the City Council of the
City of Lubbock, Texas.
(c) The Agreement is a legal, valid and binding obligation of the City, enforceable against
the City according to its terms.
express no opinion as to any of the following matters:
(a) The title of any party to, the accuracy or adequacy of the description of, the priority of
any security interest or lien in, or whether the property described in the Appendices.
constitutes, Equipment, as defined in the Agreement.
(b) The laws of any jurisdiction that may be applicable to the Agreement other than those of
the State of Texas.
For the purposes of this Certificate, I have assumed that all signatures by parties other than those
by or on behalf of the City are genuine; all documents that have been submitted to me as originals
are authentic; and all documents submitted to me as certified, conformed or photostatic copies
conform to authentic, original documents.
a
Sam Medina, City A orney
City of Lubbock Conti -act Number 8872 dated as of February 12, 2009
Appendix Number 8872-233 as of September 24, 2012.
INSURANCE COVERAGES
TO: Banc of America Public Capital Corporation
555 California Street, 4`h Floor
San Francisco, California 94104
ATTN: Contract Administrator
Pursuant to Section 5.6 of the Master Lease Agreement, dated February 12, 2009, (the
"Agreement') between Banc of America Public Capital Corporation and the City of Lubbock, Texas (City),
the City is insured through commercial property insurance policies or through self insurance for all risk,
physical damage and public liability with respect to the Equipment (as defined in the Agreement) and will
provide proof of such coverage if coverage is provided through policies other thay§lf insurance.
CITY OF LWBBROeX, TIZXAS
Lainey Castlebe#j Risk Management
Date;"111,
City of Lubbock Contract Number 8872 dated as of February 12, 2009
Appendix Number 8872-233 as of September 24, 2012.
ESSENTIAL USE CERTIFICATE
TO: Banc of America Public Capital Corporation
SSS California Street, 4`h Floor
San Francisco, California 94104
Reference is made to the City of Lubbock Master Lease Agreement, dated February 12, 2009, (the
"Agreement") between Banc of America Public Capital Corporation and the City of Lubbock, Texas (the
"City"). This confirms that the items described in Appendix 8872-233 to the Agreement (Equipment) are
essential to the functions of the City and the services provided to the citizens of the City.
Further, the City has an immediate need for, and expects to make immediate use of, substantially
all of the Equipment, which need is not temporary or expected to diminish in the foreseeable future. The
Equipment will be used by the City only for the purpose of performing one or more of our governmental or
proprietary functions consistent with the permissible scope of the City's authority.
CITY OF LUBBOCK, TEXAS
By:
Cheryl Brock, Budget Director
Date: 14 /010 1/
Banc of America Public Capital Instructions to Pay Proceeds
Corporation
555 California Street, 4`h Floor
San Francisco, California 94104
City of Lubbock Contract Number 8872 dated as of February 12, 2009
Appendix: Number 8872-233 as of September 24, 2012
In the above referenced Appendix Number, Banc of America Public Capital Corporation is irrevocably
instructed to disburse payment as follows:
Payee
Invoice Number Amount
City of Lubbock, Texas
See attached $4,931,100.09
Wire Transfer Instructions:
Wells Fargo Bank, N.A., San Francisco, CA
ABA #121000248
Account #4000047951
Total Disbursed
$4,931,100.09
Dated: September 24, 2012
CITY OF LUBBOCK, TEXAS
Cheryl Brock, Budget Director
MASTER LEASE AGREEMENT
Citv of Lubbock Contract Number 8872 dated as of February 12, 2009
Appendix Number 8872-233 as of September 24, 2012
PART 1
EQUIPMENT LIST
The undersigned, under the Master Lease Agreement, dated February 12, 2009 (the "Agreement"),
between Banc of America Public Capital Corporation (Lessor), and the City of Lubbock, Texas (City),
negotiated for the purpose of acquiring the Equipment in this Appendix and any other Appendices to the
Agreement, hereby certifies that all the Equipment described below has been installed and is operational
to the satisfaction of the City.
Schedule 233 - 10 Year Term
Item ITEM TOTAL
NO, DESCRIPTION OTY UNIT PRICE COST TERM
343
Bucket Truck Chassis
1
$ 76,099.00
76,099.00
10
343
Bucket Truck
1
95,254.00
95,254.00
10
343
Operator/ Repair CDs
1
890.00
890.00
10
353
1250 Gallon Spartan Pumper
1
420,000.00
420,000.00
10
353
Accessories
1
14,000.00
14,000.00
10
353
HGAC Admin. Fee
0.33
2,000.00
666.67
10
354
1250 Gallon Spartan Pumper
1
420,000.00
420,000.00
10
354
Accessories
1
14,000.00
14,000.00
10
354
HGAC Admin. Fee
0.33
2,000.00
666.67
10
395
1250 Gallon Spartan Pumper
1
420,000.00
420,000.00
10
395
Accessories
1
14,000.00
14,000.00
10
395
HGAC Admin. Fee
0.33
2,000.00
666.67
10
396
Refurbished Ladder Truck
1
466,090.00
466,090.00
10
407
Vermeer Stump Grinder
1
61,681.06
61,681.06
10
410
Vermeer Trencher with Backhoe
1
128,636.00
128,636.00
10
425
2012 International 7600
1
104,592.00
104,592.00
10
425
Extended Warranty
1
2,542.00
2,542.00
10
425
Multi Task Body with Asphalt Rear
1
22,402.00
22,402.00
10
425
Tailgate
1
769.00
769.00
10
425
Cabshield
1
280.00
280.00
10
425
Ladder
1
380.00
380.00
10
425
Side Ladder
1
279.00
279.00
10
425
Spinner/ Chute
1
122.00
122.00
10
425
Conveyor Belt
1
4,287.00
4,287.00
10
425
Grip Step
1
198.00
198.00
10
425
Handles
1
134.00
134.00
10
425
Conveyor Cover
1
1,029.00
1,029.00
10
425
MuniBody Installation
1
23,205.00
23,205.00
10
425
BuyBoard Discount
1
(1,494.00)
(1,494.00)
10
425
Freight
1
2,400.00
2,400.00
10
426
Bobcat T870 Compact Track Loader
1
71,424.00
71,424.00
10
431
2012 Freightliner M2106
1
70,005.00
70,005.00
10
431
Truck Bed
1
36,877.82
36,877.82
10
437
451
Tractor T5070
Tractor T7-260
1
1
43,728.00
126,603.00
43,728.00
126,603.00
10
10
439
Backhoe
1
80,460.00
80,460.00
10
442
446
Wheel Loader
Wheel Loader
1
1
161,900.00
161,900.00
161,900.00
161,900.00
10
10
443
Caterpillar 12M (Grader)
1
224,670.00
224,670.00
10
454
Backhoe
1
79,960.00
79,960.00
10
463
463
463
2012 Misty Harbor Pontoon Boat
2012 Misty Harbor Pontoon Boat
Dealer Inventory Tax
1
1
1
7,880.00
14,995.37
44.63
7,880.00
14,995.37
44.63
10
10
10
470
470
470
Wireless Lift with Wheels
9 Ton U Shaped Head
Parts
1
12
1
34,870.00
625.00
595.00
34,870.00
7,500.00
595.00
10
10
10
475
Pioneer Pump
1
39,693.00
39,693.00
10
476
9 Tower Center Pivot System
1
71,985.92
71,985.92
10
476
9 Tower Center Pivot System
1
75,932.35
75,932.35
10
476
5 Tower Center Pivot System
1
43,687.94
43,687.94
10
476
8 Tower Center Pivot System
1
67,045.11
67,045.11
10
477
Grain Drill
1
48,675.00
48,675.00
10
494
494
A1tec Chassis
Bucket Truck
1
1
40,938.00
82,083.00
40,938.00
82,083.00
10
10
508
509
Salt Spreader
Salt Spreader
1
1
14,150.25
14,150.25
14,150.25
14,150.25
10
10
510
Wheel Loader
1
165,880.00
165,880.00
10
516
2012 Ford F-350 4x4 Chassis
1
24,475.00
24,475.00
10
530
530
Skid Steer Loader
Pallet Forks
1
1
26,900.00
850.00
26,900.00
850.00
10
10
536
Elgin Eagle Street Sweeper
1
208,773.00
208,773.00
10
558
558
Backhoe
Backhoe Bucket
1
1
74,929.00
696.00
74,929.00
696.00
10
10
561
New Holland 5010 4WD Tractor
1
28,758.89
28,758.89
10
568
Breathing Air Compressor
1
52,770.00
52,770.00
10
569
569
569
Thermal Imaging Camera
Fire Truck Kit
Charger Battery
1
1
1
9,140.00
746.00
152.00
9,140.00
746.00
152.00
10
10
10
579
579
579
579
579
Center Pivot
Center Pivot
Center Pivot
Center Pivot
Center Pivot
1
1
1
1
1
82,492.72
82,492.72
65,573.60
63,020.16
62,834.00
82,492.72
82,492.72
65,573.60
63,020.16
62,834.00
10
10
10
10
10
579 Center Pivot
Total Schedule 233
65,088.30
65,088.30 10
$ 4,931,100.09
Installation address: 162.5 13'' Street Lubbock TX 79401 _
and other official City buildings within the City of Lubbock, Texas
Relocation:
The City may relocate equipment within the City of Lubbock, Texas. All expenses associated with
relocation will be borne by the City. These expenses include but are not limited to installation, de-
installation, casualty insurance and shipment.
LESSEE:
CITY OF LUBBOCK, TEXAS
By: S—z!(e�
Name: Lee Arm Dumbauld
Title: City Manager
Financing Request Date: September 24, 2Q 12
LESSEE:
CITY OF LUBBOCK, TEXAS
By: 0*42,.4 &��j
Name: Cheryl Brock
Title: Budget Director
Financing Request Date: September 24, 2012
LESSOR:
By: ff 4
Name:
Title: t'CUAa lz -e- '�
Date of Approval: /Vhj, —
Address for Invoices: City of Lubbock,PO Box 2000 Lubbock TX 79457
MASTER LEASE AGREEMENT
City of Lubbock Contract Number 8872 dated as of February 12, 2009
Appendix Number 8872-233 as of September 24, 2012
PART 2
PAYMENT SCHEDULE
The principal amount to be financed for the Equipment shown on Appendix 8872-233 - Part 1 is
$4,931,100.09. The amount of interest to be paid for the Equipment shown on Appendix 8872-233 - Part
2 is $853,479.23. The rental payments for the Equipment shown on Appendix 8872-233 - Part I will be
due in accord with the following payment schedule:
Date
Debt
Service
Number
Interest
3.2118%
Principal
Debt
Service
Balance
9/24/2012
0
$ -
-
-
4,931,100.09
2/15/2013
1
62,031.02
227,197.95
289,228.97
4,703,902.14
8/15/2013
2
75,539.96
213,689,00
289,228.97
4,490,213.14
2/15/2014
3
72,108.33
217,120.63
289,2.28.97
4,273,092.50
8/15/2014
4
68,621.59
220,607.38
289,228.97
4,052,485.13
2/15/2015
5
65,078.86
224,150.11
289,228.97
3,828,335.02
8/15/2015
6
61,479.23
227,749.74
289,228.97
3,600,585.29
2/15/2016
7
57,821.80
231,407.17
289,228.97
3,369,178.12
8/15/2016
8
54,105.63
235,123.34
289,228.97
3,134,054.78
2/1512017
9
50,329.79
238,899.18
289,228.97
2,895,155.60
8/15/2017
10
46,49330
242,735.66
289,228.97
2,652,419.93
2/15/2018
11
42,595.21
246,633.76
289,228.97
2,405,786.18
8/15/2018
12
38,634.52
250,594.45
289,228.97
2,155,191.73
2/15/2019
13
34,610.22
254,618.74
289,228.97
1,900,572.99
8115/2019
14
30,521.30
258,707.67
289,228.97
1,641,865.32
2/15/2020
15
26,366.72
262,862.25
2.89,228.97
1,379,003.07
8/15/2020
16
22,145.41
267,083.56
289,228.97
1,111,919.51
2/15/2021
17
17,856.32
271,372.65
289,228.97
840,546.86
8/15/2021
18
13,498.34
275,730.63
289,228.97
564,816.23
2/15/2022
19
9,07038
280,158.58
289,228.97
284,657.65
8/15/2022
20
4,571.32
284,657.65
289,228.97
(0.00)
TOTAL
$ 853,479.26
4,931,100.09
5,784,579.35
The interest on this Appendix will accrue from the Lessor Payment Date of September 24, 2012 at a rate
per annum of 3.2118% for the term of 120 months. Interest will be calculated on the basis of a 360 -day
year with twelve 30 -day months. Interest will never exceed the maximum lawful rate of interest
applicable.
MASTER LEASE AGREEMENT
City of Lubbock Contract Number 8872 dated as of February 12, 2009
Appendix Number 8872-233 as of September 24, 2012
LESSEE:
CITY OF :.• TEXAS
Name: Lee Ann Dumbauld
Title: City Manager
Date: September 24, 2012
LESSEE:
CITY OF LUBBOCK, TEXAS
By: 3���� b4o
Name: Cheryl Brock
Title: Budget Director
Date: September 24, 2012
PART 2 (coutinue+d)
bLESSOR: �u,,'
�t� cy
By:
, 0a, 4e'2'0 r --w
Name: F � C
Title:
e
Date:
C -69e