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HomeMy WebLinkAboutResolution - 2000-R0086 - Contract - Mesa Irrigation - Central Pivot Control System - 03/23/2000Resolution No. 2000-R0086 March 23, 2000 Item 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 Center Pivot Control System, by and between the City of Lubbock and Mesa Irrigation of Wilson, Texas, 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 23rd day of March , 2000. 9" WINDY SI T N, MAYOR ATT 9ST: Ka a arnell, City Secretary APPROVED AS TO CONTENT: Ui�-� Victor Ki an, Purchasing Manager APPROVED AS TO FORM: /t% A /V,-, William de Haas Competition and Contracts Manager/Attorney gs:ccdocs/Mesa Irrigation of Wilson.res March 2, 2000 yy P.O. Box 2000 • 1625 13th Street Lubbock, Texas 79457 (806) 775-2222 • Fax (806) 775-3307 March 14, 2000 Municipal Leasing Credit Corporation 10520 Barkley, Ste. 5 Overland Park, KS 66212-1823 Resolution No. 2000-R00 86 March 23, 2000 Item No. 32 Office of the City Attorney Re: Equipment Lease/Purchase Agreement, dated as of 2/29/00, by and between Municipal Leasing Credit Corporation, a Kansas corporation, as Lessor, and City of Lubbock, as Lessee. To Whom It May Concern: As legal counsel to Lessee, I have examined (1) an executed counterpart of the Equipment Lease/Purchase Agreement, dated as of the date stated above, including the Exhibits attached thereto or forms of Exhibits to be attached thereto, by and between Lessor and Lessee, which inter alia, provides for the lease to, with an option to purchase by, the Lessee of certain property (the "Equipment'), (2) an executed counterpart of the ordinance or resolution of the Lessee which, inter alia, authorizes the Lessee to execute the Agreement; and (3) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. Based on the foregoing, it is my opinion that: (1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, as defined in the Agreement, as is a state or political subdivision as such terms are used in Section 103 of the Internal Revenue Code of 1986, as amended; (2) Lessee has the requisite power and authority to lease with an option to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement; (3) The Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of the Lessee, and the Agreement is a valid and binding obligation of the Lessee enforceable in accordance with its terms; (4) The authorization, approval and execution of the Agreement and all other proceedings of the Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; (5) The Lessee has, in accordance with the requirements of law, fully budgeted and appropriated funds for the current budget year to meet its obligation for the Original Term (as defended in the Agreement); and (6) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of the Lessor or its assigns, as the case may be, in the Equipment. (7) This opinion may be relied upon by Lessor, Lessor's assignees, and special tax counsel, if any, retained in connection with this transaction. Respectfully submitted: Signature. D d G. V rver First Assistant City Attorney City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Date: 7 _ MUNICIPAL LEASING CREDIT CORPORATION 10520 Barkley, Suite 5 Overland Park, KS 66212-1823 913/381-1900 or 800/3334910 Resolution No. 2000—Ro086 Narch 23, 2000; Item No. 32 Lease #: 031 OC100 Dated as of: EQUIPMENT LEASFJPURCHASE AGREEMENT 02/29/00 LESSEE: CITY OF LUBBOCK CONTACT: Laura Ritchie ADDRESS: 1625 130'St. PHONE: 806-775-2167 P.O. Box 2000 FAX: 806-774-2164 CITY, STATE & ZIP: Lubbock, TX 79401 (street) 79457 (P.O.) EQUIPMENT DESCRIPTION: OTy TYPE_ MAKE. MODEL. SERIAL # LOCATIONz 4 CST e� 1 Center Pivot Control System for s k' $215,202.00 Wastewater Treatment per rM #00017 k,(0bcxk Y, —rx SCHEDULE OF PAYMENTS: TERM MODE TOTAL # OF PAYMENTS PAYMENT AMOUNT 5 yrs. Annual 5 $48,325.75 Payments begin at fundin and continue on March 15, 2001 and the 15' day of each March thereafter for the duration of this lease. Equipment Lease/Purchase Agreement (the "Agreement") dated as of 02/29/00, and entered into by and between MUNICIPAL LEASING CREDIT CORPORATION, a Kansas corporation ("Lessor"), and CITY OF LUBBOCK, a body corporate and politic existing under the laws of the State of Texas ("Lessee"). WITNESSETH: Whereas, Lessor desires to lease the Equipment, as hereinafter described, 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 in this Agreement; now, therefore, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: 1.01. COVENANTS OF LESSEE. Lessee represents, covenants and warrants for the benefit of Lessor and any Registered Owners (as hereinafter defined) as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the transaction contemplated hereby and to perform all of its obligations hereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Lessee has been duly authorized to execute and deliver this Agreement by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement, and Lessee has compiled with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder. Lessee shall cause to be executed an opinion of its counsel in the form attached hereto as Exhibit C. (d) During the Lease term, the Equipment will perform and will be used by Lessee for the purpose of performing only essential governmental uses and public functions of Lessee consistent with the permissible scope of Lessee's authority. (e) Lessee will annually provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as may requested by Lessor, or its assigns. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as now in effect or as hereafter from time to time amended (the "Code"), including Section 103 thereof, or the regulations of the Treasury Department thereunder, from time to time proposed or in effect in order to maintain the exclusion from federal income taxation of the interest components of Rental Payments. (g) Lessee will use the proceeds of the Agreement as soon as practicable and with all reasonable dispatch for the purpose for which the Agreement has been entered into, and no part of the proceeds of the Agreement shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Agreement to be or become "arbitrage bonds" within the meaning of Section 103 (b) (2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the Commencement Date. (h) Prior to the Commencement Date and to the extent that at the Commencement Date the conditions necessary to ` designate this Agreement as "qualified tax-exempt obligations" under Section 265 of the Code can be met, Lessee shall so designate this Agreement by execution and delivery of a Tax Certificate in the form attached hereto as Exhibit B with paragraph 1 retained therein. (i) Prior to the Commencement Date and to the extent that at the Commencement Date the conditions necessary to qualify this Agreement for the exception for small government units under Section 148 (f) (4) (c) of the Code can be met, Lessee shall so qualify this Agreement by execution and delivery of a Tax Certificate in the form attached hereto as Exhibit B with paragraph 2 retained therein. 2.01. DEFINITIONS. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agent" means any agent for the Registered Owners, if any, to which all or a portion of Lessor's right, title and interest in, to and under the Lease and the Equipment may be assigned for the benefit of the Registered Owners. "Agreement" means this Equipment Lease/Purchase Agreement, including the Exhibits attached hereto. "Commencement Date" is the date when the term of this Agreement and Lessee's obligation to pay rent commences, which date shall be the date on which the Equipment is accepted by Lessee as indicated by executing and delivering to Lessor the Acceptance Certificate in the form attached hereto as Exhibit D, or the date on which moneys to purchase the Equipment are deposited for that purpose in a separate bank account, whichever is earlier. "Equipment" means the property described in Equipment.Descfiption and all replacements, repairs, restorations, modifications and improvements thereof or,thereto made pursuant to 9.01. "Full Insurable Value" means the total amount of all Rental Payments required to be paid by the Lessee through the full Lease Term of this Agreement. "Lease Participation Certificates" means certificates evidencing a right to receive a pro rata share of all or certain Rental Payments and Purchase Price Payments. "Lease Term" means the Original Term and all Renewal Terms provided for in this Agreement. "Lessee" means the entity described as such in the first paragraph of this Agreement and which is leasing the equipment from Lessor under provisions of the Agreement. "Lessor" means the entity described as such in the first paragraph of this Agreement, its successors and assigns. "Original Term" means the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date. "Purchase Price" means the amount which Lessee may, in its discretion, pay to Lessor to purchase the Equipment, as set forth In Section 4.03 hereto. "Registered Owners" means the registered owners of Lease Participation Certificates as shown on the registration books maintained by the Agent. "Renewal Terms" means the renewal terms of this Agreement, each having a duration of one year and a term coextensive with Lessee's budget year, as provided for in Sections 4.01 and 4.03. "Rental Payments" means the basic rental payments payable by Lessee pursuant to Sections 6.01 through, and including, 6.07. "State" means the state in which Lessee is situated. "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessee purchased or is purchasing the Equipment. 3.01. LEASE OF EQUIPMENT. Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment in accordance with this Agreement for the Lease Term. 4.01. LEASE TERM. The Original Term of this Agreement shall commence on the Commencement Date and shall terminate the last day of Lessee's current budget year. The Lease Term may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for an additional one year, up to a maximum Lease Term of five years and zero(0) months. At the end of the Original Term and at the end of each Renewal Term, unless Lessee has terminated this Agreement pursuant to 6.06, Lessee shall be deemed to have exercised its option to continue this Agreement for the next Renewal Term until the maximum Lease Term has been completed.The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided for in Section 4.02 of this Agreement. 4.02. RENTAL PAYMENTS. The payments required under the Agreement for the Equipment designated on this Schedule are $48.325.75, beginning at funding, and continuing March 15. 2001 and the 1± day of each March thereafter, in sequence, for a total of five (5) payments. The payments required under this Schedule are made up of the total purchase price to Municipal Leasing Credit Corporation of $215.202.00 and deferred'interest charges to maturity of $26.426,75, for a total Agreement price of $241.628.75. The Payment Schedule is as attached. 4.03. PREPAYMENT AND PURCHASE SCHEDULE. The Equipment may be purchased only on the last day of the Original Term or any Renewal Term, except as described in Subsection 11.01 (C) of the Agreement. The Purchase Price is in addition to all Rental Payments then due. The Purchase'Price as provided for in the Agreement is as follows: PERIOD ENDING DATE PURCHASE PRICE AMOUNT Original Term See attached Payment Schedule. Renewal Tern 1 Renewal Term 2 Renewal Term 3 Renewal Terme 4 Renewal Term 5 Renewal Term 6 Renewal Term 7 Renewal Tema 8 Renewal Tema 9 • 4.04. DELIVERY, INSTALLATION, AND ACCEPTANCE OF EQUIPMENT. Lessee shall order the Equipment, shall cause the Equipment to be delivered and installed dt.t`!ie 1E1c8doil tpecified above in Equipment Description and shall pay all delivery and installation costs, if any, in connection therewith When the Equipment is delivered and installed, Lessee shall immediately accept the Equipment and evidence said acceptance by executing and delivering to Lessor the Acceptance Certificate in the form attached hereto as Exhibit D. 5.01. ENJOYMENT OF EQUIPMENT. Lessor shall provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment, and Lessee shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Any Registered Owner shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under this Agreement. 5.02. LOCATION; INSPECTION. Once installed, the Equipment will not be moved from the location specified above in Equipment Description without Lessor's consent, which shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. 6.01. RENTAL PAYMENTS TO CONSTITUTE CURRENT EXPENSE OF LESSEE. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of Lessee. 6.02. PAYMENT OF RENTAL PAYMENTS. Lessee shall pay Rental Payments, exclusively from legally available funds, in lawful money of the United States of America, to Lessor In such amounts and on such dates as described In Section 4.02 hereto. Lessee shall pay Lessor a charge on any delinquent Rental Payments at the rate of 11% per annum or the maximum amount permitted by law, whichever is less. 6.03. INTEREST COMPONENT. A portion of each Rental Payment is paid as, and represents payment of, interest, and Section 4.02 hereto sets forth the interest component of each Rental Payment during the Lease Term. 6.04. RENTAL PAYMENTS TO BE UNCONDITIONAL. Except as provided in Section 6.06, the obligations of Lessee to make payment of the Rental Payments and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events without abatement, diminution, deduction, setoff or defense, for any reason, including without limitation any failure of the Equipment to be delivered or installed, any defects, malfunctions, break- downs or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. 6.05. CONTINUATION OF LEASE TERM BY LESSEE. Lessee intends, subject to Section 6.06, to continue the Lease Term through the Original Term and all Renewal Terms and to pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the Original Term and each of the Renewal Terms can be obtained. Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law, to have such portion of the budget or appropriation request approved, and to exhaust all available reviews and appeals in the event such portion of the budget or appropriation request is not approved. 6.06. NONAPPROPRIATION• The Lessee is obligated only to pay periodic payments under the Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during Lessee's then current budget year. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments following the then current Original or Renewal Term, this Agreement shall be deemed terminated at the end of the then current Original or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least ninety (90) days prior to the end of the then current Original or Renewal Term, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If this Agreement is terminated in accordance with this Section, Lessee agrees peaceably to deliver the Equipment to Lessor at the location(s) to be specified by Lessor and to transfer to Lessor any funds provided by Lessor to Lessee for the purchase of the Equipment that have not been paid to the Vendor for the purchase of the Equipment. 6.07. NONSUBSTITUTION. To the extent permitted by law, Lessee agrees that, if this Agreement is terminated in accordance with 6.06, Lessee will not purchase, lease or rent equipment performing functions similar to those performed by the Equipment for a period of ninety (90) days from the end of the then current Original or Renewal Term; provided these restrictions shall not be applicable in the event the Equipment shall be sold, released or otherwise disposed of by Lessor and the amount received from such disposition, less all costs of such sale or disposition, are sufficient to pay the then applicable Purchase Price specified in Section 4,03 hereto. This Section shall remain in full force and effect notwithstanding the termination of this Agreement. 7.01. TITLE TO THE EQUIPMENT. Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in Lessee subject to Lessor's rights under this Agreement; provided that title shall thereafter immediately and without any action by Lessee vest in Lessor and Lessee shall immediately surrender possession of the Equipment to Lessor upon (i) any termination of this Agreement without Lessee exercising its option to purchase pursuant to 11.01 or (ii) the occurrence of an Event of Default. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this Section shall occur automatically without the necessity of any bills of sale, certificate of title or other instrument of conveyance. Nevertheless, Lessee shall execute and deliver any such instruments as Lessor may request to evidence such transfer. 7.02. SECURITY INTEREST. To secure the payment of all of Lessee's obligations under this Agreement, Lessee grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments, accessions thereto, substitutions therefor and on any proceeds therefrom. Lessee agrees to execute such additional documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest and, upon assignment, the security interest of the Registered Owners or any other assignee of Lessor in the Equipment. 7.03. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become In any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. 8.01. MAINTENANCE OF EQUIPMENT BY LESSEE. Lessee agrees that, at all times during the Lease Term, Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair and working order. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. If requested by Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor. 8.02. LIENS, TAXES, OTHER GOVERNMENTAL CHARGES AND UTILITY CHARGES. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by this Agreement. The parties to this Agreement contemplate that the Equipment will be used for the purpose of performing only essential governmental uses and public functions of Lessee and, therefore, that the Equipment will be exempt from all property taxes. Nevertheless, if the use, possession or acquisition of the Equipment is determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Equipment. Lessee shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the Lease Term. 8.03. INSURANCE. Paragraph 1. At its own expense, Lessee shall cause casualty, public liability and property damage insurance on the Equipment to be carried and maintained in. an amount equal to the Full Insurable Value of the Equipment and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Lessee .shall furnish to Lessor certificates or policies which cover not only the Equipment but other equipment and properties as well. If Lessee shall insure similar equipment and properties by self-insurance, Lessee may, if the same be approved by the Lessor, insure the Equipment by means of an adequate insurance fund set aside and so maintained. Paragraph 2. Lessee shall carry worker's compensation insurance covering all employees working on, in, near, or about the Equipment, or demonstrate to the satisfaction of Lessor that adequate self-insurance is provided and shall require any other person or entity working on, in, near, or about the Equipment to carry such coverage. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Paragraph 3. Any insurance policy issued pursuant to this Section 8.03 shall be so written or endorsed as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear. The Net Proceeds (as defined in Section 9.01) of the Insurance required in this Section 8.03 shall be applied as provided in Section 9.02 hereof. Each insurance policy provided for in this Section 8.03 shall contain a provision to the effect that any insurance company providing coverage shall not cancel the policy or modify it materially and adversely to the interest of Lessor without first giving written notice thereof to Lessor at least ten (10) days in advance of such cancellation. 8.04. ADVANCES. In the event. Lessee shall fail to either maintain the insurance required by this Agreement or keep the Equipment in good repair and working order, Lessor may, but shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof and maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at the rate of 18% per annum or the maximum amount permitted by law, whichever is less. 9.01. DAMAGE, DESTRUCTION AND CONDEMNATION. If (a) the Equipment or any portion thereof is destroyed, in whole or part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided herein. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of 8.03 and this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. 9.02. INSUFFICIENCY OF NET PROCEEDS. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in 9.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds and, if Lessee shall make any payments pursuant to this Section_, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under 4.01-4.04, hereof, or (b) purchase Lessor's interest In the Equipment pursuant to 11.01 by paying the then applicable Purchase Price. The amount of the Net Proceeds, if any, remaining after completing such replacement, repair, restoration, ;modification, or improvement or after paying the then applicable Purchase Price, may be retained by Lessee. 10.01. DISCLAIMER OF WARRANTIES. Lessor makes no warranty or 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 warranty with respect thereto. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement or the existence, furnishing, or functioning of Lessee's use of any item, product or service provided for in this Agreement. 10.02. VENDOR'S WARRANTIES. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee shall not be in default hereunder, to assert from time to time whatever claims and rights (including, without limitation, warranties) related to the Equipment that Lessor may have against the Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment, and not against Lessor, nor shall such matter have any effect whatsoever .on the.rights and obligations of Lessor with respect to this Lease, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Equipment. 10.03. USE OF THE EQUIPMENT. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Equipment may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Equipment; provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights under this Agreement. 11.01. PURCHASE OPTION. Lessee shall have the option to purchase Lessor's interest in the Equipment upon giving written notice to Lessor at least sixty (60) days before the time of purchase, at the following times and upon the following terms: i 11b ., • Z & ,m .' 4.4 .4, :Irs Ley (a) On the last day of the maximum Lease Term; if the Agreement is still in effect on such day, upon payment in full of Rental Payments due hereunder and the payment of-One (1) Dollar to Lessor; (b) On the last day of the Original Term or any Renewal Term then in effect, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase I'rlce t� Lt5s6r; tsr` (c) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment on the day specified in Lessee's notice to Lessor of its exercise of the purchase option, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price to Lessor. 12.01. ASSIGNMENT BY LESSOR. Lessor's right, title, and Interest in, to and under this Agreement and the Equipment may be assigned and reassigned, in whole or in part, to one or more assignees or subassignees by Lessor and, to the extent of their interest, by any Registered Owner, without the necessity of obtaining the consent of Lessee, provided that (i) any assignment, other than an assignment by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (ii) any assignment by a Registered Owner shall not be effective until it is registered on the registration books kept by the Agent. Lessee shall retain all such notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated in such register or, in the case of the Registered Owners, to the Agent. Lease Participation Certificates may be executed and delivered by the Agent to Registered Owners, if any. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in the Equipment and in this Agreement. Lessee shall not have the right to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against Lessor. 12.02. ASSIGNMENT AND SUBLEASING BY LESSEE. None of Lessee's right, title and interest in, to and under this Agreement and in the Equipment may be assigned or encumbered by Lessee for any reason; except that Lessee may sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of counsel satisfactory to Lessor that such subleasing will not adversely affect the exemption of the interest components of the Rental Payments from federal income taxation. Any such sublease of all or part of the Equipment shall be subject to this Lease and the rights of the Lessor in, to and under this Lease and the Equipment. 12.03. RELEASE AND INDEMNIFICATION COVENANTS. To the extent allowed by law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Agreement, the ownership of any item of the Equipment, the ordering, acquisition, 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 continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason. 13.01. EVENTS OF DEFAULT DEFINED. Any of the following shall constitute an "Event of Default" under this Agreement: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied, as given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; or (c) Any statement, representation or warranty made by Lessee in or pursuant to this Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made. The foregoing provisions of this Section are subject to the provisions of 6.06 with respect to nonappropriation. 13.02. REMEDIES ON DEFAULT. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) By written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be due; (b) With or without terminating this Agreement, Lessor (i) may enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee's expense to promptly return any or all of the Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease the F I. I' i Ccrr °for the account of Lessee, sublease the Equipment and (ii) may demand the transfer, and Lessee shall so transfer,, -td-tfie T:ess6r o'f,W: funds provided by Lessor to Lessee for the purchase of the Equipment that has not been paid to the Ve419 ,r c_ontinuing,4 164 , Lessee liable for the difference between (a) the Rental Payments and other amounts payable by Lessc 2tereu4derla.:the Od'of the then current Original Term or Renewal Term, as the case may be, and (b) the net proceeds ofanX %ui saiasing QL_ subleasing and such transfer of unspent funds for the purchase of the Equipment (after deducting B y2penses € ,.essoriR,- exercising its remedies under this Agreement, including without limitation all expenses of taldng,^.P.sges`sion, storm-; reconditioning and selling or leasing the Equipment and all brokerage, auctioneers and attorney's fees), (c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rip�Yttth� pw2ier of the Equipment. 13.03. NO REMEDY EXCLUSIVE. No remedy herein conferred upon or reserved to 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 Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. 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 hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any assignee (other than a Registered Owner) at its address as it appears on the registration books maintained by Lessee and to any Registered Owner at its address as it appears on the registration books maintained by the Agent. 14.02. CERTIFICATE AS TO ARBITRAGE. Lessee hereby represents as follows: (a) The estimated total costs of the Equipment will not be less than the total principal amount of the Rental Payments. (b) The Equipment has been ordered or is expected to be ordered within six months after the commencement date hereof, which contract will obligate the payment by the Lessee of not less than $100,000, or 2 1/2% of the face amount of the Agreement, whichever is less. The Lessee will proceed with due diligence to acquire the Equipment. The Equipment is expected to be delivered and installed, and the Vendor fully paid, by 3 years from the commencement date. (c) Lessee has not created or established, and does not expect to create or establish any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Rental Payments, or (ii) that may be used solely to prevent a default in the payment of Rental Payments. (d) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Rental Payments. (e) To the best of its knowledge, information and belief, the above expectations are reasonable. (f) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an Issuer whose arbitrage certificates may not be relied upon. 14.03. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. 14.04. SEVERABILITY. 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. 14.05. AMENDMENTS, CHANGES AND MODIFICATIONS. This Agreement may be amended by Lessor and Lessee; provided that no such amendment which affects the rights of the Registered Owners shall be effective unless it shall have"been consented to by the Registered Owners of a majority, in principal amount, of the Lease Participation Certificates, if any, then outstanding. 14.06. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 14.07. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State. 14.08. CAPTIONS. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or section of the Agreement. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. LESSORMUNICIPAL LEASING CREDIT LESSEE: CITY OF LUBBOCK CORPORATION Windy Sitton By: By; Printed Printed Name: Carol D. Searcy Name: Title: President Title: Address: 10520 Barkley, Suite 5 Address: Overland Park, KS 66212-1823 Approved as to Printed Name: _ Title: Attest By: Printed Name: Mavor of Lubbock 1625 13`" St. P.O. Box 2000 City of Lubbock, TX 79401 street 79457 P.O. KaYoe Darnell Title: City Secretary [LESSEE SEAL] Approved as to Form: 14( ;r A, Printed Name:aas / City of Lubbock Title: Municipal Contracts Attorney / City of Lubbock 44 e EXHIBIT A: MUNICIPAL CERTIFICATE Re: Equipment Lease/Purchase, dated as of 02/29/00 between Municipal Leasing Credit Corporation, as Lessor, and Q-ty of Lubbock, as Lessee. I, the undersigned, the duly appointed, qualified and acting City Secretary of the above -captioned Lessee do hereby certify this k 3�day of x March .20 00 , as follows: (1) Lessee did, at a regular (regular or special) meeting of the governing body of the Lessee held )(—March 23rd ,20 00 by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the above -referenced Equipment Lease/Purchase Agreement (the "Agreement") on its behalf by the following named representative of the Lessee, to wit: Name: Windy Sitton Title: Mayor of Lubbock Signature: Attest: Name: Kaythie Darnell Title: City Secretary Signature (2) The above named representative of the Lessee held at the time of such authorization, and holds the present time, the office set forth above. (3) The meeting of the governing body of the Lessee at which the Agreement was approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof and that the action approving the Agreement and authorizing the execution thereof has not been altered or rescinded. (4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. (5) All insurance required in accordance with the Agreement is currently maintained by the Lessee. (6) Lessee has, in accordance with ,the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the Original Term and to meet its other obligations for the Original Term (as such terms are defined in the Agreement) and such funds have not been expended for other purposes. (7) The budget year of Lessee is from October 1 to September 30. IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the day and year first above written. / [LESSEE SEAL] By: (If no seal, initial here: _) Printed name: Ka Darnell Notary Public, State of Texas My Commission Expires Subscribed to and sworn before me this 30th day of March , 20 00 Notary Public My commission expires: r _ EXHIBIT B: TAX CERTIFICATE Not applicable to this lease. EXIiIBIT C: LOCAL COUNSEL'S OPINION Re: Equipment Lease/Purchase Agreement, dated as of 02/29/00, by and between Municipal Leasing Credit Corporation, a Kansas corporation, as Lessor, and City of Lubbock, as Lessee. (Date of Letter) Municipal Leasing Credit Corporation 10520 Barkley, Ste. S Overland Park, KS 66212-1823 As legal counsel to Lessee, I have examined (1) an executed counterpart of the Equipment Lease/Purchase Agreement, dated as of the date stated above, including the Exhibits attached thereto or forms of Exhibits to be attached thereto, by and between Lessor and Lessee, which inter alis, provides for the lease to, with an option to purchase by, the Lessee of certain property (the "Equipment"), (2) an executed counterpart of the ordinance or resolution of the Lessee which, inter alia, authorizes .the Lessee to execute the Agreement, and (3) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. Based upon the foregoing, it is my opinion that: (1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, as defined in the Agreement, and is a state or political subdivision as such terms are used in Section 103 of the Internal Revenue Code of 1986, as amended; (2) Lessee has the requisite power and authority to lease with an option to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement; (3) The Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of the Lessee, and the Agreement is a valid and binding obligation of the Lessee enforceable in accordance with its terms; (4) The authorization, approval and execution of the Agreement and all other proceedings of the Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; (5) The Lessee has, in' accordance with the tequirements of law, fully budgeted and appropriated funds for the current budget year to meet its obligation for the Original Term (as defined in the Agreement); and (6) . There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal which; `if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security Interest of the Lessor or its assigns, as the case may be, in the Equipment. (7) This opinion may be relied upon by Lessor, Lessor's assignees, and special tax counsel, if any, retained in connection with this transaction. Respectfully submitted: Signature: R`@�45�� PO. Printed Name: d Title: �1 Address: Telephone #: Date: EXHIBIT D: ACCEPTANCE CERTMCATE In accordance with the terms of the Equipment Lease/Purchase Agreement dated20 /29/00, (the "Lease"), between Municipal Leasing Credit Corporation, ("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, installed 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: Printed Name: Vindy Sitton Title: Mayor of Lubbock Date: je., 3 - o _ a Attest By: Kay ie Darnell city Secretary PAYMENT SCHEDULE Re: City of Lubbock Equipment Lease/Purchase Agreement, dated as of 02/29/00 $215,202.00 with 5 annual payments @ 5.975% PYMT. # DATE PAYMENT INTEREST PRINCIPAL *PURCHASE and Title: Windy Sitton, Mayor of Lubbock Date: ' Attest By:kJA PRICE AMOUNT 1 Funding 48,325.75 35.72 48,290.03 168,581.09 2 03/15/01 48,325.75 10,251.21 38,074.54 130,125.80 3 03/15/02 48,325.75 7,912.79 40,412.96 89,308.71 4 03/15/03 48,325.75 5,430.75 42,895.00 45,984.76 5 03/15/04 48,325.75 2,976.28 45,529.47 0.00 Grand Totals: 241,628.75 26,426.75 215,202.00 *plus interest to date of purchase. ACKNOWLEDGED AND ACCEPTED BY: City of Lubbock BV/C Y• Printed Name and Title: Windy Sitton, Mayor of Lubbock Date: ' Attest By:kJA K y ie Da e City ecretary ACCEPTANCE AND PAYMENT REQUEST FORM To: Municipal Leasing Credit Corporation 10520 Barkley, Suite 5 Overland Park, KS 66212-1823 Re: Equipment Lease/Purchase Agreement, dated as of 02/29/00, between Municipal Leasing Credit Corporation, (as "Lessor"), and City of Lubbock, (as "Lessee") In accordance with the terms of the Equipment Lease/Purchase Agreement dated 02/29/00, (the "Lease"), between Municipal Leasing Credit Corporation ("Lessor") and the undersigned ("Lessee"), Lessee hereby certifies and represents to, and agrees with, Lessor as follows: 1. The Equipment, as described herein, has been delivered, installed and accepted on the date indicated below. Said Equipment is part or all of the "Equipment" that is the subject of the above - referenced Equipment Lease/Purchase Agreement. QUANTITY DESCRIPTION SERIAL/VIN AMOUNT 2. Lessee has conducted such inspection and/or testing of the above-described 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. Therefore, as nessor") for the above -referenced Lease/Purchase Agreement, you are hereby requested to pay to the person or corporation designated below as Payee, the sum set forth above in payment of a portion or all of the cost of the acquisition of the equipment described above. The amount shown is due and payable under the invoice of the Payee with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described above is part or all of the "Equipment" that is subject to the Equipment Lease/Purchase Agreement. Payee: Dated: ,f March 30th , 20-Q1— LESSEE: rt ubbocIc 17 By: zf?� Title: Wj4dy Sitton, Aayor Attest By: Kay6hie Darnell, ecretary Please retain this form. When the Equipment has been delivered and accepted, sign and return to MLCC. This form authorizes us to release payment to the Vendor. F 8038.6, Information Return for Tax -Exempt Governmental Obligations ► under internal Revenue Code section 149(e) OMB No. 1545-0720 (Rev. May 1999) ► See separate Instructions. Ikpartment of the Treasury Caution: Use Form 8038 -GC If the issue price is under $100,000. tuernal Iteverne service Reporting Authority It Amended Return, check here ► [ 1 Issuer's name Isames employer identification taattw City of Lubbock rl5, . 600yio1,o 3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report nailer 1625 13th St., P.O. Box 2000 G 2000- 5 City, town, or post office, state, and ZIP code 6 Date of issue Lubbock, TX 79401 (street) 79457 (P.O.) 7 Name of issue City of Lubbock Equipment Lease/Purchase Agreement dated as of 6 CUSIP number 02/29/00 n/a 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Tdgf me saber d dkw or Ilxpl repr 9atatiw Laura Ritchie, Buyer 1 (806 )775-2167 r. a e,r Ie:etta ichack annlicabie barfes) and enter the issue price) See instructions and attach schedule 11 0 Education 12 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . 13 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 15 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . n Environment (including sewage bonds) . . . . . . . . . . . . . . . . 15 215 202.00 16 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 19 ❑ Other. Describe► If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► ❑� N� 20 If obliations are in the form of a lease or installment sale, check box . . . . . _ Oe stri tion of Obli ations. (Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) stated redemption (d) Weighted y price at maturity average maturity (e) Yield 21 n/a $ 215,202.00 $ n/a 5.0 ears 5.975 Uses of Proceeds of Bond Issue indui underwriters' discount N/A 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 23 Issue price of entire issue (enter amount from line 21, column (b)) ... . . . . . 24 Proceeds used for bond issuance costs (in ciuding underwriters' discount) , 24 25 Proceeds used for credit enhancement . . . . . . . . . . . 25 26 Proceeds allocated to reasonably retilared reserve or replacement fund 26 x 27 Proceeds used to currently refund prior issues . . . . . . . . 27 28 Proceeds used to advance refund prior issues , . . . . . . . 28 1 29 29 Total (add lines 24 through 281 . . . . . . . . . . . . . . . . . . 30 Nonrefunding proceeds of the issue subtract fine 29 from line 23 and enter amount here 30 Descri tion of Refunded Bonds Com fete this art onl for refundin bonds.. N A 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . 10- years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . , , ► years 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . 1 34 Enter the date(s) the refunded bonds were issued► 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(51 35 n/a 36a Enter the atnou t of gross proceeds invested or to be guested in a gzlarlteed inuestrrEtut contract (see Irtstrtxxiots) 36a n/a b Enter the final maturity date of the guaranteed investment contract - 37 Pooled financings: a Proceeds of this issue that are to be used to make bans to other gaarrrretrtal units 37a n/a b If this issue is a ban made from the proceeds of another tax-exempt issue, check box► ❑ and enter the name of the issuer ► and the date of the issue Ili - 38 38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(110 (small issuer exception), check box 10-0 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . 10- 40 40 If the issuer has identified edge, check box 10 - Under Under penalti of , 1 declare that 1 have examined this re_aseen>pxWing schedules and statements. and to the bet of my knowledge and belier. ev a correctr.and complete.% Agturn Please Sign I j_3o •©o Here ignattre issuer's author prbsentative Date For Paperwork Reduction Act Notice, see page 2 of the Instructions. Kaythie Darnell, City Secretary Windy Sitton, Mayor of Lubbock ype or prat name and title Cat. No. 637736 Form 8038-0 (Rev. 5.99) 0 0 > z= g f of _ Y d m m c � Jf J�I 8 $ L� 3F f Oog 0 _ w� J� A W E .� n f O 2'L I r 1 g.3%I € u^� c a s€ rao o onC �y m stO C4 0 to X f0 E�f. w to U 6 # a= i'o=I YR c O Wa N aco O 8 0 cc Q 0 So �x "0 ag # ,, n s = cn pILt; IL 0 3 ='a c s r 41 O "> Z p o M b a T x A O No Z o o fD Y D c U M CL _j �.. 9 E • Ot v S 3 I .O ppID • O Gar C v' O b$ IL ° 4J :es1! igl _«�i :ha I u+ Z Z O C Nip� a L C z 0 J F- 4- 2 Y o O m m U 0a' .� u 4 a IC-CMUNICIPAL LEASING CREDIT C O R P O R A T I O N Laura Ritchie City of Lubbock, TX P.O. Box 2000 Lubbock, TX 79457 March 10, 2000 INVOICE 031OC100-1 Re: City of Lubbock Equipment Lease/Purchase Agreement dated as of 02/29/00 For: 1 Center Pivot Control System for Wastewater Treatment per ITB #00017 Payment Due: at funding $48.325.75 Please make payment to, and mail to: Municipal Leasing Credit Corporation 10520 Barkley, Ste. 5 Overland Park, KS 66212-1823 10520 BARKLEY, SUITE 5 0 OVERLAND PARK, KANSAS 66212-1823 0 913/381-1900 • FAX 913/381-0105 No Text No Text No Text MUNICIPAL LEASING CREDIT CORPORATION Resolution No. 2000-80086 10520 Barkley, Suite 5 Overland Park, KS 66212-1823 (913) 381-1900 NOTICE OF ASSIGNMENT City of Lubbock 1625 13`x' St. P.O. Box 2000 Lubbock, TX 79401 (street) 79457 (post office) Re: Equipment Lease/Purchase Agreement dated as of 02/29/00 between Municipal Leasing Credit Corporation, as Assignor and City of Lubbock, as Lessee Please be advised that Municipal Leasing Credit Corporation, as Assignor, has assigned all its right, title, and interest in, to and under the above -referenced Equipment Lease/Purchase Agreement (the "Agreement"), the Equipment leased thereunder and the payments to be received thereunder, including the Rental Payments thereunder, and the Purchase Price thereunder (except its right to receive Rental Payment(s) No(s). n/a, its rights under Section 12.03 of the Agreement, and its right to liability insurance coverage under Section 8.03) to Transamerica Public Finance. LLC, (the "Assignee"), whose address is 2600 Grand Boulevard, Suite 380, Kansas City, Missouri 64108, and whose tax identification number is 36-4276524. While the rights assigned include rights to indemnification and liability insurance, Assignor also retains those rights so that both Assignor and Assignee shall have rights to indemnification under Section 12.03 of the Agreement and to liability insurance coverage under Section 8.03 of the Agreement. All Rental Payments and payment of the Purchase Price Amount due under the Agreement, except for Rental Payment(s) No(s). n/a, should be made to the Assignee at the following address: Transamerica Public Finance, 21479 Network Place, Chicago, 11 60673- 1214. Rental Payment(s) No(s). n/a should be made to the Assignor. Please acknowledge your acceptance of the assignment and your agreement to make payments due under the Agreement, except for Rental Payment(s) No(s). n/a, to the Assignee by the signature of a duly authorized officer in the space provided at the bottom of this letter and return it to us at the address above. Sincerely, MUNICIPAL LEASING CREDIT CORPORATION APPROVED AS TO FORM: By:QLI�E)Q� o�•-� ill de Haas, Legal Title: Carol D. Searcy, Preside t ACKNOWLEDGED (AND AGREED, TO: LESSEE: -City of Lubbock /% i —` B)i`ZL—jq Title: WindySi o , Aayor of Lubbock Date: V _ �, -/ - A o Attest by: Title: Resolution No. 2000—R0086 ADDENDUM TO EQUIPMENT LEASE/PURCHASE AGREEMENT THIS ADDENDUM TO EQUIPMENT LEASE/PURCHASE AGREEMENT dated as of February 29, 2000 (the "Addendum"), is entered into by and between Municipal Leasing Credit Corporation, a Kansas corporation ("Lessor'), and the City of Lubbock, Texas ("Lessee), as an addendum to that certain Equipment Lease/Pachase Agreement dated as of February 29, 2000 (together with this Addendum, the "Lease") between Lessor and Lessee. Lessor and Lessee hereby agree as follows: 1. This Addendum is entered into to modify and supplement the terms otherwise contained in the Lease. This Addendum is hereby made a part of the Lease and to the extent the provisions of this Addendum and the other provisions of the Lease conflict, the provisions of this Addendum shall control. 2. The last sentence of Section 6.05 of the Lease is hereby deleted and the following sentence is inserted in lieu thereof. Notwithstanding the foregoing, the decision whether to budget and appropriate funds and to continue the Lease Term is solely within the discretion of the then current governing body of Lessee. IN WITNESS WHEREOF, the Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized officers, as of the date set forth below. MUNICIPAL EASING CREDIT CORPORATION, As Lessor By: clw�l Name Carol D. Searcy Title: President Date: �aZo1'00 C—C— MUNICIPAL LEASING CREDIT C O R P O R A T I O N April 7, 2000 Laura Ritchie Senior Buyer City of Lubbock Purchasing Department 1625 13th Street Lubbock, TX 79401 Re: City of Lubbock Equipment Lease/Purchase Agreement dated as of 02/29/00 Dear Laura: As you requested, enclosed please find four original sets of the lease documents for the above-mentioned Agreement. We have retained one original here in this office for our financing committee. Please note that we did not return the Escrow Agreement(s). Their execution will take place once we have our funding process completed and are ready to proceed with closing. Although we expect that to occur during the next week or so, we wanted to go ahead and get these signed documents back in your hands. Please call me at 500-333-4910 if you have questions. Otherwise, we'll be in touch with you sometime next week. Enclosures Sincerely, Ellen O'Kelley Documents C43 ca 10520 BARKLEY, SUITE 5 - OVERLAND PARK, 1<04tAS 66219.1823 - 913/381-1900 - FAX 913/381-0105 1 Resolution No. 2000-80086 PARTIAL DELIVERY ACCEPTANCE AND PARTIAL PAYMENT REQUEST FORM To: Municipal Leasing Credit Corporation 10520 Barkley, Suite 5 Overland Park, KS 66212-1823 Re: Equipment Lease/Purchase Agreement, dated as of 02/29/00, between Municipal Leasing Credit Corporation, (as "Lessor"), and Cily of Lubbock, (as "Lessee") In accordance with the terms of the Equipment Lease/Purchase Agreement dated 02/29/00, (the "Lease"), between Municipal Leasing Credit Corporation (" Lessor") and the undersigned ("Lessee"), Lessee hereby certifies and represents to, and agrees with, Lessor as follows: 1. The Equipment, as described herein, has been delivered on the date indicated below. Said Equipment is part of the "Equipment" that is the subject of the above -referenced Equipment Lease/Purchase Agreement. QUANTITY 33 DESCRIPTION TIMS ADVANCE CONTROL PANEL 41 TELEMETRY NETWORK 40 ELECTONIC FLOWMETER ASSEMBLY 6 ELECTRONIC RAINGUAGE MONITOR 1 TELEMETRY BASE STATION 1 TELEMETRY CALL OUT ALARM 1 FCC RADIO LICENSE APPLICATION LESS DISCOUNT TOTAL SERIAL/VIN N/A AMOUNT $120,120.00 N/A 73,800.00 N/A 40,000.00 N/A 2,340.00 N/A 4,000.00 N/A 1,000.00 N/A 324.94 55,564.54- $186,020.40 2. 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. Therefore, as (" Lessor") for the above -referenced Lease/Purchase Agreement, you are hereby requested to pay to the person or corporation designated below as Payee, the sum set forth above in payment of a portion of the cost of the acquisition of the equipment described above. The amount shown is due and payable under the invoice of the Payee with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described above is a portion of the "Equipment" that is subject to the Equipment Lease/Purchase Agreement. I %yee: . ...Mesa Irrigation. Wilson — New Home Branch Dated: lil 1-9- 20,�Z Rt. I Box 1 Wilson. X 79381 of Title: Wilnyly Sitt4fi, Mayor Attest By: Title: Kaythi arnell, City Secretary Approved as to Form: Title: Bill de Haas, Competition and Contracts Manager Please retain this form. When the Equipment has been delivered and accepted, sign and return to MLCC. This form authorizes us to release payment to the Vendor. Juni -20-00 01:56P MESA IRR CO 8068722615 P.02 WILSON - NEW HOME BRANCH MESA IRRIGATION RT 1 BOX 10 WILSON, TX 79381 Sold MUNICIPAL LEASING CREDIT To: 10520 BARKLEY„ SUITE 5 OVERLAND PARK, KANSAS 66212-1823 Ship Via.: Ship Date: 06/20/00 Due Date.: 07/20/00 Perms....: NET 30 DAYS * I N V O I C E Document Number: 3995 Document Date: 06/20/00 Page: 1 Ship CITY OF LUBBOCK To: LAND APPLICATIONS LUBBOCK, TX Cust I.D.....: MUNLEA P.O. Number... P.O. Date....: 06/2.0/00 Job/Order No.; Salesperson..: DWM tem'I_D./DescW TX ______ __.___Ordered______Shipped�ww+Unit�---Price______-_.__Net iIMS ADVANCE 33.00 33.00 3640.0000 120120.00 E CONTROL PANEL 'ELEMETRY NETWORK 41.00 41.00 1800.0000 73800.00 E :LECTRONIC 40.00 40.00 1000.0000 40000.00 E FLOWMETER ASSEMBLY r-LECTRONIC 6.00 6.00 390.0000 2340.00 E RAINGUAGE MONITOR fELEMETRY BASE 1.00 1.00 4000.0000 4000.00 E STATION TELEMETRY CALL OUT 1.00 1.00 1000.0000 1000.00 E ALARM =CC RADIO LICENSE 1.00 1.00 324.9400 324.94 E tAPPLICATION 55564.54 - DISCOUNT Subtotal: 1.86020.40 Tax._.... 0.00 Total_..: 186020.40