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R2019-241 2019-10-28 RESOLUTION NO. R2019-241 A Resolution of The City Council of the City of Pearland,Texas,authorizing the City Manager or his designee to participate in an interlocal cooperative pricing arrangement through the Texas Buy Board Cooperative for a three (3) year lease of landscape equipment as part of the Parks Efficiency Package, from John Deere, in the amount of$213,333.35. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through interlocal cooperative partner Texas Buy Board Cooperative for the lease of landscape equipment as part of the Parks Efficiency Package, from John Deere, in the amount of$213,333.35. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the Texas Buy Board Cooperative for the lease of landscape equipment. PASSED, APPROVED and ADOPTED this the 28th day of October, A.D., 2019. Vco TOM REID MAYOR 'oauutttttt (v-A;T�TEEST:: /f MARIA RO RI . � MARIA RODRIGUEZ INTERIM CITY SECRETARY APPROVED AS TO FORM: DARINM. CO CITY ATTORNEY Resolution No. R2019-241 0 JOHN DEERE Master Lease-Purchase Agreement FINANCIAL I Agreement No. 10107808 Lessee: CITY OF PEARLAND 3519 LIBERTY DR,,PEARLAND,TX 77581-5416 Lessor: DEERE CREDIT,INC. 6400 NW 86Th ST,PO BOX 6600,JOHNSTON,IA 50131-6600 This Master Lease-Purchase Agreement("Master Agreement') is entered into between Deere Credit, Inc., as Lessor("we", "us"or"our"), and the Lessee identified above("you"or"your). "Schedule"shall mean any Lease Schedule signed by you and us,which incorporates the terns of this Master Agreement. "Lease.shall mean this Master Agreement and any Schedule. TERMS AND CONDITIONS 1. Lease Term; Payments. You agree to lease from us the property("Equipment')described in each Schedule for the Lease Term. The Lease Term will begin on the Lease Term Start Date and end on the Lease Tenn End Date. All attachments and accessories itemized on the Schedule and all replacements,parts and repairs to the Equipment shall form part of the Equipment. A Schedule Is not accepted by us until we sign it.even if you have made a payment to us. You agree to remit to us the Lease Payments indicated in the Schedule and all other amounts when due and payable each Billing Period,even if we do not send you a bill or an invoice. Except as otherwise provided in Section 2 of this Master Agreement,YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL, AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. For any payment which is not received by its due date,you agree to pay a late charge equal to 1%of the past due amount (not to exceed the maximum amount permitted by law) as reasonable collection costs, plus interest from the due date until paid at a rate of 1.5% per month,but In no event more than the maximum lawful rate. 2. Non-Appropriation of Funds. You intend to remit to us all Lease Payments and other payments for the full Lease Term if funds are legally available. In the event you are not granted an appropriation of funds at any time during the Lease Term for the Equipment or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to you to remit Lease Payments and other payments due and to become due under the Lease, and there is no other legal procedure or available funds by or with which payment can be made to us, and the non- appropriation did not result from an act or omission by you,you shall have the right to return the Equipment in accordance with Section 8 of this Master Agreement and terminate the Lease on the last day of the fiscal period for which appropriations were received without penalty or expense to you,except as to the portion of the Lease Payments for which funds shall have been appropriated and budgeted. At least thirty(30)days prior to the end of your fiscal period,your chief executive officer(or legal counsel)shall certify in writing that(a)funds have not been appropriated for the fiscal period, (b)such non-appropriation did not result from any act or failure to act by you, and(c)you have exhausted all funds legally available to pay Lease Payments. If you terminate the Lease because of a non-appropriation of funds,you may not,to the extent permitted by applicable law,purchase,lease,or rent,during the subsequent fiscal period, equipment performing the same functions as,or functions taking the place of,those performed by the Equipment. This Section 2 shall not permit you to terminate the Lease In order to acquire any other equipment or to allocate funds directly or indirectly to perform essentially the application for which the Equipment is intended. 3. Taxes. Although you may be exempt from the payment of certain taxes,you agree to pay us when invoiced(a)all sales,use,rental,gross receipts and all other taxes which may be imposed on the Equipment or its use,and(b)all taxes and governmental charges associated with the ownership,use or possession of the Equipment including,but not limited to,personal property and ad valorem taxes("axes"). Taxes do not include those measured by our net income. If applicable law requires tax retums or reports to be filed by you,you agree to promptly file such tax retums and reports and deliver copies to us. You agree to keep and make available to us all tax returns and reports for Taxes paid by you. 4. Security Interest Missing Information.You shall have title to the Equipment immediately upon delivery and shall be the owner of the Equipment. You(a)grant us and our affiliates a security interest in the Equipment(and all proceeds)to secure all of your obligations under the Lease and any other obligations,which you may have,to us or any of our affiliates,and(b)authorize us to file financing statements naming you as debtor. You agree to keep the Equipment free and clear of liens and encumbrances, except those in our favor, and promptly notify us if a lien or encumbrance is placed or threatened against the Equipment. You irrevocably authorize us, at any time,to(a) insert or correct information on the Lease, including your correct legal name,serial numbers and Equipment descriptions;(b)submit notices and proofs of loss for any required insurance;and(c)endorse your name on remittances for insurance and Equipment sale or lease proceeds.Notwithstanding any other election you make,you agree that(1)we can access any information regarding the location,maintenance, operation and condition of the Equipment; (2) you irrevocably authorize anyone in possession of that information to provide all of the that information to us upon our request;(3)you will not disable or otherwise interfere with any information gathering or transmission device within or attached to the Equipment;and(4)we may reactivate any such device. 5. Equipment Maintenance,Operation and Use. You agree to(a)not move the Equipment to another county or state without notifying us within 30 days;(b)operate and maintain the Equipment in accordance with all(1)laws,ordinances and regulations,(2)manuals and other instructions issued by the manufacturer(s)and supplier(s),and(3)insurance policy terms and requirements;(c)perform(at your expense)all maintenance and repairs necessary to keep the Equipment in as good a condition as when delivered to you,reasonable wear excepted;(d)not install any accessory or device on the Equipment which affects the value,useful life or the originally intended function or use of the Equipment in any way,unless it can be removed without damaging the Equipment;(e)allow us and our agent(s)to inspect the Equipment and all of your records related to its use,maintenance and repair,at any reasonable time;(f)keep any metering device installed on the Equipment connected and in good working condition at all times;(g)affix and maintain,in a prominent place on the Equipment,any labels,plates or other markings we may provide to you;and(h)not permit the Equipment to be used by,or to be in the possession of,anyone other than you or your employees. 6. Insurance. You agree,at your cost,to(a)keep the Equipment insured against all risks of physical damage for no less than the Principal Balance (as Indicated in the Amortization Schedule attached to and made a part of the Schedule),naming us as sole loss payee; and(b)maintain public liability insurance,covering personal injury and property damage for not less than$1,000,000 per occurrence,naming us as additional insured. All Insurance must be with companies and policies acceptable to us. Your obligation to insure the Equipment continues until you retum the Equipment to us and we accept it Each Insurance policy must provide that(a)our interest in the policy will not be invalidated by any act, omission,breach or neglect of anyone other than us:and(b)the insurer will give us at least 30 days'prior written notice before any cancellation of,or material change to.the policy. Unless you provide us with evidence of the required Insurance coverages,we may purchase insurance,at your expense,to protect our interests in the Equipment. This insurance may not(1)protect your interests;or(2)pay any claim that you make or any claim that is made against you in connection with the Equipment. You may later cancel any insurance purchased by us, but only after providing us with evidence that you have obtained the insurance required by the Lease. The cost of the insurance may be more than the cost of insurance you may be able to obtain on your own. 7. Loss or Damage. Until the Equipment is returned to us in satisfactory condition,you are responsible for all risk of loss,damage,theft,destruction or seizure of the Equipment(an"Event of Loss"). You must promptly notify us of any Event of Loss. If the Equipment can be repaired or replaced,you agree to promptly repair or replace the Equipment,at your cost,and the terms of the Lease will continue to apply. Universal Tax Exempt Muni-Standard Package May 52019 App 12980935 Agreement No. I 0107808 ADDITIONAL TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT If the Equipment cannot be repaired or replaced, you agree to immediately pay us the Principal Balance, as determined by us as of the day before such Event of Loss occurred. Upon receipt of the Principal Balance,we will transfer to you(or the insurance company) all of our right,title and interest in such item(s)of Equipment(each,an"Item')AS-IS,WHERE-IS,WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE. All insurance proceeds must be paid directly to us,and we may apply any excess insurance proceeds to any other amounts you owe us. 8. Return of Equipment If a Schedule is terminated for any reason including, but not limited to,a non-appropriation of funds pursuant to Section 2 of this Master Agreement, you agree to return all Equipment to the nearest John Deere dealer that sells equipment substantially similar to the Equipment,at your expense and in satisfactory condition,along with all use,maintenance and repair records. Equipment is in satisfactory condition if it is in as good a condition as when the Equipment was delivered to you,reasonable wear expected. 9. Default.You will be in default if:(a)you fail to remit to us any Lease Payment or other payment when due;(b) you breach any other provision of the Lease and fail to cure such breach within 10 days;(c)a default occurs under any other agreement between you and us(or any of our affiliates);or (d)you fail to maintain the insurance required by Section 6. Time is of the essence under the Lease. 10. Remedies. If a default occurs, we may, to extent permitted by applicable law, do one or more of the following: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the Principal Balance as of the date of such default; (b)declare any other agreements between you and us(or any of our affiliates) In default;(c)terminate any of your rights(but none of your obligations) under any Lease and any other agreement between you and us(or any of our affiliates);(d)require you to return the Equipment in the manner outlined in Section 8,or take possession of the Equipment; (e)lease or sell the Equipment or any portion thereof at a public or private sale;(f) apply the net proceeds we receive from any sale,lease or other disposition of the Equipment(after deducting all of our costs and expenses)to your obligations under the Lease, with you remaining liable for any deficiency;(g)charge you for expenses incurred in connection with the enforcement of our remedies including,without limitation, repossession,repair and collection costs, attorneys'fees and court costs; (h) exercise any other remedy available at law or in equity; and(i) take on your behalf(at your expense) any action required by the Lease which you fail to take. These remedies are cumulative, are in addition to any other remedies provided for by law,and may be exercised concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of any other right or future right. 11. Assignment You will not assign,pledge or otherwise transfer any of your rights or interests in the Lease or any Equipment without our prior written consent. Any assignment without our consent will be void. We may assign the Lease or our interest in the Equipment at any time without notice to you and without your consent. We may provide information about you to any prospective assignee or participant. You agree not to assert against our assignee any claims,offsets or defenses which you may have against us. 12. Representations and Warranties. You represent and warrant to us,as of the date of this Master Agreement and of each Schedule,and covenant to us so long as the Lease is in effect,that: (a)you are a State,or a political subdivision thereof,for purposes of Section 103 of the Internal Revenue Code of 1986,as amended(the"Code");(b)any documents required to be delivered in connection with the Lease(collectively,the"Documents')have been duly authorized by you in accordance with all applicable laws, rules, ordinances, and regulations; (c) the Documents are valid, legal, binding agreements,enforceable in accordance with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of your governing body,and hold the offices Indicated below their signatures;(d)the Equipment is essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and shall be used during the Lease Term only by you and only to perform such function;(e)you intend to use the Equipment for the entire Lease Term and shall take all necessary action to include in your annual budget any funds required to fulfill your obligations each fiscal period during the Lease Term; (f)you have complied fully with all applicable law governing open meetings,public bidding and appropriations,required in connection with the Lease and the debt under applicable state law;(g)your obligations to remit Lease Payments and other amounts due and to become due under the Lease constitute a current expense and not a debt under applicable state law;(h) all financial information you have provided is true and a reasonable representation of your financial condition; (i) you shall not do or cause to be done any act which shall cause, or by omission of any act allow the interest portion of any Lease Payment to become includible in our gross income for Federal income taxation purposes under the Code; 0)you shall maintain a complete and accurate account of all assignments of the Lease in the form sufficient to comply with book entry requirements of Section 149(a) of the Code and the regulations prescribed thereunder from time to time;and(k) you shall comply with the information reporting requirements of Section 149(e) of the Code. Such compliance shall include, but not be limited to, the execution of 8038-G or 8038-GC Information Returns. 13. Indemnity. You are responsible for all losses,damage,claims, injuries to or the death of an individual, and attorneys'fees and costs("Clams'), incurred or asserted by any person, in any manner related to the Equipment or the lease thereof, including its use,condition or possession. To the extent permitted under applicable law,you agree to defend and indemnify us,and hold us harmless,against all Claims,although we reserve the right to control the defense and to select or approve defense counsel. You agree to not bring any action for Claims against us. You will promptly notify us of all Claims made. Your liability under this Section is not limited to the amounts of insurance required under the Lease. This indemnity continues beyond the termination of a Schedule,for acts or omissions,which occurred during the Lease Term. 14. Time Price. You understand that the Equipment may be purchased for cash or it may be purchased pursuant to the terms of the Lease for a Time Price equal to the sum of(1) all Lease Payments due and to become due thereunder, and(2)the Origination Fee. By executing the Lease,you have chosen to purchase the Equipment for that Time Price. You and we intend to comply with all applicable laws. In no event will we charge or collect any amounts in excess of those allowed by applicable law. In the event any amount in excess of that allowed by law is charged or recovered, any such charge will be deemed limited by the amount legally allowed and any amount received by us in excess of that legally allowed will be applied by us to the payment of amounts legally allowed under the Lease,or refunded to you. 15. Miscellaneous. WE HAVE NOT MADE,AND DO NOT MAKE,ANY REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,AS TO THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, OR OTHERWISE. WE ARE NOT LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. You acknowledge that no supplier or dealer of the Equipment is an agent of ours,or authorized to act for or bind us. You agree not to withhold any amount you owe us if you believe you have a claim against us,or any Equipment supplier(s)or manufacturer(s), but to pursue that claim independently. Any claim you have against us must be made within two years after the event that caused it. All notices must be in writing and will be deemed given 5 days after mailing to the intended recipient at its address indicated above, unless changed by a notice given in accordance with this Section. Each Lease supersedes and replaces all prior understandings and communications(oral or written)conceming the subject matter thereof. Except as otherwise provided in Section 10(c),no part of any Lease can be amended,waived or terminated except by a writing signed by both you and us. Any part of this Master Agreement may be signed in separate counterparts that,together,will constitute one document. If a court finds any part of this Master Agreement to be invalid or unenforceable,the remainder of this Master Agreement will remain in effect. You permit us to monitor and record telephone conversations between you and us. By providing any telephone number,including a mobile phone number,to us. any of our affiliates or any debt collectors we retain, we, such affiliates and such retained debt collectors can contact you using that number, including calls using an automatic dialing and announcing device and prerecorded calls, and that such calls are not"unsolicited' under state or federal law. All of our rights under each Lease shall remain in effect after the expiration of the Lease Term or termination of the Schedule. Universal Tax Exempt Muni-Standard Package May 52019 App 12980935 Agreement No. I 0107808 ADDITIONAL TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT THE TERMS OF THIS MASTER AGREEMENT SHOULD BE READ CAREFULLY BEFORE SIGNING BECAUSE ONLY THESE WRITTEN TERMS ARE ENFORCEABLE NO OTHER TERMS OR ORAL PROMISES MAY BE LEGALLY ENFORCED. BY SIGNING THIS MASTER AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS MASTER AGREEMENT. THIS MASTER AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. CITY OF PEARLAND DEERE CREDIT,INC. LESSEE 3519 LIBE DR LESSOR 6400 NW 86t ST,PO BOX 6600 PEARLA 775)I 16 JOHNSTON,IA 50131-6600 0Y: Ilk CLAY PE ON, ANAGERER Date: .► /—d- 0 Date: Universal Tax Exempt Muni-Standard Package May 52019 App 12980935 0 JOHN DEERE Lease Schedule FINANCIAL Lease Schedule No. 001-0107808-000 Master Lease Agreement No. 0107808 Lessee: CITY OF PEARLAND (nam&Address) 3519 LIBERTY DR„PEARLAND,TX 77581-5416 Lessor: DEERE CREDIT, INC. 6400 NW e67IST.PO BOX 6600,JOHNSTON,IA 50131-6600 EQUIPMENT INFORMATION Year Make Equipment Description Serial Number Engine Hour Cash Price Meter 2019 JD 8800A 4WD T4 DSL MOWER 1TC880AVKKS065025 1 $60,213.66 2019 JD WAM,2 POST MOWER ITC1600TCKG600067 1 $55,773.21 2019 JD PROGATOR,2020A VEHICLE 1TC202ATKKT110689 1 $24,513.89 2019 JD XUV825M UTILITY TRACTOR _ 1 M0825MBJKM021192 1 $15.711.17 2019 JD SPRAYER,HD200 1TC200GXVKT100179 $14,947.92 2019 JD 1200A BUNKER RAKE(50 STATE)(430AM) lTC1200ACJT250110 1 $13,525.20 2019 JD 1200A BUNKER RAKE(50 STATE)(430AM) 1TC1200APKT250394 1 $1352520 2019 JD GATOR,4X2 TX TURF MY19(5595M) 1MOTURFJHKM141047 1 $7,927.60 2019 JD TD100 TOP DRESSER(0252TC) 1TC1000XAJT090006 $7,195.50 Equipment 3519 LIBERTY DR,PEARLAND,TX,77581- OUTSIDE citylimits:8 BRAZORIA COUNTY Location 5416 LEASE TERM Lease Term Start Date Lease Term End Date a Of Payments Lease Payment 'Sales/Use Tax Total Lease Payment 12/13/2019 12/13/2022 3 $73,753.44 $0.00 $73,75344 if part of the regular scheduled lease payment Due Oath 1"Payment Due Billing Period Advance Lease** $73,753.44 Date Payment 13 12/13/2019 0 Monthly 0 Quarterly 0 Semi-Annual O Annual **Advance Lease Payment includes the first 1 and last 0 Lease Payment(s) "Master Agreement'shall mean the above referenced Master Lease-Purchase Agreement. "Schedule"shall mean this Lease Schedule. "Lease'shall mean this Schedule and the Master Agreement. All of the terms and conditions set forth in the Master Agreement and any amendment, addendum, schedule or attachment thereto or hereto are hereby incorporated into and made a part of this Schedule. Lease Payments. Remit the Lease Payments(and applicable sales,use and property taxes)on the dates noted above and all other amounts when due to:DEERE CREDIT,INC.,P.O.Box 4450,Carol Stream,IL 60197-4450. Purchase Option. You may purchase the Equipment at the end of the Lease Term for$1, provided(1) you are not in default, and(2)we receive all amounts you owe us on or before the Lease Term End Date(the"Purchase Option"). Upon exercise of the Purchase Option,we will(a)transfer to you all of our right,title and interest in such item(s)of Equipment AS-IS,WHERE-IS,WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, and (b) release our security interest in the Equipment. Reereseutatlons and Warranties. You represent and warrant to us,as of the date you signed this Schedule,that(1)the Equipment was selected by you;(2)the Equipment(including all manufacturer manuals and instructions) has been delivered to, and examined by, you; (3)the safe operation and the proper servicing of the Equipment were explained to you;(4)you received the written warranty applicable to the Equipment and understand that your rights under the written warranty may be limited; (5) the Equipment is unconditionally and irrevocably accepted by you as being suitable for its intended use; (6) the Equipment is in good condition and repair (operating and otherwise); (7) the Equipment shall be used only for the purpose indicated herein;(8)all information provided to us by you is true and correct. You acknowledge and agree that: (1) we did not select, manufacture or supply any of the Equipment; (2) we acquired the Equipment at your direction; (3) you selected the supplier of the Equipment; (4) you are entitled to all manufacturer warranties (Warranty Rights') and we assign all Warranty Rights to you, to The extent assignable; (5) you may request an accurate and complete statement of the Warranty Rights, including any disclaimers and limitations, directly from the manufacturer; and(6) you assign to us all your rights(but none of your obligations) under all purchase orders, purchase agreements or similar documents relating to the Equipment. You waive all rights and remedies conferred upon a lessee under Sections 508—522 of Article 2A of the Uniform Commercial Code. Miscellaneous. You agree that we can access any information regarding the location,maintenance,operation and condition of the Equipment,and you irrevocably authorize anyone in possession of such information to provide all of that information to us upon our request. You also agree to not disable or otherwise interfere with any information-gathering or transmission device within or attached to the Equipment. You permit us to monitor and record telephone conversations between you and us.By providing any telephone number, including a mobile phone number,to us. any of our affiliates or any debt collectors we retain, we,such affiliates and such retained debt collectors can contact you using that number, including calls using an automatic Universal Tax Exempt Muni-Standard Package - May 52019 App 12980935 dialing and announcing device and prerecorded calls,and that such calls are not"'unsolicited"under state or federal law. All of our rights under each Lease shall remain in effect after the expiration of the Lease Term or termination of the Schedule. Lease Schedule Lease Schedule No. 001-0107808-000 Master Lease Agreement No. 0107808 BY SIGNING THIS SCHEDULE,YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS SCHEDULE AND THE MASTER AGREEMENT. CITY OF PEARLAND DEERE CREDIT,INC.' 3519 LIBERTY DR 6400 NW 86th ST,PO BOX 6600 PEARL D,TX 7 81-5416 JOHNSTON,IA 50131-6600 BY: * By: CLAY PEA ON,CITY MANAGER Date: y 1-6 -ion-) Date: Universal Tax Exempt Muni-Standard Package May 52019 App 12980935 ® JOHN DEERE Amortization Schedule FINANCIAL Lease Schedule No. 001-0107808-000 Master Lease-Purchase Agreement No. 0107808 Lessee: CITY OF PEARLAND (Nemas Actress) 3519 LIBERTY DR,PEARLAND,TX 77581-5416 Lessor: DEERE CREDIT, INC. 6400 NW 66th ST,PO BOX 6600,JOHNSTON,IA 50131-6600 Nominal Annual 3.70% Rate: Payment Number: Date: Lease Payment: Interest: Principal: Principal Balance: Loan 12/13/2019 213,333.35 1 12/13/2019 . 73,753.44 0.00 73,753.44 139,579.91 2019 Totals 73,753.44 0.00 73,753.44 2 12/13/2020 73,753.44 5,252.94 68,500.50 71,079.41 2020 Totals 73,753.44 5,252.94 68,500.50 ' 3 12/13/2021 73,753.44 2,675.00 71,078.44 0.97 2021 Totals 73,753.44 2,675.00 71,078.44 4 12/13/2022 1.00 0.03 0.97 0.00 2022 Totals 1.00 0.03 0.97 Grand Totals 221,261.32 7,927.97 213,333.35 - CITY OFPEARLAND DR ND - DEERE 861CREDIT, REST, LESSEE 3519 LIBERTY DR, •- 6400 NW.86'^STREET,PO BOX 6600 PEAR 1X77 8 416 JOHNSTON,IA 50131-6600 By: y /Cr By: CLAY PEA 0. 'c i[1MANAGER Date: * '^‘ .--70YJ Date: Bncersal Tax Exempt Muni-Standard Package May 52019 App 12980935 0 JOHN DEERE Physical Damage/Liability Insurance FINANCIAL Lease Schedule No. 001-0107808-000 Master Lease Agreement No. 0107808 Lessee: CITY OF PEARLAND (Names Addmss) 3519 LIBERTY DR„PEARLAND,TX 77581-5416 Lessor: DEERE CREDIT,INC. 6400 NW 86t ST,PO BOX 6600,JOHNSTON.IA 50131-6600 LIABILITY INSURANCE on the above referenced Lease Schedule (the"Schedule")to the above referenced Master Lease Agreement will be provided by the following insurance agency: Name of Agency: Phone Number of Agency: Mailing Address of Agency Fax Number of Agency PHYSICAL DAMAGE INSURANCE on the Schedule will be provided by the following agency: Name of Agency: Phone Number of Agency: Mailing Address of Agency Fax Number of Agency If an insurance certificate is available, it should be provided in place of the above information ADDITIONAL INSURED and LOSS PAYEE: Deere Credit, Inc. Its Successors&/or Assigns 6400 NW 86(11 St Johnston, IA 50131 The undersigned agrees and understands that, pursuant to the provisions of Section 6 of the Master Lease Agreement, the undersigned must at all times (1) maintain public liability insurance, covering personal injury and property damage for not less than $1,000,000 per occurrence, naming us (and our successors and assigns) as additional insured; and (2) keep the Equipment insured against all risks of physical damage for no less than the Principal Balance(as indicated in the Amortization Schedule attached to and made part of the Master Lease Agreement), naming us(and our successors and assigns)as sole loss payee. CITY OF PEARLAND LESSEE 3519 LIBERTY DR PEARLA 77551-Spy 6 By: N CLAY PEA OOCIV A AGER Date: 4 -7'202✓ Office Use Only Contact Date(s): Contact Name: Liability Insurance Company Policy it: Liability Insurance Expiration Date Liability Limits: Notes: Physical Damage Insurance Company and Policy# Physical Damage Insurance Expiration Date Insured Value: Notes: Loss Payee Deere Credit,Inc.? Verified By: ❑Yes OWill Be Added Universal Tax Exempt Mun-Standard Package May 52019 App 12980935 EDJOHN DEERE FINANCIAL Advance Lease Payment Invoice Due Date: 12/13/2019 Total Due: $73,753.44 Billing Address: Updated Billing Information: CITY OF PEARLAND 3519 LIBERTY DR PEARLAND, TX 7 75 81-541 6 Please Note: All future invoices will be sent to the billing address shown unless you update your billing Information above. Master Lease Agreement 0107808 Number: Rental/Tax Security Origination AppAdvance # Mfg. Model# Serial Number Due Date Amount Deposit Fee Lease Payment 208396 JD 8800A 1TCe80AVKKS06 12/13/2019 $73,753.44 $0.00 $0.00 $73,753.44 5025 Correspondence Only: Remit Checks Payable To: Deere Credit, Inc. Attn: Lease Administration Deere Credit, Inc. PO Box 6600 Attn: Acct. Dept.—ALP Processing Johnston, IA 50131-6600 PO Box 6600 Johnston, IA 50131-6600 Phone: (800) 771-0681 —select"lease"prompt" Fax: (800)254-0020 Lease issues only TO ENSURE PROPER CREDIT,STAPLE CHECK AND RETURN THIS INVOICE WITH THE LEASE DOCUMENTS. STAPLE ADVANCE LEASE PAYMENT CHECK HERE Every Dishonored Check will result in a fee of$20.00 or an amount not to exceed the highest amount permitted by law. Universal Tax Exempt Muni-Standard Package May 52019 App 12980935 JOHN DEERE Delivery and Acknowledgment FINANCIAL Lease Schedule No. 001-0107808-000 Master Lease Agreement No. 0107808 Lessee: CITY OF PEARLAND (Name&Address) 3519 LIBERTY DR„ PEARLAND,TX 77581-5416 Lessor: DEERE CREDIT, INC. 6400 NW 86th ST,PO BOX 6600,JOHNSTON,IA 50131-6600 Capitalized terms shall have the meanings set forth in the above referenced Master Lease Agreement. Lessee hereby represents and warrants that: (1) all of the Equipment more fully described in the above referenced Lease Schedule was selected by Lessee; (2) all of the Equipment and the Operator's Manuals have been delivered to, and received by, Lessee; (3) all of the Equipment has been inspected by Lessee and is in good working order; (4)all of the Equipment is unconditionally and irrevocably accepted by Lessee for all purposes under the Lease; (5) the safe operation and the proper servicing of the Equipment have been explained to Lessee; (6) Lessee received the manufacturer's written warranty applicable to the Equipment and Lessee understands that its rights are subject to the limitations outlined therein; (7)no Event of Default has occurred and is continuing; and (8) no material adverse change in the financial or business condition of Lessee has occurred since the date of the last financial statement submitted to Lessor by Lessee. Signed by Lessee's duly authorized representative on the date shown below. CITY OF PEARLAND DEERE CREDIT,INC. LESSEE 3519 LIBERTY DR, LESSOR 6400 N.W.86th STREET,PO BOX 6600 PEARL TX 77 81-5416 JOHNSTON,IA 50131-6600 By: ♦ By: CLAY PE ON, I / ANAGER Date: * 1.- Io 2112"1" Date: Universal Tax Exempt Muni-Standard Package May 52019 App 12980935 John Deere Financial Direct Pay-Recurring Enrollment For Credit Card accounts and Installment Loans Fax 800-826-9527 Or Mail: John Deere Financial,Atm: Payment Specialist, PO Box 5327, Madison,WI 53705 Lease Fax to 800-254-0020 Or Mail:John Deere Financial,Attn: Lease Dept, PO Box 6600, Johnston, IA 50131-6600 Eligibility Your account with John Deere Financial must be current in order to enroll for the Direct-Pay Recurring payment option.Your account with your financial institution must allow automatic withdrawals. How to Enroll Complete and sign the authorization form below.Please be sure to provide all information requested. Bank&account information,whether it is a saving or checking account. For the typical checking accounts,the account information is located similar to the sample business or personal checks below: Sample Personal Check ssq.Buskins Check r c ,pap y . l CIES C"bra SW, - - - - ," � - —le Vitt? --- -a- =to I", ,.14. ,a TTjj • JOHN DEERE FINANCIAL DIRECT PAY-RECURRING AUTHORIZATION FORM My signature below authorizes Deere Credit Services, Inc.and its affiliates,(the Company),to initiate debit entries to the checking/savings account below for the regularly scheduled payments or other amounts that I may owe the Company. This authorization is to remain in full force and effect until canceled by the Company, or by written notification from me, given in such time and manner as to allow the Company a reasonable opportunity to act upon it. If your account is dosed due to an Add-On transaction,consolidation or corrected loan agreement and you have Direct Pay-Recurring, your enrollment and banking information will be transferred to your new account. Bank Name John Deere Financial Account Number Bank City&State Name on John Deere Financial Account Name on Bank Account Social Security Number/Federal Tax ID 9 digit Bank Routing and Transit# Type of Account: n Checking In Savings I request Direct Pay Recurring to begin with my Bank Account Number payment due / / I understand any payment due prior to the month I requested above,must be made in order to be eligible for Direct Pay Recurring. Bank Account Owner Signature Date Bank Account Owner Phone Number JOHN DEERE FINANCIAL AMENDMENT TO MASTER LEASE AGREEMENT This Amendment to Master Lease Agreement (this "Amendment") amends and supplements that certain Master Lease Agreement No. 0107808 dated as of the_13_day of December 2019 (the Master Agreement")by and between Deere Credit, Inc. ("Lessor", "we", "us"or"our")and City of Pearland,Texas ("Lessee", "you" or"your"). RECITALS WHEREAS, Lessee and Lessor desire to amend the terms and conditions of the Master Agreement to further clarify certain provisions set forth therein; NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged,the parties agree as follows: 1. Capitalized terms not defined in this Amendment shall have the meaning given to them in the Lease. 2. Section 13 of the Master Agreement is hereby deleted in its entirety and replaced with the following: "13.Section 13. You agree that you will not bring lawsuit or action against us for any losses, damage, infringement claims, injuries and attorneys' fees and costs, incurred or asserted by any person, in any manner relating to the Equipment, including its use, condition or possession. You will promptly notify us of any claims made by a third party. This provision shall continue beyond the termination of a Schedule for acts or omissions which occurred during the Lease Term" Except as expressly amended by this Amendment, the terms and conditions of the Master Agreement shall remain in full force and effect. This Amendment constitutes the complete understanding of the parties hereto and supersedes all prior understandings of the parties relating to the matters discussed herein.This Amendment may only be amended or modified by the terms of a written instrument signed by all parties hereto. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together shall constitute one and the same document. This Amendment shall be governed by and construed in accordance with the laws of the State of Iowa. IN WITNESS WHEREOF,the parties have caused this Amendment to be executed by their duly authorized representatives as of this_day of December, 2019. DEERE CREDIT, INC. CITY OF PEARLAND,TEXAS By: By: Name: Name: C4 Tk&rs', Title: Title: (•:7L,,1s^43o.