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R2021-109 2021-06-14RESOLUTION NO. R2021-109 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to participate in the Texas BuyBoard cooperative purchasing program for the lease -purchase of Fitness Equipment from Johnson Health Tech North America dba Matrix Fitness, in the amount of $187,380.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through the Texas BuyBoard for the lease -purchase of Fitness Equipment from Matrix Fitness, in the amount of $187,380.00. Section 2. That the City Manager or his designee is hereby authorized to enter into a contract for the lease -purchase of Fitness Equipment. PASSED, APPROVED and ADOPTED this the 14th day of June, A.D., 2021. EVIN COLE AYOR ATTF T: OAN, TRMC, CMC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY City of Pearland 3519 Liberty Drive Pearland, TX 77581 General Services Contract This Contract (Contract) is made between the City of Pearland, Texas (City), and Contractor. The City and Contractor agree to the terms and conditions of this Contract, which consists of the following parts: I. Summary of Contract Terms II Signatures III. Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments I. Summary of Contract Terms. Contractor: Johnson Health Tech North America, Inc (Matrix Fitness) 1600 Landmark Drive Cottage Grove, WI 53527 Description of Services: Contractor will provide, deliver, and install various cardio fitness equipment pieces, for the City of Pearland, per the specifications of BuyBoard Contract # 583-19, Quote # QUO-103396-X0Y3R1. Contract Type: 36-month lease with option to buy. Lease Total Amount of $187,830. Effective Date: Council Approval Date 06/14/2021 Termination Date: 36 months, estimated at 07/31/2024 Renewal: No renewal options available. II. Signatures. By signing below, the parties agree to the terms of this Contract: CITY OF PEARLAND: Jul 1, 2021 Purchasing Officer d by: 17ate: ("aK (..) City Manager CONTRACTOR: J Scott Reeves Date Title: Deputy/Assistant City Manager Director Superintendent/Manager *Contract Signature Authority: South Central Regional Manager Date: 6/29/2021 Superintendent/Manager -$5,999 or less Director - $6,000 to $30,000 City Manager/Assistant City Managers - $30,001 to $50,000 City Council Resolution - $50,000+ Page 1 of 5 III. Standard Contractual Provisions. A. Definitions. Contract means this Standard Services Contract. Services means the services for which the City solicited bids or received proposals as described in Exhibit A, attached hereto. B. Services and Payment. Contractor will furnish Services to the City in accordance with the terms and conditions specified in this Contract. Contractor will bill the City for the Services provided at intervals of at least 30 days, except for the final billing. The City shall pay Contractor for the Services in accordance with the terms of this Contract, but all payments to be made by the City to Contractor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Government Code. C. Termination Provisions. (1) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City's own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (2) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default will give the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice, the party giving the notice of default may terminate this Contract by written notice to the other party, specifying the date of termination. Termination of this Contract under this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. (3) Multi -Year Contracts and Funding. If this Contract extends beyond the City's fiscal year in which it becomes effective or provides for the City to make any payment during any of the City's fiscal years following the City's fiscal year in which this Contract becomes effective and the City fails to appropriate funds to make any required Contract payment for that successive fiscal year and there are no funds from the City's sale of debt instruments to make the required payment, then this Contract automatically terminates at the beginning of the first day of the City s successive fiscal year of the Contract for which the City has not appropriated funds or otherwise provided for funds to make a required payment under the Contract. D. Liability and Indemnity. Any provision of any attached contract document that limits the Contractor's liab lity to the City or releases the Contractor from liability to the City for actual or compensatory damages, loss, or costs arising from the performance of this Contract or that provides for contractual indemnity by one party to the other party to this Contract is not applicable or effective under this Contract. Except where an Additional Contract Document provided by the City provides otherwise, each party to this Contract is responsible for defending against and liable for paying any claim, suit, or judgment for damages, loss, or costs arising from that party's negligent acts or omissions in the performance of this Contract in accordance with applicable law. This provision does not affect the right of either party to this Contract who is sued by a third party for acts or omissions arising from this Contract to bring in the other party to this Contract as a third -party defendant as allowed by law. E. Assignment. The Contractor shall not assign this Contract without the prior written consent of the City. F. Law Govern nq and Venue. This Contract is governed by the law of the State of Texas and a lawsuit may only be prosecuted on this Contract in a court of competent jurisdiction located in or having jurisdiction in Brazoria County, Texas. G. Entire Contract. This Contract represents the entire Contract between the City and the Contractor and supersedes all prior negotiations, representations, or contracts, either written or oral. This Contract may be amended only by written instrument signed by both parties. H. Independent Contractor. Contractor shall perform the work under this Contract as an independent contractor and not as an employee of the City The City has no right to supervise, direct, or control the Contractor or Contractor's officers or employees in the means, methods, or details of the work to be performed by Contractor under this Contract. The City and Contractor agree that the work performed under this Contract is not inherently dangerous, that Contractor will perform the work in a workmanlike manner, and that Contractor will take proper care and precautions to insure the safety of Contractor's officers and employees. I. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract If either party disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one- half of the mediator's fees. J. Attorney's Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract, neither party will seek or be entitled to an award of attorney's fees or other costs relating to the suit. K. Severability. If a court finds or rules that any part of this Contract is invalid or unlawful, the remainder of the Contract continues to be binding on the parties. IV. Special Terms or Conditions. None. V. Additional Contract Documents. The following specified documents attached to this Contract are part of this Contract. Any provision contained in the Contractor's Additional Contract Documents that conflicts with this Contract shall have no legal effect. A. Contractor's Additional Contract Documents: 1. The contractor's response to quote # QUO-103396-X0Y3R1 shall be construed as additional contract documents. 2. Executed Contractor Insurance Requirements & Agreement (required insurance certificate[s] shall be in possession of City at actual commencement of work). B. City's Additional Contract Documents: 1. Scope of Services as listed on the attached. EXHIBIT A CONTRACTOR'S SCOPE OF SERVICES Scope of services shall consist of the contractor will provide, deliver, and install various cardio fitness equipment pieces, for the City of Pearland, per the specifications of quote # QUO-103396-XOY3R1. QUOTE 1•44 /V T r 1 X Date: Quote #: Expires On: 0610912021 QUO.103396•XOY3R1 07:09/2021 Primary Sales Contact Scott Reeves P: 512-731-1301 F: 608.839.3779 Scott.Reeves@matrixfitness.cvm Bill To: City of Pearland Kyle Livesay 4141 Bailey Rd Pearland, TX 77584.6047 us (281) 412.8916 - KLivesay@pearlandtx.org Alternate Sales Contact Ruth Fredenberg P: (608) 839.3737 F: (608) 839-3779 ruth,fredenberg@matnxfitness,com Ship To: City of Pearland 4141 Bailey Rd Pearland, TX 77584.6047 US Comments: 5 FREE 1 1 1 Years Treadmill Climbmill Rower Preventative Parts FREE FREE FREE & 5 of Years of of Charge Maintenance Charge Charge Labor Warranty 5 years Shipping Notes: Shipping/Installation Included • Calculated at 9% Qty 10 10 8 1 9 9 1 1 2 2 4 1 4 1 (Model T•PS-TouchXL T-PS-TouchXL ZPM0000009 Number Description Matrix Matrix Preventative Preventative Matrix Matrix Preventative Visits) Preventative Visits) Matrix Matrix Matrix Matrix Preventative (8 Preventative (6 Visits) Visits) Pert. Perf. Pert. Perf. Pert. Perf. Perf. Endur,Prem (Sell TouchXL TouchXL TouchXL TouchXL Touch Premium Touch Maintenance tvlaintenance Maintenance tvlaintenance Maintenance Maintenance sheet Ascent Elliptical LED Treadmill Treadmill Climbmill Climbmill LED hyperlinks Elliptical - • - - Graphite Ascent - - Tread Tread Climbmill Climbmill Graphite Ascent/Elliptical Ascent/Elliptical Graphite Graphite Graphite Graphite Graphit 3 2 Graphite In yr. yr. 3 2 Blue) (8 (6 yr. yr. Visits) Visits) (8 (6 3 2 yr, yr. $16,630.00 $16,630.00 $16,845.00 $16,845.00 $15,320.00 $10,785.00 512,815.40 Llst $6,730,00 $440.00 $330,00 $360.00 $270,00 $360.00 $270.00 Price) Net Unit $7,950.00 Price $0.00 $0.00 Ext. $63,600.00 Price $0.00 $0,00 kis itir : ti� ' i _:r4 ; , jk $7,950.00 $7,950.00 $4,300.00 $6,730.00 $3,600.00 $0.00 $0.00 S0.00 $0.00 $7,950.00 $31,800.00 $4,300.00 $26,920.00 $3,600.00 $0.00 $0.00 $0.00 $0.00 ZPM0000008 CM-PS-TouchXL CM-PS-TouchXL ZPM0000018 ZPM0000017 A A-PS•PLED EP-PS-Touch EP-ES-PLED ZPM0000012 ZPM0000011 -PS -TOUCH $0.00 S0.00 $0.00 $0.00 4 2 2 8 8 1 1 1 15 14 1 R•PS-Touch R-PS-PLED U-PS-Touch ZPM0000015 ZPM0000014 ROWER-02 ZPM0000024 ZPM0000030 ZMT4000149 Ztv1T4000148 ZMT40001 44 dkr-g% Matrix Perf. Touch Recumbent Graphite Matrix Perf. Prem LED Recumbent Graphite 1 4 Matrix Perf.Touch Upright Cycle Graphite Preventative lvtaintenance - Bike 3 yr. (8 Visits) Preventative Maintenance - Bike 2 yr. (6 Visits) Matrix Rower Preventative Maintenance - (croup X 3yr (8 visits) Preventative Maintenance - Group X 2 Visits 3x3 FC EXT WIN 5YR $7,000-$9,999.99 3x3 FC EXT WY 5YR $5,00046,999.99 3x3 FC EXT WY 5YR $0-$1,999.99 i S10,415.00 $5,885,00 $9,675.00 $200.00 $150.00 S2,065,00 $160.00 $40.00 $625.00 $492.00 $222.00 $5,540.00 $2,450.00 $5,300.00 $0.00 $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $0.00 $22,160.00 $4,900 00 $10,600_00 $0.00 • $0.00 $0, 00 $0.00 $0.00 $0.00 $0.00 $0.00 r Equipment Sales Price FRT/ASM'DEL Used Equipment Trade In Discount $175,830.00 $10,305,00 ($9,000.00) Customer Subtotal (before tax) $177,135.00 Tax (Estimated,subject to change) $0.00 Total Amount Due (USD)(including tax) $177,135.00 " Irragris shotiin are for ►Uustration purposes on:y and may not be an exact representation. " " 03ympic bars, dumbbe Is, v,e:ght plates and other accessories depicted in product images are not ircluded. " S.gn Below to accept this order and acknoYsiedge receipt and acceptance of the JHTNA Terms and Conditions of the sale, and the JHTNA Electrical (treadmill only) & cabling (enterta nment any) requirements and the JHTNA Strategic Partner Warranty PRICES SUBJECT TO CHANGE - PRICES BASED UPON TOTAL PURCHASE - ALL DELIVERY, TRAINING OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES - FREIGHT QUOTES ARE SUBJECT TO CHANGE BASED ON INFORMATION CONTAINEDIN THE SITE SURVEY - ADDITIONAL CHARGES MAY APPLY Payments must be made payable to: Johnson Health Tech North America Inc USPS only Johnson Health Tech NA Inc 27829 Network Place Chicago, IL 60673-1278 Fed -Ex, UPS, etc JPMorgan Chase c/o Johnson Health Tech NA Inc. LBX # 27829 131 S. Dearborn, 6th Floor Chicago, IL 60603 Quote #: Quote Amount: Pa) ment Terms: QUO-103396-X0Y3R 1 $177,135.00 Net 30 Signature: Print Name: Facility Name: [)ate of Acceptance: Deposit Amount: NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS THAT MAY BE CONTAINED IN PURCHASER'S PURCHASE ORDER, IF ANY. THIS ACCEPTANCE OF PURCHASER'S ORDER IS EXPRESSLY CONDITIONED UPON PURCHASER'S ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND TO THE ATTACHED TERMS AND CONDITIONS (COLLECTIVELY, THE "AGREEMENT') IN THE EVENT THAT ANY OF THE TERMS OR CONDITIONS SET FORTH IN THE AGREEMENT CONFLICT OR ARE INCONSISTENT WITH ANY OF THE TERMS OR CONDITIONS CONTAINED IN PURCHASER'S PURCHASE ORDER. THEN PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT SHALL SUPERSEDE AND CONTROL THIS TRANSACTION. **Contract includes $10,695 in additional financing costs. GSC Matrix Fitness_6.21.21 Final Audit Report 2021-07-01 Created: 2021-07-01 By: Julie Blackmore (jblackmore@pearlandtx.gov) Status: Signed Transaction ID: CBJCHBCAABAAvnFkeltyP3bkJPoXLOYg4Q_JUpXBW1 C2 "GSC Matrix_Fitness_6.21R21"History Document digitally presigned by DocuSign\, Inc. (enterprisesupport@docusign.com) 2021-06-29 - 7:04:09 PM GMT- IP address: 170.76.141.2 t Document created by Julie Blackmore ablackmore@pearlandtx.gov) 2021-07-01 - 7:31:09 PM GMT- IP address: 170.76.141.2 E Document emailed to Kim Baker (kbaker@pearlandtx.gov) for signature 2021-07-01 - 7:32:02 PM GMT t Email viewed by Kim Baker (kbaker@pearlandtx.gov) 2021-07-01 - 7:32:16 PM GMT- IP address: 170.76.141.2 Document e-signed by Kim Baker (kbaker@pearlandtx.gov) Signature Date: 2021-07-01 - 7:32:24 PM GMT - Time Source: server- IP address: 170.76.141.2 Agreement completed. 2021-07-01 - 7:32:24 PM GMT Adobe Sign TX Small Ticket Firm Term BQ VPA GOVERNMENT OBLIGATION CONTRACT Obligor Obligee City of Pearland, Texas KS StateBank 3519 Liberty Drive 1010 Westloop; P.O. Box 69 Pearland, Texas 77581 Manhattan, Kansas 66505-0069 Dated as of July 20, 2021 This Government Obligation Contract dated as of the date listed above is between Obligee and Obligor listed directly above. Obligee desires to finance the purchase of the Equipment described In Exhibit A to Obligor and Obligor desires to have Obligee finance the purchase of the Equipment subject to the terms and conditions of this Contract which are set forth below. Definitions Section 1.01 Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Additional Schedule" refers to the proper execution of additional schedules to Exhibit A and Exhibit 8, as well as other exhibits or documents that may be required by the Obligee all of which relate to the financing of additional Equipment. "Budget Year" means the Obligor's fiscal year. "Commencement Date" is the date when Obligor's obligation to pay Contract Payments begins. "Contract" means this Government Obligation Contract and all Exhibits attached hereto, all addenda, modifications, schedules, refinancings, guarantees and all documents relied upon by Obligee prior to execution of this Contract. "Contract Payments" means the payments Obligor is required to make under this Contract as set forth on Exhibit B. "Contract Term" means the Original Term and all Renewal Terms. "Exhibit" includes the Exhibits attached hereto, and any "Additional Schedule", whether now existing or subsequently created. "Equipment" means all of the items of Equipment listed on Exhibit A and any Additional Schedule, whether now existing or subsequently created, and all replacements, restorations, modifications and improvements. "Government" as used in the title hereof means a State or a political subdivision of the State within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended ("Code"), or a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b), or a qualified volunteer fire company within the meaning of section 150(e)(1) of the Code. "Obligee" means the entity originally listed above as Obligee or any of its assignees. "Obligor" means the entity listed above as Obligor and which is financing the Equipment through Obligee under the provisions of this Contract. "Original Term" means the period from the Commencement Date until the end of the Budget Year of Obligor. "Partial Prepayment Date" means the first Contract Payment date that occurs on or after the earlier of (a) the twenty-four month (24) anniversary of the Commencement Date or (b) the date on which Obligor has accepted all the Equipment and all amounts have been disbursed from the Vendor Payable Account to pay for the Equipment. "Purchase Price" means the total cost of the Equipment, including all delivery charges, installation charges, legal fees, financing costs, recording and filing fees and other costs necessary to vest full, clear legal title to the Equipment in Obligor, subject to the security interest granted to and retained by Obligee as set forth in this Contract, and otherwise incurred in connection with the financing of this Equipment. "Renewal Term" means the annual term which begins at the end of the Original Term and which is simultaneous with Obligor's Budget Year and each succeeding Budget Year for the number of Budget Years necessary to comprise the Contract Term. "State" means the state which Obligor is located. "Surplus Amount" means any amount on deposit in the Vendor Payable Account on the Partial Prepayment Date. "Vendor Payable Account" means the separate account of that name established pursuant to Section X of this Contract. II. Obligor Warranties Section 2.01 Obligor represents. warrants and covenants as follows for the benefit of Obligee or its assignees: (a) Obligor is an "Issuer of tax exempt obligations" because Obligor is the State or a political subdivision of the State within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended, (the "Code") or because Obligor is a constituted authority or district authorized to Issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b), or a qualified volunteer fire company within the meaning of section 150(e)(1) of the Code. (b) Obligor has complied with any requirement for a referendum and/or competitive bidding. (c) Obligor has complied with all statutory laws and regulations that may be applicable to the execution of this Contract, including the Act; Obligor, and its officer executing this Contract, are authorized under the Constitution and laws of the State to enter into this Contract and have used and followed all proper procedures of its governing body in executing and delivering this Contract. The officer of Obligor executing this Contract has the authority to execute and deliver this Contract. This Contract constitutes a legal, valid, binding and enforceable obligation of the Obligor In accordance with Its terms. Obligor Is a municipality, county, school district, conservation and reclamation district, hospital organization, or other political subdivision of the State of Texas so as to constitute a "governmental agency" under Section 271.005 of the Texas Local Government Code, as amended ("Act"). (d) The Equipment listed In Exhibit A constitutes "personal property" under the Act in that it is personal property in the nature of appliances, equipment, or furnishings, or an interest in such type of personal property. The Equipment may be movable or fixed personal property, however the Equipment cannot constitute a permanent, immovable Improvement. The Obligor may include materials and labor incidental to the Equipment as part of the Equipment in Exhibit A. (e) Obligor shall use the Equipment only for essential, traditional government purposes. (f) Should the IRS disallow the tax-exempt status of the interest portion of the Contract Payments as a result of the failure of the Obligor to use the Equipment for governmental purposes, or should the Obligor cease to be an issuer of tax exempt obligations, or should the obligation of Obligor created under this Contract cease to be a tax exempt obligation for any reason, then Obligor shall be required to pay additional sums to the Obligee or its assignees so as to bring the after tax yield on this Contract to the same level as the Obligee or its assignees would attain if the transaction continued to be tax-exempt. (g) Obligor will submit to the Secretary of the Treasury an information reporting statement as required by the Code. (h) Upon request by Obligee, Obligor will provide Obligee with current financial statements, reports, budgets or other relevant fiscal information. (i) Obligor shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et. seq. as amended and supplemented. (j) Obligor hereby warrants the General Fund of the Obligor Is the primary source of funds or a backup source of funds from which the Contract Payments will be made. (k) Obligor hereby pledges from legally available funds an amount sufficient to provide for the payment of the Contract Payments due under this Contract and such legally available funds have been pledged irrevocably for such payment. (I) The official of Obligor responsible for budget preparation will include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year from legally available funds. (m) Obligor Is unaware of any pending or threatened litigation before any state or federal court which would affect (1) the authority of the Obligor to enter into this Contract or (2) the authority of the Obligor to pledge the legally available funds to the payment of the Contract Payments due under this Contract. If Obligor should become aware of such pending or threatened litigation, Obligor shall notify Obligee immediately. (n) The meeting at which this Contract was adopted was open to the public, and the public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. (o) Obligor shall comply with any procurement laws applicable to the Obligor under the laws of this State. (p) Obligor presently intends to continue this Contract for the Original Term and all Renewal Terms as set forth on Exhibit B hereto. The official of Obligor responsible for budget preparation will Include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year, and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Contract Payments coming due therein. Obligor reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose. (q) Obligor has selected both the Equipment and the vendor(s) from whom the Equipment is to be purchased upon its own judgment and without reliance on any manufacturer, merchant, vendor or distributor, or agent thereof, of such equipment to the public. (r) Obligor owns the Equipment and any additional collateral free and clear of any liens, and Obligor has not and will not, during the Contract Term, create, permit, incur or assume any levies, liens or encumbrances of any kind with respect to the Equipmentor any additional collateral except those created by this Contract. Section 2.02 Escrow Agreement. In the event both Obligee and Obligor mutually agree to utilize an Escrow Account, then immediately following the execution and delivery of this Contract, Obligee and Obligor agree to execute and deliver and to cause Escrow Agent to execute and deliver the Escrow Agreement. This Contract shall take effect only upon execution and delivery of the Escrow Agreement by the parties thereto. Obligee shall deposit or cause to be deposited with the Escrow Agent for credit to the Equipment Acquisition Fund the sum of N/A, which shall be held, invested and disbursed in accordance with the Escrow Agreement. III. Acquisition of Equipment, Contract Payments and the Purchase Option Price Section 3.01 Acquisition and Acceptance. Obligor shall be solely responsible far the ordering of the Equipment and for the delivery and installation of the Equipment. The Payment Request and Equipment Acceptance Form must be signed by the same authorized individual(s) who signed the Signature Card, Exhibit D. By making a Contract Payment after its receipt of the Equipment pursuant to this Contract, Obligor shall be deemed to have accepted the Equipment on the date of such Contract Payment for purposes of thls Contract. All Contract Payments paid prior to delivery of the Payment Request and Equipment Acceptance Form shall be credited to Contract Payments as they become due as shown on the Contract Payment Schedule attached as Exhibit B hereto. Section 3.02 Contract Payments. Obligor shall pay Contract Payments from the legally available funds, as referenced in Section 4.01 below, exclusively to Obligee or its assignees in lawful, legally available money of the United States of America. The Contract Payments shall be sent to the location specified by the Obligee or its assignees. The Contract Payments, payable without notice or demand, are due as set forth on Exhibit B. Obligee shall have the option to charge interest at the highest lawful rate on any Contract Payment received later than the due date for the number of days that the Contract Payment(s) were late, plus any additional accrual on the outstanding balance for the number of days that the Contract Payment(s) were late. Obligee shall also have the option, on monthly payments only, to charge a late fee of up to 10% of the monthly Contract Payment that Is past due. Furthermore, Obligor agrees to pay any fees associated with the use of a payment system other than check, wire transfer, or ACH. Once all amounts due Obligee hereunder have been received, Obligee will release any and all of its rights, title and interest in the Equipment. SECTION 3.03 CONTRACT PAYMENTS UNCONDITIONAL. THE OBUGATIONS OF OBLIGOR TO MAKE CONTRACT PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS CONTRACT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF, OR SUBJECT TO DEFENSE OR COUNTERCLAIM. Section 3.04 Purchase Option Price. Upon thirty (30) days written notice, Obligor shall have the option to pay, In addition to the Contract Payment, the corresponding Purchase Option Price which is listed on the same line on Exhibit B. This option is only available to the Obligor on the Contract Payment date and no partial prepayments are allowed. If Obligor chooses this option and pays the Purchase Option Price to Obligee then Obligee will transfer any and all of its rights, title and interest in the Equipment to Obligor. Section 3.05 Contract Term. The Contract Term shall be the Original Term and all Renewal Terms until all the Contract Payments are paid as set forth on Exhibit B except as provided under Section 9.01 below. Section 3.06 Disclaimer of Warranties. OBLIGEE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. OBLIGEE 15 NOT A MANUFACTURER, SELLER, VENDOR OR DISTRIBUTOR, OR AGENT THEREOF, OF SUCH EQUIPMENT; NOR IS OBLIGEEA MERCHANT OR IN THE BUSINESS OF DISTRIBUTING SUCH EQUIPMENT TO THE PUBLIC. OBLIGEE SHALL NOT BE UABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION, OPERATION, POSSESSION, STORAGE OR USE OF THE EQUIPMENT BY OBLIGOR. IV. Appropriation of Money Section 4.01 Appropriation. Obligor shall be obligated to appropriate from legally available funds sufficient money in each Budget Year to make all the Contract Payments for the Original Term and each successive Renewal Term as each Contract Payment comes due. Obligor hereby pledges such revenues, funds, or taxes which constitute legally available funds, within the limits prescribed by law, that is sufficient to provide timely payment of the Contract Payments when due. Such legally available funds shall be made payable from all or any part of any revenues, funds, or taxes available to Obligor for its public purposes in accordance with Section 271.005 of the Texas Local Government Code. If Obligor fails to make an appropriation of money to make any Contract Payment, then an Event of Default will be deemed to have occurred as set forth under Section IX below. This Contract represents a binding and enforceable promise to pay in accordance with the terms herein by the Obligor. V. Insurance, Damage, Insufficiency of Proceeds Section 5.01 Insurance. Obligor shall maintain both property insurance and liability insurance at its own expense with respect to the Equipment. Obligor shall be solely responsible for selecting the insurer(s) and for making all premium payments and ensuring that all policies are continuously kept in effect during the period when Obligor is required to make Contract Payments. Obligor shall provide Obligee with a certificate of Insurance which lists the Obligee and/or assigns as a loss payee and an additional insured on the policies with respect to the Equipment. (a) Obligor shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Obligee in an amount at least equal to the then applicable Purchase Option Price of the Equipment. Alternatively, Obligor may insure the Equipment under a blanket insurance policy or policies. (b) The Iiability Insurance shall Insure Obligee from liability and property damage in any form and amount satisfactory to Obligee. (c) Obligor may self -insure against the casualty risks and liability risks described above. If Obligor chooses this option, Obligor must furnish Obligee with a certificate and/or other documents which evidences such coverage. (d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Obligee and its assignees are named additional insureds and Toss payees and that all losses are payable to Obligor and Obligee or its assignees as their interests may appear. Each policy issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the polity without first giving thirty (30) days advance notice to Obligee or its assignees. Obligor shall furnish to Obligee certificates evidencing such coverage throughout the Contract Term. Section 5.02 Damage to or Destruction of Equipment. Obligor assumes the risk of loss or damage to the Equipment. If the Equipment or any portion thereof is lost, stolen, damaged, or destroyed by fire or other casualty, Obligor will immediately report all such losses to all possible Insurers and take the proper procedures to obtain all insurance proceeds. At the option of Obligee, Obligor shall either (1) apply the Net Proceeds to replace, repair or restore the Equipment or (2) apply the Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03, the term Net Proceeds shall mean the amount of Insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof. Section 5.03 Insufficiency of Net Proceeds. If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or Improvement of the Equipment, then Obligor shall, at the option of Obligee, either (1) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or (2) apply the Net Proceeds to the Purchase Option Price and pay the deficiency, if any, to the Obligee. Section 5.04 Obligor Negligence. Obligor assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Equipment and for injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Obligor or of third parties, and whether such property damage be to Obligor's property or the property of others (including, without limitation, liabilities for loss or damage related to the release or threatened release of hazardous substances under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act or similar or successor law or any State or local equivalent now existing or hereinafter enacted which in any manner arise out of or are incident to any possession, use, operation, condition or storage of any Equipment by Obligor), which is proximately caused by the negligent conduct of Obligor, Its officers, employees and agents. Section 5.05 Reimbursement. Obligor hereby assumes responsibility for and agrees to reimburse Obligee for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Obligee that in any way relate to or arise out of a claim, suit or proceeding, based in whole or in part upon the negligent conduct of Obligor, its officers, employees and agents, or arose out of installation, operation, possession, storage or use of any item of the Equipment, to the maximum extent permitted by law. VI. Title and Security Interest Section 6.01 Title. Title to the Equipment shall vest in Obligor when Obligor acquires and accepts the Equipment. Title to the Equipment will automatically transfer to the Obligee In the event Obligor defaults under Section 9.01. In such event, Obligor shall execute and deliver to Obligee such documents as Obligee may request to evidence the passage of legal title to the Equipment to Obligee. Section 6.02 Security Interest. To secure the payment of all Obligor's obligations under this Contract, as well as all other obligations, debts and liabilities, plus interest thereon, whether now existing or subsequently created, Obligor hereby grants to Obligee a security interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit A. Furthermore, Obligor agrees that any other collateral securing any other obligation(s) to Obligee, whether offered prior to or subsequent hereto, also secures this obligation. Obligor hereby also pledges such revenues, funds, or taxes which constitute legally available funds in accordance with 271.005 of the Texas Local Government Code, within the limits prescribed by law, that is sufficient to provide timely payment of the Contract Payments when due. The security interest established by this section includes not only all additions, attachments, repairs and replacements to the Equipment but also all proceeds therefrom. Obligor authorizes Obligee to prepare and record any Financing Statement required under the Uniform Commercial Code to perfect the security interest created hereunder. Obligor agrees that any Equipment listed on Exhibit A is and will remain personal property and will not be considered a fixture even if attached to real property. VII. Assignment Section 7.01 Assignment by Obligee. All of Obligee's rights, title and/or Interest in and to this Contract may be assigned and reassigned in whole or in part to one or more assignees or sub - assignees by Obligee at any time without the consent of Obligor. No such assignment shall be effective as against Obligor until the assignor shall have filed with Obligor written notice of assignment identifying the assignee. Obligor shall pay all Contract Payments due hereunder relating to such Equipment to or at the direction of Obligee or the assignee named in the notice of assignment. Obligor shall keep a complete and accurate record of all such assignments. Section 7.02 Assignment by Obligor. None of Obligor's right, title and interest under this Contract and in the Equipment may be assigned by Obligor unless Obligee approves of such assignment in writing before such assignment occurs and only after Obligor first obtains an opinion from nationally recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation. VIII. Maintenance of Equipment Section 8.01 Equipment. Obligor shall keep the Equipment in good repair and working order, and as required by manufacturer's and warranty specifications. If Equipment consists of copiers, Obligor is required to enter into a copier maintenance/service agreement. Obligee shall have no obligation to inspect, test, service, maintain, repair or make Improvements or additions to the Equipment under any circumstances. Obligor will be liable for all damage to the Equipment, other than normal wear and tear, caused by Obligor, Its employees or its agents. Obligor shall pay for and obtain all permits, licenses and taxes related to the ownership, installation, operation, possession, storage or use of the Equipment. lithe Equipment includes any titled vehicle(s), then Obligor is responsible for obtaining such title(s) from the State and also for ensuring that Obligee is listed as First Lienholder on all of the title(s). Obligor shall not use the Equipment to haul, convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. Obligor agrees that Obligee or Its Assignee may execute any additional documents including financing statements, affidavits, notices, and similar instruments, for and on behalf of Obligor which Obligee deems necessary or appropriate to protect Obligee's interest in the Equipment and In this Contract. Obligor shall allow Obligee to examine and Inspect the Equipment at all reasonable times. IX. Default Section 9.01 Events of Default defined. The following events shall cons:itute an "Event of Default" under this Contract: (a) Failure by Obligor to pay any Contract Payment listed on Exhibit B for fifteen (15) days after such payment is due according to the Payment Date listed on Exhibit B. (b) Failure to pay any other payment required to be paid under this Contract at the time specified herein and a continuation of said failure for a period of fifteen (15) days after written notice by Obligee that such payment must be made. If Obligor continues to fail to pay any payment after such period, then Obligee may, but will not be obligated to, make such payments and charge Obligor for all costs incurred plus interest at the highest lawful rate. (c) Failure by Obligor to observe and perform any warranty, covenant, condition, promise or duty under thls Contract for a period of thirty (30) days after written notice specifying such failure is given to Obligor by Obligee, unless Obligee agrees in writing to an extension of time. Obligee will not unreasonably withhold Its consent to an extension of time if corrective action is instituted by Obligor. Subsection (c) does not apply to Contract Payments and other payments discussed above. (d) Any statement, material omission, representation or warranty made by Obligor in or pursuant to this Contract which proves to be false, incorrect or misleading on the date when made regardless of Obligor's intent and which materially adversely affects the rights or security of Obligee under this Contract. (e) Any provision of this Contract which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Obligee. (f) Obligor admits in writing Its Inability to pay its obligations. (g) Obligor defaults on one or more of Its other obligations. (h) Obligor becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, applies for or consents to the appointment of a receiver, trustee, conservator, custodian, or liquidator of Obligor, or all or substantially all of its assets, or a petition for relief is filed by Obligor under federal bankruptcy, insolvency or similar laws, or is filed against Obligor and is not dismissed within thirty (30) days thereafter. Section 9.02 Remedies on Default . Whenever any Event of Default exists, Obligee shall have the right to take one or any combination of the following remedial steps: (a) With or without terminating this Contract, Obligee may declare all Contract Payments and other amounts payable by Obligor hereunder to the end of the Contract Term to be immediately due and payable. (b) With or without terminating this Contract, Obligee may require Obligor at Obligor's expense to redeliver any or all of the Equipment and any additional collateral to Obligee to a location specified by Obligee. Such delivery shall take place within fifteen (15) days after the Event of Default occurs. If Obligor fails to deliver the Equipment and any additional collateral, Obligee may enter the premises where the Equipment and any additional collateral is located and take possession of the Equipment and any additional collateral and charge Obligor for costs Incurred. Notwithstanding that Obligee has taken possession of the Equipment and any additional collateral, Obligor shall still be obligated to pay the remaining Contract Payments due up until the end of the Contract Term. Obligor will be liable for any damage to the Equipment and any additional collateral caused by Obligor or Its employees or agents. (c) Obligee may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights. Obligor shall be responsible to Obligee for all costs incurred by Obligee in the enforcement of its rights under this Contract including, but not limited to, reasonable attorney fees. Section 9.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Obligee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract 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 shall be construed to be a waiver thereof. Section 9.04 Return of Equipment and Storage. (a) Surrender: The Obligor shall, at Its own expense, surrender the Equipment, any additional collateral and all required documentation to evidence transfer of title from Obligor to the Obligee in the event of a default by delivering the Equipment and any additional collateral to the Obligee to a location accessible by common carrier and designated by Obligee. In the case that any of the Equipment and any additional collateral consists of software, Obligor shall destroy all Intangible items constituting such software and shall deliver.to Obligee all tangible items constituting such software. At Obligee's request, Obligor shall also certify in a form acceptable to Obligee that Obligor has complied with the above software return provisions and that they will immediately cease using the software and that they shall permit Obligee and/or the vendor of the software to Inspect Obligor's locations to verify compliance with the terms hereto. (b) Delivery: The Equipment and any additional collateral shall be delivered to the location designated by the Obligee by a common carrier unless the Obligee agrees in writing that a common carrier is not needed. When the Equipment and any additional collateral is delivered into the custody of a common carrier, the Obligor shall arrange for the shipping of the item and its insurance in transit in accordance with the Obligee's instructions and at the Obligors sole expense. Obligor at its expense shall completely sever and disconnect the Equipment and any additional collateral or its component parts from the Obligor's property all without liability to the Obligee. Obligor shall pack or crate the Equipment and any additional collateral and all of the component parts of the Equipment and any additional collateral carefully and in accordance with any recommendations of the manufacturer. The Obligor shall deliver to the Obligee the plans, specifications, operation manuals or other warranties and documents furnished by the manufacturer or vendor on the Equipment and any additional collateral and such other documents In the Obligor's possession relating to the maintenance and methods of operation of such Equipment and any additional collateral. (c) Condition: When the Equipment is surrendered to the Obligee it shall be in the condition and repair required to be maintained under this Contract. It will also meet all legal regulatory conditions necessary for the Obligee to sell or lease it to a third party and be free of all liens. If Obligee reasonably determines that the Equipment or an item of the Equipment, once it is returned, is not in the condition required hereby, Obligee may cause the repair, service, upgrade, modification or overhaul of the Equipment or an Item of the Equipment to achieve such condition and upon demand, Obligor shall promptly reimburse Obligee for all amounts reasonably expended In connection with the foregoing. (d) Storage: Upon written request by the Obligee, the Obligor shall provide free storage for the Equipment and any additional collateral for a period not to exceed 60 days after the expiration of the Contract Term before returning it to the Obligee. The Ob Igor shall arrange for the insurance described to continue in full force and effect with respect to such item during its storage period and the Obligee shall reimburse the Obligor on demand for the incremental premium cost of providing such insurance. X. Vendor Payable Account Section 10.01 Establishment of Vendor Payable Account. On the date :hat the Obligee executed this Contract, which is on or after the date that the Obligor executes this Contract, Obligee agrees to (i) make available to Obligor an amount sufficient to pay the total Purchase Price for the Equipment by establishing a separate, non -interest bearing account (the "Vendor Payable Account"), as agent for Obligors account, with a financial institution that Obligee selects that is acceptable to Obligor (including Obligee or any of its affiliates) and (ii) to deposit an amount equal to such Purchase Price as reflected on Exhibit 8 In the Vendor Payable Account. Obligor hereby further agrees to make the representations, warranties and covenants relating to the Vendor Payable Account as set forth in Exhibit C attached hereto. Upon Obligor's delivery to Obligee of a Payment Request and Equipment Acceptance Form in the form set forth In Exhibit C attached hereto, Obligor authorizes Obligee to withdraw funds from the Vendor Payable Account from time to time to pay the Purchase Price, or a portion thereof, for each Item of Equipment as it is delivered to Obligor. The Payment Request and Equipment A¢eptance Form must be signed by an authorized individual acting on behalf of Obligor. The authorized individual or individuals designated by the Obligor must sign the Signature Card which will be kept in the possession of the Obligee. Section 10.02 Down Payment. Prior to the disbursement of any funds from the Vendor Payable Account, the Obligor must either (1) deposit all the down payment funds that the Obligor has committed towards the purchase of the Equipment into the Vendor Payable Account or (2) Obligor must provide written verification to the satisfaction of the Obligee that all the down payment funds Obligor has committed towards the purchase of the Equipment have already been spent or are simultaneously being spent with the funds requested from the initial Payment Request and Equipment Acceptance Form. For purposes of this Section, the down payment funds committed towards the Equipment from the Obligor are the down payment funds that were represented to the Obligee at the time this transaction was submitted for credit approval by the Obligor to the Obligee. Section 10.03 Disbursement upon Default. If an event of default occurs prior to the Partial Prepayment Date, the amount then on deposit in the Vendor Payable Account shall be retained by the Obligee and Obligor will have no Interest therein. Section 10.04 Surplus Amount. Any Surplus Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial Prepayment Date a portion of the Purchase Option Price then applicable. Section 10.05 Recalculation of Contract Payments. Upon payment of a portion of the Purchase Option Price as provided in Section 10.04 above, each Contract Payment thereafter shall be reduced by an amount calculated by Obligee based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option Price on such Partial Prepayment Date. Within 15 days after such Partial Prepayment Date, Obligee shall provide to Obligor a revised Exhibit B to this Contract, which shall take into account such payment of a portion of the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Contract. Notwithstanding any other provision of this Section 10, this Contract shall remain in full force and effect with respect to all or the portion of the Equipment accepted by Obligor as provided in this Contract, and the portion of the principal component of Contract Payments remaining unpaid after the Partial Prepayment Date plus accrued interest thereon shall remain payable in accordance with the terms of this Contract, including revised Exhibit B hereto which shall be binding and conclusive upon Obligee and Obligor. XI. Miscellaneous Section 11.01 Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter In writing. Section 11.02 Binding Effect. Obligor acknowledges this Contract is not binding upon the Obligee or Its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction, and Obligee has executed the Contract. Thereafter, this Contract shall inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns. Section 11.03 Severability. In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.04 Amendments, Addenda, Changes or Modifications. This Contract may be amended, added to, changed or modified by written agreement duly executed by Obligee and Obligor. Furthermore, Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor, a reasonable fee, to be determined at that time, as compensation to Obligee for the additional administrative expense resulting from such amendment, addenda, change or modification requested by Obligor. Section 11.05 Execution in Counterparts. This Contract 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. Section 11.06 Captions. The captions or headings in this Contract do not define, limit or describe the scope or intent of any provisions or sections of this Contract. Section 11.07 Master Contract. This Contract can beutilized as a Master Contract. This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to Exhibit A and Exhibit B, as well as other exhibits or documents that may be required by Obligee. Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule. Section 11.08 Entire Writing. This Contract constitutes the entire writing between Obligee and Obligor. No waiver, consent, modification or change of terms of this Contract shall bind either party unless in writing and signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, conditions, or warranties, express or implied, which are not specified herein regarding this Contract, the Equipment or any additional collateral, financed hereunder. Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract. Section 11.09 Participation in Israel Boycott. In accordance with Texas Government Code 4227L002, Obligee certifies that Obligee does not participate in, and agrees not to participate in during the term of the Contract, a boycott of Israel. Section 11.10 Designation as Qualified Tax -Exempt ObliRation.Pursuant to Section 265(b)(3)(B)(1) of the Internal Revenue Code of 1986 as amended (the 'Code"), the Obligor hereby specifically designates the Contract as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. In compliance with Section 265(b)(3)(D) of the Code, the Obligor hereby represents that the Obligor will not designate more than $10,000,000 of obligations Issued by the Obligor in the calendar year during which the Contract is executed and delivered as such "qualified tax- exempt obligations". In compliance with the requirements of Section 265(b)(3)(C) of the Code, the Obligor hereby represents that the Obligor (including all subordinate entities of the Obligor within the meaning of Section 265(b)(3)(E) of the Code) reasonably anticipates not to Issue In the calendar year during which the Contract is executed and delivered, obligations bearing interest exempt from federal Income taxation under Section 103 of the Code (other than "private activity bonds" as defined in Section 141 of the Code) in an amount greater than $10,000,000. Section 11.11 Acceptance of Obligation to Commence Contract Payments Under Exhibit B. By signing and attesting directly below, Obligor hereby warrants and certifies that: The Equipment described on Exhibit A has not been delivered, Installed or available for use as of the Commencement date of this Contract. Obligor acknowledges that Obligee has agreed to deposit into a Vendor Payable Account an amount sufficient to pay the total purchase price (the "Purchase Price") for the Equipment so identified In such Exhibit A; The principal amount of the Contract Payments In the Exhibit B accurately reflects the Purchase Price; Obligor agrees to execute a Payment Request and Equipment Acceptance Form authorizing payment of the Purchase Price, or portion thereof, for each withdrawal of funds from the Vendor Payable Account Section 11.12 Obligor further warrants and certifies that: Obligor's obligation to commence Contract Payments as set forth in Exhibit B is absolute and unconditional as of the Commencement Date and on each date set forth in Exhibit 8 thereafter, subject to the terms and conditions of the Contract; immediately upon delivery and acceptance of all the Equipment, Obligor will notify Obligee of Obligor's final acceptance of the Equipment by delivering to Obligee the Payment Request and Equipment Acceptance Form In the form set forth in Exhibit C attached to the Contract; In the event that any Surplus Amount Is on deposit in the Vendor Payable Account when an event of default under the Contract occurs, then those amounts shall be applied as provided in Section 10 of the Contract; regardless of whether Obligor delivers a final Payment Request and Equipment Acceptance Form, all Contract Payments paid prior to delivery of all the Equipment shall be credited to Contract Payments as they become due under the Contract as set forth in Exhibit B. Section 11.13 Resolution and Authorization. By signing and attesting directly below, Obligor hereby warrants and certifies that the Governing Body of the Obligor at either a special or regular meeting or through some other approved method of authorization has determined that this Contract is In the best interests of the Obligor and the Governing Body did at such meeting or through some other approval method approve the entering into of the Contract by the Obligor and specifically designated and authorized the Individual(s) who have signed directly below to execute this Contract on Obligor's behalf along with any related documents (including any Escrow Agreement) necessary to the consummation of the transaction contemplated by the Contract. Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below. City of Pearland, Texas KS StateBank Signature Trent Eppers , Deputy City Manager Printed Name and Title City of P Attest Signature Printed Name an nd, _ exas ividual: tur M''rsha Jarvis, Senior Vice President Printed Name and Title Schedule (O11 EXHIBIT A DESCRIPTION OF EQUIPMENT RE: Government Obligation Contract dated as of July 20, 2021, between KS 5tateBank (Obligee) and City of Pearland, Texas (Obligor) Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable: Assorted Fitness Equipment including Nine (9) Treadmills, Two (2) Climbmills, Five (5) Ascents, Five (5) Ellipticals, Six (6) Recumbent Bicycles, Two (2) Upright Bicycles and One (1) Rower Physical Address of Equipment after Delivery : 4141 Bailey Rd, Pearland, TX 77584 Schedule (011 EXHIBIT B PAYMENT SCHEDULE RE: Government Obligation Contract dated as of July 20, 2021, between KS StateBank (Obligee) and City of Pearland, Texas (Obligor) Date of First Payment: Original Balance: Total Number of Payments: Number of Payments Per Year: At Closing $177,135.00 Three (3) One (1) Pmt Due Contract Applied to Applied to *Purchase No. Date Payment Interest Principal Option Price 1 At Closing $61,505.92 $0.00 $61,505.92 $118,599.85 2 06-Aug-22 $61,505.92 $4,888.11 $56,617.81 $60,023.35 3 06-Aug-23 $61,505.92 $2,494.65 $59,011.27 $0.00 City of Pe -, Texas Signature Trent Epperson, Deputy City Manager Printed Name and Title *Assumes all Contract Payments due to date are paid Please list the Source of Funds (Fund Item in Budget) for the Contract Payments that come due under Exhibit B of this Contract. Source of Funds : General Fund Schedule Ot E){HIRIT c PAYMENT REQUEST AND EQUIPMENT ACCEPTANCE FORM RE: Government Obligation Contract dated as of July 20, 2021, between KS StateBanG'Obligee) and City of Pearland, Texas (Obligor) In accordance with Section 10.01, by executing this Payment Request and Equipment Acceptance Form the Obligor hereby represents that the Payee or Payees listed below who are requesting payment have delivered the Equipment or a portion of the Equipment or performed the services to the satisfaction of the Ob'igor and that the amounts requested below blithe Payee or Payees are proportionate with the value of the Equipment delivered or services rendered by the Payee or Payees. The Obligor hereby represents and warrants for all purposes that. 1, Pursuant to the invoice attached hereto, the amount to be disbursed Is $ ��� `'S Contract between Obligor and vendor. 2. Payment Is to he made to: Payee: s5 �� SL�1 ��- �Q ( \ • ,- a1 Ar (\ IGAC..e., Q_ \, . l�ol� "l "E 3, The undersigned certifies that the following documents are. attached to this Payment Request and Equipment Acceptance Form when there s0--1 a request for a release of funds from the Vendor Payable Account to pay for a portion, or all, of the Equipment: (1) Invoice from the vendor, (2) copy of the Contract between Obligor and vendor (if requested by the Obligee), (3) :nsurance Cerificate (If applicable), (41 front and hack copy of the original MSO/Title listing KS Stateltank and/or its assigns as the first lien holder (I+ applicable). By executing this Payment Request and Equipment Acceptance Form and attaching the documents as required above, the Obligor sl'all be deemed to have accepted this portion of the Equipment for all purposes under the Contract, ncludIng, without limitation, the ohligation of Obligor to make the Contract Payments with respect thereto in a proportionate amount of the total Contract Payment. 4, No amount listed in this exhibit was Included In any such exhibit previously submitted. 5. Each disbursement hereby requested has been Incurred and Is proper charge against the Vendor Payable Account. No amount hereby requested to be disbursed will be paid to Obligor as reimbursement for any expenditure pall by Obligor more than 60 days prior to the date of execution and delivery of the Contract. G. The Equipment referenced In the attached has been delivered, Installed, Inspected and tested as necessary and In accordance with Obligor's specifications and accepted for all purposes. 7. That Obligor is or will he the title owner to the Equipment referenced in the attached, and that in the event that any third party makes a claim to such title that Obligor will take all measures necessary to secure title including, without limitation, the appropriation of additional funds to secure title to such Equipment, o- a portion thereof, and keep the Contract In fug force and effect. Furthermore, Obligor has obtained insurance coverage as required under the Contract from an insurer qualified to do business In the State. 8. Obligor has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Contract Payments required to be paid under the Contract during the current Budget Year of Obligor, and such moneys will be apalled in payment of all Contract Payments due end payable during such current Budget Year. 9. No event or condition that constitutes or would constitute en Event of Defa ult exists as of the date hereof. and this amount is consistent with the 1, the undersipned, hereby certify that I am a duly qualified representative. of Obligor and that I have been giver the authority by the governing body of Obligor to sign this Payment Request and Equipment Acceptance Form. Please forward this document and any correspondence relating to vendor payment to: Please call (877) 587-4054 if you have any questions. City of P,�/,�d sleuetve Trent Epperson, Depu f'rhtod Name and TU y City Manager Email: Ihugunlniksstate.bank or Fax: (785) 587-4016 Schedule (01) EXHIBIT D SIGNATURE CARD RE: Government Obligation Contract dated as of July 20, 2021, between KS StateBank (Obligee) and City of Pearland, Texas (Obligor) The below signatures will be used for purposes of verifying the signature on a Payment Request and Equipment Acceptance Form prior to making payments from the Equipment Acquisition Fund or Vendor Payable Account. By signing below, the undersigned represents and warrants that s/he has received all appropriate authority from City of Pearland, Texas. City of Peexas Signature Trent Epperson, Deputy City Manager Printed Name and Title Signature of additional authorized individual (optional) of Obligor Signature Printed Name and Title schedule (4.1 EXHIBIT E OBLIGOR ACKNOWLEDGEMENT RE: Government Obligation Contract dated as of July 20, 2021, between KS StateBank (Obligee) and City of Pearland, Texas (Obligor) Obligor hereby acknowledges that It has ordered or caused to be ordered the equipment that Is the subject of the above -mentioned Contract. Please complete the below Information, attach another page If necessary Vendor Name: Equipment: Cost of Equipment: _ou f^rifl 1 kkkric_Leoi Vendor Name: Johnson Health Tech North America INC Equipment: Assorted Fitness Equipment Cost of Equipment: $177,135.00 Vendor Name: Equipment: Cost of Equipment: Vendor Name: Equipment: Cost of Equipment: Vendor Name: Equipment: Cost of Equipment: Obligor will Immediately notify Obligee if any of the information listed above Is changed. Fonn 8038-G (Rev. September 2018) Department of the Treasury Internal Revenue Service Part I Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate instructions. Caution: if the issue price is under $100, 000, use Form 8038-GC. OMB No. 1545-0720 Reporting Authority If Amended Return, check here ► 1 Issuers name City of Pearland, Texas 2 Issuer's employer identification number (EIN) 74-6028909 3a Name of person (other than issuer) with whom the IRS may communicate about this retum (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 3519 Liberty Drive Roomisuite 6 Report number (For IRS Use Only) 13 6 City, town, or post office, state, and ZIP code Pearland, Texas 77581 7 Date of issue 08/06/2021 8 Name of issue Government Obligation Contract 9 CUSIP number None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) Mr. Clay Peason, City Manager lob Telephone number of officer or other employee shown on 10a (281) 652-1600 Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other. Describe ► Assorted Fitness Equipment including Nine (9) Treadmills, Two (2) Climbmills, Five (5) Ascents, Five (5) rIG...:nnle. C:.. /P1 �.......-6..... 0:....nl.+n T..u. N\ I Ir.d..M G:n....l.... n..A fir... N \ O...u... 19 If obligations are TANs or RANs, check only box 19a ► ❑ If obligations are BANs, check only box 19b ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . ► ❑ Part III 11 12 13 14 15 16 17 18 178,906 35 Description of Obligations. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 08/06/2023 $ 178,906.35 $ 177,135.00 1.986 years 4.184 14 Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V. 28 Proceeds used to refund prior taxable bonds. Complete Part V. 29 Total (add lines 24 through 28) 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here 24 1,771 35 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 22 23 29 30 178,906 35 1,771 177,135 35 00 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ► 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) years years For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2011) I-rrm ea uI G (Nov. 0.2011) Part VI Miscolleneous Nile 2 l0 Inter the amount of the state volume cap allocated to the Issun under sec ton 141(h)(5) 381) Enter the amount of gross proceeds kwested or to be Invested In a guaranteed Investment contract (GIC) (see insiructons) b Enter the final maturity date of Um OIC► (MMIDD/YYYY) c Enter the name of the GIC provider ► 37 Pooled 8nanclnes: Enter the amount of the proceeds of Oils Issue that are to be used to make leans to other governmental units 36 36a 37 38a If this issue Is a loan made from the proceeds of another tax•exerept issue, clock box ► [_) and enter the following information: b Enter the dote of the master pool bond ► (MM/DIYYYYY) c Enter the EIN of the Issuer of the master pool bond li- d Enter the name of the issuer of the master pool bond ► 39 It the Issuer has designated the Issue under section 266(b)(3)(0)Q)(111) (small issuer exceplion), deck box ► m 40 II the issuer has elected to pay a penalty In lieu of arbitrage rebate, check box ► 41n If the issuer has klentified a hedge, check hero ► ❑ and enter the following Information: b Name of hedge provider ► c Type of hedge ► d Temr of hedge ► 42 If the Issuer hos superinlegralod the hedge, check box ► ❑ 43 If the Issuer has established written proceduren to ensure that all nonqunlified bonds of this issue are nanedlated according to the requirements under the Cole and Regulations (see Instructions), check box ► 0 44 lithe Issuer has established written procedures to monitor the requirements of section 148, check box ► ❑ 46a if some portion of the proceeds was used to reimburse expenditures, check here ► 0 and enter the amount of reimbursement ► b Enter the date the official Intent was adopted ► (MMIDD/YYYY) Signature and Consent Paid Preparer Use Only Indar penalties al perjury, 1 dadarn that I have examined this return and accompanying schedules and dlaments, end 10 the hest a1 my knowledge nd belie/Ahoy are Iron act, and earn ale. 1 furtwr declare Mall crosunt to the IHS's disclosure o1 the issunre return Inlormnaon, as necessary to racosa this folur perspn uyo4l ro authorized above. Signelu o issr(ars nutter ed r enloelelr vo Dote PrinVTypo prepnrer a rverea Preparers signature Dale FEVaG /4, yw � 2021.0IL00 00910:00: to-05'0a' H. Evan Howe Typo or print name and tole 0810812021 Chock i_I II sox-uinployod PIN P01438994 flrm's Name ► Sayetono Financial LLC Rmde Address ► 12080 Metcalf, Sulto 310LOvorlond Park, KS 06213 I°Irm's EIN ► 48-1223987 Phone no, (800) 752.3582 f aim 0038-G (Rev. 9.2a11)f COPY