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R2004-061 04-26-04 RESOLUTION NO. R2004-61 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AWARDING A BID AND APPROVING A DECLARATION OF INTENT FOR THE LEASE/PURCHASE OF A CENTRAL DISPATCH CONSOLE FOR THE POLICE DEPARTMENT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City opened bids for lease/purchase financing of a central dispatch console for the Police Department, and such bids have been reviewed and tabulated. Section 2. That the City Council hereby awards the bid to Banc One Leasing Corp., to finance $184,000.00 at a fixed rate of 2.97% for three (3) years. Section 3. The City Manager or his designee is hereby authorized to execute a contract and Declaration of Intent for the Lease/Purchase of a central dispatch console. PASSED, APPROVED and ADOPTED this the 26th day of April , A.D., 2004. ATTEST: yC/U N G L/~ F I~I~G,/1' ~,IV~ ~,' ~Jq'Y S~ETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR DECLARATION OF OFFICIAL INTENT Lessee: City of Pearland Principal Amount Expected To Be Financed: $184,000.00 WHEREAS, the above Lessee is a political subdivision of the State if Texas (the "State") and is duly organized and existing pursuant to the constitution and laws of the State. WHEREAS, pursuant to applicable law, the governing body of the Lessee ("Governing Body") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interests in property, leases and easements necessary to the functions or operations of the Lessee. WHEREAS, the Governing Body hereby finds and determines that the execution of one or more lease-purchase agreements ("Equipment Leases") in the principal amount not exceeding the amount stated above ("Principal Amount") for the purpose of acquiring the property generally described below ("Property") and to be described more specifically in the Equipment Leases is appropriate and necessary to the functions and operations of the Lessee. Brief Description Of Property: Central Dispatch Console for the Pearland Police Deapartment WHEREAS, Banc One Leasing Corporation ("Lessor") is expected to act as the lessor under the Equipment Leases. WHEREAS, the Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of proceeds of the Equipment Leases ("Lease Purchase Proceeds") for such expenditures and such expenditures are not expected to exceed the Principal Amount. WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax-exempt borrowing to be spent on working capital and the Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for Property from the Lease Purchase Proceeds. NOW, THEREFORE, Be It Resolved by the Governing Body of the Lessee: Section 1. Either the City Manager, Bill Eisen OR the Director of Finance, Andrea Jason (each an "Authorized Representative") acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the office of the Lessee. Each Authorized Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease (including, but not limited to, escrow agreements) as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Leases are hereby authorized. Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Lessee to execute and deliver agreements and documents relating to the Equipment Leases on behalf of the Lessee. Section 3. The aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by the Lessee as set forth therein. Section 4. The Lessee's obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Equipment Lease and the Lessee's obligations under the Equipment Leases shall not constitute a general obligations of the Lessee or indebtedness under the Constitution or laws of the State. Section 5. The Governing Body of Lessee anticipates that the Lessee may pay certain capital expenditures in connection with the Property prior to the receipt of the Lease Purchase Proceeds for the Property. The Governing Body of Lessee hereby declares the Lessee's official intent to use the Lease Purchase Proceeds to reimburse itself for Property expenditures. This section of the Resolution is adopted by the Governing Body of Lessee for the purpose of establishing compliance with the requirements of Section 1.150-2 of Treasury Regulations. This section of the Resolution does not bind the Lessee to make any expenditure, incur any indebtedness, or proceed with the purchase of the Property. Section 6. As to each Equipment Lease, the Lessee reasonably anticipates to issue not more than $10,000,000 of MUN2RESO.DOC PAGE 1 OF 2 tax-exempt obligations (other than "private activity bonds" which are not "qualified 501 (c)(3) bonds") during the fiscal year in which each such Equipment Lease is issued and hereby designates each Equipment Lease as a qualified tax-exempt obligation for purposes of Section 26§(b) of the Internal Revenue Code of 1986, as amended. Section 7. This Declaration of Intent shall take effect immediately upon its adoption and approval. ADOPTED AND APPROVED on this Apri 1 26 The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by said Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below. ~T~/-~ ~ e t a ~~[~ ~T'n g~ ./ ~,i~t Name: :younq Lorfi n.q OfficialTitle: Citv Secretary Date: April 26, 2004 MUN2RESO.DOC PAGE 2 OF 2 ANK .,,, ON£ April 20, 2004 Gordon Island Purchasing Director City of Pearland 3519 Liberty Drive Pearland, Texas 77581 RE: Tax-Exempt Lease Purchase Proposal Dear Gordon, Banc One Leasing Corporation ("BOLC') and Bank One, (collectively, "Bank One") is pleased to submit this financing proposal to the City of Pearland ("Lessee"). This letter is a proposal only and is contingent upon the Lessee's compliance with the requirements of the Internal Revenue Code of 1986, as amended, related to the Lessee's ability to issue tax-exempt obligations. The terms and provisions of this financing are subject to credit and business approval in accordance with Bank One's internal procedures, as well as certain conditions set forth below: TRANSACTZON: Fixed-rate, fully amortizing, privately placed tax- exempt lease-purchase agreement ("Agreement") with $1.00 buyout at end of term. LESSEE: City of Pearland LESSOR: Banc One Leasing Corporation. BANK QUALZFTED: This proposal assumes that the Lessee will not issue more than $10 million in tax-exempt obligations this calendar year and that the Lessee will designate this lease as a "qualified" tax- exempt obligation ("QTEO"). USE OF PROCEEDS/TZTLE: Motorola Central Console FZNANCED AMOUNT: $184,000 LEASE RATE: 2.97% LEASE TERM: 3 years Gordon Island City of Pearland April 20, 2004 LEASE PAYMENT AMOUNT: ZNTEREST RATE LOCK: FUNDZNG OPTZONS: DOCU M E NTATTO N: PROPOSAL EXPTRATZON: Six (6) semi-annual, in arrears, payments of $32,280.14. The above-proposed Lease Rates and Lease Payments are valid through and including May 12, 2004. If funding does not occur on or before such date, the proposed interest rates are subject to adjustment to reflect changes in market conditions. BOLC offers the following funding options: 1. Direct payment to vendor(s); Escrow funding through Bank One Trust Company from which disbursements would be made to vendor(s) as requested by the Lessee. Escrow earnings would be to the benefit of the Lessee. Documentation shall be prepared by BOLC or its counsel. This proposal will expire if funding does not occur by .lune 12, 2004. This proposal is subject to credit and documentation approval at Bank One's sole discretion. To render a credit decision~ the Lessee shall provide BOLC with three (3) years of audited financial statements and other information as may be requested by BOLC's hlunicipal Credit Group. We appreciate your interest in Bank One and look forward to your favorable response. Should you have any questions, please contact me at (888) 500-4558 or steve_d_joh nson@ ban kone.com. Sincerely, Steve 3ohnson Vice President, Public Finance Banc One Leasing Corporation 05/24/04 14:48 FAX 6142130129 Customer Service •C1005 BAN1Cs0NEa ADOPTED AND APPROVED on this 26th Day of April , 2f]04 • The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by .. said Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in II force and effect on the date stated below. . . ///iII. _� i Sig : re of a .et le• of =-see 4 / , Print Name: Young Lorfi ng Official Title: City Secretary Date: May 21. 2004 • WS 403 Page 2 of 2 1. _. D I Flit IR ilistmeidommorampemosi ESCROW FUNDING SCHEDULE ADDENDUM AND ARBITRAGE CERTIFICATE Dated As Of 05/21/04 Lease Schedule No. 1000119298 COP"( Lessee: CITY OF PEARLAND Escrow Agent: J.P. Morgan Trust Company, National Association Escrow Agreement dated as of 05/21/04 Amount To Be Deposited Into Escrow: $ 184,000.00 ("Lessor's Deposit") Reference is made to the above Lease Schedule("Schedule")to the Master Lease-Purchase Agreement identified in the Schedule ("Master Lease") by and between Banc One Leasing Corporation ("Lessor") and the above lessee("Lessee").As used herein, "Lease"shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule.This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise defined herein,capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW,THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee hereby agree to amend the Lease as follows: 1. Lessee and Lessor together with the above Escrow Agent("Escrow Agent") have entered into the above Escrow Agreement("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund")from which the Purchase Price of the Equipment will be paid. 2. Lessor shall deposit such amount into escrow as is required by the Escrow Agreement,which amount shall be credited to the Equipment Acquisition Fund. Lessee shall pay the balance of the Purchase Price of the Equipment, either by deposit in escrow to the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment. 3.The Lease Term of the Lease shall commence on the earlier of the date specified in the Payment Schedule to the Schedule or the date of Lessor's deposit of funds into the Equipment Acquisition Fund. Notwithstanding the statements regarding delivery and acceptance of the Equipment in the Schedule,the parties acknowledge that the Equipment will be accepted as provided in the Escrow Agreement. 4.The delivery of documents and the satisfaction of any other conditions required by the Escrow Agreement or this - Addendum shall be additional Funding Conditions for the Lease. 5. Upon Lessee's execution of the Escrow Agreement, Lessee hereby represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Escrow Agreement and to perform its obligations under the Escrow Agreement, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Escrow Agreement has been duly executed and delivered by Lessee and constitutes a legal,valid and binding obligation of Lessee, enforceable in accordance with its terms; and (c)the Escrow Agreement is authorized under, and the authorization, execution and delivery of the Escrow Agreement complies with, all applicable federal, state and local laws and regulations(including, but not limited to, all open meeting, public bidding and public investment laws) and all applicable judgments and court orders. 6.The opinion of Lessee's legal counsel will include statements to the same effect as the representations of Lessee in paragraph 5 above. 7. It shall be an additional event of default under the Lease if Lessee fails to pay or perform any of its obligations under the Escrow Agreement or this Addendum or if any of the representations of Lessee in the Escrow Agreement or this Addendum prove to be false, misleading or erroneous in any material respect. 8. ARBITRAGE CERTIFICATE.The authorized representative of Lessee who executes this Addendum hereby certifies that he/she is the duly qualified and acting representative of Lessee with the title set forth below his/her signature hereon; that Lessee has executed and delivered the Schedule and the Master Lease (collectively,the"Lease");that Lessee is a political subdivision of the State identified in the Lease; and that in his/her official capacity as such officer he/she is responsible for executing and delivering, on behalf of the Lessee,the Lease and this Addendum.This paragraph of this Addendum (hereinafter,this paragraph shall be identified as the"Arbitrage Certificate")is being issued by Lessee as a"no WS_409 Page 1 of 3 s' arbitrage certificate"pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the"Code"), and Treasury Regulations, Sections 1.148-0 through 1.148.11 (the"Regulations"). Lessee represents and warrants to Lessor that the following facts, estimates and circumstances are in existence on the date of this Arbitrage Certificate or are reasonably expect to occur hereafter. (a) The Lease provides for the lease of the Equipment described in the Lease by Lessor to Lessee. Under the Lease, Lessee is required to make Rent Payments with respect to the Equipment,comprising principal and interest, on the dates and in the amounts stated in the Payment Schedule to the Lease. (b) Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the Lessee of the availability of monies needed to pay the cost of the Equipment when due, Lessee, Lessor and the Escrow Agent have executed the Escrow Agreement. (c) Contracts or purchase orders providing for the acquisition and delivery of the Equipment have been issued by Lessee to Equipment Vendors therefor and the Equipment will be acquired and installed with due diligence. Based upon the provisions of the contracts or purchase orders,the Equipment will be acquired and installed no later than eighteen (18)months from the date of the Escrow Agreement("Funding Expiration Date"). (d) The Escrow Agreement provides that Lessor shall deposit the Lessor's Deposit into escrow to be credited to the Equipment Acquisition Fund created by the Escrow Agreement and utilized to pay for the Equipment as provided therein. It is presently expected that all such funds initially credited to the Equipment Acquisition Fund shall be disbursed to pay for the Equipment, but any such amounts ultimately determined not to be needed for such purposes and the interest earnings on the amounts held in escrow shall be utilized on or after the Funding Expiration Date to pay part of the principal due under the Lease, as provided in the Escrow Agreement. (e) All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses on or before the Funding Expiration Date. (f) The original proceeds of the Lease,and interest to be earned thereon,do not exceed the amount necessary for the purpose for which the Lease is issued. (g)The interest of Lessee in the Equipment has not been and is not expected during the term of the Lease to be sold or disposed of by Lessee. (h) No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments. (i) Lessee represents,warrants and covenants to one of the following statements of this clause(i)as is initialed by Lessee below[and if Lessee fails to initial its selection,then subclause (A)shall be deemed to have been selected by Lessee]: (A) 100%of the proceeds of the Lease shall be paid for the acquisition of the Equipment within 18 months of the date of the Escrow Agreement in accordance with the following schedule: 15%within 6 months of the date of the Escrow Agreement; 60%within 12 months of the date of the Escrow Agreement; and 100%within 18 months of the date of the Escrow Agreement. (B) 100% of the proceeds of the Lease shall be paid for the acquisition of the Equipment within 6 months of the date of the Escrow Agreement. (C) Lessee qualifies for the"small issuer"exemption in section 148(f)(4)(D) of the Code because all of the following are true: (1) Lessee is a governmental unit with general taxing powers, and (2)the Lease is not a"private activity bond"as defined in Section 141 of the Code, and (3) 95%or more of the proceeds of the Lease shall be used for the governmental activities of Lessee, and (4)the aggregate face amount of all tax exempt bonds and other tax exempt obligations(other than"private activity bonds") issued by Lessee (and any subordinate entities of Lessee as contemplated by Section 148(f) of the Code) during the calendar year in which the Lease is issued is not reasonably expected to exceed$5,000,000. (j) Lessee hereby covenants that Lessee shall comply with all of the requirements of the Code and Regulations relating to the rebate of arbitrage profit to the United States of America (including,without limitation Section 148(f) of the Code) and will rebate to the United States of America all arbitrage profit required thereby. (k) To the best of the knowledge and belief of the undersigned,the expectations of Lessee, as set forth above, WS_409 Page 2 of 3 AggrICAM are reasonable; and there are no present facts, estimates and circumstances which would change the foregoing expectations. (I) Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. 9. Except as expressly amended by this Addendum and other modifications signed by Lessor,the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. Lessor: Lessee: BANC ONE LEASING CORPORATION CITY OF PEARLAND By: By : Title: Title: C' y "0`/arl' WS_409 Page 3 of 3 AXONE NE® Banc One Leasing Corporation Instructions for Submitting Escrow Disbursement Requests Thank you for choosing Banc One Leasing Corporation to meet your equipment financing needs. To ensure that you receive the quality service you expect from Banc One Leasing Corporation,we ask that you refer to the following instructions when submitting escrow disbursement requests in the future: * All Escrow Disbursement Requests should be sent to us at the following address: Banc One Leasing Corporation Municipal Contract Management 1111 Polaris Parkway, Suite A-3 Columbus, OH 43240 * Our Operations Specialist Associates are prepared to answer your questions regarding anticipated or previous disbursement requests and can be reached at 1-800-879-9182. * A complete disbursement request should include the following information to ensure prompt processing: 1. Completed and signed Partial (or Final)Receipt Certificate/Payment Request Form. PLEASE NOTE: Escrow Disbursement Requests must bear the original signature by an individual who has been authorized to execute the lease documentation. If you have questions regarding who can sign escrow disbursements, please contact Operations Specialist at 1-800-678-2601. 2. Vendor invoice for the Equipment. (Proof of payment also if we are reimbursing you) 3. WHEN THE EQUIPMENT IS MOTOR VEHICLES, one of the following must be provided with items 1 and 2 above: (A) the original, or a copy, of the Vehicle Title showing Banc One Leasing Corporation as first lienholder OR(B) if the original title has not yet been received, a copy(front and back) of the Manufacturer's Statement of Origin (MSO)or Title Application showing Banc One Leasing Corporation as lienholder. * Please clearly indicate on the vendor's invoice whether you wish to pay the vendor by check or by wire transfer. If a wire transfer is requested, please provide wire instructions for each vendor. * When the FINAL disbursement from the escrow account is made, please complete, sign and send the Final Receipt Certificate/Payment Request form so we will close the account WS_410 Page 1 of 1 PAYMENT SCHEDULE This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease-Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below. Lease Schedule No. 1000119298 Dated 5/21/04 Accrual Date: 5/21/04 Amount Financed: $184,000.00 Interest Rate: 2.9700%per annum Rent Rent Rent Interest Principal Termination Number Date Payment Portion Portion Value 1 11/21/2004 $ 32,280.14 $ 2,732.40 $ 29,547.74 $ 159,085.83 • 2 5/21/2005 $ 32,280.14 $ 2,293.61 $ 29,986.53 $ 128,199.70 3 11/21/2005 $ 32,280.14 $ 1,848.31 $ 30,431.83 $ 96,854.92 4 5/21/2006 $ 32,280.14 $ 1,396.40 $ 30,883.74 $ 65,044.66 5 11/21/2006 $ 32,280.14 $ 937.78 $ 31,342.36 $ 32,762.03 6 5/21/2007 $ 32,280.14 $ 472.34 $ 31,807.80 $ - Totals $ 193,680.84 $ 9,680.84 $ 184,000.00 City of Pearland Banc One Leasing Corporation (Lessee) (Lessor) By: ✓—'" " By: Title: %i�y Title: Funding Authority MLDPYMT.DOC PAGE 1 OF 1 PREPAYMENT RESTRICTION SCHEDULE ADDENDUM Lease Schedule No.1000119298 Lessee:CITY OF PEARLAND Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease") identified in the Schedule, which are by and between Banc One Leasing Corporation ("Lessor") and the above lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. 1. Solely for purposes of the Schedule, Lessor and Lessee agree that, notwithstanding anything to the contrary in the Lease (express or implied), Lessee's option under Section 15 of the Master Lease to purchase the Equipment or to prepay the Lease obligations may be exercised by Lessee only on or after the Permitted Prepayment Month of Lease Term (as stated below). Permitted Prepayment Month:on or after the 36th month of the Lease Term 2. The parties acknowledge that the Termination Value column of the Payment Schedule to the above Lease Schedule is included solely for purposes of the calculations required by Sections 13.3 (casualty loss of Equipment) and 14.1 (required amount of casualty loss insurance) of the Master Lease and said Termination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraph 1 of this addendum'. 3. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee,the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first referenced above. Lessor: Lessee: BANC ONE LEASING CORPORATION CITY OF PEARLAND By: By : .4e2/ Title: Title: £r/,/ 4),/a / WS 415 Page 1 of 1 Schedule 1 Telephone Number(s)for Call-Backs and Person(s) Designated to Confirm Funds Transfer Instructions If to Lessee: • Name Telephone Number 1. A4(41(eA e.orte 7_0 1 - � 2. Fa:k(M O. \A WOE!lie Z ( -'(p- 1 7 3. blti 1�:���'� -Z7�( -7/).52._1 (0(03 If to Lessor: Name Telephone Number 1. Larry E. Spencer (614) 213-7177 2. Michelle R. Nance (614) 213-1019 3. Mary Jo Di Giacomo (614) 213-1557 4. Timothy L. Ellerbrock (614) 213-7645 Telephone call-backs shall be made to each Lessee and Lessor if joint instructions are required pursuant to this Escrow Agreement. • MUN3-escrow.doc(11-29-00) SCHEDULE A-1 Equipment Description Lease Schedule No.1000119298 dated 5/21/2004 The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: 3519 Liberty Drive Pearland, TX 77581 Equipment Description: 2004 Motorola Centracom Gold Elite RF Police Dispatch System With four 800 MHZ analog Astro Spectra Consolettes also see attached Exhibit A. Expected Equipment Purchase Price $184,000.00 Minus Lessee Down Payment/Trade-in $0.00 Net Amount Financed $184,000.00 This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease Schedule. City of Pearland Banc One Leasing Corporation (Lessee) (Lessor) By: By: Title: + `)(� y d�//r��lr��i.'T Title: Funding Authority MLDSA1.DOC PAGE 1 OF 1 PearlendFlb-.J'04 01_04 EXHIBIT A 'Sic, 151 41I/20041 City of Pearla d Pollee Reza Num t Nomenclature i<IDAC HGAC Aescrl Ilan Each Exiended i I B(811 C Primary Console Offering CENTRACOM GOLD CENTRAL ELECTRONICS 288.00 la I K995AC ALT:MODUI-FS, T • $$9,65S.49 $9,65F.40 AM73AS SAD INTERFACE $9,65S.4fl ti I (b 6 K259 ADD:CABLE,25•PAIR, 15 FOOT AND PU $9,6SE.40 T lc 1 X643 ENH:AEB-CEI1 LINK TYPE,El $0.00 $0.00 * I Id I K837AC • MN:EXTENDED WARRANTY,3 CARD CAGE • $0.00 $0.00 1 B I B30DA INTERFACE MODULES FOR B TT.&ACK LOGGING $7,760.00 $7,760.00 2 16 B1B40 CBTVTRACOM GOLL?INTERFACE MODULE FOR �7,760,00 $7,760.00 10a 16 K146A9 E.NH:RETAi TONE REMOTE CONTROL $868.80 813,900.80 lOb 16 K700 ADD:RELAY,PTTOUTPCIT $0.00 $a,00 z 10c 16 IC380LEAD $64.80 $1,fl36,80 A(}D:INPUT,CARRIER OPERATED RELAY Tr;I 14 7 B 1432 AUXILIARY CONTROL RELAY 37.60 $498.40 24 1 B1827 CENTRAC-OM GOLD SOFTWARE LICENSE MAN S71.20 498. 0 1 24a 16 X597AE ADD:SOFTWARE LICENSP,CONVENTIONAL $88.00 $60.00 24b 3 X293 ADD:SOFTWARE LICENSE,ELITE OPERAT ,200.00 S9,S60.00 7I 24e I X300 ADD:SOFTWARE LICENSE,ANALOG SMART $3200.04 59,60fl. 0 25 3 B1822 CF,'TRACOIYI GOLD ELITE INTERFACE E€}iC $400. D $400.170 co -25a 3 K704AE ADD;HEADSET JACK,1{2 WI13 FOOT CAB $7, 12.oD �22,B3b,04 $192,OD 2Sb 3 K570AE ADD:HEADSET JACK,W/13 FOOT CABLE $575.{10 25c 3 K572AF ADD:FOOTS $192,00 576.40 25d 3 K703 ADD:MICROPHONE,GOOSENECK,9_INCH .40 KCH $46.S0 $230.40 25e 3 K153AK ADD:50'OM PAIR $73920 0 85 3 DSPA178213LKTS i7"LCD,WfTO.iiCH,BLACK $40,00 $120.00 01 L3332 GOLD ELITE SERVER • 4,630. 5 $B,490,15 tCO o I DSCAMi549C I7"CRT MONITOR $4,655.00 ,4,655.00 ; o 89 3 L3337 EIS WORKSTATION WITlI WINDOWS XP S`P1 5617.Si? ,345.50 0' E9a 3 ZA.00268AA $3,I15:05 c ADD;SOUND CARD FOR DUAL iRR CAEABI 59,34550 { w 9D 3 DDR6629 SOFTWARE BASED DUAL 1RR $180.51} 5547 05 �, 93 I DSJ4813A II P PROCURVE SWITCH 2524 $2,425.35 $7,27t.73 94 2 CDN6224 $1,826.75 SNAP ON PLUG,RI-43 PACK OF 10 $i,82B.30 95 1 TDNI119 '� ETHERNET CABLE 100' $44.55 b89,30 z 0 - $32.30 $32.30 u PBARLAND o Motorola Confidential Page 1 .-. 11) > o, 0 PearlandPit.. 14_01_04 EXHIBIT A ffil 4/1/2604 City ofPearlia Pollee Item Drum Q Nomenclature Desert lion 96 t TRN7343 SEVEN AND A HALF FOOT RACK Each Emended h 97 1 DSOPQGZ013 POWER DIST.UNIT SURGE PROTECT $381.13 $387,I3 100 4 DSltMv1P620AT 120VAC 20A iP6 OUTLET 1+�S,flO 14. J05 1 ASAI'L�X2120T7b3 NL 4I$20,20' $765,00 240/120 VAC SINGLI?PHASE.3KA SADS $450,90 $1,803,60 r Optima 106 32 DSCP2327 PUNCH DOWNrFOR M66 BLOCK.PAIR PROT $3,473,gt} 83,0789U • $49,50 $1,564.00 1 a? 4 L99DX Backup Control Stations I 107 4 9L A TRO SPECTRA l0?b 4 W7,35 WATTS 8d5-674 MHZ $2,760.00 ;11,040,00 107e 4 G24 ENH:ANALOG OPERATION CONSUL $1,000, 0 $4,000.00 G241 81TEI:S141ARTZON1,�f5IrICJLET ONE SYSTEM SO $0,0 $ .00 I 107d 4 L146 EI!I13:LOCAL.TONERS $792A0 N 1 107e 4 G24 M07E 83,158:00 ENH:TWO(2)YEAR EXPRESS SERVICE P $$99.00 S1,520.0004 $396.00 l 07f 4 L73 DEL:MICROPHONE SPECTRA DESKTOP S0.0 -$200.00 108 4 TRN7466 MOUNTING BRACKET EIA.L9 INCH $770 VI 109 4 TDF7611 gotANTENNA YAGt I0DJ3 7 ELEMENT 77.0 $308.00 $358 24 SIA32.80 I 21 1 131813 Spare Modtale Kits • CENTRACOM GOLD SPARE MODULE,CONSOL 23 1 BI814 CENTRACOM(TOLD SPADES FOR.CLASSIC C 53,960,94 $3)960.00 , $2,392.80 S2,392.20 { o °' .Headsets am 4S 91 3 .CIYI`F628] `° EASE WITH PTT SWITCH 92 14 C13N6290 SUPRA MQ1+1A $1 . c • co URALNaJSE CANCELLifiI{J Ck i $444.00 n $_90.40 $1,265.60 ,- 0 0 UPS Q 1 llS9I7005D4N0021 UPS,9170 6KVA/5ICW,240V IN '5 kIl�DWD;27 NaN RUN,60"E1vcLs /I,846.70 $11,846.70 a NetClock Ethernet Time Server l3S9188 IS ETEEJ2NET TIMER SERVER 10 m ,--1 1 DQ8225 GPS ANTENNA $J,646.to to o $l,b46,10 $369.00 $369.00 m ro PEAR AIVD Motorola Confidential.a in Page 2 ro o in • ) PearlandEk. s14 01_04 EXHIBIT A isi J 4l.R114t14 City orPeariluad Police • !tent I Num Nomenclature 1 058226 1t emi film] � � � � eki h I JDSCA47]O4 ANTENNA SURGE P1tOTECTORac� 103 1 DS8179T T COAJc AI ALE RG213 140' `n� �327.60 S327,6O 104 1 DSC�ya414� TAP WITH TO44z6 POWER SUPPLY $330.30 F. C' LpRS 483 333030 T $382.50 S382.50 $67.50 •S67.30 t 1 DSPoarlanri WatsonFusion• ¢Positron With Ferniture tver.Liftand 30"Rotating Resource S45,611.44 45,611.44 r I Equipment Total Mazola Services-SYWPnq 227,755.29 i /MAC Fee 1,5%a SZ4,2094Q El I $3,719.43 • Total 1.,681.72 _Harris Coenty responsible for temp arar9tilspota:h act tip, Installation,programming and optimization of console �I a c I 0 F W Co c 0 0 '� fi ti , C) C 0 w u o ca co isi h m i r A co co A v 0 m �' o © PEARL AND CDC (. -� o ri * Motorola Conn demtint v n Page 3 0 w LSAEIIVOSEE. TEXAS LEASE SCHEDULE ADDENDUM Dated As Of 05/21/04 Lease Schedule No. 1000119298 Dated 05/21/04 Lessee:CITY OF PEARLAND Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease") identified in the Schedule by and between Banc One Leasing Corporation ("Lessor") and the above lessee ("Lessee"). As used herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule.This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW,THEREFORE, solely for purposes of the Lease, Lessor and Lessee hereby agree as follows: 1. NON-APPROPRIATION AND NON-SUBSTITUTION AMENDMENTS. All of subsections 6.1, 6.2 and 6.3 of the Master Lease are deleted and replaced with the following: "6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. "6.1 For the Lease, Lessee represents and warrants:that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated and made available therefor.All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally available therefor. Lessor agrees that the Lease will not be a general obligation of Lessee and the Lease shall not constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee. "6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent.Payments or other payments due under the Lease and if other funds are not legally available for such payments,then a"Non-Appropriation Event"shall be deemed to have occurred. If a Non-Appropriation Event occurs,then: (a) Lessee shall give Lessor immediate notice of such Non-Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b)on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the Lease, at Lessee's sole expense, in accordance with Section 21 hereof(provided, that if under applicable State law Lessee's obligation to pay the expenses of returning the Equipment would render the Lease void or unenforceable under State law, then Lessee shall not be obligated to pay the expenses of returning the Equipment under section 21 hereof, but Lessee shall be required to cooperate with Lessor in Lessor's taking possession of the Equipment); and (c)the Lease shall terminate on the Return Date without penalty to Lessee, provided,that Lessee shall pay all Rent Payments and other amounts payable under the Lease for which funds shall have been appropriated or are otherwise legally available, provided further,that Lessee shall pay month-to-month rent at the rate set forth in the Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2."Return Date"means the last day of the fiscal year for which appropriations were made for the Rent Payments due under the Lease." 2. DECLARATION OF PERSONAL PROPERTY FINANCING. (a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL CONSTITUTE PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE DEEMED, OR IDENTIFIED AS,ANY OF THE FOLLOWING: REAL PROPERTY;AN IMPROVEMENT ON ANY REAL PROPERTY;A PERMANENT BUILDING OR STRUCTURE ON ANY REAL PROPERTY; OR A FIXTURE ON ANY REAL PROPERTY. (b) Lessee represents and warrants to Lessor that the Equipment is personal property and that the Equipment is not any of the following: real property; an improvement on any real property; a permanent building or structure on any real property;or a fixture on any real property. Upon Lessor's written request, Lessee shall furnish to Lessor a certificate executed by an independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or architect certifies that the Equipment is relocatable or transportable and will remain personal property. (c)Without limiting the generality of the representations in the Master Lease as it applies to the Lease, Lessee represents and warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of Texas, including, without limitation,_all applicable public finance laws of the State of Texas. WS_423 Page 1 of 2 OAIMEtliOna 3. NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that:(a) unless otherwise agreed by Lessee in writing, Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease; (b) if Lessor sells or assigns its rights in the Lease,then, unless otherwise agreed by Lessee in writing,such sale or assignment shall be of an undivided interest in all of Lessor's right,title and interest in the Lease to a single purchaser or assignee; and (c)if Lessee consents to the creation or sale of any fractional interests in the Lease or any participation interests in the Lease, Lessor agrees that such transaction shall comply with applicable State and federal law. 4. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor,the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first referenced above. Lessor: Lessee: BANC ONE LEASING CORPORATION CITY OF PEARLAND By: By: �% c=� �, Title: Title: ) WS 423 Page 2 of 2 A!ONE® LEASE SCHEDULE NO. 1000119298 Dated As Of 05/21/04 This Lease Schedule,together with its Payment Schedule, is attached and made a part of the Master Lease-Purchase Agreement described below("Master Lease") between the Lessee and Lessor named below.All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same meaning when used herein. Master Lease-Purchase Agreement dated 02/16/99 A. EQUIPMENT DESCRIBED:The Equipment includes all of the property described on Schedule A-1 attached hereto and made a part hereof. B. EQUIPMENT LOCATION: See Attached Schedule A-1 C.ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b)ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE"AS-IS,WHERE-IS";AND(d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE. D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term:to use the Equipment;to continue this Lease; and to make Rental Payments if funds are appropriated in each fiscal year by its governing body. E. RENTAL PAYMENTS; LEASE TERM:The Rental Payments to be paid by Lessee to Lessor,the commencement date thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this Lease Schedule. F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affirms all of its representations,warranties and obligations under the Master Lease(including,without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Sections 6.1 and 16 thereof). Equipment/Escrow Acceptance Date: Lessor: Lessee: BANC ONE LEASING CORPORATION CITY OF PEARLAND By: By: Title: Title: a .0 WS 401 Page 1 of 1 INSURANCE COVERAGE DISCLOSURE BANC ONE LEASING CORPORATION, LESSOR CITY OF PEARLAND, LESSEE RE: INSURANCE COVERAGE REQUIREMENTS 1. In accordance with the Lease/Purchase Agreement,Lessee certifies that it has instructed the insurance agent named below(please fill in name, address, and telephone number): t to issue: (check to indicate coverage) a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming"Banc One Leasing Corporation and/or its assigns"as Loss Payee. Coverage Required: Termination Value Specified _b. Public Liability Insurance evidenced by a Certificate of Insurance naming "Banc One Leasing Corporation and/or its assigns"as an Additional Insured. Minimum Coverage Required: $500,000.00 per person $1,000,000.00 aggregate bodily injury liability $500,000.00 property damage liability Proof of insurance coverage will be provided to Banc One Leasing Corporation,1111 Polaris Parkway,Suite A3, Columbus,OH 43240, prior to the time that the property is delivered to Lessee. OR 2. Pursuant to the Lease/Purchase Agreement, Lessee represents and warrants, in addition to other matters under the Agreement,that it is lawfully self-insured for: (check to indicate coverage) _a. All risk, physical damage in the amount specified in 1(a) above. _b. Public liability for not less than the amounts specified in 1(b) above. Lessee has attached a copy of the statute authorizing this form of insurance. Lessee: CITY OF PEARLAND By: �� Title: C n/ 14,00-7V/` WS 404 Page 1 of 1 INSURANCE INFORMATION Please provide the following information to your insurance company to help expedite receipt of the necessary coverage: ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE: Banc One Leasing Corporation must be named Loss Payee and Additional Insured 30 Days Notice of Cancellation Not Less than $1,000,000.00 limits on liability Certificate must reflect a short equipment description Certificate must reflect an expiration date Certificate Holder Information: Banc One Leasing Corporation and/or its assigns 1111 Polaris Parkway,Suite A-3 Columbus, OH 43240 Please send a FAX copy of certificate to ED SPENCER at(614)213-30756 The original should be mailed to ED SPENCER at: Banc One Leasing Corporation and/or its assigns 1111 Polaris Parkway, Suite A-3 Columbus, OH 43240 Please call me at 800-879-9182, ext.37177 or 614-213-7177 if you have any questions. • WS 405 Page 1 of 1 FORM OF OPINION OF COUNSEL (To Be Typed on Attorney's Letterhead Stationery) Date: 5/21/04 Lessee: City of Pearland Lessor: Banc One Leasing Corporation Re: Lease Schedule No. 1000119298 dated 5/21/04 together with its Master Lease-Purchase Agreement dated as of 2/16/99 by and between the above-named Lessee and the above- named Lessor and the Escrow Agreement dated 5/21/04 relating to the foregoing Gentlemen: I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease-Purchase Agreement and all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: 1. Lessee is a political subdivision of the State of Texas (the "State") duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting creditor's remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws). 5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, Attorney MLDOPN.DOC PAGE 1 OF 1 Form 803 -6 Information Return for Tax-Exempt Governmental Obligations 6- Under Internal Revenue.Code section 149(e) OMB No.1545-0720 (Rev. November 2000) b> See separate Instructions. Department Revenue f the Treasury Caution:If the issue rice is under$100,000, use Form 8038-GC. pIn�ternal Service p VAX Reporting Authority If Amended Return, check here I> ❑ 1 Issuer's name _ 2 Issuer's employer identification number City of Pearland 74; 6028909 3 Number and street(or P.O. box if mail is not delivered to street address) Room/suite 4 Report number 3519 Liberty Drive 3 G 2004 LP1 5 City, town,or post office,state, and ZIP code 6 Date of issue Pearland, TX 77581 May 21,2004 7 Name of issue 8 CUSIP number Lease Schedule NO. 1000119298 none 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative Operations Team Lead ( 800 ) 879-9182 Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 ❑ Education 11 12 ❑ Health and hospital 12 13 LI Transportation 13 14 ❑ Public safety 14 15 ❑ Environment(including sewage bonds) 15 16 ❑ Housing 16 17 ❑ Utilities 17 18 10 Other. Describe to- Police Dispatch System 18 $184,000.00 19 If obligations are TANS or RANs, check box It> ❑ If obligations are BANs, check box © ❑ 20 If obligations are in the form of a lease or installment sale, check box ® � j A ffilii1i1 Description of Obligations. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 5/21/07 $ 184,000.00 $ 1.00 3 years 2.9700 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 22 0 23 Issue price of entire issue (enter amount from line 21, column (b)) 23 184,000.00 24 Proceeds used for bond issuance costs(including underwriters'discount) . 24 0 r 25 Proceeds used for credit enhancement 25 0 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 0 27 Proceeds used to currently refund prior issues 27 0 A 28 Proceeds used to advance refund prior issues 28 0 29 Total (add lines 24 through 28) 29 0 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here). . 30 184,000.00 itarit'1l Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . © n/a years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . ® n/a years 33 Enter the last date on which the refunded bonds will be called le- n/a 34 Enter the date(s)the refunded bonds were issued 4> zt Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 35 0 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a 0 b Enter the final maturity date of the guaranteed investment contract re- FA 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a 0 b If this issue is a loan made from the proceeds of another tax-exempt issue, check box '- ❑ and enter the name of the issuer ® and the date of the issue le- 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . f: ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box a- ❑ 40 If the issuer has identified a hedge, check box it> ❑ Unde alties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge and elief,they are true,correct,and complete. Sign .�)C-• �A",_ ,,�__ Here f� 3aSor\-IDir Our of Ercu-cP> Si at of issuer's autt on ed representative Date r Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat.No.63773S Form 8038-G (Rev.11-2000) fEr ©NM RESOLUTION AND DECLARATION OF OFFICIAL INTENT ,Lessee: CITY OF PEARLAND Principal Amount Expected To Be Financed: $ 184,000.00 WHEREAS,the above Lessee is a political subdivision of the State in which Lessee is located(the"State")and is duly organized and existing pursuant to the constitution and laws of the State. WHEREAS, pursuant to applicable law,the governing body of the Lessee("Governing Body")is authorized to acquire, dispose of and encumber real and personal property, including,without limitation, rights and interests in property, leases and easements necessary to the functions or operations of the Lessee. WHEREAS,the Governing Body hereby finds and determines that the execution of one or more lease-purchase agreements("Equipment Leases")in the principal amount not exceeding the amount stated above("Principal Amount")for the purpose of acquiring the property generally described below("Property")and to be described more specifically in the Equipment Leases is appropriate and necessary to the functions and operations of the Lessee. Brief Description Of Property: See Attached Schedule A-1 WHEREAS, Banc One Leasing Corporation("Lessor") is expected to act as the lessor under the Equipment Leases. WHEREAS,the Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of proceeds of the Equipment Leases("Lease Purchase Proceeds")for such expenditures and such expenditures are not expected to exceed the Principal Amount. WHEREAS,the U.S.Treasury Department regulations do not allow the proceeds of a tax-exempt borrowing to be spent on working capital and the Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for Property from the Lease Purchase Proceeds. NOW,THEREFORE, Be It Resolved by the Governing Body of the Lessee: Section 1. Either one of the OR the (each an "Authorized Representative") acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the form set forth in the document presently before the Governing Body,which document is available for public inspection at the office of the Lessee. Each Authorized Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease (including, but not limited to, escrow agreements) as the Authorized Representative deems necessary and appropriate.All other related contracts and agreements necessary and incidental to the Equipment Leases are hereby authorized. Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees.of the Lessee to execute and deliver agreements and documents relating to the Equipment Leases on behalf of the Lessee. Section 3. The aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by the Lessee as set forth therein. • Section 4. The Lessee's obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Equipment Lease and the Lessee's obligations under the Equipment Leases shall not constitute a general obligations of the Lessee or indebtedness under the Constitution or laws of the State. Section 5. The Governing Body of Lessee anticipates that the Lessee may pay certain capital expenditures in connection with the Property prior to the receipt of the Lease Purchase Proceeds for the Property.The Governing Body of Lessee hereby declares the Lessee's official intent to use the Lease Purchase Proceeds to reimburse itself for Property expenditures.This section of the Resolution is adopted by the Governing Body of Lessee for the purpose of establishing compliance with the requirements of Section 1.150-2 of Treasury Regulations.This section of the Resolution does not bind the Lessee to make any expenditure,incur any indebtedness, or proceed with the purchase of the Property. Section 6.This Resolution shall take effect immediately upon its adoption and approval. WS 403 Page 1 of 2 B ` I'®OM ® ADOPTED AND APPROVED on this The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Lessee,that the foregoing resolutions were duly adopted by said Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in II force and effect on the date stated below. ofSig re of ec 1le- of - see Print Name: Young Lorf i ng Official Title: City Secretary Date: May 21 , 2004 WS_403 Page 2 of 2 CERTIFICATE OF INCUMBENCY Lessee: CITY OF PEARLAND Lease Schedule No. 1000119298 Dated 05/21/04 I,the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the"Lessee"), a political subdivision duly organized and existing under the laws of the State where Lessee is located,that I have the title stated below, and that, as of the date hereof,the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representatives stated in Resolutions.] Name Title Signature Name Title Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. S' n ure of S e CI k of see Print Name: Young Lorf i nq . Official Title: City Secretary Date: May 21, 2004 WS_402 Page 1 of 1 ESCROW AGREEMENT Dated as of 05/21/04 (Gross Fund-Earnings to Lessee) This Escrow Agreement together with all addenda,riders and attachments hereto,as the same may from time to time be amended, modified or supplemented ("Agreement")is made and entered as of the date set forth above by and among the Escrow Agent identified below("Escrow Agent"),the Lessee identified below("Lessee")and BANC ONE LEASING CORPORATION ("Lessor"). Escrow Agent: J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Lessee: CITY OF PEARLAND For good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Recitals. 1.01 Lessor and Lessee have entered into the Lease identified below(a copy of which is attached to this Agreement as Exhibit A) whereby Lessor has agreed to lease and sell certain property described therein (the "Equipment")to Lessee,and Lessee has agreed to lease and purchase the Equipment from Lessor,in the manner and on the terms set forth in the Lease. 1.02 "Lease" means, collectively, the Lease Schedule identified below and the Master Lease-Purchase Agreement identified in said Lease Schedule (to the extent that it relates to said Lease Schedule) together with all exhibits, schedules, addenda, riders and attachments thereto. Lease Schedule No. 1000119298 1.03 LESSOR'S DEPOSIT: $ 184,000.00. Lessor shall pay or cause to be paid to the Escrow Agent the amount of the Lessor's Deposit which will be credited to the Equipment Acquisition Fund established in Section 2 hereof. To the extent that the Purchase Price of the Equipment exceeds the Lessor's Deposit,Lessee shall either deposit with Escrow Agent funds which will be credited to the Equipment Acquisition Fund and used to pay the balance of the Purchase Price of the Equipment or Lessee shall pay such balance directly to the Suppliers. 1.04 FUNDING EXPIRATION DATE: 11/21/05. Lessee and Lessor agree that all Equipment should be delivered and installed,and all funds disbursed from the Equipment Acquisition Fund,no later than the above Funding Expiration Date. 1.05 Under the Lease,Lessee will cause each item of Equipment to be ordered from the applicable Suppliers. Lessee shall furnish to Lessor as soon as available, a copy of the purchase orders or purchase contracts for all Equipment ordered pursuant to the Lease,showing the Supplier,the Purchase Price and the estimated delivery dates. 1.06 Subject to such control by Lessee and Lessor as is provided herein,Lessor and Lessee agree to employ the Escrow Agent to receive, hold, invest and disburse the moneys to be paid to the Escrow Agent as described in Section 1.03,all as hereinafter provided.The Escrow Agent shall not be obligated to assume or perform any obligation of Lessee or Lessor under the Lease or of any Supplier with respect to any Equipment by reason of anything contained in this Agreement.Any funds in the Equipment Acquisition Fund not needed to pay the Purchase Price of Equipment will be paid to Lessor or Lessee,all as hereinafter provided. 1.07 This Agreement is not intended to alter or change in any way the rights and obligations of Lessor and Lessee under the Lease, but is entirely supplemental thereto.The terms capitalized in this Agreement but not defined herein shall have the meanings given to them in the Exhibit A. 1.08 Each of the parties hereto has authority to enter into this Agreement,and has taken all actions necessary to authorize the execution of this Agreement by the officers whose signatures are affixed hereto. Section 2. Equipment Acquisition Fund. 2.01 The Escrow Agent shall establish a special escrow fund designated as the Equipment Acquisition Fund (the"Equipment Acquisition Fund"),shall keep such fund separate and apart from all other funds and money held by it, and shall administer such fund as provided in this Agreement. WS_408 Page 1 of 6 [31Rar-F--ovr-i 2.02 The Lessor's Deposit and.any funds deposited by Lessee under Section 1.03 hereof shall be credited to the Equipment Acquisition Fund which shall be used to pay the balance of the Purchase Price of each item of Equipment subject to the Lease.The Escrow Agent shall pay to the Suppliers of the Equipment the payment amounts then due and payable with respect thereto upon receipt of all of the following: (a) a Receipt Certificate/Payment Request executed by Lessor and Lessee which describes the items of Equipment for which payment is to be made and specifies each Supplier and its address and the applicable portion of the Purchase Price of the items of Equipment to be paid; (b) the Suppliers' invoices specifying the applicable portion of the Purchase Price of the items of Equipment described in said Receipt Certificate; and (c)if the item of Equipment is a titled vehicle,a copy of the Manufacturer's Statement of Origin(MSO)covering such item showing Lessor as first and sole lienholder. 2.03 If Lessor delivers to the Escrow Agent written notice of the occurrence of an event of default under the Lease or of a termination of the Lease due to a non-appropriation event or non-renewal event under the Lease,then the Escrow Agent shall immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund. 2.04 Upon the Escrow Agent's receipt of a Full Funding Notice, the Escrow Agent shall apply the balance remaining in the Equipment Acquisition Fund: first,to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor; and second, to Lessor to be applied by Lessor for benefit of Lessee either: (a)toward the principal portion of the Rent Payment next coming due under the Lease;or(b)toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. "Full Funding Notice"means the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease has been delivered to and accepted by Lessee under the Lease and that the full amount of the Lessor's Deposit has been paid to the applicable Suppliers. 2.05 Upon the Funding Expiration Date stated in Section 1.04 above,the Escrow Agent shall apply the balance of the Lessor's Deposit remaining in the Equipment Acquisition Fund: first,to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor; and second, to Lessor to be applied by Lessor for benefit of Lessee either: (a)toward the principal portion of the Rent Payment next coming due under the Lease;or(b)toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. Upon the Funding Expiration Date stated in Section 1.04 above,the Escrow Agent shall apply the interest earnings on the Lessor's Deposit as set forth in Section 2.04 above. 2.06 The Escrow Agent shall not be responsible for the sufficiency of the moneys credited to the Equipment Acquisition Fund to make the payments herein required. Section 3. Money in Equipment Acquisitions Fund; Investment. 3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in trust for the benefit of Lessee and Lessor, and such money, together with any income or interest earned thereon, shall be expended only as provided in this Agreement,and shall not be subject to levy or attachment,or to any security interest or lien,by or for the benefit of any creditor of either Lessee or Lessor;provided,that the money and investments held by the Escrow Agent under this Agreement shall be subject to the security interests provided in Sections 3.07 and 4.03 hereof. 3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written direction of Lessee in Qualified Investments(as defined below).Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent.The Escrow Agent may purchase or sell to itself or any affiliate,as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving WS_408 Page 2 of 6 consideration for the time at which funds are required to be available.No investment shall be made that would cause the Agreement to he deemed an "arbitrage bond"within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended. 3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the Escrow Account and is not a trustee or fiduciary to Lessee. Lessee acknowledges and agrees that all investments made pursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be borne solely by Lessee.Escrow Agent shall from time to time invest and reinvest the funds held in the Escrow Account, as and when instructed by Lessee, in writing, in any one or more of the following (hereinafter, "Qualified Investments"):(a)obligations of the United States of America;(b)general obligations of any State of the United States of America; (c)general obligations of any political subdivision of a State of the United States of America,if such obligations are rated by at least two recognized rating services as at least AA;(d)certificates of deposit of any national bank or banks (including, if applicable, Escrow Agent or an affiliate of Escrow Agent) insured by the Federal Deposit Insurance Corporation(FDIC)with a net worth in excess of$100,000,000("Acceptable Bank");(e)obligations of State or Municipal Public Housing Authorities chartered by the United States of America and guaranteed by the United States of America; (f)demand interest bearing accounts of Escrow Agent or an affiliate of Escrow Agent if Escrow Agent or an affiliate of Escrow Agent is an Acceptable Bank;(g)money market funds whose assets are solely invested in obligations listed in(a)through(f)above,including repurchase agreements secured by such obligations,and which money market funds are rated in either of the two highest categories of any Rating Agency at the time of purchase, including,without limitation,the JPMorgan Funds,the One Group Funds or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that(1) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered,(2)the Escrow Agent charges and collects fees for services rendered pursuant to the Lease or this Agreement,which fees are,separate from the fees received from such funds and(3)services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates;and(h)any other obligations approved in writing by Lessor.In the event that no instructions are received from Lessee as provided above, Escrow Agent shall invest the Escrow Account in JPMorgan Funds or One Group Funds pursuant to subparagraph (g)above. 3.04 If any of the above-described Qualified Investments are not legal investments of Lessee,then Lessee shall immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee,and shall provide Escrow Agent with direction to invest funds in accordance with Section 3.03. 3.05 The Escrow Agent shall,without further direction,sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Any income received on such investments shall be credited to the Equipment Acquisition Fund. 3.06 The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee.The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investments of moneys made by it in accordance with this Section. 3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under this Agreement as collateral security for the payment and performance of all of Lessee's obligations under the Lease, this Agreement and any agreement, contract or instrument related to the Lease or this Agreement. Lessee represents and warrants to Lessor that the money and investments held by the Escrow Agent under this Agreement are free and clear of any liens, security interests or encumbrances other than the security interests created under this Agreement. Escrow Agent hereby acknowledges that it holds the money and investments held by the Escrow Agent under this Agreement subject to such security interest created by Lessee as bailee for Lessor; provided, that Escrow Agent's security interest in such money and investments as created under Section 4.03 hereof shall be superior to Lessor's security interest therein. Section 4. Escrow Agent's Authority; Indemnification. 4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument or signature which it,in good faith,believes to be genuine;assume the validity and accuracy of any statement or assertion contained in such a writing,notice,certificate,instruction or instrument;and assume that any person purporting to give any such writing, notice, certificate, instruction or instrument in connection with the provisions hereof has been duly authorized to do so. Except as expressly provided otherwise in this Agreement,the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form of, the manner of execution of, or the validity, accuracy or authenticity of any writing,notice,certificate,instruction or instrument deposited with it,nor as to the identity,authority or right of any person executing the same.The Escrow Agent's duties hereunder(including,without limitation, its duties as to the safekeeping,investment and disbursement of moneys in the Equipment Acquisition Fund)shall be limited to those specifically provided herein. WS_408 Page 3 of S • 1.EAMICADNE. 4.02 Lessee and Lessor jointly and severally shall indemnify,defend and save harmless the Escrow Agent from any and all claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and fees and expenses of in house or outside counsel) ( Losses") arising out of or in connection with(i)its execution and performance of this Agreement,except to the extent and that such Losses are due to the gross negligence or willful misconduct of the Escrow Agent, or (ii) its following any instructions or other directions from Lessee or the Lessor,except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The provisions of this Section 4.02 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason.The indemnifications set forth herein are intended to and shall include the indemnification of all affected agents, directors, officers and employees of the Escrow Agent. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments held by the Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section 4.02 and for any other expenses,costs,fees or charges of any character or nature which may be incurred by the Escrow Agent(including reasonable attorneys'fees and court costs)relating to any suit(interpleader or otherwise) or other dispute arising between Lessee and Lessor as to the correct interpretation of the Lease, this Agreement or any instructions given to the Escrow Agent hereunder,with the right of the Escrow Agent,regardless of the instructions aforesaid,to hold the said property until and unless said expenses, costs,fees and charges shall be fully paid. 4.04 If Lessee or Lessor disagree about the interpretation of the Lease or this Agreement,about their rights and obligations under the Lease or this Agreement,or about the propriety of any action contemplated by the Escrow Agent hereunder, then the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Lessee and Lessor shall pay all costs, including reasonable attorneys' fees, in connection with such action.The Escrow Agent shall be fully protected in suspending all or any part of its activities under this Agreement until a final judgment in such action is received. 4.05 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel.The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct. None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. Section 5. Change of Escrow Agent. 5.01 Upon agreement of the parties hereto, a national banking association or a state bank having capital (exclusive of borrowed capital)and surplus of at least$10,000,000.00,qualified as a depository of public funds,may be substituted to act as Escrow Agent under this Agreement.Such substitution shall not be deemed to affect the rights or obligations of the parties hereto. Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this Agreement. 5.02 The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its intention to resign and of the proposed date of resignation,which shall be a date not less than thirty(30)days after such notice is deposited in the United States mail with postage fully prepaid,unless an earlier resignation date and the appointment of a successor Escrow Agent has been approved by Lessee and Lessor. 5.03 The Escrow Agent may appoint an agent to exercise any of the powers,rights or remedies granted to the Escrow Agent under this Agreement, to hold title to property or to take any other action which may be desirable or necessary hereunder. 5.04 Any corporation,association or other entity into which the Escrow Agent may be converted or merged,or with which it may be consolidated,or to which it may sell or otherwise transfer all or substantially all of its corporate trust. assets and business or any corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a party,ipso facto,shall be and become successor escrow agent hereunder, vested with all other matters as was its predecessor,without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary. Section 6. Administrative Provisions. WS_408 Page 4 of 6 6.01 The Escrow Agent shall keep complete and accurate records of all money received and disbursed under this Agreement,which shall be available for inspection by Lessee or Lessor,or the agent of either of them,at any time during regular business hours. 6.02 All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received three(3)days after deposit in the United States mail,with postage fully prepaid. 6.03 This Agreement shall be construed and governed in accordance with the laws of the State of Lessee. 6.04 Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. 6.05 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Specifically,the term"Lessor"as used herein means any person or entity to whom Lessor has assigned its right to receive Rent Payments under the Lease and any other payments due to Lessor hereunder from and after the date when a written notice of such assignment is filed with the Escrow Agent. 6.06 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement. 6.07 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder. Section 7. Security Procedures. In the event funds transfer instructions are given(other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 1 hereto("Schedule 1"),and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Lessee or Lessor to identify(i)the beneficiary, (ii)the beneficiary's bank,or(iii)an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number,even where its use may result in a person other than the beneficiary being paid,or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. [The next page is the signature page.] WS 408 Page 5 of 6 Section 8.Escrow Agent Fees. $750.00("Acceptance Fee").As compensation for Escrow Agent's services hereunder, Lessee agrees to pay Escrow Agent the above Acceptance Fee;provided,that Escrow Agent will waive the Acceptance Fee so long as the Qualified Investment for the Lessor's Deposit shall be an eligible deposit of any bank affiliate of the Escrow Agent and/or any JPMorgan Fund or any One Group Funds. If the Acceptance Fee is payable by Lessee, then Lessee authorizes Escrow Agent either to deduct said Acceptance Fee from the interest and earnings otherwise payable to Lessee under this Agreement or to bill and collect said Acceptance Fee at the Funding Expiration Date. In addition, Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs and expenses and any extraordinary fees and expenses for performing its obligations hereunder(including,but not limited to,attorney's fees and expenses) and to pay all other amounts expressly due and payable to Escrow Agent hereunder. IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first written above. J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION ("Escrow Agent") By: 6525 West Oval Campus, Suite 200 Title: New Albany, Ohio 43054 BANC ONE LEASING CORPORATION ("Lessor") By: 1111 Polaris Parkway, Suite A-3 Title: Funding Authority Columbus, Ohio 43240 CITY OF PEARLAND ("Lessee") By: Title: (ri / *90f Ler-- Attachments: Exhibit A(Copy of Lease Schedule identified in Section 1.02 above) Schedule 1 (Name/telephone#of call-back person(s)designated by Section 7 above) WS_408 . Page 6 of 6