R-2013-161-2013-10-14 RESOLUTION NO. R2013-161
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AWARDING A LEASE/PURCHASE BID FOR THE PURCHASE OF
CERTAIN CAPITAL EQUIPMENT.
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 certain
capital equipment, and such bids have been reviewed and tabulated.
Section 2. That the City Council hereby awards the bid to U.S. Bancorp
Government Leasing and Finance, Inc., to finance up to $1,984,110.38 at a fixed rate of
2.028% for seven (7) years.
Section 3. The City Manager or his designee is hereby authorized to execute any
necessary documents for the Lease/Purchase of certain capital equipment.
PASSED, APPROVED and ADOPTED this the 14th day of October, A.D., 2013.
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TOM REID
MAYOR
ATTEST:
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SECT TARY 6\.. .\ .1e
APPROVED AS TO FORM: ""
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DARRIN M. COKER
CITY ATTORNEY
IMbancorp. All of us serving you®
Equipment Finance
950 17th Street,7th Floor
Denver,CO 80202
November 26, 2013
Bob Pearce
Purchasing Officer
City of Pearland, TX
3519 Liberty Dr.
Pearland, TX 77581
Dear Mr. Pearce:
Enclosed please find one (1) executed original of the Master Tax-Exempt
Lease/Purchase. Agreement dated November 22, 2013 and related Property
Schedule No. 1 dated November 22, 2013 by and between the City of Pearland,
Texas as Lessee and U.S. Bancorp Government Leasing and Finance, Inc. as
Lessor.
We thank you for your business and look forward to fulfilling any financing needs
you may have in the future.
Sincerely,
Soxi (1,0,4;at
Francine Neville
Documentation Specialist
usbank.com .
Master Tax-Exempt Lease/Purchase Agreement
Between: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor")
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
And: City of Pearland, TX(the "Lessee")
3519 Liberty Dr.
Pearland, TX 77581
Attention: Bob Pearce •
Telephone: 281-652-1668
•
Dated: November 22, 2013
ARTICLE I
DEFINITIONS
The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreement"means this Master Tax-Exempt Lease/Purchase Agreement,including all exhibits and schedules attached hereto.
"Code"is defined in Section 3.01(f).
"Commencement Date"is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences,which date shall be set forth in such
Property Schedule.
"Event of Default"is defined in Section 13.01.
"Lease Payments"means the Lease Payments payable by Lessee under Article VI of this Agreement and each Property Schedule,as set forth in each Property Schedule.
"Lease Payment Dates"means the Lease Payment dates for the Lease Payments as set forth in each Property Schedule.
"Lease Term"means,with respect to a Property Schedule,the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder shall
be set forth in such Property Schedule,as provided in Section 4.02.
"Lessee"means the entity identified as such in the first paragraph hereof,and its permitted successors and assigns.
"Lessor"means the entity identified as such in the first paragraph hereof,and its successors and assigns.
"Nonappropriation Event"is defined in Section 6.06.
"Original Term" means, with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the
Commencement Date.
"Property"means,collectively,the property lease/purchased pursuant to this Agreement,and with respect to each Property Schedule,the property described in such Property
Schedule,and all replacements,repairs,restorations,modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX.
"Property Schedule"means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be
numbered consecutively,beginning with Property Schedule 2.
"Purchase Price"means the amount that Lessee may,in its discretion,pay to Lessor to purchase the Property under a Property Schedule,as provided in Section 11.01 and as
set forth in the Property Schedule.
"Renewal Terms"means the renewal terms of a Property Schedule,each having a duration of one year and a term coextensive with Lessee's budget year.
"State"means the state where Lessee is located.
"Vendor"means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Lessor or Lessee purchased or is
purchasing all or any portion of the Property.
ARTICLE II
2.01 Property Schedules Separate Financings. Each Property Schedule executed and delivered under this Agreement shall be a separate financing,distinct from
other Property Schedules. Without limiting the foregoing,upon the occurrence of an Event of Default or a Nonappropriation Event with respect to a Property Schedule,Lessor
shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Property Schedule,and except as
expressly provided in Section 12.02 below,Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Property
Schedules unless an Event of Default or Nonappropriation Event has also occurred under such other Property Schedules.
ARTICLE III
3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder,Lessee shall be deemed to represent,
covenant and warrant for the benefit of Lessor as follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into
this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent
Lessee should merge with another entity under the laws of the State,Lessee agrees that as a condition to such merger it will require that the remaining or
resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its goveming body,or by other
appropriate official approval,and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this
Agreement and the Property Schedule,and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the
Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule,Lessee shall
cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2.
(d) During the Lease Term for the Property Schedule,the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential
governmental uses and public functions within the permissible scope of Lessee's authority.
(e) Lessee will provide Lessor with current financial statements,budgets and proof of appropriation for the ensuing budget year and other financial information
relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by
Lessor.
(f) Lessee will comply with at applicable provisions of the Internal Revenue Code of 1986,as amended(the"Code"),including Sections 103 and 148 thereof,and
the regulations of the Treasury Department thereunder,from time to time proposed or in effect,in order to maintain the excludability from gross income for
federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in
such a manner as to cause a Property Schedule to be a"private activity bond"under Section 141(a)of the Code. Lessee covenants and agrees that it will use
the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been
entered into,and that no part of the proceeds of the Property Schedule shall be invested in any securities,obligations or other investments except for the
temporary period pending such use nor used,at any time,directly or indirectly,in a manner which,if such use had been reasonably anticipated on the date of
issuance of the Agreement,would have caused any portion of the Property Schedule to be or become"arbitrage bonds"within the meaning of Section
103(b)(2)or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to
obligations issued on the date of issuance of the Property Schedule.
(g) The execution,delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does
not conflict with or result in a violation or breach or constitute a default under,any resolution,bond,agreement,indenture,mortgage,note,lease or other
instrument to which Lessee is a party or by which it is bound by any law or any rule,regulation,order or decree of any court,govemmental agency or body
having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien,charge or other security interest or
encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject.
(h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty(30)
days prior notice to Lessor.
ARTICLE IV
4.01 Lease of Property. On the Commencement Date of each Property Schedule executed hereunder,Lessor will be deemed to demise,lease and let to Lessee,and
Lessee will be deemed to rent,lease and hire from Lessor,the Property described in such Property Schedule,in accordance with this Agreement and such Property Schedule,
for the Lease Term set forth in such Property Schedule.
4.02 Lease Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final
Lease Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01,unless terminated sooner pursuant to this Agreement
or the Property Schedule.
4.03 Delivery. Installation and Acceptance of Property. Lessee shall order the Property,shall cause the Property to be delivered and installed at the locations
specified in the applicable Property Schedule and shall pay all taxes,delivery costs and installation costs,if any,in connection therewith. To the extent funds are deposited
under an escrow agreement or trust agreement for the acquisition of the Property,such funds shall be disbursed as provided therein. When the Property described in such
Property Schedule is delivered,installed and accepted as to Lessee's specifications,Lessee shall immediately accept the Property and evidence said acceptance by executing
and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule.
ARTICLE V
5.01 Enlovment of Property. Lessee shall during the Lease Term peaceably and quietly have,hold and enjoy the Property,without suit,trouble or hindrance from
Lessor,except as expressly set forth in this Agreement. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default
under the subject Property Schedule.
5.02 Location:Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at all
reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property.
ARTICLE VI
6.01 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments
hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional,statutory
or charter limitation or requirement concerning the creation of indebtedness by Lessee,nor shall anything contained herein constitute a pledge of the faith and credit or taxing
power of Lessee. Upon the appropriation of Lease Payments for a fiscal year,the Lease Payments for said fiscal year,and only the Lease Payments for said current fiscal year,
shall be a binding obligation of Lessee;provided that such obligation shall not include a pledge of the taxing power of Lessee.
6.02 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Property Schedule,exclusively from legally available funds,in lawful money
of the United States of America,to Lessor in such amounts and on such dates as described in the applicable Property Schedule,at Lessor's address set forth on the first page
of this Agreement,unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments under a Property Schedule in an amount
sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease Payment. In addition,Lessee shall pay a late charge of five cents per dollar
or the highest amount permitted by applicable law,whichever is lower,on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts
were due until paid at the rate of 12%per annum or the maximum amount permitted by law,whichever is less.
6.03 Interest Component. A portion of each Lease Payment due under each Property Schedule is paid as,and represents payment of,interest,and each Property
Schedule hereunder shall set forth the interest component(or method of computation thereof)of each Lease Payment thereunder during the Lease Term.
6.04 Lease Payments to be Unconditional. SUBJECT TO SECTION 6.06,THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE
PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT
LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN
CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02.
6.05 Continuation of Lease by Lessee. Lessee intends to continue all Property Schedules entered into pursuant to this Agreement and to pay the Lease Payments
thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Lease Payments during the term of all Property Schedules can be
obtained. Lessee agrees that its staff will provide during the budgeting process for each budget year to the governing body of Lessee notification of any Lease Payments due
under the Property Schedules during the following budget year. Notwithstanding this covenant,if Lessee fails to appropriate the Lease Payments for a Property Schedule
pursuant to Section 6.06,such Property Schedule shall terminate at the end of the then current Original Term or Renewal Term. Although Lessee has made this covenant,in
the event that it fails to provide such notice,no remedy is provided and Lessee shall not be liable for any damages for its failure to so comply.
6.06 Nonapprooriation. If during the then current Original Term or Renewal Term,sufficient funds are not appropriated to make Lease Payments required under a
Property Schedule for the following fiscal year,Lessee shall be deemed to not have renewed such Property Schedule for the following fiscal year and the Property Schedule
shall terminate at the end of the then current Original Term or Renewal Term and Lessee shall not be obligated to make Lease Payments under said Property Schedule beyond
the then current fiscal year for which funds have been appropriated. Upon the occurrence of such nonappropriation(a"Nonappropriation Event")Lessee shall,no later than the
end of the fiscal year for which Lease Payments have been appropriated,deliver possession of the Property under said Property Schedule to Lessor. If Lessee fails to deliver
possession of the Property to Lessor upon termination of said Property Schedule by reason of a Nonappropriation Event,the termination shall nevertheless be effective but
Lessee shall be responsible forr the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days
after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as
required. In addition,Lessor may,by written instructions to any escrow agent who is holding proceeds of the Property Schedule,instruct such escrow agent to release all such
proceeds and any earnings thereon to Lessor,such sums to be credited to Lessee's obligations under the Property Schedule and this Agreement. Lessee shall notify Lessor in
writing within seven(7)days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments,but failure to provide such notice shall not
operate to extend the Lease Term or result in any liability to Lessee.
6.07 Defeasance of Lease Payments. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the •
principal component and interest component accruing under a Property Schedule,a sum of cash and non-callable securities consisting of direct obligations of,or obligations the
principal of an interest on which are unconditionally guaranteed by,the United States of America or any agency or instrumentality thereof,in such aggregate amount,bearing
interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance,all right,title and interest of Lessor in
the Property under said Property Schedule shall terminate. Lessee shall cause such investment to comply with the requirements of federal tax law so that the exclusion from
gross income of the interest component of Lease Payments on said Property Schedule is not adversely affected.
ARTICLE VII
7.01 Title to the Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State,title to the Property shall vest in Lessee,
subject to Lessor's interests under the applicable Property Schedule and this Agreement.
7.02 Personal Property. The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated,
notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested
by Lessor,Lessee will,at Lessee's expense,furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building.
7.03 Security Interest. To the extent permitted by law and to secure the performance of all of Lessee's obligations under this Agreement with respect to a Property
Schedule,including'without limitation all Property Schedules now existing are hereafter executed,Lessee grants to Lessor,for the benefit of Lessor and its successors and
assigns,a security interest constituting a first lien on Lessee's interest in all of the Property under the Property.Schedule,whether now owned or hereafter acquired,all additions,
attachments,alterations and accessions to the Property,all substitutions and replacements for the Property,and on any proceeds of any of the foregoing,including insurance
proceeds. Lessee shall execute any additional documents,including financing statements,affidavits,notices and similar instruments,in form and substance satisfactory to
Lessor,which Lessor deems necessary or appropriate to establish,maintain and perfect a security interest in the Property in favor of Lessor and its successors and assigns.
Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish,maintain and perfect such security interest.
ARTICLE VIII
8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working order and in compliance with the manufacturer's
specifications,shall use,operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership,possession,use and maintenance,
and shall keep the Property free and clear of all liens and claims,other than those created by this Agreement. Lessee shall have sole responsibility to maintain and repair the
Property. Should Lessee fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturer's specifications,and if
requested by Lessor,Lessee will enter into maintenance contracts for the Property in form approved by Lessor and with approved providers.
8.02 Liens.Taxes.Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies,liens and encumbrances,except for the
interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a govemmental or proprietary purpose of Lessee and,
therefore,that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Property Schedules hereunder have
been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption.
Nevertheless,if the use,possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes,Lessee shall pay when due all
taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay all gas,water,steam,electricity,heat,power,telephone,
utility and other charges incurred in the operation,maintenance,use,occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as the same may become
due;provided that,with respect to any such taxes or charges that may lawfully be paid in installments over a period of years,Lessee shall be obligated to pay only such
installments as accrue during the then current fiscal year of the Lease Term for such Property.
8.03 Insurance. At its own expense,Lessee shall maintain(a)casualty insurance insuring the Property against 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 Lessor in an amount equal to at least the outstanding principal
component of Lease Payments, and (b)liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor,and (c)worker's
compensation insurance covering all employees working on,in,near or about the Property;provided that Lessee may self-insure against all such risks. All insurance proceeds
from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance shall be with insurers that are authorized to issue such insurance in the
State. All such liability insurance shall name Lessor as an additional insured. All such casualty insurance shall contain a provision making any losses payable to Lessor and
Lessee as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first
giving written notice thereof to Lessor and Lessee at least thirty(30)days in advance of such cancellation or modification. Such changes shall not become effective without
Lessor's prior written consent. Lessee shall furnish to Lessor,on or before the Commencement Date for each Property Schedule,and thereafter at Lessor's request,certificates
evidencing such coverage,or,if Lessee self-insures,a written description of its self-insurance program together with a certification from Lessee's risk manager or insurance
agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above.
8.04 Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order,Lessor
may,but shall be under no obligation to,purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the cost thereof.
All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the applicable Property Schedule and shall be due and payable on the next Lease
Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are advanced until paid at the
rate of 12%per annum or the maximum amount permitted by law,whichever is less.
ARTICLE IX
9.01 Damage or Destruction. If(a)the Property under a Property Schedule or any portion thereof is destroyed,in whole or in part,or is damaged by fire or other
casualty,or(b)title to,or the temporary use of,the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent
domain by any governmental body or by any person,firm or corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds(as
hereinafter defined)of any insurance claim,condemnation award or sale under threat of condemnation to be applied to the prompt replacement,repair,restoration,modification
or improvement of the Property,unless Lessee shall have exercised its right to defease the Property Schedule as provided herein,or unless Lessee shall have exercised its
option to purchase Lessor's interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been completed shall
be paid to Lessee. For purposes of Section 8.03 and this Article IX,the term"Net Proceeds"shall mean the amount remaining from the gross proceeds of any insurance claim,
condemnation award or sale under threat of condemnation after deducting all expenses,including attomeys'fees,incurred in the collection thereof.
9.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair,restoration,modification or improvement referred to in
Section 9.01,Lessee shall(a)complete such replacement,repair,restoration,modification or improvement and pay any costs thereof in excess of the amount of the Net
Proceeds and,if Lessee shall make any payments pursuant to this Section,Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled
to any diminution of the amounts payable under Section 6.02,or(b)defeasd the Property Schedule pursuant to Section 6.07,or(c)exercise its option to purchase Lessor's
interest in the Property pursuant to the optional purchase provisions of the Property Schedule,if any. The amount of the Net Proceeds,if any,remaining after completing such
repair,restoration,modification or improvement or after such defeasance or purchase may be retained by Lessee.
ARTICLE X
10.01 Disclaimer of Warranties. LESSOR MAKES NO(AND SHALL NOT BE DEEMED TO HAVE MADE ANY)WARRANTIES,EXPRESS OR IMPLIED,AS TO ANY
MATTER WHATSOEVER,INCLUDING,WITHOUT LIMITATION,THE DESIGN,OPERATION OR CONDITION OF,OR THE QUALITY OF THE MATERIAL,EQUIPMENT OR
WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY
COMPONENT THEREOF,THE ABSENCE OF LATENT OR OTHER DEFECTS(WHETHER OR NOT DISCOVERABLE),AND LESSOR HEREBY DISCLAIMS THE SAME;
IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE"AS IS"ON THE DATE OF THIS.AGREEMENT OR THE DATE OF DELIVERY,WHICHEVER IS
LATER,AND ALL SUCH RISKS, IF ANY,ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made(or will make)the selection of the Property from the
Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that(a)
neither the Vendor nor any sales representative or other agent of Vendor,is(i)an agent of Lessor,or(ii)authorized to make or alter any term or condition of this Agreement,
and(b)no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental,indirect,special
or consequential damage in connection with or arising out of this Agreement,the Property Schedules,or the existence,furnishing,functioning or use of any item,product or
service provided for in this Agreement or the Property Schedules.
10.02 Vendor's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights(including
without limitation warranties)related to the Property against the Vendor. Lessee's sole remedy for the breach of such warranty,indemnification or representation shall be
against the Vendor of the Property,and not against Lessor,nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this
Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made,no representations or
warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property.
10.03 Use of the Property. Lessee will not install,use,operate or maintain the Property improperly,carelessly,in violation of any applicable law or in a manner contrary
to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall provide all permits and licenses,if any,necessary for the installation and operation
of the Property. In addition,Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any
legislative,executive,administrative or judicial body exercising any power or jurisdiction over the items of the Property;provided that Lessee may contest in good faith the
validity or application of any such law or rule in any reasonable manner that does not,in the opinion of Lessor,adversely affect the interest of Lessor in and to the Property or its
interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation,inquiry,claim or action by any governmental
authority which could adversely affect this Agreement,any Property Schedule or the Property thereunder.
10.04 Modifications. Subject to the provisions of this Section, Lessee shall have the right, at its own expense, to make alterations, additions, modifications or
improvements to the Property. All such alterations, additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the
provisions of this Agreement. Such alterations,additions,modifications and improvements shall not in any way damage the Property,substantially alter its nature or cause it to
be used for purposes other than those authorized under the provisions of state and federal law;and the Property,on completion of any alterations,additions,modifications or
improvements made pursuant to this Section,shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such alterations,
additions,modifications and improvements. Lessee shall,at its own expense,make such alterations,additions,modifications and improvements to the Property as may be
required from time to time by applicable law or by any governmental authority.
ARTICLE XI
11.01 Option to Purchase. Lessee shall have the option to purchase Lessor's entire interest in all of the Property subject to a Property Schedule and to terminate any
restrictions herein on the Property under such Property Schedule on the last day of the Lease Term for a Property Schedule,if the Property Schedule is still in effect on such
day,upon payment in full of the Lease Payments due thereunder plus payment of One(1)Dollar to Lessor. Lessee shall give written notice to Lessor of its intent to purchase
Lessor's interest in the Property at least sixty(60)days prior to the last day of the Lease Term for applicable Property Schedule. Upon exercise of the purchase option as set
forth in this Section 11.01 and payment of the purchase price under the applicable Property Schedule,and performance by Lessee of all other terms,conditions and provisions
hereof, Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer,without warranty by or recourse to
Lessor,of all of Lessor's right,title and interest in and to the Property subject to such Property Schedule to Lessee.
11.02 Option to Prepay. Lessee shall have the option to prepay in whole the Lease Payments due under a Property Schedule,but only if the Property Schedule so
provides,and on the terms set forth in the Property Schedule.
•
ARTICLE XII
12.01 Assignment by Lessor. Lessor's right,title and interest in,to and under each Property Schedule and the Property under such Property Schedule may be assigned
and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee;provided that any assignment
shall not be effective until Lessee has received written notice,signed by the assignor,of the name,address and tax identification number of the assignee. Lessee shall retain all
such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents,
including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this
Agreement and the Property Schedules.
12.02 Property Schedules Separate Financings. Assignees of the Lessor's rights in one Property Schedule shall have no rights in any other Property Schedule unless
such rights have been separately assigned.
12.03 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE
PROPERTY MAYBE ASSIGNED,SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON,WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.
12.04 Release and Indemnification Covenants. To the extent permitted by applicable law,Lessee shall indemnify,protect,hold harmless,save and keep harmless
Lessor from and against any and all liability,obligation,loss,claim and damage whatsoever,regardless of cause thereof,and all expenses in connection therewith,including,
without limitation, counsel fees and expenses, penalties and interest(collectively,"Losses")arising out of or resulting from the entering into this Agreement,any Property
Schedules hereunder,the ownership of any item of the Property,the loss of federal tax exemption of the interest on any of the Property Schedules,the ordering,acquisition,
use,operation,condition,purchase,delivery,rejection,storage or return of any item of the Property or any accident in connection with the operation,use,condition,possession,
storage or return of any item of the Property resulting in damage to property or injury to or death to any person;provided,however,that Lessee shall not be required to indemnify
Lessor for Losses arising out of or resulting from Lessor's own willful or negligent conduct,or for Losses arising out of or resulting from Lessor'preparation of disclosure material
relating to certificates of participation in this Agreement and any Property Schedule(other than disclosure material provided to Lessor by Lessee). The indemnification arising
under this Section shall continue in full force and effect notwithstanding the full payment of at obligations under this Agreement,or the applicable Property Schedule,or the
termination of the Lease Term for such Property Schedule for any reason.
ARTICLE XIII
13.01 Events of Default Defined. Any of the following shall constitute an"Event of Default"under a Property Schedule:
(a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified
therein;
(b) Failure by Lessee to observe and perform any covenant,condition or agreement on its part to be observed or performed with respect to the Property Schedule,
other than as referred to in subparagraph(a)above,for a period of thirty(30)days after written notice specifying such failure and requesting that it be remedied
is given to Lessee by Lessor,unless Lessor shall agree in writing to an extension of such time prior to its expiration;provided that,if the failure stated in the
notice cannot be corrected within the applicable period,Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is
instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement,representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution,delivery or performance shall prove to
have been false,incorrect,misleading or breached in any material respect on the date when made;
(d) Lessee shall(i)apply for or consent to the appointment of a receiver,trustee,custodian or liquidator of Lessee,or of all or a substantial part of the assets of
Lessee,(ii)be unable,fail or admit in writing its inability generally to pay its debts as they become due,(iii)make a general assignment for the benefit of
creditors,(iv)have an order for relief entered against it under applicable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or a petition or an
answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of
a petition filed against Lessee in any bankruptcy,reorganization or insolvency proceeding;or
(e) An order,judgment or decree shall be entered by any court of competent jurisdiction,approving a petition or appointing a receiver,trustee,custodian or
liquidator of Lessee or of all or a substantial part of the assets of Lessee,in each case without its application,approval or consent,and such order,judgment or
decree shall continue unstayed and in effect for any period of 60 consecutive days.
The foregoing provisions of Section 13.01 are subject to the following limitation:if by reason of force maieure Lessee is unable in whole or in part to perform its
agreements under this Agreement and the Property Schedule(other than the obligations on the part of Lessee contained in Article VI hereof)Lessee shall not be in default
during the continuance of such inability. The term"force maieure"as used herein shall mean the following:acts of God;strikes,lockouts or other industrial disturbances;acts of
public enemies;orders or restraints of any kind of the government of the United States or of the State or any of their departments,agencies or officials,or any civil or military
authority;insurrections,riots,landslides,earthquakes,fires,storms,droughts,floods,explosions,breakage or accident to machinery,transmission pipes or canals;or any other
cause or event not reasonably within the control of Lessee.
A Nonappropriation Event is not an Event of Default.
13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule,Lessor shall have the right,at its sole option without any further
demand or notice,to take one or any combination of the following remedial steps:
(a) Without terminating the Property Schedule,and by written notice to Lessee,Lessor may declare all Lease Payments and other amounts payable by Lessee
thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property
Schedule from prior budget years,and such amounts shall thereafter bear interest at the rate of 12%per annum or the maximum rate permitted by applicable
law,whichever is less;
(b) Lessor may terminate the Property Schedule,may enter the premises where the Property subject to the Property Schedule is located and retake possession of
the Property,or require Lessee,at Lessee's expense,to promptly return any or all of the-Property to the possession of Lessor at such place within the United
States as Lessor shall specify,and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the
State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to(i) pay off any outstanding principal
component of Lease Payments,(ii)pay any other amounts then due under the Property Schedule,and(iii)pay Lessor's costs and expenses associated with
the disposition of the Property(including attorneys fees),shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto,and further
provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the
disposition of the Property,
(c) By written notice to any escrow agent who is holding proceeds of the Property Schedule,Lessor may instruct such escrow agent to release all such proceeds
and any earnings thereon to Lessor,such sums to be credited to payment of Lessee's obligations under the Property Schedule;
(d) Lessor may take any action,at law or in equity,that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of
its rights under the Property Schedule and this Agreement.
Notwithstanding the foregoing,if the proceeds are insufficient to pay items(i)to(iii)in Section 13.02(b)in whole,Lessee shall remain obligated after application of
proceeds to items(i)and(ii),to pay in whole the amounts for item(iii).
13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall
be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver thereof,but any such right or power may be exercised from time to time and as often as may
be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice,other than such notice as may be
required in this Article.
13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement,Lessee agrees to pay to
Lessor or reimburse Lessor for,in addition to all other amounts due hereunder,all of Lessor's costs of collection,including reasonable attorney fees,whether or not suit or action
is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee,shall be secured by this Agreement until paid and shall
bear interest at the rate of 12%per annum or the maximum amount permitted by law,whichever is less. In the event suit or action is instituted to enforce any of the terms of this
Agreement,the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys'fees at trial or on appeal of such
suit or action or in any bankruptcy proceeding,in addition to all other sums provided by law.
ARTICLE XIV
14.01 Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified
•
mail,postage prepaid,to the parties hereto at the addresses as specified on the first page of this Agreement(or at such other address as either party hereto shall designate in
writing to the other for notices to such party),to any assignee at its address as it appears on the registration books maintained by Lessee.
14.02 Arbitrage Certificates. Unless a separate Arbitrage Certificate is delivered on the Commencement Date, Lessee shall.be deemed to make the following
representations and covenants as of the Commencement Date for each Property Schedule:
( ) The estimated total costs,including taxes,freight,installation,and cost of issuance,of the Property under the Property Schedule will not be less than the total
principal amount of the Lease Payments.
(b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months after the Commencement Date and the Property is
expected to be delivered and installed,and the Vendor fully paid,within eighteen months from the Commencement Date. Lessee will pursue the completion of
the Property and the expenditure of the net proceeds of the Property Schedule with due diligence.
(c) Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar fund(i)that is reasonably expected to be
used to pay the Lease Payments under the Property Schedule,or(ii)that may be used solely to prevent a default in the payment of the Lease Payments under
the Property Schedule.
(d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee,either in whole or in major part,
prior to the last maturity of the Lease Payments under the Property Schedule.
(e) There are no other obligations of Lessee which(i)are being sold within 15 days of the Commencement Date of the Property Schedule;(ii)are being sold
pursuant to the same plan of financing as the Property Schedule;and(iii)are expected to be paid from substantially the same source of funds.
(f) The officer or official who has executed the Property Schedule on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure of
the proceeds of the Property Schedule. To the best of Lessee's knowledge,information and belief,the facts and estimates set forth in herein are accurate and
the expectations of Lessee set forth herein are reasonable.
14.03 Further Assurances. Lessee agrees to execute such other and further documents,including,without limitation,confirmatory financing statements,continuation
statements,certificates of title and the like,and to take all such action as may be necessary or appropriate,from time to time,in the reasonable opinion of Lessor,to perfect,
confirm,establish,reestablish,continue,or complete the interests of Lessor in this Agreement and the Property Schedules,to consummate the transactions contemplated
hereby and thereby,and to carry out the purposes and intentions of this Agreement and the Property Schedules.
14.04 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.
14.05 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not
invalidate or render unenforceable any other provision hereof.
14.06 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action,proceeding or counterclaim(whether based on contract,tort
or otherwise)arising out of or relating to this Agreement or the actions of Lessor or Lessee in the negotiation,administration,performance or enforcement hereof.
14.07 Amendments,Chanqes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does
not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of all assignees shall be required to any amendment or modification
before such amendment or modification shall be applicable to any outstanding Property Schedule.
14.08 Execution In Counterparts. This Agreement and the Property Schedules hereunder may be simultaneously executed in several counterparts,each of which shall
be an original and all of which shall constitute but one and the same instrument.
14.09 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
14.10 Captions. The captions or headings in this Agreement are for convenience only and in no way define,limit or describe the scope or intent of any provisions or
sections of this Agreement.
IN WITNESS WHEREOF,Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first
above written.
Lessor: U.S. Bancorp Government Lessee: City of Pearland, TX
Leasing and Finance, In ;1
By: U By: 9, �.�•
Name: Myra Aksamit Name: .I LL ESE-,'
Documentation Supervisor tit"rid vnikmTIC
Title: Title:
Attest:
•
By: �r
Na / 7C7l�tfra' er"/r,r(-;
Title: !,r i f -eRc-TK_y
it-Li v r•. :05
-'s'"',on,n,�w,a���'`,
ADDENDUM (TEXAS)
Master Tax-Exempt Lease/Purchase Agreement
THIS ADDENDUM, which is entered into as of November 22, 2013 between U.S. Bancorp Government Leasing and Finance, Inc.
("Lessor")and City of Pearland,TX("Lessee"), is intended to modify and supplement the Master Tax-Exempt Lease/Purchase Agreement
between Lessor and Lessee of even date herewith (the"Master Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Master Agreement.
1. The Master Agreement is amended to delete Section 6.05.
2 Lessor and Lessee agree that lease participation certificates in any Property Schedule shall not be issued without the approval of
the Texas Attorney General.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized
representatives as of the date first above written.
Lessor: U.S. Bancorp Government Leasing and Lessee: City of Pearland,TX
Finance, Inc.
•
By: By:
Name: Myra Aksamit t IL -E-t S t
Documentation Supervisor Name:
Title: Title: CkTY
Attest:
By
Name`eAl / /
Title: d/%Y V
QEA tgyo
o . �•=
Property Schedule No. 1
Master Tax-Exempt Lease/Purchase Agreement
This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax-
Exempt Lease/Purchase Agreement(the "Master Agreement"), dated as of November 22, 2013, between U.S. Bancorp Government
Leasing and Finance,Inc.,and City of Pearland,TX.
1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein.
Reference is made to the Master Agreement for all representations,covenants and warranties made by Lessee in the execution of this
Property Schedule,unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and
the provisions of this Property Schedule,the provisions of this Property Schedule shall control. All capitalized terms not otherwise
defined herein shall have the meanings provided in the Master Agreement.
2. Commencement Date. The Commencement Date for this Property Schedule is November 22,2013.
3. Property Description and Payment Schedule.The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee
shall not remove such property from the locations set forth therein without giving prior written notice to Lessor.The Lease Payment
Schedule for this Property Schedule is set forth in Exhibit 1.
4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2.
5. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 3.
6. Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit
4.
7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5.
8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Lease
Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable
Termination Amount set forth in Exhibit 1 (Payment Schedule)and payment of all accrued and unpaid interest through the date of
prepayment.
9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6.
. 10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed,original Master
Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by
November 22,2013.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized
representatives as of the Commencement Date above.
Lessor: U.S. Bancorp Government Leasing and Lessee:City of Pearland,TX
Finance, Inc. �s
By: By:
Name: Myra Aksamit Name: BILL Ei S� i
Documentation Supervisor
Title: Title: C N-Y 1MAN3A6
Attest:
By
Nam eP Lel ✓
Title: e i y
EARL
EXHIBIT 1
Property Description and Payment Schedule
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp Government
Leasing and Finance, Inc.and City of Pearland,TX.
THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference
and attached hereto. It includes all replacements, parts, repairs,additions,accessions and accessories incorporated
therein or affixed or attached thereto and any and all proceeds of the foregoing, including,without limitation, insurance
recoveries.
PROPERTY LOCATION:
Address
City,State Zip Code
USE: Various Capital Equipment and Vehicles-This use is essential to the proper, efficient and economic functioning of
Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use
of substantially all of the Property,which need is not temporary or expected to diminish in the foreseeable future.
Lease Payment Schedule
Total Principal Amount: $1,852,938.87
Termination
Payment No. Due Date Lease Principal Interest Amount
Payment Portion Portion (After Making Payment
for said Due Date)
1 22-Jan-2014 141,722.17 135,453.94 6,268.23 1,717,484.93
2 22-Jul-2014 141,722.17 124,233.12 17,489.04 1,593,251.81
3 22-Jan-2015 141,722.17 125,498.18 16,223.98 1,467,753.63
4 22-Jul-2015 141,722.17 126,776.12 14,946.04 1,340,977.50
5 22-Jan-2016 141,722.17 128,067.07 13,655.09 1,212,910.43
6 22-Jul-2016 141,722.17 129,371.17 12,350.99 1,083,539.25
7 22-Jan-2017 141,722.17 130,688.55 11,033.61 952,850.70
8 22-Jul-2017 141,722.17 132,019.35 9,702.82 820,831.36
9 22-Jan-2018 141,722.17 133,363.69 8,358.47 687,467.66
10 22-Jul-2018 141,722.17 134,721.73 7,000.44 552,745.94
11 22-Jan-2019 141,722.17 136,093.59 5,628.58 416,652.35
12 22-Jul-2019 141,722.17 137,479.42 4,242.75 279,172.93
13 22-Jan-2020 141,722.17 138,879.37 2,842.80 140,293.57
14 22-Jul-2020 141.722.17 140.293.57 1.428.60 0.00
TOTALS: 1,984,110.32 1,852,938.87 131,171.45
Interest Rate:2.03%
Lessee:City of Pearland,TX
By:
Name: ,E),
1J46
Title:
EXHIBIT Al
Property Description
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11/ \ DEP!fYtif-VAT OR1TE-
r CIT(/AT ORNEY. Y r S �Q� �. . TELEPHONE'�281�652 1665
F�O TELEPNE{281)652-1678 `'
if 4••' "'°° LAWRENCE G PROVINS
ASSISTANT CITYATTORNEYII
JENIFER K.SMITH p�" TELEPHONE{281)652-1666
LEGAL SECRETARY i.Ila _t I ANn
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TELEPHONE(281)652-1664 !!` _„ T I, x A 5 I KATIEA.LEININGER
TELECOPIER(281)652-1679 / ASSISTANT CITY ATTORNEY
4S 4 $ TELEPHONE(281)997-5918
November 22, 2013
U. S. Bancorp Government Leasing
and Finance, Inc.
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
RE: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between
U.S. Bancorp Government Leasing and Finance,Inc. and City of Pearland, TX.
Ladies and Gentlemen:
We have acted as 'special counsel to City of Pearland, TX ("Lessee"), in connection
with the Master Tax-Exempt Lease/Purchase .Agreement, dated as of November 22, 2013
(the "Master Agreement"), between City of Pearland, TX, as lessee, and U.S. Bancorp
Government Leasing and Finance, Inc. as lessor ("Lessor"), and the execution of Property
Schedule No. 1 (the "Property Schedule") pursuant to the Master Agreement. We have
examined the law and such certified proceedings and other papers as we deem necessary to
render this opinion.
All capitalized terms not otherwise defined herein shall have the meanings provided in
the Master Agreement and Property Schedule.
As to questions of fact material to our opinion, we have relied upon the
representations of Lessee in the Master Agreement and the Property Schedule and in the
certified proceedings and other certifications of public officials furnished to us without
undertaking to verify the same by independent investigation.
Based upon the foregoing, we are of the opinion that, under existing law:
1. Lessee is a public body corporate and politic, duly organized and existing under
the laws of the State, and has a substantial amount of one or more of the following sovereign
powers: (a) the power to tax, (b) the power of eminent domain, and (c)the police power.
2. Lessee has all requisite power and authority to enter into the Master Agreement
and the Property Schedule and to perform its obligations thereunder.
3. The execution, delivery and performance of the Master Agreement and the
Property Schedule by Lessee has been duly authorized by all necessary action on the part of
3519 LIBERTY DRIVE •PEARLAND,TEXAS 77581-5416 •281-652-1600• www.ci.pearland.tx.us
`��Printed on Recycled Paper
Lessee.
4. All proceedings of Lessee and its governing body relating to the authorization
and approval of the Master Agreement and the Property Schedule, the execution thereof and
the transactions contemplated thereby have been conducted in accordance with.all applicable
open meeting laws and all other applicable state and federal laws.
5. Lessee has acquired or has arranged for the acquisition of the Property subject
to the Property Schedule, and has entered into the Master Agreement and the Property
Schedule, in compliance with all applicable public bidding laws.
6. Lessee has obtained all consents and approvals of other governmental authorities or
agencies which may be required for the execution, delivery and performance by Lessee of the
Master Agreement and the Property Schedule.
7. The Master Agreement and the Property Schedule have been duly executed and
delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable
against Lessee in accordance with the terms thereof, except insofar as the enforcement
thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization
or other laws of equitable principles of general application, or of application to
municipalities or political subdivisions such as the Lessee, affecting remedies or creditors'
rights generally, and to the exercise of judicial discretion in appropriate cases.
8. As of the date hereof, based on such inquiry and investigation as we have deemed
sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any
court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property
Schedule or of other agreements similar to the Master Agreement; (b) questioning the
authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of
the Master Agreement or the Property Schedule, or the payment of principal of or interest on,
the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any
proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or
(d) affecting the provisions made for the payment of or security for the Master Agreement and the
Property Schedule.
This opinion may be relied upon by Lessor, its successors and assigns, and any other
legal counsel who provides an opinion with respect to the Property Schedule.
Sincerely,
cl) h .
Darrin M. Coker
City Attorney
EXHIBIT 3
Lessee's Certificate
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp Government
Leasing and Finance, Inc. and City of Pearland,TX.
The undersigned, being the duly elected, qualified and acting urc.1 s Of-Pc-et of the City of Pearland, TX
("Lessee")do hereby certify,as of November 22,2013, as follows:
1. Lessee did, at a meeting of the governing body of the Lessee held 142L/1OIL by resolution or
ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of
the above-referenced Property Schedule (the "Property Schedule") and the Master Tax-Exempt Lease/Purchase
Agreement(the"Master Agreement")by the following named representative of Lessee,to wit:
NAME TITLE SIGNATURE
OF EXECUTING^^ OFFICIAL OF EXECUTING OFFICIAL OOF _X OFFICIAL
6;LC, C 1 s C I T� M NA6LA,
And/Or
2. The above-named representative of the Lessee held at the time of such authorization and holds at the
present time the office set forth above.
3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property
Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by
the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property
Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of
Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held
within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the
Lessee, if any,and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default or a Nonappropriation Event(as such terms are defined in the Master Agreement)exists at
the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement.
5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the
governing body of Lessee.
6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds
for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the
Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended
for other purposes.
7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any
court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or
the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or
interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings,
authorizing the execution of the Master Agreement and the Property Schedule; or(d)affecting the provisions made for the
payment of or security for the Master Agreement and the Property Schedule.
City of Pearland, X 2�By: 4a
Title:
SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S)SHOWN ABOVE.
•
EXHIBIT 6
Bank Qualification And Arbitrage Rebate
U.S. Bancorp Government Leasing and Finance, Inc.
13010 SW 68th Parkway,Suite 100
Portland,OR 97223
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp Government
Leasing and Finance, Inc. and City of Pearland,TX
Bank Qualified Tax-Exempt Obligation under Section 265
Not applicable.
Arbitrage Rebate
Eighteen Month Exception:
Pursuant to Treasury Regulations Section 1.148-7(d),the gross proceeds of this Property Schedule will be expended
for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15%within six months
after the Commencement Date, at least 60% within 12 months after the Commencement Date, and 100%within 18 months
after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d)of the Treasury Regulations, Lessee
shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five
years,and within 60 days after payment of the final Lease Payment due under this Agreement.
Lessee:City of Pearland,TX
•
By: r,
Name: 61 LL GIs
Title: CITV �MA/JAGE '(\
Notification of Tax Treatment to Tax-Exempt Lease/Purchase Agreement
This Notification of Tax Treatment is pursuant to the Master Tax-Exempt Lease/Purchase Agreement
dated as of November 22, 2013 and the related Property Schedule No. 1 dated November 22, 2013,
•between Lessor and Lessee(the"Agreement").
Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes
Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and
Lessee has included our tax-exemption certificate with this document package
X Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no
tax-exemption certificate is issued to us by the State
Lessee agrees that this Property Schedule is a taxable transaction and subject to any/all
taxes
Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those
taxes directly to the State or Vendor
IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly
authorized representative.
Lessee: City of Pearland,TX
By: r
Name:
I L I_ F_15_/�/
Title:
CAT? M
•
ESCROW AGREEMENT
THIS ESCROW AGREEMENT("Escrow Agreement')is made as of November 22,2013 by and among
U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor'), City of Pearland, TX("Lessee')and U.S.
BANK NATIONAL ASSOCIATION,as escrow agent(`Escrow Agent').
Lessor and Lessee have heretofore entered into that certain Master Tax-Exempt Lease/Purchase
Agreement dated as of November 22, 2013 (the `Master Agreement') and a Property Schedule No. 1
thereto dated November 22, 2013 (the "Schedule" and, together with the terms and conditions of the
Agreement incorporated therein, the `Agreement'). The Schedule contemplates that certain personal
property described therein (the "Equipment') is to be acquired from the vendor(s) or manufacturer(s)
thereof(the "Vendor'). After acceptance of the Equipment by Lessee,the Equipment is to be financed by
Lessor to Lessee pursuant to the terms of the Agreement.
The Master Agreement further contemplates that Lessor will deposit an amount equal to the
anticipated aggregate acquisition cost of the Equipment(the "Purchase Price'), being $1,852,938.87,with
Escrow Agent to be held in escrow and applied on the express terms set forth herein. Such deposit,
together with all interest and other additions received with respect thereto (hereinafter the `Escrow Fund')
is to be applied to pay the Vendor its invoice cost(a portion of which may, if required, be paid prior to final
acceptance of the Equipment by Lessee); and, if applicable, to reimburse Lessee for progress payments
already made by it to the Vendor of the Equipment.
The parties desire to set forth the terms on which the Escrow Fund is to be created and to
establish the rights and responsibilities of the parties hereto.
Now, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth
herein. The moneys and investments held in the Escrow Fund are irrevocably held in trust for the benefit
of Lessee and Lessor, and such moneys, together with any income or interest earned thereon, shall be
expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or
lien by or for the benefit of any creditor of either Lessee or Lessor. Lessor, Lessee and Escrow Agent
intend that the Escrow Fund constitute an escrow account in which Lessee has no legal or equitable right,
title or interest until satisfaction in full of all conditions contained herein for the disbursement of funds by
the Escrow Agent therefrom. However, if the parties' intention that Lessee shall have no legal or equitable
right, title or interest until all conditions for disbursement are satisfied in full is not respected in any legal
proceeding, the parties hereto intend that Lessor have a security interest in the Escrow Fund, and such
security interest is hereby granted by Lessee to secure payment of all sums due to Lessor under the
Master Agreement. For such purpose, Escrow Agent hereby agrees to act as agent for Lessor in
connection with the perfection of such security interest and agrees to note, or cause to be noted, on all
books and records relating to the Escrow Fund,the Lessor's interest therein.
2. On such day as is determined to the mutual satisfaction of the parties (the "Closing Date'),
Lessor shall deposit with Escrow Agent cash in the amount of the Purchase Price, to be held in escrow by
Escrow Agent on the express terms and conditions set forth herein.
On the Closing Date, Escrow Agent agrees to accept the deposit of the Purchase Price by Lessor,
and further agrees to hold the amount so deposited together with all interest and other additions received
with respect thereto, as the Escrow Fund hereunder, in escrow on the express terms and conditions set
forth herein.
3. Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for
that express purpose,which shall be clearly identified on the books and records of Escrow Agent as being
held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the Escrow
Fund from time to time shall be held or registered in the name of Escrow Agent (or its nominee). The
Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or lien
by or for the benefit of any creditor of any of the parties hereto (except with respect to the security interest
therein held by Lessor).
4. The cash comprising the Escrow Fund from time to time shall be invested and reinvested by
Escrow Agent in one or more investments as directed by Lessee. Absent written direction from Lessee,
the cash will be invested in the U.S. Bank National Association Money Market Deposit Fund. See Exhibit 1
Investment Direction Letter. Lessee represents and warrants to Escrow Agent and Lessor that the
investments selected by Lessee for investment of the Escrow Fund are permitted investments for Lessee
under all applicable laws. Escrow Agent will use due diligence to collect amounts payable under a check
or other instrument for the payment of money comprising the Escrow Fund and shall promptly notify
Lessee and Lessor in the event of dishonor of payment under any such check or other instruments.
Interest or other amounts earned and received by Escrow Agent with respect to the Escrow Fund shall be
deposited in and comprise a part of the Escrow Fund. Escrow Agent shall maintain accounting records
sufficient to permit calculation of the income on investments and interest earned on deposit of amounts
held in the Escrow Fund. The parties acknowledge that to the extent regulations of the Comptroller of
Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security
transactions of the escrow,the parties waive receipt of such confirmations,to the extent permitted by law.
The Escrow Agent shall furnish a statement of security transactions on its regular monthly reports.
Attached as Exhibit 6 is the Class Action Negative Consent Letter to be reviewed by Lessee.
5. Upon request by Lessee and Lessor, Escrow Agent shall send monthly statements of
account to Lessee and Lessor,which statements shall set forth all withdrawals from and interest earnings
on the Escrow Fund as well as the investments in which the Escrow Fund is invested.
6. Escrow Agent shall take the following actions with respect to the Escrow Fund:
(a) Upon Escrow Agent's acceptance of the deposit of the Purchase Price, an
amount equal to Escrow Agent's set-up fee, as set forth on Exhibit 2 hereto, shall be disbursed
from the Escrow Fund to Escrow Agent in payment of such fee.
(b) Escrow Agent shall pay costs of the Equipment upon receipt of a duly executed
Requisition Request (substantially in the format of Exhibit 3) signed by Lessor and Lessee.
Lessor's authorized signatures are provided in Exhibit 5. Lessee's authorized signatures will be
provided in Exhibit 3 of Master Lease Purchase Agreement. Escrow Agent will use best efforts to
process requests for payment within one (1) business day of receipt of requisitions received prior
to 2:00 p.m. Central Time. The final Requisition shall be accompanied by a duly executed
Acceptance Certificate form attached as Exhibit 4 hereto.
(c) Upon receipt by Escrow Agent of written notice from Lessor that an Event of
Default or an Event of Nonappropriation (if provided for under the Master Agreement) has
occurred under the Agreement, all funds then on deposit in the Escrow Fund shall be paid to
Lessor for application in accordance with the Master Agreement, and this Escrow Agreement shall
terminate.
(d) Upon receipt by Escrow Agent of written notice from Lessor that the purchase
price of the Equipment has been paid in full, Escrow Agent shall pay the funds then on deposit in
the Escrow Fund to Lessor to be applied first to the next Lease Payment due under the Master
Agreement, and second, to prepayment of the principal component of Lease Payments in inverse
order of maturity without premium. To the extent the Agreement is not subject to prepayment,
Lessor consents to such prepayment to the extent of such prepayment amount from the Escrow
Fund. Upon disbursement of all amounts in the Escrow Fund, this Escrow Agreement shall
terminate.
(e) This Escrow Agreement shall terminate eighteen (18) months from the date of
this Escrow Agreement. It may, however, be extended by mutual consent of Lessee and Lessor
in writing to Escrow Agent. All funds on deposit in the Escrow Fund at the time of termination
under this paragraph, unless otherwise directed by Lessee in writing (electronic means
acceptable),shall be transferred to Lessor.
7. The fees and expenses, including any legal fees, of Escrow Agent incurred in connection
herewith shall be the responsibility of Lessee. The basic fees and expenses of Escrow Agent shall be as
set forth on Exhibit 2 and Escrow Agent is hereby authorized to deduct such fees and expenses from the
Escrow Fund as and when the same are incurred without any further authorization from Lessee or Lessor.
Escrow Agent may employ legal counsel and other experts as it deems necessary for advice in connection
with its obligations hereunder. Escrow Agent waives any claim against Lessor with respect to
compensation hereunder.
8. Escrow Agent shall have no liability for acting upon any written instruction presented by Lessor in
connection with this Escrow Agreement, which Escrow Agent in good faith believes to be genuine.
Furthermore, Escrow Agent shall not be liable for any act or omission in connection with this Escrow
Agreement except for its own negligence,willful misconduct or bad faith. Escrow Agent shall not be liable
for any loss or diminution in value of the Escrow Fund as a result of the investments made by Escrow
Agent.
9. Escrow Agent may resign at any time by giving thirty(30)days' prior written notice to Lessor
and Lessee. Lessor may at any time remove Escrow Agent as Escrow Agent under this Escrow
Agreement upon written notice. Such removal or resignation shall be effective on the date set forth in the
applicable notice. Upon the effective date of resignation or removal, Escrow Agent will transfer the
Escrow Fund to the successor Escrow Agent selected by Lessor.
10. Lessee hereby represents, covenants and warrants that pursuant to Treasury Regulations
Section 1.148-7(d),the gross proceeds of the Agreement will be expended for the governmental purposes
for which the Agreement was entered into, as follows: at least 15% within six months after the
Commencement Date; such date being the date of deposit of funds into the Escrow Fund, at least 60%
within 12 months after the Commencement Date, and 100% within 18 months after the Commencement
Date. If Lessee is unable to comply with Section 1.148-7(d)of the Treasury Regulations, Lessee shall, at
its sole expense and cost, compute rebatable arbitrage on the Agreement and pay rebatable arbitrage to
the United States at least once every five years, and within 60 days after payment of the final rental or
Lease Payment due under the Agreement.
11. In the event of any disagreement between the undersigned or any of them,and/or any other
person, resulting in adverse claims and demands being made in connection with or for any moneys
involved herein or affected hereby, Escrow Agent shall be entitled at its option to refuse to comply with any
such claim or demand, so long as such disagreement shall continue, and in so refusing Escrow Agent
may refrain from making any delivery or other disposition of any moneys involved herein or affected
hereby and in so doing Escrow Agent shall not be or become liable to the undersigned or any of them or to
any person or party for its failure or refusal to comply with such conflicting or adverse demands, and
Escrow Agent shall be entitled to continue so to refrain and refuse so to act until:
(a)the rights of the adverse claimants have been finally adjudicated in a court assuming
and having jurisdiction of the parties and the moneys involved herein or affected hereby;or
(b)all differences shall have been adjusted by Master Agreement and Escrow Agent shall
have been notified thereof in writing signed by all of the persons interested.
12. All notices (excluding billings and communications in the ordinary course of business)
hereunder shall be in writing, and shall be sufficiently given and served upon the other party if delivered
(a)personally, (b)by United States registered or certified mail, return receipt requested, postage prepaid,
(c)by an overnight delivery by a service such as Federal Express or Express Mail from which written
confirmation of overnight delivery is available, or (d)by facsimile with a confirmation copy by regular
United States mail, postage prepaid, addressed to the other party at its respective address stated below
the signature of such party or at such other address as such party shall from time to time designate in
writing to the other party,and shall be effective from the date of mailing.
13. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties
hereto and their respective successors and assigns. No rights or obligations of Escrow Agent under this
Escrow Agreement may be assigned without the prior written consent of Lessor.
14. This Escrow Agreement shall be governed by and construed in accordance with the laws in
the state of the Escrow Agent's location. This Escrow Agreement constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification
or change of terms hereof shall bind any party unless in writing signed by all parties.
15. This Escrow Agreement and any written direction may be executed in two or more
counterparts,which when so executed shall constitute one and the same agreement or direction.
IN WITNESS WHEREOF,the parties hereto have caused this Escrow Agreement to be duly executed
as of the day and year first above set forth.
U.S. Bancorp Government L asing and
Finance, Inc sor
•
By:
Name: Myra Aksamit
Documentation Supervisor
Title:
Address: 13010 SW 68`"Parkway,Suite 100
Portland,OR 97223
City of Pear n T , s Lessee
By:
Name: 31 LL tI SN
Title: Q.-ITy (AAMAG P...
Address:3519 Liberty Dr.
Pearland,TX 77581
U.S. BANK NATIONAL ASSOCIATION, as Escrow
Agent r ��
By: alir
� i
Name: r IC qL
Title:
Address:U.S.Bank National Association
950 17th Street, 12th Floor
Denver,CO 80202
EXHIBIT 1
INVESTMENT DIRECTION LETTER
U.S.Bank National Association
950 17th Street, 12th Floor
Denver, CO 80202
Re: Escrow Agreement dated as of November 22, 2013, U.S. Bancorp Government Leasing and
Finance, Inc. as Lessor, City of Pearland, TX as Lessee, and U.S Bank National Association as
Escrow Agent
Ladies and Gentlemen:
Pursuant to the above-referenced Escrow Agreement,$1,852,938.87 will be deposited in escrow
with you on or about November 22,2013. Such funds shall be invested in one or more of the following
qualified investments in the amounts indicated:
U.S. Bank Money Market Deposit Account
Agent is hereby directed to deposit and invest funds in the U.S. Bank Money Market Deposit Savings
Account. Depositors acknowledge that the U. S. Bank Money Market Deposit Account is a U. S. Bank
National Association ("U.S. Bank") interest-bearing money market deposit account designed to meet the
needs of U.S. Bank's Corporate Trust Services Escrow Group and other Corporate Trust customers of
U.S. Bank. Selection of this investment includes authorization to place funds on deposit with U.S. Bank.
U. S. Bank uses the daily balance method to calculate interest on this account (actual/365 or 366). This
method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued
daily and credited monthly to the account. Interest rates currently offered on the accounts are determined
at U. S. Bank's discretion and may be tiered by customer deposit amount. The owner of the accounts is
U. S. Bank as Agent for its trust customers. U.S. Bank's trust department performs all account deposits
and withdrawals. Each customer's deposit is insured by the Federal Deposit Insurance Corporation as
determined under FDIC Regulations, up to applicable FDIC limits. Any and all interest earned on the
Assets after the deposit shall be added to the Assets and shall become a part thereof. Agent shall
thereafter hold, maintain and utilize the Assets pursuant to the terms and conditions of this Agreement.
Depositors shall provide Agent with a W-9 or original W-8 IRS tax form prior to the disbursement of
interest and Agent will file the appropriate 1099 or other required forms pursuant to Federal and Texas
laws. A statement of citizenship will be provided if requested by Agent. Agent shall not be responsible for
maximizing the yield on the Assets. Agent shall not be liable for losses, penalties or charges incurred
upon any sale or purchase of any such investment.
Very truly yours,
City of Pearla , X, Lessee
By: 2
Name: 3J/LL ,C-rSEtJ
Title: CIT?1 A-AJ:16-Ek.
Language for UCC Financing Statements
Schedule 1
SECURED PARTY: U.S. Bancorp Government Leasing and Finance, Inc.
DEBTOR: City of Pearland,TX
This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to
the equipment leased to Debtor under Property Schedule No. 1 dated November 22, 2013 to that certain Master Tax-
Exempt Lease Purchase Agreement dated as of November 22, 2013, in each case between Debtor, as Lessee, and
Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefore, and
proceeds (cash and non-cash), including, without limitation, insurance proceeds, thereof, including without limiting, all
equipment described on Exhibit A attached hereto and made a part hereof.
Debtor has no right to dispose of the equipment.
Form 8038-G Information Return for.Tax-Exempt Governmental Obligations
►Under Internal Revenue Code section 149 e
(Rev.September 2011) I OMB No.1545-0720
►See separate instructions.
Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC.
Internal Revenue Service
Part I Reporting Authority If Amended Return,check here ► ❑
1 :Issuer's name 2 Issuer's employer identification number(EIN)
City of Pearland,TX 74 6028909
3a Name of person(other than issuer)with whom the IRS may communicate about this return(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) Room/sulte 5 Report number(For IRS Use Only)
3519 Liberty Drive 13rfilM
6 City,town,or post office,state,and ZIP code - 7 Date of issue
Pearland,TX 77581 11/15/2013
8 Name of Issue 9 CUSIP number
Municpal Lease Agreement N/A
10a'.Name and title of officer or other employee of the issuer whom the IRS may call for more Information(see 10b Telephone number of officer or other
Instructions) employee shown on 10a
Claire Bogard,Director of Finance 281 652-1671
Part II Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education 11
12 Health and hospital 12
13 Transportation 13
14 Public safety 14 1,488,770 00
15 Environment(including sewage bonds) 15
16 Housing 16
17 Utilities 17
18 Other.Describe ► Dynapac,Voice Data Equipment 18 364,168 87
19 If Obligations are TANs or RANs,check only box 19a ► ❑ +) '41-
If obligations are BANs,check only box 19b ► ❑ af �`
' 48' V #
20 If obligations are in the form of a lease or installment sale,check box ► ❑� Y " E kn gym.
Part III 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 7/22/2020 $ 1,852,938.87 $ 6 years 2.03
Part IV 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 1,852,938 87
24 Proceeds used for bond issuance costs(including underwriters'discount). . 24 P r;
25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues 27 �
28 Proceeds used to advance refund prior issues 28
29 Total(add lines 24 through 28) 29 -
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30. 1,852,9381 :.87
Part V . 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(MM/DD/YYYY) ► N/A
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) 36a
b Enter the final maturity date of the GIC►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other govemmental units 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation►
d Enter the name of the issuer of the master pool obligation►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge,check box O. ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this' issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ► EI
45a If some portion of the proceeds was used to reimburse expenditures,check here► El and enter the amount
of reimbursement ► $1,852,938.87
b Enter the date the official intent was adopted► 10/22/12
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the Issuer's return information,as necessary to
andprocess this r turn,to the a on that I have authorized above.
P
Consent • Q(. :o �( i 1• a 3•
Signature of issuer's authorized representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer self-employed
Use Only Firm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-G(Rev.9-2011)
VEHICLE TITLING ADDENDUM
Master Tax-Exempt Lease/Purchase Agreement dated November 22, 2013 and related Property
Schedule No. 1 dated November 22, 2013, between City of Pearland, TX as Lessee and U.S. Bancorp
Government Leasing and Finance, Inc.as Lessor.
1. Lessor and Lessee hereby agree to amend the above referenced Agreement to add additional terms
and conditions as set forth below:
Lessee agrees that it will provide to Lessor the original title
documentation to the Equipment. Lessee shall provide such title
documentation to Lessor within 15 days of Lessee's receipt of such title
documentation from the appropriate titling authority. Lessee's failure to
provide Lessor with title documentation to the Equipment in a timely
fashion shall be deemed a condition of Default as defined in the default
paragraph herein subject to remedies available to Lessor pursuant to the
remedies paragraph. Lessee further agrees to pay a month to month
unobtained titling fee if Lessor has not received the correct transferred
title in Lessor's office.
2. Location: Lessor agrees that in regard to the location of the equipment, Lessee must be responsible for
maintaining records showing the location of each piece of Leased equipment. Lessee will report this
location to Lessor upon written request by Lessor. Failure to do so shall constitute a breach of the
Agreement, which default shall be governed by the terms and conditions specified in the default and/or
remedies paragraph of the Agreement.
3. Lessee will complete the physical titling of the vehicle as required by the state of Lessee's residence
and guarantee U.S. Bancorp Government Leasing and Finance, Inc. that U.S. Bancorp Government
Leasing and Finance, Inc. will receive the original title to the leased vehicle in a timely manner. Lessee
agrees to indemnify U.S. Bancorp-Government Leasing and Finance, Inc. from any damage or loss it
incurs, including legal fees,due to its failure to complete its agreement herein.
THE APPLICATION FOR TITLE MUST INCLUDE THE FOLLOWING AS 1ST LIEN HOLDER:
• U.S. BANCORP GOVERNMENT LEASING AND FINANCE,INC.
1310 MADRID STREET
MARSHALL,MN 56258
By signing this Addendum, Lessee acknowledges the above changes to the Agreement and authorizes
Lessor to make such changes. In all other respects the terms and conditions of the Agreement remain in
full force and effect.
Lessor: U.S. Bancorp Government Leasing Lessee: City of Pearland,TX
and Finance,In
•
BY: UfliU By:
Name: M a Aksamit Name: /3124 /Z I SE^/
Documentation Supervisor ^�
Title: Title: �'Ty /VI MJAG
Date: November 21 , 2013 Date: t 1 Zcif 3
INSURANCE AUTHORIZATION AND VERIFICATION
Date:November 22,2013 Property Schedule No: 1
To:City of Pearland,TX(the"Lessee") From:U.S.Bancorp Government Leasing and Finance,Inc.(the
"Lessor")
13010 SW 68th Parkway,Suite 100
Portland,OR 97223
Attn:Francine Neville
TO THE LESSEE: In connection with the above-referenced Property Schedule,Lessor requires proof in the form of this document,
executed by both Lessee*and Lessee's agent,that Lessee's insurable interest in the financed property(the"Property")meets Lessor's
requirements as follows,with coverage including,but not limited to,fire,extended coverage,vandalism,and theft:
Lessor,AND ITS SUCCESSORS AND ASSIGNS,shall be covered as both ADDITIONAL INSURED and LENDER'S
LOSS PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. All such
insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first
giving written notice thereof to Lessor and Lessee at least thirty(30)days in advance of such cancellation or
modification.
Lessee must carry GENERAL LIABILITY(and/or,for vehicles,Automobile Liability)in the amount of no less than
$1,000,000.00(one million dollars).
Lessee must carry PROPERTY Insurance(or,for vehicles,Physical Damage Insurance)in an amount no less than the
'Insurable Value'$1,852,938.87,with deductibles no more than$10,000.00.
*Lessee:Please execute this form and return with your document package.Lessor will fax this form to your insurance agency for
endorsement. In lieu of agent endorsement,Lessee's agency may submit insurance certificates demonstrating compliance with all
requirements. If fully executed form(or Lessee-executed form plus certificates)is not provided within 15 days,we have the right to
purchase such insurance at your expense.Should you have any questions,please contact Francine Neville at 303-585-4077.
By signing,Lessee authorizes the Agent named below:1)to complete and return this form as indicated;and 2)to endorse the
policy and subsequent renewals to reflect the required coverage as
outlined above.
Agency/Agent Q�41\se- 0 a--v C{
W0-16-
Address:
t'b f5 6X 1 `�I ti t
Phone/Fax: `zi)00~ t '31 -t c 6 5 11 5 i -�G - Zalskv
Email: C ���a.Ld► @ --LL cn`t - . orq?
Lessee:Cityo•
By: /4
Name: I LL 1=i3E/J
Title: C� MovrokA&EP.,
TO THE AGENT:In lieu of providing a certificate,please execute this form in the space below and promptly fax it to
Lessor at 303-585-4077. This fully endorsed form shall serve as proof that Lessee's insurance meets the above
requirements.
Agent hereby verifies that the above requirements have been met in regard to the Property listed below.
Print Name of Agency:X
By: X
(Agent's Signature)
Print Name:X Date:X
Insurable Value:$1,852,938.87
ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE NO.:1
Form W'-'9 Request for Taxpayer Give Form to the
(Rev.December 2011) Identification Number and Certification requester.Do not
Department of the Treasury send to the IRS.
Internal Revenue Service
Name(as shown on your income tax return)
City of Pearland
N Business name/disregarded entity name,if different from above
a
co
°' Check appropriate box for federal tax classification:
c
o ❑IndividuaVsole proprietor ❑ C Corporation 0 S Corporation ❑ Partnership ❑Trust/estate
c
c.o
cc ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)► 0 Exempt payee
o
e
p''C Q Other(see instructions)► Municipality
?= Address(number,street,and apt.or suite no.) Requester's name and address(optional)
U
N 3519 Liberty Drive
ro City,state,and ZIP code
m Pearland,TX 77581
•
List account number(s)here(optional)
Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line Social security number
to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a
resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other — —
entitles,it is your employer identification number(EIN).If you do not have a number,see How to get a
• TIN on page 3.
Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer identification number
number to enter.
7 4 - 6 0 2 8 9 0 9
Part II Certification
Under penalties of perjury,I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and
2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
_Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding,and
3. I am a U.S.citizen or other U.S.person(defined below).
Certification instructions.You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage
interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and
generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the
instructions on page 4.
Sign Signature of (2,Here u.s.person P. / 1---- 808 PEAR ate► ()
General Instructions Note.If a requester gives you a form other than Form W-9 to request
your TIN,you must use the requester's form if it is substantially similar
Section references are to the Internal Revenue Code unless otherwise to this Form W-9.
noted. Definition of a U.S.person.For federal tax purposes,you are
Purpose of Form considered a U.S.person if you are:
A person who is required to file an information return with the IRS must •An individual who is a U.S.citizen or U.S.resident alien,
obtain your correct taxpayer identification number(TIN)to report,for •A partnership,corporation,company,or association created or
example,Income paid to you,real estate transactions,mortgage interest organized in the United States or under the laws of the United States,
you paid,acquisition or abandonment of secured property,cancellation •An estate(other than a foreign estate),or
of debt,or contributions you made to an IRA.
Use Form W-9 only if you are a U.S.person(including a resident •A domestic trust(as defined in Regulations section 301.7701-7).
alien),to provide your correct TIN to the person requesting it(the Special rules for partnerships.Partnerships that conduct a trade or
requester)and,when applicable,to: business in the United States are generally required to pay a withholding
tax on any foreign partners'share of income from such business.
1.Certify that the TIN you are giving Is correct(or you are waiting for a Further,in certain cases where a Form W-9 has not been received,a
number to be issued), partnership is required to presume that a partner is a foreign person,
2.Certify that you are not subject to backup withholding,or and pay the withholding tax.Therefore,if you are a U.S.person that is a
3.Claim exemption from backup withholding if you are a U.S.exempt partner in a partnership conducting a trade or business in the United
payee.If applicable,you are also certifying that as a U.S.person,your States,provide Form W-9 to the partnership to establish your U.S.
allocable share of any partnership income from a U.S.trade or business status and avoid withholding on your share of partnership income.
is not subject to the withholding tax on foreign partners'share of
effectively connected Income.
Cat.No.10231X Form W-9(Rev.12-2011)