HomeMy WebLinkAboutResolution No. 99-38 . , �
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RESOLUTION N0. R99-38
A RESOLUTION OF THE CITY OF FRIENDSWOOD, TEXAS, DESIGNATING CERTAIN
OFFICIALS AS BEING RESPONSIBLE FOR A1�TD ON BEHALF OF THE CITY IN
DEALING WITH THE GOVERNMENT CAPITAL CORPOR.ATION, FOR THE PURPOSE OF
COMPLETING ALL DOCUMENTS RELATIVE TO A LEASE-PURCHASE OF FOUR
POLICE CARS FOR THE PATROL DIVISION OF THE FRIENDSWOOD POLICE
DEPARTMENT.
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WHEREAS, contingent upon the approval of the City Council of (the "Lessee") ,
the City desires to enter into that certain Lease-Purchase Agreement dated
as of December 20, 1999 by and between the City and Government Capital
Corporation, Lessor, for the purpose of financing four Police Cars. The City
desires to designate this Agreement as a "qualified tax exempt obligation"
of the City for the purposes of Section 265 (b) (3) of the Internal Revenue
Code of 1986, as amended. The City desires to designate the Mayor as
authorized signer of the agreement.
NOW, THEREFORFs, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FRIENDSWOOD, TEXAS:
Section 1. That the City will enter into a Lease-Purchase Agreement
with Government Capital Corporation for the purpose of financing four police
cars.
Section 2. That the Lease-Purchase Agreement dated as of December 20,
1999, by and between the City and Government Capital Corporation is
designated by the City as a "qualified tax exempt obligation" for the
purpose of Section 265 (b) (3) of the Internal Revenue Code of 1986, as
amended.
Section 3. That the City designates the Mayor as the authorized signer
of the Lease-Purchase Agreement dated as of December 20, 1999, by and
between the City and Government Capital Corporation.
PASSED, APPROVED AND RESOLVED this the 20t day of December, 1999.
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Mayor Harold L. Whitaker
City of Friendswood
ATT T:
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Deloris McKenzi , TR
City Secretary
R99.38/LST03
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GOVERNMENT CAPITAL CORPORATION
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� MUNICIPAL LEASE-PURCHASE AGREEMENT
� DATED
December 20, 1999
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� CITY OF FRIENDSWOOD
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� Crestwood Center, 1200 Walnut Hi[l Lane, Suite 3900
Irving, Texas 75038
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TEXAS MUNICIPAL
� LEASE-PURCHASE AGREEMENT
� T}llS MUNICIPAL LEASE-PURCHASE AGREEMENT (hereafter referred to as "Agreement") dated December 20, 1999, by and between
Govcrnment Capital Corporation,a Tezas corporat�on(herein referred to as"Lessor"),and Cih�of Friendswood,a political subdivision or agency of the State
of
Texas(hereinafier referred to as"Lessee").
�� W]"fNESSETH: In consideration ot�the mutual covenants and conditions hereinafter set forth,the parties hereto agree as follows:
1. Term and Parments. Lessor hereby leases[o Lessee and Lessee hereby leases from Lessor the property described in Exhibit A hereto
(hereinafter,with all replacement parts,�ubstitutions,proceeds,increases,additions,accessions,repairs and�ccessories incorporated therein or aftixed thereto,
� referred to as the"Property")lor the amounts to be paid in the sums(the"Lease Payments")and on the dates(the"Lease Payment Dates")set forth in Exhibit
B hereto. Except as specificall�-provided in Sechon 2 hereof,the obli�ation of the Lessee to make the Lease Payments called for in Exhibit E3 hereto shall be
absolute and unconditional in all events and shall not be subject to any set-off,defense,counterclaim or recoupment 1br any reason. "I�he tern�of the lease
hereunder shall commence upon the acceptance of possession of the Properry by Lessee(or acceptance by Lessee of delivery of the first item of Property i1 this
Agreement involves multiple items ofProperty)and shall continue until the end of the Lessee's current fiscal period and thereafter for such additional tiscal periods
� as are necessary ro complete the anticipated total lease term as set forth in Exhibit B,unless earlier terminated as provided herein. Lessee will evidence its
acceptance of the Yroperty by executuig and deliverme to Lessor a Certificate of Acceptance(hereinaRer so called)in the form provided by Lessor.
Z. 1on-Appropriation and Right ofTermination. The oblieations of Lessee ro make Lease Payments(called for in Exhibit B)and to make
any othcr payments to Lessor(or to any other person)pursuant to[his Agreemen[are subject to appropriation by Ihe Lessee of funds that are lawfully available
� to be applied for such purpose. If Lessee Cails to make such an appropriation pnor to a fiscal period of Lessee,for the Lease Payments scheduled in such fiscal
period,Lessor may terminate this Agreement. Lessee may terminate this Ageement by providing wntten notice of such terminauon to C,essor not less than forty
tive(45)days prior to the first day of any fiscal period of Lessee during which Lessee Payments are scheduled. Upon any such termination of this Agreement,
all of Lessee's ri�ht,title and interest in and its obli�ations under this Agreement and to the Property shall tem�inate effective on the last day of the last fiscal period
� of Lessee for which such an appropriation was made.
3. Taxes. In addiUOn to the Lease Payments to be made pursuant to Section 1 hereof,Lessee agrees to indemnify and hold Lessor harmless
from and against and to pay Lessor,as additional rent,on demand,an amount equal to all licenses,assessments,sales,use,real or personal property,gross receipts
or other taxes,levies,imposts,duties or charees,if any,together with any penalties,fines,or interest thereon imposed a�ainst or on Lessor,Lessee or the Property
by any govemmental au[hority upon ur�t�ith respect to the Yroperty or Ihe purchase,ownership,rental,possession,operation,return or sale of,or receipt of
� payments for,the Property,except any Federal or state income taxes,if any,payable by Lessor. Lessee may contest any such taxes prior to payment provided
such contest does not involve any risk of sale,forfeiture or loss of Ihe Property or any�nteres[therein.
4. Lessee's Co��enants and Representations. Lessee covenants and represents as follows:
(a) Lessee represents,and will provide an opinion ofits counsel to the effect that,it has full power and authonty to enter into this Agreement
� which has been duly authorized,executed,and delivered by Lessee and is a valid and binding obli�ation of Lessee enforceable in accordance with its terms,and
all requirements for e�ecutwn,delivery and performance of this Agreement have been,or will be,complied with in a timely manner;
(b) All Payments hereunder have been,and will be,duly authonzed and paid when due out of funds then on hand and legally available
fbr such pwposes; Lessee will,to the e�tent permitted by State law and other terms and conditions of this Agreement,include in its budget for each successive
� fiscal period durin�the tern�ot this A��reement a sufticient amount to permit Lessee to discharge all of its obligations hereunder,and Lessee has budgeted and
available for the current fiscal period sufticicnt tunds to comply with its obligations hereunder;
(c) There are no pending or threatened lawsuits or admimstrauve or other proceedings contesting the authority for,authorization of
performance of,or e�penditum of funds pursuant to,[his Agreement;
(d) Infomiation supplied and statements made by Lessee in any financial sta[ement or current budget prior to or contemporaneously���ith
� the Agreement are true and correct;
(e) Lessee has an immediatc nced for,and expects to make immediate use of,substantially all the Property,which need is not temporary
or expected ro diminish in the foresceable fuWre.
5. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Properry to be operated by competent persons
� only. Lessee shall use the Propert�-only for its proper purposes and will not install,use,operate or maintain the Property improperly,carelessly,or in viola[ion
ofany applicable law,ordinance,rule or reeulation of any govemmental authoriry,or in a manner contrary to[he nature of the Property or the use contemplated
by its manufacturer. Lessee shall keep the property at the location stated on the Certificate of Acceptance executed by Lessee upon delivery ofthe Property until
Lessor,in writinc,permits its removal,and the Property shall be used solely in the conduct of[he Lessee's operations. Lessee shall obtain,at its expense,all
registrations,perniits and licenses,if any,required by law for the installation and operation of Ihe Property. Any license plates uscd on the Property shall be issued
� m the name of the Lessee. lf a certificate of title is issuable with respect to the Property,it shall be delivered to the Lessor showing the interest of the Lessor.
6• �9aintenance. Lessor shall not be obligated to make any repairs or replacements. A[its own expense,Lessee shall service,repair and
maintain the Property in as good condition,repair,appearance and working order as when delivered to Lessee hereunder,ordinary wear and tear from proper use
alone excepted,and shall replace any and all parts thereof which may from time to time become wom out,lost,stolen,destroyed,or damaged beyond repair or
� rendered unfit for intended use,for any reason whatsoever,all of which replacemen[s shall be free and clear of all liens,encumbrances and claims of others and
shall become part of the Property and subject to this Agreement. Lessor may,at its option,discharge such costs,expenses and insurance premiums necessary
for the repair,maintenance and preservation of the Property,and all sums so expended shall be due from Lessee in addition to rental payments hereunder.
7• Altcrations.
� (a) Lessee may,at its own expense,install or place in or on,or attach or affix to,the Property such equipment or accessories as may be
necessary or convenient to use the Property for its mtended purposes provided that such equipment or accessories do not impair[he value or utility of Ihe Property.
All sudi equipment and accessones shall be remo��cd by Lessee upon termination of this Agreement,provided that any resulting damage shall be repaired at
Lessee's expense. Any such equipment or accessorics not removed shall become the property of Lessor.
(b)Without the wntten consent of Lessor,Lessee shall not make any otheralterations,modifications or improvements to the Property except
as required or permitted hereunder. Any other alterations,modifications or improvements to the Property shall immediately become part of the Property,subject
to the provisions hereof. Without the pnor written consent of Lcssor,Lessee shall not affix or attach any of the Property to any real properry. The Property shall
remain personal property regardless of whether it bccomes affixed or attached to real property or permanently rests upon any real property or any improvement
thcreon.
� g• Licns. Lessce shall not directly or indirectly create,incur,assume or suffer to exist any mortgage,security interest,pledge,lien,charge,
encumbrance or claim on or with respect to the Properry,title therero or any interest[herein,except the respective rights of Lessor and Lessee hereunder.
� �T.�TG OF TEXAS MUNICIPAL LLASL-PIIRCHASE AGRLEMENT
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� 9. Damage to or Destructi3o uf Proprrty. Lessee shall bear the.rntire risk of loss,darua e,!heft or destruction of the Pro ert irem an�
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and tvery cause whatsoever,and no loss,damage,des[ruction or otf�er esent shall release Lessce irom the obligation to pay the full amount of the rental payments
or from any other obligation under this Agreement. In the event of damaoe to any item of the Property,Lessee will immediately place the same in�ood repair,
� with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Property is lost,stolen,destroyed or damaged
beyond repair,Lessee,at the option of Lessee,will either(a)replace the same with like property�n good repair or(b)on the next Lease Payment Date,pay Lcssor
(i)all amounts then owed by Lessee to Lessor under this Agreement,including the Lease Paymen[due on such date,and(ii)an amount equal to the applicable
� Option to Purchase Value set forth in Exhibit B.
i 10. Insurance. Lessee shall either be self-insured with regard to the Property or shall purchase and maimain insurance with regard to the
� Property. Lessee shalt indicate on each Certificate of Acceptance executed in relation to this Agreement its election to be self-insured or company insured with
regard to the Property listed on that Certificate of Acceptance. Whether Lessee is self-insured or company insured,Lessee shall,for the term of[his Aereement,
at its own expense,provide comprehensive liability insurance with respect to the Property,insuring against such risks,and such amounts as are customary for
� lessees of property ofa character similar to the Property. [n addition,Lessee shall,for the term of this Agreement,at its own espense,provide casualty insurance
with respect to the Property,insuring against customary nsks,coverage at all times not less than the amount of the unpaid pnnc�pal portion of the Lease Payments
required to be made pursuant to Section i as ofthe last preceding Payment Date specified in Exhibit B on which a Lease Payment was made. [f insurance policies
are provided with respect to the Property,all insurance policies shall be with insurers authorized to do business in the State where the Property is located and shall
name both Lessor and Lessee as insured as their respective interest may appear. [nsurance proceeds from casualty losses shall be payable solely to tlie Lessor,
� subject to the provisions of Section 9. Lessee shall,upon request,deliver[o Lessor evidence of the required coverage tooether with premium receipts,and each
insurer shall agree to give Lessor written notice ofnon-payment ofany premium due and ten(10)days not�ce pnor to cancellation or alteration ofany such policy.
Lessee shall also carry and require any other person or entity working on,in or about the Property to carry workmen's compensation insurance covering employees
�� on,in or about the Property. In the event Lessee fails,for any reason,to comply with the requirements of this Section,Lessee shall indemnify,save harmless and,
at Lessee's sole expense,defend Lessor and its agents,employees,officers and directors and the Property agamst all risk of loss not covered by insurance.
11. Indemnification. Lessee shall indemnify,to the extent permitted by law,and save ham�less Lessor and its agents,employees,ofticers and
directors from and,at Lessee's expense,defend Lessorand its agents,employees,officers and directors against all liabiliry,oblioations,losses,damages,penalties,
claims,actions,costs and expenses(including but not limited to reasonable attomeys'fees)of whatsoever kind or nawre which in any way relate to or arise out
� of this Agreement or the ownership,rental,possession,operation,condition,sale or retum of the Property. All amounts which become due from Lessee under
this Section i l shall be credited with any amounts received by the Lessor from insurance provided by the Lessee and shall be payable by Lessee���ithin thirty
(30)days following demand therefor by Lessor and shall survive the termination or expiration of this Agreement.
12. No Warranty. EXCEPT FOR REPRESENTAT[ONS, WARRANTIES, AND SGRVICE AGREEMENTS RELATING TO THE
PROPERTY MADEOR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY,ALL OF WHICH ARE-HEREBY ASSIGNED
� TO LESSEE,LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,AND ASSUMES NO OE3LIGATION
WITH RESPECT TO THE TITLE,MERCHANTAB[L[TY,CONDITION,QUAL[TY OR F(TNESS OF THE PROPERTY DESCRIBED W EXHIBIT A FOR
ANY PARTICULAR PURPOSE OR THE CONFORM[TY OF THE PROPERTY TO SPECIFICATION OR PURCHASE ORDER,ITS DESIGN,DELIVERY,
INSTALLATION OR OPERATION. All such nsks shall be bome by Lessee without in any way excusing Lessee from its obligations under this Agreement,and
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Lessor shall not be liable to Lessee for any damages on account of such risks. All claims or actions on any warranty so assid ed shall be made or prosecuted by
Lessee,at its sole expense,upon prior written notice to Lessor. Lessor may,but shall have no obligation whatsoever to,participate in such claim or action on
such warranty,at Lessor's expense. Any recovery under such a warranry shall be made payable jointly to Lessee and[.essor.
13. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement,Lessee shall have the option to
I purchase not less than ail ofthe Property which is then subject to this Ao eement,"as is"at the payment date,for the Option to Purchase Values set forth in Exhibit
B by giving written notice to Lessor not less than sixry(60)days prior to the date specified in Exhibit B for the exercise of such option; provided that upon
Lessee's timely payment of all Lease Payments specified in Exhibit B,Lessee shall be deemed to have properly exercised its option to purchase the Property and
shall be deemed to have acquired all of Lessor's right,title and interest in and to the Property,free of any lien,encumbrance or security interest except such liens,
encumbrances or security interest as may be created,or permitted and not discharged,by Lessee but without other warranties. Payment of the applicable Option
`� to Purchase Value shall occur on the applicable Lease Payment Date specified in Exhibit B hereto,at which time Lessor shall,unless not required hereunder,
deliver to Lessee a quitclaim bill of sale vansferring Lessor's interest in the Property to Lessee free from any lien,encumbrance or secunty mterest except such
as may be crea[ed,or permitted and not discharged,by Lessee but without other warranties. Upon Lessee's actual or constructive payment of the Option to
Purchase Value and Lessor's actual orconstructive delivery ofa quitclaim bill ofsale covering the Property,this Aareement shall terminate except as to obligations
�i or liabilities accruing hereunder prior to such termination.
14. Default and Lessor's Remedies.
(a) The occurrence of one or more of the following events shall constitute an Event of Default, whether occumng voluntarily or
involuntarily,by operation of law or pursuant to any order of any court or govemmental agency:
� m Lessee fails to make any payment hereunder when due or within ten(10)days thereafter;
�:� Lessee fails to comply with any other covenant,condition or agreement of Lessee hereunder for a period of the ten(10)days
after notice thereof;
cn� Any representation or warranty made by Lessee hereunder shall be untrue in any matenal respect as of the date made;
� c�� Lessee makes,permits or suffers any unauthorized assignment,transfer or other disposition of this Agreement or any interest
herein,or any part of the Property or any mterest therein;or
es� Lessee becomes insolvent or admits in writing its inability to pay its debts as they mature;or applies for,consents to or
acquiesces in the appointment of a trustee,receiver or custodian for the Lessee or a substantial part of its property;or,in the absence of such application,consent
or acquiescence,a trustee,receiver or custodian is appointed for Lessee or a substantial part of its property and is not discharged within sixty(60)days;or any
bankruptcy,reorganization,debt arrangement,moratorium,or any proceeding under any bankruptcy or insolvency law,or any dissolution or liquidation proceeding
�� is instituted by or against Lessee and,if instituted against Lessee,is consented to or acquiesced in by Lessee or is not dismissed within sixty(60)days.
(b) Upon the occurrence of any Event of Default specified herein, Lessor may,at its sole discretion,exercise any or all of the
following remedies:
�� �u EnforcethisAo eementbyappropnateactiontocollectamountsdueortobecomeduehereunder,byaccelerationofothenvise,
or to cause Lessee to perform its other obligations hereunder in���hich event Lessee shall be liable for aU costs and expenses incurred by Lessor;
- �z� Take possession o£Ihe Property,without demand or notice and without court order or any process of law,and remove and
relet the same for Lessee's accoun[,in which event Lessee waives any and all damages resulting therefrom and shall be liable for all cos[s and expenses incurred
by Lessor in connection therewith and the difference,if any,between the amounts to be paid pursuant to Section 1 hereof and the amounts received and to be
received by Lessor in connection with any such reletting;
, �»Terminate this Agreementand repossess the Property,in which event Lessee shall be liable for any amounts payable hereunder
through the date of such termination and all costs and expenses incurred by Lessor in connection therewith;
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� STATE OF TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT _
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� �<� Sell the Property or any portion Iheteof for Lessor's accoun[at public or private sale,for cash or credit,without demand on
notice to Lessee of Lessor's intention to do so,or relet the Property for a term and a rental which may be equal to,greater than or less than the rental and term
� provided herein. If the proceeds from any such sale or renial paymenu received under a new agreement made for the periods prior to the expiration of this
Agreement are less[han the sum of(i)the costs ofsuch repossession,sale,relocation,storage,reconditioning,reletiing and reinstallation(including but not limited
to reasonable attomeys'fees),(ii)the unpaid principal balance derived from Exhibi[B as of the last preceding Lease Payment Date specified in Exhibit B,and
(iii)any past due amounts hereunder(plus interest on such unpaid principal balance at the rate specified in Section 20 hereof,prorated to the date of such salz),
� all of which shall be paid to Lessor,Lessor shall retain all such proceeds and Lessee shall remain liable for any deficiency;or
�s� Pursue and exercise any other remedy available at law or in equity,in which event Lessee shall be liable for any and al I costs
and expenses incurred by Lessor m connection therewith. "Costs and expenses,"as that term is used in this Section 14,shall mean,to the extent allowed by law:
(i)reasonable attorneys'fees if this Agreement is referred for collection to an attomey no[a salaried employee of Lessor or the holder of this Agreement; (ii)court
costs and disbursements including such costs in the event ofany action necessary to secure possession of Ihe Property;and(iii)actual and reasonable out-of-pocket
�� expenses incurred in connection with any repossession or foreclosure,including costs of storing,reconditioning and reselting the Property,subject to the standards
of good faith and commercial reasonableness set by the applicable Uniform Commercial Code. Lessee waives all rights under all exemption laws.
is� Under no circumstances shall Lessee be liable under this subsection 14(b)for any amount m excess of the sum appropr�ated
pursuant to Section 1 hereof for the previous and current fiscal years,less all amounts previously due and paid during such previous and current fiscal years from
� amounts so appropriated.
]5. Termination. Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof,lessee shall,upon the expirauon
of the term of this Agreement or any earlier termination hereof pursuant to the terms of this Agreement,deliver the Property to Lessor unencumbered and in at
least as good condition and repair as when delivered to Lessee,ordinary wear and tear resulting from proper use alone excepted,by loading the Property,at
� Lessee's sole expense,on such carrier,or delivering the Property to such location,as Lessor shall provide or designate at or within a reasonable distance from
the oeneral location of the Properry. If Lessee fails to deliver the Property to Lessor,as provided in this Section 15,on or before the date of termination of this
Agreement,Lessee shall pay to Lessor upon demand,for the hold-over period,a portion of the total payment for the applicable period as set forth in Exhibit B
prorated from the date of termination of this Agreement to the date Lessee either redelivers the Property to Lessor or Lessor repossesses the Property.
16. AssignmenL Without Lessor's prior written consent,Lessee will not either(i)assign,transfer,pledge,hypothecate,grant any securiry
� interest in or otherwise dispose of this Agreement or the Property or any interest in this Agreement or the Property; or(ii)sublet or lend the Property or permit
it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights,title and interest m and to this Agreement,the Property and any
other documents executed with respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property,in whole or in part. Any
such assignees shall have all of the rights of Lessor under this Agreement. Subject to the foregoing,this Agreement inures to the benefit of and is binding upon
� the heirs,executors,administrators,successors and assigns of the parties hereto. No assignment or reassignment of any of Lessor's rights,title or interest in this
Agreement or the Property shall be effective with regard to Lessee unless and until Lessee shall have received a copy of the document by which the assignment
or reassignment is made,disclosing the name and address of such assignee. No further action will be required by Lessor or by Lessee to evidence Ihe assip ment,
but Lessee will acknowledge receipt of such assignments in writing if so required. During the term of this Agreement,Lessee shall keep a complete and accurate
record of all such assignments in form necessary to comply with the United States Intemal Revenue Code of 1986,Section 149(a),and the regulations,proposed
� or existing,from time to time promulgated thereunder.
17. Personal Property. The Property is and shall at all times be and remain personal property.
18. Title. Upon acceptance of the Property by Lessee hereunder,Lessee shall have title to the Property during the term of this Agreement;
however,in the event of(i)an Event of Default hereunder and for so long as such Event of Default is continuing,or(ii)termination of this Agreement pursuant
� to the provisions of Section 2 hereof,title shall be reverted immediately in and shall revert to Lessor free of any right,title or interest of Lessee unless Lessor elects
otherwise.
19. Lessor's Right to Perform for Lessee. If Lessee fails to make any payment or perform or comply with any of its covenants or obligations
hereunder,Lessor may,but shall not be required to,make such payment or perform or comply with such covenants and obligations on behalf of Lessee,and the
amount of any such payment and the expenses(including but not limited to reasonable attomeys'fees)incurred by Lessor in performing or complying with such
� covenants and obligations,as the case may be,together with interest thereon at the highest lawful rate,shall be payable by Lessee upon demand.
20. Interest on Default. If Lessee fails to pay any Lease Payment specified in Section 1 hereof within ten(10)days after the due date thereof,
Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the highest lawful rate.
21. Notices. Any notices to be given or to be served upon any party hereto in connection�vith this Agreement must be in writing and may be
given by certified or registered mail,and shall be deemed to ha��e been given and received forty-eight(48)hours after a registered or certified letter containing
� such notice,posta�e prepaid,is deposited in the United States mail,and if given otherwise shall be deemed to have been given when delivered to and received
by the party to whom it is addressed. Such notice shall be grven to the parties at their respective addresses designated on the signature page of this Agreement
or at such other address as either party may hereafter designate.
� 22. Security Interest. As security for Lessee's covenants and obligations hereunder,Lessee hereby grants to Lessor,and its successors,a
security interest in the Property,all accessions thereto and proceeds therefrom,and,in addition to Lessor's rights hereunder,all of the rights and benefits of a
secured party under the Uniform Commercial Code as�n effect from time to time hereafter in the State in which the Property is located or any other State which
may have jurisdiction over the Properry. Lessee agrees to execute,acknowledge and deliver to Lessor in recordable form upon request financing statements or
any other instruments with respect to the Property or this Agreement considered necessary or desirable by Lessor to perfect and continue the securiry interest
granted herein in accordance with the laws of the applicable jurisdiction.
i 23. Tax Exemption. Lessee certifies that it does reasonably anticipate that not more than$]0,000,000 of"qualified tax-exempt obligations,"
as that term is defined in Section 265(b)3(D)of the Intemal Revenue Code of 1986("the Code"),will be issued by it and an�subordinate entities during 1999.
Further,Lessee designates this issue as comprising a portion of the$10 million in aggregate issues to be designated as"qualified tax exempt obligations"eligible .
for the exception contained in Section 265(b)3(D)of the Code altowing for an exception to the general rule of the Code which provides for a total disallowance
�, of a deduction for interest expense allocable to the carrying of tax exempt obligations.
24. Miscellancous.
(a) Lessee shall,whenever requested,advise Lessor of the exact location and condition of the Property and shall give the Lessor immediate
notice ofany attachment or otherjudicial process affecting the Property,and indemnify and save Lessor harmless from any loss or damage caused thereby. Lessor
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may,for the purpose of inspection,at all reasonable times enter upon any job,building or place where the Property and the books and records of the Lessee with
� respectthereto are located.
(b) Lessee will take no action that would cause the interest portion of the Lease Payments to become coverage in gross income of the
recipient for federal income tax purposes under the Intemal Revenue Code of 1986 (the "Code") and Treasury Regulations promulgated thereunder(the
"Regulations"),and Lessee will take and will cause its officers,employees and agents to take all affirmative actions legally within its power necessary to ensure
that the interest portion of the Lease Payments does not become coverage in gross income of the recipient for federal income tax purposes under the Code and
' Repulations.
(c) Lessee agrees to equitably adjust the payments payable under[his Agreement if there is a de[ermination for any reason that the interest
payable pursuant to this Agreement(as incorpora[ed within the schedule of payments)is not excludable from income in accordance with the lntemal Revenue
Code of]986,as amended,such as to make Lessor and its assigns whole.
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�TATE OF TEXhS MUNICIPAL LEASE-PURr:L1SE AGRLEMENT
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(d) Time is of the essence. No covenant or obligations hereunder to be performed by Lessee may be waived excepi by the written consent
of Lessor,and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on any occasion shall not constitute or be treated as a waiver
� of such covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any later time prior to Lessee's cure of the
condition giving rise to such remedy. Lessor's rights hereunder are cumulative and not altemative.
(e) This Agreement shall be construed in accordance with,and governed by,the laws of Ihe State in which the Property is located.
(�ThisAgreementconstitutestheentireagreementbetweenthepartiesandshallnotbemodified,waived,discharged,terminated,amended,
� altered or changed in any respect except by a written document signed by both Lessor and Lessee.
(g) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without,to the extent reasonably possible,invalidating the remainder of this Agreement.
(h) The Lessor hereunder shall have the right at any time or times,by notice to Lessee,to designate or appoint any person or entity to act
as agent or trustee for Lessor for any puTposes hereunder.
�� (i)Al l transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any change occurring in or to the Property,
of a change in Lessee's address,or in any fact or circumstance warranted or represented by Lessee to Lessor,or if any Event of Default occurs.
(j) Use of the neuter gender herein is for putposes of convenience only and shall be deemed to mean and include the masculine or feminine
gender whenever and wherever appropriate.
� (k) The captions set forth herein are for convenience of reference only and shall not define or limit any of the lerms or provisions hereof.
(I) Except as otherwise provided herein,this Agreement shall be binding upon and inure to[he benefit of the Parties hereto and their
respective heirs,executors,administrators,legal representatives,successors and assigns,where permitted by this Agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the� D� day of � in the year�.
�
� LESSOR: rnment • u� rp ration nrrFSrsicNn
PRI�TEDNAME�. �N . I�/�I/�-.
� �Y
ewart C.Shirey,Senior ice esi R Timothy G.Temple,President PR7ITFDTRLE ��
1200 Walnut Hill Lane,Suite 3400
(rving,TX 75033
� C
LESSEE: Cit ofFriendswo ,�rrrsrs�cnnTUas: • ' •
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f PRI\"I'FIJ NM1E�. /�
oY f .f1 "�
Ha L.Whi[aker,Mayor PR(�TEDTfiLE v �
1� �
910 South Friendswood Dnve
. rriendswood,Ta 77�46-389
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I SiATG OF TEXAS MUNICIPAL LEASE-PURCHASE AGREEMEN7"
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�, EXHIBIT A
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DESCRIPTION OF PROPERTY
�! MUNICIPAL LEASE-PURCHASE AGREEMENT(T'HE"AGREEMENT")BY AND BET1�'EEN
�essoR,Government Capital Corporation�,a Lessee,City of Friendswood
Dated as of December 20, 1999
� QTI' DESCRIPTION
,;
� POLICE VEHICLES as follows
�`
four (4) 1998 Ford Crown Victoria Police Interceptors
}� with Radar and Camera
�
VIN 2FAFP71 WOWX151731
VIN 2FAFP71 W2WX151732
VIN 2FAFP71 W4WX151747
VIN 2FAFP71 W4WX151733
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� PROPERTY LOCATION:
Police Station, 109 Willowick Avenue, Friendswood, TX
. STA7E OF TEXAS MUNICIPAL LE.1�E-PURCHASE AGREEMENT
5
GOVERNMENT CAPITAL CORPORATION
:: : .:::: ...: ' EXHIBIT B '•
,.. . . . .;:
..:
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» SCHEDULE OF PAYMENTS 8 OPTION TO PURCHASE PRICE «
� LESSEE:City of Friendswood
PMT PMT DATE TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE
-� NO. MO. DAY YR PAYMENT PAID PAID after pmt on this line
1 At Signing �5,096.48 $146.32 $4,950.16 $106,945.78
2 01/28/2000 $2,548.24 �598.41 $1,949.83 �104,843.15
3 02/28/2000 $2,548.24 $587.12 $1,961.12 $102,731.76
� 4 03/28/2000 $2,548.24 $575.76 $1,972.48 $100,611.57
5 04/28/2000 $2,548.24 $564.33 $1,983.91 �98,482.54
� 6 05/28/2000 $2,548.24 5552.84 $1,995.40 $96,344.64
� 7 06/28/2000 $2,548.24 $541.28 $2,006.96 $94,197.84
8 07/28/2000 $2,548.24 $529.66 $2,018.58 $92,042.09
9 08/28/2000 $2,548.24 $517.96 $2,030.28 $89,877.36
10 09/28/2000 �2,548.24 5506.20 $2,042.04 $87,703.61
� 11 10/28/2000 $2,548.24 �494.37 $2,053.87 $85,520.80
12 11/28/2000 $2,548.24 $482.48 �2,065.76 $83,328.90
13 12/28/2000 $2,548.24 $470.51 $2,077.73 $81,127.86
14 01/28/2001 $2,548.24 �458.48 $2,089.76 $78,917.65
�� 15 02/28/2001 $2,548.24 �446.37 $2,101.87 $76,698.23
16 03/28/2001 $2,548.24 �434.20 $2,114.04 $74,469.57
17 04/28/2001 $2,548.24 �421.95 $2,126.29 $72,231.62
18 05/28/2001 $2,548.24 $409.63 $2,138.61 $69,984-35
�` 19 06/28/2001 $2,548.24 5397.25 �2,150.99 $67,727.71
20 07/28/2001 $2,548.24 5384.79 $2,163.45 $65,461.67
21 OS/28/2001 $2,548.24 5372.25 $2,175.99 $63,186.19
22 09/28/2001 $2,548.24 $359.65 $2,188.59 $60,901.23
� 23 10/28/2001 $2,548.24 5346.97 $2,201.27 $58,606.75
24 11/28/2001 �2,548.24 5334.22 $2,214.02 $56,302.70
� 25 12/28/2001 �2,548.24 $321.40 $2,226.84 $53,989.05
26 01/28/2002 $2,548.24 �308.50 $2,239.74 $51,665.76
27 02/28/2002 $2,548.24 5295.52 $2,252.72 $49,332.79
28 03/28/2002 $2,548.24 $282.48 $2,265.76 $46,990.10
� 29 04/28/2002 �2,548.24 �269.35 $2,278.89 $44,637.65
30 05/28/2002 $2,548.24 $256.15 $2,292.09 $42,275.40
31 06/28/2002 $2,548.24 $242.87 $2,305.37 $39,903.31
� 32 07/28/2002 $2,548.24 $229.52 $2,318.72 $37,521.33
33 08/28/2002 $2,548.24 $216.09 $2,332.15 $35,129.43
34 09/28/2002 $2,548.24 $202.58 $2,345.66 �32,727.56
35 10/28/2002 $2,548.24 $188.99 $2,359.25 $30,315.68
� 36 11/28/2002 $30,442.01 $174.20 $30,267.81 $0.00
Grand Totals $122,178.65 $13,920.65 $108,258.00
�ACCEPTED BY LESSEE: Harold L. Whitaker, May
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� INCUMBENCY, INSURANCE, AND ESSENTIAL USE
CERTIFICATES
�� MUNICIPAL LEASE-PURCHASE AGREEMENT(THE"AGREEMENT")BY AND BETWEEN
LessoR,Government Capital Corporation and LESSEE�City of Friendswood
Dated as of December 20, 1999
� I,DcLoris McKenzie,(NAMEj�do hereby certify that I am the duly elected or appointed and acting City Secretary(Keeper
of the Records)�,�T�E�,of City of Friendswood,a political subdivision or agency duly organized and existing under the laws of the
� State of Texas,that I have custody of the records of such entity,and that,as of the date hereof,the individual(s)named below are
the duly elected or appointed officer(s) of such entity holding the office(s) set forth opposite their respective name(s). I further
certify that(i)the signature(s)set opposite theu respective name(s)and title(s)are their true and authentic signature(s),and(ii)such
officers have the authority on behalf of such entity to enter into that certain Municipal Lease-Purchase Agreement dated as of
, December 20, 1999,between such entity and Govemment Capital Corporation.
NAME TITLE SIGNATURE
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�', IN WITNESS WHEREOF,I have duly executed this certificate and aff ed the seal of such enti hereto this��,�_day
�J /� .
of tL/eCQl�'14�. ,�.• aY �
� De oris McKenzie, City Secretary
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�' Lessee certifies that property and liability insurance,if applicable,have been secured in accordance with the Agreement and such
coverage will be maintained in full force for the term of the Agreement. "Lessor or its Assigns"should be designated as loss payee
until Lessee is notified, in writing, to substitute a new loss payee. The following information is provided about insurance:
�'
INSURANCE COMPANY/AGENT'SNAME: � EKAS MUNICIPAL LEAGUE — IRP
INSURANCE COMPANY ADDRESS: 1 HZ 1 RUTHERFORD LANE 7F 1 OO
�' AUSTIN, TX 78714-9194 ����
�� Pr+oNe nun�aER. 512-491-230�LICY NUMBER�. 643 S
�� I,Harold L.Wl�itaker,Ma or,of Cit of Fnendswood 'Lessee" hereb certif that the E ui me o be leased to the undersi�ned
Y Y �' )� Y Y q P b
under the certain Lease Agreement, dated as of December 20, 1999,between such entity and vernment Capital Corporation .
� ("Lessor" will be used by the undersigned Lessee for the following purpose:
re �-� C , z.�-ru s
The un ersigned hereby represents that the use of the Equipment is essential to its proper,efficient and economic operation.
� IN WITNESS WHEREOF, I have set my hand thisv�.3� � day oft_Y '��Q!)'1QP� , 19�.
7� 1
�; . BY LESSEE:
Harold . Whitaker, Mayor
FoR�essEe: City of Friendswood
STATG OF TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT �
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CERTIFICATE OF ACCEPTANCE
MUNICIPAL LEASE-PURCHASE AGREEMENT(THE"AGREEMENT")BY AND BETWEEN
� �essoR,Government Capital Corporation�a �essee,City of Friends��ood
Dated as of December 20, 1999
R 1. ACCEPTANCE: In accordance with the Agreement,Lessee hereby certifies that all of the Property described herein(i)has been received by Lessee,(ii)has
� been thoroughly examined and inspected to the complete satisfaction of Lessee,(iii)had been found by Lessee to be in good operating order,repair and condition,
(iv)has been found to be of the size,design,quality,type and manufacture specified by Lessee,(v)has been found to be and is wholly suitable for Lessee's
purposes,and(vi)�s hereby unconditionally accepted by Lessee,in the condition received,for all purposes of this Agreement.
2. PROPERTY:
POL►CE VEFIICLES,see Exhibit A herein for detail
3. USE: The primary use of the Property is as follows:
4. PROPERTY LOCATION:
Police Station, l09�'��illowick Avenue,Friendswood,TX
5. INVOICING: Invoices shall be sent to the following address,including to whose attention invoices should be directed:
� 6. INSURANCE:Lessee certifies that property and liabiliry insurance have been secured in accordance with the Agreement and such coverage will be maintained
in force for the term of the Ab eement. Lessor will be designated as loss payee until Lessee is notified,in writing,to substitute a new loss payee.
Company[nsured Election to self-insure in accordance with Section 10 of the Agreement.
7. MA[NTENANCE:In accordance with Section 6 of the Agreement,Lessee agrees to,at its own expense,service,repair and maintain the Property for the term
of Ihe Agreement as follows:
Maintenance Contract Election to self-maintain
E3Y LESSEE:
arold L. Whitaker, Mayor
Fox�esseE: City of Friendswood
ACCEPTED on this the day of�/�PP J�1�� ,�•
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STATE OF TEXAS MUNICIPAL LEASE-PURCHASE AGREEMEN7 8
713 759 0342
�, 0iiO4i00 14:19 OLSOh � OLSON � 3341407 ' � �
� N0.924 PBe2i002
� nI.l3()N [9L ni.HC)N
/�.TTARNP.yA AT LAW
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Tr.r.rc�orrw.��T,n,TK�-�►,�.�Q .
� January 4, 2040
Government Capital Corparatian
1200 Walnut riill Lane, Suite 3�00
Irving, TX 7503 S
�
� Re: Municipal I.ease-Purchase Agreement dated as of T�ecember 24, 1999.
Dear Lessor:
� We have acted as Counsel to the City af Friendswood, Texas, with res ect ta ce '
p tbat rtain
Municipa] I,ease-Purchase Agreement dated as of December 20, 1999, by and between
� Government Capital Corporati�n as Lessor, �nd the City of Friendswaod, as �,essee. We hAVe
rer�iewed the A�,�reement and such other documents, records and certificates of I,eysee and
appropriate public officials as�ove have deemed relevant a.nd we are of the opinion that:
� I. The Gessee is a olitical subdivi "
p sian or agency of the State of Texas vvith the
rec�uisite power and authority to incur obligations;
� Z. The execution
, del�very and perforrnance by the Lessee of the Agreement hav�
� been duly authorixed by all necessary action on the part of ihe Lessee;
3• The Agreement constitutes a legal, valid and �binding obligation of the Lessee
� enforceabie in accordanee v►rith its terms; and
4. The above opinions may be rslied upon by the Lessee, Lessor, or its Assign4.
r �
Sincerely,
� OL Qp18z OLSON
f `
� j�r �.. l� /c,
� � y r ey �ickelson
Attorne s for the Ci
� Y ty of Friendswo�d, Tex�s
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RESOLUTION NO. R99-38
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A RESOLUTION OF THE CITY OF FRIENDSWOOD, TEXAS, DESIGNATING CERTAIN
� OFFICIALS AS BEING RESPONSIBLE FOR AND ON BEHALF OF THE CITY IN
DEALING WITH THE GOVERNMENT CAPITAL CORPORATION, FOR THE PURPOSE OF
COMPLETING ALL DOCUMENTS RELATIVE TO A LEASE-PURCHASE OF FOUR
� POLICE CARS FOR THE PATROL DIVZSION OF THE FRIENDSWOOD POLICE
DEPARTMENT.
* * * * * * ,r * * * * * * *
� WHEREAS, contingent upon the approval of the Cit Council of (the "Lessee"
Y ) ,
the City desires to enter into that certain Lease-Purchase Agreement dated
� as of December 20, 1999 by and between the City and Government Capital
Corporation, Lessor, for the purpose of financing four Police Cars. The City
desires to designate this Agreement as a "qualified tax exempt obligation"
� of the City for the purposes of Section 265 (b) (3) of the Internal Revenue
Code of 1986, as amended. The City desires to designate the Mavor as
authorized signer of the agreement .
� NOW, TFIEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FRIENDSWOOD, TEXAS:
� Section 1. That the City will enter into a Lease-Purchase Agreement
with Government Capital Corporation for the purpose of financing four police
cars.
� Section 2. That the Lease-Purchase Agreement dated as of December 20,
1999, by and between the City and Government Capital Corporation is
designated by the City as a "qualified tax exempt obligation" for the
� purpose of Section 265 (b) (3) of the Internal Revenue Code of 1986, as
amended.
� Section 3. That the City designates the Ma or as the authorized signer
of the Lease-Purchase Agreement dated as of December 20, 1999, by and
between the City and Government Capital Corporation.
� PASSED, APPROVED AND RESOLVED this the 20t day of December, 1999.
� �
Mayor Harold L. Whitaker
City of Friendswood
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ATT T:
� . �
Deloris McKenzi , TR
� City Secretary
� R99.38/LST03
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ADD�NDU�M �
MUNfCIPAL LLASL-YURCIIAS�ACRL�ML•NT(TI•IE"AGR�LML•NT")IIY AND DETWTLN �
i.ESSOn� Gove�.z.unent Capital Coiporation w�J CE35EE� City of P'riendswood
Dated as o,fDecenibcr, 2�, 1999 `
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Lessee, City oi T'ri�r.dswood, does hezeby acknowledge and agree that in�the event vehicle(s) as desenbed Propcm,•in E�1:;�:;.�
, hea•ein shall exceed 85,000 mile� o���r thc tcrn� of tl�is Agreezzlent dated �s of December 20, 1999, by and bei�,�een C::�� cl � �
F�.�endswood a.ud Government Capita]Corpora�ion,Lessec sha11 pay PhiJpottMotors,Znc,foz all overages at the c�ate of.25�e-mi:e. '
13Y LES�EE;
Hazold L. W1�itaker, Ma.yor
rox�esser: CiPy o1 Frie.nc�swood
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S'1'ATb�F TLXnS MCENIC�Y0.1..I,EASE-YURCIiASb qGR2PMP,NT
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