Item 5DCity of Southlake, Texas
MEMORANDUM
July 30, 2003
TO: Billy Campbell, City Manager
FROM: Rick Black, Director of Public Safety (Ext. 2421)
SUBJECT: Resolution No. 03 -044, Authorize the City Manager to enter into a Texas
Municipal Lease - Purchase Agreement between Government Capital
Corporation and the City of Southlake for the procurement of a 2003
Ambulance Type 114 Frazer GPM.
Action Requested: Authorize the City Manager to enter into a lease - purchase agreement with
Government Capital Corporation for the purchase of an ambulance as
approved by Council for FY 02 -03.
Background
Information: The Department of Public Safety currently has two ambulances, one is a
1997 model and the other is a 1995 model. Industry standards indicate that
all primary medical intensive care units (MICU) should be replaced every
five years, however, staff has determined that by leasing a new ambulance
this year and re- chasseing an ambulance next year, DPS would be able to
reduce increased maintenance costs and also reduce the number of times that
mutual aid is requested due to an ambulance out of service. This lease will
also maintain two ambulances primary in the City at all times because a
reserve ambulance can fill in when maintenance is being conducted on the
other two ambulances.
Financial
Considerations: Council approved the lease - purchase option in September 2002 when the
budget was adopted for the amount of $28,000. This lease - purchase option is
presented to you for a six year commitment at 5% interest. The first
payment is due at time of delivery and the five subsequent payments are due
in October of each year. The ambulance will be purchased off of the State
bid, eliminating a bidding process. At the end of the six -year commitment,
the City has the option to send back, trade in or purchase the ambulance for
$1.00. The lease - purchase is paid for through the Fire Services budget.
Financial
Impact: The payment due at time of delivery is $20,000.00. The five subsequent
payments, due in October of each year, total $25,280.05 per year. The total
cost of the ambulance is $146,400.25.
Page 1
Ambulance Lease - Purchase Agreement
Billy Campbell
July 30, 2003
Page 2 of 2
Citizen Input/
Board Review: No Citizen Input. Not subject to board review.
Legal Review: The agreement has been reviewed by City Attorney Debra Drayovitch.
Alternatives: N/A
Supporting
Documents: Texas Municipal Lease - Purchase Agreement
Staff
Recommendation: Place Resolution No. 03 -044 on the August 5, 2003 City Council meeting
agenda for approval.
RB /rh
Page 2
RESOLUTION #03 -044
A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE
PURPOSE OF PROCURING "ONE (1) AMBULANCE TYPE I 14' FRAZER GPM"
WHEREAS, City of Southlake desires to enter into that certain Lease - Purchase
Agreement dated as of August 5, 2003, by and between the City of Southlake and
Government Capital Corporation, for the purpose of procuring "One (1) Ambulance Type
114' Frazer GNP" and Related Services. The City desires to designate James W.
Campbell, City Manager, or designee, as an authorized signer of the Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SOUTHLAKE:
Section 1. That the City enter into a Lease Purchase Agreement with
Government Capital Corporation for the purpose of procuring "One (1) Ambulance Type
114' Frazer GMP" and Related Services.
Section 2 . That the City designates James W. Campbell, City Manager, or
designee, as an authorized signer of the Lease Purchase Agreement dated as of August 5,
2003, by and between the City of Southlake and Government Capital Corporation.
PASSED AND APPROVED by the City Council of the City of Southlake in a meeting
held on the 5 day of August, 2003.
Authorized Signer: Witness:
James W. Campbell, City Manager
Lori Farwell, City Secretary
Page 3
TEXAS MUNICIPAL
LEASE - PURCHASE AGREEMENT
THIS MUNICIPAL LEASE- PURCHASE AGREEMENT No. 3129 (hereafter rtfstred to as "Agreement') dated April 1, 2003, by and between
Government Capital Corporation, a Texas corporation (herein referred to as "Lessor "), and City of Southlake, a political subdivision or agency of the State of
Texas (hereinafter referred to as "Lessee ").
WITNESSETH: Inconsideration of the mutual covenants and conditions hereinafter set forth, the parties bacto agree as follows:
1. Term and Payments. Lessor hereby leases to Lessee and Lessee hereby lessee from Lessor the property described in Exhibit A hereto
(hereinafter, with all replacement parts, substitutions, proceeds, increases, additions, accessions, repairs and accessories incorporated therein or affixed thereto,
referred to as the "Property") for the amounts to be paid in the sum (the "Lease Payments ") and on the dates (the "Lease Payment fates ") set forth in Exhibit B hereto.
Except as specifically provided in Section 2 hereof; the obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shag be absolute and
unconditional in all events and shall not be subject to my setoff defense, counterclaim or recoupment for any reason. The term of the lease hereunder shall
commence upon the acceptance of possession of the Property by Lessee (or acceptance by Lessee of delivery of the fast item of Property if this Agreement involves
multiple items of Property) and shall continue until the end of the Lessee's current fiscal period and thereafter for such additional fiscal periods as are necessary to
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 Property
by executing and delivering to Lessor a Certificate of Acceptance (hereinafter so called) is the foam provided by Lessor.
2. Non - Appropriation and Right of Termination. The obligations of Lessee to make Lease Payments (called for in Exhibit B) and to make
arty other payments to Lessor (or to airy other person) pursuant to this Agreement are subject to appropriation by the Lessee of finds that are lawfully available to
be applied for each purpose. If Lessee fails to make such an appropriation prior to a fiscal period of Lessee for the Lease Payments scheduled in Such fiscal period,
this Agreement shall terminae at the end of the lest fiscal period immediately preceding the fiscal period for which f tads have not been appropriated. The Lessee
aball deliver notice to Lessor of such termination at least forty -fve (45) days prior to each termination, but failure to give such notice shall not prevent the termination
of this Agreememt. Upon my such termination of this Agreement, all of Lessee's right, title and interest in and its obligations under this Agreement and to the Property
shag terminate effective on the last day of the last fiscal period of Lessee for which such an appropriation was made.
3. Taxes. In addition to the Lease Payments to be made putsumtt to Section I hereof; Lessee agrees to the extent pemuiued by law to mdeam*
and hold Lessor harmless from and against and to pay Lessor, as additional rem, on demand, an amount equal to all licenses, assessments, sales, use, real or personal
property, gross receipts or other taxes, levies, imposts, duties or charges, if my, together with my penalties, fines, or interest thereon imposed against or on Lessor,
Lessee or the Property by any govermveutal authority upon or with respect to the Property or the purchase, ownership, rental, possession, operation, return or ask
of or receipt of payments for, the Property , except any Federal or state income taxes, if any, payable by Lessor. Lessee my contest my such taxes prior to payment
provided such contest does not involve any risk of sale, forfeiture or lea of the Property or any interest therein.
4. Lessor's Covenants and Representations. Lessee covenants and represents as follows:
(a) Lessee represent% and will provide an opinion of its counsel to the effect that, it has fail power and authority to enter into this Agreement
which has been duty authorized, executed, and delivered by Lessee and a a valid and binding obligation of Lessee enforce" in accordance with its terms, and all
requirements for execution, delivery and performance of this Agreement have been, or will be, complied with in a timely manner;
(b) Lessee bas budgeted and appropriated for the current fiscal period sufficient funds to make the Lease Payments schedule to came dux
in the current fiscal period an d all other payments expected to come due in the current fiscal period; Lessee currently expects to budget and appropriate sufficient
funds to pay the Lease Payments coming due hereunder in each future fiscal period, of the decision whether to budget and appropriate fords for my future fiscal
period is solely within the discretion of the then current governing body of the Lessee;
(c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority for, authorization of
performance at or expenditure of farina pursuant to, this Agreement;
(d) Information supplied and statements made by Lessee in any financial statement or current budget prior to or comempormeously with the
Agreement ate true and correct;
(e) Lessee has an immediate need for, and expects to make immediate use a& substantially all the Property, which need is not temporary or
expected to diminish in the foreseeable future.
5. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons
only. Lessee shag use the Property only for its proper purposes and will not install, use, operate or maintain the Property improperly, carelessly, or in violation of
my applicable law, ordinance, rule or regulation of any governmental authority, or in a manner contrary to the 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 of the Property until Lessor,
in writing, permits its removal, and the Property shall be used solely in the conduct of the Lessee's operations. Lessee shall obtain, at its expense, all registrations,
permits and licenses, if my, required by kw for the installation and operation of the Property. Any license plate& used on the Property shall be issued in the n®e
of the Lessor. If 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. Maintenance. Lcasor shall not be obligated to make any repairs or replacements. At its own expense, Lessee shall service, repair and maintain
the Property in as good condition, repa appearance and working order as when delivered to Lessee hereunder, ordinary wear and tear kern proper use alone
excepted, and shall replace say and all parts thereof which may from those to time become wom out, lost, stolen, destroyed, m damaged beyond repair or rendered
uo& for intended use, for my reason whatsoever, all of wbich replacements shall be free and clear of all liens, encumbrances and claim of others and shall become
part of the Property and subject to this Agreement. Lessor may, at its option, and if Lcs&cc fails to maintain the equipment and Lessor gives Lessee written notice
discharge such costs, expenses and insurance premiums necessary for the repair, maintenance and preservation of due Property, and all Some so expended Stag be
due from Lessee in addition to rental payments hereunder.
7. Alterations.
(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 my be
necessary or convenient to use the Property fir its intended purposes provided that such equipment or accessories do not impair the value or utility of the Property.
All each equipment and accessories shall be removed by Lessee upon termination of this Agrcemem, provided that my resulting damage Shall be repaired at Lessee's
expense. Any such equipment or accessories not removed shag become the property of Lessor.
(b) Without the written consent of Lessor, Lessee shag not make any other alterations, modifications or improvements to the Property except
as required or permitted hereunder. Any other alterations, modifications or improvements to the Property shall immediately become pm of the Property, subject
to the provisions hereof. Without the prior written consort of Lessor, Lessee shall not affix or attach any of the Property to my real property. The Property shall
remain personal property regardless of whether it becomes affixed or attached to real property or pern meetly rests upon my real property or my improvement
thereon.
Page 4
STATE OF TEXAS MUNICIPAL NBQ LEAS&PURCHASE AGREEMENT
8. Liens. Lessee 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 Property, title thereto or any interest therein, except the respective rights of Lessor and Lessee hereunder.
9. Damage to or Destruction of Property. Lessee shall bear the entire risk of loss, damage, theft or destruction of the Property from my and
every cause whatsoever, and no loss, damage, destruction or other event shall release Lessee from the obligation to pay the full amount of the rental payments or
from any other obligation under this Agreement. In the event of damage to any item of the Property, Lessee will immediately place the same in good 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 in good repair or (b) on the next Lease Payment Date, pay Lessor (i) all
amounts then owed by Lessee to Lessor under this Agreement, including the Lease Payment due on such date, and (11) an amount equal to the applicable Option to
Purchase Value set forth in Exhibit B.
10. Insurance. Lessee shall either be self. insured with regard to the Property or shall purchase and maintain insurance with regard to the Property.
Lessee dull 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 -inured or company insured. Lessee shag, for the term of this Agreement, 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 of a
character similar to the Property. In addition, Lessee shall, for the term of this Agreement, at its own expense, provide casualty insurance with respect to the Property,
insuring against customary risks, coverage at all tunes not less than the amount of the unpaid principal portion of the Lease Payments required to be made pursuant
to Section 1 as of the last preceding Payment Date specified in Exhibit B on which a Lease Payment was made. If 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. Insurance proceeds from casualty losses shall be payable solely to the Lessor, subject to the provisions of Section
9. Lessee dell, upon request, deliver to Lessor evidence of the required coverage together with premium, , receipts, and each insurer shall agree to give Lessor written
notice of run paynrnt of any premimn due and ten (10) days notice prior to cancellation or alteration of any 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, to the extent permitted by law, indemnify, save harmless and, at Lessee's
sole expense, defend Lessor and its agents, employees, officers and directors and the Property against all risk of loss not covered by insurance.
11. Indemnification. Lessee shall indemnify, to the extent permitted by law, and save harmless I.easor and its agents, employees, officers and
directors firm and, at Lessees expense, defend Lessor and its agents, employees, officers and directors against all liability, obligations, losses, damages, penalties,
claim, actions, costs and expenses (including but not limited to reasonable attorneys' fees) of whatweva kind or nature which in my way relate to or arise out of
this Agreement or the ownership, rental, possession, operation, condition, sale or return of the Property. All amounts which become due from Lessee under this
Section 11 shall be credited with any amounts received by the Lessor from issuance provided by the Lessee and shall be payable by Lessee within thirty (30) days
following demand therefor by Lessor and shall survive the termination or expiration of tbis Agreement.
13. No Warranty. EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO THE PROPERTY
MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY, ALL OF WHICH ARE HEREBY ASSIGNED TO LESSEE,
LESSOR MADE AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND ASSUMES NO OBLIGATION WITH
RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY OR FITNESS OF THE PROPERTY DESCRIBED IN EXHIBIT A FOR ANY
PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO SPECIFICATION OR PURCHASE ORDER, ITS DESIGN, DELIVERY,
INSTALLATION OR OPERATION. All such risks shall be bome by Lessee without in any way excusing Lessee from its obligations under this Agreement, and
Lessor dull not be liable to Lessee For my damages on account of such risks. AB claim or actions on any warranty so assigned 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 warranty shall be made payable jointly to Lewce and Lessor.
13. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shall have the option to purchase
not less than all of the Property which is then subject to this Agreement, "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 sixty (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 shat 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 Sena, encumbrances or
security interest as may be created, or permitted and not discharged, by Lessee but without other waranties. 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 seek translating Lessor's interest in the Property to Lessee free from any lien, encumbrance or semudy interest except such as may be created, 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 or constructive delivery of a quitclaim bill of sale coves* the Property, this Agreement shall terminate except as to obligations 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 occurring voluntarily or involuntarily,
by operation of law or pursuant to any order of any court or govermnental agency.
a) Lessee fends to make my payment hereunder when due or within ten (10) days thereafter;
M Lessee fails to comply with my other covenant, condition or agreement of Lessee hereunder for a period of the ten (10) days
after notice thereo$
tin Any representation or warranty made by Lessee hereunder shall be untrue in my material respect w of the date made;
w Lessee makes, permits or suffers my unauthorized assignment, transfer or other disposition of this Agreement or say interest
Imusem, or any part of the Property or any interest therein; or
ram Lessee becomes insolvent; or admits in writing its inability to pay its debts w they mature; or applies for, consents to or
acquiesces in the appointment of a trustee, receives 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 say
bankruptcy, reorganization, debt arrangement, moratorium, or say proceeding under any bm miptcy 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 nay, at its sole discretion, exercise any or all ofthe following
remedies:
o) Enforce this Agreement by appropriate action to collect amounts due or to become due hereunder, by acceleration of otherwise,
or to cause Lessee to perlorm its other obligations hereunder in which event Lessee shall be liable for all costs and expenses incurred by Lessor;
t am Take possession of the Property, without demand or notice and without court order or any process of law, and remove and refer
the same for Lessee's account, in which event Lessee waives m' and all damages resulting therefrom and shall be liable for all costs and expenses incurred by Lessor
in connection therewith and the difference, if any, between the amounts to be paid pursuant to Section I hereof ad the amounts received and to be received by Lessor
in connexion with my such reletting;
Page 5
STATE OF TEXAS M11MCa'AL MMQ 1XASE•PIACWM AGRE MEM
w Terminate this Agreement and repossas 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;
xo Sell the Property or any portion thereof for Lessor's account at public or private sale, for cash or cred 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 rental payments received under a new agreement made for the periods prior to the expiration of this Ageement are
less than the son of (q the costs of such repossession, sale, relocation, storage, reconditioning, relating and reinstallation (including but net limited to reasonable
attorneys' fees), (U) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date specified in Exhibit B, and (U1) 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 sale), all of which shall be
paid to Lessor, Lessor shall retain all such proceeds and Lessee shall remain liable tar any deficiency; or
m Pursue and exercise any other remedy available at law or in equity, in which event Lessee shall be liable for any and all costs
and expenses incurred by Lessor in connection therewith. "Costs and expenses," as that term is used in this Section 14, shall mean, to the extent allowed by law.
(1) reasonable attorneys' fees if this Agreement is referred for collection to an attorney not a salaried employee of Lessor or the holder of this Agreement; (1Q court
costs and disbursements including such costs in the event of any action necessary to secure possession of the Property; and (111) actual and reasonable out -of- pocket
expenses incurred in connection with any repossession or foreclosure, including costs of storing, reconditioning and reselling the Property, subject to the standards
of good faith and commercial reasonableness set by the applicable Uniform Commercial Coda Lessee waives all rights under all exemption laws.
(m Under no circumstances shall Lessee be liable under this subsection 14 (b) for any amount in excess of the sun appropriated
pursuant to Section I hereof for the previous and current fiscal years, less all amounts previously due and paid during such previous and current fiscal years from
amours so appropriated.
15. Termination. Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof lessee shall, upon the expiration
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 gerwral location
of the Property. 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. Assignment. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest
in or otherwise dispose of this Agreement or the Property or any interest in this Agreement or the Property; or (U) sublet or lend the Property or permit S to be used
by anyone other then Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Agreement, the Property and any other documents
executed with respect to this Agreement and/or giant err 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 patties 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 asOpee. No firrther action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge
receipt of such assigomenta in writing if so required. During the term of this Agreement, Lessee shall keep a complete and accurate record of all such assigriments
in form necessary to comply with the United States Internal 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.
Ill. Title. Upon acceptance of the Property by Lessee hereunder, Lessee shell have title to the Property during the term of this Agreement;
however, in the event of (11 an Even of Dc&Wt hereunder and for so long as such Event of Default is continuing, m (U) 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 Losses 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 net limited to reasonable attoneys' 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 DefaulL 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 rate authorized in the Texas Government Code.
21. Notices. Any notices to be given or to be served upon any party hereto in connection with this Agreement trust be in writing and may be given
by certified or registered mad, and shall be deemed to have been given and received forty -eight (48) hours after a registered or certified letter containing such notice,
postage prepaid, is deposited in the United States tail, mend if given otherwise shall be deemed to lave been given when delivered to and received by the party to
whom it is addressed. Such notice shall be given 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 in 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 Property. 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 security interest gamed herein
m ax:&dance with the laws of the applicable jurisdiction. Lessee hereby amhoriza Lessor or its agent or assigns to sign and execute on its behalf any and all
necessary, UCC-1 forms to perfect the Purchase Money Security interest herein above granted to Lessor.
23. Tar Exemption. Lessee acknowledges and agrees that the Lease Payments have been calculated by Lessor assuming that the interest portion
of each Lease Payment is exempt from Federal Income Taxation. Lessee represents, warrants and covenants that it will do or refrain from doing all things necessary
of appropriate to insure that the interest portion of the Lase Payments is exempt fiarn Federal Income Taxation, including, but not Limited to, executing and filing
all information statements required by Section 149(e) of the Internal Revenue Code of 1986, as amended, and timely paying, to the extent of available funds, amounts
required to be rebated to the United States pursuant to Section 148(0 of the Internal Revenue Code of 1986, as amended.
24. Miscellaneous.
(a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and shag give the Lessor immediate
notice of any attachment or other judicial process affecting the Property, and to the extent permitted bylaw, indemnify and save Lessor harmless from any loss or
damage caused thereby. Lessor 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 respect thereto are located.
Page 6
STATE OF TEXAS MUMCIPAL NBQ IMMPURaIkM ACREM M
(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 Internal Revenue Code of 1986 (the "Code ") and Treasury Regulations promulgated thereunder (the "Regulations"), end
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 Regulations.
(c) Lessee agrees to equitably adjust the payments payable under this Agreement if there is a determination for any reason that the interest
payable pursuant to this Agreement (as incorporated within the schedule of payments) is not excludable from income in accordance with the Internal Revenue Code
of 1986, as amended, such as to melee Lessor and its assigns whole.
(d) Thne is of the essence. No covenant or obligations hereunder to be performed by Lessee may be waived except by the written consent
of Lessor, and a waiver of any such covenant or obligation or a forbearance to invoke my 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 arty later time prior to Lessee's cure of the condition
giving rise to such remedy. Lessor's rights hereunder are cumulative and not alternative.
(a) This Agreement shall be construed in accordance with, and governed by, the laws of the State in which the Property is located.
(1) Ibis Agreement constitutes the entire agreement between the parties and shell not be modified, 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 shell 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 shag 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 purposes hereunder.
(1) All transportation charges shall be be= by Lessee. Lessee will immediately entity+ Lessor of any change occurring in or to the Property,
of a change in Lessee's address, or in any fact or chumstance warranted or represented by Lessee to Lessor, or if any Event ofDeffid occurs.
(j) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and ienhde 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 terms or provisions hereof.
m Except as otherwise provided herein, this Agreement shag be binding upon andmure to the benefit of the Parties hereto and the respective
beirs, executors, administrators, legal representatives, successors and assigns, where permitted by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement ea of the day of in the year 2003.
LESSOR: Government Capital Corporation AtrseraNr ME,
raWY®NAMM
W.
Authorized Signer eearr® rms
345 Minn Drive
Southlake, TX 76092
LESSEE: City ofSouthlake A 14 M -M
PBm[®NAr@
BY:
Jemes Campbell, City Manager
1400 Main Street
Southlake, TX 76092
Page 7
STATE OF TEXAS MUMMAL W LEASE•FURCHASE AGREMAW