Ordinance No. 4,61770108-2
® ORDINANCE NO. 4617
AN ORDINANCE ACCEPTING THE BID OF FIRST CONTINENTAL
LEASING CORPORATION FOR THE LEASE -PURCHASE OF EMERGENCY
MEDICAL SERVICE VEHICLES AND EQUIPMENT, STREET SWEEPER,
AND ELECTRONIC METER READING EQUIPMENT AT THE RATE OF
® 6.94% PER ANNUM FOR A PERIOD OF THREE YEARS; AUTHORIZING
THE PAYMENT BY THE CITY OF BAYTOWN OF THE SUM OF THREE
HUNDRED THIRTY-THREE THOUSAND ONE HUNDRED SEVENTY-SIX
AND 40/100 ($333,176.40) DOLLARS; APPROVING CHANGES IN
DOCUMENTS WHICH EXECUTION AND ATTESTATION WAS HERETOFORE
AUTHORIZED; AUTHORIZING THE EXECUTION OF THE VARIOUS
DOCUMENTS NECESSARY TO COMPLETE THE LEASE -PURCHASE; AND
PROVIDING FOR AN EFFECTIVE DATE HEREOF.
WHEREAS, the City Council of the City of Baytown did
authorize the Purchasing Department for the City of Baytown to
advertise for bids for the lease -purchase of emergency medical
service vehicles and equipment, street sweeper, and electronic
meter reading equipment at the rate of 6.94% per annum for a
period of three years to be received November 20, 1986; and
WHEREAS, notice to bidders as to the time and place, when
and where the contract would be let was published pursuant to the
provisions of Section 74 of the Charter of the City of Baytown;
40 and
WHEREAS, all bids were opened and publicly read at City Hall
at 2:00 p.m., Thursday, November 20, 1986, as per published
notice to bidders; and
WHEREAS, the City Council of the City of Baytown, Texas, did
approve the lease -purchase of such equipment, the expenditure of
funds and did authorize the execution of the necessary lease -
purchase and escrow documents in Ordinance No. 4594, passed
November 25, 1986; and
WHEREAS, since since the passage of Ordinance No. 4594 minor
changes have been made in the lease -purchase and escrow documents
approved therein; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown
hereby accepts the bid of First Continental Leasing Corporation
® for the lease -purchase of emergency medical service vehicles and
equipment, street sweeper, and electronic meter reading equipment
at the rate of 6.94% per annum for a period of three years for
the sum of THREE HUNDRED THIRTY-THREE THOUSAND ONE HUNDRED
SEVENTY-SIX AND 40/100 ($333,176.40) DOLLARS, and authorizes
payment thereof.
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70108-2a
Section 2: That the Mayor and City Clerk are hereby
45 authorized to execute and attest the lease -purchase agreement and
escrow agreement with First Continental Leasing Corporation, a
copy of which is attached hereto and identified as Exhibit "A"
and made a part hereof by reference for all purposes, and that
® the City Manager and various appropriate department heads are
authorized to execute all documents necessary to complete the
lease -purchase transaction, such as the Certificate with Respect
to Qualified Tax-exempt Obligations, (Exhibit "D" to the Lease -
Purchase Agreement).
Section 3: This ordinance shall take effect immediately
from and after its passage by the City Council of the City of
Baytown.
Section 4:
vote of the City
of January, 1987.
INTRODUCED, READ, and PASSED by the affirmative
Council of the City of Baytown, this the 8th day
WWI, 10,
/1i"'/��
• ff •
ATTEST:
", , ", ) 140
EILEEN P. HALL, City Clerk
RANDALL B. STRONG, City torney
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Date of Lease: January 6, 1987 Lease No.
EQUIPMENT LEASE -PURCHASE AGREEMENT
Lessor: FIRST CONTINENTAL LEASING CORPORATION
Address: 2301 Cedar Springs, Suite 300, Dallas, Texas 75201
Lessee: THE CITY OF BAYTOWN
Address: P.O. Box 424, Baytown, Texas 77522
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the items of
Equipment (the "Equipment") described in. Exhibit A attached to this Equipment Lease -
Purchase Agreement (the "Lease"), upon the following terms and conditions:
1. Certain Defined Terms. In addition to the terms defined elsewhere in this Lease,
the following terms have the meanings given below unless the context clearly requires
otherwise;
"Authorized Officer," when used with respect to Lessee, means the Mayor or any
other officer of Lessee who is designated in writing by the Lessee as an Authorized Officer for
purposes of this Agreement. The term "Authorized Officer," when used with respect to the
Lessor, means the President, any Vice President, Secretary, Assistant Secretary or Treasurer
of Lessor or any other officer of Lessor who is designated in writing by the Board of Directors
of Lessor as an Authorized Officer for purposes of this Agreement.
"Contractor" means one or more manufacturers or vendors from whom Lessor shal-1
purchase the Equipment, and their successors.
"Equipment Costs" means all costs of payment of, or reimbursement for,
acquisition and installation of the Equipment.
"Escrow Agreement" means that certain Escrow Agreement Relating to Equipment
by and among Lessor, Lessee, and First Interstate Bank of Oregon, N.A. (Escrow Agent), dated
as of January 6, 1987.
2. Lease of Equipment. Lessor hereby demises, leases and lets to Lessee, and Lessee
rents, leases and hires from Lessor, the Equipment in accordance with the provisions of this
Agreement, to have and to hold for the Lease Term, as hereinafter defined. Upon and during
installation of the Equipment,, all leasehold rights granted to Lessee by Lessor under this
Agreement shall vest in Lessee, without any further action on the part of Lessor.
3. Purchase Agreements, Acquisition of Equipment. Lessor hereby irrevocably
appoints Lessee as its agent in connection with the . acquisition and installation of the
Equipment in accordance with such plans and specifications and other purchase agreements as
shall be approved or entered into by Lessee (the "Purchase Agreement"). Lessee represents
that it is Lessee's good faith intention to enter into Purchase Agreements for the acquisition
or installation of the Equipment and that Lessee shall use its best efforts to do so;
notwithstanding the foregoing representation, Lessee represents, warrants and covenants that
in no event shall Lessee fail to enter into one or more Purchase Agreements totalling at least
$100,000.00 in value within six months from the date of this Lease. Further, Lessee
represents, warrants and covenants that it shall, after entering into such Purchase
Agreements, proceed with due diligence to complete the acquisition and installation of the
Equipment and that it shall have completed the acquisition and installation of all of the
Equipment to be obtained pursuant to this Lease by no later than June 30, 1988. Lessee will
pay directly to one or more Contractors prior to each request for disbursement by the Escrow
Agent, any amounts by which the remaining costs of the Purchase Agreements exceeds the
balance of funds on deposit with the Escrow Agent.
4. Acceptance. Prior to disbursements under the Escrow Agreement by Escrow
Agent, either directly to one or more Contractors or in reimbursement of advance payments
by Lessee, for all or a portion of the property accepted by Lessee pursuant to this Lease and
the Purchase Agreements, Lessee shall furnish Lessor with a requisition requesting
disbursement in the form prescribed in the Escrow Agreement accompanied by an Acceptance
® Certificate (herein so called) in the form attached hereto as Exhibit C for that portion of the
Equipment for which payment is being requested. Upon the delivery to Lessor of such
instruments, Lessee shall be conclusively presumed to have accepted that portion of the
Equipment and related services and labor represented by the requisition.
5. Term. The term of this lease will commence on the date Lessor deposits the sum
of $300,000.00 (the "Proceeds") with the Escrow Agent as provided in :the Escrow Agreement,
and, unless earlier terminated as expressly provided for in this Lease, -will continue until the
Expiration Date set forth in Exhibit B attached hereto (hereinafter She "Lease::Term"). Lessor
shall cause the deposit required by the Escrow Agreement to be-.made,,;pu suant to the terms
of and on such date as provided in the Escrow Agreement.
EXHIBIT A
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6. Rent. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so
called), including the interest portion, equal to the amounts specified in Exhibit B. The Lease
Payments will be payable without notice or demand at the office of the Lessor (or such other
place as Lessor or its assignee may from time to time designate in writing), and will
commence on the first Lease Payment date as set forth in Exhibit B and thereafter on the
dates set forth in Exhibit B. Any payments received later than ten.00) days from the due date
will bear interest at the highest lawful rate from the due date. Except as specifically provided
in Section 7 hereof, the Lease Payments will be absolute and unconditional in all events and
will not be subject to any set-off, defense, counterclaim, or recoupment for any reason
whatsoever.
® Lessee reasonably believes that funds can be obtained sufficient to make all Lease
Payments during the Lease Term and hereby covenants that it will do all things lawfully within
its power to obtain, maintain and properly request and pursue funds from which the Lease
Payments may be made, including making provisions for such payments to the extent necessary
in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts
to have such portion of the budget approved and exhausting all available administrative
reviews and appeals in the event such portion of the budget is not approved. It is Lessee's
intent to make Lease Payments for the full Lease Term if funds are legally available therefor
and in that regard Lessee represents that the use of the Equipment is essential to its proper,
efficient and economic operation.
7. Nonappropriation of Funds. In the event no funds or insufficient funds are
appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal
period for Lease Payments or any other payments due under this Lease, then the Lessee will
immediately notify the Lessor or its assignee of such occurrence and this Lease shall
terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease
Payments herein agreed upon for which funds shall have been appropriated and budgeted or are
otherwise available. In the event of such termination, Lessee agrees to peaceably surrender
possession of the Equipment to Lessor or its assignee on the date of such termination, packed
for shipment in accordance with manufacturer specifications and freight prepaid and insured
to any location in the continental United States designated by Lessor. Lessor will have all
legal and equitable rights and remedies to take possession of the Equipment.
Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease
under the provisions of this Section if any funds are appropriated to it, or by it, for the
acquisition, retention or operation of the Equipment or other equipment performing functions
similar to the Equipment for the fiscal period in which such termination occurs or the next
succeeding fiscal period thereafter, and (ii) that it will not during the Lease Term give priority
in the application of funds to any other functionally similar equipment. This paragraph will
not be construed so as to permit Lessee to terminate this Lease in order to acquire any other
equipment or to allocate funds directly or indirectly to perform essentially the same
application for which the Equipment is intended.
S. Limitation on Warranties. Lessee acknowledges and agrees that the Equipment is
of a size, design, and capacity selected by Lessee, that Lessor is neither a manufacturer nor a
vendor of such equipment, and that LESSOR HAS NOT MADE, AND DOES NOT HEREBY
MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED,
WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY,
DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY
RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES
OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, AND LESSOR
SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL,
OR OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING
OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT
AND THE MAINTENANCE THEREOF.
Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of
Default has occured hereunder and is continuing, all manufacturer's warranties, if any,
expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain
the customary services furnished in connection with such warranties at Lessee's expense.
9. Authority and Authorization. Lessee represents, covenants and warrants, and as
requested by Lessor, will deliver an opinion of counsel addressed to Lessor to the effect that:
(i) Lessee is a fully constituted political subdivision or agency of the State of the Equipment
Location; (ii) the execution, delivery and performance by the Lessee of this Lease have been
® duly authorized by all necessary action on the part of the Lessee; and (iii) this Lease
constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with
its terms. Lessee agrees that (i) it will do or cause to be done all things necessary to preserve
and keep the Lease in full force and effect, (ii) it has complied with all bidding requirements
where necessary and by due notification presented this Lease for approval and adoption as a
valid obligation on its part, (iii) it has sufficient appropriations or other .funds available to pay
all amounts due hereunder for the current fiscal period, and {iv) it has sufficient funds
available to pay directly all costs of preparing sites for the equipment.
10. Title. Upon acceptance of the Equipment by Lessee hereunder, title to the
Equipment will vest in Lessee; provided, however, that (i) in the event of termination of this
Lease by Lessee pursuant to Section 4 hereof; (ii) upon the occurrence of an Event of Default
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hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the
purchase option has not been exercised prior to the Expiration Date, title will immediately
vest in Lessor or its assignee.
11. Security Interest. In order to secure all of its obligations hereunder, Lessee hereby
(i) grants to Lessor a first and prior security interest in any and all right, title and interest of
Lessee in the Equipment and in all additions, attachments, accessions, and substitutions
thereto, and on any proceeds therefrom, (ii) agrees that this Lease may be filed as a financing
statement evidencing such security interest, and (iii) agrees to execute and deliver all
financing statements, certificates of title and other instruments necessary or appropriate to
evidence such security interest.
® 12. Personal Property. The Equipment 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 Equipment 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 landlord or mortgagee waiver with respect
to the Equipment. In addition, upon execution of this Lease, Lessee shall furnish to Lessor a
certificate executed by an engineer or architect, said engineer or architect being approved by
Lessor and being not affiliated with any Contractor, certifying that any portion of the
Equipment which constitutes a building or structure is structurally relocatable and is and will
remain personal property.
13. Use; Repairs. Lessee will use the Equipment in a careful manner for the use
contemplated by the manufacturer for the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating to, and will pay all costs, claims,
damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its
expense, will keep the Equipment in good repair and furnish all parts, mechanisms and devices
required therefor. If the Equipment is such as is customarily covered by a maintenance
agreement, Lessee will furnish Lessor with a maintenance agreement with a party satisfactory
to Lessor.
14. Alterations. Lessee will not make any alterations, additions or improvements to
the Equipment without Lessor's prior written consent unless such alterations, additions or
improvements may be readily removed without damage to the Equipment.
15. Location; Inspection. The Equipment will not be removed from, or if the
Equipment consists of rolling stock, its permanent base will not be changed from, the
Equipment Location without Lessor's prior written consent which will not be unreasonably
withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during
reasonable business hours to inspect the Equipment or observe its use and operation.
16. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens
and encumbrances except those created under this Agreement. Lessee shall pay, when due, all
charges and taxes (local, state and federal) which may now or hereafter be imposed upon the
ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding
however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, and
taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and
taxes. If Lessor pays any charges or taxes for which Lessee is responsible or liable under this
Agreement, Lessee shall reimburse Lessor therefor.
17. Risk of Loss; Damage; Destruction. Lessee assumes all risk of loss of or damage to
the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor
defect therein not unfitness or obsolescence thereof shall relieve Lessee of the obligation to
make Lease Payments or to perform any other obligation under this Lease. In the event of
damage to any item of Equipment, 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 Equipment is lost, stolen, destroyed or damaged beyond repair,
Lessee at the option of Lessor will: either (a) replace the same with like equipment in good
repair; or (b) on the next Lease Payment date, pay Lessor: (i) all amounts then owed by Lessee
to Lessor under this Lease, including the Lease Payment due on such date; and (ii) an amount
equal to the applicable Concluding Payment set forth in Exhibit B. In the event that Lessee is
obligated to make such payment with respect to less than all of the Equipment, Lessor will
provide Lessee with the pro rata amount of the Lease Payment and the Concluding Payment to
be made by Lessee with respect to the Equipment which has suffered the event of loss.
18. Insurance. Lessee will, at its expense, maintain, at all times during the Lease
Term, fire and extended coverage, public liability and property damage insurance with respect
to the Equipment in such amounts, covering such risks, and with such insurers as shall be
® satisfactory to Lessor, or, with Lessor's prior written consent, may self -insure against any or
all such risks. In no event will the insurance limits be less than the amount of the then
applicable Concluding Payment with respect to such Equipment. Each insurance policy will
name Lessee as an insured and Lessor or its assigns as an additional insured and loss payee, and
will contain a clause requiring the insurer to give Lessor at -least thirty (30) days prior written
notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds
of any such policies will be payable to Lessee and Lessor or its:assigns as their interests may
appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will
deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been
permitted to self -insure, Lessee will furnish Lessor with a letter or certificate to such effect.
In the event of any loss, damage, injury or accident involving the Equipment, Lessee will
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promptly provide Lessor with written notice thereof and make available to Lessor all
information and documentation relating thereto.
19. Indemnification. Lessee shall indemnify Lessor against, and hold Lessor harmless
from, any and all claims, actions, proceedings, expenses, damages or liabilities, including
attorney's fees and court costs, arising in connection with the Equipment, including, but not
limited to, its selection, purchase, delivery, possession, use, operation, rejection or return and
the recovery.of claims under insurance policies thereon.
20. Purchase Option. Upon thirty (30) days prior written notice from Lessee to Lessor,
and provided that there is no Event of Default, or an event which with notice or lapse of time,
or both, could become an Event of Default, then existing, Lessee will have the right to
purchase the Equipment on the Lease Payment dates set forth in Exhibit B by paying to Lessor,
on such date, the .Lease Payment then due together with the Concluding Payment amount set
forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will
transfer any and all of its right, title and interest in the Equipment to Lessee as is, without
warranty, express or implied, except that Lessor will warrant to Lessee that the Equipment is
free and clear of any liens created by Lessor.
21. 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 Lease or the Equipment or any interest in this Lease or the Equipment, or (ii) sublet or
lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any
other documents executed with respect to this Lease and/or grant or assign a security interest
in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the
rights of Lessor under this Lease. No assignment or reassignment of any of Lessor's right, title
or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have
received a duplicate original counterpart of the document by which the assignment or
reassignment is made, disclosing the name and address of each such assignee; provided,
however, that if such assignment is made to a bank or trust company as paying or escrow agent
for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a
copy of the agency agreement shall have been deposited with Lessee until Lessee shall have
been advised that such agency agreement is no longer in effect. DURING THE LEASE TERM
LESSEE SHALL KEEP A COMPLETE AND ACCURATE , RECORD OF ALL SUCH
ASSIGNMENTS IN FORM NECESSARY TO COMPLY WITH THE INTERNAL REVENUE CODE
OF 1986, SECTION 149(e), AND THE REGULATIONS, PROPOSED 'OREXISTING, FROM TIME
TO TIME PROMULGATED THEREUNDER. Subject to the foregoing, this Lease inures to the
benefit of and is binding upon the heirs, executors, administrators, successors and assigns of
the parties hereto. No further action will be required by Lessor or by Lessee to evidence the
assignment, but Lessee will acknowledge such assignments in writing if so requested.
22. Events of Default. The term "Event of Default", as used herein, means the
occurrence of any one or more of the following events:
(a) Lessee fails to make any Lease Payment (or any other payment) as it
becomes due in accordance with the terms of this Lease, and any such failure continues for ten
(10) days after the due date thereof;
(b) Lessee fails to perform or observe any other covenant, condition, or
agreement to be performed or observed by it hereunder and such failure is not cured within
twenty (20) days after written notice thereof by Lessor; or
(c) The discovery by Lessor that any statement, representation, or warranty
made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in
connection herewith is false, misleading, or erroneous in any material respect.
23. Remedies. Upon the occurrence of an Event of Default, and as long as such Event
of Default is continuing, Lessor may, at its option, exercise any one or more of the following
remedies:
(a) By written notice to Lessee, declare an amount equal to all amounts then due
under this Lease and all remaining Lease Payments due during the Lease Term to be
immediately due and payable, whereupon the same shall become immediately due and payable;
(b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it
will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in
Section 4 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is
located and take immediate possession of and remove the same;
(c) Sell or lease the Equipment or sublease it for the account of Lessee, holding
Lessee liable for all Lease Payments and other payments due to the effective date of such
selling, leasing or subleasing and for the difference between the purchase price, rental and
other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or
sublease and the amounts payable by Lessee hereunder; and
(d) Exercise any other right, remedy or privilege which may be available to it
under applicable laws of the state of the Equipment Locatipn-:or any other applicable law or
proceed by appropriate court action to enforce the terms-of -this Lease or to recover damages
for the breach of this Lease or to rescind this Lease as to any or all of the Equipment.
In addition, Lessee will remain liable for all covenants and • nderYihities -under this
0Lease and for all legal fees and other costs and expenses, includingc-ocg
urt sts, ;incurred by
Lessor with respect to the enforcement of any of the remedies listed,aboveor,any other
remedy available to Lessor.
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24. Notices. All notices to be given under .this Lease shall be made in writing and
marled by certified mail, return receipt requested, to the other party at its address set forth
herein or at such address as the party may provide in writing from time to time. Any such
notice shall be deemed to have been received five days subsequent to mailing.
25. Section Headings. All section headings contained herein are for the convenience of
reference only and are not intended to define or limit the scope of any provision of this Lease.
26. Governing Law. This Lease shall be construed in accordance with, and governed by
the laws of, the state of the Equipment Location.
27. Delivery of Related Documents. Lessee will execute or provide, as requested by
® Lessor, such other documents and information as are reasonably necessary with respect to the
Transaction contemplated by this Lease. At the request of Lessor, Lessee will furnish Lessor
annual financial statements of Lessee within forty-five days after the end of Lessee's fiscal
year.
28. Entire Agreement; Waiver. This Lease, together with the Acceptance Certificate
and other attachments hereto, and other documents or instruments executed by Lessee and
Lessor in connection herewith, constitute the entire agreement between the parties with
respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered,
or changed except with the written consent of Lessee and Lessor. Any provision of this Lease
found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any
term, covenant or condition hereof shall not operate as a waiver of any subsequent breach
thereof.
29. Termination Due to Nondelivery or Nonacceptance of the Equipment. If
.Contractor fails to deliver or if Lessee fails to accept all or any portion of the Equipment by
June 30, 1988 the Lessee shall immediately pay Lessor or its assigns the balance of any funds
then remaining in the Escrow Fund created by the Escrow Agreement to prepay a portion of its
principal obligation under the Lease in accordance with Section 31 below. if no portion of the
Equipment has been delivered by Contractor and accepted by Lessee prior to June 30, 1988,
then Lessee shall, subject to Section 7 hereof and Section 3.05 of the Escrow Agreement,
immediately pay Lessor or its assigns the Concluding Payment Amount due as of the last Lease
Payment date prior to June 30, 1988, plus accrued but unpaid interest thereon, and this Lease
shall terminate.
30. Failure of Contractor to Perform. Lessor shall have no liability or obligation to
Lessee for failure of the Contractor to perform in accord with the provisions of the Purchase
Agreement. Such failure to perform or any other breach by Contractor shall in no way modify
Lessee's obligation to pay the Lease Payments as set forth in Section 6 hereinabove.
31. Partial Prepayment. In the event the Escrow Agent makes a payment to the Lessor
or its assigns pursuant to Sections 3.02(d) or 3.05 of the Escrow Agreement, then Lessor agrees
(i) to accept such payment as a prepayment of a portion of the Lessee's principal obligations,
(ii) apply such payment on the next Lease Payment date, or on the date of receipt if such date
is a Lease Payment date, to the remaining principal amounts due, and (iii) reduce the
remaining Lease Payments, including the applicable principal and interest portions, and
Concluding Payment amounts shown on Exhibit B. Such reduction shall be an amount equal to
the product of multiplying a fraction whose numerator is the amount paid by the Escrow Agent
pursuant to Sections 3.02(d) or 3.05 of the Escrow Agreement and whose denominator is the
Concluding Payment amount shown on Exhibit B opposite the next Lease Payment date after
Lessor receives the above amount from the Escrow Agent, or the Concluding Payment amount
shown on Exhibit B opposite the date of receipt if such date is a Lease Payment date, times
--each remaining Lease Payment, the principal portion thereof, the interest portion thereof,
and each remaining. Concluding Payment amount, respectively. Lessor will provide Lessee
with a revised Exhibit B reflecting such reductions.
32. Tax Exempt Interest. 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 or appropriate to insure that the interest portion
of the Lease Payments is exempt from 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 and timely paying, to the extent of available funds, amounts required to
be rebated to the United States pursuant to Section 148(f) of the Internal Revenue Code of
1986.
33. Additional Provisions. Any amendments to the standard language of this Lease will
be set forth in Exhibit D attached hereto.
FIRST CONTINENTAL THE CITY OF.-BAYTOWN
LEASING CORPORATION
By: By:
Title: Title: _.
L'
EXHIBIT A
THE CITY OF BAYTOWN
DESCRIPTION OF EQUIPMENT
Quantity — Descri
ption
Serial No.
Ambulances, Street Sweepers
K, I
EQUIPMENT LOCATION
220 Defee Street
Baytown, Texas
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*To be completed upon Lessee's acceptance of Equipment
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® * Payment Number 1 is due 30 days after the date Lessor deposits the Proceeds
with the Escrow Agent. The remaining 35 payments are due monthly thereafter.
0
EXHIBIT B
®
PAYMENT SCHEDULE
PAGE ONE OF ONE
®
Lessee:
The City of Baytown
Fiscal Period:
October 1 - September 30
Expiration Date:
CONCLUDING
NO. DATE
------------------
PAYMENT
------------------------------------------------------
_____________________________________________________9.2254.90
INTEREST
PRINCIPAL
PAYMENT
9.254.90
1.73S.00
7, 519.90
'296. 054.56
9,254,90
1,691.51
7.563.39
288,304.60
2
9,254.90
1,647.77
7.607.13
280,515.25
4 -
9,254.90
1.603.77
7,651.13
272,666.30
9.254.90
1.559.52
7,695.38
264.817.56
6
9,2254.90
1,515.02
7,739.88
2256.908.82
7
9,254.90
1.470.26
7,784.64
248,959.87
B
9,254.90
1.425.23
7,829.67
240,970.52
9
- ------------------------------------------------------------------------------
9.254.90
1.379.95
7.B74.95
232, 940. 55
10
9.254.90
1,334.41
7.920.49
224,869.76
11
9.254.90
1,288.60
.7,966.30
216.757.95
12
9,254.90
1,242.53
8.012.37
P08.604.90
13
9.254.90
1,196.19
8,058.71
200.410.41
14
9.254.90
1.149.598.105.31
192.174.26
15
9,254.90
1.102.71
8,152.19
183,896.25
16
9.254.90
1,055.56
8.199.34
175, 576. 16
17-
9,254.90
1,008.14
8,246.76
167.213.77
IB
9,254"90
960.45
8.294.45
158,808.87
19
9.254.90
9122.48
8,342.42
150.361.25
®
20
9,254.90
864.23
8.390.67
141,870.69
221
-------------------------------------------------------------------------------
9,254.90
615.71
8,439.19
133.336.97
-
9.254.90
766.90
8, 48B. 00
124. 759. 87
23
9.2254.90
717.81
8,537.09
116,139.17
24
9.254.90
668.44
6.58F.46
107, 474. 64
9,2254.90
618.78
8,636.12
98,766.07
26
9.254.90
568.64
8.686.06
90.01.:.23
227
9,254.90
518.60 -
8,736.30
81,2215.90
28
9.254.90
468.OB
8.786.82
72,373.85
29
9.2254.90
417.26
8,637.64
63,486.85
30
9.254.90
366.15
8.888.75
54,554.67
• --31
9,254.90
314.74-
8,940.16
45.577.09
32
9,254.90
263.04
S1991.86
36, 553.67
33
---------------------------------r
9,254.90
2211.04
9,043.86
27,484.79
34
9.254.90
158.73
9,096.17
10.369.60
"
35
9,2254.90
106.13
9,148.77.
9,208.08
36
9,254.90
53.23
9,201.67
0. 00
® * Payment Number 1 is due 30 days after the date Lessor deposits the Proceeds
with the Escrow Agent. The remaining 35 payments are due monthly thereafter.
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EXHIBIT C
0 ACCEPTANCE CERTIFICATE
THE CITY OF BAYTOWN, as lessee under that certain LEASE -PURCHASE
® AGREEMENT dated as of January b,. 1987 (the "Lease") with FIRST CONTINENTAL
LEASING CORPORATION as lessor ("Lessor"), hereby acknowledges receipt in good
condition of all of the property described on the attached Exhibit "A", hereby accepts such
property and hereby certifies that the Lessor has fully and satisfactorily performed all
covenants and conditions to be performed by it under the Lease with regard to such
property, that such property is fully insured in accordance with Section 18 of the Lease and
that such property constitutes all or a portion of the Property as that term is defined in the
Lease.
DATE: , 198
THE CITY OF BAYTOWN
B Y:
NAME:
ITS:
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EXHIBIT D
CERTIFICATE WITH RESPECT TO QUALIFIED
® TAX-EXEMPT OBLIGATIONS
1, the of The City of Baytown (the "Lessee"), am duly
charged with the authority for executing that certain Equipment Lease -Purchase
Agreement dated as of January 6, 1987 (the "Agreement") by and between Lessee and
First Continental Leasing Corporation and do hereby certify as follows:
1. This Certificate with Respect to Qualified Tax -Exempt Obligations (the
"Certificate") is executed for the purpose of establishing that the Agreement has been
designated by Lessee as a qualified tax-exempt obligation of Lessee for purposes of
Section 265 (b)(3) of the Internal Revenue Code of 1986 (the "Code").
2. Lessee is a political subdivision of the State of Texas.
3. . The Agreement is being issued in calendar year 1987.
4. No portion of the gross proceeds of the Agreement will be used to make or
finance loans to persons other than governmental units or be used in any trade or business
carried on by any person other than a governmental unit.
5. No portion of the payment of principal of, or the interest on, the Agreement is
directly or indirectly (i) secured by any interest in property used or to be used for a
private business use, or payments in respect of such property, or (ii) to be derived from
payments (whether or not to the Lessee) in respect of property, or borrowed money, used
or to be used for a private business use.
6. Lessee has designated the Agreement as a qualified tax-exempt obligation for
purposes of the Code, pursuant to a resolution adopted by the governing body of Lessee on
198____.
® 7. In calendar year 1987, Lessee has designated $300,000.00 of tax-exempt
obligations (including the Agreement) as qualified tax-exempt obligations. Including the
Agreement herein so designated, Lessee will not designate more than $10,000,000 of
obligations issued during calendar year 1987 as qualified tax-exempt obligations.
S. Lessee reasonably anticipates that the total amount of tax-exempt obligations
(other than private activity bonds) to be issued by Lessee during calendar year 1987 will
not exceed $10,000,000.00.
9. For purposes of this Certificate, the amount of tax-exempt obligations stated
as either issued or designated as qualified tax-exempt obligations includes tax-exempt
obligations issued by all subordinate entities of Lessee, as provided in Section 265(b)(3)(E)
of the Code.
10. This Certificate is based on facts and circumstances in existence on this date.
IN WITNESS WHEREOF, I have set my hand this day of
, 1987.
NAME:
TITLE:
n
THE CITY OF BAYTOWN
Lessee
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ESCROW AGREEMENT .
RELATING TO EQUIPMENT
by and among
CITY OF BAYTOWN, TEXAS
FIRST CONTINENTAL LEASING CORPORATION,
and
FIRST INTERSTATE BANK OF OREGON, N.A.
as the Escrow Agent
I
Dated as of January 6 , 19 87
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ARTICLE II
RECITALS AND REPRESENTATIONS
2.01 Lease Purchase Agreement ......................... 4
2.02 Deposit of Moneys .............................. 5
2.03 Lease Payments ..................... 5
2.04 Conditions Precedent Satisfied ................... 5
(i)
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
1.01 Definitions
......................................
2
®
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(J)
(k)
(1_)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
Closing Date ...........................
Closing Memorandum .....................
Code ...................................
Deposit Account ........................
Earnings Account .......................
Excess Amount .................. ......
FCLC...................................
Final Rebate Determination Date........
Gross Proceeds .........................
Income Amount ..........................
Issue Anniversary Date .................
Issue Date .............................
Lease -Purchase Agreement ...............
Nonpurpose Obligations .................
Permitted Investments ..................
Principal Office .......................
Prohibited Payment .....................
Special Rebate Fund.
Tentative Rebate Amount ................
Yield ..................................
2
2
2
2
2
2
2
2
2
3
3
3
3.
3
3
3
4
4
4
4
1.02 Rules of
Construction ............................
4
ARTICLE II
RECITALS AND REPRESENTATIONS
2.01 Lease Purchase Agreement ......................... 4
2.02 Deposit of Moneys .............................. 5
2.03 Lease Payments ..................... 5
2.04 Conditions Precedent Satisfied ................... 5
(i)
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ARTICLE IV
COVENANTS, DEFAULT AND LIMITATION OF LIABILITY
4.01 Lessee to Perform Lease -Purchase Agreement....... 9
4.02 FCLC to Perform Lease -Purchase Agreement......... 9
4.03 No Obligation with Respect to Performance by
Escrow Agent ........................ 9
4.04 No Liability by Escrow Agent ..................... 9
4.05 No Responsibility for;Sufficiency................ 10
4.06 Indemnification to Escrow Agent .................. 10
ARTICLE V
THE ESCROW AGENT
5.01 Appointment of Escrow Agent ...................... 10
5.02 Acceptance of Appointment ........................ 10
5.03 Escrow Agent; Duties, Removal and Resignation.... 10
5.04 Compensation of the Escrow Agent ................. 11
5.05 Protection tot he Escrow Agent ................... 11
ARTICLE VI
AMENDMENT; DEFEASANCE; ADMINISTRATIVE PROVISIONS
6.01 Amendment ........................................ 13
6.02 Escrow Agent to Keep Records ..................... 13
6.03 Notices .......................................... 13
6.04 Governing Law. .................... 14
15.
Page
®
ARTICLE III
RECITALS AND REPRESENTATIONS
®
3.01
Escrow Fund.. ....................................
5
3.02
Administration of the Escrow Fund ................
5
3.03
Deposit and Investment of Moneys in Escrow Fund..
6
3.04
Establishment and Application of Special Rebate
Fund..........................................
7
3.05
Termination Due to Nondelivery or Nonacceptance
of the Equipment ..............................
9
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ARTICLE IV
COVENANTS, DEFAULT AND LIMITATION OF LIABILITY
4.01 Lessee to Perform Lease -Purchase Agreement....... 9
4.02 FCLC to Perform Lease -Purchase Agreement......... 9
4.03 No Obligation with Respect to Performance by
Escrow Agent ........................ 9
4.04 No Liability by Escrow Agent ..................... 9
4.05 No Responsibility for;Sufficiency................ 10
4.06 Indemnification to Escrow Agent .................. 10
ARTICLE V
THE ESCROW AGENT
5.01 Appointment of Escrow Agent ...................... 10
5.02 Acceptance of Appointment ........................ 10
5.03 Escrow Agent; Duties, Removal and Resignation.... 10
5.04 Compensation of the Escrow Agent ................. 11
5.05 Protection tot he Escrow Agent ................... 11
ARTICLE VI
AMENDMENT; DEFEASANCE; ADMINISTRATIVE PROVISIONS
6.01 Amendment ........................................ 13
6.02 Escrow Agent to Keep Records ..................... 13
6.03 Notices .......................................... 13
6.04 Governing Law. .................... 14
15.
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EXHIBITS
Exhibit A - Form of Requisition Requesting Disbursement
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6.05,--,
Severability .....................................
14
6,.0.6::.:-,,-..-Bindi,ng.
on Successors ............................
14
6.07
'Hea-dings............................ o ............
14
6.08
Execution in Counterparts ........................
14
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EXHIBITS
Exhibit A - Form of Requisition Requesting Disbursement
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ESCROW AGREEMENT
RELATING TC EQUIPMENT
`THI,S-ESCROW AGREEMENT RELATING TO EQUIPMENT made and
enter.e;8--_ i._G",14�a of January 6 19 87 ( the "Agreement") , by and
amonghrCi`tykof Baytown, jexas (the "Lessee" ) ,First Interstate Bank of Oregon,N.
i (the "Escrow`Adent"), and FIRST CONTINENTAL LEAS_NG CORPOR"TION, a
® corporation duly- o-rga-rrized and existing under the laws of the
State of Texas (-"-FCLC") ;
W I T N E S S E T H:
In consideration of the mutual agreements and covenants
herein contained and for other valuable consideration, the
parties hereto agree as follow:
ARTICLE 1
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Definitions. Terms defined in the Lease
Purchase Agreement and capitalized herein shall, for purposes of
this Agreement, have the meanings given them in the Lease --
Purchase Agreement unless the context requires otherwise. The-
terms
heterms defined below shall have the meanings given to them.
is (a) Closing Date. The term "Closing Date" means the date
on which the Escrow Agent executes the Closing Memorandum.
(b) Clcsinc Memorandum. The term "Closing Memorandum"
means the closing memorandum to be executed by the Lessee and
Escrow Aaent.
(c) Code. The term "Code" means the Internal Revenue
Code of 1986, as amended.
(d) Denosit Account. The term "Deposit Account" means
the deposit account established and maintained pursuant to
Section 3.04 hereof as a part of the Special Rebate Fund.
(e) Earninas Account. The term "Earnings Account" means
the earnings account established and maintained pursuant to
Section 3.04 hereof as part of the Special Rebate Fund.
(f) Excess Amount. The term "Excess Amount" is an amount
equal to the Tentative Rebate Amount as of an Issue Anniversary
Date or Final Rebate Determination Date over the net amount
theretofore deposited in the Deposit Account.
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I- The The term "FCLC" means First Continental
Leasing,�rCorporanon, its successors and assigns.
ra
„-LAK
®
(h'):. -"Final Rebate Determination Date. The term "Final
Rebate Determinat-i_on-,.Date" means the date on which the Escrow
Fund is closed pursuant to Section 3.02(d) or Section 3.05.
(i) Gross Proceeds. The term "Gross Proceeds" means,
with respect to the Lease -Purchase Agreement, original proceeds,
investment proceeds, transferred proceeds, sinking fund
proceeds, amounts invested in a reasonably required reserve or
replacement fund, securities or obligations pledged as security
for payment of any amounts to be disbursed hereunder, and any
other amounts used to pay any amounts to be delivered hereunder,
together with any earnings from the investment of the foregoing.
(j) Income Amount. The term "Income Amount" means as of
any Issue Anniversary Date or Final Rebate Determination Date
the aggregate income attributable to amounts held in the.Deposit
Account.
(k) Issue Anniversary Da,�e. The term "Issue Anniversary.
Date" means each anniversary of the Issue Date.
(1) Issue Date. The term "Issue Date" means the Closing
Date.
(m) Lease -Purchase Agreement. The term "Lease -Purchase
Agreement" means that certain Equipment Lease -Purchase Agreement
between FCLC as lessor and the Lessee as lessee, dated as of
January 6 , 19 87.
(n) Nonpurpcse Obligations. The term "Nonpurpose
Obligations means any security or obligation, other than an
obligation described in Section 103(a) of the Code, in which
Gross Proceeds are invested and which is not acquired to carry
out the governmental purpose of the Lease -Purchase Agreement.
(o) Permitted Investments. The term "Permitted
Investments." means, to the extent permitted by applicable law:
(i) Bonds or interest-bearing notes or obligations
of the United States, or those for which the faith and
credit of the United States are pledged for the payment of
principal and interest;
(ii) Bonds or interest-bearing notes or obligations
that are guaranteed as to principal and interest by a.
federal agency of the United States; and
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(iii;),: Certificates of deposit issued by a nationally
;or s:�tate".c'hartered bank or savings and loan association;
;pro -ded=that the principal amount of any such
® certficat-e of deposit in excess of the amount insured by
the FDIC or FSLIC shall be fully secured and
collateralized by the pledge and deposit of securities
described in (i) and (ii) above with a market value or par
value, whichever is less, equal to such uninsured excess
principal amount.
(p) Principal Office. The term "Principal Office", when
used with respect to the Escrow Agent, means the principal .
office of the Escrow Agent situated in Portland Oregon at
which the Escrow Agent conducts its corporate trust business.
(q) Prohibited Payment. The term "Prohibited Payment"
means any payment or agreement to pay, to a party other than the
United States, an amount that is required to be paid to the
United States by entering into a transaction that reduces the
amount owed to the United States.pursuant to Section 3.04 hereof
because such transaction results in a smaller profit or'a larger
loss than would have resulted if the transaction had been at__
arm's length and had the Yield on the issue not been relevant to
either party.
(r) Special Rebate Fund. The term "Special Rebate Fund"
means the fund created in Section 3.04 hereof.
(s) Tentative Rebate Amount. The term "Tentative Rebate
Amount" means the excess; as of a date specific and with
reference to the Lease -Purchase Agreement, of (i) the aggregate
amount earned from the Issue Date until said date specific on
all Nonpurpose Obligations, other than the aggregate amount
earned on and attributable to such excess, over (ii) the
aggregate amount which would have been earned on the Nonpurpose
Obligations over the same period had such Nonpurpose Obligations
been invested at a rate equal to the Yield on the Lease -Purchase
Agreement, all as determined in accordance with Section 148 of
the -Code and any -regulations promulgated thereunder, plus (iii)
the aggregate amount earned on and attributable to such excess.
(t) Yield. The term "Yield" means the yield determined
on the basis of the issue price within the meaning of Section
1273 or 1274 of the Code.
Section 1.01. Rules of Construction. Words of the
masculine and feminine genders shall be deemed and construed to
include the neuter gender. Unless the context otherwise.
indicates, the singular number shall include the plural number
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and vice vers:a,.,and words importing persons shall include
corppt6tdons.' and:associations, including public bodies, as well
as nat'uxal persons.
"hereby",
.. 11 "herein", The terms hereby "hereof",
, p hereto herein ,
"hereunder" and -ctiy similar terms, as used in this Agreement,
refer to this Agreement.
ARTICLE II
RECITALS AND REPRESENTATIONS
Section 2.01. Lease Purchase Agreement. FCLC and the
Lessee have entered into an Equipment Lease -Purchase Agreement
dated as of January 6 , 1987 whereby FCLC has agreed to lease
and sell certain Equipment to the Lessee and the Lessee has
agreed to lease and purchase said Equipment from FCLC. Under
the terms of the Lease -Purchase Agreement, FCLC and the. Lessee..
agree that the Lessee shall provide for the acquisition and;::.
installation of the Equipment. t
Section 2.02. Deposit of Moneys. Under the Lease -
Purchase Agreement, in order to induce the Contractor to
construct and install the Equipment and to assure the Lessee
that the Equipment Costs will be paid without delay and that the
Equipment will be available for purchase and lease without
delay, FCLC is required to deposit, or cause to be deposited on
its behalf, with the Escrow Agent, the sum of $300,000.00
Section 2.03. Lease Payments. Under the Lease -Purchase
Agreement, the Lessee is obligated to pay to FCLC or its assigns
Lease Payments for the purchase and lease of the Equipment.
Section 2.04. Conditions Precedent Satisfied. All acts,
conditions and things required by law to exist, happen and be
performed precedent to and in connection with the execution and
entering into of this Agreement have happened and have been
performed in regular and due time, form and manner as required
by law.,: and the parties hereto are now duly empowered to execute
and enter into this Agreement.
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ARTICLE III
ES:TABL.ISHMENT AND ADMINISTRATION OF ESCROW FUND
Section 3.01-.- Escrow Fund. There is hereby established
with the Escrow Agent a special trust fund to be designated the
City of Baytown, Texas Acquisition Fund referred to
herein as the "Escrow Fund". The Escrow Agent shall keep the
Escrow Fund separate and apart from all other funds and moneys
held by it. On the Closing Date the Escrow Agent agrees to
receive and deposit in the Escrow Fund the sum of $300,000.00
Section 3.02. Administration of the Escrow Fund.
(a) The Escrow Agent shall administer the Escrow Fund as
provided in this Section 3.02.
(b) Amounts in the Escrow Fund shall be disbursed for
Equipment Costs.
(c) Disbursements from the Escrow Fund shall be made�by*
the Escrow Agent upon receipt of a Requisition Requesting ;;',.I.f
Disbursement in form attached hereto as Exhibit A, executed` ---by
an Authorized Officer of the Lessee.
®
So long as the Escrow Agent relies in good faith upon the
requisition provided for above, it shall have no liability on
account of disbursements from the Escrow Fund.
(d) After completion of the acquisition of the Equipment,
the Lessee shall deliver to the Escrow Agent the certificate of
an Authorized Officer of the Lessee setting forth the Acceptance
Date and the amount of money, if any, required for the payment
of the remaining Equipment Costs. Upon receipt by the Escrow
Agent of the certificate of an Authorized Officer of the Lessee
stating that all Equipment Costs have been paid and that no
claim or claims against the Lessee out of which a claim based on
furnishing labor or materials exists or might ripen, the Escrow
Agent shall transfer to the Special Rebate Fund any amount due
pursuant. to Section 3.04 hereof and shall pay the balance of any
amounts remaining in the Escrow Fund to FCLC or its assigns on
behalf of the Lessee to be applied to prepay a portion of the
Lessee's principal obligations under the Lease -Purchase Agreement
pursuant to Section 31 of the Lease -Purchase Agreement, and the
®
Escrow Fund shall be closed.
(e) No amounts shall be withdrawn or transferred from or
paid out of the Escrow Fund except as in this Article III
provided.
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Section 3.03. Deposit and Investment of Moneys in Escrow
Fund �.-
® (a) All moneys held by the Escrow Agent in the Escrow
Fund established -pursuant to this Agreement shall be invested
and distributed i -n -accordance with the provisions of this
Section 3.03 and Section 3.04 hereof.
(b) The Escrow Agent shall invest amounts on deposit in
the Escrow Fund in United States Treasury State and Local
Government Series or certificates of deposit issued by a
commercial bank, which certificates of deposit qualify as
Permitted Investments. Such investments shall be made so that
no Excess Amount will be realized from such investment and so
that no Prohibited Payment will result from such investment. If
for any reason all or a portion of such moneys are not so
invested, the Escrow Agent shall deposit or invest such moneys
in Permitted Investments so as to obtain the highest yield which
the Escrow Agent deems reasonably practicable, having due regard
for the protection of the interests of the Lessor in such moneys
and for the dates upon which such moneys will be required for
uses and purposes specified in phis Agreement.
(c) All interest or income on the Escrow Fund shall be
applied first as provided in Section 3.04 hereof and the
balance, if any, together with amounts transferred to the Escrow
Fund pursuant to the last paragraph of Section 3.04(b) hereof
shall be paid to Lessee annually.
(d) All funds or accounts established by this Article IV
shall be used solely for deposit of Gross Proceeds.
(e) The Escrow Agent shall not make any Prohibited
Payments with respect to investment of the Gross Proceeds.
(f) The Escrow Agent shall not be liable for any loss
resulting from the making or disposition of any investment
pursuant to the provisions of this Section 3.03, and any such
losses shall be charged to the account with respect to which
such investment was made.
Section 3.04. Establishment and Application of Special
Rebate Fund.
® (a) There is hereby established with the Escrow Agent a
special trust fund designated " City of Baytown, Texas
Special Rebate Fund" referred to herein as the
"Special Rebate Fund." Such account shall be maintained by the
Escrow Agent until the Escrow Fund is closed pursuant to Section
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3.02(d'Y or Section 3.05 hereof, or, if later, until all payments
required. to: be made to the United States pursuant to this
Section 3.04 ---are made. Within the Special Rebate Fund, an
® Earnings Account and a Deposit Account are established, all to
be held by the Escrow -.Agent for the benefit of the United States
and to be maintai=ned for so long as the Special Rebate Fund is
required to be maintained.
(b) The Income Amount shall be paid into the Earnings
Account within ten (10) days after each Issue Anniversary Date
and the Final Rebate Determination Date, out of moneys then
available in the Deposit Account.
Immediately following a payment into the Earnings Account,
but in any event within ten (10) days after each Issue
Anniversary Date and of the Final Rebate Determination Date, the
Excess Amount shall be deposited into said Deposit Account by
transfer from the Escrow Fund, provided that such transfers
shall be made only to the extent the Excess Amount is
attributable to earnings or investments of moneys held in the
Escrow Fund.
For purposes of determining any Income Amount or any
Tentative Rebate Amount, income shall be determined in
accordance with federal income tax accounting principles, taking
into account, for example, gains and losses realized on the
disposition of investments; excluding transaction costs incurred
in acquiring, carrying, selling or redeeming any investment; and
disregarding the fact that the recicient of such income might
not otherwise be subject to federal income taxation.
To the extent that, upon any Issue Anniversary Date, the
net amount theretofore deposited into the Deposit Account in
respect of the issue exceeds the Tentative Rebate Amount
determined as of said date, such excess in the Deposit Account
shall be transferred to the Escrow Fund and applied in
accordance with 3.03 hereof.
(c) The amounts in the Special Rebate Fund shall be used
solely for the payment to the United States of amounts described
in Section 148(f) of the Code, and any regulations promulgated
thereunder except to the extent such amounts are to be
transferred to the Escrow Fund pursuant to Section 3.04(b)
hereof. Such payment shall be made in accordance with the
® requirements of the Code, and any regulations promulgated
thereunder. It is anticipated that the first and only payment
shall be made within sixty (60) days of the Final Rebate
Determination Date. If for any reason the Final Rebate Date
shall not occur on or before the fifth issue Anniversary Date,
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® the p'a.ymentshall be made in installments with the first
ins.ta.-l;lmen.t:: be•i.ng made within thirty days after the end of the
fifth ';:-lss�ue Anniversary Date. Each subsequent installment of
such payment shall be made within five years of the making of
the next preceding-ins-tallment, andthe last installment of such
payment shall be --made within sixty (60) days of the Final Rebate
Determination Date.
If, upon the occasion of any payment to the United States
in accordance with the preceding sentence, the amount available
in the Special Rebate Fund for such purpose is insufficient
therefor, the Lessee shall be liable for the deficiency, and the
Escrow Agent shall make written demand on the Lessee for payment
of such deficiency and upon receipt by the Escrow Agent such
payment shall be applied to the amount due the United States.
The Escrow Agent shall retain records relating to the
calculation of amounts to be paid to the United States for six
years after the last Lease Payment.
(d) All interest or income received by the Escrow Agent
on investment of the Earnings Account shall be retained in the
Earnings Account. All interest'or income received by the. Escrow
Agent on the investment of the Deposit Account shall be retained
in the Deposit Account until paid into the Earnings Account
pursuant to the first paragraph of subsection (b) above.
(e) All interest or income earned on the Escrow Fund as
the result of the acquisition of Nonpurpose Obligations with
Gross Proceeds shall be retained in such accounts until the
Excess Amount is transferred to the Special Rebate Fund pursuant
to this Section 3.04. After such transfer is made, the balance
of such interest or income shall be, pursuant to Section 3.03,
retained in the Escrow Fund.
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.3.05. Termination Due to Nondelivery or Nonacceptance of
the Equipment. Pursuant to Section 29 of the Lease -Purchase
Agreement, if Contractor fails to deliver or if the Lessee fails
to accept all or any portion of the Equipment by June 30 '19 88,
the Escrow Agent shall transfer to the Special Rebate Fund any
amount due pursuant to Section 3.04 hereof and shall pay the
balance of any funds then remaining in the Escrow Fund to FCLC
or its assigns on behalf of the Lessee to be applied to prepay a
portion of the Lessee's principal obligation under the
®
Lease -Purchase Agreement pursuant to Section 31 of the Lease
Purchase A-reement and the Escrow Fund shall be closed. The
Lessee agrees to use such funds and any additional funds
necessary to immediately pay FCLC or its assigns the portion of
the Concluding Payment due, pursuant to Section 29 of the
Lease -Purchase Agreement as of June 30 , 1988.
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Section 4.05. No Responsibility for Sufficiency. The
Escrow Agent shall not be responsible for the sufficiency of the
Lease -Purchase Agreement. The Escrow Agent shall not be
responsible or liable for any loss suffered in connection with
any investment of funds made by it under the terms of and in
accordance with this Agreement. .
Section 4.06. Indemnification to Escrow Agent. The
Lessee hereby agrees to indemnify and save the Escrow Agent
harmless against any liabilities which it may incur in the
exercise and performance of its powers and duties hereunder, and
which are not due to the Escrow Agent's negligence or default.
Indemnification for any tort shall be limited to the extent .and
in the amounts provided for by law. No indemnification shall be
made: under this Section or elsewhere in this Agreement for
willful misconduct, negligence, or default under this Agreement
by the Escrow Agent, its officers, agents, employees, successors
® or assigns.
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ARTICLE IV
COVENANTS, DEFAULT AND LIMITATION OF LIABILITY
®Section
*4.'01. -.Lessee to Perform Lease -Purchase Agreement.
The Lessee covenant --s and agrees with FCLC and any assignee of
FCLC to perform all obligations and duties imposed on it under
the Lease -Purchase Agreement, and to enforce such Lease -Purchase
Agreement against FCLC in accordance with its terms.
Section 4.02. FCLC to Perform Lease -Purchase Agreement.
FCLC covenants and agrees with any assignee of. FCLC to perform
all obligations and duties imposed on it under the
Lease -Purchase Agreement.
Section 4.03. No Obligation with Respect to Performance
by Escrow Agent. Neither the Lessee nor FCLC shall have any
obligation or liability to the Contractor, to any assignee of
Lessor, or to any other party with respect to the performance, by
the Escrow Agent of any duty imposed upon it under this -
Agreement.
Section 4.04. No Liability by Escrow Aaent. The Escrow
Agent makes no representations or warranties as to the title to
the Equipment or as to the performance of any obligations of
FCLC or Lessee.
Section 4.05. No Responsibility for Sufficiency. The
Escrow Agent shall not be responsible for the sufficiency of the
Lease -Purchase Agreement. The Escrow Agent shall not be
responsible or liable for any loss suffered in connection with
any investment of funds made by it under the terms of and in
accordance with this Agreement. .
Section 4.06. Indemnification to Escrow Agent. The
Lessee hereby agrees to indemnify and save the Escrow Agent
harmless against any liabilities which it may incur in the
exercise and performance of its powers and duties hereunder, and
which are not due to the Escrow Agent's negligence or default.
Indemnification for any tort shall be limited to the extent .and
in the amounts provided for by law. No indemnification shall be
made: under this Section or elsewhere in this Agreement for
willful misconduct, negligence, or default under this Agreement
by the Escrow Agent, its officers, agents, employees, successors
® or assigns.
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ARTICLE V
THE ESCROW AGENT
Section 5.01 -..-,Appointment of Escrow'Agent. In
consideration of—the recitals hereinabove set forth and for
other valuable consideration, FCLC and the Lessee hereby agree
to appoint the Escrow Agent to receive, hold, invest and
disburse the moneys paid to it pursuant to the Lease -Purchase
Agreement and the income and earnings thereon for credit to the
Escrow Fund and Special Rebate Fund established by this
Agreement, and to perform certain other functions, all as herein
provided and subject to the terms and conditions of this
Agreement.
Section 5.02. Acceptance of Appointment. In
consideration of the compensation herein provided for, the
Escrow Agent accepts the appointment above referred to, subject
to the terms and conditions of this Agreement.
Section 5.03. Escrow Agent;_Duties, Removal and
Resignation. by executing and delivering this Agreement, the
Escrow Agent accepts the duties and obligations of the Escrow
Agent provided in this Agreement, but only upon the terms and
conditions set forth in this Agreement, and agrees to perform
such duties and obligations as an ordinarily prudent trustee
under a corporate mortgage.
FCLC and the Lessee may by written agreement between
themselves, or any assignee of FCLC may by written request,
remove the Escrow Agent initially a party to this Agreement, and
any successor thereto, and may appoint a successor Escrow Agent,
but any such successor shall be a bank or trust company having a
combined capital (exclusive of borrowed capital) and surplus of
at least Twenty-five Million Dollars ($25,000,000.00) and
subject to supervision or examination by federal or state
authority. If such bank or trust company publishes a report of
condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above
referred to; then for the purposes of this Section the combined
capital and surplus of such bank or trust company shall be
deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.
The Escrow Agent may at any time resign by giving thirty
(30) days written notice to FCLC, the Lessee and any assignee of
FCLC. Upon: receiving such notice of resignation, the Lessee
shall promptly appoint a successor Escrow Agent by an instrument
in writing; provided, however, that in the event that the Lessee
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does not: appoint a successor Escrow Agent within thirty (30)
days -;foi Y,owin.q, receipt of such notice of resignation, FCLC may
appo.`ina;`a..,succ:essor Escrow Agent, and in the event that FCLC
does not appoint, within thirty (30) days after expiration of
the initial thirty (30) day period, such successor Escrow Agent,
the resianing Escrow: Agent may petition the appropriate court
having jurisdiction to appoint a successor Escrow Agent. Any
resignation or removal of the Escrow Agent and appointment of a
successor Escrow Aaent shall become effective upon acceptance of
appointment by the successor Escrow Agent.
Section 5.04. Compensation of the Escrow Agent. FCLC
shall pay Escrow Agent a reasonable fee f.or its services
rendered under this Agreement. The Lessee shall be responsible
for paying any and all brokerage fees or commissions or similar
expenses incurred in the investment and reinvestment of the
Escrow Fund or Special Rebate Fund and all other expenses
incurred in connection with this agreement.
Section.5.05. Protection to the Escrow Agent. The Escrow
Agent shall be protected in acting upon any notice, resolution,
request, consent, order, certificate, report, opinion, bond; or
other paper or document believed by it to be genuine, and to
have been signed or presented by the proper party or parties..
The Escrow Aoent may consult with counsel, who may or may not be
aof counsel to the Lessee or FCLC, and the opinion or advice of
such counsel. shall be full and complete authorization and
protection in respect of any action taken or suffered by it
under this Agreement in eood faith and in accordance therewith.
Whenever the Escrow Agent shall deem it necessary or
desirable that a matter be proved or established prior to taking
or suffering any action under this Agreement, such matter
(unless other evicence in respect thereof be therein
specifica-.1y prescribed) may be deemed to be conclusively proved
and established by a certificate of an Authorized Officer, and
such certificate shall be full warrant for any action taken or
suffered in good faith under the provisions of this Agreement
upon the faith thereof, but in its discretion the Escrow Agent
may in lieu thereof accept other evidence of such fact or matter
or may require such further additional evidence as to it may
seem reasonable.
Except as otherwise expressly provided in this Agreement,
any request order, notice or other direction required or
® permitted to be furnished pursuant to any provision thereof by
the Lessee or FCLC shall be sufficiently executed if executed in
the name of the Lessee or FCLC by an Authorized Officer.
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® The Escrow; Agent either as principal or agent, may also
engage in -or be interested in .any financial or other transaction
with the Lessee or FCLC, and may act as depository, trustee, or
® agent for any assignee of FCLC or other obligations of the
Lessee as freely as df -it were not Escrow Agent hereunder.
The recitals, statements and representations in this
Agreement shall be taken and construed as made on the part of
the Lessee and not by the Escrow Agent and the Escrow Agent does
not assume, and shall not have, any responsibility or obligation
for the correctness of any thereof.
The Escrow Agent may execute any of the trusts or powers
hereof and perform the duties required.of it hereunder by or
through attorneys, agents, or receivers, and shall be entitled
to advice of counsel concerning all matters of trust and its
duties hereunder, and the Escrow Agent shall not be answerable
for the default or misconduct of any such attorney, agent or
receiver selected by it with reasonable care. The Escrow Agent
shall not be answerable for the exercise of any discretion or.
power under this Agreement or for anything whatever in
connection with the funds and accounts established hereunder,
-except only for its own willful misconduct, negligence, or
default.
® The Escrow Agent shall not be required to take notice or
be deemed to have notice of any default hereunder unless the
Escrow Agent shall be specifically notified in writing of such
default by the Lessee, FCLC or the assignee of FCLC. All
notices or other instruments required hereunder to be delivered
to the Escrow Agent must, in order to be effective, be delivered
to the Principal Office of the Escrow Agent, and in the absence
of such notice so delivered, the Escrow Agent may conclusively
assume there is no such default except as. aforesaid.
At any and all reasonable times the Escrow Agent, and its
duly authorized agents, attorneys, experts, engineers,
accountants and representatives, shall have the right fully to
inspect any and all of the Equipment, including all books,
papers and records of the Lessee pertaining to the Equipment and
to take such memoranda from and in regard thereto as may be
desired.
The Escrow Agent shall not be required to give any bond or
® surety in respect of the execution of the said trusts and powers
or otherwise in respect of the premises.
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Befo:rd-'taking such action hereunder, the Escrow Agent may
requi-re, that.• -it be furnished an indemnity bond satisfactory to
it fo.r'the reimbursement to it of all expenses to which it may
be put and to protect it against all liability, except liability
which is adjudicated -to have resulted from the negligence,
willful misconduct -or default of the Escrow Agent, by reason of
any action so taken by the Escrow Agent.
ARTICLE VI
AMENDMENT; DEFEASANCE; ADMINISTRATIVE PROVISIONS
Section 6.01. Amendment. This Agreement may be amended
in writing by agreement among all of the parties.
Section 6.02. Escrow Agent to Keep Records. The Escrow
Agent shall keep a copy of this Agreement and books and records
of all moneys received and disbursed under this Agreement, which
shall be available for inspection by the Lessee, FCLC and any
assignee of FCLC at any time during regular business hours.
Section 6.03. Notices. All written notices to be given
under this Agreement shall be given by mail, first class postage
prepaid, to the party entitled thereto at its address set forth
below, or at such address as the party may provide to the other
parties in writing from time to time.
If to Lessee:
If to FCLC:
City of Baytown, Texas
P.O. Box 424
Baytown, Texas 77522
Attn: Pete Cote
President
First Continental Leasing Corporation
2301 Cedar Springs Road
Suite 300
Dallas, Texas 75201
If to the Escrow
Agent: First Interstate Bank of Oregon, N.A.
1300 Southwest 5th Ave., P.O. Box 2971
Portland, Oregon 97208
ATTN : Alice Garrett
Section 6.04. Governing Law. This Agreement shall be
construed and governed in accordance with the laws of the State
of Texas
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Section 6.08. Execution in Counterparts. This Agreement
may be executed in several counterparts, each of which shall be
deemed an original and all of which shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and attested.
this Agreement by their officers thereunto duly authorized as of
the date and year first written above.
LESSEE:
CITY OF BAYTOWN, TEXAS
BY:
TITLE:
FIRST INTERSTATE BANK OF OREGON, N.A.
as Escrow Agent
BY:
TITLE:
® FIRST CONTINENTAL LEASING CORPORATION
BY.
® TITLE.
``Seet_ion eb,>05.
Severability. Any provision
of this
Agreeinenti.-_foun�d_:-to. be
prohibited by law shall be ineffective
only t:o the extent of
such prohibition, and shall
not invalidate
®
the remaindei`of this
^Binding
Agreement.
Section 6.-a6-.
on Successors. This
Agreement
shall be binding upon
and inure to the benefit of
the parties
and their respective
successors and assigns.
Section 6.07.
Headings. Headings preceding
the text of
the several Articles
and Sections hereof, and the
table of
contents, are solely
for convenience of reference
and shall not
constitute a part of
this Agreement or affect its
meaning,
construction or effect.
Section 6.08. Execution in Counterparts. This Agreement
may be executed in several counterparts, each of which shall be
deemed an original and all of which shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and attested.
this Agreement by their officers thereunto duly authorized as of
the date and year first written above.
LESSEE:
CITY OF BAYTOWN, TEXAS
BY:
TITLE:
FIRST INTERSTATE BANK OF OREGON, N.A.
as Escrow Agent
BY:
TITLE:
® FIRST CONTINENTAL LEASING CORPORATION
BY.
® TITLE.
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EXHIBIT A.
REQUISITION REQUESTING DISBURSEMENT
® In accordance with -the;: terms of that certain Equipment Lease -Purchase
Agreement (the "Lease!')- -dated as of January 6, 1987 between THE CITY OF
BAYTOWN ("City") and FIRST CONTINENTAL LEASING CORPORATION
("FCLC") and further in accordance with the terms of that certain Escrow
Agreement Relating to Equipment dated as of January 6, 1987 by and among the
City, FCLC and FIRST INTERSTATE BANK OF OREGON, N.A. (the "Escrow
Agent"), the City hereby requests a disbursement from the Escrow Account for
certain Equipment Costs. The City hereby represents and warrants for all purposes
that:
1. The amount to be disbursed is $
2. Payment is to be made to
following address:
ATTN:
at the
3. The amount to be disbursed constitutes Equipment Costs pursuant to the
Lease, said amount is required to be disbursed pursuant to an acquisition
contract entered into therefor by or on behalf of the City, or was necessarily
or reasonably incurred, and said amount is not being paid in advance of time,
if any, fixed for any payment.
4. The work relating to such Equipment Costs has been completed or the
materials have been furnished for which disbursement is required.
5. No amount set forth in this Requisition was included in any Requisition
Requesting Disbursement previously filed with the Escrow Agent for which
payment was actually made by the Escrow Agent.
6. If the amount to be disbursed constitutes final payment for all or a portion of
the Equipment, there is attached hereto as Attachment I an original of the
Acceptance Certificate, executed by an Authorized Officer of the City, for
that Equipment for which payment is being requested.
7. Acquisition and installation of the applicable portion of the Equipment for
which payment is being requested has been completed in accordance with
plans and specifications approved by the City and in accordance with the
terms and conditions of the acquisition contract. Said applicable portion of
the Equipment is suitable and sufficient for the expected uses thereof, but
this statement is made without prejudice to any rights against third parties
which exist at the date hereof or which may subsequently come into being.
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8. The City has made such investigation of such sources of information as are
deemed necessary, including pertinent records of the City, and is of the
opinion that the applicable portion of the Equipment has been fully paid for
and'7_no`ciaim- or claims exist against the City or vendor of the Equipment out
of'•- which ..a° lien: based on furnishing labor or material exists or might ripen.
However', -..there. is excepted from the foregoing statement any claim or claims
arising our of' which a lien exists or might ripen and which claim or claims the
® City intends to contest, which claim or claims are described as follows:
(Describe claim or claims or indicate affirmatively that the City does not
intend to contest any such claims.)
9. Funds are on deposit in the Escrow Account sufficient to make payment of
the full amount which might in any event be payable in order to satisfy such
claim or claims contested by the City and described in this or any previous
Requisition.
10. If the amount to be disbursed constitutes a final payment for all or a portion
of the Equipment, there is attached hereto as Attachment II a copy of an,
executed and filed UCC -1 form, certificate of title, title application,
® manufacturers statement of origin or other appropriate financing statements
evidencing the security interest of FCLC or its assignee in that Equipment
for which payment is being requested.
THE CITY OF BAYTOWN
B Y:
NAME:
TITLE:
DATE:
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ATTACHMENT "I"
ACCEPTANCE CERTIFICATE
THE CITY OF BAYTOWN, as lessee under that certain LEASE -PURCHASE
AGREEMENTdated as of January 6, 1987 (the "Lease") with FIRST CONTINENTAL
LEASING CORPORATION as lessor ("Lessor"), hereby acknowledges receipt in good
condition of all of the property described on the attached Exhibit "A", hereby accepts such
property and hereby certifies that the Lessor has fully and satisfactorily performed all
covenants and conditions to be performed by it under the Lease with regard to such
property, that such property is fully insured in accordance with Section 18 of the Lease and
that such property constitutes all or a portion of the Property as that term is defined in the
Lease.
DATE: 198
THE CITY OF BAYTOWN
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NAME:
ITS:
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- Executed and Filed UCC -1 or Other Financing Statement
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®H -GAC COOPERATIVE PURCHASING
ORDER FOP.!+. FOR HALF -TON PICKUP TRUCKS -- LONGBED (86-17)
® PLEASE ORDER THE LONGBED HALF -TON PICKUP TRUCK(S) AS SPECIFIED BELOW FOR:
C "+2g o -P aqa etowv\
ADDRESS: 9. O.6box tf..24
DELIVERY ADDRESS: -2.-4-o '7 Moo*.-_+ S+.
CITY/STATE: F ZIP CODE: -771,20
CONi.4C? PERSON: iSo bb r Q0u,1-t✓ems PHONE NUMBER:
PERSON TO RECEIVE ORDER (IF OTHER THAN CONTACT PERSON): C o+�'
DESCRIPTION
QUANTITY PRICE, EACH TOTAL PRICE
Dodge 0-150 truck
a
$9,005.00
10, o 10. 00
OPTIONAL EQUIPMENT:
Undercoatina
.2
$75.00
'
Full rustproofing, including roof and
hood
a
$75.00-
15'0.0"
302 C.I.D., 8 cyl./2 bbl. engine
$398.00
Heavy duty shocks
$65.00
18 amp alternator with 8 cylinder only
STD.
4,900 lb. GVW (including power brakes
and
front stabilizer bar)
$65.00
5,000 Ib. GVW (including power brakes
and
front stabilizer bar and heavy duty
rear springs)
$118.00
6,050 Ib. GVW (including power brakes
and
front stabilizer bar, heavy duty front
springs,
and extra capacity rear springs)
$341.00
Factory auxiliary gas tank
$100.00
Sliding rear window
$96.00
Pushbutton .AM radio, credit option
$96.00
Inside dome light
std.
External molding -- I" full length of
vehicle
$142.00
Grille guard -- Pal 500 or equal
$155.00
Intermittent windshield wipers-
a
$51.00—
51.00Carpeting
"
Carpeting
$31.00
Front stabilizer bar
$65.00
Heavy duty springs, front and rear
$65.00
Parts and service manuals -one set
I
$90.00`
oto. o0
PLEASE CONTACT DEALERSHIP (MIKE HALL
DODGE. GARY BOGUSZ,
713-695-2455) BEFORE MAKING
COLOR SELECTIONS:
Exterior:
Special one -tone paint (minimum
10 units):
$56.00
0 Interior:
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Sionature
Title
Date
PRICES HONORED UNTIL APRIL 30, 1987
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Total cost of truck(s) r IS 6,0.7.00
Administrative fee
H -GAC member agencies (3%)
Non-member agencies (61)
SSS S, oc.
TOTAL AMOUNT: I'll 067. 0(_
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H -GAC COOPERATIVE PURCHASING
ORDER FORM FOR HALF -TON PICKUP TRUCKS -- SHORTBED (86-16)
® PLEASE ORDER THE SH/}ORTBED HALF -TON PICKUP TRUCK(S) AS SPECIFIED BELOW FOR:
C; +1- 04 IJQy I N
ADDRESS: V 3 box xaY
DELIVERY ADDRESS: 3,Po o +J. Pia S� • (,' a-a�c
CITY/STATE: 800, +o .a L, Tx. ZIP CODE: '?7so
CONTACT PERSON: (306 Dab• r e PHONE NUMBER: (-713 i Baa - ss -71
PERSON TO RECEIVE ORDER (IF OTHER THAN CONTACT PERSON): (Ja t" C1 (A:.
DESCRIPTION QUANTITY PRICE, EACH TOTAL PRICE
Oodoe 0-150 truck
OPTIONAL EQUIPMENT:
Undercoating
Full rustproofing, including roof and hood
302 C.I.D, 8 cyl.
Heavy duty shocks
78 amo alternator with 8 cylinder only
4,800 Ib. GVW (including power brakes and
front stablizer bar)
®5,000 Ib. GVW (including power brakes and
front stabilizer bar)
Factory auxiliary gas tank
Sliding rear window
Pushbutton AM radio, credit option
External molding -- I" full length of vehicle
Grille guard -- Pal 500 or equal
Intermittent windshield wipers
Carpeting
Heavy duty springs, front and rear
Parts and service manuals -one set
PLEASE CONTACT DEALERSHIP (MIKE HALL DODGE, GARY BOGUSZ,
Exterior:
Special one -tone paint (minimum 10 units):
Interior:
$8,853.00 's 0 'a T3, 00
l $75.00-
}75.00
1 $75.00
"'7s.
$398.00-
398.00-$65.00STD.
$65.00-
STD.
$65.00
$118.00
$100.00
$96.00
($96.00)
$142.00
$155.00 . S 00
$51.00 /
$31.00
$65.00
$90.00./ ' 9
713-695-2455) BEFORE MAKING COLOR SELECTIONS:
$56.00
Total cost of truck(s) r G (o o -7. o
Administrative fee
H -GAC member agencies (3t) y a � 25
Non-member agencies (6%)
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1987 HALF -TON TRUCKS - SHORTBED -- PAGE 2
Signature 2}a.w..4 C�
Title
Date
PRICES HONORED UNTIL APRIL 30, 1987
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