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HomeMy WebLinkAboutRES 20-121RESOLUTION NO. 20-121 WHEREAS, on March 17, 2020, the City Council of the City of Beaumont, Texas adopted Resolution No. 20-050 approving a lease purchase agreement to reimburse the City for the purchase of one (1) Fire Pumper Truck in the amount of $749,488.00; and, WHEREAS, bids were requested for a fixed interest rate to finance the truck with the first annual payment in arrears following the purchase of the truck which was on January 30, 2020; and, WHEREAS, the total lease purchase cost including interest of $60,622.95 is $810,110.95; and, WHEREAS, bids were received for a five (5) year lease purchase agreement for the lease purchase of a Pierce Velocity Fire Pumper Truck; and, WHEREAS, K S State Bank, of Manhattan, Kansas, submitted a bid at a fixed interest rate of 2.65% and, WHEREAS, the City Council is of the opinion that the bid submitted by K S State Bank of Manhattan, Kanas, is in the best interest of the City of Beaumont and should be accepted; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the statements and findings set out in the preamble to this resolution are hereby, in all things, approved and adopted; and, THAT the bid submitted by K S State Bank, of Manhattan, Kansas, for a five (5) year lease purchase agreement at a fixed interest rate of 2.65% and a total lease purchase cost of $810,110.95, as shown on Exhibit "A," attached hereto, for the lease purchase of a Pierce Velocity Fire Pumper Truck, be accepted by the City of Beaumont. THAT the City Manager be and he is hereby authorized to execute a five (5) year lease purchase agreement with K S State Bank, of Manhattan, Kansas, substantially in the form attached hereto as Exhibit "B," for the purposes described herein. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 9th day of Eli,� ., ivi City of Beaumont Bid Tab 9 Bid Number: PF0420-12 Bid Name: Fixed Interest Rate Lease Purchase Financing Agreement Bid Open Date: May 28, 2020 KS Statebank Fixed Interest Rate Term Manhattan, KS. Four (4)'Year 2.59% Five (5) Year 2.65% EXHIBIT "A" (Reference: Bid No. PF0420-12) LEASE PURCHASE AGREEMENT BETWEEN ' The City of Beaumont, as Lessee and KS STATE BANK , as Lessor THIS LEASE PURCHASE AGREEMENT (the Lease), is by and between KS STATE BANK as LESSOR, a limited liability company duly organized and existing under the laws of the State of Texas, whose address is: P. O. BOX 69, MANHATTAN, KS 66502 , and the City of Beaumont, a political subdivision of the State of Texas, as LESSEE (the City), whose address is: P. O. Box 3827, Beaumont, Texas 77704-3827. WITNESSETH: WHEREAS, the City is authorized by law to acquire such items of personal property as are needed to carry out its governmental functions, and to acquire such personal property by entering into a lease with the options to purchase; and WHEREAS, the City has determined that it is necessary for it to acquire under this Lease certain items of personal property described herein as the Property; and WHEREAS, Lessor is willing to acquire and lease such Property to the City pursuant to this Lease; the parties hereto recite and agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1 Definitions. The terms defined in this Section, shall for all purposes of this Lease, have the following meanings: Business Day: Each day on which the City is open for business. Contractor: Each manufacturer or vendor from whom the City has ordered or contracted for the manufacture, delivery, construction, and/or installation of the Property. Fiscal Year: The twelve (12) month fiscal period of the City which commences on October 1 in every year and ends on the following September 30. Page 1 of 26 EXHIBIT "B" Interest: The portion of any Rental Payment designated as and comprising interest as shown in the attached Exhibit "B" as now or hereafter constituted. Net Proceeds: Any insurance proceeds or condemnation award, paid with respect to any Property, remaining after payment therefrom of all expenses incurred in the collection thereof. Non -appropriation: The failure of the City Council of the City to appropriate money for any Fiscal Year sufficient for the continued performance of this Lease by the City with respect to any Property Group, which may be evidenced by a budget ordinance or resolution which does not appropriate any moneys to pay the Rental Payments due under this Lease with respect to such Property Group for a designated Fiscal Year. Payment Date: The date upon which any Rental Payment is due and payable as provided in Exhibit "B" as now or hereafter constituted. Permitted Encumbrances: As of any particular time; (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to the provisions of Section 7.3 hereof, permit to remain unpaid, (ii) this Lease and amendments hereto, (iii) and Lessor's interest in the Property. Principal: The portion of any Rental Payment designated as principal in the attached Exhibit "B" as now or hereafter constituted. Pro e Individually or collectively as the context requires, the personal property designated by the City, which shall be described in the attached Exhibit "A" as now or hereafter constituted. Property Group: The Property listed on any addendum of Lease Exhibit "A," comprising a single purchase of a group of items, equipment, construction of building, or associated products. Purchase Option Price: With respect to the Group of Property listed on any single addendum of Exhibit "A," the amount designated and set forth opposite each Payment Date in the addendum of the attached Exhibit "B" relating to such Property Group. Rental Pam The payment due from the City to Lessor on each Payment Date as shown on Exhibit "B .11 Specifications: The bid specifications and contract documents which the City has executed. Term of this Lease or Lease Term: The period during which this Lease is in effect as specified in Section 4.1. Section 1.2 Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit "A": Attached addendum comprising of a schedule describing each Property Group being leased by the City pursuant to this Lease, including serial numbers thereof which shall be inserted when available, each schedule comprising a number of pages numbered consecutively, each addendum containing the description of all Property comprising a Property Group. Exhibit "B": A schedule to be completed by Lessor as provided herein and furnished to the City as provided in Section 3.2, comprising pages to be consecutively numbered, and each page to contain the date and amount of each Rental Payment coming due during the Lease Term with Page 2 of 26 respect to the Property Group listed on the corresponding addendum of Exhibit "A," the amount of such Rental payments comprising Principal and Interest, the price at which the City may exercise its option to purchase Lessor's interest in such Property Group in accordance with Article X, and the due date of each Rental Payment. Exhibit "C": A form of Certificate of Acceptance of the City indicating that the Property Group described therein has been constructed in accordance with the Specifications, and has been accepted by the City, the date on which Rental Payments shown on the page of Exhibit "B" relating thereto shall commence, and that certain other requirements have been met by the City. Exhibit "D": A form of opinion of counsel to the City as to the organization, nature, and powers of the City; the validity, execution, and delivery of this Lease and various related documents; the absence of litigation; and related matters. Exhibit "E": Certificate of Incumbency. Exhibit "F": Copy of the Reimbursement Resolution. Exhibit "G": Payment information as provided by successful bidder. ARTICLE II REPRESENTATION, COVENANTS, AND WARRANTIES Section 2.1 Representations, Covenants, and Warranties of the City. The City represents, covenants, and warrants as follows: (a) The City is a municipal corporation and political subdivision of Texas, duly organized and existing under the Constitution and laws of the State. (b) The City is authorized under the Constitution and laws of Texas to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (c) The City Manager has been duly authorized to execute and deliver this Lease by the official action of the City's governing body, the City Council. (d) In authorizing and executing this Lease, the City has complied and/or will comply with all public bidding laws applicable to this Lease and the acquisition of the Property by the City. (e) The City will not pledge, mortgage, or assign this Lease, or its duties and obligations hereunder to any other person, firm, or corporation except as provided under the terms of this Lease. (f) The City will use the Property during the Lease Term only to perform essential governmental functions. (g) Upon the request and direction of Lessor, the City will take all affirmative actions legally within its power necessary to ensure that the Interest portion of the Rental Payments does not become includible in gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and Treasury Regulations Page 3 of 26 promulgated thereunder (the Regulations). (h) Upon delivery and installation of any Property Group, the City will provide to Lessor a completed and executed copy of a Certificate of Acceptance relating thereto in the form attached hereto as Exhibit "C." (i) Upon the execution of this Lease, the City will provide the Lessor an opinion of its legal counsel in the form attached hereto as Exhibit "D." (j) Upon the request and direction of Lessor, the City will submit to the Secretary of the Treasury an information reporting statement at the time and in the form required by the Code and Regulations, and furnished by Lessor. (k) The City shall take or has taken such appropriate official action by its governing body to approve the placement of any Property Group under the terms and conditions of this Lease. Section 2.2 Representation, Covenants and Warranties of Lessor. Lessor represents, covenants, and warrants as follows: (a) Lessor is a corporation duly organized, existing and in good standing under and by virtue of the laws of the State of Texas, or is duly qualified and in good standing as a foreign corporation authorized to transact business in the State of Texas; has power to enter into this Lease, is possessed of full power to own and hold personal property, and to lease the same; engages in the leasing of personal property such as the Property in the ordinary course of business; and has duly authorized the execution and delivery of this Lease and all addenda thereto. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions, or provisions of any restriction, Agreement, or instrument to which Lessor is now a party or by which Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Property except Permitted Encumbrances. ARTICLE III LEASE OF PROPERTY Section 3.1 Property Delivery: Documentation. Lessor shall furnish to the City completed copies of Exhibit "A" and "B" relating to each Property Group. Upon delivery of any Property Group, the City shall inspect.such Property, and if such Property meets the City's Specifications contained in the contract relating thereto, the City shall provide to Lessor a completed and executed copy of a Certificate of Acceptance relating thereto in the form attached hereto as Exhibit "C." Lessor and the City shall take all actions necessary to vest legal title to the Property Group in the City, and to perfect a security interest in favor of Lessor or a person, firm, or corporation designated by Lessor. However, Lessor will not be shown as a lienholder on the instrument of title. Lessor shall pay Contractor or reimburse City for any payment it made to a Contractor for a Property Group within three (3) business days after receipt of the following in form and substance satisfactory to Page 4 of 26 Lessor: (a) an Exhibit "A" and Exhibit "B" executed by Lessor and City; (b) an Exhibit "C" executed by City; (c) a motion or other evidence of official action taken by or on behalf of the City to authorize acquisition of the property group on the terms provided in Exhibit "A"; (d) Contractor's invoice(s) and/or bill(s) of sale relating to the Property Group, and if such invoices have been paid by City, evidence of payment thereof and, if applicable, evidence of official intent to reimburse such payment as required by the Regulations; (e) as applicable, financing statements executed by City as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application if any of the Property Group is subject to certificate of title laws; (f) a completed and executed Form 8038-G or -GC or evidence of filing thereof with the Secretary or Treasury; and (g) within three (3) business days of Lessor's receipt of the documents listed above in (a)-(g) in form and substance satisfactory to Lessor, Lessor shall make full payment to Contractor(s) or City of all funds applicable to the accepted Property Groups by either wire transfer or overnight delivery of a check at the direction of the Purchasing Manager. Section 3.2 Lease. Lessor hereby leases all Property made subject to this Lease to the City, and the City hereby leases such Property from Lessor, upon the terms and conditions set forth in this Lease. Section 3.3 Possession and Enioyment. Lessor hereby covenants to provide the City during the Term of this Lease with the quiet use and enjoyment of the Property, and the City shall during the Term of this Lease peaceably and quietly have and hold and enjoy the Property, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Lease. Lessor will, at the request of the City and at the City's costs, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent Lessor lawfully may do so. Section 3.4 Lessor's Access to Property. The City agrees that Lessor shall have the right at all reasonable times to examine and inspect the Property. The City further agrees that Lessor shall have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by the City to perform its obligations hereunder. ARTICLE IV TERM OF LEASE Section 4.1 Lease Term. This Lease shall be in effect for a Term commencing upon its date of execution and ending as provided in Section 4.5. Page 5 of 26 Section 4.2 Termination by the City. In the sole event of Non -appropriation relating to any particular Property Group or specific item within a Property Group, the City shall have the right to terminate this Lease with respect to such Property Group or specific item, at the end of any Fiscal Year of the City. The City may effect such termination by giving Lessor a written notice of termination with respect to such Property Group and by paying to Lessor any Rental Payments and other amounts with respect to such Property Group which are due and have not been paid at or before the end of its then current Fiscal Year. The City shall endeavor to give notice of such termination not less than sixty (60) days prior to the end of such Fiscal Year, and shall notify Lessor of any anticipated termination. In the event of termination of this Lease, the City shall deliver possession of such Property Group to Lessor in accordance with Section 12.3, and shall convey to Lessor or release its interest in such Property Group within ten (10) days after termination of this Lease with respect to such Property Group. Section 4.3 Intent to Continue Lease Term: Appropriations. The City presently intends to continue this Lease for its entire Term with respect to all Property Groups made subject hereto and to pay all Rental Payments relating thereto specified in Exhibit "B." The City Manager will include in its budget request for each Fiscal Year the Rental Payments to become due in such Fiscal Year with respect to all Property Groups. The City reasonably believes that moneys in an amount sufficient to make all such Rental Payments can and will lawfully be appropriated and made available for this purpose. Section 4.4 Effect of Termination. Upon termination of this Lease with respect to any Property Group, the City shall not be responsible for the payment of any additional Rental Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered possession and conveyed to Lessor or released its interest in the Property Group within ten (10) days after the date of termination, the termination shall nevertheless be effective, but the City shall be responsible for the payment of damages equal to the amount of the Rental Payments thereafter coming due under the page of Exhibit "B" attributable to the number of days after such ten (10) day period during which the City fails to take such actions and for any other loss suffered by Lessor as a result of the City's failure to take such actions as required. Section 4.5 Termination of Lease Term. The Term of this Lease will terminate upon the occurrence of the first of the following events: (a) the termination thereof by the City with respect to all Property Groups in accordance with Section 4.2; (b) the exercise by the City of its option to purchase Lessor's interest in all Property Groups pursuant to Article X; (c) a default by the City with respect to all Property Groups and Lessor's election to terminate this Lease with respect to all Property Groups pursuant to Article XH; (d) the payment by the City of all Rental Payments and all other amounts authorized or required to be paid by the City hereunder with respect to all Property Groups. Page 6 of 26 ARTICLE V RENTAL PAYMENTS Section 5.1 Rental Payments. The City agrees to pay Rental Payments during the Term of this Lease, in the amounts and on the dates specified in Exhibit "B." All Rental Payments shall be paid to Lessor at its offices at the address specified in the first paragraph of this Lease, or to such other person(s) or entity to which Lessor has assigned such Rental Payments as specified in Article XI, at such place as such assignee may designate by written notice to the City. The City shall pay the Rental Payments exclusively from moneys legally available therefor, in lawful money of the United States of America. Interest with respect to the Rental Payments for any Property Group shall accrue from the date of acceptance of a Property Group. Payments to be forwarded electronically as per instructions stated in Exhibit "G", as provided by the successful bidder. Section 5.2 Current Expense. The obligations of the City under this Lease, including its obligation to pay the Rental Payments due with respect to the Property, in any Fiscal Year for which this Lease is in effect, shall constitute a current expense of the City for such Fiscal Year and shall not constitute an indebtedness of the City within the meaning of the constitution and laws of Texas. Nothing herein shall constitute a pledge by the City of any taxes or other moneys, other than moneys lawfully appropriated from time to time by or for the benefit of the City in the annual budget of the City and the proceeds or Net Proceeds of the Property, to the payment of any Rental Payment or other amount coming due hereunder. Section 5.3 Interest Component. As shown on Exhibit "B", a portion of each Rental Payment is paid as and represents the payment of Interest. Section 5.4 Rental Payments to be Unconditional. Except as provided in Section 4.2, the obligation of the City to make Rental Payments or any other payments required hereunder shall be absolute and unconditional in all events. Notwithstanding any dispute between the City and Lessor or any other person, the City shall make all Rental Payments when due and shall not withhold any Rental Payment pending final resolution of such dispute nor shall the City assert any right of set-off or counterclaim against its obligation to make such Rental Payments required under this Lease. The City's obligation to make Rental Payments during the Lease Term shall not be abated through accident or unforeseen circumstances. However, nothing herein shall be construed to release Lessor from the performance of its obligations hereunder; and if Lessor should fail to perform any such obligation, the City may institute such legal action against Lessor as the City may deem necessary to compel the performance of such obligations or to recover damages therefore. ARTICLE VI INSURANCE AND NEGLIGENCE Section 6.1 Liability Insurance. The City is self -insured as to all liability. The self-insurance program contains a separate liability fund which is funded by other funds as needed. Section 6.2 Workers' Compensation Insurance. If required by State law, and unless self-insurance is provided by the City, as evidenced by a written certificate specifying the terms and amounts thereof delivered to Lessor, the City shall carry worker's compensation insurance covering all employees on, in, near, or about each Property, and upon request, Page 7 of 26 shall furnish to Lessor certificates evidencing such coverage throughout the period when the City is required to make Rental Payments with respect thereto. Section 6.3 City's Negligence. The City assumes all risks and liabilities for loss or damage to any Property and for injury to or death of any person or damage to any property, in any manner arising out of or incident to any possession, use, operation, condition or storage of any Property by the City, whether such injury or death be with respect to agents or employees of the City, and whether such property damage be to the City's property or the property of others. Section 6.4 Casualty Loss and Insurance. If any loss, theft, damage or destruction occurs to any Property in whole or in part from any reason whatsoever ("Casualty Loss"), the City shall immediately notify Lessor of the same and the City shall, unless otherwise directed by Lessor, immediately repair the same. If Lessor reasonably determines that any item of Property has suffered a Casualty Loss beyond repair ("Lost Equipment"), then the City shall either: (i) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any liens (such equipment may be equipment that was acquired by the City prior to the Casualty Loss and such equipment shall be equipment of equal value in the opinion of Lessor to the value of the Lost Equipment immediately prior to the Casualty Loss), in which event such replacement equipment shall automatically become part of the Property Group to which the Lost Equipment belonged, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement equipment or (ii) on earlier of 60 days after the Casualty Loss of the next scheduled Rental Payment date, pay Lessor (A) all amounts owed by the City under the Lease, including the Rental Payments due on or accrued through such date plus (B) an amount equal to the Option to Purchase Price as of the Rental Payment date (or if the Casualty Loss payment is due between Rental Payment dates, then as of the Rental Payment date preceding the date that the Casualty Loss payment is due) specified in Exhibit 11B". If the City is making such payment with respect to less than all of a Property Group, then Lessor will provide the City with the pro rate amount of the Rental Payment and Option to Purchase Price to be paid by the City with respect to the Lost Equipment and a revised Exhibit `B". ARTICLE VII OTHER OBLIGATIONS OF THE CITY Section 7.1 Use: Permits. The City shall obtain all permits and licenses necessary for the installation, operation, possession, and use of the Property. The City shall comply with all state and federal laws applicable to the installation, use, possession, and operation of the Property, and if compliance with any such state and federal law requires changes or additions to be made to the property, such changes or additions shall be made by the City at its expense. Section 7.2 Maintenance of Property by the City. The City shall maintain, preserve, and keep the Property in good repair, working order and condition, and shall make all repairs and replacements necessary to keep the Property in the same condition and levels as recommended by original equipment manufacturer. Section 7.3 Taxes. Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, the City shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against the City with respect to the Property, the Rental Payments or any part thereof, which become due during the Term of this Lease. The City shall also pay when due, all gas, water, steam, electricity, heat, power, telephone, and other charges lawfully assessed or Page 8 of 26 levied against the City incurred in the operation, maintenance, use, occupancy, and upkeep of the Property, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Property; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. The City shall not be required to pay any federal, state, or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns. The City may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility, and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify the City that, in the opinion of Independent Counsel, by non-payment of any such items the interest of Lessor in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from non-payment, in a form satisfactory to Lessor. Section 7.4 Advances. If the City shall fail to perform any of its obligations under this Article, Lessor may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances on demand, with interest at the rate of 15% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE V [H TITLE Section 8.1 Title. During the Term of this Lease, and so long as the City is not in default under Article XII, legal title to the Property and any and all repairs, replacements, substitutions, and modifications to it shall be by the City. Upon termination of this Lease resulting from Non -appropriation or default of the City, full and unencumbered legal title to such Property Group shall pass to Lessor, and the City shall have no further interest therein. In either of such events, the City shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title to such Property Group to Lessor and the termination of the City's interest therein, and upon request by Lessor shall deliver possessionof the Property Group to Lessor in accordance with Section 12.3. Upon termination of this Lease with respect to any Property Group through exercise of the City's option to purchase pursuant to Article X or through payment by the City of all Rental Payments and other amounts relating thereto, Lessor's security or other interest in such Property Group shall terminate, and Lessor shall execute and deliver to the City such documents as the City may request to evidence the termination of Lessor's security or other interest in such Property Group. Section 8.2 Security Interest. Lessor shall have and retain a security interest under the Uniform Commercial Code in the Property, the proceeds thereof and all repairs, replacements, substitutions, and modifications thereto or thereof made pursuant to Section 8.5, in order to secure the City's payment of all Rental Payments due during the Term of this Lease and the performance of all other obligations herein to be performed by the City. The City, acting through its Purchasing Agent or other designee, will join with Lessor in executing such financing statements or other documents and will perform such acts as Lessor may request to establish and maintain Page 9 of 26 a valid security interest in the Property, however, lessor will not be shown as a lienholder on the instrument of title. All UCC statements shall indicate that title to a Property Group is in the City and exempt from ad valorem taxation as public property used for a public purpose under the laws and constitution of the State of Texas. Section 8.3 Liens. During the Term of this Lease, the City shall not, directly or indirectly, create, incur, assume, or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than the respective rights of Lessor and the City as herein provided and Permitted Encumbrances. All property is exempt from local ad valorem taxation as property owned by a political subdivision and used for public purposes. Lessor shall not pay or incur any charge, assessment, or tax on any Property Group for which the City can claim an exemption from such charges as property used by a political subdivision of the State of Texas for public purposes as provided by the Constitution and laws of the State of Texas. Except as expressly provided in Section 7.3 and this Article, the City shall promptly, at its own expense, take such action as may be necessary to discharge or remove any such mortgage, pledge, lien, charge, encumbrance, or claim if the same shall arise at any time. Section 8.4 Installation of the City's Property. The City may at any time in its sole discretion and at its own expense, install other items of equipment in or upon the Property, which items shall be identified by tags or other symbols affixed thereto as property of the City. All such items so identified shall remain the sole property of the City, in which Lessor shall have no interest, and may be modified or removed by the City provided that the City shall repair and restore any damage to the Property resulting from the installation, modification, or removal of any such items. Nothing in this Lease shall prevent the City from purchasing items to be installed pursuant to this Section under a conditional sale or lease with option to purchase contract, or subject to a vendor's lien or security Agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property. Section 8.5 Modification of Property. The City shall, at its own expense, have the right to make repairs, replacements, substitutions and modifications to all or any of the parts of the Property. All such work and any part or component used or installed to make a repair or as a replacement, substitution or modification, shall thereafter comprise part of the Property and be subject to the provisions of this Lease. Such work shall not in any way damage the Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law or those contemplated by this Lease; and the Property, upon completion of any such work shall be of a value which is not less than the value of the Property immediately prior to the commencement of such work. Any property for which a replacement or substitution is made pursuant to, this Section may be disposed of by the City in such manner and on such terms as are determined by the City. The City will not permit any mechanic's or other liento be established or remain against the Property for labor or materials furnished in connection with any repair, replacement, substitution, or modification made by the City pursuant to this Section; provided that if any such lien is established and the City shall first notify Lessor of the City's intention to do so, the City may in good faith contest any lien filed or established against the Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless Lessor shall notify the City that, in the opinion of Independent Counsel, by non-payment of any such item the interest of Lessor in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay and cause to be satisfied and discharged all such unpaid items or provide Lessor with full security against any such loss or forfeiture, in form satisfactory to Lessor. Lessor will cooperate fully with the City in any such contest, upon the request Page 10 of 26 and at the expense of the City. Section 8.6 Personal Property. The Property is and shall at all times be and remain personal property notwithstanding that the Property or any part thereof may be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building. ARTICLE IX WARRANTY Section 9.1 Selection of Property. The Property and the Contractor have been selected by the City, and Lessor shall have no responsibility in connection with the selection of the Property, its suitability for the use intended by the City, the acceptance by the Contractor of the order submitted, or any delay or failure by the Contractor to manufacture, deliver, or install the Property for use by the City. The City authorizes Lessor to add the serial number of the Property to Exhibit "A" when available. Section 9.2 Installation and Maintenance of Property. Lessor shall have no obligation to install, erect, test, inspect, service, or maintain the Property under any circumstances, but such actions shall be the obligation of the City or the Contractor. Section 9.3 Contractor's Warranties. Lessor hereby assigns to the City for and during the Term of this Lease, all of its interest in all Contractor's warranties and guarantees, express or implied, issued on or applicable to the Property, and Lessor hereby authorizes the City to obtain the customary services furnished in connection with such warranties and guarantees at the City's expense. Section 9.4 Patent Infringement. Lessor hereby assigns to the City for and during the Term of this Lease all of its interest in patent indemnity protection provided by a Contractor with respect to the Property. Such assignment of patent indemnity protection by Lessor to the City shall constitute the entire liability of Lessor for any patent infringement by Property furnished pursuant to this Lease. Section 9.5 Disclaimer of Warranties. THE PROPERTY IS DELIVERED AS IS, AND LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROPERTY, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY. ARTICLE X OPTION TO PURCHASE Section 10.1 When Available. The City shall have the option to purchase Lessor's interest in any Property Group on any Payment Date relating thereto for the then applicable Purchase Option Price set forth on the page of Exhibit "B" relating thereto, but only if the City is not in default under this Lease, and only in the manner provided in this Article. f Page 11 of 26 Section 10.2 Exercise of Option. The City shall give notice to Lessor of its intention to exercise its option with respect to any Property Group not less than thirty (30) days prior to the Payment Date on which the option is to be exercised and shall deposit with Lessor on the date of exercise an amount equal to all Rental Payments and any other amounts relating to such Property Group then due or past due (including the Rental Payment relating thereto due on the Payment Date on which the option is to be exercised) and the applicable Purchase Option Price set forth on the page of Exhibit "B" relating thereto. The closing shall be on the Payment Date on which the option is to be exercised. Section 10.3 Release of Lessor's Interest. Upon execution of the purchase option with respect to any Property Group by the City, Lessor shall convey or release to the City, all of its right, title, and/or interest in and to the Property Group by delivering the City such documents as the City deems necessary for this purpose. ARTICLE XI ASSIGNMENT, SUBLEASING, MORTGAGING, AND SELLING Section 11.1 Assignment of Lessor. All of Lessor's right, title and/or interest in and to any Property Group, the Rental Payments and other amounts relating thereto due hereunder, and the right to exercise all rights under this Lease relating to such Property Group may be assigned and reassigned in whole or in part to one or more assignees or sub - assignees by Lessor at any time, without the consent of the City. No such assignment shall be effective as against the City unless and until the assignor shall have filed with the City a copy of written notice thereof identifying the assignee. The City shall pay all Rental Payments due hereunder relating to such Property Groups to or at the direction of Lessor or the assigned named in the most recent assignment or notice of assignment with respect to such Property Group filed with the City. During the Lease Term, the City shall keep a complete and accurate record of all such assignments. In the event Lessor assigns participations in its right, title, and/or interest in and to any Property Group, the Rental Payments and other amounts due with respect thereto, and the rights granted under this Lease relating thereto, such participants shall be considered to be Lessor with respect to their participated shares thereof. Section 11.2 Assignment and Subleasing by the City. Neither this Lease nor the City's interest in the Property may be assigned by the City without the written consent of Lessor. However, the Property may be subleased by the City, in whole or in part, without the consent of Lessor, subject, however, to each of the following conditions: (i) This Lease and the obligation of the City to make Rental Payments hereunder, shall remain obligations of the City. (ii) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to Lessor a true and complete copy of such sublease. (iii) No sublease by the City shall cause the Property to be used for a purpose other than a governmental function authorized under the provisions of the Constitution and laws of Texas. (iv) No sublease shall cause the Interest component of the Rental Payments due with respect to the Property to become includible in gross income of the recipient for federal income tax purposes. Page 12 of 26 Section 11.3 Restriction on Mortgage or Sale of Property by the City. Except as provided in Section 11.2, the City will not mortgage, sell, assign, transfer, or convey the Property or any portion thereof during the Term of this Lease, without the written consent of Lessor. ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.1 Events of Default Defined. The following shall be "events of default" under this Lease with respect to any Property Group and the terms "events of default" and "default" shall mean, whenever they are used in this Lease, with respect to any Property Group, any one or more of the following events: (i) Failure by the City to pay a Rental Payment or other payment required to be paid under this Lease with respect to any Property Group at the time specified herein and the continuation of said failure for period of three (3) days after telephonic or telegraphic notice given by Lessor that the payment referred to in such notice has not been received, such telephonic or telegraphic notice to be subsequently confirmed in writing. (ii) Failure by the City to observe and perform any covenant, condition, or Agreement on its part to be observed or performed with respect to any Property Group, other than as referred to in Clause (i) of this Section, for a period of thirty (30) days after written notice specifying such failure. Such notice to the City by the Lessor shall request that the default be remedied, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (iii) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment, or attachment of such consequence as would impair the ability of the City to carry on its governmental function or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Statute, as amended, or under any similar acts which may hereafter be enacted. The provisions of this Section 12.1 and Section 12.2 are subject to the following limitation: if by reason of force majeure the City is unable in whole or in part to carry out its obligations under this Lease with respect to any Property Group, other than its obligation to pay Rental Payments with respect thereto which shall be paid when due notwithstanding the provisions of this paragraph, the City shall not be deemed in default during the continuance of such inability. The term "force majeure" as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts, or other labor disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or the State or their respective,departments, agencies or officials, or any civil or military authority; insurrections, riots; landslides; earthquakes; fires; storms; droughts; floods, explosions; breakage or accident to machinery, transmission pipes or canals; or any other causes or events not reasonably within the control of the City and not resulting from its negligence. The City agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the City from carrying out its obligations under this Lease; provided that the settlement of strikes, lockouts and other labor disturbances shall be entirely within the discretion of the City and the City shall not be required to make settlement of strikes, lockouts, and other Page 13 of 26 labor disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of the City unfavorable to the City. Section 12.2 Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof shall have happened and be continuing with respect to any Property Groups, Lessor shall have the right, at its option and without any further demand or notice, to take one or any combination of the following remedial steps: (i) Lessor may terminate this Lease with respect to such Property Group and declare all Rental Payments due with respect to such Property Group during the Fiscal Year in effect. (ii) Lessor may terminate this Lease with respect to such Property Group and repossess the Property Group, Lessor may enter upon the City's premises where the Property Group is kept and take possession of the Property Group. Notwithstanding the fact that Lessor has taken possession of the Property Group, the City shall continue to be responsible for the Rental Payments due with respect thereto during the Fiscal Year then in effect. (iii) If Lessor terminates this Lease with respect to such Property Group and takes possession of such Property contained therein, Lessor shall within thirty (30) days thereafter use its best efforts to sell such Property or any portion thereof in a commercially reasonable manner at public or private sale in accordance with applicable state laws. Lessor shall apply the proceeds of such sale to pay the following items in the following order: (a) all costs incurred in securing possession of the Property Group; (b) all expenses incurred in completing the sale; (c) the balance of any Rental Payments with respect to such Property Group owed by the City during the Fiscal Year then in effect; and (d) the applicable Purchase Option Price with respect to the Property Group due at the end of the Fiscal Year. Any Sale proceeds remaining after disbursement pursuant to Clauses (a), (b), (c), and (d) shall be payable to the City. Section 12.3 Return of Property. Upon the expiration or termination by the City of this Lease with respect to any Property Group prior to the payment of all Rental Payments in accordance with Exhibit "B," the City shall allow lessor to remove the property group from lessee's property at lessor's cost and expense, provided, however, that such property shall be retrievable from a central location. Section 12.4 No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease. No delay of omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right and power may be exercised from time to time and as often as may be deemed expedient by Lessor or its assignee. Section 12.5 Late Charse. Whenever any event of default referred to in Section 12.1, Clause (i) hereof shall have happened and be continuing with respect to any Property Group, Lessor shall have the right, at its option and without any further demand or notice, to require a late payment charge for each thirty (30) day period or part thereof during which such event of default occurs equal to fifteen percent (15%) of the delinquent amount not to exceed the maximum authorized by law and the City shall be obligated to pay the same immediately upon receipt of Lessor's written invoice therefor; provided, however, that this Section 12.5 shall not be applicable if or to the extent that the application thereof would affect the validity of this Lease. Page 14 of 26 ARTICLE XIH ADMINISTRATIVE PROVISIONS Section 13.1 Notices. All notices, certificates, legal opinions, or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in registered form with postage fully prepaid to the addresses specified in this Lease; provided that Lessor and the City, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, legal opinions, or other communications will be sent. Unless otherwise changed by the City, all notices required under this Lease and directed to the City shall be mailed to the following address: LESSEE: CITY OF BEAUMONT ATTN: Todd Simoneaux, Chief Financial Officer City of Beaumont P.O. Box 3827 Beaumont, TX 77704-3827 Phone: 409-880-3789 Physical Address: 801 Main Street, Suite 315 Beaumont, TX 77701 Page 15 of 26 LESSOR: KS STATE BANK (Lessor's Company Name) ATTN: Dave Barr, AVP KS State Bank P. O. Box 69 Manhattan, KS 66502 Phone: 800-752-3562 Phone: 913-748-4628 Physical Address: 2627 KFB Plaza, Ste. 202E Manhattan, KS 66503 Section 13.2 Financial Information. During the Term of this Lease, the City annually will provide Lessor with current financial statements, budgets, proof of appropriation of the ensuing Fiscal Year and such other financial information relating to the ability of the City to continue this Lease as may be reasonably requested by Lessor or its assignee. Section 13.3 Bindinz Effect. This Lease shall inure to the benefit of and shall be binding upon Lessor and the City and their respective successors and assigns. This Lease shall not be construed to confer any rights, duties, or interest on any party not a successor in interest or assignee of Lessor or the City nor may any such party rely on this Lease as evidence of any duty, right, or obligation of Lessor or the City unless both the Lessor and the City, or their successors and assigns, acknowledge such duty, right, or obligation in writing. Section 13.4 Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.5 Amendments, Changes, and Modifications. This Lease may be amended or any of its terms modified only by written document duly authorized, executed, and delivered by Lessor and the City. Section 13.6 Captions. The captions or headings in this Lease are for convenience only and in no way define, limit, or describe the scope or intent of any provisions, Articles, Sections, or Clauses of this Lease. Section 13.7 Further Assurances and Corrective Instruments. Lessor and the City agree that they will, from time to time, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Lease. The Purchasing Agent, or the designee thereof, is hereby authorized by the City Manager to execute such addenda as attached hereto as Exhibits for each Property Group and such other instruments, including, but not limited to, UCC statements, Bill of Sales, etc. that are necessary to carry out the responsibilities, duties, and obligations required of the City in accordance with the terms and conditions of this Lease. Section 13.8 Execution in Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.9 Applicable Law. This Lease shall be governed by and construed in accordance with the laws of Texas. Venue of any legal action brought under this Agreement will be in Jefferson County, Texas. Section 13.10 Entire Agreement. This Lease and all Addenda and Exhibits, as may hereafter be executed, constitute the entire Agreement between the parties and shall supersede all previous negotiations, commitments and contracts. Page 16 of 26 IN WITNESS WHEREOF, Lessor has caused this Lease to be executed in its corporate name by its duly authorized officer; and the City has caused this Lease to be executed in its name by its duly authorized City Manager. ATTEST: APPROVED THIS THE DAY OF LESSOR: KS STATE BANK (Lessor's Company Name) mm (Signature) J DAVE BURR, AVP Name and Title I1� LESSEE: CITY OF BEAUMONT Page 17 of 26 (Signature) KYLE HAYES, CITY MANAGER Name and Title EXHIBIT "A" PROPERTY DESCRIPTION Re: Bid No. PF0420-12 Lease Purchase Agreement The following Property comprises a Property Group which is the subject to the terms and conditions of that certain Lease Purchase Agreement entered into by and between the City of Beaumont and KS STATE BANK (Lessor) dated the day , 20 Ai ti� �� T�� Q�u �antity r t � , n Descri poi. 4 1 Pierce Velocity Fire Pumper Truck All Property made subject of this Agreement is owned by and under the sole and exclusive use of the City of Beaumont, a political subdivision of the State of Texas, and is used as part of the City's governmental services in furtherance of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the State of Texas against the assessment, levy, or charges for ad valorem taxation, personal property taxation, or any other charges. LESSOR: KS STATE BANK (Lessor's Company Name) Name: Dave Burr LESSEE: CITY OF BEAUMONT By: Name: —Kyle Ha es Title: AVP Title: _Ci1y Manager APPROVED THIS THE DAY OF 120 Page 18 of 26 EXHIBIT "B" SCHEDULE OF LEASE PAYMENTS RELATING TO PROPERTY Re: Bid No. PF0420-12 Lease Purchase Agreement The following schedule of Lease Payments constitutes the applicable payments for the Property Group described on Exhibit "A" attached to that certain Lease Purchase Agreement entered by and between the City of Beaumont and KS STATE BANK (Lessor) dated the day 20 FIXED INTEREST RATE: 2.65 % Payment No h Pfiyin�ent Amounn Interest'rincipal ;� Pu'rchasOpttbn» i" 7 1 $142,160.76 $19,861.43 $162,022.19 $611,732.16 2 $145,958.02 $16,094.17 $162,022.19 $464,085.68 3 $149,795.11 $12,227.08 $162,022.19 $312,969.50 4 $153,764.68 $8,257.51 $162,022.19 $158,302.09 5 $157,839.43 $4,182.76 $162,022.19 $0.00 TOTAL $749,488.00, $60,622.95 $810,110.95 $ N/A * Payments shall be five (5) annual payments equal in amount. Page 19 of 26 All property made subject of this Agreement is owned by and under the sole and exclusive use of the City of Beaumont, a political subdivision of the State of Texas, and is used as part of the City's governmental services in furthermore of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the State of Texas against the assessment, levy, or charges for ad valorem taxation, personal property taxation, or any other charges. LESSOR: KS STATE BANK (Lessor's Company Name) M. Name: Dave Burr Title: AVP APPROVED THIS THE DAY OF LESSEE: CITY OF BEAUMONT By: Name: —Kyle Ha es Title: Ci Manager Page 20 of 26 'Fill EXHIBIT "C" CERTIFICATE OF ACCEPTANCE Re: Bid No. PF0420-12 Lease Purchase Agreement I, the undersigned, hereby certify that I am the duly qualified and acting of, the City of Beaumont, (the City), and, with respect to the Lease Purchase Agreement dated . 20 _(the Lease), by and between Lessor and the City that: 1. The Property described in the Lease listed on Exhibit "A," (the Property Group) has been delivered in accordance with the City's Specifications (as that term is defined in the Lease) and has been accepted by the City. 2. The Rental Payments provided for on the page of Exhibit "B" to the Lease relating to such Property Group (the Rental Payments) shall commence and be due and payable on as shown on said Exhibit "B" in the amounts on such page of Exhibit "B" to the Lease. 3.. The City has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current fiscal year of Lessee, and such moneys will be applied in payment of all such Rental Payments due and payable during such current fiscal year. 4. The City is self -insured with respect to all risks required to be covered thereby pursuant to Article VI of the Lease. 5. The City is exempt from all personal property taxes, and is exempt from sales and/or use taxes with respect to the Property Group and the Rental Payments. 6. During the Lease Term (as defined in the Lease) the property Group will be used by the City to perform essential governmental functions. 7. There is no litigation, action, suit, or proceeding pending before any court, administrative agency, arbitrator, or governmental body, that challenges the organization or existence of the City; the authority of the City or its officers or its employees to enter into the Lease; the proper authorization, approval, and execution of the Lease and other documents contemplated thereby; the appropriation of moneys, or any other action taken by the City to provide moneys, sufficient to make Rental Payments coming due under the Lease in the City's current fiscal year; or the ability of the City otherwise to perform its obligations under the Lease and the transaction contemplated thereby. Dated: City of Beaumont: Dated: Concurred: By: By: Todd Simoneaux Kyle Hayes Chief Financial Officer City Manager Page 21 of 26 EXHIBIT "D" OPINION OF COUNSEL Re: Bid No. PF0420-12 Lease Purchase Agreement dated as of the day of , 20 , by and between City of Beaumont as Lessee (the City), and KS State Bank as Lessor. Gentlemen: I have acted as counsel to the City with respect to the Lease Purchase Agreement described above (the Lease) and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and the Exhibits attached thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. The City is a municipal corporation and political subdivision of the State of Texas, duly organized, existing and operating under the Constitution and laws of the State of Texas. 2. The City is authorized and has power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, approved, executed, and delivered by and on behalf of the City, and is a valid and binding contract of the City enforceable in accordance with its terms, except to the extent limited by state and federal laws affecting remedies and by bankruptcy, reorganization, or other laws of general application relating to or affecting the enforcement of creditor's rights. 4. The authorization, approval, and execution of the Lease and all other proceedings of the City relating to the transactions contemplated thereby have been'performed in accordance with all applicable open meeting, public bidding, and all other laws, rules, and regulations of the State of Texas. 5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not result in the violation of any constitutional, statutory, or other limitation relating to the manner, form, or amount of indebtedness which may be incurred by the City. 6. There is no litigation, action, suit, or proceeding pending before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of the City; the authority of the City or its officers or its employees to enter into the Lease; the proper authorization, approval and/or execution of the Lease, Exhibits thereto and other documents contemplated thereby; the appropriation of moneys to make Rental Payments under the Lease for Page 22 of 26 the current fiscal year of the City; or the ability of the City otherwise to perform its obligations under the Lease and the transactions contemplated thereby. 7. The Lease was duly and validly adopted by official action of the governing body of the City of Beaumont on this the day of , 20 and such official action has not been amended or repealed and remains in full force and effect. Dated: Very truly yours, Tyrone E. Cooper City Attorney Page 23 of 26 EXHIBIT "E" CERTIFICATE OF INCUMBENCY Re: Bid No. PF0420-12 Lease Purchase Agreement Lessee: City of Beaumont Dated: I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. Kyle Hayes City Manager Name Title Signature IN WITNESS THEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. Signature of Secretary / Clerk of Lessee Print Name: Tina Broussard Official Title: City Clerk Date: Page 24 of 26 [ SEAL ] EXHIBIT "F" COPY OF THE REEVIBURSEMENT RESOLUTION Re: Bid No. PF0420-12 Lease Purchase Agreement Page 25 of 26 EXHIBIT "G" PAYMENT INFORMATION AS PROVIDED BY SUCCESSFUL BIDDER Re: Bid No. PF0420-12 Lease Purchase Agreement NOTE: To be completed by successful bidder after award of contract. As referenced in Article V, Section 5.1, of the Lease Purchase Agreement, and as provided by the successful Bidder, shown below are instructions for electronic payments due from Lessee to Lessor: Page 26 of 26