HomeMy WebLinkAbout199-03 RESOLUTION• •
RESOLUTION NO. 199-03
A RESOLUTION APPROVING THE PURCHASE OF ONE (1)
EMERGENCY ONE, INC. (E -ONE) PUMPER APPARATUS FROM
LEECO, INC. IN THE AMOUNT OF $347,645.83; AND
APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT OF
5377,646.00 FOR SAME.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas
hereby approves the purchase of one (1) Emergency One, Inc. (E -ONE) pumper
apparatus from Leeco, Inc. in the amount of $347,645.83.
Section 2. That the City Council of the City of Fayetteville, Arkansas
hereby approves a budget adjustment in the amount of $377,646.00 for same.
PASSED and APPROVED this 16th day of December, 2003.
SONDRA SMITH, City Clerk
APPROVED:
By
DAN COODY, May
12/18/2003 THU 09:36 FAX ®002/002
• .
CONTRACT PURCHASE AGREEMENT
7LLs agreement is made chic /A tetdayOfd / et, 2003, by and between LEECO, INC. Fire
Equipment, 1408 Highway 124 East, P. O. Box 210, Dumases, Arkansas 72039 (hereinafter 'Company)
and the Cay of Fayetteville, 113 West Mews''''. Fayetteville, Arkansas 72701 (hereinafter Buyer).
1. blitimai The Company agrees to sell. and the Buffer agrees to purchase, ONE (1) Emergency One,
Inc. (E -ONE) Custom Ptsmper and equipment as described in the Compmya Proposal and the
Specifications attached hereto and hneby incorporated by reference (the 'Apparatus), all in accordance
with the tams and conditions of this Agreemeol Any dames to the Saeeifieatieaa or orients attached
hereto will be executed by the Camara only if docwttetted amdslmed by both parties,
2. paliven. The Apparatus shall be delivered to the Company's staging area, in approximately 21Q
calendar days after omcudon of this Agreement by Buyer and the receipt and execution of same by the
Company at its offices in Damascus, Mann. h is agreed that such delivery is subject to delays caused by
strokes, inability m obtain materials, and other causes beyond the control of the manufacturer (SONE).
3. ger Buyer agrees to pay a Purchase Price of Throe hundred Forty Seven Thousand, Six -Hundred
Forty Five Doris and Eighty Three Cenb (5347,643.83). This Purchase Price Is exclusive of all Federal,
State or local taxa of any mare after completion of the necessary paperwork, and will remain firm only
until Dectmbtr 19, 2003. Buyer agree that the trims of payment shall be cash/cheek due upon delivery
and acceptance a the City of Fayetteville, Arkansas.
4. T,t The ownership and risk of Ions shall pass from Company to Buyer upon delivery and acceptance
of the apparent The Buyer bather agree that the Apparatus will not be placed in active service oath the
full purchase price has beet paid to the Company. Title will be issued to the Buyer after payment has been
made and the appropriate papawcrk is returned to manufacturer (E -ONE) tor issuance of proper MSO.
5. Warrnty, The Company murales each new item of Apparatus mamdactored by it against defects in
material sod wotimanshlp, for a period of one year from the date of delivery. Certain additional extended
warramics are applicable to certain component; of the Apparatus as described In the Statements of
Warranty paevioosly provided to the Buyer. This warranty is in favor of the original user/purchaser, In
accordance with the Apparatus Builds (E -ONE) preprinted Sultana= of Warranty which are attached to
the Agreement or have otherwise been delivered to Buyer. WiM impact to any item of Apparatus that are
not menu&ctued by the Apparos Builder (E -ONE), such items shall not be warranted by the Company
but shall be subject to the warranty provided by the manufacturer
6. Fntire Afreemeat. This Agreement, including is attachments and ahibits, constivaoes the entire
tmdosraading between the parties relating to the subject matter contained herein. No agent or
representative of the Company has authority to make any representations, statements, warranties or
ageeauann not havin expressed and all modifications or amendmams of this agreement, including is
attachments and exhibits, must be m venting signed by an authorized represanattve of each of the panics.
IN WITNESS WHEREOF, The Compaq and the Buyer have caused this Agreement to be executed by
their duly authorized representatives as of the date set font by each.
CITY OF At r aT•
v
Tide: IrPrgignal
Dam: Miff w
LEBCO, INC. Fire Equipp
ay
Tide: t r1 de^
Date: /a -Mt -Q 3
City of Fayetteville, Arkansas
Budget Adjustment Form
Budget Year
2003
Department:
Division:
Program:
Fire
Operations
Sales Tax Capital Improvements
Date Requested
12/16/2003
Adjustment Number
Project or Item Requested:
$30,000 is requested in the Capital Lease Payments
account for interest and principal payments for the
months of October, November, & December 2004.
$347,646 is requested in the Vehicles & Equipment
account for the purchase of a Replacement Pumper from
LEECO Fire Equipment.
Project or Item Deleted:
$30,000 from the Emergency Gas Generators capital
project.
None. To recognize $347,646 in the Capital Lease
Proceeds revenue account.
Justification of this Increase:
The leasing agreement with Bank of America will start
when the replacement pumper is received in 4th quarter
2004. The funds requested will cover three months of
leasing payments made to Bank of America.
The funding in the Vehicles & Equipment account is
needed to obligate the purchase of a replacement
pumper. This funding will be covered by receiving lease
proceeds of $347,646 from Bank of America
Justification of this Decrease:
Due to bids coming in less than expected, there is
sufficient funds remaining in 2003 to meet project
objectives.
The City will be receiving $347,646 in Capital Lease
Proceeds from Bank of American once the replacement
pumper has been delivered.
Increase Budget (Decrease Revenue)
Account Name Account Number
Capital Lease Payment 4470 9470
Vehicles and equipment 4470 9470
5500 01
5802 00
Decrease Budget (Increase Revenue)
Account Name Account Number
Fixed assets 4470 9470 5801
Capital Lease Prodeeds 4470 0947
Amount
Project Numbcr
30,000 03021 1
347,646 03019 1
Amount Project Numbcr
00 30,000 03002 1
6884 03
347,646 03019 1
Approval Signatures
Requested By
Budget Manager
Department Director
Date
Date
Date
Budget Office Use Only
Type: A B C E
Date of Approval
Posted to General Ledger
Postcd to Project Accounting
Entered in Category Log
Initial Date
Initial Date
Initial Date
Initial Date
12/18/2003 THU 00:38 FAX
•
®0011002
LEECO, INC. FIRE EQUIPMENT SALES
1408 HWY 124 EAST / PO BOX 210
DAMASCUS, AR 72039
PHONE 501-335-7111 FAX: 501335-7458
0
atremail s CUL
DATE
December 18, 2003
TO:
FAYETTEVILLE FIRE DEPT. .
ATTN:
Chief Greg Riley
FAX:
479-575-0471
PHONE:
479-718-7832
Thank you for order for an E -ONE pumper. Attached is a signed contract for the City's
approval. After the contract is signed, please have the City to issue a purchase order and
fax a copy of both the P.O. and the contract and we will begin processing.
Should you have any further questions, or need additional information, please feel free to
call me at any time.
Again thank you,
Mai. ea*. S. .et
TOTAL NUMBER OF PAGES: (2)
NAME OF FILE:
CROSS REFERENCE:
Item #
Date
•
Resolution No. 199-03
Documen
•
1
11.26.03
memo mayor & city council
staff
review form
mos QAJi keak- (eaSio
draft resolution
vtp (ae.e_
aAn-A- LP- ti SS
proposed agreement
Leeco, Inc. It
copy of photograph
copy of photograph
copy of photograph
copy of
photograph
2
12.17.03
email to Chris Bosch
3
12.22.03
memo to Chris Bosch
4
12.30.03
email from Chris Bosch
//PM
mos QAJi keak- (eaSio
vtp (ae.e_
aAn-A- LP- ti SS
•
•
AGENDA REQUEST
X CONTRACT REVIEW
GRANT REVIEW
*TAF
MICR%FILMED
RGVIEW FORM FINANCIAL OBL GATION
For the Fayetteville City Council Meeting of:
/l YPPe(
(E456
RAA) Li, 91 aMtric4/
mess_ 4,Jtast 4mt
FROM:
Marsha Farthing
Name
Accounting and audit
Division
Finance and Internal Services
Department
Review and approval of capital lease documents from Bank of America for reimbursement of
a firetruck purchased from Leeco in July of 2004.
COST TO CITY:
$347,645.83 reimburse $
Cost of this request
4470-0947-6884-03
Account Number
Project Number
Category/Project Budget
Funds Used to Date
Remaining Balance
Program Category / Project Name
Program / Project Category Name
Fund Name
BUDGET REVIEW:
Budget Manager
Budgeted Item
Date
Budget Adjustment Attached
CONT CT/GRANT/LEASE REVIEW:
Acc nt ing Manager Date
City Attorne
,11, 7jol(
Date
Internal Auditor
Purchasing Manager
Date
Date
STAFF RECOMMENDATION:
Division Head
Departmen- Director
Date
Date
$' r
Fin n //- /1 e4.
& Internal Services Dir. Date
Chief
i trative Oicer
Mayor
Date
/
Date
Received in Mayor's Office
Cross Reference:
Previous Ord/Resp:
Orig. Contract Date:
Orig. Contract Number:
New Item: Yes
11//17//v','
Date
I��S
-19 9 t3
Description
Staff Review Form - Page1111
Comments:
Budget Manager
Accounting Manager
City Attorney
Purchasing Manager
ADA Coordinator
Internal Auditor
Grants Coordinator
Meeting Date January 0, 1900
Reference Comments:
• •
Bank ofAmerica.
November 16, 2004
Marsha Farthing
City of Fayetteville, Arkansas
113 West Mountain Road
Fayetteville, AR 72701
Banc of America Leasing & Capital LLC
CA5.705-04.01
555 California Street. 4th Floor
San Francisco. CA 94104
Tel 415.765.7300
Re: Master Equipment Lease /Purchase Agreement Dated June 25, 2003, Schedule of
Property No. 2 Revised
Dear Marsha:
Enclosed are the following closing documents for review and execution:
• Schedule of Property No. 2 -(2 copies)
• Rental Payment Schedule -(2 copies)
• Essential Use / Source of Funds Certificate -(2 copies)
• Acceptance Certificate -(2 copies)
The officers authorized to sign lease documents on behalf of the City must execute the above
documents. When completed, please retum them to my attention via overnight mail. Once
received, I will retum countersigned copies of the documents for your records.
In addition, we will require the following prior to funding .
• Opinion of Counsel — (on counsel's letterhead)
• Insurance Certificate evidencing coverage pursuant to Section 7.02 of the Lease
• Provide us with a copy only of Form 8038-G (original to be filed by Lessee with IRS)
• Original vendor invoice (s)
• Copy of Vehicle Title Application (Listing Lienholder as Banc of America Leasing and
Capital , LLC, 2059 Northlake Parkway, Tucker, GA 30084)
• Copy of canceled check as proof of payment for vendor invoice
USA
IMO
Ill Olympic llama limns, Pore
• •
Page 2
Marsha Farthing
November 16, 2004
The documents assume a funding date of November 23, 2004 and I will need fax copies of all of
the required items by Friday, November 19, 2004. I look forward to working with you on this
transaction.. If you have any questions, please give me a call at (415) 765-1867. My fax
number is (415) 343-0533.
Sincerely,
BANC OF AMERICA LEASING & CAPITAL, LLC
Bridgett Am: d
Senior Operations Analyst
encls.
FAYETTIVILLE
THE CITY OF FAYETTEVILLE. ARKANSAS
DEPARTMENTAL CORRESPONDENCE
•
TO:
FROM:
DATE:
Subject:
Mayor Coody
Stephen Davis, Finance & Internal Services DirectotKga
November 18, 2004
Amendment 78 Lease — Fire Apparatus
Recommendation
Staff recommends approval of this lease addendum with Banc of America Leasing, LLC. The
execution of these documents will finalize the 2004 fire apparatus purchase.
Background
City Council authorized an additional fire apparatus in December 2003 with the understanding that the
City intended to utilize the Banc of America (BOA) Amendment 78 Lease Program approved earlier in
2003. The City previously utilized $1,769,000 of this lease program to fund fire apparatus purchases.
Discussion
The fire apparatus arrived in early August and has been paid for. The City's credit line with BOA for
Amendment 78 leases is S2.8 million; with this transaction the City will have utilized approximately $2.1
million of the master lease. After this transaction the City's remaining line -of -credit, from BOA, is
$700,000.
Prior to initiating this lease transaction Staff performed a cost/benefit analysis to determine if the lease
program remains a positive option for the City. The cost/benefit analysis of each transaction on the use of
the master lease agreement is consistent with commitments made for this fiscal tool.
This additional lease of $347,000 after all direct expenses (interest expense and legal) will net the City
less than $5,000 over the life of the lease. From a cash-flow perspective the Ieasc transaction is still valid;
however, it does indicate that this may he the last lease the City should enter into for the next few months.
CC:
Chris Bosch
Sondra Smith
Kit Williams
Marsha Farthing
Kevin Springer
Fire Chief
City Clerk
City Attorney
Accounting Manager
I3udgci Manager
EXHIBIT A
SCHEDULE OF PROPERTY No. 2
Re: Master Equipment Lease/Purchase Agreement, dated as of June 25, 2003,
between Banc of America Leasing & Capital, LLC, as Banc of America,
and City of Fayetteville Arkansas, as City
1. Defined Terms. All terms used herein have the meanings ascribed to them in thea
above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment
Lease").
2. Equipment. The following items of Equipment are hereby included under this
Schedule of the Master Equipment Lease.
Quantity
Description
Vin/Serial No.
Model No.
Location
1
Fire Engine
Pumper
4EN3AAA8141008550
E -One 1500 Gallon
per Minute Pumper
113 West Mountain Rd,
Fayetteville, AR 72701
Payment Schedule.
(a) Rental Payments. The Rental Payments shall be in such amounts and
payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as
Exhibit A -I. Rental Payments shall commence on the date on which the Equipment listed in this
Schedule is accepted by City, as indicated in an Acceptance Certificate substantially in the form of
Exhibit B to the Master Equipment Lease. The City agrees to accept the equipment as agreed to in
Article V of the Master Lease Agreement dated June 25, 2003.
(b) Purchase Price Schedule. The Purchase Price on each Rental Payment
date for the Lease of the Equipment listed in this Schedule shall be the amount set forth for such
Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to
this Schedule. The Purchase Price is in addition to all Rental Payments then due under this
Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule).
4. Representations, Warranties and Covenants. City hereby represents, warrants and
covenants that its representations, warranties and covenants set forth in the Master Equipment
Lease are true and correct as though made on the date of commencement of Rental Payments on
this Schedule. City further represents and warrants that no material adverse change in City's
financial condition has occurred since the date of the Master Equipment Lease.
#597436v2
BotA Legal: 11/16/04
5. The Lease. The terms and provisions of the Master Equipment Lease (other than
to the extent that they relate solely to other Schedules or Equipment listed on other Schedules)
are hereby incorporated into this Schedule by reference and made a part hereof.
6. Acquisition Amount. The Acquisition Amount for the Equipment described in this
Schedule to be paid to the Vendor is $347,645.83.
7. Lease Term. The Lease Term shall consist of the Original Term and 4
consecutive Renewal Terms, with the final Renewal Tenn ending on March 23, 2008.
8. Purchase Option Commencement Date. For purposes of Section 10.01 of the
Lease, the Purchase Option Commencement Date is August 23, 2006.
11597436v2
BofA Legal: 11/16/04
Dated: November , 2004
BANC OF AMERICA:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
CA5-705-04-01
San Francisco, California 94104
By
Title/ Vice President
•
CITY:
City of Fayetteville, Arkansas
113 West Mountain Street
Fayetteville, Arkansas 72701
Attest:
By
Dk,eit) Z
Title City Clerk
Counterpart No. 2- of Z manually executed and serially numbered counterparts.
To the extent that this Lease constitutes chattel paper (as defined in the Uniform Commercial
Code), no security interest herein may be created through the transfer or possession of any
Counterpart other than Counterpart No. 1.
N597436v2
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•
• •
EXHIBIT A-1
RENTAL PAYMENT SCHEDULE
Purchase Price
Rental Rental Interest Rental (excluding
Payment Payment Portion Principal Payment prepayment
Date Number 3.20% Portion Amount premium)
Nov -23-04 0 $0.00 $0.00 $0.00 $347,645.83
Dec -23-04 1 $928.78 $8,246.62 $9,175.40 $339,399.21
Jan -23-05 2 $906.75 $8,268.65 $9,175.40 $331,130.56
Feb -23-05 3 $884.66 $8,290.74 $9,175.40 $322,839.82
Mar -23-05 4 $862.51 $8,312.89 $9,175.40 $314,526.93
Apr -23-05 5 $840.30 $8,335.10 $9,175.40 $306,191.83
May -23-05 6 $818.03 $8,357.37 $9,175.40 $297,834.46
Jun -23-05 7 $795.70 $8,379.70 $9,175.40 $289,454.76
Jul -23-05 8 $773.32 $8,402.08 $9,175.40 $281,052.68
Aug -23-05 9 $750.86 $8,424.54 $9,175.40 $272,628.14
Sep -23-05 10 $728.37 $8,447.03 $9,175.40 $264,181.11
Oct -23-05 11 $705.79 $8,469.61 $9.175.40 $255,711.50
Nov -23-05 12 $683.17 $8.492.23 $9,175.40 $247,219.27
Dec -23-05 13 $660.48 $8,514.92 $9,175.40 $238,704.35
Jan -23-06 14 $637.73 $8,537.67 $9,175.40 $230,166.68
Feb -23-06 15 $614.92 $8,560.48 $9,175.40 $221,606.20
Mar -23-06 16 $592.05 $8,583.35 $9,175.40 $213,022.85
Apr -23-06 17 $569.11 $8,606.29 $9,175.40 $204,416.56
May -23-06 18 $546.13 $8,629.27 $9,175.40 $195,787.29
Jun -23-06 19 $523.07 $8,652.33 $9,175.40 $187,134.96
Jul -23-06 20 $499.96 $8,675.44 $9,175.40 $178,459.52
Aug -23-06 21 $476.78 $8,698.62 $9,175.40 $169,760.90
Sep -23-06 22 $453.54 $8,721.86 $9,175.40 $161,039.04
Oct -23-06 23 $430.23 $8,745.17 $9,175.40 $152,293.87
Nov -23-06 24 $406.88 $8,768.52 $9.175.40 $143,525.35
Dec -23-06 25 $383.44 $8,791.96 $9,175.40 $134,733.39
Jan -23-07 26 $359.96 $8,815.44 $9,175.40 $125,917.95
Feb -23-07 27 $336.41 $8,838.99 $9,175.40 $117,078.96
Mar -23-07 28 $312.79 $8,862.61 $9,175.40 $108,216.35
Apr -23-07 29 $289.12 $8,886.28 $9,175.40 $99,330.07
May -23-07 30 $265.37 $8,910.03 $9,175.40 $90,420.04
Jun -23-07 31 $241.57 $8,933.83 $9,175.40 $81,486.21
Jul -23-07 32 $217.70 $8,957.70 $9,175.40 S72,528.51
Aug -23-07 33 $193.77 $8,981.63 $9,175.40 $63,546.88
Sep -23-07 34 $169.78 $9,005.62 $9,175.40 $54,541.26
Oct -23-07 35 $145.71 $9,029.69 $9,175.40 $45,511.57
Nov -23-07 36 $121.60 $9,053.80 $9,175.40 $36,457.77
1
•
• •
Dec -23-07 37 $97.40
Jan -23-08
Feb -23-08
Mar -23-08
38
39
40
$73.15
$48.83
$24.45
$9,078.00 $9,175.40
$9,102.25
$9,126.57
$9,150.95
$9,175.40
$9,175.40
$9,175.40
$27,379.77
$18,277.52
$9,150.95
$0.00
Prepayment Premium for purposes of Section 10.01(a) is Lessee may not prepay for the
first half of the lease term. Thereafter, upon 30 days written notice, Lessee may prepay the entire
outstanding principal balance plus accrued interest and any other unpaid charges plus a premium
of 1% of the then outstanding principal balance on any rental payment date.
For purposes of this Lease, "Taxable Rate,' with respect to the interest component of
Rental Payments, means an annual rate of interest equal to 5.00%
2
LESSEE:
City of Faye
By
e ille, A nsas
Title
EXHIBIT B
ACCEPTANCE CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
CA5-705-04-01
San Francisco, California 94104
Re: Schedule of Property No. 2, dated November 23, 2004, to Master
Equipment Lease/Purchase Agreement, dated as of June 25, 2003,
between Banc of America Leasing & Capital, LLC, as Banc of America,
and City of Fayetteville, Arkansas, as City
Ladies and Gentlemen:
In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement"),
the undersigned City hereby certifies and represents to, and agrees with Banc of America as
follows:
1. All of the Equipment (as such term is defined in the Agreement) listed in the
above -referenced Schedule of Property (the "Schedule") has been delivered, installed and
accepted on the date hereof.
2. City has conducted such inspection and/or testing of the Equipment listed in the
Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the
Equipment for all purposes.
3. City is currently maintaining the insurance coverage required by Section 7.02 of
the Agreement.
4. No event or condition that constitutes, or with notice or lapse of time, or both,
would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof.
Date: November 23, 2004
CITY:
City of Fayet ille, Ay. sas
By
Title: Ma
(Seal)
(Amendment 78 Lease)
• •
ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
CA5-705-04-01
San Francisco, California 94104
Re: Master Equipment Lease/Purchase Agreement dated June 25, 2003,
between Banc of America Leasing & Capital, LLC and City of
Fayetteville, Arkansas ("City") and Schedule of Property No. 2 dated
November 23, 2004
This certificate confirms and affirms that the Equipment described in the Agreement
referenced above is essential to the functions of City or to the services City provides its citizens.
Further, City has an immediate need for, and expects to make immediate use of, substantially all
such Equipment, which need is not temporary or expected to diminish in the foreseeable future.
Such Equipment will be used by City only for the purpose of performing one or more of City's
governmental or proprietary functions consistent with the permissible scope of its authority.
City expects and anticipates adequate funds to be available for all ture payments or rent
due after the current budgetary period.
(Amendment 78 Lease)
Signature
Name
Title
TanTee
bite
lAS
City Clerk Division
113 West Mountain
Fayetteville, AR 72701
Telephone: (479) 575-8323
Fax: (479) 718-7695
city_clerk@cilayetteville.ar.us
DEPARTMENTAL CORRESPONDENCE
To: Marsha Farthing
Accounting Manager \�
From: Clarice Buffalohead-PearmanCP'�
City Clerk Division
Date: November 23, 2004
Re: Bank of America
I have attached two of the three original Exhibit As submitted for signature on the Leeco
reimbursement of firetruck purchase.
The agreement will be recorded in the city clerk's office and microfilmed. If anything else is
needed please let the clerk's office know. Thanks.
/cbp
attachments
cc Internal Auditor
•
FAYETTEVILLE
THE CITY OF FAYETTEVILLE. ARKANSAS
DEPARTMENTAL CORRESPONDENCE
MICFFILMFD
/99-0J
TO:
THROUGH:
FROM:
DATE:
Subject:
Mayor Coody and Fayetteville City Council
Hugh Earnest, Chief Administrative Officer
Stephen Davis, Finance & Internal Services DirectQpj{t
August 30, 2004 ��7`�
Amendment 78 Lease — Fire Apparatus
Background
City Council authorized an additional fire apparatus in December 2003 with the understanding that the
City intended to utilize the Bank of America (BOA) Amendment 78 Lease Program approved earlier in
2003. The City previously utilized $1,769,000 of this lease program to fund fire apparatus purchases.
Discussion
The fire apparatus arrived in early August and has been paid for. The City is currently in the process of
replenishing the $347,000 by submitting this new fire apparatus to BOA for the lease program. The
City's credit line with BOA for Amendment 78 leases is $2.8 million; with this transaction the City will
have utilized approximately $2.1 million of the master lease. After this transaction the City's remaining
lint -of -credit, from BOA, is 5700,000.
Prior to initiating this lease transaction Staff performed a cost/benefit analysis to determine if the lease
program remains a positive option for the City. The cost/benefit analysis of each transaction on the use
of the master lease agreement is consistent with commitments made for this fiscal tool.
This additional lease of $347,000 after all direct expenses (interest expense andlegal) will net [he City
less than $5,000 over the life of the lease. From a cash-flow perspective the lease transaction is still
valid; however, it does indicate that this may be the last lease the City should enter into for the next few
months.
CC:
Greg Boettcher
Chris Bosch
Ray Boudreaux
Tim Conklin
Gary Dumas
Frank Johnson
Louisc Schaper
Sondra Smith
Kit Williams
Marsha Farthing
Kevin Springer
Water & Wastewater Director
Fire Chief
Economic Development and Airport Director
Community Planning and Engineering Services Dir.
Operations Director
Police Chief
Library Director
City Clerk
City Attorney
Accounting Manager
Budget Manager
•
CITY COUNCIL AGENDA MEMO
• /G /off
ECD/ �NG,C
��ncy
City Council Meeting of D emtfCr 1H, 2003600Ei ,v;a
To: Mayor and City Council
From: Chris Bosch, Fire Chief a
Date: December 1, 2003
Subject: Resolution approving the purchase of one E -One Fire Pumper through LEECO Fire Equipment.
RECOMMENDATION
The Fire Department recommends approval of a resolution, which provides for the purchase of a new Fire
Apparatus. This apparatus has been budgeted in the 2004 CIP.
BACKGROUND
In 2003, the Fire Department requested and received Council approval for the purchase of three fire
pumpers and one ladder unit with E -One Fire Apparatus, through LEECO Fire Equipment. Inc. At that time,
the Department also requested permission to entcr into a long-term bid waver for future purchase of fire
apparatus, in an effort to establish consistency in the current fleet. As part of this program, the Fire
Department has planned for the replacement of one fire apparatus each year, through the annual Capital
Improvements Budget, which is funded through the sale tax capital fund.
•
DISCUSSION
The Fire Department is requesting approval of this purchase, at this time, in an effort to lock -in the 2004
purchase and secure 2003 pricing. This piece of equipment will assist the Fire Department by allowing for
the replacement of an additional apparatus, as planned in the apparatus purchase plan, which was presented
in the spring of 2003.
BUDGET IMPACT
The 2004 cost of this piece of equipment, which was budgeted in the upcoming Capital Improvements
Budget is $365,026.62; however, the 2003 price of this apparatus is $347,645.83. By contracting to
purchase this apparatus on or before December 19, 2003, the Fire Department can save $17,380.79 on the
overall cost. The funds saved through this endeavor can then be utilized for other projects in the 2004 CIP.
STIR REVIEW FORM - FINANCIAL OBLIG LION
X AGENDA REQUEST
_ CONTRACT REVIEW
GRANT REVIEW
For the Fayetteville City Council Meeting of: December 16, 2003
FROM:
Chris Bosch Fire Operations Fire
Name
Division Department
ACTION REQUIRED: Approval of a resolution providing the Fire Department with approval of
the purchase of one E -One replacement pumper through LEECO Fire Equipment. This project
is funded through the 2004 CIP Budget, in the amount of $374,500. Approval will allow
the Fire Department to take advantage of the 2003 pricing structure by securing a price
of $347,645.83 which reflects a savings of $17,380.79 on the purchase price.
COST TO CITY:
$347,645.83 $ 374,500.00 Fire Apparatus Purchase Program
Cost of this request
Category/Project Budget Program Category / Project Name
4470.9470.5802.00 $
Account Number
Vehicles 6 Equipment
Funds Used to Date Program / Project Category Name
03019 $
Project Number
374,500.00 Sales Tax Capital
Remaining Balance- Fund Name
BUDGET REVIEW:
X Budgeted Item
Budget Mana•=r
-u3
Date
Budget Adjustment
Attached
CONTRACT/GRANT/LEASE REVIEW:
Accounting Manager
City A orney
Date Internal Aud' or
DSte
(Lea
Purchasing Manager
/afo3
Date
ia)4/o3
Date
STAFF RECOMMENDATION: Approval of the resolution.
Division Head
Department Director
Finance
$ Internal
'-4
41
Chie
Services
.1•.../Ada
Dir.
inistra ive Officer
Date
Date
/1-0o3
Date
/
Date
Received in Mayor's Office
Cross Reference:
Previous Ord/Res#: 55-03
Orig. Contract Date:
Orig. Contract Number:
New Item:
3
Yes
No
RESOLUTION NO.
A RESOLUTION APPROVING THE PURCHASE OF ONE (1)
EMERGENCY ONE, INC. (E -ONE) PUMPER APPARATUS FROM
LEECO, INC. IN THE AMOUNT OF $347,645.83; AND
APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT OF
$377,646.00 FOR SAME.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas
hereby approves the purchase of one (1) Emergency One, Inc. (E -ONE) pumper
apparatus from Leeco, Inc. in the amount of $347,645.83.
Section 2. That the City Council of the City of Fayeettl '"lle, .Arkansas
hereby approves a budget adjustment in the amount,o1F$3 07,'46.1 for sam e.
I
APPROVE -4°:°n
PASSED and APPROVED this 16th day ol'December, 20
ATTEST:
BIX
�SION RA SMITH, City Clerk
1
By:
a`DA'ISCOODY, Mayor
CONTRACT PURCHASE AGREEMENT
This agreement is made this day of 2003, by and between LEECO, INC. Fire
Equipment, 1408 Highway 124 East, P. O. Box 210, Damascus, Arkansas 72039 (hereinafter "Company")
and the City of Fayetteville. 113 West Mountain, Fayetteville, Arkansas 72701 (hereinafter "Buyer").
1. Purchase. The Company agrees to scl I, and the Buyer agrees to purchase, ONE (1) Emergency One,
Inc. (E -ONE) Custom Pumper and equipment as described in thc Company's Proposal and thc
Specifications attached hereto and hereby incorporated by reference (thc "Apparatus"), all in accordancc
with the terms and conditions of this Agreement. Any changes to the Specifications or pricing attached
hereto will bc executed by the Company only if documented and signed by both parties.
2. Delivery. The Apparatus shall be delivered to the Company's staging area, in approximately 230
calendar days after execution of this Agreement by Buyer and the receipt and execution of same by the
Company al its offices in Damascus, Arkansas. It is agreed that such delivery is subject to delays caused by
strikes, inability to obtain materials, and other causes beyond the control of the manufacturer (E -ONE).
3. Price. Buyer agrees to pay a Purchase Price of Three hundred Forty Seven Thousand, Six -Hundred
Forty Five Dollars and Eighty Three Cents (S347.645.83). This Purchase Price is exclusive of all Federal,
State or local taxes of any nature after completion of the necessary paperwork, and will remain firm only
until December 19, 2003. Buyer agrees that the terms of payment shall be cash/chcck due upon delivery
and acceptance al the City of Fayetteville, Arkansas.
4. Title. The ownership and risk of loss shall pass from Company to Buyer upon dclivcry and acceptance
of thc apparatus. The Buyer further alpecs that the Apparatus will not be placed in active service until the
full purchase price has been paid to the Company. Title will be issued to thc Buycr after payment has been
madc and the appropriate paperwork is returned to manufacturer (E -ONE) for issuance of proper MSO.
5. Warranty. The Company warrants each new item of Apparatus manufactured by it against defects in
material and workmanship, for a period of one year from the date of dclivcry. Certain additional extended
warranties arc applicable to certain components of the Apparatus as described in thc Statements of
Warranty previously provided to the Buyer. This warranty is in favor of thc original user/purchaser, in
accordance with the Apparatus Builder (E -ONE) preprinted Statements of Warranty which arc attached to
the Agreement or have otherwise been delivered to Buyer. With respect to any item of Apparatus that arc
not manufactured by the Apparatus Builder (E -ONE), such items shall not bc warranted by the Company
but shall bc subject to thc warranty provided by the manufacturer.
6. Entire A¢reement. This Agreement, including its atachunents and exhibits. constitutes the entire
understanding between the parties relating to the subject matter contained herein. No agent or
representative of the Company has authority to make any representations, statements, warranties or
agreements not herein expressed and all modifications or amendments of this agreement, including its
attachments and exhibits, must be in writing signed by an authorized representative of cath of the parties.
IN WITNESS WHEREOF, The Company and the Buycr have caused this Agreement to be executed by
their duly authorized representatives as of the date set forth by each.
CITY OF FAYETTEVILLE, ARKANSAS LEECO, INC. Fire Equipment Sales
By: By:
Title: Title:
Date: Date:
• America's
LEECO, Inc.
Fire Equipment Sales Fire Truck
P.O. BOX 210
HIGHWAY 124 EAST 800-233-5053
DAMASCUS. AR 72039 Office 501-335-7111
Fax 501-335-7458
November 26, 2003
Fire Chief Chris Bosch
CITY OF FAYETTEVILLE
Fire Department
113 West Mountain
Fayetteville, Arkansas 72701
Dear Chief Bosch:
Thank you for your interest in E -ONE fire apparatus. As you know, the trucks that you
have on order are currently being equipped here at LEECO, INC., and we anticipate
delivering them to you soon. I have attached a photograph of a pumper for your
inspection and enjoyment.
We have attached complete specifications and proposals/contracts for one or two more
pumpers identical to this one. The price difference from $346,880.83 each to
$347,645.83 each reflects the additional $765.00 equipment that your Fire Department
has requested.
Please be aware, that the pricing for $347,645.83 for one pumper and $695,291.66 for the
purchase of two pumpers can remain firm only until December 19, 2003. At that time,
we expect a price increase of approximately 5% per our original agreement. Purchase of
these pumpers on or before that date would assure the City of Fayetteville, Arkansas a
savings of$17,380.79 for the purchase of one pumper and $34,761.58 for the purchase of
two pumpers. As you can see, this is substantial savings for the City.
If you should need additional information, or have any questions, please do not hesitate to
contact me at your convenience.
Sincerely,
Mrs. Carolyn S. Lee
Mrs. Carolyn S. Lee, Owner
LEECO, INC. — E -ONE Dealer
CSL.Im
Attachments
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Glance Pearman - Leeco contract �_ Page 1
From: Clarice Pearman
To: Bosch, Chris
Date: 12/17/03 5:25PM
Subject: Leeco contract
Chief Bosch, please get an signed original contract for the mayor's signature and to attach to the
resolution passed by the City Council December 16, 2003. I will need this contract so continue the
resolution processing.
Thanks.
Clarice
x309
Clarice Pearman - Re: Leeco contract •
From: Chris Bosch
To: Pearman, Clarice
Date: 12/18/03 7:59AM
Subject: Re: Leeco contract
Clarice,
•
I can have a faxed copy up here this morning, but an original will require a couple of days. Can we use a
signed faxed copy until the original arrives? The problem we're dealing with is that LEECO (E -One) needs
a copy of the signed agreement by December 19, 2003 to ensure the pricing structure.
If we can use the faxed copy for now I'm sure they can get us an original copy by Monday of next week.
Let me know ASAP and I'll make the necessary arrangements.
Thanks,
Chris
Chris Bosch, Fire Chief
Fayetteville Fire Department
303 W. Center St.
Fayetteville, AR. 72701
(479) 575-8365
(479) 575-0471 fax
»> Clarice Pearman 12/17/03 05:25PM »>
Chief Bosch, please get an signed original contract for the mayor's signature and to attach to the
resolution passed by the City Council December 16, 2003. I will need this contract so continue the
resolution processing.
Thanks.
Clarice
x309
CC: Smith, Sondra
Page 1
FAYETTEV?LLE
THE CITY OF FAYETTEVILLE. ARKANSAS
DEPARTMENTAL CORRESPONDENCE _
To: Chris Bosch
Fire Operations
From: Clarice Buffalohead-Pearman v" `
City Clerk Division
Date: December 22, 2003
Re: Res. 199-03
This resolution was passed by City Council, December 16, 2003, approving the purchase of E -
One Pumper apparatus from Leeco, Inc. This is just a reminder about getting an original of the
agreement with Leeco, Inc. to the city clerk's office. Thanks.
If anything else is needed please let the city clerk's office know.
/cbp
From: Chris Bosch
To: Pearman, Clarice
Date: 12/30/03 10:40AM
Subject: Re: Leeco contract
Clarice,
We just got off the phone with Carolyn from Leeco and she will be bringing the original contract document
with her on Monday, when she delivers the new apparatus. She was concerned about the document
getting lost in the mail or being delayed by the holiday rush, so she is opting to hand deliver it.
Thanks for your help.
Chris
Chris Bosch, Fire Chief
Fayetteville Fire Department
303 W. Center St.
Fayetteville, AR. 72701
(479) 575-8365
(479) 575-0471 fax
>>> Clarice Pearman 12/29/03 05:26PM >>>
Hi Chief Bosch!
Hope you had a good holiday. Just a reminder about the original contract.
Thanks.
Clarice
>>> Chris Bosch 12/18/03 07:59AM >>>
Clarice,
I can have a faxed copy up here this morning, but an original will require a couple of days. Can we use a
signed faxed copy until the original arrives? The problem we're dealing with is that LEECO (E -One) needs
a copy of the signed agreement by December 19, 2003 to ensure the pricing structure.
If we can use the faxed copy for now I'm sure they can get us an original copy by Monday of next week
Let me know ASAP and I'll make the necessary arrangements.
Thanks,
Chris
Chris Bosch, Fire Chief
Fayetteville Fire Department
303 W. Center St.
Fayetteville, AR. 72701
(479) 575-8365
(479) 575-0471 fax
>>> Clarice Pearman 12/17/03 05:25PM >>>
Chief Bosch, please get an signed original contract for the mayor's signature and to attach to the
resolution passed by the City Council December 16, 2003. I will need this contract so continue the
resolution processing.
Thanks.
Clarice
x309
City of Fayetteville K 0e t n �
/
Staff Review Form �^
City Council Agenda Items
Contracts ' i I'.I6 c(
/aavn/-v
City Council Meeting Date (.gyp
Marsha Farthing/Shelly Turberville Accounting Finance and Internal Services
Submitted By Division Department
$347,645.83
Cost of this request
4470.9470.5500.01
Account Number
Action
$ 475,531.00
Category/Project Budget
$ 352,753.00
Funds Used to Date
Fire Lease Payments
Program Category / Project Name
Fire Improvements
Program / Project Category Name
03021.1 $ 122,778.00 Sales Tax Capital
Project Number Remaining Balance - Fund Name
Budgeted Item X Budget Adjustment Attached EJ
Previous Ordinance or Resolution #
Original Contract Date:
Department Director Date
City Attorney
Mayor
Original Contract Number:
Received in City Clerk's Office
Date
Received in Mayor's Office
ate
Bank of America.
November 23, 2004
Shelly Turberville
City of Fayetteville, Arkansas
113 West Mountain Road
Fayetteville, AR 72701
Banc of America Leasing & Capital LLC
CAS- 705-0401
555 California Street, 4th Floor
San Francisco, CA 94104
Tel 415.765.7300
Re: Master Equipment Lease /Purchase Agreement Dated June 25, 2003, Schedule of
Property No. 2 Revised
Dear Marsha:
Enclosed are the following closing documents for review and execution:
• Schedule of Property No. 2 -(2 copies)
• Rental Payment Schedule -(2 copies)
• Essential Use / Source of Funds Certificate -(2 copies)
o Acceptance Certificate -(2 copies)
The officers authorized to sign lease documents on behalf of the City must execute the above
documents. When completed, please return them to my attention via overnight mail. Once
received, I will return countersigned copies of the documents for your records.
In addition, we will require the following prior to funding.
• Opinion of Counsel — (on counsel's letterhead)
• Provide us with a copy only of Form 8038-G (original to be filed by Lessee with IRS)
The documents assume a funding date of December 1, 2004 and I will need fax copies of all of
the required items by Monday, November 29, 2004. I look forward to working with you on this
transaction.. If you have any questions, please give me a call at (415) 765-1867. My fax
number is (415) 343-0533.
Sincerely,
BANC OF AMERICA LEASING & CAPITAL, LLC
4J/ -v
Bridgett A Id
Senior Operations Analyst
encls.
USA
999
1
CITY OF FAYETTEVILLE, ARKANSAS
MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
(AMENDMENT 78)
TRANSCRIPT OF PROCEEDINGS
Transaction 1: Dated as of August 1, 2003
Transaction 2: Dated as of December I, 2004
Prepared By:
KUTAK ROCK LLP
425 West Capitol, Suite 1 100
Little Rock, Arkansas 72201
10-51103.2
City of Fayetteville, Arkansas
Master Equipment Lease/Purchase Agreement
(Amendment 78)
INDEX
Item No.
Transaction I
Closing Certificate of the City (Amendment 78 Lease/Purchase Agreement) 1
Exhibit A - Ordinance No. 4478 adopted April 15, 2003,
authorizing execution and delivery of the Lease/Purchase
Agreement 2
Exhibit B - Minutes of City Council meeting held April 15, 2003
adopting Ordinance No. 4478 3
Exhibit C — Proof of Publication of Ordinance No. 4478 in the
Northwest Arkansas edition of the Arkansas Democrat -Gazette
on April 19, 2003 4
City's Non -Arbitrage Certificate 5
Master Equipment Lease/Purchase Agreement 6
Amendment No. I to Master Equipment Lease/Purchase Agreement 7
Acquisition Fund Agreement 8
Opinion of Bond Counsel 9
Form 8038-G and Proof of Mailing to Internal Revenue Service 10
Transaction 2
Closing Certificate of the City (Amendment 78 Lease/Purchase Agreement) II
Exhibit A - Ordinance No. 4478 adopted April 15, 2003,
authorizing execution and delivery of the Lease/Purchase
Agreement 12
10-51103.2
I
Item No.
Exhibit B — Minutes of City Council meeting held April 15, 2003
adopting Ordinance No. 4478 13
Exhibit C — Proof of Publication of Ordinance No. 4478 in the
Northwest Arkansas edition of the Arkansas Democrat -Gazette
on April 19, 2003 14
City's Non -Arbitrage Certificate 15
Schedule of Property No. 2 16
Acceptance Certificate 17
Essential Use/Source of Funds Certificate 18
Opinion of Bond Counsel 19
Form 8038-G and Proof of Mailing to Internal Revenue Service 20
Transcripts Delivered to:
City of Fayetteville, Attn: Mr. Steve Davis (1 Bound)
Banc of America Leasing & Capital, LLC, Attn: Ms. Tessie G. Panganiban/
Bridgett Arnold (I Bound)
Arvest Bank, Attn: Ms. Garth Mahan (1 Bound)
Fayetteville City Attorney, Attn: Kit Williams, Esq. (I Bound)
Kutak Rock LLP (I Bound)
10-51103.2 3
EXECUTION COPY
' I
CLOSING CERTIFICATE OF THE CITY
(Amendment 78 Lease/Purchase Agreement)
The undersigned Mayor and City Clerk of the City of Fayetteville, Arkansas, a duly
organized municipality and political subdivision of the State of Arkansas (the "City"), do hereby
certify, represent, covenant and request as follows:
1. The undersigned are the duly elected, qualified, and acting Mayor and City Clerk
of the City, and as such officials have in their possession or have access to the official books and
corporate records of the City. This Certificate is executed and delivered in connection with the
execution and delivery of the Master Equipment Lease/Purchase Agreement (Amendment 78
Lease), dated as of June 25, 2003, as amended by Amendment No. I to Master Equipment
Lease/Purchase Agreement (Amendment 78 Lease), together with the Schedule of Property
No. 1, each dated as of July 10, 2003, and as amended by the Schedule of Property No. 2, dated
as of December 1, 2004 (as amended, the "Lease/Purchase Agreement"), by and between the
City and Banc of America Leasing & Capital, LLC, a Delaware limited liability company ("Banc
of America").
2. Attached hereto as Exhibit A is a true, complete and correct copy of Ordinance
No. 4478 (the "Authorizing Ordinance"), duly adopted by a majority of the City Council of the
City at a duly called regular meeting of the City Council, open to the public, held April I5, 2003.
The Authorizing Ordinance authorizes the execution and delivery of the Lease/Purchase
Agreement, and the Authorizing Ordinance is in full force and effect and has not been altered,
amended or repealed as of the date hereof. No petition or petitions to refer the Authorizing
Ordinance to the people under Amendment No. 7 to the Constitution of the State of Arkansas
have been filed as of the date hereof, and the City Council has not referred the Authorizing
Ordinance to the people for adoption or rejection.
Attached hereto as Exhibit B is a true, complete and correct copy of the minutes of a
meeting of the City Council held April 15, 2003, showing adoption of the Authorizing
Ordinance, as said minutes appear in the official records of the City. At said meeting a quorum
was present and acted throughout.
Attached hereto as Exhibit C is a true, complete, and correct copy of a publisher's
affidavit showing publication of the Authorizing Ordinance in the Northwest Arkansas edition of
the Arkansas Democrat -Gazette on April 19, 2003.
No authority or proceeding in connection with the execution and delivery of the
Lease/Purchase Agreement has been repealed, revoked or rescinded.
3. The persons named below were on the date of execution of the Lease/Purchase
Agreement, and are on the date hereof, the duly qualified and acting incumbents of the offices of
the City set opposite their respective names. The undersigned, or their successors in office, are
the authorized representatives of the City for all purposes of the Lease/ Purchase Agreement and
the Authorizing Ordinance.
Title Name
Mayor Dan Coody
City Clerk Sondra Smith
4. The undersigned Mayor of the City did manually execute the Lease/Purchase
Agreement and the undersigned City Clerk of the City did manually attest the Lease/Purchase
Agreement.
5. The City has duly adopted the Authorizing Ordinance and has duly authorized,
executed and delivered the Lease/Purchase Agreement by all necessary action under the
Constitution and laws of the State of Arkansas, including particularly Amendment 78 to the
Constitution and Arkansas Code Annotated Sections 14-78-101 et seq. (the "Authorizing
Legislation"). As of the date hereof, the Authorizing Ordinance and the Lease/Purchase
Agreement are in full force and effect and each constitutes the valid, binding and enforceable
obligation of the City, except to the extent their enforceability may be limited by bankruptcy,
insolvency or other similar laws affecting creditors' rights generally, or by the availability of
equitable remedies, and the City is entitled to the benefits of the same. The City has complied in
all respects with the provisions of the Authorizing Legislation and has full legal right, power and
authority to enter into the Lease/Purchase Agreement for the purpose stated in the Authorizing
Legislation, to adopt the Authorizing Ordinance, and to carry out and consummate all other
transactions contemplated by the Lease/Purchase Agreement and the Authorizing Ordinance.
6. For purposes of complying with the provisions of Amendment 78 and the
Authorizing Legislation:
(a) the equipment to be financed under the Leasc/Purchase Agreement has a
useful life of greater than one (1) year; and
(b) the aggregate outstanding and unpaid principal amount of all "short-term financing obligations" (as defined in Amendment 78) as of the date hereof, including all
obligations under the Lease/Purchase Agreement, does not exceed five percent (5%) of
the assessed value of all taxable property located within the City as determined in the
latest available property tax assessment.
7. Any certificate signed by any official of the City (including this certificate)
delivered in connection with the Lease/Purchase Agreement shall be deemed a representation
and warranty by the City as to the statements made therein (and herein).
8. The seal affixed to this certificate is the legally adopted, proper and only official
seal of the City, and has been duly affixed to the Lease/Purchase Agreement.
9. The meeting of the City Council of the City referred to in paragraph 2 hereof was
open to the public in compliance with the provisions of Section 25-19-106 of the Arkansas Code
Annotated (2002 Repl.), as amended and supplemented. The authorization, approval, execution
and delivery of the Lease/Purchase Agreement and all proceedings of the City relating to the
transactions contemplated thereby have been performed in accordance with all open meeting
laws, public bidding laws and all other applicable state and federal laws.
1069406.2 2
10. The authorized representative of the City for all purposes of the Lease/Purchase
Agreement is Dan Coody, Mayor, whose signature appears on page 4. Until further written
notice to you, any instrument authorized by the Lease/Purchase Agreement to be signed by an
authorized representative of the City is to be honored if it contains the manual signature of this
individual.
11. The City has not and will not engage in any activity which might result in the
portion of the rentals constituting interest under the Lease/Purchase Agreement becoming
taxable to it or any of said interest on the Bonds becoming taxable to the recipients thereof under
the Federal income tax laws.
12. The City is a city of the first class pursuant to Title 14, Subtitle 3, Chapter 43 of
the Arkansas Code Annotated. The City is operating under the major -council form of
government pursuant to Title 14.
13. The Authorizing Ordinance has been adopted in conformance with the City's
rules of procedure relating to the conduct of its City Council meetings.
14. There is no action, suit, proceeding, inquiry or investigation involving the City
before or by any court or public board or body pending or, to the knowledge of the undersigned,
threatened wherein an unfavorable decision, ruling or finding would: (i) affect the creation,
organization, existence or powers of the City or the titles of its officials to their respective
offices, (ii) enjoin or restrain the execution or delivery of the Lease/Purchase Agreement, or
(iii) in any way question or affect any authority for the authorization, execution or delivery of the
Lease/Purchase Agreement or the validity or enforceability of the Lease/Purchase Agreement or
the Authorizing Ordinance.
15. In the City, the time for filing a referendum petition is fixed at 31 days after the
publication of the measure upon which the referendum is sought.
16. The adoption of the Authorizing Ordinance and the execution and delivery of the
Lease/Purchase Agreement, and compliance with the provisions thereof under the circumstances
contemplated thereby does not and will not in any material respect conflict with, or constitute on
the part of the City a breach or default under, any agreement or other instrument to which the
City is a party, or any existing law, administrative regulation, court order or consent decree to
which the City is subject.
17. The Equipment (as defined in the Lease/Purchase Agreement) is essential to the
functions of the City or to services the City provides to its citizens. Further, the City has an
immediate need for, and expects to make immediate use of, substantially all of such Equipment,
which need is not temporary or expected to diminish in the foreseeable future.
18. The City's employer tax identification number is 71-6018462.
10-69406.2 3
19. Dan Coody, Mayor, hereby certifies that the signature of Sondra Smith, City
Clerk, affixed hereto is her true and correct signature, and Sondra Smith, City Clerk, hereby
certifies that the signature of Dan Coody, Mayor, affixed hereto is his true and correct signature.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
December 1, 2004.
CITY OF F5YETTEVILLE, ARKANSAS
Dan Coody, Mayor
Smith, City
10-69406.2 4
See Tab No. 2
fl
See Tab No. 3
See Tab No. 4
•. •
EXECUTION COPY
CITY'S NON -ARBITRAGE CERTIFICATE
General
1.1: The undersigned is the Mayor of the City of Fayetteville, Arkansas (the "City")
and certifies the statements in this certificate.
1.2. This certificate is executed for the purpose of setting forth the facts, estimates and
expectations of the City on the date hereof as to future events regarding the City's obligations
under Schedule of Property No. 2 dated December 1, 2004 ("Schedule 2") to the Master
Equipment Lease/Purchase Agreement (Amendment 78 Lease), dated as of June 25, 2003, as
amended by Amendment No. l to Master Equipment Lease/Purchase Agreement (Amendment
78 Lease), dated as of July 10, 2003 (as amended, the "Lease/Purchase Agreement"). The City
has not been notified of any listing or proposed listing of the City by the Internal Revenue
Service as an issuer that may not certify its bonds.
1.3. The undersigned is the officer of the City delegated with the responsibility of
executing the Lease/Purchase Agreement and is familiar with the facts, estimates and
expectations set forth herein.
1.4. To the best of the undersigned's knowledge, information and belief, the
expectations contained in this certificate are reasonable.
1.5. Various representations by Banc of America Leasing & Capital, LLC (the
"Lessor") regarding certain facts and expectations are contained herein. The City is aware of no
facts or circumstances that would cause it to question the accuracy of such representations. To
the best of the knowledge, information and belief of the undersigned, such representations are
reasonable and there are no facts, estimates or circumstances of which the undersigned is aware
that would materially affect such representations.
2. Purpose of the Lease/Purchase Agreement
2.1. The purpose of entering into the Lease/Purchase Agreement is to obtain financing
for the acquisition of certain firefighting equipment listed in Schedule 2 (the "Equipment').
2.2. The lease payment obligations under the Lease/Purchase Agreement are general
obligations of the City. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Lease/Purchase Agreement.
3. Source and Disbursement of Funds
3.1. In consideration of the execution of the Lease/Purchase Agreement by the City,
the Lessor will reimburse the City for the purchase price of the Equipment and take legal title
thereto.
4. Security
4.1. The City's obligations under the Lease/Purchase Agreement are general
obligations of the City. On or before the 1st day of each month, commencing January 1, 2005,
the City shall transfer to the Lessor the lease payments detailed in the Lease/Purchase
Agreement. Such payments shall be made from the general revenues of the City, and the City
has established no special fund from which to make said payments.
5. Investment of Funds
5.1. The amount borrowed for the purpose of reimbursing the City for the cost of the
Equipment does not exceed the estimated maximum total cost of the Equipment, less all other
funds of the City reasonably available for such purpose.
5.2. The Equipment is not expected during the term of the Lease/Purchase Agreement
to be sold or otherwise disposed of for a consideration.
6. Yield of the Lease/Purchase Agreement and Acquired Obligations
6.1. When used herein, the term "yield," when used in connection with the
Lease/Purchase Agreement, refers to that discount rate which, when used in computing the
present worth of all lease payments of principal and interest thereunder, produces an amount
equal to the amount disbursed thereunder, including accrued interest, if any. The Lessor has
represented the yield on the Lease/Purchase Agreement to be 3.2000% and the weighted average
maturity of the City's obligations thereunder as 1.738 years.
7. Miscellaneous
7.1. Other than general revenues, there are no other funds or accounts in existence or
that will be established that the City reasonably expects will be available to pay the principal of
or interest on the Lease/Purchase Agreement.
7.2. No portion of the amounts received under the Lease/Purchase Agreement will be
used as a substitute for other funds which have been or will be used to acquire, directly or
indirectly, obligations producing a yield in excess of the yield on the Lease/Purchase Agreement.
7.3. The Lease/Purchase Agreement is not and will not be part of a transaction or
series of transactions that attempt to circumvent the provisions of Section 148 of the Code,
enabling the City to exploit the difference between tax-exempt and taxable interest rates to gain a
material financing advantage, or increasing the burden on the market for tax-exempt obligations.
7.4. This certificate is intended to be, and may be relied upon as, a certificate
described in Section 1.148-2(b)(2) of the Regulations.
10-64408.2 2
7.5. This certificate is dated December 1, 2004.
CITY OF FAYETTEVILLE, ARKANSAS
By:
Dan Coody, Mayor
1069408.2 3
EXHIBIT A
SCHEDULE OF PROPERTY No. 2
Re: Master Equipment Lease/Purchase Agreement, dated as of June 25, 2003,
between Banc of America Leasing & Capital, LLC, as Banc of America,
and City of Fayetteville Arkansas, as City
1. Defined Terms. All terms used herein have the meanings ascribed to them in the
above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment
Lease").
2. Equipment. The following items of Equipment are hereby included under this
Schedule of the Master Equipment Lease.
Quantity
Description
Vin/Serial No.
Model No.
Location
1
Fire Engine
Pumper
4EN3AAA8141008550
E -One 1500 Gallon
r Minute Pumper
113 West Mountain Rd,
Fayetteville, AR 72701
Payment Schedule.
(a) Rental Payments. The Rental Payments shall be in such amounts and
payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as
Exhibit A-1. Rental Payments shall commence on the date on which the Equipment listed in this
Schedule is accepted by City, as indicated in an Acceptance Certificate substantially in the form of
Exhibit B to the Master Equipment Lease. The City agrees to accept the equipment as agreed to in
Article V of the Master Lease Agreement dated June 25, 2003.
(b) Purchase Price Schedule. The Purchase Price on each Rental Payment
date for the Lease of the Equipment listed in this Schedule shall be the amount set forth for such
Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to
this Schedule. The Purchase Price is in addition to all Rental Payments then due under this
Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule).
4. Representations, Warranties and Covenants. City hereby represents, warrants and
covenants that its representations, warranties and covenants set forth in the Master Equipment
Lease are true and correct as though made on the date of commencement of Rental Payments on
this Schedule. City further represents and warrants that no material adverse change in City's
financial condition has occurred since the date of the Master Equipment Lease.
t597436v2
BofA Legal: 11/23/04
5. The Lease. The terms and provisions of the Master Equipment Lease (other than
to the extent that they relate solely to other Schedules or Equipment listed on other Schedules)
are hereby incorporated into this Schedule by reference and made a part hereof.
6. Acquisition Amount. The Acquisition Amount for the Equipment described in this
Schedule to be paid to the Vendor is $347,645.83.
7.
Lease
Term. The Lease
Term shall consist
of the Original Term and 4
consecutive
Renewal
Terms, with
the final Renewal Tenn
ending on April
1, 2008.
8. Purchase Option Commencement Date. For purposes of Section 10.01 of the
Lease, the Purchase Option Commencement Date is September 1, 2006.
$597436v2
BofA Legal: 11/23/04
Dated: December 1.2004
BANC OF AMERICA:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
CA5-705-04-01
San Francisco, California 94104
By
Title 6I�e1,4
CITY:
City of Fayetteville, Arkansas
113 West Mountain Street
Fayetteville, Arkansas 72701
By
Tit
(Sc
Att
By
Tit]
Counterpart No. of manually executed and serially numbered counterparts.
To the extent that this Lease constitutes chattel paper (as defined in the Uniform Commercial
Code), no security interest herein may be created through the transfer or possession of any
Counterpart other than Counterpart No. 1.
- . .d�Hl:irnryr
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BofA Legal: 11/23/04
EXHIBIT A-1
RENTAL PAYMENT SCHEDULE
Purchase Price
Rental Rental Interest
Rental (excluding
Payment Payment Portion Principal Payment prepayment
yen
Amount Number 3.20% Portion premium) Dec -01-04 0 0.00 0.00 0.00 347,645.83
Jan -01-05 1 928.76 8,246.63 9,175.39 339,399.20
Feb -01-05 2 906.74 8,268.65 9,175.39 331,130.55
Mar -01-05 3 884.64 8,290.75 9,175.39 322,839.80
Apr -01-05 4 862.49 8,312.90 9,175.39 314,526.90
May -01-05 5 840.28 8,335.11 9,175.39 306,191.79
Jun -01-05 6 818.02 8,357.37 9,175.39 297,834.42
Jul -01-05 7 795.69 8,379.70 9,175.39 289,454.72
Aug -01-05 8 773.30 8,402.09 9,175.39 281,052.63
Sep -01-05 9 750.86 8,424.53 9,175.39 272,628.10
Oct -01-05 10 728.34 8,447.05 9,175.39 264,181.05
Nov -01-05 11 705.78 8,469.61 9,175.39 255,711.44
Dec -01-05 12 683.16 8,492.23 9,175.39 247,219.21
Jan -01-06 13 660.46 8,514.93 9,175.39 238,704.28
Feb -01-06 14 637.72 8,537.67 9,175.39 230,166.61
Mar -01-06 15 614.91 8,560.48 9,175.39 221,606.13
Apr -01-06 16 592.04 8,583.35 9,175.39 213,022.78
May -01-06 17 569.11 8,606.28 9,175.39 204,416.50
Jun -01-06 18 546.11 8,629.28 9,175.39 195,787.22
Jul -01-06 19 523.06 8,652.33 9,175.39 187,134.89
Aug -01-06 20 499.95 8,675.44 9,175.39 178,459.45
Sep -01-06 21 476.77 8,698.62 9,175.39 169,760.83
Oct -01-06 22 453.52 8,721.87 9,175.39 161,038.96
Nov -01-06 23 430.23 8,745.16 9,175.39 152,293.80
Dec -01-06 24 406.87 8,768.52 9,175.39 143,525.28
Jan -01-07 25 383.44 8,791.95 9,175.39 134,733.33
Feb -01-07 26 359.95 8,815.44 9,175.39 125,917.89
Mar -01-07 27 336.40 8,838.99 9,175.39 117,078.90
Apr -01-07 28 312.78 8,862.61 9,175.39 108,216.29
May -01-07 29 289.11 8,886.28 9,175.39 99,330.01
Jun -01-07 30 265.37 8,910.02 9,175.39 90,419.99
Jul -01-07 31 241.56 8,933.83 9,175.39 81,486.16
Aug -01-07 32 217.70 8,957.69 9,175.39 72,528.47
Sep -01-07 33 193.76 8,981.63 9,175.39 63,546.84
Oct -01-07 34 169.77 9,005.62 9,175.39 54,541.22
Nov -01-07 35 145.71 9,029.68 9,175.39 45,511.54
Dec -01-07 36 121.59 9,053.80 9,175.39 36,457.74
Jan -01-08 37 97.40 9,077.99 9,175.39 27,379.75
Feb -01-08 38 73.14 9,102.25 9,175.39 18,277.50
Mar -01-08 39 48.83 9,126.56 9,175.39
Apr -01-08 40 24.45 9,150.94 9,175.39 9.150.94
0.00
Prepayment Premium for purposes of Section 10.01(a) is Lessee may not prepay for the
first half of the lease term. Thereafter, upon 30 days written notice, Lessee may prepay the entire
outstanding principal balance plus accrued interest and any other unpaid charges plus a premium
of 1% of the then outstanding principal balance on any rental payment date.
For purposes of this Lease, "Taxable Rate," with respect to the interest component of
Rental Payments, means an annual rate of interest equal to 5.00%
EXHIBIT B
ACCEPTANCE CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
CA5-705-04-01
San Francisco, California 94104
Re: Schedule of Property No. 2, dated December 1, 2004, to Master
Equipment Lease/Purchase Agreement, dated as of June 25, 2003,
between Banc of America Leasing & Capital, LLC, as Banc of America,
and City of Fayetteville, Arkansas, as City
Ladies and Gentlemen:
In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement")
the undersigned City hereby certifies and represents to, and agrees with Banc of America as
follows:
1. All of the Equipment (as such term is defined in the Agreement) listed in the
above -referenced Schedule of Property (the "Schedule") has been delivered, installed and
accepted on the date hereof.
2. City has conducted such inspection and/or testing of the Equipment listed in the
Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the
Equipment for all purposes.
3. City is currently maintaining the insurance coverage required by Section 7.02 of
the Agreement.
4. No event or condition that constitutes, or with notice or lapse of time, or both,
would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof.
Date: December 2`
COT':
Cit
By
Tit]
(Set,
(Amendment 78 Lease)
ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
CA5-705-04-01
San Francisco, California 94104
Re: Master Equipment Lease/Purchase Agreement dated June 25, 2003,
between Banc of America Leasing & Capital, LLC and City of
Fayetteville, Arkansas ("City") and Schedule of Property No. 2 dated
December 1, 2004
This certificate confirms and affirms that the Equipment described in the Agreement
referenced above is essential to the functions of City or to the services City provides its citizens.
Further, City has an immediate need for, and expects to make immediate use.of, substantially all
such Equipment, which need is not temporary or expected to diminish in the foreseeable future.
Such Equipment will be used by City only for the purpose of performing one or more of City's
governmental or proprietary functions consistent with the permissible scope of its authority.
City expects and anticipates adequate funds to be available for a1j4uture payments or rent
due after the current budgetary period.
Signature
Name__
Title
(Amendment 78 Lease)
KUTAK ROCK LLP ATLANTA
CHICAGO
SUITE 1100
DENVER
425 WEST CAPITOL AVENUE Des MOINES
NORTHWEST ARKANSAS OFFICE LITTLE ROCK, ARKANSAS 72201-3409 FAYETTEVILLE
RVINE
THE TREE •SISTERS BUILDING
KANSAS CITY
214 WESTDICKSON STREET 601-976-3000
FACSIMILE 501-975-3001 LOS ANGELES
D
PAVQTT0VILLE, ARKANSAS 72701 0241 OKLAHOMA CITY
A70.01i.�f00
WwW.kutekrook. Corn OMAHA
PASADENA
RICHMOND
SCOTTSDALE
December 1, 2004 WASHING TON
WICHITA
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
CA5-705-04-01
San Francisco, California 94104
Re: Schedule of Property No. 2, dated December 1, 2004, to Master
Equipment Lease/Purchase Agreement dated as of June 25, 2003, as
amended by Amendment No. I to Master Equipment Lease/Purchase
Agreement, dated July 10, 2003, each by and between Banc of America
Leasing & Capital, LLC, as lessor, and City of Fayetteville, Arkansas, as
lessee
Ladies and Gentlemen:
As legal counsel to the City of Fayetteville, Arkansas (the "City"), we have examined
(a) an executed counterpart of that certain Master Equipment Lease/Purchase Agreement dated
as of June 25, 2003, as amended by that certain Amendment No. 1 to Master Equipment
Lease/Purchase Agreement, dated July 10, 2003, and the Exhibits thereto (collectively, the
"Agreement"), each by and between Banc of America Leasing & Capital, LLC ("Banc of
America") and the City, and an executed counterpart of Schedule of Property No. 2, dated
December I, 2004 (the "Schedule"), by and between Banc of America and the City, which,
among other things, provides for the lease of certain property listed in the Schedule (the
"Equipment"), (b) an executed counterpart of Ordinance No. 4478 of City adopted on April 15,
2003 (the "Authorizing Ordinance"), which, among other things, authorizes the City to execute
the Agreement and the Schedule, and (c) such other opinions, documents, certified proceedings
and matters of law as we have deemed necessary in connection with the following opinions. The
Schedule and the terms and provisions of the Agreement incorporated therein by reference,
together with the Rental Payment Schedule attached to the Schedule, are herein referred to
collectively as the "Lease".
As to questions of fact material to our opinion, we have relied upon the representations of
the City contained in the Authorizing Ordinance and the Lease and in the certified proceedings
and other certifications of public officials furnished to us, without undertaking to verify the same
by independent investigation.
10-69407.1
I
KUTAK ROCK LLP
Approving Opinion
December I, 2004
Page 2
Based upon the foregoing, we are of the opinion, under existing law, that:
1. The City is a public body corporate and politic, duly organized and existing under
the laws of the State of Arkansas, and is a political subdivision of the State of Arkansas within
the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the obligations of the City under the Agreement will constitute an obligation of the City
within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.
2. Pursuant to the Constitution and laws of the State of Arkansas, including,
particularly, Amendment 78 and Arkansas Code Annotated Sections 14-78-101 et seq. (2001
Supp.) (the "Act"), the City has the requisite power and authority to lease and acquire the
Equipment and to execute and deliver the Lease and to perform its obligations under the Lease.
3. The Lease has been duly authorized, approved, executed and delivered by and on
behalf of the City, and the Lease is a valid and binding obligation of the City under Amendment
78 and the Act enforceable in accordance with its terms.
4. The authorization, approval, execution and delivery of the Lease and all other
proceedings of City relating to the transactions contemplated thereby have been performed in
accordance with all open meeting laws, public bidding laws and all other applicable state or
federal laws.
5. To the best of our knowledge, there is no proceeding pending or threatened in any
court or before any governmental authority or arbitration board or tribunal that, if adversely
determined, would adversely affect the transactions contemplated by the Lease or the security
interest of Banc of America or its assigns, as the case may be, in the Equipment thereunder.
6. The portion of rentals designated as and constituting interest paid by City and
received by Banc of America is excluded from Banc of America's gross income for federal
income tax purposes under Section 103 of the Code and is exempt from State of Arkansas
personal income taxes; and such interest is not a specific item of tax preference for purposes of
computing the alternative minimum tax imposed on individual and corporations; it should be
noted, however, that such interest is taken into account in determining adjusted current earnings
for purposes of such alternative minimum tax.
It is to be understood that the rights of Banc of America and the enforceability of the
Lease may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally
applicable and that its enforcement may also be subject to the exercise of judicial discretion in
appropriate cases.
All capitalized terms herein shall have the same meanings as set forth in the Lease unless
otherwise provided herein. Banc of America and its successors and assigns, and any counsel
10-69407.1
KUTAK ROCK LLP
Approving Opinion
December 1, 2004
Page 3
rendering an opinion on the tax-exempt status of the interest components of the Rental Payments,
arc entitled to rely on this opinion. Except to the extent specifically set forth above, this opinion
is being rendered to you solely for your use and benefit and may not be relied upon in any
manner, nor used, by any other person.
Very truly yours,
Fl
10-69407. )
Form, 8038.6 Information Return for Tax -Exempt Governmental Obligations
Un
(Rev. November 2000) ► der baernal Revenue Code sacben 149(6) 0a10 No. 1315.0720
ru w
______++�~Lnce�y Cakre if the dsca NPInstuc on
p.*. is wt $100 0a use Form eala.CC.
Laiauu Re NA
I Issuers neme 2y If Amended Return, check here ►
City of Fayett.vus, Arkartaas 2 kwr's 18482 r Wry dw
3 Number and street (« P.O. box if mail Is not delvered to Sbeet address) 71 : 9010492
113 Wast Mountain RooMsuka 4 Report nmn04
e Cay. town, a post office. state. and ZIP code 3 04*3
Fayeftavllh, AR 72701 4 Date of issue
7 Nerve a issue 12-144
Master Equipment Lease/Purehase Agreement (Amandmant 78 Lease) a CUSIP nunber
• Name and )rue or dhcer a legal repres«ttauva whom LM maY cal 1« None
Gordon M. Wllboum, ICutak Rock I1P, Bond Counsel more inomtauon 10 Tta5001 a ttuto915-30e d d0oer o
a txly taPesaeaaa
of Issue cheek applicable box(es) and enter the Issue rice See ) instructions and attarn schedule
11 ❑ Education
12 ❑ Health and hospital - - - 11
13 ❑ Trer5portation - - - 12
14 ® Pudic safety - - - 13
15 0 Environment Gnclud
ing sewage bonds) - - - - 14 341,648
18 ❑ Housing - - 15
17 ❑ Utilities 19
18 ❑ Other. Describe ► - 17
19 If obligations are TANS oe RANs, check box ► 19
20 If❑ If obligations are BANS, check box ► ❑
dbigations are in the form M 1 lflea ... .._.-,I___. - --.
tai Few matlxvy dale -- -._ .-.....-p " •Ilea.
4M Isw price 4x) SateO faaemtxpn lCWsglnd __
pfce ar froanly avrepe muwq ht View
21 4-108 $ 347,949 $
341,846 1.7J/ years
Uses of proceeds of Bond Issue(including underwrken'"�23
y
22 Proceeds used for acwed interest
JJ23 Issue Price of entire issue (enter amount from line 21, column (b))
24 Proceeds used for bond Iss ance costs p Y
A,scotan0
25 Proceeds used f« credit enhancement . '
26 Proceeds alocated to reasons r 27 Proceeds used to curre refuund�e0 reues a r�lettrrnent hurl 29 ntle prlq issues Proceeds used to advance refund prior issues
29 Total (add lines 24 through 28)
n
31 Enter the remaining weighted average y - be - rre "nw,an oona5,
maturity of the bonds to currently refunded ►
32 Enter the remaining weighted average maturity of the bonds to be advance refunded _______________`___
33 Enter the last date on which the refunded bonds will be called ► y—
34 Enter the date(s) the ref ahem b me _ - ►
3S Enter the amount of the state vokrme cap allocated to the issue under section 141(bX5) 3S 360 Enter the amour of gross proceeds imeaed or to be 0
b Enter the final maturity date of the guaranteed investment contract 5_
37 Fabled frurcings: a proceeds of 010 issue that are to be used 10 make bans to other gpvenvrerltal units I 379
b It this issue is a loan made from the proceeds of another tax-exempt issue, check box ►
issuer ► ❑ and enter the name of the
38 If the issuer has desgnats the issue under section 26 0 3 8 and the date of the issue ►
39 If the issuer has elected to a y Sage r Hte 9 (small issuer exception) check box ► 0
40 Ifthe issuer has entified ached penalty in oeu of arbitrage rebate. check box 0
C. check box ►
un� sal Detpsy I aanar. ,.t I nor.. e..n ad Ins rerun and aecofnpanrne stsreuys and u ►
.1 we vua. wt..ne �Ma. at.^Mms..^0 to uw oCy, Cl my lnp,ylpg.
Sign
Here
' 12-1-04 ' Dan4 drone a 4t,.'y nanusea r DNa
For Paperwork Reduction Act Notic 1377
see pa 2 of the Instructions. Car. We. 631735
aria ur —
Fofm 8038-G 6+73, ,nabob,
KUTAK ROCK LLP
ATLANTA
SUITE 1100
CHICAGO
NORTHWEST ARKANSAS
426 WEST CAPITOL AVENUE
09NyeK
OFFICE
TH9
LITTLE ROCK, ARKANSAS
00 NOINSS
rNKq SISTERS GUUOING
72401. J408
FAYITTSVILLS
914 N'uT ow K9ON 9TIInT
601-676- J000
IRVING
FAV1TT1IVILU. AKNAN9AS 70701.9091
FACSIMILE 607-876-JOOI
KANfA0 CITY
LOS ANGSLfl
W W W.kutakroek.00m
OKLAHOMA CITY
OMAHA
FASAOSNA
GORDONy4�
RICHMOND
�WIL�SOU�RN�
FNkDI-IL -� j@kGLb Lt90
(30119)77101
December 1, 2004
•OOrTAOALS
WASHINGTON
WICHITA
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Receipt 470993400001583545582
Internal Revenue Service Center
Ogden, Utah 84201
City of Fayetteville, Arkansas
Master Equipment Lease/Purchase Agreement
(Amendment 78 Lease)
Ladies and Gentlemen:
I have enclosed for filing an original and one copy of Form 8038-G, with respect to the
above -captioned matter. Please return the copy, showing your file mark, in the enclosed prepaid,
self-addressed envelope.
paj
Enclosures
10.69872.1
Very truly yours,
don M. Wilboum