HomeMy WebLinkAbout1981-245-05.26.1981 •
May 26 , 1981
The City Council of Waterloo, Iowa, met in RPg}tinr
session, in the City of Waterloo, Iowa, at 7 : 00 o'clock,
P.M. , on the above date. There were present T,PC? p_ Roof
, in the chair, and the following named
Council Members :
Bowers , Burton, Dowie, Getty. Penaluna,
Roehr, Wilharm
Absent: none
* * * * * * * * * *
The Mayor announced that this was the time and place
for the public hearing and meeting on the matter of the
authorization, execution and delivery of a lease-purchase
option contract for the purpose of acquiring complete telephone
systems necessary to equip and improve various city-owned
facilities, and that notice of the proposed action by the
Council to institute proceedings for the authorization,
execution and delivery of said contract had been published
pursuant to the provisions of Section 384 . 25 of the City
Code of Iowa.
The Mayor then asked the Clerk whether any written
objections had been filed by any city resident or property
owner to the execution and delivery of said contract. The
Clerk advised the Mayor and the Council that no
written objections had been filed. The Mayor then called
for oral objections to the execution and delivery of said
contract and none were made. Whereupon, the Mayor
declared the time for receiving oral and written objections
to be closed.
(Attach here a summary of objections
received or made, if any)
The Council then considered the proposed action and the
extent of objections thereto.
Whereupon, Council Member Wilharm
introduced and delivered to the Clerk the Resolution herein-
after set out entitled "RESOLUTION RELATING TO THE HOLDING
OF A PUBLIC HEARING AND INSTITUTING PROCEEDINGS TO TAKE
ADDITIONAL ACTION FOR THE MAKING OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A LEASE-PURCHASE OPTION CONTRACT
FOR THE PURPOSE OF ACQUIRING COMPLETE TELEPHONE SYSTEMS
NECESSARY TO EQUIP AND IMPROVE VARIOUS CITY-OWNED FACILITIES ;
THE EXECUTION AND DELIVERY OF A CERTAIN SECURITY AGREEMENT
WITH THE CITY AS A DEBTOR THEREUNDER; AND RELATED MATTERS" ,
and moved its adoption. Council Member Bowers
seconded the motion to adopt. The roll was called and the
vote was,
AYES : Bowers , Burton, Dowie, Getty,
Penaluna, Roehr, Wilharm
NAYS : none
Whereupon, the Mayor declared said Resolution duly
adopted as follows:
i
A
t
RESOLUTION NO. 1981-245
RESOLUTION RELATING TO THE HOLDING OF A
PUBLIC HEARING AND INSTITUTING PROCEEDINGS
TO TAKE ADDITIONAL ACTION FOR THE MAKING OF
AND AUTHORIZING THE EXECUTION AND DELIVERY
OF A LEASE-PURCHASE OPTION CONTRACT FOR THE
PURPOSE OF ACQUIRING COMPLETE TELEPHONE SYS-
TEMS NECESSARY TO EQUIP AND IMPROVE VARIOUS
CITY-OWNED FACILITIES; THE EXECUTION AND
DELIVERY OF A CERTAIN SECURITY AGREEMENT
WITH THE CITY AS THEREUNDER; AND RELATED
MATTERS .
WHEREAS, the City of Waterloo, Iowa in the County of
Black Hawk, State of Iowa, sometimes hereinafter referred to
as the "City" , was duly incorporated, organized and exists
under and by virtue of the laws and Constitution of the
state of Iowa; and
WHEREAS, the City is in need of improving existing
telephone systems in various facilities owned by the City,
and it is deemed necessary and advisable that the City enter
into a lease-purchase option contract for the purpose of
acquiring complete telephone systems necessary to equip and
improve such City-owned facilities; and
WHEREAS, pursuant to notice published as directed by
this Council pursuant to Sections 364 . 6 and 384 . 25 of the
Code of Iowa, as amended, this Council has held a public
meeting and hearing upon the proposal to institute proceedings
for the entering into, and to authorize the execution and
delivery of, a lease-purchase option contract for said
purpose; has considered the extent of statements received
from residents and other matters bearing upon said proposal;
is authorized to proceed therewith;- and accordingly now
considers the following action to be in the best interests
of the City and the residents thereof:
NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE
CITY OF WATERLOO, IOWA, TO-WIT:
Section 1. Said proposal having been considered at
this meeting pursuant to published notice and the Council
being advised with respect thereto, the public meeting and
consideration thereof is hereby concluded and the time for
the offering of further statements favoring or opposing the
proposal is closed.
Section 2 . That this Council does hereby institute
proceedings and undertakes additional action for the entering
into of a lease-purchase option contract for the purpose of
acquiring complete telephone systems necessary to equip and
improve various facilities owned by the City.
Section 3 . That there is hereby authorized the making
of a Lease-Purchase Option Contract between the City of
Waterloo, Iowa, as lessee, and Teleconnect Company, an Iowa
corporation, as lessor, for the acquisition of telephone
equipment for such purpose, with the total amount to be paid
by the City thereunder, including principal and interest, to
be $318 , 949. Said Contract shall be substantially in the
form attached as Exhibit "A" hereto, the provisions of which
are adopted and incorporated herein by this reference and
shall be deemed a part hereof as if fully set forth in this
Resolution.
The Mayor and the City Clerk are hereby authorized,
empowered and directed to execute, attest, seal and deliver
the said Contract for and on behalf of the City, including
necessary counterparts, and to do all such acts and things
and to execute all such documents as may be necessary to carry
out and comply with the provisions of the Contract as executed.
Section 4 . That there is hereby authorized the making of
a Security Agreement, dated as of June 1, 1981, between the
City, as Debtor, and Teleconnect Company, an Iowa corporation,
as Secured Party. Said Security Agreement shall be substantially
in the form attached as Exhibit "B" hereto, the provisions of which
are adopted and incorporated herein by this reference and shall
be deemed a part hereof as if fully set forth in this Resolution.
The Mayor and City Clerk are hereby authorized, empowered
and directed to execute, attest, seal and deliver the Security
Agreement for and on behalf of the City, including necessary
counterparts, and to do all such acts and things and to execute
all such documents as may be necessary to carry out and
comply with the provisions of the Security Agreement as executed.
Section 5 . That the Mayor and the City Clerk of the
City be and they hereby are authorized to execute and deliver
for and on behalf of the City any and all additional certificates,
documents, opinions or other papers and perform all other acts
(including without limitation the filing of any financing state-
ments or any other documents to create or maintain a security
interest in the property acquired under the Contract, and the
execution of all closing documents as may be required by Messrs.
Ahlers, Cooney, Dorweiler, Haynie & Smith, as Bond Counsel)
as they may deem necessary or appropriate in order to implement
or carry out the intent and purposes of this Resolution.
Section 6 . If any section, paragraph, clause or provision
of this Resolution be held invalid, such invalidity shall
not affect any of the remaining provisions hereof, and this
Resolution shall become effective immediately upon its
passage and approval.
Section 7 . That all Resolutions and parts of Resolutions
in conflict herewith are hereby repealed.
1
LEASE-PURCHASE OPTION CONTRACT
THIS LEASE-PURCHASE OPTION CONTRACT dated as of June
1, 1981, between Teleconnect Company, an Iowa corporation,
as lessor (the "Lessor") , and the City of Waterloo, Iowa, a
municipal corporation organized and existing under the laws
of the state of Iowa, as lessee (the "City") .
W I T N E S S E T H :
WHEREAS , the laws of the state of Iowa provide that an
incorporated city is authorized and shall have the power to
make extended time contracts, including lease-purchase
option agreements, for the equipping and improving of any
facilities used by a city in carrying out the functions of
city government; and
WHEREAS, by Resolution of its City Council , City has
authorized and undertaken to enter into a lease-purchase
option contract solely for the purpose of acquiring complete
telephone systems as more precisely hereinafter defined (the
"Leased Property") , which will constitute essential improvements
to various facilities of City; and
WHEREAS, such lease-purchase option contract is intended
to be an obligation of the City made in the exercise of and
in aid of its lawful bargaining and borrowing power;
NOW, THEREFORE, for and in consideration of the premises
and the mutual representations and agreements hereinafter
contained, the parties hereto agree as follows :
ARTICLE I
DEFINITIONS
The following words and phrases shall have the following
meanings :
"Agreement" means this Lease-Purchase Option Contract,
as from time to time supplemented and amended.
"City" means the City of Waterloo, Iowa, a municipal
corporation duly organized and existing as a city within the
state of Iowa under the constitution and laws of the state
of Iowa, and any successor body to the duties and functions
of the City.
"City Representative" means the person at the time
designated to act on behalf of the City by written certificate
furnished to Lessor containing the specimen signature of
such person and signed on behalf of City by its Mayor or
City Clerk. Such certificate may designate an alternate or
alternates.
Exhibit "A"
-3-
"Rental Payment Date" means any date on which a Rental
Payment is payable pursuant to Section 5.1 of this Agreement.
"Security Agreement" means the Security Agreement dated
as of June 1, 1981 , pursuant to which City grants to Lessor
a security lien in the Leased Property as security for
payment of the Rental Payments.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
2. 1. Representations, Covenants and Warranties of Lessor.
Lessor represents, covenants and warrants as follows :
(a) Lessor is a corporation organized and existing
under the laws of the state of Iowa. Lessor is not in
violation of any provision of its Articles of Incorpora-
tion, as amended, or its Bylaws or any corporate restriction,
has power to enter into this Agreement and the Security
Agreement and has duly authorized the execution and.
delivery of this Agreement and the Security Agreement
by proper corporate action.
(b) The Leased Property shall be delivered and
installed by Lessor, at its sole expense, on or before
June 15, 1981. City shall acknowledge acceptance of
the Leased Property, in whole or in part, by giving
Lessor written notice certifying receipt of the Leased
Property in good condition and working order and as
satisfactory in all respects for the purposes of this
Agreement.
(c) There is no litigation or proceeding pending,
or to the knowledge of Lessor, threatened against
Lessor or any other person affecting in any manner
whatsoever the right of Lessor to execute this Agreement
or the Security Agreement or the ability of Lessor to
pay the Rental Payments or to otherwise comply with its
obligations contained herein.
(d) Neither the execution and delivery of this
Agreement and the Security Agreement, the consummation
of the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and con-
ditions of this Agreement or the Security Agreement
conflicts with or results in any breach of the terms,
conditions or provisions of any court order, agreement,
indenture, mortgage, lease or any other restriction,
obligation or instrument to which Lessor is now a party
or by which Lessor is bound or constitutes a default
under of the foregoing.
-5-
ARTICLE IV
LEASE TERM
4 . 1. Commencement and Original Term. The date of
commencement of the term of this Agreement shall be June 1 ,
1981. The Original Term of this Agreement shall commence on
June 1, 1981 and shall terminate on June 30 , 1981, the last
day of City' s current fiscal year.
4 . 2 . Renewal Terms . The Lease Term may be continued
during successive fiscal years of City, at the option of
City in its sole discretion, following the end of the Original
Term or of any succeeding Renewal Term, for an additional
period of one year beginning on the first day of July and
ending on the next succeeding 30th day of June, provided the
maximum Lease Term of this Agreement shall not exceed seven
(7) years. The terms and conditions of this Agreement
during any Renewal Term shall be the same as the terms and
conditions hereof during the Original Term, except that the
Rental Payments due and payable during any Renewal Term
shall be as provided in Exhibit "B" attached hereto.
4 . 3. Exercise of City' s Option to Renew. If City
elects to exercise its option under this Article IV to
continue the Lease Term of the Agreement during the next
succeeding fiscal year of City, it shall do so by giving
Lessor written notice of such election not less than thirty
(30) days prior to the end of the Original Term or any
Renewal Term then in effect, provided, however, failure of
City to give such thirty-day notice to Lessor will not waive
the right of City to continue the Lease Term of this Agreement
nor will City be in default hereunder, if City has included
the obligation to make the Rental Payments as set forth in
Exhibit "B" attached hereto in its budget for the applicable
fiscal year.
4 . 4 . Termination of Lease Term. The Lease Term will
terminate upon the earliest of any of the following events :
(a) The failure of City to continue the Lease Term
during the next succeeding Renewal Term of this Agreement
or the failure of City to continue the Lease Term
hereof in the event of non-appropriation of funds
pursuant to Section 5. 5 hereof;
(b) The exercise by City of its option to purchase
the Leased Property granted under the provisions of
Article X hereof;
(c) The payment by City, in the event of damage,
destruction or condemnation of the Leased Property, of
the then applicable Purchase Price as provided under
Section 6 . 3. hereof;
-7-
5. 2 . Allocation of Principal and Interest. A portion
of each Rental Payment is paid as, and represents payment
of, interest at the rate of eleven percent (11%) per annum
on the unpaid principal balance of the Cost of Leased Property,
as set forth in Exhibit "B" attached hereto. The aggregate
Rental Payments required hereunder are sufficient to pay the
principal cost of the Leased Property, together with interest
thereon at such rate of interest, in monthly payments beginning
on June 1, 1981 and ending with the last scheduled payment
on May 1, 1988.
5. 3. Obligations of City Hereunder Unconditional. The
obligations of City to make the payments required in Section
5. 1 and other Sections hereof and to perform and observe the
other agreements contained herein shall be absolute and
unconditional in all events except as expressly provided
under this Agreement, and shall not be subject to any defense
or any right of set-off, counterclaim or recoupment arising
out of any breach by Lessor of any obligation to City,
whether hereunder or otherwise, or out of any indebtedness
or liability at any time owing to City by Lessor. Until
such time as the Rental Payments shall have been fully paid
or the Lease Term shall terminate in accordance with the
terms of this Agreement, City (i) will not suspend or discontinue
any Rental Payments provided for in Section 5. 1 hereof, (ii)
will perform and observe all other agreements contained in
this Agreement and (iii) except as provided in Article X
hereof, will not terminate the Lease Term for any cause
including, without limitation, accident or unforeseen circumstances ,
it being the intention of the parties that the Rental Payments
will be paid in full when due without any delay or diminution
whatsoever. Nothing contained in this Section 5. 3 shall be
construed to release Lessor from the performance of any of
the agreements on its part contained in this Agreement. In
the event Lessor shall fail to perform any agreement on its
part contained in this Agreement, City may institute such
action against Lessor as City may deem necessary to compel
performance so long as such action does not abrogate the
obligations of City contained in the first sentence of this
Section 5. 3.
5 . 4 . Continuation of Lease Term by City. City intends ,
subject to the provisions of Section 5. 5 hereof, to continue
the Lease Term through the Original Term and all seven (7)
Renewal Terms hereof and to pay the Rental Payments required
in Section 5. 1 hereof. City reasonably believes that legally
available funds of an amount sufficient to make all Rental
Payments during the Original Term and each of the Renewal
Terms of this Agreement can be obtained, and further intends
to do all things lawfully within its power to obtain and"
maintain sufficient funds from which the Rental Payments may
be made, including making provision for such payments to the
extent necessary in each annual budget submitted and adopted
in accordance with the applicable provisions of the laws of the
state of Iowa, to have such provision of the budget approved,
and to exhaust all available reviews and appeals in the event
such portion of the budget is not approved.
-9-
5 . 8 . Taxes and Utilities. City will pay during the
Lease Term, as the same respectively become due, all taxes
of any kind whatsoever that may at any time be lawfully
assessed or levied with respect to the Leased Property and
all utility and other charges incurred in the operation,
maintenance, use and upkeep of the Leased Property; provided,
that with respect to any governmental charges that may lawfully
be paid in installments over a period of years , City shall be
obligated to pay only such installments as are required to be
paid during the Lease Term. Lessor shall be responsible for,
and shall pay, any sales tax and all federal and state income
taxes due as a result of the rental and sale of the Leased
Property hereunder.
5 . 9 . Provisions Respecting Insurance. City agrees that
the Leased Property will be considered as an asset of the City
for the purposes of the application of insurance practices
and as such will be insured for fire and extended coverage
risks, property damage insurance, and public or comprehensive
general liability insurance consistent with the customary
insurance practices of City, provided that so long as this
Agreement is in effect, the Leased Property will be insured
for property damage and fire and extended insurance coverage
risks in amounts not less that the full insurable value of
the Leased Property.
All insurance required by the provisions of this Section
5 . 9 shall be taken out and maintained in responsible insurance
companies selected by City, organized under the laws of one
of the states of the United States and qualified to do •
business in the state of Iowa. Lessor shall be named as an
additional insured as its interests may appear with respect
to any policy of insurance required by this Agreement. City
will deposit with Lessor policies evidencing all such insurance
or, alternatively, a certificate or certificates of the
respective insurers stating that such insurance is in full
force and effect. Each policy shall contain a provision
that the insurer shall not cancel the policy without giving
written notice to City and Lessor at least ten (10) days
before the cancellation becomes effective. Before the
expiration of any policy, City shall furnish Lessor evidence.
satisfactory to Lessor that the policy has been renewed or
replaced by another policy conforming to the provisions of
this Article V or that there is no necessity therefor under
the terms hereof. In lieu of separate policies , City may
maintain blanket policies having the coverage required
herein.
5 . 10 . Advances. In the event City shall fail to
maintain the full insurance coverage required by this Agreement
or shall fail to keep the Leased Property in good repair and
operating condition, Lessor may (but shall be under no
-11-
6 . 4 . City Entitled To Certain Net Proceeds . City
shall be entitled to the Net Proceeds of any condemnation
award or portion thereof made for damage to or taken of its
property not a part of the Leased Property.
ARTICLE VII
SPECIAL COVENANTS
7. 1. No Warranty of Condition or Suitability by Lessor.
Lessor makes no warranty, either express or implied as to
e yessor-mait-e: -no-war7mnt i.ther, axpress - pz.ied-a _
the Leased Property or the condition thereof, or that the
Leased Property will be suitable for the purposes or needs
of the City.
7. 2 . Inspection of Leased Property. City agrees that
Lessor and its duly authorized agent shall have the right at
all reasonable times to examine and inspect the Leased
Property.
7 . 3. Title to Leased Property; Surrender of Leased Property.
During the Lease Term, legal title to the Leased Property shall
be in the Lessor; provided, that Lessor shall have all right,
title and interest in and to any substitutions, additions
and modifications to the Leased Property made _by City pursuant
to the authority granted it under Section 5. 7 hereof.
In the event of default as set forth in Article IX
hereof or upon nonappropriation of funds as set forth in
Section 5. 5 hereof, City will reasonably surrender possession
of the Leased Property to Lessor.
7 . 4 . Maintenance of Security Interests . City will
execute all instruments, including financing statements ,
deemed necessary or advisable in the opinion of Lessor for
perfection of and continuance of the perfection of the
security interests created by this Agreement and the Security
Agreement.
7. 5. Further Assurance and Corrective Instruments .
City and Lessor 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 Leased Property
or for carrying out the expressed intention of this Agreement.
-13-
ARTICLE VIII
ASSIGNMENT; INDEMNIFICATION;
MORTGAGING AND SELLING
8 . 1 . Assignment and Leasing. This Agreement may be
assigned as a whole or in part by Lessor without the necessity
of obtaining the consent of City, subject, however, to each
of the following conditions :
(a) Lessor shall give written notice of any
assignment to City.
(b) No assignment shall relieve Lessor from
primary liability for any obligation under this Agreement,
and Lessor shall continue to remain primarily liable
for performance and observance of agreements on its
part herein provided to be performed and observed by
Lessor to the same extent as though no assignment had
been made.
(c) That the assignee shall assume the obligations
of Lessor hereunder to the extent of the interest
assigned, whereupon Lessor and the assignee shall be
jointly and severally liable for all obligations of
Lessor under this Agreement to the extent of the interest
assigned.
In the event of assignment of this Agreement by Lessor,
the assignee ' s right, title and interest in this Agreement,
and to the Rental Payments and in: those other amounts provided
herein to be made by City to Lessor, shall be the same as
the rights of Lessor.
Upon receipt of notice of any assignment from Lessor,
City agrees, within ten (10) days upon written request of
Lessor, to acknowledge the same in writing, and City further
agrees that it shall, after such notice , make all Rental
Payments directly to such assignee in the sa:=e manner and
with the same force and effect as if such pa7ments had been
directed to Lessor; provided, further, that the Assignment
of this Agreement shall rest in the assignee all rights of
Lessor hereunder, notwithstanding any claim, defense, set
off or counterclaim whatsoever (whether arising from the
breach of this Agreement or otherwise) that City may from time to
time have against any assignee. City agrees to execute all
intruments deemed necessary or advisable by Lessor and its
assignee to protect their rights and interests in the Lased
Property and in this Agreement.
8 . 2. Assignment of Interest in this Agreement by City.
City agrees that it will not sell , assign, transfer, convey
or pledge its interest in this Agreement or the Leased
Property during the Lease Term without the written consent
of Lessor and, if this Agreement has been assigned, its
assignee.
-15-
(b) Failure by City to observe and perform any
covenant, condition or agreement on its part to be
observed or performed, other than as referred to in
clause (a) of this Section, for a period of thirty (30)
days after written notice, specifying such failure and
requesting that it be remedied, shall have been given
to City by Lessor, 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 City within the applicable period and diligently
pursued until the failure is corrected.
The foregoing provisions of this Section 9. 1 are subject to _
the following limitations : (i) The provisions of Sec)
ec ion
5. 5 hereof with respect to nonappropriation; and (ii) if by
reason of force majeure City is unable in whole or in part
to carry out the agreements on its part herein contained,
other than the obligations on the part of City contained in
Article V hereof, 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 industrial
disturbances; acts of public enemies; orders or restraints
of any kind of the government of the United States of America
or of the state of Iowa or any of their 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 cause or event not reasonably
within the control of Lessee.
9. 2 . Remedies on Default. Whenever any event of
default referred to in Section 9. 1 hereof shall have happened
and be continuing, Lessor (after written notice to City
given at least ten (10) days prior thereto) may take any one
or more of the following remedial steps :
(a) Lessor may, at its option, declare the unpaid
principal amount, together with the unpaid amount that
represents interest, payable under Section 5. 1 hereof
for the remainder of the current Renewal Term to be
immediately due and payable, whereupon the same shall
become immediately due and payable by City.
-a- (b) Lessor may take whatever action at law or' in
equity which may appear necessary or appropriate to
enforce performance and observance of any obligation ,
agreement or covenant of City under this Agreement or
the Security Agreement.
-17-
•
Lessor, upon its receipt of such payment, shall deliver
forthwith good and sufficient bill of sale or other pertinent
documents reasonably requirement to effectually convey the
Leased Property to City.
10. 2 . Notice. To exercise the option granted in
Section 10. 1 to purchase the Leased Property, City shall
given written notice to Lessor or its assignee, which shall
specify the Prepayment Date. The date of payment shall be
on a Prepayment Date not less than thirty (30) days nor more
than ninety (90) days from the date that notice is mailed.
ARTICLE XI
MISCELLANEOUS
11 .1. Notices. All notices required or indicated
hereby shall be deemed properly given if deposited in the
United States mail, first class postage, prepaid, addressed
if to Lessor at Teleconnect Company, 2037 North Towne Lane
N.E. , Waterloo, Iowa, 52402 , and if to City at City Clerk,
City Hall, Waterloo, Iowa, 50705 , or at such other place as
Lessor may hereafter, from time to time , designate in writing,
and if to City at such other place as City may hereafter,
from time to time, designate . in writing.
11. 2 . Integration. This Agreement contains the entire
understanding and agreement between the parties , and no
promise, whether verbal or written and regardless of when
made, shall have any force or effect unless included herein.
11. 3 . Amendment. No subsequent alteration, modification,
or extension hereof or hereto shall have any effect unless
endorsed hereon in writing and signed by both parties , or
unless the parties both execute a form of written supplement
or amendment hereto.
11. 4 . Severability. If any provision of this Agreement
shall be held invalid, the validity of the remainder shall
not be affected thereby.
11. 5. Binding Effect. This Agreement shall inure to
the benefit of and shall be binding upon Lessor, City and
their respective successors and assigns .
11. 6 . Governing Law. This Agreement shall be governed
by the laws of the state of Iowa.
11. 7 , Execution in Counterparts . This Agreement may
be simultaneously executed in several counterparts , each of
which shall be an original and all of which shall constitute
but one in the same instrument.
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STATE OF IOWA )
SS :
COUNTY OF BLACK HAWK )
On this day of June, 1981, before me, a Notary
Public in and for the State Of Iowa, personally appeared Leo
P. Rooff and Larry P. Burger, to me personally known, who,
being by me duly sworn, did say that they are the Mayor and
the City Clerk, respectively, of the City of Waterloo, Iowa,
an Iowa municipal corporation; that the corporate seal
affixed to the foregoing Agreement is the corporate seal of
said City; that said instrument was signed and sealed on
behalf of said City by authority of its City Council; and
Leo P. Rooff and Larry R. Burger, as such officers , acknowledged
the execution of said instrument to be the voluntary act and
deed of said City by it and by them voluntarily executed.
Given under my hand and seal of office, this
day of June, 1981.
Notary Public in and for the State
of Iowa
(SEAL)
STATE OF IOWA
SS :
COUNTY OF POLK
On this day of June, 1981, before me, a Notary
Public in and for the State of Iowa, personally appeared
Clark McLeod and Joseph E. Day, to me personally known, who,
being by me duly sworn, did say that they are the President
and the Secretary, respectively, of Teleconnect Company, an
Iowa corporation; that no corporate seal has been procured
by said corporation; that said instrument was signed on
behalf of said corporation by authority of its Board of
Directors; and Clark McLeod and Joseph E. Day, as such
officers , acknowledged the execution of said instrument to
be the voluntary act and deed of said corporation by it and
by them voluntarily executed.
Given under my hand and sela of office, this •
day of June, 1981.
Notary Public in and for the State
of Iowa
(SEAL)
EXHIBIT "B"
Schedule of Rental Payments
* * * * * *
Total Principal of Leased Property - $221, 483. 67
Effective Interest Rate - 11% per annum
Period of Amortization - 84 months
* * * * * *
Purchase Price
Amount Amount After Rental Payment
Rental Attributable Attributable Due This Date
Payment Date Rental Payment to Interest to Principal Has Boon Paid
06-01-81 $ 3,797 $ 2,037.65 $ 1,759.35 $ 219,724.32 _
07-01-81 3,797 2,021.46 1,775.54 217,948.78
08-01-81 3,797 2,005.13 1,791.87 216,156.91
09-01-81 3,797 1,988.64 1,808.36 214,348.56
10-01-81 3,797 1,972.01 1,824.99 212,523.56
11-01-81 3,797 1,955.22 1,841.78 210,681.78
12-01-81 3,797 1,938.27 1,858.73 208,823.05
01-01-82 3,797 1,921.17 1,875.83 206,947.22
02-01-82 3,797 1,903.91 1,893.09 205,054.14
03-01-82 3,797 1,886.50 1,910.50 203,143.64
04-01-82 3,797 1,868.92 1,928.08 201,215.56
05-01-82 3,797 1,851.18 1,945.82 199,269.74
06-01-82 3,797 1,833.28 1,963.72 197,306.02
07-01-82 3,797 1,815.22 1,981.78 195,324.24
08-01-82 3,797 1,796.98 2,000.02 ' 193,324.22
09-01-82 3,797 1,778.58 2,018.42 191,305.80
10-01-82 $ 3,797 $ 1,760.01 $ 2,036.99
$ 189,268.82
-3-
Purchase Price
Amount Amount After Rental Payment
Rental Attributable Attributable Due This Date
Payment Date Rental Payment to Interest to Principal Has Been Paid
01-01-85 $ 3,797 $ 1,188.60
$ 2,608.40 $ 126,587.57
02-01-85 3,797 1,164.61 2,632.39 123,955.18
03-01-85 3,797 1,140.39 2,656.61 121,298.57
04-01-85 3,797 1,115.95 2,681.05 118,617.51
05-01-85 3,797 • 1,091.28 2,705.72 115,911.80
06-01-85 3,797 1,066.39 2,730.61 113,181.18
07-01-85 3,797 1,041.27 2,755.73 110,425.45
08-01-85 3,797 1,015.91 2,781.09 107,644.36
09-01-85 3,797 990.33 2,806.67 104,837.69
10-01-85 3,797 964.51 2,832.49 102,005.20
11-01-85 3,797 938.45 2,858.55 99,146.65
12-01-85 3,797 912.15 2,884.85 96,261.80
01-01-86 3,797 885.61 2,911.39 93,350.41
02-01-86 3,797 858.82 2,938.18 90,412.23
03-01-86 3,797 831.79 2,965.21 87,447.02
04-01-86 3,797 804.51 2,992.49 84,454.53
05-01-86 3,797 776.98 3,020.02 81,434.52
06-01-86 3,797 749.20 3,047.80 78,386.71
07-01-86 3,797 721.16 3,075.84 75,310.87
08-01-86 3,797 692.86 3,104.14 72,206.73
09-01-86 3,797 664.30 3,132.70 69,074.03
10-01-86 3,797 635.48 3,161.52 ' 65,912.51
11-01-86 3,797 606.40 3,190.60 62,721.91
12-01-86 $ 3,797 $ 577.04
$ 3,219.96 $ 59,501.95
SECURITY AGREEMENT
OF
THE CITY OF WATERLOO, IOWA
WHEREAS, the undersigned, City of Waterloo, Iowa, a
municipal corporation (the "City") , Debtor hereunder, has
entered into a Lease-Purchase Option Contract dated as of
June 1, 1981 (the "Agreement") , with Teleconnect Company, an
Iowa corporation, Secured Party hereunder.
WHEREAS, the Agreement allows for City to grant a security
interest in various items of machinery and equipment to be
acquired by City under the Agreement (the "Leased Property") ;
NOW, THEREFORE, for value received and pursuant to Section
8.4 of the Agreement, City hereby grants to the Secured
Party a security interest in the machinery, equipment and
parts of City set forth on Exhibit "A" attached hereto and
incorporated herein by this reference; all additions to and
replacements thereof; and all accessories, accessions , parts
and equipment now or hereafter affixed thereto or used in
connection therewith; and the proceeds of such machinery and
equipment.
1. The aforesaid collateral is to be located at the
sites specified in Exhibit "A" attached hereto.
2 . City represents and warrants that it is or will be
the owner of the Leased Property set forth on Exhibit "A" (the
"Collateral") free and clear of all liens and encumbrances and
will not sell, assign, encumber or transfer said property or
any part thereof, without the prior written consent of the
Secured Party or its assignee, until such time as all amounts
payable by City to the Secured Party under the Agreement
have been fully paid in accordance with the terms thereof.
3. City covenants, represents and warrants that
during the term of the Agreement:
(a) It will defend the Collateral against the claims
and demands of all other parties except purchasers and
lessees of the Collateral in the ordinary course of business;
(b) It will permit the Secured Party, or its
assignee or their agents, to inspect the Collateral.
(c) It will notify City and its assignee, promptly,
in writing, of any change in the location at which the
Collateral is kept;
(d) It will, in connection herewith, execute and
deliver to Secured Party and its assignee such financing
statements and other documents , and will pay all costs
of title searches and of filing financing statements
and other documents in all public offices requested by
Secured Party or its assignee;
Exhibit "B"
-2-
(e) It will pay or cause to be paid all taxes ,
assessments and other charges of every nature which may
be levied or assessed against the Collateral ; will
insure or cause to be insured the Collateral against
risks and in coverage form and amounts satisfactory to
Secured Party or its assignee.
4 In the event of any "default" , as defined under
the Agreement, entitling Secured Party, or its assignee , to
exercise the remedies therein provided, the Secured Party
hereunder shall have all of the rights and remedies of a
secured party under Chapter 554 , Code of Iowa (Uniform
Commercial Code) , and under any other applicable laws, in
addition to such remedies as may be provided under the
Agreement.
5 . Each of the terms and conditions contained in this
Security Agreement shall be construed in harmony with the
provisions of the Agreement, and in the event of any incon-
sistency of any of the terms and conditions herein contained,
it is expressly agreed that the provsions of the Agreement
shall control and supersede any such inconsistent term or
condition herein contained.
IN WITNESS WHEREOF, the undersigned parties have caused
the execution of this Security Agreement as of June 1, 1981.
CITY OF WATERLOO, IOWA, Debtor
(SEAL)
By
Leo Rooff, Mayor
ATTEST:
Lar77 P. 'urger, C- €y`CTerk
TELECONNECT COMPANY, Secured Party
(No Corporate Seal)
By
Clark McLeod, President
ATTEST:
Joseph E. Day, Secretary
ASSIGNMENT
FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, the undersigned, Teleconnect Company, does
hereby sell, assign and transfer to Hawkeye Investment
Management, Inc. , an Iowa corporation, all of its right,
title and interest in and to the within Security Agreement
and the security interest evidenced thereby, without recourse.
Dated: June 1, 1981
TELECONNECT COMPANY
By
Clark McLeod, President
(No Corporate Seal)
ATTEST:
Joseph E. Day, Secretary
EXHIBIT "A"
Description of Leased Property
A11 machinery, parts, and equipment constituting a complete telephone
system delivered and installed by Lessor, and acquired by City, including
the following specific components:
5 TIE 22-60 Ultracom Computer Centrals 3 Paging Cards
1 TIE 12-36 Ultracom Computer Centrals 4 Power Fail Cards
8 TIE DSS/BLF Receptionist Consoles 30 Power Fail Phones, Rotary Dial
27 TIE Four-Position Line Cards' 207 TIE 22-60 Ultracom Phones, TT
3 TIE Two-Position Line Cards 36 TIE 12-36 Ultracom Phones, TT
74 TIE Four-Position Station Cards 20 TIE Wall Mounts
1 TIE 5-16 Central 36 Stromberg Carlson Standard Phones
1 Busy Lamp Phone, Tel-Touch 7 Loud Bells
14 TIE 5-16 Standard Five-Line Phones 5 Medium Bells
3 TIE 5-16 Line Cards 9 Power Horns with Page
5 TIE 308 Centrals 1 Hard of Hearing Set
24 TIE 308 Phones 6 Recorder Couplers
3 TIE 308 Expanders 30 Speakers and Horns
1 Wall Mount 3 Amplifiers
12 Line Cards 14 Jack Locations
All miscellaneous hardware, wire and cable, and labor to install
DESIGNATED CITY-OWNED FACILITIES
The Leased Property, described above, shall be installed by Lessor at
its sole expense, in the following City-owned facilities, and such other
facilities as may, from time to time, be designated by the City Representa-
tive: Central Fire Station; Cedar Recreational Facility; Conway Civic Center;
Water Treatment Facility; Human Rights Commission; Street Department Garage;
Sewer Department Garage; Airport Facilities; Airport Manager and Security
Office; Airport Fire Station; Airport Snow Equipment Facility; Airport Main-
tenance Facility; Electrical Sign & Signal Facility; Clean Community Commis-
sion Facility; West Ramp and Parking Meter Facilities; Byrnes Parts Facilities;
Gates Parts Facility; Fire Station No. 2, No. 3, No. 5, No. 6, and No. 8;
East Side Ramp Facility; Sanitary Land Fill Facility; 708 Franklin Garage
Facility; McElroy Auditorium; LaCort Road Pump Station; Police Training Center;
1305 Blackhawk Engineering Lab Facility; South Hills Park Facility; Municipal
Parking Lot Facility; The Public Library; and City Hall Facility.
PASSED AND APPROVED this 26th day of May, 1981 .
Leo P. Rooff, Mayor
ATTEST:
/11111117
L rrxy P. ur , City Cierk