Contract - Frost Bank (Redo) - 10/12/2017 00%. FROST BANK Municipal Equipment
� C/o Frost Leasing Lease/Purchase Agreement
YNl 100 West Houston Street
San Antonio, Texas 78205 ( P P F A )
Number 776332571-001 dated as of October 12, 2017
THIS MUNICIPAL EQUIPMENT LEASE/PURCHASE AGREEMENT(this "Agreement") dated as of October 12, 2017
by and between City of Round Rock, Texas("Purchaser")having its principal place of business at 221 E. Main St., Round
Rock,Texas 78664(said state being referred to throughout this Agreement as the"State")and FROST BANK("Bank").
WITNESSETH
WHEREAS, with regard to any Equipment(hereinafter defined) not owned by Purchaser, Bank owns or can acquire such
Equipment and Purchaser desires to lease/purchase said Equipment through the financing herein provided;
WHEREAS, Purchaser may desire to lease/purchase equipment under this Agreement from time to time whereby this
Agreement shall apply to all such additional lease/purchases.
NOW,THEREFORE, in consideration of the covenants herein,the parties agree by entering into this Agreement, including
all related Acceptance Certificates(as hereinafter defined),as amended from time to time,as follows:
I. Assignment to Bank; Sale to Purchaser; Term; Security Interest;Tax Certifications.
Section 1.1. Assignment to Bank. Purchaser assigns to Bank all rights, if any, which Purchaser has or may hereafter
acquire in the personal property(the"Equipment")identified specifically in any Exhibit marked as an Exhibit"B"hereto as
dated from time to time (the "Installment Payment Schedule") which exhibits set forth various matters related to such
Equipment and related purchase orders (the "Purchase Orders"), as issued to any supplier of Equipment (a "Vendor")
reserving to Purchaser,however, so long as Purchaser is entitled to possess the Equipment,all rights to property(other than
the Equipment itself)and service that Vendors are obligated to provide. Purchaser irrevocably constitutes Bank its true and
lawful attorney-in-fact with full power to demand, receive, and give acquittance for all moneys and claims with respect to
Purchase Orders,to endorse any related instruments and to institute any proceedings which Bank deems advisable.
Section 1.2. Delivery Acceptance. Bank shall cause the Equipment to be delivered to Purchaser at the Equipment
Location (as specified in the applicable Exhibit "B"), and Purchaser shall accept the Equipment as soon as it has met the
acceptance criteria specified in the applicable purchase documents. Purchaser shall irrevocably accept the Equipment under
lease and shall evidence the commencement of the lease with respect thereto by executing and delivering to Bank an
acceptance certificate in the form attached as Exhibit"A"(an "Acceptance Certificate").
Section 1.3. Sale to Purchaser. Subject to the terms hereof, Bank will sell each item (an "Item") of Equipment to
Purchaser, and Purchaser will purchase each Item from Bank by making the installment purchase payments (the
"Installment Payments") according to the Installment Payment Schedule. The cost of each Item, delivery and installation
charges, Bank's legal expenses, origination fees, and all other related costs will be included in the total cost of the Item as
shown in each Exhibit"B."
Section 1.4. Term. This Agreement will be effective on the date hereof. With respect to any Item, except as may be
otherwise specifically provided in this Agreement, the obligation to make the Installment Payments provided for in this
Agreement and as set forth in each Installment Payment Schedule hereto will begin on the execution of an Acceptance
Certificate and expire or terminate upon the first to occur of (a) an optional payment date as specified in Exhibit "B"
hereto("Optional Payment Date")upon which date the Purchaser may prepay the price of an Item(the "Option Price");(b)
an event of default, as defined in Article V below("Event of Default"), and a termination of Purchaser's possession of the
Item; or(c)the later of the last installment payment date("Installment Payment Date")specified in Exhibit "B" or the date
on which all Installment Payments are paid. Expiration or termination of this Agreement will terminate all obligations of
Purchaser with respect to such Item. Upon termination described in clause (b) above, Purchaser will transfer title to the
Item to Bank.
Section 1.5. Title. Title to each Item will pass to Purchaser upon the execution and delivery of an Acceptance
Certificate subject to the Bank's rights hereunder. Purchaser will keep each Item free of all encumbrances except Bank's
purchase money security interest.
Section 1.6. Security Interest/Pledge of Ad Valorem Taxes. (a) To secure payment of all amounts due under this
Agreement and to secure the performance and observance by Purchaser of all the covenants expressed or implied herein,
Purchaser hereby grants a purchase money security interest in the Equipment to Bank in accordance with the Uniform
Commercial Code or other applicable code of the State, said security interest to also cover all of Purchaser's interest
(whether ownership or otherwise, and whether presently existing or hereafter acquired) in and to any and all the following:
(i) future replacements, betterments, substitutions and additions to any of the Equipment; (ii) rentals, deposits, and other
sums as may become due Purchaser as lessor under any and all leases of any Equipment, whether written or oral; (iii)
purchase contracts or similar agreements (and all rights of Purchaser thereunder) executed by Purchaser and any other
individual or entity pursuant to the terms of which such individual or entity has contracted to purchase from Purchaser the
Equipment or any part thereof;and(iv)proceeds of the Equipment or any of the foregoing, including,without limitation,all
condemnation or insurance proceeds arising out of or with respect to the Equipment or any of the foregoing. Purchaser
hereby authorizes Bank to file, from time to time, all financing statements in Purchaser's name as necessary or desirable to
perfect such security interests. (b) Upon this Agreement taking effect the Purchaser shall establish an interest and sinking
fund(the"I & S Fund"), which shall be maintained by the Purchaser as long as any Installment Payments are unpaid. The
Purchaser hereby pledges the I & S Fund for the exclusive purpose of securing the payment of the Installment Payments
and shall apply the funds therein to the payment of Installment Payments as such payment come due. The Purchaser has
levied an ad valorem tax(and each year which Installment Payments come due,the Purchaser shall levy an ad valorem tax
within the limits prescribed by law, that is sufficient(together with any other funds lawfully available to the Purchaser for
the purpose) to pay the Installment Payments coming due in such year, but at least in an amount sufficient to pay the
interest due under this Agreement and to create a 2% sinking fund. As Purchaser receives collections of such ad valorem
tax, it shall deposit such tax collections into the I & S Fund. Purchaser from time to time may deposit any other lawfully
available funds into the I & S Fund. The I & S Fund shall be depleted at least once a year except for a carryover amount
not to exceed one twelfth(1/12)of the amount of the Installment Payments expected to come due in the following year.
Section 1.7. Tax Certification and Indemnification.
(a) Purchaser agrees and certifies as follows: (1)Moneys on deposit in any fund or account related to this Agreement will
not be used in a way that will cause the interest component of any Installment Payment to be includable in Bank's gross
income for federal tax purposes; (2) No use will be made of proceeds of this Agreement, or any funds or accounts of
Purchaser which may be deemed to be such proceeds, which would cause this Agreement to be an "arbitrage bond" under
section 148 of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder (the "Code").
Purchaser will comply with the requirements of section 148 of the Code; (3) Purchaser will not take, cause to be taken or
fail to take any action, the result of which would cause the interest component of any Installment Payment to be ineligible
for exclusion from Bank's gross income under section 103 of the Code or would cause this Agreement to be a "private
activity bond" or to fail to meet any applicable requirement of section 149 of the Code; (4) Purchaser will timely file the
information report required by section 149(e) of the Code (Form 8038-G or 8Q38-GC), and promptly provide to Bank
evidence of Purchaser's filing of all necessary documents with the Internal Revenue Service; (5) This Agreement will not
at any time be a"private activity bond"(as defined in section 141 of the Code);(6)the reasonably anticipated amount of tax
exempt obligations as described in section 103(a) of the Code ("Tax Exempt Obligations")(including this Agreement and
qualified 501(c)(3) bonds and excluding other private activity bonds) that will be issued by Purchaser and its subordinate
entities during any calendar year in which an Acceptance Certificate is delivered will not exceed $30,000,000. Not more
than $30,000,000 of obligations issued by Purchaser during any calendar year in which an Acceptance Certificate is
delivered will be designated by Purchaser as a "qualified tax exempt obligation" for purposes of section 265(b)(3) of the
Code. This Agreement has been entered into on the basis that Bank will be entitled to the exception contained in section
265(b)(3) of the Code (the "Exception") with respect to the deduction of interest expense allocable to tax-exempt interest.
The Purchaser hereby designates this Agreement as a"qualified tax exempt obligation"for purposes of Section 265(b)(3)of
the Code. If, as a result of the falsity or breach of Purchaser's representations or agreements in this Section 1.7, Bank will
not have or will lose the right to claim the Exception, upon thirty(30)days'written notice to Purchaser by Bank, Purchaser
shall, to the extent permitted by this Agreement and by applicable law, pay Bank an amount which, in the reasonable
opinion of Bank and after deduction of all taxes required to be paid by Bank with respect to receipt of such amount, will
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cause Bank's net after-tax return over the term of this Agreement to equal the net after-tax return that would have been
available if Bank had been entitled to the Exception.
(b) Purchaser is exempt from the arbitrage rebate requirements of section 148(f) of the Code because: (1) Under
section 148(f)(4)(D) of the Code (i) it is a political subdivision of the State with general taxing powers and is not a
subordinate entity of any other political subdivision,(ii)this Agreement will not at any time be a"private activity bond"(as
defined in section 141 of the Code), (iii) 95% or more of the net proceeds of this Agreement will be used for local
governmental activities of Purchaser within the meaning of section 148(f)(4)(D)(i)(III) of the Code, (iv) Purchaser has not
issued any Tax Exempt Obligations in the current calendar year other than this Agreement and those referenced in Section
1.7(a)above,(v)the aggregate face amount of all Tax Exempt Obligations(other than private activity bonds),including this
Agreement, which will be issued by Purchaser and its subordinate entities during the calendar year in which an Item is
delivered will not exceed 55,000,000;or(2) Purchaser is entitled to the exception under section 148(f)(4)(B)(1) of the
Code because the gross proceeds (as defined in section 148(f)(6)(B) of the Code) of this Agreement (including costs of
issuance) will be expended for and allocated to the governmental purposes of this Agreement within six months after the
date hereof.
(c) To the extent Purchaser fails to qualify for either of the above rebate exceptions, it will(i)timely pay to the United
States any payments necessary to preserve the tax-exempt status of the interest component of the Installment Payments
(provided, that this Section is not intended to create a debt for purposes of the Constitution of the State) and (ii) take all
such actions that may be necessary to comply with the rebate requirements of section 148(f)of the Code.
(d) Bank, on behalf of Purchaser, will pay the proceeds of this Agreement to the Vendor of the Equipment no later
than five (5) business days after execution of an Acceptance Certificate. Purchaser therefore reasonably expects that such
proceeds will be spent within the three-year temporary period provided in the Treasury Regulations issued or proposed
under the Code including amendments and successor provisions thereto(the"Regulations").
(e) Purchaser has investigated the facts, estimates and circumstances in existence on the date hereof, together with
Purchaser's exceptions as to future events. These are true and are complete in all material respects, and on the basis of
such, it is not expected that the use of the sale proceeds hereof or any other moneys or property will be used in a manner
which will cause this Agreement to be an arbitrage bond within the meaning of section 148 of the Code. Such expectations
are reasonable,and there are no other facts,estimates or circumstances that would materially change such expectations.
(f) None of the proceeds hereof will be used, directly or indirectly, in any trade or business carried on by any person
other than a governmental unit, which is defined to include any state of the United States and any political subdivision,
agency, instrumentality or entity acting by or on behalf of a state, but not including the United States or any agency or
instrumentality thereof, no more than 10%of the Equipment will be used directly or indirectly in a trade or business carried
on by any such person, and no more than 5% of the Equipment will be used directly or indirectly in trade or business
carried on by any such person that is not related to any government use of such Equipment.
(g) The payment of the Installment Payments will not be directly or indirectly(i) secured by any interest in property
used or to be used for a private business use or payments in respect thereof, or(ii) derived from payments in respect of
property or borrowed money used or to be used for private business.
(h) None of the proceeds hereof will be used, directly or indirectly, to make or finance loans to persons other than a
governmental unit.
(i) No person, other than Purchaser or another governmental unit, will use the Equipment on any basis other than the
same basis as the general public;and no person other than a governmental unit will be a user of the Equipment as a result of
(i)ownership,or(ii)actual or beneficial use pursuant to a lease or a management or incentive payment contract,or(iii)any
other similar arrangement.
0) Within fifteen (15)days before the date hereof, Purchaser has not sold(nor will it deliver within fifteen(15)days
after the date hereof) any other obligations pursuant to the same plan of financing that will be paid from substantially the
same source of funds (or which will have substantially the same claim to be paid from substantially the same source of
funds), without regard to guarantees from unrelated parties, as this Agreement or which will be paid directly or indirectly
from the proceeds hereof.
(k) No Item is expected to be sold or otherwise disposed of prior to the expiration of this Agreement.
(1) The certifications and representations made herein are intended, and may be relied upon, as a certification
described in Section 1.148-2(b)(2)of the Regulations.
(m) Bank represents that it is entering into this Agreement for investment and not for assignment to others. The
amount Bank funds pursuant hereto is the issue price hereof and does not exceed the fair market value of this Agreement as
of the date hereof.
(n) Should the interest component of payments hereunder be deemed by the federal government or determined by the
Internal Revenue Service or a court of competent jurisdiction or an opinion of nationally recognized bond counsel not to be
exempt from gross income,subject to the provisions of Section 2.6 hereof, Purchaser will pay as additional sums hereunder
sufficient funds to adjust the interest to be paid hereunder to an amount equivalent to the after-tax interest rate contemplated
hereunder as a tax exempt transaction. Said adjustment will be retroactive and apply to any installments already paid by
Purchaser to Bank to the extent that any ruling by any such taxing authority requires the payment of additional tax on
payments already received by Bank. This obligation will survive the expiration of this Agreement.
II. Payment of Purchase Price; Warranty Disclaimers.
Section 2.1. Agreement to Pay. Purchaser will pay the Installment Payments to Bank from funds appropriated
therefor and any other moneys legally available for that purpose,at the place set forth in Exhibit"B" or such other place as
Bank may designate, in such amounts, including principal and interest, and on such date as called for in each Supplement
hereto along with the reasonable expenses of Bank related.hereto, except expenses included in the cost of the Equipment
pursuant to Section 1.3, and any other payment required under this Agreement. If any amount payable hereunder is not
paid within ten(10) days after it is due, Purchaser will pay to Bank an amount equal to five percent(5%) of such overdue
payment as a delinquency charge. Purchaser agrees with Bank that such a delinquency charge is reasonable compensation
to Bank for the handling of such late payments. Purchaser's payment obligation hereunder is not subject to any defense,
right of setoff or counterclaim arising out of any breach by Bank,hereunder or otherwise, or out of any indebtedness or any
liability at any time owing by Bank.
Section 2.2. Warranties. BANK MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER
WHATSOEVER, INCLUDING THE EXTENT OF OR ENFORCEABILITY OF ANY CLAIM, WARRANTY,
AGREEMENT OR REPRESENTATION ASSIGNED TO PURCHASER UNDER ARTICLE III BELOW. NO DEFECT
OR UNFITNESS OF ANY ITEM WILL RELIEVE PURCHASER OF ITS OBLIGATIONS HEREUNDER. BANK
MAKES NO REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO
THE EQUIPMENT, OR ITS DELIVERY, INSTALLATION, DESIGN, PERFORMANCE, SPECIFICATIONS,
CONDITION, DURABILITY, SUITABILITY, FITNESS FOR USE OR MERCHANTABILITY. AS BETWEEN BANK
AND PURCHASER, ALL EQUIPMENT IS ACCEPTED AND PURCHASED HEREUNDER BY PURCHASER "AS
IS," "WHERE-IS,"AND "WITH ALL FAULTS,"AND BANK WILL NOT BE RESPONSIBLE FOR ANY PATENT OR
LATENT DEFECTS THEREIN, OR ANY DAMAGES, WHETHER ACTUAL, SPECIAL, CONSEQUENTIAL OR
INCIDENTAL, ARISING THEREFROM. Under no circumstances will Bank be liable for actual, special, incidental,
consequential or other damages of or to Purchaser, or any other entity arising out of or in connection with the maintenance,
use or performance of the Equipment.
Section 2.3. Prepayment. If no Event of Default, or event which with notice or lapse of time, could become an Event
of Default, exists, upon thirty (30) days prior written notice, Purchaser may prepay the purchase price of all, but not less
than all, Items on any Optional Payment Date by paying the applicable Option Price in the specific Exhibit "B" applicable
to the Item(s) plus the Installment Payment due on such date, whereupon Bank will release its purchase money security
interest in the Item(s).
Section 2.4. [Intentionally Deleted]
Section 2.5. Funding Intent. Purchaser reasonably believes that sufficient funds can be obtained to make all
Installment Payments and other payments during the term of this Agreement. Purchaser affirms that funds to pay
Installment Payments and other payments under this Lease are available.
Section 2.6. [Intentionally Deleted]
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III. Duties of Bank.
So long as no Event of Default has occurred, Bank assigns to Purchaser all of Bank's rights to suppliers'and manufacturers'
warranties and service agreements with respect to the Equipment, and Bank agrees to cooperate with Purchaser, at
Purchaser's expense, in asserting such rights, provided that Purchaser shall, to the extent permitted by law, indemnify and
hold harmless Bank from and against all related claims, costs, damages, losses and liabilities. If no Event of Default has
occurred, Purchaser's use of the Equipment will not be interrupted by Bank or anyone claiming solely through or under
Bank.
IV. Duties of Purchaser.
Section 4.1. Use and Maintenance of Equipment. Purchaser agrees that the Equipment will be used solely in the
conduct of its business at its principal place of business unless Bank is otherwise notified in writing of an alternate location
and Bank first agrees to such alternate location in writing. Purchaser will maintain the Equipment in good repair and
working order,reasonable wear and tear excepted,but in any event,to the same extent that Purchaser would, in the prudent
management of its properties, maintain comparable equipment. Purchaser will comply with all laws, rules and regulations
with respect to the use, maintenance and operation of the Equipment, and if any additional improvement to or replacement
of any Item is required, Purchaser will do so at its own expense. Purchaser may add parts or accessories to any Item if it
does not impair the value,utility or warranties of such Item and is readily removable without causing material damage.
Section 4.2. Sale and Encumbrance. Purchaser will not sell, lease or encumber the Equipment and will continue to
own and use it for the public purposes of Purchaser.
Section 4.3. Inspection and Tags. At any time during Purchaser's normal working hours, Bank may inspect the
Equipment where it is located and inspect all related records of Purchaser. Bank may attach tags to any Item showing that
Bank retains a purchase money security interest in it. Purchaser will not allow any other name to be placed on any [tem
that might be interpreted as a claim to a lien thereon.
Section 4.4. Insurance; Damage or Destruction. Purchaser will provide public liability insurance and physical damage
and loss acceptable to Bank with respect to the Equipment in amounts not less than those specified in Exhibit "B" with
either a responsible insurance company authorized to do business in the State or an actuarially sound self-insurance
program. Each policy will name Bank as an additional insured and loss payee and provide that it may be altered or
canceled only after thirty (30) days' prior written notice to Bank. On demand, Purchaser will deliver to Bank evidence
satisfactory to Bank showing the existence of such insurance, and will deliver to Bank evidence satisfactory to Bank
showing renewal or replacement of such insurance within thirty(30) days prior to expiration or cancellation. If Purchaser
fails to maintain such insurance, Bank may obtain such insurance as Bank deems necessary, and Purchaser will reimburse
Bank for all premiums therefor, together with interest at the maximum rate permitted pursuant to Chapter 1204,
Government Code,as amended,or other applicable law then in effect. Purchaser assumes all risk of loss to the Equipment.
Purchaser will immediately notify Bank of any loss for which an insurance claim may be made, and shall, at Purchaser's
option: (a)Exercise its option to prepay under Section 2.3;or(b)Place any damaged Items in as good a condition as before
such damage, and replace any missing Items with similar equipment of at least equal value. Any such replacement will be
subject to this Agreement,and Purchaser hereby grants to Bank a security interest therein free of all liens.
Section 4.5. Taxes. Purchaser shall, to the extent permitted by law, pay when due and indemnify Bank against all
taxes and charges of any nature imposed against Bank, Purchaser or the Equipment with respect to the Equipment or its
purchase, ownership, delivery, leasing, possession, use, or disposition, or upon the rentals or earnings therefrom, or with
respect to the Agreement,unless Purchaser is contesting such in good faith and by appropriate proceedings. If any report or
return is required with respect to any obligation of Purchaser under this Section, Purchaser will notify Bank and make such
report or return in a manner satisfactory to Bank.
Section 4.6. Indemnification. To the extent permitted by applicable law, Purchaser will indemnify, protect, and hold
harmless Bank or any assignee or transferee of Bank and their respective agents and servants from and against all claims,
causes of action, damages, liability(including strict liability in tort), costs, fees, penalties or expenses(including attorney's
fees) incurred in any manner by or for the account of any of them relating to the Equipment or any part thereof, including
without limitation, the construction, purchase, delivery, installation, ownership, leasing or return of the Equipment as a
result of the use, maintenance, repair, replacement, operation or condition thereof (whether defects are latent or
discoverable by Bank or by Purchaser)except such as may result from the gross negligence or willful misconduct of Bank,
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or any assignee or transferee thereof and their respective agents and servants. This Section will be effective from the date
the first Item of Equipment is ordered. Purchaser agrees to give Bank prompt notice of any claim or liability hereby
indemnified against. Bank agrees to cooperate with Purchaser in any defense or other action which Purchaser is obligated
to undertake.
Section 4.7. Mortgages, Liens, Etc. Purchaser will not directly or indirectly create, incur,-assume, or permit the
existence of any mortgage, security interest, pledge, lien, charge, encumbrance, or claim on or with respect to the
Equipment, title thereto or any interest therein except the respective rights of Bank and Purchaser as herein provided and
liens for taxes either not yet due or being contested in good faith and by appropriate proceedings. Purchaser will promptly,
at its own expense, take such actions as may be necessary duly to discharge any such mortgage, security interest, pledge,
lien,charge,encumbrance,or claim not specifically excepted above.
V. Events of Default and Remedies.
Section 5.1. Events of Default. The following will be Events of Default: (a) Purchaser's failure to pay any payment
hereunder within 10 days after it is due; (b) Purchaser's failure to maintain the insurance required under Section 4.4; (c)
Purchaser's failure to perform any covenant, condition or agreement under this Agreement within 30 days after written
notice from Bank requesting that such failure be remedied; (d)Any representation or warranty made by Purchaser to Bank
is materially false or misleading when made; (e) Purchaser becomes insolvent or bankrupt or makes an assignment for the
benefit of creditors or consents to the appointment of a trustee or receiver, or a trustee or a receiver is appointed for
Purchaser for a substantial part of its property without its consent and is not dismissed within a period of sixty(60)days,or
bankruptcy, reorganization or insolvency proceedings are instituted by Purchaser; and, (f) Purchaser defaults in any other
material agreement to which Purchaser is a party with third parties resulting in a right by such third parties to accelerate the
maturity of Purchaser's obligations under such other agreement, and such obligations materially impair Purchaser's ability
to pay its obligations to Bank under this Agreement.
Section 5.2. Remedies. Whenever an Event of Default has occurred, Bank may exercise any one or more of the
following remedies: (a) By written notice to Purchaser, declare all amounts coming due for all Equipment to be
immediately due and payable;(b)Take possession of the Equipment wherever the Equipment is located,without demand or
notice, without any court order or other process of law, sell or lease it and retain the proceeds,holding Purchaser liable for
an amount equal to (i) all amounts payable hereunder less(ii)the proceeds of such sale or lease; provided however, if the
proceeds of such sale or lease exceed the amount required to compensate Bank for all payments contemplated under this
Agreement plus any expenses related to said sale or lease, any costs to repair or replace the Equipment and any other
expenses related thereto, then such excess proceeds will be paid to Purchaser; (c) Require Purchaser to deliver the
Equipment to a location designated by Bank;(d)Proceed by court action to enforce performance by Purchaser of any terms
of this Agreement and/or to recover all damages and expenses incurred by Bank by reason of any Event of Default; and(e)
Exercise any other right or remedy available to Bank at law or in equity. Also, Purchaser shall pay Bank all costs and
expenses (including reasonable legal fees and costs) incurred by Bank in enforcing any of the terms, conditions or
provisions of this Agreement. Upon repossession or surrender of any Equipment, Bank shall lease, sell or otherwise
dispose of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and
apply the net proceeds thereof (after deducting all expenses (including reasonable legal fees and costs) incurred in
connection therewith) to the amounts owed to Bank hereunder; provided, however, that Purchaser shall remain liable to
Bank for any deficiency that remains after any sale or lease of such Equipment to the extent permitted by law. These
remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise,and may be enforced concurrently or from time to time.
Section 5.3. No Remedy Exclusive; Repossession. (a)No remedy herein is exclusive,and every remedy is in addition
to every other remedy at law or in equity. No delay in exercising or failure to exercise any right or power will be a waiver
thereof. No notice will be necessary to entitle Bank to exercise any remedy, except as required in this Article. To the
extent permitted by law, Purchaser waives any requirements of law, now or hereafter in effect, that might limit of modify
Bank's remedies;(b) If Bank is entitled to repossess the Equipment, Purchaser shall, if Bank requests,make it available at a
reasonable place designated by Bank and execute and deliver such documents as may be required to establish clear title to
the Equipment in Bank. Purchaser will bear all costs of removal and delivery of the Equipment and repairs to Purchaser's
property.
V(. Representations,Covenants and Warranties of Purchaser.
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Section 6.1. Representations, Covenants and Warranties of Purchaser. (a) Purchaser represents, covenants and
warrants for the benefit of Bank that Purchaser is a political subdivision of the State with statutory authority to enter into
this Agreement, and has been duly authorized to execute, deliver and carry out its obligations under this Agreement and
will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body politic
and corporate. Purchaser is not subject to any legal or contractual provision that restricts or prevents it from entering into
and performing it obligations under this Agreement, except laws affecting creditors' rights generally. There is no known
pending or threatened action, proceeding, or investigation affecting Purchaser, nor to the best knowledge of Purchaser, is
there any basis therefor, wherein an unfavorable result would adversely affect this Agreement; and (b) The Equipment is
and will remain personal property,and not fixtures. The execution and performance of this Agreement will not violate any
judgment, order, law or regulation, constitute a default under any instrument binding upon Purchaser, or create any
encumbrance upon any assets of Purchaser or the Equipment, except as herein provided. Purchaser has never non-
appropriated or defaulted under any of its obligations under any lease-purchaser contract, bond, or other debt obligation.
Purchaser has been duly authorized to execute and deliver this Agreement under the terms and provisions of its duly
adopted resolution and further represents, covenants and warrants that all requirements have been met and procedures have
occurred in order to ensure the due authorization of this Agreement. No approval, consent, or withholding of objection is
required from any governmental authority other than Purchaser with respect to the entering into or performance by
Purchaser of this Agreement. The balance sheet of Purchaser for its most recent Fiscal Year and the related earnings
statement of Purchaser for such Fiscal Year have been furnished to Bank and fairly present Purchaser's financial condition
as of such date and the results of its operations for such fiscal year in accordance with generally accepted accounting
principles consistently applied, and since such date there has been no material adverse change in such condition or
operations.
Section 6.2. Opinion of Counsel. Upon Bank's request, Purchaser will deliver to Bank an opinion of Purchaser's legal
counsel on and as of the date of this Agreement or any time deemed reasonably appropriate by Bank, with respect to the
matters in Section 6.1 and such other matters as Bank reasonably requests. In addition, Purchaser agrees to provide Bank
with any other documents reasonably requested by Bank prior to Bank's funding of this Agreement.
Section 6.3. Financial Statements. Purchaser shall keep its books and records in accordance with generally accepted
accounting principles. Purchaser agrees that it will furnish Bank Purchaser's current audited financial statements within
120 days of each Fiscal Year end including(i) a balance sheet, (ii) statement of revenues, expenses and changes in fund
balances, (iii) statement of cash flows, (iv) operating fund budget analysis, and (v) appropriate notes, schedules and
attachments to the financial statements; and permit Bank or its agents and representatives to inspect Purchaser's books and
records and make extracts therefrom. Purchaser represents and warrants to Bank that all financial statements which have
been delivered to Bank fairly and accurately reflect Purchaser's financial condition and there has been no material adverse
change in Purchaser's financial condition as reflected in the financial statements since the date thereof.
VII. Assignments.
Bank may assign and grant a security interest in any of its rights or interests in this Agreement or the Equipment. Bank or
any future assignee will notify Purchaser of the assignment and provide the name and address of the assignee to Purchaser.
PURCHASER WILL NOT ASSIGN OR GRANT A SECURITY INTEREST IN THIS AGREEMENT OR THE
EQUIPMENT, IN WHOLE OR IN PART.
VIII. Bank's Rights to Perform for Purchaser.
(a) Subject to the limitations set forth within this Agreement, if Purchaser fails to perform or comply with any of its
agreements contained herein, Bank may, but will not be required to, make any payment or perform or comply with any
covenant or agreement contained herein, and all reasonable expenses of Bank incurred in connection therewith will be
payable by Purchaser upon demand, together with interest at the maximum rate of interest allowed under Chapter 1204,
Government Code, as amended, or other applicable law then in effect from the date of payment to the date of
reimbursement;(b)Purchaser will promptly and duly(i)execute and deliver to Bank such further documents or instruments
of further assurance and take such further action as Bank may from time to time reasonably request in order to carry out the
intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created
7
in favor of Bank hereunder, at the expense of Purchaser; or(ii) authorize Bank to file financing statements describing the
Equipment.
IX. Miscellaneous.
This Agreement will be governed by the laws of the State. If a provision of this Agreement is invalid or
unenforceable,the remainder may be enforced to the fullest extent permitted by law. This Agreement and each Acceptance
Certificate may be executed in multiple original counterparts. This Agreement will bind and inure to the benefit of the
parties'permitted successors and assigns. The headings herein will not in any way affect this Agreement. This Agreement
is the entire agreement of the parties and supersedes all prior agreements and understandings, both written and oral, with
respect to the subject matter hereof. This Agreement may not be amended, changed or modified except by written
agreement executed by both parties hereto. Any waiver by Bank, implied or written, shall not constitute consent for any
other breach of the same or other provision. All representations,warranties and covenants made by Purchaser shall survive
termination of this Agreement. Upon demand, Purchaser will promptly reimburse Bank for any filing or recordation fees or
expenses (including reasonable legal fees and costs) incurred by Purchaser in perfecting or protecting its interests in the
Equipment and under this Agreement. Purchaser shall promptly execute and deliver to Bank such documents and take such
further action as Bank may from time to time reasonably request to carry out the intent and purpose of this Agreement and
to protect the rights and remedies of Bank created or intended to be created hereunder. Service of all notices under this
Agreement shall be sufficient if mailed to the respective party at its address set forth herein or at such other address as the
parties may provide to each other in writing from time to time. Any such notice mailed to said address shall be effective
when deposited in the United States mail, duly addressed with first class postage prepaid. Notwithstanding anything
contained in this Agreement to the contrary, in no event shall interest contracted for, charged or received hereunder, plus
any other charges in connection herewith that constitute interest on this Agreement under applicable law, result in a"net
effective interest rate" as defined in Section 271.003(6) of the Local Government Code, as amended, in excess of the net
effective rate at which public securities may be issued in accordance with Chapter 1204, Government Code, as amended.
The amounts of such interest or other charges previously paid to Bank in excess of the amounts permitted by the preceding
sentence shall be applied by Bank to reduce the principal of the indebtedness incurred by Purchaser pursuant to this
Agreement, or, at the option of Bank, be refunded. To the extent permitted by Chapter 1204, Government Code, as
amended, or other applicable law then in effect, determination of the maximum net effective interest rate shall at all times
be made by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of this
Agreement and such indebtedness, all interest at any time contracted for, charged or received from Purchaser hereof in
connection with the indebtedness evidenced hereby, so that the actual rate of interest on such indebtedness is uniform
throughout the term hereof. Interest on the unpaid amounts under this Agreement shall be computed as simple interest.
8
IN WITNESS W Purchaser and Bank have executed this Agreement as of the date first above written.
R
. ic
Q , .••.....
t,• •••- City of Ro d Rock,Texas
.•
s
(SE
V i
71 �•• By: CRAIG ORGAN, ay
J'
•
Attested and Countersigned:
2)XW Z.-.11 r 0
Clerk/Recorder/Secretary of Lessee
Notice address:
Citv of Round Rock,Texas
221 E.Main St.
Round Rock,Texas 78664
FROST BANK
By: Authorized Officer of Frost Leasing
Notice address:
Frost Bank
P.O. Box 59
San Antonio,Texas 78291-0059
Attention: Leasing Department
9
A
, � FROST BANK Exhibit "A"
c%Frost Leasing
100 West Houston Street Acceptance Certificate
San Antonio, Teras 78205
Number 776332571-001 dated as of October 12, 2017
The undersigned Purchaser, having entered into a Municipal Equipment Lease/Purchase Agreement dated October 12,
2017,(the"Agreement"),with FROST BANK("Bank"),does hereby certify to Bank that:
1. The equipment listed in the attached Exhibit B (the "Equipment") dated October 12, 2017, is of a size, design,
capacity, and manufacture selected by Purchaser, is in good condition and has been satisfactorily delivered and
installed. Purchaser hereby expressly assumes all responsibilities in connection with the delivery and installation
thereof,
2. Purchaser is satisfied that the Equipment is suitable for Purchaser's purposes;
3. The Purchaser has complied with all applicable competitive bidding requirements in connection with the
lease/purchase acquisition of the Equipment;
4. Unless otherwise indicated on Exhibit B, the Equipment is new and unused on the date hereof except for routine
testing and inspection;
5. Upon payment of the purchase price to the Vendors indicated in Exhibit B, there will be no liens, security
interests,or encumbrances against the Equipment except the interest of Bank under the Agreement;
6. The Equipment is personal property and will not become either real property,fixtures or inventory;
7. Purchaser authorizes Bank to pay the Vendors indicated in Exhibit B for the Equipment;
8. The representations and warranties of Purchaser contained in the Agreement are true and correct in all material
respects as of the date of this certificate;
9. There exists no Event of Default or condition which,but for the passing of time or giving of notice or both, would
constitute an Event of Default under the Agreement nor has there been any material change or difference in the
Purchaser's covenants,representations or ability to meet its obligations under the Agreement;and
10. The lease/purchase of the Equipment as shown on the attached Exhibit B has been duly authorized by the
governing body of the Purchaser.
Dated:
City of Round Rock,Texas
(SEAL)
By: C O G ayor
10
INka
FROST BANK Exhibit "B"
c%Frost Leasing
100 West Houston Street
San Antonio, Texas 78205
Number 7763328571-001 dated as of October 12, 2017
1. ITEMS OF EQUIPMENT COVERED BY THIS AGREEMENT:
Quantity Description Serial Number/VIN Cost
1 2017 Pierce Dash Fire Truck 4PIBCAGF9HA017070 $1,292,625.00
1 2018 Freightliner M2-106 1 FVHCYFE2JHJJ8375 $102,402.00
1 2017 Ford Expedition 1 FMJU1 FT2HEA50845 $33,928.00
1 2017 Ford F150 1FTEX1CF7HKC48334 $23,040.00
1 2017 Ford F150 1FTEWl.EF9HKC48318 $29,524.00
1 2017 Ford F250 1 FT7X2A61 HEC34218 $26,188.00
1 2017 Ford F450 1FDOW4GY2HEC34295 $43,691.00
1 2017 Ford F350 1 FD8W3A63HEC34293 $35,585.00
1 2017 Ford F350 1FT8W3A6XHEC34294 $30,888.00
1 2017 Ford F250 1 FTBF2A64HEC23887 $28,375.00
1 2017 Ford F250 1 FT7W2A69HEC34292 $28,518.00
1 2017 Ford F450 1FDUF4GY3HEC34291 $41,122.00
1 2017 Ford F150 1FTEX1C87HKC48335 $21,572.00
1 2017 Ford F150 IFTEXIE81HKC48344 $25,451.00
1 2017 Ford F150 I FTEXI E86HKC48341 $25,451.00
1 2017 Ford F150 1 FTEXI EBXHKC48343 $25,451.00
1 2017 Ford F350 1FD8X3B66HEC34297 $40,139.00
1 2017 Ford Expedition 1FMJU1FT4HEA50846 $30,558.00
1 2017 Ford F250 1 FD7X2A65HEC34296 $35,719.00
1 2017 Ford Taurus SE 1FAHP2D82HG111457 $22,481.00
1 2017 Ford F150 1FTEW1CF2HKC48289 $31,293.95
1 2017 Ford F150 1FTEW1CF9HKC48287 $31,293.95
1 2017 Ford F150 1FTEWICFOHKC48288 $31,293.95
1 2017 Ford F150 1FTEWICFOHKC48291 $30,194.00
1 2017 Ford F350 1 FT8W3BT9HEC47008 $43,436.00
1 2017 Ford F150 IFTEWIE82HFA99535 $29,271.00
1 2017 Ford Explorer 1 FM5K8AR4HGB93733 $27,946.00
1 2017 Ford Explorer 1FM5K8AR6HGB93734 $27,946.00
1 2017 Ford Explorer 1 FM5K8AR5HGB93742 $27,946.00
1 2017 Ford Explorer 1 FM5K8ARXHGB93736 $27,946.00
1 2017 Ford Explorer 1FM5K8AROHGB93731 $27,946.00
1 2017 Ford Explorer 1FM5K8AR2HGB93732 $27,946.00
1 2017 Ford Explorer 1FM5K8AR5HGB93739 $27,946.00
1 2017 Ford Explorer I FM5K8AR7HGB93743 $27,946.00
Il
Quantity Description Serial Number Cost
1 TORO GM36 4WD MOWER 316000179 $29,949.32
1 TORO GM360 100 MOWER 3160001.77 $11,825.14
1 VERMEER HG4000 HORIZONTAL GRINDER 1V RC363HOG1001033 $383,702.00
6 COMPUTER MOUNTS,DOCKING STATIONS N/A $209,961.08
Vendor Name: City of Round Rock,Texas—Reimburse Contact: Craig Morgan,Mayor
Address: 221 E.Main St. Phone: 512-218-5400
City,State&Zip: Round Rock,Texas 78664 Fax:
Equipment Location:
221 E. Main St.,Round Rock,Texas 78664
2. PAYMENT AUTHORIZATION SCHEDULE:
Equipment Cost(per vendors invoice) $2,998,496.39
Less Trade-In Allowance $0.00
Less Down Payment $0.00
Equals Amount Financed $2,998,496.39 -
Purchaser will pay 10 periodic payments of$314,037.11 each on a Semi-Annual basis starting on April 12,
2018. Each due date is an Optional Payment Date.
SEE ATTACHED PAYMENT AMORTIZATION REPORT,which is incorporated into this Exhibit"B"as if
fully set forth herein.
3. THIS AGREEMENT COMPRISES INTEREST AT AN ANNUAL PERCENTAGE RATE OF 1.699%.
The Installment Payments herein will be composed of principal and interest. In the event of changes in the Annual
Percentage Rate due to events as outlined in Section 1.7 of this Agreement (Tax Certification and
Indemnification), this payment and amortization schedule will be modified based on Bank's equivalent taxable
annual percentage rate in order to preserve Bank's anticipated after tax yield, subject to the limitations set forth in
Article IX of this Agreement.
4. The minimum amount of insurance to be provided by Purchaser with respect hereto is as follows:
a. The lesser of (i) $1,000,000.00 Comprehensive General Liability or(ii)the maximum limits of liability
of Purchaser under applicable law,as amended from time to time.
b. Physical Damage and Loss: $2.998.496.39
C. Additional riders,exclusions or special terms required by Bank:
Frost Bank, its successors and assigns shall be named as"Loss Payee"on the Physical Damage and Loss
coverage and named as"Additional Insured"on the General Liability coverage.
In the event that Purchaser self-insures for Physical Damage and Loss Insurance required,Purchaser shall
maintain Umbrella Liability Maximum Damage coverage.
12
5. PURCHASER'S BILLING ADDRESS:
Name: City of Round Rock,Texas
Address: 221 E.Main St.
City,State&Zip: Round Rock,Texas 78664
6. ADDRESS PAYMENTS TO(Place of Payment):
Frost Bank
P.O. Box 59
San Antonio,Texas 78291-0059
Attention: Leasing Department
7. PREPAYMENT-OPTION PRICE:
The Option Price will be equal to the remaining Principal Balance in 2.Above with no premium and adding any
interest accrued through the date said Option Price is paid.
Dated: (Xh (2-1 _ v
City of Ro d Rock,Texas
(SEAL)
Z4 A /
By: CRA MORGA ayor
13
TMLCertificate of Coverage
1M-UtG0VMN-.%1 N-rAL RISK POOL
TMLIRP Contract Number: 13127
Member: Company Affording Coverage:
Round Rock Texas Municipal League Intergovernmental Risk Pool(TMLIRP)
Mr.Michael Bennett PO Box 149194
Risk Manager Austin,TX 78714-9194
221 E Main Ave Ste 100 (512)491-2300 or(800)537-6655
Round Rock,Texas 78664 Fax:(512)491-2404
Certificate Holder:
Frost Bank
100 W Houston St, 3rd Floor
San Antonio, TX 78205
This is to certify that the coverages listed below have been provided to the member and are in effect at this time. Notwithstanding any requirements,
terns,or conditions of any other contract or agreement with respect to which this certificate may be issued or may pertain,the coverage afforded by
TMLIRP described herein is subject only to the terms,exclusions and additions of TMLIRP's coverage contracts between TMLIRP and its member(s).
Coverage is continuous until canceled.
General Liability Effective Date: 10/1/2016 Real&Personal Property Effective Date: 10/1/2016
Anniversary Date: 10/1/2017 Anniversary Date: 10/1/2017
Limits of Liability(Each Occurrence): $1,000,000 Limits of Coverage: $316,035,033
Sudden Events Involving Pollution
(Each Occurrence): $1,000,000 Deductible per Occurrence: $2,500
Annual Aggregate: $2,000,000 Mobile Equipment Effective Date:
Deductible per Occurrence: $2,500 Anniversary Date:
Law Enforcement Liability Effective Date: Limits of Coverage:
Anniversary Date: Deductible per Occurrence:
Limits of Liability(Each Occurrence): Boiler&Machinery-Broad Form Effective Date:
Annual Aggregate: Anniversary Date:
Deductible per Occurrence: Per Accident Limit:
Errors and Omissions Liability Effective Date: Deductible per Occurrence:
Anniversary Date: Yes No
Limits of Liability(Each Wrongful Act): Mortgagee X
Annual Aggregate: Loss Payee X
Deductible per Occurrence: Loan Number:
Auto Liability Effective Date: 10/1/2016 Year/Make/Model VIN Value
Anniversary Date: 10/1/2017
Limits of Liability(Each Occurrence): $1,000,000
Deductible per Occurrence: $2,500
Auto Physical Damage Effective Date: 10/1/2016
Anniversary Date: 10/1/2017
Limits of Liability: ACV or Agreed Value as scheduled
Collision Deductible: $2,500
Comprehensive Deductible: $2,500
Yes No
Loss Payee: X Loan Number:
DESCRIPTION:
Evidence of Coverage for Vehicles,Handheld Radios,Mobile Radios and other related Emergency Equipment located at Police/Fire or Public Works
Department- value$3,000,000. Solicitation#17-021
Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof,TMLIRP will endeavor to mail
30 days written notice to the above named certificate holder,but failure to mail such notice shall impose no obligation or liability of any kind
upon TMLIRP.
Authorized Representative:Kris Reim Date Issued:
8/29/2017
X102
2/10/2015
LESSOR OF EQUIPMENT
This endorsement forms a part of the Declarations to which attached,effective on
the inception date of the coverage unless otherwise stated herein,and clarifies such
coverage as is afforded by the provisions of the coverage shown below:
® GENERAL LIABILITY
❑ AIRPORT OWNERS AND OPERATORS
GENERAL LIABILITY
Entity Name :Round Rock
Entity ID :3127
Effective Date :9/14/17
It is understood that coverage is provided to the Fund Member for liability arising out of the
maintenance, operation, or use by the Fund Member of equipment leased to the Fund Member
by the person or organization set forth below,subject to the following additional exclusions:
1. Coverage does not apply to any occurrence which takes place after the equipment lease
expires;
2. Coverage does not apply to bodily injury or property damage arising out of the sole
negligence of the lessor of the equipment.
Lessor of Equipment
Name :Frost Bank
Address :100 W Houston Street,3rd Floor
City, State&ZIP :San Antonio, TX 78205
TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL
EL200
12/09/98
LOSS PAYABLE CLAUSE-REAL&PERSONAL PROPERTY
This endorsement forms a part of the Declarations to which attached, effective on
the inception date of the coverage unless otherwise stated herein, and modifies
such coverage as is afforded by the provisions of the coverage shown below:
COMPREHENSIVE PROPERTY COVERAGE
Entity Name : Round Rock
Entity ID : 3127
Effective Date : 9/14/17
Loss on the items shown below shall be payable to:
Name : Frost Bank
Address : 100 W Houston Street,3'Floor
City, State&ZIP : San Antonio,TX 78205
as mortgagee, loss payee or lienholder as their interest may appear at the time of loss.
Designation of Property
Location Description Value
Police, Fire,Public Works Depts Vehicles, ,Handheld Radios, $3,000,000
Mobile Radios
and other related Emergency
Round Rock,TX Equipment
Solicitation 917-021
TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL
EP300
05/20/02
Mayor Councilmembers City Manager
Craig Morgan Tammy Young Laurie Hadley
Rene Flores
ROUND ROCK TEXAS
Frank it Baff egwell
Mayor Pro-Tem Writ Baese City Attorney
FINANCE Will Peckham Kris Whitfield Stephan L.Sheets
ESSENTIAL USE LETTER
TO: Frost Bank
P.O. Box 1600
San Antonio, Texas 78296
RE: Municipal Equipment Lease/Purchase Agreement,
Lease Number(Supplement Number)
This letter is being written with respect to the use of the equipment ("Equipment") listed in the
Equipment Schedule(s) identified by the Lease Number specified above.
Purchaser represents that the Equipment will be used by:
for the following purposes:
(Department or Division Using the Equipment)
(State how and for what purpose the Equipment will be used)
Purchaser further represents that the use of the Equipment is essential to Purchaser's proper,
efficient and economic operation; that Purchaser shall be the only entity to own, operate and use
the Equipment, and that Purchaser will not do, or fail to do, any act if such act or failure to act
will cause the interest portion of the lease payments to become subject to federal income taxation
under the Internal Revenue Code of 1986, as amended.
Purchase
By:X ByX
Purchaser's Authorized Signature Purcha er's Au rized Signature
Print Name and Title Print ame an Title
10 - 12- • f1-
Date Date
CITY OF ROUND ROCK 221 East Main Street, Round Rock,Texas 78664
FP1 512.218.5400 [F] 512.671.2808 • roundrocictexas.gov
Mayor Councilmembers City Manager
Craig Morgan Tammy Young Laurie Hadley
Rene Flores
Frank Leff ingwell
ROUND ROCK TEXAS Mayor Pro-Tem Writ Baese City Attorney
FINANCE Will Peckham Kris Whitfield Stephan L.Sheets
INCUMBENCY CERTIFICATE
We, the undersigned, hereby certify that we are the duly qualified and acting
_(title) of (lessee name) k9MftVkL ("Purchaser"); and, with respect
to the Municip 1 Equipment Lease/Purchase Agar e dated as of m4.7)-W �>--1Z-- , 20a
(the "Agreement"), by and between Purchaser and Frost Bank, that we are the persons who hold
the respective offices or positions set forth opposite their signatures below; that the signatures
below written are true and correct signatures of said persons' and that as of the date of execution
of the Agreement such persons were duly qualified and acting as the officers or position holders
indicated below and duly authorized to execute the same:
Name Office or Position S' ature
7-
Dated: Lb• [?zTI:
By: !aAvl• [Alm*
Title:
(Clerk/R corder/Secretary of Lessee)
CITY OF ROUND ROCK 221 East Main Street, Round Ror-l<,Texas 78664
[P] 512.218.5400 - [Fl 512.671.2808 • roundrocktexas.gov
-N�►�j= FROST BANK
c%Frost Leasing Advance Payment Billing
100 West Houston Street Invoice
San Antonio, Texas 78205
Master Lease Number 776332571 dated as of October 12, 2017
Supplement Number 776332571-001 dated as of October 12, 2017
Date of Invoice: October 12,2017
City of Round Rock,Texas
221 E.Main St.
Round Rock,TX 78664
Description Payment Sales/Use Tax Other Charges Amount Due
Lease Processing Fee $1,000.00 $1,000.0
Total Due 1 $1,000.0
INVOICE - AUTHORIZATION TO DEBIT
Lessee hereb AUTHORIZES LESSOR TO DEDUCT FROM LESSEE'S FROST BANK checking
account nu er the"Total Due"on this invoice only.
X)
Authoriz d Signer Or
a ount designated to be charged.
OR INCLUDE YOUR CHECK FOR THIS INVOICE AMOUNT&RETURN WITH YOUR
EXECUTED DOCUMENTS.
AVTR-771
Power of Attorney to (Rev.11109)
Transfer Motor Vehicle page 1 of 1
7bxas Department
of Motor Vehicles + No Alterations Allowed
• Complete All Sections
• Type or Print in Black or Blue Ink
This is to certify that I, CITY OF ROUND ROCK,TEXAS
Name of Owner
of the County of WILLIAMSON
and the State of Texas,owner of the following described motor vehicle,do make,constitute and appoint:
FROST BANK
Type or Print Name
of the County of BEXAR and the State of TX ,my true and lawful attorney,
for me and in my name,place and stead to sell,transfer,and assign or purchase and apply for the title on the motor vehicle
described as follows:
Year Make Body Style Model 1.1cense Plate Number
2017 PIERCE FIRETRUCK DASH
Vehicle Identification Number Titfe I Document Number
4P16CAGF9HA017070 24625042744095602
This completed and signed form grants my attorney full power and authority to do and perform all and every act necessary to
transfer and assign the legal title to the motor vehicle described,or to purchase and apply for a title to anyone who may be
designated by my attorney.
NOTE: This form must be properly completed before it is an acceptable document. The power of attorney cannot be
granted to the selling or buying dealer,an employee of the dealer,or relative of the dealer,unless the vehicle Is
exempt from the odometer disclosure law(i.e.,the year model Is ten or more years aid,the carrying capacity exceeds
two tons,or the vehicle Is not self-propelled). This form may be used in a dealer sale If a disinterested third party is
appointed. A disinterested third party Is defined as an Individual with no relationship to the dealer or dealership.
If a Power of Attorney is used to apply for a certified copy of title,theperson(s)signing must include aha�tocopy of their U.S,
government issued photo identification(a state issued Driver License,a U.S. Government issued Identification Card,or a U.S.
passport).
further certify that the current odometer reading is miles and to the best of
(No Tenths)
my knowledge the odometer reading is the ACTUAL mileage of the vehicle unless one of the following statements is checked:
❑ 1. The mileage stated is in EXCESS of its mechanical limits.
❑ 2. The odometer reading is NOT the actual mileage. WARNING-ODOMETER DISCREPANCY
City of Ro nd Rock,Texas
Name er
Signature of Owner
221 E. Main St. Round Rock Texas 78664
Address city State Zip Code
September 15,2017
Date
WARNING:State Law provides that falsifying Information on any required statement or application Is a third—degree felony.
Form VTR-271 www.txdmv,gov
Application for Texas Title and/or Re istration
Applying for(please check one):
TAX OFFICE USE ONLY
❑Title&Registration ❑Title Only ❑ Registration Purposes Only ❑ Nontitle Registration County:
For a corrected title or registration,check reason: Doc#:
❑Vehicle Description ❑Add/Remove Lien ❑Other: ❑SPV ❑Appraisal Value$
1.Vehicle Identification Number 2.Year 3.Make 4.Body Style 5.Model 6.Major Color 7.Minor Color
4POCAGMA017070 2017 PIERCE FT
8.Texas License Plate No. 9.Odometer Reading(no tenths) 10.This is the Actual Mileage unless the mileage is: 11.Empty Weight 12.Carrying Capacity(if any)
C Not Actual ❑Exceeds Mechanical Limits ❑Exempt
13.Applicant Type 14.Applicant Photo ID Number or FEIN/EIN
❑ Individual ❑ Business ❑ Government ❑Trust ❑ Non-Profit
15.ID Type ❑ U.S.Driver License/ID Card(issued by: ) ❑ NATO ID ❑ U.S.Dept.of State ID
❑ Passport(issued by: ) ❑ U.S.Military ID ❑ U.S.Dept.of Homeland Security ID
❑ U.S.Citizenship&Immigration Services/DOJ ID ❑ Other Military Status of Forces Photo ID
16.Applicant First Name(or Entity Name) Middle Name Last Name Suffix(if any)
CITY OF ROUND ROCK, TEXAS
17.Additional Applicant First Name(if applicable) Middle Name Last Name Suffix(if any)
18.Applicant Mailing Address City State Zip 19.Owner County of Residence
221 E. MAIN ROUND ROCK TEXAS 78664
20.Previous Owner Name(or Entity Name) City State 21.Dealer GDN(if applicable)22.Unit No.(if applicable)
23.Renewal Recipient First Name(or Entity Name)(if different) Middle Name Last Name Suffix(if any)
24.Renewal Notice Mailing Address(if different) City State Zip
25.Applicant Phone Number(optional)26.Email(optional) 27.Registration Renewal eReminder
❑Yes(Provide Email in#26)
28.Vehicle Location Address(if different) City State Zip
29.Multiple(Additional)Liens 30.Electronic Title Request 31.Certified/eT'itle Lienholder ID Number(if any) 32.First Lien Date(if any)
❑Yes(Attach Form VTR-267) ❑Yes(Cannot check#29) 740635455 10/12/2017
33.First Lienholder Name(if any) Mailing Address City State Zip
FROST BANK 100 W. HOUSTON ST. SAN ANTONIO TEXAS 78205
34.Check only if applicable: MOTOR VEHICLE TAX STATEMENT
❑ 1 hold Motor Vehicle Retailer's(Rental)Permit No. and will satisfy the minimum tax liability(V.A.T.S.,Tax Code§152.046(c])
❑ 1 am a dealer or lessor and qualify to take the Fair Market Value Deduction(V.A.T.S.,Tax Code,§152.002(c]).GDN or Lessor Number
35.Trade-In(if any) Year Make Vehicle Identification Number 36.Additional Trade-In(s)
❑ Yes(Complete) ❑Yes
37.Check only if applicable: SALES AND USE TAX COMPUTATION
❑ (a) Sales Price($ rebate has been deducted) $ ❑ $90 New Resident Tax-(Previous State)
(b) Less Trade-in Amount,described in Item 35 above $( ) ❑ $5 Even Trade Tax
(c) For Dealers/Lessors/Rental ONLY-Fair Market Value ❑ $10 Gift Tax-Use Comptroller Form 14-317
Deduction,described in Item 35 above $( ) ❑ $65 Rebuilt Salvage Fee
(d) Taxable Amount(Item a minus Item b or Item c) $ ❑ 2.5%Emissions Fee(Diesel Vehicles 1996 and Older>14,000 lbs.)
(e) 6.25%Tax on Taxable Amount(Multiply Item d by.0625) $ ❑ 1%Emissions Fee(Diesel Vehicles 1997 and Newer>14,000 lbs.)
(f) Late Tax Payment Penalty ❑ 5%or ❑ 10% $ ❑ Exemption claimed under the Motor Vehicle Sales and Use Tax Law because:
(g) Tax Paid to (STATE) $
(h) AMOUNT OF TAX AND PENALTY DUE ❑ $28 or$33 Application Fee for Texas Title
(Item a plus Item f minus Item g) $ (Contact your county tax assessor-collector for the correct fee.)
CERTIFICATION-State law makes falsifying information a third degree felony
I hereby certify all statements in this document are true and correct to the best of my knowledge and belief,and I am eligible for title and/or registration(as applicable).
Signature(s)of S ler(s),Donor ), r Trader Printed Name(s)(Same as Signature(s)) Date
• O ���
Signature o pplic nt/Owner k1 Printed N e Same as 09nature Date
Signature(s)of Additional Applicant(s)/Owner(s) Printed Name(s)(Same as Signature(s)) Date
Form 130-U Rev 08/16 Form available online at www.TxDMV.gov Page 1 of 2
Sheets & Crossfield, P.C.
ATTORNEYS AT LAW
309 East Main Street. Round Rock,TX 78664-5246
Phone 512-255-8877 .fax 512-255-8986
www.slieets-crossfield.com
October 12, 2017
Lessee: City of Round Rock, Texas
Lessor: Frost National Bank
Re: Lease No. 1 dated October 12, 2017, together with its Municipal
Lease/Purchase Agreement dated October 12, 2017, by and between the
above-named Lessee and the above-named Lessor
Sir/Madam:
I have acted as counsel to Lessee with respect to Lease No. 1, the Municipal
Lease/Purchase Agreement and its Addenda and Exhibits, and all other agreements
described above or related thereto (collectively, the "Agreements") and various related
matters, and in this capacity have reviewed a duplicate original or certified copy of the
Agreements and such other documents as I have deemed necessary for the purposes of
this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of Texas (the "State"), duly
organized, existing and operating under the Constitution and laws of the State of
Texas.
2. Lessee is authorized and has power under State law to enter into all of the
Agreements, and to carry out its obligations thereunder and the transactions
contemplated thereby.
3. The Agreements and all other documents related thereto have been duly
authorized, approved and executed by and on behalf of Lessee, and each of the
Agreements is a valid and binding contract of Lessee enforceable in accordance
with its terms, except to the extent limited by State and Federal laws affecting
creditors' remedies and by bankruptcy, reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other
proceedings of Lessee relating to the transactions contemplated thereby have been
performed in accordance with all applicable Local, State and Federal laws
(including open meeting laws and public bidding and property acquisition laws).
00384901/ss2
5. To the best of my knowledge, there is no litigation or proceeding pending before
any court, administrative agency or governmental body, that challenges: the
organization or existence of Lessee; the authority of its officers; the proper
authorization; approval and execution of any of the Agreements or any documents
relating thereto; the appropriation of monies to make payments under the
Agreements for the current fiscal year; or the ability of Lessee otherwise to
perform its obligations under the Agreements and the transactions contemplated
thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the
Internal Revenue Code of 1986, as amended, and the related regulations and
rulings thereunder.
Lessor, its Assignee, and any of their assigns may rely upon this opinion.
Ver t ly yoursL ,
<:]qdi
Stepha L. Sheets,
City Attorney
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
10-Under Internal Revenue Code section 149(e)
(Rev.September 2011) OMB No.1545-0720
►See separate instructions.
Internal Revenue Service P
Department the Treasury Caution:If the issue rice is under$100,000,use Form 8038-GC.
Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
CIT/ aF ZoVizA tLoJC 7`{- 60) 7 `f eV
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
&*zWi c5 c f)A S) L- ZI $- 3 Lri 5-
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
221 CST
6 City,town,or post office,state,and ZIP code 7 Date of issue
Oao� 9c) —(O -;-1c) 17
a Name of issue 9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
SuSA t.�) L_- t`vr.ar(�/�r� C, Q.A CzSIZ-1-)9 - SyJ
• Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe ► 18
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . ► ❑
If obligations are BANs,check only box 19b . . . . . . . . . . . . . . . Poo. F-1
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑
Description of Obligations. Complete for the entire issue for which this form is being filed.
a Final maturitydate rice (c)Stated redemption (d)Weighted
( ) (b)Issue p price at maturity average maturity (e)Yield
21 Q O -i!2- ZZ- ?-I glow 0 qg(.. 31 SO/V&I 9IVS'. &l3 years .(10-1 Cl %
Uses of Proceeds of-Bond-Issue(including underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . . . 23
24 Proceeds used for bond issuance costs(including underwriters'discount). 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . . . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . 30
[jULUT Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► ��A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► LA years
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ►
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.637735 Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
liaM Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contractv' x
;=,:!t
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
Enter the final maturity date of the GIC►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation 0-
c
c Enter the EIN of the issuer of the master pool obligation Po-
d
d Enter the name of the issuer of the master pool obligation►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge Po-
d
d Term of hedge 0--
42
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intent was adopted►
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and process this return,to the person that I have authorized above.
Consent c_�_
'Signat re of issuer s aut ize represe tAtive Date 'Type or print name and title
Check ❑ if
Paid
Print/Type preparer's name Pre rer's signature Date PTIN
Preparer I self-employed
Use Only Firm's name ► Firm's EIN 10-
Firm's
Firm's address ► Phone no.
Form 8038-G(Rev.9-2011)
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 0f 1
Complete Nos. 1-4 and 6 if there are interested parties, OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-252348
Frost Bank
San Antonio,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/21/2017
being filed,
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
IFB 17-021 Equipment Lease
Municipal lease for vehicles and equipment
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Perotti, Bill San Antonio,TX United States X
Frost, Patrick B. San Antonio,TX United States X
Kardys, Richard San Antonio,TX United States X
Green,Phil San Antonio,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
aLe LESLIE W.MILLER
Notary Public
f STATE OF TEXAS
My cdmm:Exp.8212612018
I
CF IU#115+12590
Sigr ure of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said ► l` C 'y t�r {�'.-- this the day of
20 to certify which,witness my hand and sea of office.
i
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883