R-09-08-27-9G1 - 8/27/2009RESOLUTION NO. R -09-08-27-9G1
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF
A GOVERNMENTAL LEASE -PURCHASE AGREEMENT WITH WELLS
FARGO BROKERAGE SERVICES, LLC, EQUIPMENT EXHIBIT A, AND
RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN
CONNECTION THEREWITH.
WHEREAS, the City of Round Rock, Texas, as Lessee, proposes to
enter into a Governmental Lease -Purchase Agreement with Wells Fargo
Brokerage Services, LLC, as Lessor; and
WHEREAS, the principal amount expected to be financed is
$1,505,390.00; and
WHEREAS, Lessee is a political subdivision of the State of
Texas in which Lessee is located (the "State") and is duly organized
and existing pursuant to the Constitution and laws of the State of
Texas; and
WHEREAS, pursuant to applicable law, the governing body of
Lessee (the "Governing Body") is authorized to acquire, dispose of
and encumber real and personal property including, without
limitation, rights and interests in property, leases and easements
necessary to the functions or operations of Lessee; and
WHEREAS, the Governing Body desires to obtain certain
equipment described in Exhibit A to the Governmental Lease -Purchase
Agreement (the "Lease -Purchase Agreement"), in an amount not to
exceed $1,505,390.00, with Wells Fargo Brokerage Services, LLC, the
form of which has been available for review by the Governing Body of
Lessee prior to this meeting; and
WHEREAS, the Governing Body hereby finds and determines that
the execution of the Lease -Purchase Agreement in the principal
amount not exceeding the amount stated above (the "Principal
O:\wdox\SCC1nts\0112\0905\MONICIPAL\A9082,G1.DOC/jkg
Amount") for the purpose of acquiring the equipment (the
"Equipment") described specifically in the Lease-Purchase Agreement
is appropriate and necessary to the functions and operations of
Lessee, and that the Equipment is essential for Lessee to perform
its governmental functions; and
WHEREAS, Lessee has taken the necessary steps, including those
relating to any applicable legal bidding requirements, to arrange
for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease-Purchase
Agreement with Wells Fargo Brokerage Services, LLC substantially in
the form presented to the Governing Body, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
Section 1. That the Mayor (the "Authorized Representative")
acting on behalf of Lessee is hereby authorized to negotiate, enter
into, execute, and deliver the Lease-Purchase Agreement in
substantially the form set forth in the document presently before
the Governing Body, which document is available for public
inspection at the offices of Lessee. Each Authorized Representative
acting on behalf of Lessee is hereby authorized to negotiate, enter
into, execute, and deliver such other documents relating to the
Lease-Purchase Agreement as the Authorized Representative deems
necessary and appropriate. All other related contracts and
agreements necessary and incidental to the Lease-Purchase Agreement
are hereby authorized.
Section 2. That by a written instrument signed by an Authorized
Representative, said Authorized Representative may designate
specifically identified officers or employees of Lessee to execute
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and deliver agreements and documents relating to the Lease -Purchase
Agreement on behalf of Lessee.
Section 3. That the aggregate original principal amount of the
Lease -Purchase Agreement shall not exceed the Principal Amount and
shall bear interest as set forth in the Lease -Purchase Agreement,
and the Lease -Purchase Agreement shall contain such options to
purchase by Lessee as set forth therein.
Section 4. That the terms of the Lease -Purchase Agreement are
in the best interests of Lessee for the acquisition of the
Equipment.
Section 5. That the Lease -Purchase Agreement and the
acquisition and financing of the Equipment under the terms and
conditions as described in the Lease -Purchase Agreement are hereby
approved. The Pledged Revenues and, more specifically, the first
position priority pledge of the Interest and Sinking Fund as well as
the pledge of and covenant to levy and collect any and all
valorem taxes in amounts sufficient to make all Rental Payments
ad
and
other obligations hereunder and to deposit the same into the
Interest and Sinking Fund are expressly approved and authorized.
Section 6. That the Authorized Representative shall have the
power to execute contracts on behalf of Lessee, and
Authorized Representative is hereby authorized to
acknowledge
and deliver the Lease -Purchase Agreement
that such
execute,
with any
changes, insertions and omissions therein as may be approved by the
Governing Body's officers who execute the Lease -Purchase Agreement,
such approval to be conclusively evidenced by execution and delivery
of the Lease -Purchase Agreement. The City Secretary of Lessee, and
any other officer of Lessee who shall have been granted the power to
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do so, is authorized to affix the official seal of Lessee to the
Lease -Purchase Agreement and to attest the same.
Section 7. That this Resolution shall take effect immediately
upon its adoption and approval.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 27th day of August, 2009.
ATTEST:
rn
✓CI
ALAN MCGRAW, Mayor
City of Round Rock, Texas
‘11/0/GiLkj4.6
SARA L. WHITE, City Secretary
The City Secretary of the above-named Lessee hereby certifies and
attests that she has access to the official records of the Governing
Body of Lessee, that the foregoing Resolution was duly adopted by
said Governing Body of Lessee at a meeting of said Governing Body,
and that such Resolution has not been amended or altered and is in
full force and effect on the date stated below.
Sara L. White, City Secretary
Date Signed: /, w0g1
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GOVERNMENTAL LEASE -PURCHASE
AGREEMENT
Name and Address of Lessee:
City of Round Rock .
221 East Main Street
Round Rock, Texas 78664
Lessor:
Wells Fargo Brokerage Services, LLC
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property
described in the Supplement attached to this Lease and hereby made a part hereof (collectively the "Lease") upon the terms
and conditions set forth in this Lease (such property together with all replacements, repairs and additions incorporated
therein or affixed thereto being referred to herein as "Equipment" ). The execution by Lessee of this Lease shall evidence a
determination by the Lessee that the Equipment is essential to its proper, efficient and economic operation, that Lessee
desires to enter into this Lease for the acquisition of that Equipment under the terms hereof, that the Equipment is necessary
for the govermnental functions of Lessee, and that Lessor is neither the manufacturer nor a dealer or merchant of said
Equipment, but has agreed to provide the funding for and on behalf of Lessee for the acquisition of said Equipment under the
terms hereof at the specific request of Lessee.
2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and delivering to
Lessor a Delivery and Acceptance Certificate (herein so called) in the form to be provided by Lessor.
3. TERM. The term of this Lease shall begin the date the Equipment is accepted by Lessee (the "Acceptance Date") and shall
continue unless earlier terminated as provided herein. The Acceptance Date shall be recorded on the Supplement.
4. RENT. Lessee shall pay as rent for the fill term of this Lease the amount shown in the Supplement as Total Rent, and a
portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A" attached to the Supplement
sets forth the interest component of each rent payment during the term. The Total Rent shall be payable in installments each
in the amount of the basic rental payment set forth in Exhibit A to the Supplement plus any applicable sales and use tax
thereon.
Lessee reasonably believes that funds can be obtained sufficient to make all rent payments during the term of the Lease and
hereby covenants that the officer of Lessee responsible for budget preparation shall request the required appropriation for
each fiscal year during the tern of this Lease from the governing body of Lessee and exhaust all available administrative
reviews and appeals in the event such portion of the budget is not approved.
5. TAX LEVY. A Special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created soly for the benefit
of the Agreement, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository
bank of the City. The Interest and Sinking Funds shall be kept separate and apart from all other funds and accounts of the
City, and shall be used only for paying the interest on, and principal of, the Agreement. All ad valorem taxes levied and
collected for and on account of the Agreement shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while the agreement or interest thereon are outstanding and unpaid, the governing body of the City shall
compute and ascertain a rate and amount of Ad Valorem tax money required to pay the interest on theAgreement as such
interest become due, and to provide and maintain a sinking fund adequate to pay the principal of the Agreement as such
principal comes due (but never Tess than 2% each year), and said tax shall be based on the latest approved tax rolls of Lessee,
with full allowance made for tax delinquencies and the cost of tax collection.
6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in
effect or any part of Lessee's obligations to Lessor remain unfidfilled, shall continue to represent and warrant, that:
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EXHIBIT
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(a) Lessee is a state, a possession of the United States, the District of Columbia, or a political subdivision of any of
the foregoing. If Lessee is incorporated, it is duly organized and existing under the constitution and laws of its jurisdiction of
incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in
full force and effect.
(b) Lessee Inas been duly authorized by the constitution and laws of the applicable jurisdiction and by a resolution of
its governing body (which resolution, if requested by Lessor, is attached hereto) to execute and deliver this Lease and to
carry out its obligations hereunder.
(c) All requirements have been met, and procedures have occurred in order to ensure the enforceability of this
Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the Transactions
contemplated by this Lease.
(d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or
proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or
business of any person or entity other than Lessee.
(e) This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance
with the terms hereof.
(f) Lessee will take no action that would cause the interest portion of the rent payments to become includible in
gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and
Treasury Regulations promulgated thereunder (the Regulations), and Lessee will take and will cause its officers, employees
and agents to take all affirmative actions legally within its power necessary to ensure that the interest portion of the rent
payments does not become includible in gross income of the recipient for federal income tax purposes under the Code and
Regulations.
7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgment and disclaims
any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH
RESPECT TO THE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY
FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the
Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item
of Equipment for any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to
the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor.
8. TITLE Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee; provided,
however, that (i) upon the occurrence of an Event of Default, as that term is defined in Section 20 hereof, (ii) in the event
that the purchase option has not been exercised prior to the expiration date thereof, or (iii) in the event this Lease is
terminated by Lessee pursuant to the provisions hereof, title will immediately vest in Lessor or its assignee. For as long as
title to the Equipment is in Lessee, Lessee at its expense shall protect and defend the title and keep it free of all claims and
liens other than the rights of Lessee hereunder and claims and liens created by or arising through Lessor. The Equipment
shall remain personal property regardless of its attachment to realty, and Lessee agrees to take such action at its expense as
may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to
realty.
9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's obligations
hereunder, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions,
attachments, repairs, replacements and modifications thereto or therefor, including all after-acquired equipment of Lessee,
and on any proceeds therefrom. Lessor is hereby authorized to file financing statements to perfect such security interest in
accordance with the Uniform Commercial Code. Lessee agrees to execute or deliver such additional documents, including,
without limitation, financing statements, opinions of counsel, notices and similar instnrments, in form satisfactory to Lessor,
which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the
confirmation or perfection of this Lease and Lessor's rights hereunder.
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10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall
promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafter
imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however,
any taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file at its expense all tax
returns relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the
applicable taxing jurisdiction.
11. LESSEE NEGLIGENCE. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or
damage to the Equipment and for injury to or death of any person or damage to any property, whether such injury or death be
with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property
or the property of others, which is proximately caused by the negligent conduct of Lessee, its officers, employees and agents.
Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses, damages,
penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed
on, incurred by or asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding based in whole
or in part upon the negligent conduct of Lessee, its officers, employees and agents, to the maximum extent permitted by law.
12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise
encumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove
the Equipment from its location referred to above. Lessor may assign its interest in this Lease and sell or grant a security
interest in all or any part of the Equipment without Lessee's consent. Lessee hereby appoints Lessor as Lessee's agent for
purposes of maintaining a written record of all such assignments.
13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours.
14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will
maintain the Equipment in good repair, condition and working order and will furnish all parts and services required
therefore, all at its expense. All such parts when furnished shall immediately become part of the Equipment for all purposes
hereof.
15. LOSS OR DAMAGE. In the event any item of Equipment shall become lost, stolen, destroyed, damaged beyond repair
or rendered permanently unfit for use for any reason, or in the event of condemnation or seizure of any item of Equipment,
Lessee shall promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with respect to
such item due but unpaid at the date of such payment plus (b) the amount stated in the Supplement or Exhibit A thereto as
the Termination Balance. Upon payment of such amount to Lessor, such item shall become the property of Lessee, Lessor
will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and interest therein, the rent with respect to
such item shall terminate, and the basic rental payments on the remaining items shall be reduced accordingly. Lessee shall
pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be credited to
Lessee's obligation under this Section and Lessee shall be entitled to any surplus.
16. INSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment at its own expense (a) liability
insurance against liability for bodily injury and property damage with a minimum limit of $500,000 combined single limit
and (b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full
replacement value of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance
whichever is greater. Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies
to Lessee in at least the minimum amounts required herein, naming Lessor as an additional insured thereunder for the
liability coverage and as loss payee for the property damage coverage. Each such policy shall be in such form and with such
insurers as may be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at least 10 days
prior written notice of any alteration in the terms of such policy or the cancellation thereof, and a clause specifying that no
action or misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence of
or to examine any such policy or to advise Lessee in the event any such policy shall not comply with the requirement thereof.
17. RETURN OF THE EQUIPMENT. Upon the termination of this Lease pursuant to Section 21 hereof, Lessee will
immediately deliver the Equipment to Lessor in the same condition as when delivered to Lessee, ordinary wear and tear
excepted, at such location within the continental United States as Lessor shall designate. Lessee shall pay all transportation
and other expenses relating to such delivery.
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18. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further documents and take such
further action as Lessor may request in order to more effectively carry out the intent and purpose of this Lease. Lessee shall
furnish Lessor, within seven (7) days of availability, a copy of Lessee's audited financial statements. In the event that Lessee
does not regularly obtain audited financial statements, Lessee shall provide to Lessor, within seven (7) days of availability,
copies of Lessee's annual balance sheet and income statement.
19. LATE CHARGES. If any installment of basic rent is not paid when due or within 10 days thereafter, Lessor may impose
a late charge of up to 5% of the amount of the installment but in any event not more than permitted by applicable law. Rent
payments thereafter received shall be applied first to delinquent installments and then to current installments.
20. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder: (a) Lessee shall fail to pay
when due any installment on basic rent; (b) Lessee shall fail to observe or perform any other agreement to be observed or
performed by Lessee hereunder and the continuance thereof for 10 calendar days following written notice thereof by Lessor
to Lessee; (c) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have
been false or misleading in any material respect; or (d) Lessee shall voluntarily file, or have filed against it involuntarily, a
petition for liquidation, reorganization, adjustment of debt, or similar relief under the federal or state bankruptcy code or any
other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of
it or all of a substantial part of its assets.
21. REMEDIES. Whenever any event of default referred to in Section 20 hereof shall have happened and be continuing with
respect to the Equipment, Lessor shall have the right, at its option and without any further demand or notice, to take one or
any combination of the following remedial steps:
(a) Lessor, with or without terminating this Lease may declare all rent payments due or to become due
during the fiscal year in effect when the default occurs to be immediately due and payable by Lessee, whereupon
such rent payments shall be immediately due and payable.
(b) Lessor, with or without terminating this Lease, may repossess the Equipment by giving Lessee written
notice to deliver the Equipment to Lessor, whereupon Lessee shall do so in the manner provided in Section 17; or in
the event Lessee fails to do so within 10 days after receipt of such notice, Lessor may enter upon Lessee's premises
where the Equipment is kept and take possession of the Equipment and charge Lessee for costs incurred in
respossessing the Equipment, including reasonable attorneys' fees. Lessee hereby expressly waives any damages
occasioned by such repossession. If the Equipment or any portion of it has been destroyed or damaged beyond
repair, Lessee shall pay the applicable Termination Balance of the Equipment, as set forth in the Supplement or
Exhibit A thereto (less credit for proceeds of insurance remaining after subtraction of Lessor's costs with respect to
the collection thereof), to Lessor. Notwithstanding the fact that Lessor has taken possession of the Equipment,
Lessee shall continue to be responsible for the rent payments due during the fiscal year then in effect. If this Lease
has not been terminated, Lessor shall return the Equipment to Lessee at Lessee's expense when the event of default
is cured.
(c) If Lessor terminates this Lease and takes possession of the Equipment, Lessor shall within 30 days
thereafter use its best efforts to sell the Equipment or any portion thereof in a commercially reasonable manner at
public or private sale in accordance with applicable state laws. Lessor shall apply the proceeds of such sale to pay
the following items in the following order: (i) all costs incurred in securing possession of the Equipment; (ii) all
expenses incurred in completing the sale; (iii) the applicable Termination Balance of the Equipment; and (iv) the
balance of any rent payments owed by Lessee during the fiscal year then in effect. Any sale proceeds remaining
after the requirements of clauses (i), (ii), (iii) and (iv) have been met may be retained by Lessee.
(d) If the proceeds of sale of the Equipment are not sufficient to pay the balance of any rent payments
owned by Lessee during the fiscal year then in effect, Lessor may take any other remedy available at law or in
equity to require Lessee to perform any of its obligations hereunder.
22. NOTICES. Any written notice hereunder to Lessee shall be deemed to have been given when delivered personally or
deposited in the United States nails, postage prepaid, addressed to Lessee at its address set forth above or at such other
address as may be last known to Lessor.
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23. PREPAYMENT. This Lease may be prepaid in whole, but not in part, and on any regular payment date with 45 days
written notice to Lessor, upon payment of all rent payments then due, plus the amount set forth as Termination Value on the
Supplement or any exhibit thereto.
24. SURVIVAL. Lessee's obligations under Section 10 shall survive tennination of this Lease.
25. MISCELLANEOUS. Any provision of this Lease which is unenforceable in any jurisdiction shall, as to jurisdiction, be
ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Lease, and any such
unenforceability in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall
in all respects be governed by, and construed in accordance with, the substantive laws of the state in which the Lessee is
located.
Dated: September 3, 2009
Lessee: City of Round Rock, Texas Lessor: Wells Fargo Brokerage Services, LLC
By: By:
Don Grimes
Its: Its: Senior Vice President
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Wells Fargo 13rokemge Services, LLC
1740 Broadway, MAC C7300-011.
Denver, Colorado 80274
SUPPLEMENT TO GOVERNMENTAL
LEASE -PURCHASE AGREEMENT
Name and address of Lessee:
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Lease No.: L003802
This is the Supplement to the Governmental Lease -Purchase Agreement dated September 3, 2009, between Lessor and Lessee.
Pursuant to the Governmental Lease -Purchase Agreement and this Supplement, Lessor is leasing to Lessee, and Lessee is
leasing from Lessor, the Equipment described below.
EQUIPMENT DESCRIPT
Quantity
VIN or Serial Number
Proceeds will be used for various police and fire
vehicles as well as related equipment
Location of Equipment (if different from Lessee's address)
SCHEDULE OF RENT PAYMENTS
Basic Rental
Payments
$264,188.91
Number Of
Payments
6
Advance
Payments
-0-
Acceptance Date: September 3, 2009
Term in months
36
Interest Rate
2.99%
First Payment
Due
March 3, 2010
Final Purchase
Option Price
$1.00
Rental payment period
Semi-annual
FINANCE AMOUNT: $1,505,390.00
TOTAL RENT: $1,585,133.46
Additional Provisions:
LESSOR: Wells Fargo Brokerage Services, LLC LESSEE: City of Round Rock, Texas
By: By:
Don Grimes
Its: Senior Vice President
Date: September 3. 2009
Its:
Date: September 3. 2009
City of Round Rock
Exhibit A
Costs Funded Payment Rate
6 Payments
Level Payment
Closing Fees
Average Life
$1,505,390.00 2.99%
2 per year
$264,188.91
$0.00
1.77 years
$0.00
2.990% Rate
Fctr=.175495
Sep 3, 2009
21.2 months
$264,188.91
Commencement: Sep 3, 2009
5241,683.33
$1,263,706.67
51,270,018.39
Closing Date: Sep 3, 2009
2
5264,188.91
Pmt
Total Payment
Due
Interest
Payment Due
Principal
p'
Payment Due
After Payment
Principal
Balance
After Payment
Termination
Value
Payment Due
Date
$0.00
$0.00
51,505,390.00
Sep 3, 2009
1
$264,188.91
522,505.58
5241,683.33
$1,263,706.67
51,270,018.39
Mar 3, 2010
2
5264,188.91
518,892.41
$245,296.50
51,018,410.17
$1,022,657.22
Sep 3, 2010
3
5264,188.91
515,225.23
$248,963.68
5769,446.49
5772,018.51
Mar 3, 2011
4
$264,188.91
511,503.23
5252,685.69
5516,760.80
$518,058.85
Sep 3, 2011
5
8264,188.91
57,725.57
$256,463.34
5260,297.46
5260,734.21
Mar 3, 2012
6
5264,188.9I
53,891.45
5260,297.47
50.00
51.00
Sep 3, 2012
By
Its'
Date:
INCUMBENCY CERTIFICATE
I> , do hereby certify that I ani the duly elected or
appointed and acting Secretary/Clerk of City of Round Rock , a political subdivision or agency duly
organized and existing under the laws of the State of Texas that I have custody of the records of such
entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of such entity holding the offices set forth opposite their respective names. I further certify
that (I) the signatures set opposite their respective names and titles are their true and authentic
signatures and (II) such officers have the authority on behalf of such entity to enter into that certain
Governmental Lease -Purchase Agreement dated September 3, 2009 and Supplement thereto between
such entity and Wells Fargo Brokerage Services, LLC (Lessor).
NAME
TITLE SIGNATURE
IN WITNESS WHEREOF, I have duly executed this certificate this day of
, 2009.
SECRETARY/CLERK
Sheets & Crossfield, P.C.
ATTORNEYS AT LAW
309 East Main Street • Round Rock, TX 78664-5246
phone 512-255-8877 • fax 512-255-8986
August 27, 2009
Wells Fargo Brokerage Services, LLC
Public Finance Division
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
Re: Governmental Lease -Purchase Agreement dated September 3, 2009 by
and between the CITY OF ROUND ROCK, TEXAS ("Lessee") and
WELLS FARGO BROKERAGE SERVICES, LLC ("Lessor")
Dear Sir or Madam:
As counsel for the City of Round Rock ("Lessee"), I have examined the
Governmental Lease -Purchase Agreement and Supplement dated September 3, 2009 (the
"Lease") between Lessee and Wells Fargo Brokerage Services, LLC ("Lessor"), and such
other documents, instruments and records as I have considered relevant for purposes of this
opinion. Based upon such examination, and such research and investigation as I deemed
necessary, I am of the opinion that:
1. Lessee is a political subdivision or agency of the State of Texas, and is duly
organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into the
Lease and the Escrow Agreement, and to carry out its obligations thereunder and the
transactions contemplated thereby.
3. The Lease has been duly authorized, approved, executed and delivered by
and on behalf of Lessee and, assuming the due and proper authorization, execution and
delivery thereof by the Lessor, constitutes a legal, valid and binding obligation of Lessee
enforceable in accordance with its terms, except as enforcement thereof may be limited by
state and federal laws affecting remedies and by bankruptcy, insolvency, reorganization and
other similar laws of general application relating to or affecting the enforcement of
creditors' rights.
4. The authorization, approval and execution of the Lease and all other
proceedings of Lessee relating to the transactions contemplated thereby have been
performed in accordance with all applicable open meeting, public records, public bidding
and all other laws, rules and regulations of the State.
5. The execution of the Lease and the appropriation of monies to pay the rent
payments coining due thereunder do not result in the violation of any constitutional,
statutory or other limitation relating to the manner, form or amount of indebtedness which
may be incurred by Lessee.
00168625/jkg
6. There is no litigation, action, suit or proceeding pending or before any court,
administrative agency, arbitrator or governmental body that challenges the organization or
existence of Lessee; the authority of Lessee or its officers or its employees to enter into the
Lease; the proper authorization, approval and/or execution of the Lease, Exhibits thereto,
and other documents contemplated thereby; the appropriation of monies to make rent
payments under the Lease for the current fiscal year of Lessee; or the ability of Lessee
otherwise to perform its obligations under the Lease and the transactions contemplated
thereby.
7. Resolution No. of the governing body of
Lessee was duly and validly adopted by such governing body on August 27, 2009, and such
resolution has not been amended, modified, supplemented or repealed and remains in full
force and effect.
This opinion may be relied upon by the addressee hereof and its successors and
assignees of interests in the Lease, but only with regard to matters specifically set forth
herein.
Very truly yours,
Stephan L. Sheets, City Attorney
Wells Fargo Brokerage Services, LLC,
MAC: C7300-011
1740 Broadway
Denver, Colorado 80274
Certificate of
Insurance
Coverage is provided for the following Named Insured:
Name of Insured
City of Round Rock
Street Address
221 East Main Street
cityistare
Round Rock, Texas
Zip
78664
DETAILED DESCRIPTION AND LOCATION OF EQUIPMENT COVERED
Proceeds will be used for various police and fire vehicles as well as related equipment , for lease no. L003802
DESCRIPTION OF COMPREHENSIVE GENERAL LIABILITY INSURANCE
Insurance Company (not agency) Policy number Effective date Expiration date
BODILY INJURY LIABILITY
Single Claim / Each occurrence
$500,000.00
PROPERTY DAMAGE LIA131 L1TY
Aggregate
Each occurrence
Aggregate
Wells Fargo Brokerage Services, LLC, its successors and assigns, is endorsed as an Additional Insured on the Comprehensive General
Liability insurance described above: X Yes No
DESCRIPTION OF PHYSICAL DAMAGE INSURANCE
Insurance Company
Policy number
Effective date
Expiration date
The Physical Damage Insurance issued in the amount of $1,505,390.00 consists of:
Fire and Extended Coverage including Vandalism, Malicious Mischief and Theft
All Risk Insurance with the following exceptions:
Wells Fargo Brokerage Services, LLC, is successors and assigns, is endorsed as Loss Payee on the Physical Damage Insurance
described above: X Yes No
The Policy, as to the interest of Loss Payee, shall not be invalidated by any act of omission or commission or neglect or misconduct
of the Named Insured at any time, not by any foreclosure or other proceeding or notice of sale relating to the insured property, not by any
change in the title or ownership thereof or the occupation of the premises for purposes more hazardous than are permitted by the Policy,
provided, that in case the Named Insured shall fail to pay any premium due under the Policy, Loss Payee may, at its option, pay such
premium.
The Policy may be canceled at any time by either Insurer or Named Insured according to its provisions, but in any such case the
Policy shall continue in full force and effect for the exclusive benefit of Loss Payee for ten days after written notice to Loss Payee of such
cancellation and shall then cease.
Lease No. L003802
Agency name
Street Address
Signature of Agent
City
State
Zip
Agent telephone number
Date
DELIVERY AND ACCEPTANCE CERTIFICATE
TO: WELLS FARGO BROKERAGE SERVICES, LLC
RE: GOVERNMENTAL LEASE -PURCHASE AGREEMENT DATED SEPTEMBER 3, 2009 AND
SUPPLEMENT DATED SEPTEMBER 3, 2009
FOR: PROCEEDS WILL BE USED FOR VARIOUS POLICE AND FIRE VEHICLES AS WELL AS
RELATED EQUIPMENT
I am duly qualified and acting as the officer identified below of City of Round Rock (Lessee); and,
with respect to the Governmental Lease -Purchase Agreement dated September 3, 2009 and Supplement
thereto dated September 3, 2009 (the Lease), by and between Lessee and Wells Fargo Brokerage Services,
LLC (Lessor, that:
1. The equipment described in the Lease (the Equipment) has been delivered and installed in
accordance with Lessee's specifications and has been accepted by Lessee as of the Acceptance Date shown
on the Supplement.
2. The rent payments provided for in such Supplement or Exhibit A thereto shall commence and be
due and payable on March 3, 2010 and the 3rd of each September and March thereafter, in the amounts
shown thereon.
3. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient
to pay all rent payments required to be paid under the Lease during the current fiscal year of Lessee, and
such moneys will be applied in payment of all rent payments due and payable during such current fiscal year.
4. Lessee is exempt from all personal property taxes, and is exempt from [subject to] sales and/or
use taxes with respect to the Equipment and the rent payments.
5. During the Lease term the Equipment will be used by Lessee to perform essential governmental
functions. Such functions are:
6. There is no litigation, action, suit or proceeding pending or before any court, administrative
agency, arbitrator or govermnental body, that challenges the organization or existence of Lessee; the
authority of Lessee or its officers or its employees to enter into the Lease; the proper authorization, approval
and execution of the Lease and other documents contemplated thereby; the appropriation of moneys, or any
other action taken by Lessee to provide moneys, sufficient to make rent payments coming due under the
Lease in Lessee's current fiscal year; or the ability of Lessee otherwise to perform its obligations under the
Lease and the transactions contemplated thereby.
Dated: , 2009
City of Round Rock, Texas
By:
Its:
UCC FINANCING STATEMENT
Follow Instructions (front and back) Carefully
A. NAME & PHONE OF CONTACT (optional)
11. SEND ACKNOWLEDGEMENT TO: (Name and Address)
[
Wells Fargo Brokerage Services, LLC
Attn: Michelle Trujillo
1740 Broadway — MAC C7300 -01I
Denver, Colorado 80274
1. DEBTOR'S EXACT FULL LEGAL NAME: loin only
ABOVE SPACE FOR FILING OFFICE USE ONLY
OR
.............. .,...,..,.,,....m,.
Ia. ORGANIZATION'S NAME
City of Round Rock
Ib. INDIVIDUAL'S LAST NAME
FIRSTNAME
MIDDLE NAME
SUFFIX
Ic. MA
221 East
LINO ADDRESS
Main Street
CITY
Round Rock
STATE
TX
POSTAL CODE
78664
COUNTRY
USA
Id. TAX ID II: SSN OR EIN
(OPTIONAL: NOT REQUIRED)
ADDITION
AMYL INFO RE
ORGANIZATION
DEBTOR
Ie. TYPE OF
ORGANIZATION
City
If. JURIDDICTION OF ORGANIZATION
Texas
I. ORGANIZATIONAL
ID It Harty
:r NONE
❑ NONE
r1L DEBTORSFULL r.EGAL NAh1E—Inxn only off{debtor name(2a or 2b)— do not abbreviate or combine names
OR
2a. ORGANIZATION'S NAME
3b. INDIVIDUAL'S LAST NAME
26. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLENAhfE
SUFFIX
CITY
Denver
2c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
2d. TAX ID $: SSN OR EIN
(OPTIONAL: NOT REQUIRED)
ADD'I. INFO RE
ORGANIZATION
DEBTOR
2e. TYPE OF
ORGANIZATION
2E JURIDDICTION OF ORGANIZATION
2g. ORGANIZATIONAL ID II, If any
❑ NONE
3. SECURED PARTY'S NAME (or NAME of TOTAI. ASSIGNEE of ASCimmnr cram _ o........,......._..-... __-.. ____ Ps- __,i.
OR
38. ORGANIZATION'S NAME
Wells Fargo Brokerage Services, LLC
3b. INDIVIDUAL'S LAST NAME
FIRSTNAME
MIDDLENAME
SUFFIX
3c. MAILING ADDRESS
1740 Broadway, MAC C7300-011
4 Th' FINANCING STA
CITY
Denver
STATE
CO
POSTAL CODE
80274
COUNTRY
USA
u TEh1ENT •Uvea the following collateral:
L003802
Various police and fire vehicles as well as related equipment
S. ALTERNATIVEDESIC,NATION Of applicable): DLESSEE/LESSOR 0 CONS GNEE/CONSIGNOR ESBAILOR U SELLER/BUYER O AO LIEN 0 NON -UCC FIDNG
6. ❑ This FINANCING STATEMENT is to be flied (for record) in the REAL
ESTATE RECORDS
7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) (Optional)
❑ All Debtors 0 Debtor 1 0 Debtor 2
B. OPTIONAL FILER REFERENCE DATA
NATIONAL UCC FINANCING STATEMENT (FORM UCC I) (REV. 07/1 /01
8038 G
rams -
Information Return for Tax -Exempt Governmental Obligations
(Ren. November 2000) Under Internal Revenue Code section 149(e)
Department
oflh0Trtawry See separate instructions.
Intemai R<veoueSeni a Caution: Use Form 8038 -GC if the issue price of the issue is under 5100,000.
Part I Reporting Authority If Amended Return, check here ► 0
OMB No. 15/50720
1 issuers name
City of Round Rock
2 Issuer's employer identification number
74-6017485
3 Number and street (or P.O. box if mail is not delivered to street address)
221 East Main Street
Room/suite
4. Report number
G-
5 City, town, or post office, state and ZIP code
Round Rock, Texas 78664
6 Date of Issue
September 3, 2009
7 Name ofissue
Governmental Lease Purchase Agreement
8 CUSIP Number
N/A
9 Name and title of officer or legal representative whom the IRS may call for more
Information
Howard Baker
10 Telephone number of officer or legal
representative
512-218-5455
art II Type of Issue (check applicable box(es) and enter the Issue price) See instructions and attach schedule
11 ❑ Education
12 0 Health and hospital
13 0 Transportation
14 ® Public safety
15 0 Environment (including sewage bolds)
16 0 Housing
17 ❑ Utilities
18 0 Other. Describe
19 If obligations are 'I'ANs or RANs, check box Ion ❑ If obligations are BANS, check box lin 0
20 If obligations are in the form of a lease or installment sale, check box lin ❑
11
12
13
14
$1,505,390.00
15
16
17
18
ran 111 uescriptlon of vbitgations. (Complete for the entire issue for which this form is being filed )
(a) Final maturity date
(b) issue price
(c) Sued redemption psice at
nubility
(dl Weighted avow
maturity
(e) Yield
21
September 3, 2012
$1,505,390.00
1.77
rant IV Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire Issue (enter amount from Inc 21, column (bi)
24 Proceeds used for bond issuance costs (lncludi g mndenudters' discount)
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required rescue or replacement fund
27 Proceeds used to currently rehmd prior issues
N/A
22
23
24
25
26
27
28 Proceeds used to adswnce refund prior issues
29 Total (add Tines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
Part V 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
32 Enter the remaining weighted average maturity of the bonds to be advance refunded
33 Enter the last date on which the refunded bonds will be called
34 Enter the date(s) the refunded bonds were Issued
28
29
30
Sen
N/A
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(6)(5)
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract
37 Pooled financings: a Proceeds of this issue that are to he used to Blake loans to other governmental milts 37a
37 b Hillis issue is a loan node from the proceeds of another tax-exempt issue, check box 0 and enter the name of the b issuer
nnd the date of the issue
38 If the issuer has designated the issue under section 265(bx3)(13)(1)(111) (small issuer exception), check box
39 lithe issuer has elected to pay a penally in lieu of arbitrage rebate, check box 0
39 lithe issuer has Identified a hedge, cheek box I. 0
P1enhe Under penalties of perjury, I declare that 1 have examined the return and accompanying schedules and statements, and to the best of my knowledge and belief,
Sign They are true, correct, and coneplele.
Here
35
36a
lin Signature of Issuer's authorized representative Date Type or print name and tide
Cat. No.637735 Form 80384 (Rev. 11.2000)
BID TABULATION SOLICITATION NUMBER 09-022
LEASE PURCHASE FINANCING
Frost Leasing
Wells Fargo Brokerage Services, LLC
First Southwest Leasing Company
De Lage Landen Financial Services
Municipal Services Group, Inc.
One Source Financial'
2.65%****
2.99%
3.25%
3.79%
3.99%
4.25%
* * * * Additional requirements made this bid unacceptable
WPLLS
FARGO
Wells Fargo Brokerage Services, LLC
Wells Fargo Brokerage Services, LLC
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
1-800-444-4823 Ext. 6409
August 12, 2009
Howard Baker
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Dear Mr. Baker:
Enclosed please find documentation for the Governmental Lease -Purchase Agreement transaction with
City of Round Rock . Please have each of the documents completed and signed as indicated and
returned to the following address at your earliest convenience: Wells Fargo Brokerage Services, LLC,
Public Finance Division, 1740 Broadway, MAC C7300-011, Denver, Colorado 80274, Attn: Michelle
Trujillo. Please note that the documents are dated September 3, 2009, and all documents must be
returned to WFBS before that date.
Resolution or Ordinance: An executed copy of the Resolution, Ordinance or Minutes from the
Borrower authorizing the expenditure must be included with the closing documents.
1. Governmental Lease -Purchase Agreement and Supplement: To be reviewed and signed by
an authorized officer of the Lessee.
2. Exhibit "A" (Payment Schedule): To be reviewed and signed by an authorized officer of the
Lessee.
3. Incumbency Certificate: To be completed and signed by the Clerk of the Lessee. The
signatures of any officers signing the lease documents need to be included in the middle section of this
form.
4. Lessee's Attorney's Opinion Letter: Please forward this form along with the lease
documentation to the Lessee's attorney. If the attorney drafts his or her own letter, it is subject to our
review.
5. Certificate of Insurance: To be completed by the Lessee's insurance agent listing Wells Fargo
Brokerage Services, LLC as additional insured and loss payee on the leased equipment. Please have
your insurance agency provide us with an updated Certificate on an annual basis until the lease is
paid off.
6. Delivery & Acceptance Certificate: This should be filled and signed and dated by an
authorized officer of the Lessee.
7. UCC -1 Financing Statement: This document does not require a signature.
1
8. Form 8038GC (or G): Please (verify or) complete the Employer's Identification Number and
sign at the bottom of the form. We will file this form with the IRS on behalf of the Lessee after the
transaction has been closed.
9. Advance Payment Notice: Please forward this form along with a check in the amount
indicated.
Also, in order to approve payment to the vendor(s) when delivery is completed, we will need to have
invoices(s), originals or copies, for this equipment on file.
Please have Wells Fargo Brokerage Services, LLC; Public Finance, 1740 Broadway, MAC C7300-011,
Denver, Colorado 80274 named as lienholder (first secured party) on vehicle titles and then forward the
titles to our office.
Please contact me at (303) 863-5379 if you have any questions on the enclosed documents. Thank you
in advance for your immediate attention to this matter.
Sincerely,
Michelle Trujillo
Public Finance Analyst
Enclosures
2
DATE: August 19, 2009
SUBJECT: City Council Meeting — August 27, 2009
ITEM: 9G1. Consider a resolution authorizing the Mayor to execute a Governmental Lease -
Purchase Agreement and related documents with Wells Fargo Brokerage
Services, LLC relating to the purchase of police and fire vehicles and equipment.
Department:
Staff Person:
Justification:
Finance
Cheryl Delaney, Finance Director
Each year the City acquires a portion of its heavy equipment and rolling stock through a tax-exempt
leasing program. The financing program for the current year totals $1,505,390.00, financed at an
effective interest rate of 2.99%, with a three year amortization and is outlined in the operating budget.
The first year repayment is included in the proposed operating budget.
Funding:
Cost: Interest costs at 2.99% ($79,743.47 total interest)
Source of funds: General Debt Service
Outside Resources:
Background Information:
With a three year payback, the impact on any one operating budget is minimized. Additionally, the tax-
exempt lease rates offer a very favorable cost of capital to the City. This program permits scheduled
replacement of worn equipment on a revolving basis.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
GOVERNMENTAL LEASE -PURCHASE
AGREEMENT
Name and Address of Lessee:
City of Round Rock .
221 East Main Street
Round Rock, Texas 78664
Lessor:
Wells Fargo Brokerage Services, LLC
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property
described in the Supplement attached to this Lease and hereby made a part hereof (collectively the "Lease") upon the terms
and conditions set forth in this Lease (such property together with all replacements, repairs and additions incorporated
therein or affixed thereto being referred to herein as "Equipment" ). The execution by Lessee of this Lease shall evidence a
determination by the Lessee that the Equipment is essential to its proper, efficient and economic operation, that Lessee
desires to enter into this Lease for the acquisition of that Equipment under the terms hereof, that the Equipment is necessary
for the governmental functions of Lessee, and that Lessor is neither the manufacturer nor a dealer or merchant of said
Equipment, but has agreed to provide the funding for and on behalf of Lessee for the acquisition of said Equipment under the
terms hereof at the specific request of Lessee.
2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and delivering to
Lessor a Delivery and Acceptance Certificate (herein so called) in the form to be provided by Lessor.
3. TERM. The term of this Lease shall begin the date the Equipment is accepted by Lessee (the "Acceptance Date") and shall
continue unless earlier terminated as provided herein. The Acceptance Date shall be recorded on the Supplement.
4. RENT. Lessee shall pay as rent for the full term of this Lease the amount shown in the Supplement as Total Rent, and a
portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A" attached to the Supplement
sets forth the interest component of each rent payment during the term. The Total Rent shall be payable in installments each
in the amount of the basic rental payment set forth in Exhibit A to the Supplement plus any applicable sales and use tax
thereon.
Lessee reasonably believes that funds can be obtained sufficient to make all rent payments during the term of the Lease and
hereby covenants that the officer of Lessee responsible for budget preparation shall request the required appropriation for
each fiscal year during the terns of this Lease from the governing body of Lessee and exhaust all available administrative
reviews and appeals in the event such portion Utile budget is not approved.
5. TAX LEVY. A Special Interest and Sinking Fund (the "interest and Sinking Fund") is hereby created soly for the benefit
of the Agreement, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository
bank of the City. The Interest and Sinking Funds shall be kept separate and apart from all other funds and accounts of the
City, and shall be used only for paying the interest on, and principal of, the Agreement. All ad valorem taxes levied and
collected for and on account of the Agreement shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while the agreement or interest thereon are outstanding and unpaid, the governing body of the City shall
compute and ascertain a rate and amount of Ad Valorem tax money required to pay the interest on theAgreement as such
interest become due, and to provide and maintain a sinking fund adequate to pay the principal of the Agreement as such
principal comes due (but never less than 2% each year), and said tax shall be based on the latest approved tax rolls of Lessee,
with full allowance made for tax delinquencies and the cost of tax collection.
6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in
effect or any part of Lessee's obligations to Lessor remain unfulfilled, shall continue to represent and warrant, that:
(a) Lessee is a state, a possession of the United States, the District of Columbia, or a political subdivision of any of
the foregoing. If Lessee is incorporated, it is duly organized and existing under the constitution and laws of its jurisdiction of
incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in
full force and effect.
(b) Lessee has been duly authorized by the constitution and laws of the applicable jurisdiction and by a resolution of
its governing body (which resolution, if requested by Lessor, is attached hereto) to execute and deliver this Lease and to
cavy out its obligations hereunder.
(c) All requirements have been met, and procedures have occurred in order to ensure the enforceability of this
Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions
contemplated by this Lease.
(d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or
proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or
business of any person or entity other than Lessee.
(e) This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance
with the terms hereof.
(f) Lessee will take no action that would cause the interest portion of the rent payments to become includible in
gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and
Treasury Regulations promulgated thereunder (the Regulations), and Lessee will take and will cause its officers, employees
and agents to take all affirmative actions legally within its power necessary to ensure that the interest portion of the rent
payments does not become includible in gross income of the recipient for federal income tax purposes under the Code and
Regulations.
7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgment and disclaims
any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH
RESPECT TO THE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY
FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the
Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item
of Equipment for any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to
the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor.
8. TITLE Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee; provided,
however, that (i) upon the occurrence of an Event of Default, as that term is defined in Section 20 hereof, (ii) in the event
that the purchase option has not been exercised prior to the expiration date thereof, or (iii) in the event this Lease is
terminated by Lessee pursuant to the provisions hereof, title will immediately vest in Lessor or its assignee. For as long as
title to the Equipment is in Lessee, Lessee at its expense shall protect and defend the title and keep it free of all claims and
liens other than the rights of Lessee hereunder and claims and liens created by or arising through Lessor. The Equipment
shall remain personal property regardless of its attachment to realty, and Lessee agrees to take such action at its expense as
may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to
realty.
9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's obligations
hereunder, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions,
attachments, repairs, replacements and modifications thereto or therefor, including all after-acquired equipment of Lessee,
and on any proceeds therefrom. Lessor is hereby authorized to file financing statements to perfect such security interest in
accordance with the Uniform Commercial Code. Lessee agrees to execute or deliver such additional documents, including,
without limitation, financing statements, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor,
which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the
confirmation or perfection of this Lease and Lessor's rights hereunder.
2
10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall
promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafter
imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however,
any taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file at its expense all tax
returns relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the
applicable taxing jurisdiction.
11. LESSEE NEGLIGENCE. Lessee assumes ail risks and liabilities, whether or not covered by insurance, for loss or
damage to the Equipment and for injury to or death of any person or damage to any property, whether such injury or death be
with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property
or the property of others, which is proximately caused by the negligent conduct of Lessee, its officers, employees and agents.
Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, Iosses, damages,
penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed
on, incurred by or asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding based in whole
or in part upon the negligent conduct of Lessee, its officers, employees and agents, to the maximum extent permitted by law.
12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise
encumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove
the Equipment from its location referred to above. Lessor may assign its interest in this Lease and sell or grant a security
interest in all or any part of the Equipment without Lessee's consent. Lessee hereby appoints Lessor as Lessee's agent for
purposes of maintaining a written record of all such assignments.
13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours.
14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will
maintain the Equipment in good repair, condition and working order and will furnish all parts and services required
therefore, all at its expense. All such parts when furnished shall immediately become part of the Equipment for all purposes
hereof.
15. LOSS OR DAMAGE. In the event any item of Equipment shall become Iost, stolen, destroyed, damaged beyond repair
or rendered permanently unfit for use for any reason, or in the event of condemnation or seizure of any item of Equipment,
Lessee shall promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with respect to
such item due but unpaid at the date of such payment plus (b) the amount stated in the Supplement or Exhibit A thereto as
the Termination Balance. Upon payment of such amount to Lessor, such item shall become the property of Lessee, Lessor
will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and interest therein, the rent with respect to
such item shall terminate, and the basic rental payments on the remaining items shall be reduced accordingly. Lessee shall
pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be credited to
Lessee's obligation under this Section and Lessee shall be entitled to any surplus.
16. INSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment at its own expense (a) liability
insurance against liability for bodily injury and property damage with a minimum limit of $500,000 combined single limit
and (b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full
replacement value of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance
whichever is greater. Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies
to Lessee in at least the minimum amounts required herein, naming Lessor as an additional insured thereunder for the
liability coverage and as loss payee for the property damage coverage. Each such policy shall be in such form and with such
insurers as may be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at least 10 days
prior written notice of any alteration in the terms of such policy or the cancellation thereof, and a clause specifying that no
action or misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence of
or to examine any such policy or to advise Lessee in the event any such policy shall not comply with the requirement thereof.
17. RETURN OF THE EQUIPMENT. Upon the termination of this Lease pursuant to Section 21 hereof, Lessee will
immediately deliver the Equipment to Lessor in the same condition as when delivered to Lessee, ordinary wear and tear
excepted, at such location within the continental United States as Lessor shall designate. Lessee shall pay all transportation
and other expenses relating to such delivery.
3
18. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further documents and take such
further action as Lessor may request in order to more effectively carry out the intent and purpose of this Lease. Lessee shall
furnish Lessor, within seven (7) days of availability, a copy of Lessee's audited financial statements. In the event that Lessee
does not regularly obtain audited financial statements, Lessee shall provide to Lessor, within seven (7) days of availability,
copies of Lessee's annual balance sheet and income statement.
19. LATE CHARGES. If any installment of basic rent is not paid when due or within 10 days thereafter, Lessor may impose
a late charge of up to 5% of the amount of the installment but in any event not more than permitted by applicable law. Rent
payments thereafter received shall be applied first to delinquent installments and then to current installments.
20. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder: (a) Lessee shall fail to pay
when due any installment on basic rent; (b) Lessee shall fail to observe or perform any other agreement to be observed or
performed by Lessee hereunder and the continuance thereof for 10 calendar days following written notice thereof by Lessor
to Lessee; (c) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have
been false or misleading in any material respect; or (d) Lessee shall voluntarily file, or have filed against it involuntarily, a
petition for liquidation, reorganization, adjustment of debt, or similar relief under the federal or state bankruptcy code or any
other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of
it or all of a substantial part of its assets.
21. REMEDIES. Whenever any event of default referred to in Section 20 hereof shall have happened and be continuing with
respect to the Equipment, Lessor shall have the right, at its option and without any further demand or notice, to take one or
any combination of the following remedial steps:
(a) Lessor, with or without terminating this Lease may declare all rent payments due or to become due
during the fiscal year in effect when the default occurs to be immediately due and payable by Lessee, whereupon
such rent payments shall be immediately due and payable.
(b) Lessor, with or without terminating this Lease, may repossess the Equipment by giving Lessee written
notice to deliver the Equipment to Lessor, whereupon Lessee shall do so in the manner provided in Section 17; or in
the event Lessee fails to do so within 10 days after receipt of such notice, Lessor may enter upon Lessee's premises
where the Equipment is kept and take possession of the Equipment and charge Lessee for costs incurred in
respossessing the Equipment, including reasonable attorneys' fees. Lessee hereby expressly waives any damages
occasioned by such repossession. If the Equipment or any portion of it has been destroyed or damaged beyond
repair, Lessee shall pay the applicable Termination Balance of the Equipment, as set forth in the Supplement or
Exhibit A thereto (less credit for proceeds of insurance remaining after subtraction of Lessor's costs with respect to
the collection thereof), to Lessor. Notwithstanding the fact that Lessor has taken possession of the Equipment,
Lessee shall continue to be responsible for the rent payments due during the fiscal year then in effect. If this Lease
has not been terminated, Lessor shall return the Equipment to Lessee at Lessee's expense when the event of default
is cured.
(c) If Lessor terminates this Lease and takes possession of the Equipment, Lessor shall within 30 days
thereafter use its best efforts to sell the Equipment or any portion thereof in a commercially reasonable manner at
public or private sale in accordance with applicable state laws. Lessor shall apply the proceeds of such sale to pay
the following items in the following order: (i) all costs incurred in securing possession of the Equipment; (ii) all
expenses incurred in completing the sale; (iii) the applicable Termination Balance of the Equipment; and (iv) the
balance of any rent payments owed by Lessee during the fiscal year then in effect. Any sale proceeds remaining
after the requirements of clauses (1), (ii), (iii) and (iv) have been met may be retained by Lessee.
(d) If the proceeds of sale of the Equipment are not sufficient to pay the balance of any rent payments
owned by Lessee during the fiscal year then in effect, Lessor may take any other remedy available at Iaw or in
equity to require Lessee to perform any of its obligations hereunder.
22. NOTICES. Any written notice hereunder to Lessee shall be deemed to have been given when delivered personally or
deposited in the United States mails, postage prepaid, addressed to Lessee at its address set forth above or at such other
address as may be last known to Lessor.
4
23. PREPAYMENT. This Lease may be prepaid in whole, but not in part, and on any regular payment date with 45 days
written notice to Lessor, upon payment of all rent payments then due, plus the amount set forth as Termination Value on the
Supplement or any exhibit thereto.
24. SURVIVAL. Lessee's obligations under Section 10 shall survive termination of this Lease.
25. MISCELLANEOUS. Any provision of this Lease which is unenforceable in any jurisdiction shall, as to jurisdiction, be
ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Lease, and any such
unenforceability in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall
in all respects be governed by, and construed in accordance with, the substantive laws of the state in which the Lessee is
located.
Dated: September 3, 2009
Lessee: City of Round Rock, Texas
Lessor: Wells Fargo Brokerage Services, LLC
By:
By:
Its: OfAty
5
Its: • Vice President
Wells Fargo Brokerage Services, LLC
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
SUPPLEMENT TO GOVERNMENTAL
LEASE -PURCHASE AGREEMENT
Name and address of Lessee:
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Lease No.: L003802
This is the Supplement to the Governmental Lease -Purchase Agreement dated September 3, 2009, between Lessor and Lessee.
Pursuant to the Governmental Lease -Purchase Agreement and this Supplement, Lessor is leasing to Lessee, and Lessee is
leasing from Lessor, the Equipment described below.
EQUIPMENT
Quantity
VIN or Serial Number
Proceeds will be used for various police and fire
vehicles as well as related equipment
Location of Equipment (if different from Lessee's address)
SCHEDULE OF RENT PAYMENTS
Basic Rental
Payments
$264,188.91
Number Of
Payments
6
Advance
Payments
-0-
Acceptance Date: September 3, 2009
Term in months
36
Interest Rate
2.99%
First Payment
Due
March 3, 2010
Final Purchase
Option Price
51.00
Rental payment period
Semi-annual
FINANCE AMOUNT: $1,505,390.00
TOTAL RENT: $1,585,133.46
tional Provisions:
LESSOR: Wells Fargo Brokerage Services, LLC
By:
Its: -..___ lice President
Date: September 3, 2009
LESSEE:
By:
Its: M
Date: Se -P=111=-1-2009 kk!/5t 21) 26 -al
City of Round Rock, Texas
City of Rowed Rock
Exhibit A
Costs Funded Payment Rate
$1,505,390.00 2.99%
6 Payments
2 per year
2.990% Rate
Level Payment
$264,188.91
Fctr=.175495
Closing Fees
$0.00
Average Life
1.77 years
21.2 months
After Payment
Termination
Value
Commencement: Sep 3, 2009
Closing Date: Sep 3, 2009
Pmt
Total Payment
Due
Interest
Payment Due
Principal
p
Payment Due
After Payment
Principal
Balance
After Payment
Termination
Value
Payment Due
Date
50.00
50.00
$1,505,390.00
Sep 3, 2009
1
5264,188.91
522,505.58
$241,683.33
$1,263,706.67
$1,270,018.39
Mar 3, 2010
2
$264,188.91
518,892.41
$245,296.50
$1,018,410.17
$1,022,657.22
Sep 3, 2010
3
$264,188.91
$15,225.23
$248,963.68
$769,446.49
$772,018.51
Mar 3, 2011
4
$264,188.91
$11,503.23
$252,685.69
$516,760.80
$518,058.85
Sep 3, 2011
5
$264,188.91
57,725.57
$256,463.34
$260,297.46
$260,734.21
Mar 3, 2012
6
5264,188.91
$3,891.45
5260,297.47
_ $0.00
$1.00
Sep 3, 2012
By.
Its.
Date:
(Je
faCtNyry.
51- 171-17fritl
INCUMBENCY CERTIFICATE
1, E t.14k. L. \Afi'i 14 t , do hereby certify that 1 am the duly elected or
appointed and acting Secretary/Clerk of City of Round Rock , a political subdivision or agency duly
organized and existing under the laws of the State of Texas that I have custody of the records of such
entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of such entity holding the offices set forth opposite their respective names. I further certify
that (1) the signatures set opposite their respective names and titles are their true and authentic
signatures and (11) such officers have the authority on behalf of such entity to enter into that certain
Governmental Lease -Purchase Agreement dated September 3, 2009 and Supplement thereto between
such entity and Wells Fargo Brokerage Services, LLC (Lessor).
NAME
TITLE SIGNAT RE
_/ .ii • i4111
mayor
i
Jo C 1 prov'cj fr^ 4
\11-2 ds/14,1/4 a.. P
Ce 1142y
IN WITNESS WHEREOF, I have duly executed this certificate this �� 2009. day of
s$70A44/
L.
SECRETARY/CLERK
Sheets & Crossfield, P.C.
ATTORNEYS AT LAW
309 East Main Street • Round Rock, TX 78664-5246
phone 512-255-8877 • fax 512-255-8986
August 27, 2009
Wells Fargo Brokerage Services, LLC
Public Finance Division
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
Re: Governmental Lease -Purchase Agreement dated September 3, 2009 by
and between the CITY OF ROUND ROCK, TEXAS ("Lessee") and
WELLS FARGO BROKERAGE SERVICES, LLC ("Lessor")
Dear Sir or Madam:
As counsel for the City of Round Rock ("Lessee"), 1 have examined the
Governmental Lease -Purchase Agreement and Supplement dated September 3, 2009 (the
"Lease") between Lessee and Wells Fargo Brokerage Services, LLC ("Lessor"), and such
other documents, instruments and records as 1 have considered relevant for purposes of this
opinion. Based upon such examination, and such research and investigation as I deemed
necessary, 1 am of the opinion that:
1. Lessee is a political subdivision or agency of the State of Texas, and is duly
organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into the
Lease and the Escrow Agreement, and to carry out its obligations thereunder and the
transactions contemplated thereby.
3. The Lease has been duly authorized, approved, executed and delivered by
and on behalf of Lessee and, assuming the due and proper authorization, execution and
delivery thereof by the Lessor, constitutes a legal, valid and binding obligation of Lessee
enforceable in accordance with its terms, except as enforcement thereof may be limited by
state and federal laws affecting remedies and by bankruptcy, insolvency, reorganization and
other similar laws of general application relating to or affecting the enforcement of
creditors' rights.
4. The authorization, approval and execution of the Lease and all other
proceedings of Lessee relating to the transactions contemplated thereby have been
performed in accordance with all applicable open meeting, publie records, public bidding
and all other laws, rules and regulations of the State.
5. The execution of the Lease and the appropriation of monies to pay the rent
payments coming due thereunder do not result in the violation of any constitutional,
statutory or other limitation relating to the manner, form or amount of indebtedness which
may be incurred by Lessee.
00168625/jkg
6. There is no litigation, action, suit or proceeding pending or before any court,
administrative agency, arbitrator or governmental body that challenges the organization or
existence of Lessee; the authority of Lessee or its officers or its employees to enter into the
Lease; the proper authorization, approval and/or execution of the Lease, Exhibits thereto,
and other documents contemplated thereby; the appropriation of monies to make rent
payments under the Lease for the current fiscal year of Lessee; or the ability of Lessee
otherwise to perform its obligations under the Lease and the transactions contemplated
thereby.
7. Resolution No. of the governing body of
Lessee was duly and validly adopted by such governing body on August 27, 2009, and such
resolution has not been amended, modified, supplemented or repealed and remains in full
force and effect.
This opinion may be relied upon by the addressee hereof and its successors and
assignees of interests in the Lease, but only with regard to matters specifically set forth
herein.
Very 1 ly yours,
StephL. Sheets, City Attorney
08/06/09 14:56 FAX 512 491 2404 TML -IRP UNDERWRITING
ImmommC7immomon
TML
1NTRSlCOVER.NMErrrekL, RISK POOL
Certificate of Coverage
Ej 002
TML -IRP Contract Number: (3127
ny of e described coverages
Member:
Round Rock
Mr Hassan Farhat
Safety/Risk Manager
221 E Main Ave
Round Rock,Texas 78664
Company Affording Coverage:
Texas Municipal League Intergovernmental Risk Pool
PO Box 149194
Austin, TX 78714-9194
(512) 491-2300 or (800) 537-6655
Fax (512) 491-2404
Certificate Holder:
Wells Fargo Brokerage Service, LLC
Attn.: Ms. Michelle R. Trujillo, Wells Fargo Public Finance - Analyst
1000 Louisiana Street, Suite 600 (T5001-060)
Houston, Texas 77002
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,
terms, or conditions of any other contract or agreement with respect to which this certificate may be issued or may pertain, the coverage afforded by
the Texas Municipal League Intergovernmental Risk Pool (PML -IRP) described herein is subject only to the terms, exclusions and additions of TML-
IRP's coverage contracts between TML -IRP and its member(s). Coverage is continuous until canceled.
General Liability Effective Date:
Anniversary Date;
Limits of Liability (Each Occurrence);
Real & Personal Property
Limits of Coverage:
Deductible per Occurrence:
Effective Date:
Anniversary Date:
Sudden Events Involving Pollution
(Each Occurrence);
Annual Aggregate;
Mobile Equipment
Limits of Coverage:
Deductible per Occurrence:
Effective Date:
Anniversary Date:
Deductible per Occurrence:
Law Enforcement Liability Effective Date:
Anniversary Date:
Limits of Liability (Each Occurrence):
Boiler & Machinery - Broad Form
Per Accident Limit:
Deductible per Occurrence:
Effective Date:
Anniversary Date:
Annual Aggregate:
Deductible per Occurrence:
Errors and Omissions Liability Effective Date:
Anniversary Date:
Limits of Liabiiity(Each Wrongful Act):
Mortgagee
Loss Payee
Loan Number:
Yes No
Annual Aggregate:
Deductible per Occurrence:
Auto Liability Effective Date:
Anniversary Date:
Limits of Liability (Each Occurrence): $1,000,000
10/1/2008
Year/Make/Model
VIN
Value
10/1/2009
Deductible per Occurrence: $2,500
Auto Physical Damage Effective Date:
Anniversary Date:
Limlts of Liability: ACV or Agreed Value
10/1/2008
10/1/2009
as scheduled
Collision Deductible:_ 52,500
Comprehensive Deductible: 52,500
Yes No
Loss Payee: l
X
Loan Number
DESCRIPTION:
Confirmation of Coverage.
-.M....-. 1_-_-- _ _ _,_ _,
Csnce/rtion' Should a th
ecanoe{ed before the anniversary date thereof, TML -IRP 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 TML -IRP.
Authorize Representative
Date Issued
8/6/2009
X102
10/15/08
DELIVERY AND ACCEPTANCE CERTIFICATE
TO: WELLS FARGO BROKERAGE SERVICES, LLC
RE: GOVERNMENTAL LEASE -PURCHASE AGREEMENT DATED SEPTEMBER 3, 2009 AND
SUPPLEMENT DATED SEPTEMBER 3, 2009
FOR: PROCEEDS WILL BE USED FOR VARIOUS POLICE AND FIRE VEHICLES AS WELL AS
RELATED EQUIPMENT
I am duly qualified and acting as the officer identified below of City of Round Rock (Lessee); and,
with respect to the Governmental Lease -Purchase Agreement dated September 3, 2009 and Supplement
thereto dated September 3, 2009 (the Lease), by and between Lessee and Wells Fargo Brokerage Services,
LLC (Lessor, that:
I. The equipment described in the Lease (the Equipment) has been delivered and installed in
accordance with Lessee's specifications and has been accepted by Lessee as of the Acceptance Date shown
on the Supplement.
2. The rent payments provided for in such Supplement or Exhibit A thereto shall commence and be
due and payable on March 3, 2010 and the 3rd of each September and March thereafter, in the amounts
shown thereon.
3. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient
to pay all rent payments required to be paid under the Lease during the current fiscal year of Lessee, and
such moneys will be applied in payment of all rent payments due and payable during such current fiscal year.
4. Lessee is exempt from all personal property taxes, and is exempt from [subject to] sales and/or
use taxes with respect to the Equipment and the rent payments.
S. During the Lease term the Equipment will be used by Lessee to perform essential governmental
functions. Such functions are:
6. There is no litigation, action, suit or proceeding pending or before any court, administrative
agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the
authority of Lessee or its officers or its employees to enter into the Lease; the proper authorization, approval
and execution of the Lease and other documents contemplated thereby; the appropriation of moneys, or any
other action taken by Lessee to provide moneys, sufficient to make rent payments coming due under the
Lease in Lessee's current fiscal year; or the ability of Lessee otherwise to perform its obligations under the
Lease and the transactions contemplated thereby.
Dated: Vt , 2009
City of Round Rock, Texas
By:
jf )-1-1 .71, -
Its: kAPil dl/-
UCC FINANCING STATEMENT
Follow Instructions (front and back) Carefully
A. NAME & PHONE OF CONTACT (optional)
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
Wells Fargo Brokerage Services, LLC
Attn: Michelle Trujillo
1740 Broadway — MAC C7300-011
Denver, Colorado 80274
(
ABOVE SPACE FOR FILING OFFICE USE ONLY
1. DEBTOR'S EXACT FULL LEGAL NANEE. Insert •only nn debtor name (la or Ib} do t a bbre\ t•ate or com b'
OR
no me names
la. ORGANIZATION'S NAME
City of Round Rock
Ib. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
lc. MA LING ADDRESS
221 East Main Street
CITY
Round Rock
STATE
TX
POSTAI. CODE
78664
COUNTRY
USA
Id. TAX ID #: SSN OR EIN
(OPTIONAL: NOT REQUIRED)
2 ADDITInMAI DFRTR'Q Cru T
ADD'L INFO RE
ORGANIZATION
DEBIOR
T L`/'_A T ITA 1 fC
le. TYPE OF
ORGANIZATION
City
If. JURIDDICTION OF ORGANIZATION
Texas
lg. ORGANIZATIONAL ID it, If any
®NONE
In ert only one debtor name (2a or 2b) — do not abbreviate or combine names
OR
2a. ORGANIZATION'S NAME
2b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
2c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
2d. TAX ID #: SSN OR EIN
(OPTIONAL: NOT REQUIRED)
3. SPCIIRFD PARTv.c Ub\4P Inv,
ADD'l. INFO RE
ORGANIZATION
DEBTOR
AATr. fTOT
2e. TYPE OF
ORGANIZATION
T
2f.1URIDDICTION OF ORGANIZATION
2g. ORGANIZATIONAL ID #, If any
❑ NONE
o AL ASSIGNEE of ASS1G\OR S/P) — ruse rt only one secured party name (3a or 3b
OR
3a, ORGANIZATION'S NAME
Wells Fargo Brokerage Services, LLC
3b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
3c. MAILING ADDRESS
1740 Broadway, MAC C7300-011
4. This FINANCI\C: STATFASFNT rn, ..r ,i,. c i.....,.... ,...TL,.__...T.
CITY
Denver
STATE
CO
POSTAL CODE
80274
COUNTRY
USA
L003802
Various police and fire vehicles as well as related equipment
5. ALTERNATIVE DESIGNATION (if applicable)•
U LESSEE/LESSOR
0 CONSIGNEE/CONSIGNOR
L'BAILOR 0 SELLER/BUYER tl AG LIEN 0 NON -UCC FILING
6.0 This FINANCING STATEMENT is to be filed (for record) in the REAL
ESTATE RECORDS
7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) (Optional)
❑ All Debtors ❑ Debtor t 0 Debtor 2
8. OPTIONAL FILER REFERENCE DATA
NATIONAL, UCC FINANCING STATEMENT (FORM UCC I) (REV. 07/1/01
Fornt 8038-G
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
Under Internal Revenue Code section 149(e)
. See separate instructions. OMB No. 1515-0720
Caution: Use Fonn 8038 -GC if the issue price of the issue is under S100,000.
If Amended Return, check here ❑
Part I Reporting Authority
I Issuer's name
City of Round Rock
3 Number and street (or P.O. box if mail is not delivered to street address
221 East Main Street
5 City, town, or post office, state and ZIP code
Round Rock, Texas 78664
2 Issuer's employer identification number
74-6017485
Roont/suite
4. Report number
G-
7 Name of issue
Governmental Lease Purchase Agreement
9 Name and title of officer or legal representative whom the IRS may calf for more
information
Howard Baker
6 Date of Issue
September 3, 2009
8 CUSIP Number
NIA
10 Telepltone number of officer or legal
representative
512-218-5455
Part II Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 ❑ Education
12 ❑ Health and hospital
13 ❑ Transportation
14 ® Public safety
15 ❑ Environment (including selvage bonds)
16 ❑ Housing
17 ❑ Utilities
18 ❑ Other. Describe 0.
19 If obligations are TANs or RANs, check box 10. ❑ If obligations are BANs, check box 0. 0
20 If obligations are in the form of a lease or installment sale, check box Ito 0
11
12
13
14
$ 1,505,390.00
15
16
17
18
Part III Description of Obligations. (Complete far the a►sri�•e issue for
Part I 5 Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceecls used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column [bp
24 Proceeds used for bond issuance costs (including underwriters' discount)
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund
27 Proceeds used to currently refund prior issues
28 Proceeds used to advance refund prior issues
29 'Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
Part V 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
32 Enter the remaining weighted average maturity of the bonds to be advance refunded
33 Enter the last elate on which the refunded bonds will be called
34 Enter the date(s) the refunded bonds were issued
24
25
26
27
28
22
NIA
23
29
30
SNIT
N/A
1, St9fs
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract
37 Pooled financings: a Proceeds of this issue that are to be used to make Loans to other governmental units 37a
37 b If this Issue is a loan made front the proceeds of another tax-exempt issue, check box ❑ and enter the name of the b issuer
0. and the date of the issue O.___
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(I11) (small issuer exception), check box
39 lithe issuer has elected to pay a penalty in lien of arbitrage rebate, check box
35
36a
39 If the issuer has identified a hedge, check box
OD -
Under penalties of perjury, I declare that I have examined the return and accontpanying schedules and statements, and to the best of my knowledge and belief,
they areytiF, correct, and comps e.
Please
Sign
Here
100. Signature of Issuer's authorized representative Date
Acto Nic W 1'Art-
Type or print name and title
Cat. No. 63773S
Form 8038•G (Rev 11-2000)
(a) titin maturity data
(b) issue price
IT sum. 'lila tvl 111 1J
(c) Stated redemption price at
maturit
licit % ltleu.)
(d) Weighted average
maturity
(e) Yield
21
September 3, 2012
$1,505,390.00
1.77
Part I 5 Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceecls used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column [bp
24 Proceeds used for bond issuance costs (including underwriters' discount)
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund
27 Proceeds used to currently refund prior issues
28 Proceeds used to advance refund prior issues
29 'Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
Part V 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
32 Enter the remaining weighted average maturity of the bonds to be advance refunded
33 Enter the last elate on which the refunded bonds will be called
34 Enter the date(s) the refunded bonds were issued
24
25
26
27
28
22
NIA
23
29
30
SNIT
N/A
1, St9fs
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract
37 Pooled financings: a Proceeds of this issue that are to be used to make Loans to other governmental units 37a
37 b If this Issue is a loan made front the proceeds of another tax-exempt issue, check box ❑ and enter the name of the b issuer
0. and the date of the issue O.___
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(I11) (small issuer exception), check box
39 lithe issuer has elected to pay a penalty in lien of arbitrage rebate, check box
35
36a
39 If the issuer has identified a hedge, check box
OD -
Under penalties of perjury, I declare that I have examined the return and accontpanying schedules and statements, and to the best of my knowledge and belief,
they areytiF, correct, and comps e.
Please
Sign
Here
100. Signature of Issuer's authorized representative Date
Acto Nic W 1'Art-
Type or print name and title
Cat. No. 63773S
Form 8038•G (Rev 11-2000)
RESOLUTION NO. R -08-10-09-8A1
WHEREAS, the City of Round Rock, Texas (the
home -rule City of the State of Texas, and
WHEREAS, the Issuer expects to pay expenditures in connection
with acquiring certain vehicles and equipment (the "Property") prior
p r
to the issuance of obligations to finance the Property, and
WHEREAS, the Issuer finds, considers, and declares that the
reimbursement of the Issuer for the payment of such expenditures
will be appropriate and consistent with
Issuer and, as such, chooses to declare
with the provisions of Section 1.150-2
to reimburse itself for such payments
"Issuer") is a
the lawful objectives of the
its intention, in accordance
of the Treasury Regulations,
at
such time as it issues
obligations to finance the Property, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the
Issuer
I.
reasonably expects to incur debt, as one or
more separate series of various types of obligations, with an
aggregate maximum principal amount equal to $750,000 for the purpose
of paying the costs of
That all costs to
expenditures. No tax-exempt obligations will be issued by the Issuer
in furtherance of this Resolution after a date which is later
18 months after the later
or (2) the date on which
expenditures were made, is
the Property.
II.
be reimbursed pursuant hereto will be capital
0:\WDOX\RESOLUT'I\R81009A1.DOC/nnc
than
of (1) the date the expenditures are paid
the property, with respect to which such
placed in service.
III.
The foregoing notwithstanding, no tax-exempt obligation will be
issued pursuant to this Resolution more than three years after the
date any expenditure which is to be reimbursed is paid.
IV.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which
this
Resolution was adopted was posted and that such meeting was open p n to
the public as required by law at all times duringwhich
this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 9th day of October, 2008.
ATTEST:
SARA L. WHITE, City Secretary
2
)1•7
ALAN MCGRAW, Mayor
City of Round Rock, Texas
RESOLUTION NO. R -09-07-23-10E1
WHEREAS, the City of Round Rock, Texas (the "Issuer") is a
home -rule City of the State of Texas, and
WHEREAS, the Issuer expects to pay expenditures in connection
with acquiring certain vehicles and equipment (the "Property") prior
to the issuance of obligations to finance the Property, and
WHEREAS, the Issuer finds, considers, and declares that the
reimbursement of the Issuer for the payment of such expenditures
will be appropriate and consistent with the lawful objectives of the
Issuer and, as such, chooses to declare its intention, in accordance
with the provisions of Section 1.150-2 of the Treasury Regulations,
to reimburse itself for such payments at such time as it issues
obligations to finance the Property, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
I.
That the Issuer reasonably expects to incur debt, as one or
more separate series of various types of obligations, with an
aggregate maximum principal amount equal to $755,391 for the purpose
of paying the costs of the Property.
II.
That all costs to be reimbursed pursuant hereto will be capital
expenditures. No tax-exempt obligations will be issued by the Issuer
in furtherance of this Resolution after a date which is later than
18 months after the later of (1) the date the expenditures are paid
or (2) the date on which the property, with respect to which such
expenditures were made, is placed in service.
0:\wdox\SCC1nts\0112\0905\MUNICIPAL\R90723E1.DOC/rmc
m.
The foregoing notwithstanding, no tax-exempt obligation will be
issued pursuant to this Resolution more than three years after the
date any expenditure which is to be reimbursed is paid.
IV.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 23rd day of July, 2009.
ATTEST:
(Viat
SARA L. WHITE, City Secretary
2
ALAN MCGRAW, Mayor
City of Round Rock, Texas