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R-10-08-26-10A1 - 8/26/2010RESOLUTION NO. R -10-08-26-10A1 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF EQUIPMENT SCHEDULE NO. 02 TO LEASE NO. 06924 (A LIMITED GENERAL OBLIGATION MASTER LEASE AGREEMENT WITH SUNTRUST EQUIPMENT FINANCE & LEASING CORP.), AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the City of Round Rock, Texas, as Lessee, entered into a Limited General Obligation Master Lease Agreement with SunTrust Equipment Finance & Leasing Corp., as Lessor, on September 29, 2008; 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 ("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 Equipment Schedule No. 02 to the Limited General Obligation Master Lease Agreement in an amount not to exceed $1,310,569.00 (collectively the "Lease") with SunTrust Equipment Finance & Leasing Corp., 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 attached Equipment Schedule No. 2 and related documents, in the principal amount not exceeding the amount stated above for the purpose of acquiring the property (the "Equipment") described specifically in the Lease, 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 O:\wdox\SCClnts\0112\ 1005\MUNICIPAL\00200422.DOC/jkg WHEREAS, the funds made available under the Lease will be applied to the acquisition of the Equipment in accordance with such Lease; 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 Equipment Schedule No. 2 and related documents with SunTrust Equipment Finance & Leasing Corp. substantially in the forms 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 ("Authorized Representative") acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver the attached Equipment Schedule No. 2 and related documents in substantially the forms set forth in the documents presently before the Governing Body, which documents are 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 Equipment Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Schedule No. 2 are hereby authorized. Section 2. That it is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively the "Financing Documents"), in the forms set forth in the documents presently before the Governing Body and incorporated into this Resolution, are in the best interests of Lessee for the acquisition of the Equipment. Section 3. That the Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents 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 and covenant to levy and collect any and all ad valorem taxes in amounts 2 sufficient to make all Rental Payments and other obligations hereunder and to deposit the same into the Interest and Sinking Fund, are expressly approved and authorized. Lessee, and any officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The City Secretary of Lessee and any other officer of Lessee who shall have the power to do so be, and each hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 4. That the proper officers of Lessee be, and each hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this Resolution and the Financing Documents. Section 5. That the undersigned further certifies that this Resolution has not been repealed or amended and remains in full force and effect, and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the Governing Body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same. Section 6. 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. 3 RESOLVED this 26th day of August, 2010. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: 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. eii444/t-. V1.Qibim, Sara L. White, City Secretary Date Signed: ��� E- 'Z401 Zi(p 4 CITY OF ROUND ROCK INDEX TO LEGAL DOCUMENTS Limited General Obligation Master Lease Agreement No. 06924, Dated as of September 29, 2008; ON FILE Exhibit A - Equipment Schedule No. 02; Acceptance Certificate; Payment Schedule; Exhibit B-1 - Tax Agreement and Arbitrage Certificate; Exhibit C - Resolution of Governing Body; Exhibit D - Incumbency Certificate; Exhibit E - Opinion of Counsel; Exhibit F - Escrow Agreement, with its Schedule A — Intentionally omitted for this Schedule; Exhibit G-1 Confirmation of Outside Insurance; Exhibit G-2 Questionnaire for Self -Insurance to Lease and Addendum; UCC Financing Statements with attached Schedule A - Intentionally omitted for this Schedule; Form 8038-G. NBQ-ESCSTB-firmterm-CA Revenue Pledge w CBA backup.DOC/rev.08/08.dsk EXHIBIT "An EXHIBIT A EQUIPMENT SCHEDULE NO. 02 TO LEASE NO. 06924 The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as September 29, 2008 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $1,310,569.00 (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: Police Crown Victorias Light & Heavy Duty Pickups Ford Hybrid SUV Pierce Pumper Fire Apparatus Equipment for Pierce Fire Apparatus John Deere 310SJ Back Hoe Toro Groundsmaster 328-D Toro Groundsmaster 5900 Ford F550 Fire Rescue Vehicle (cab & chassis) The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide written notice to Lessor: CITY OF ROUND ROCK, Lessee VARIOUS LOCATIONS SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: By: Name: Name: Donald S. Keough Title: Title: Vice President Date: Date: Address: 221 E. Main Address: 300 East Joppa Road, 7th Floor Round Rock, TX 78664-5299 Towson, MD 21286 Telephone: 512/218-5455 Telephone: 410/307-6648 Facsimile: 512/218-7028 Facsimile: 410/307-6702 2 Lease No.: 06924 Equipment Schedule: 02 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: Police Crown Victorias Light & Heavy Duty Pickups Ford Hybrid SUV Pierce Pumper Fire Apparatus Equipment for Pierce Fire Apparatus John Deere 310SJ Back Hoe Toro Groundsmaster 328-D Toro Groundsmaster 5900 Ford F550 Fire Rescue Vehicle (cab & chassis) SEE ATTACHED INVOICES 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of_payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has structured fees, estimated revenues, appropriated (as and if applicable), and/or taken other lawful actions necessary to ensure that the Pledged Revenues and/or other legally available sources of funds are sufficient to pay all Rental Payments and other amounts required to be paid under this Lease. Such moneys will be applied in payment of all such Rental Payments due and payable. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due during the Lease Term. The obligation to make Rental Payments and pledge of Revenue Pledge are a firm term, non -cancellable and irrevocable obligations of Lessee. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. X 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY OF ROUND ROCK, Lessee By: Name: Title: Date: 3 Lease Number: 06924 Equipment Schedule: 02 PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Group shall be September 15, 2010. The Annual Interest Rate applicable to the Equipment Group shall be 2.04%. Lessor shall retain any interest accruing between the Funding Date and the date on which interest begins to accrue in accordance with the Payment Schedule more fully set forth below. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 3 years. The first Rental Payment is due on March 15, 2011 and subsequent payments are due semi-annually on like date thereafter. Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 0 09/15/10 0.00 1,310,569.00 0.00 1,323,674.69 1 03/15/11 226,291.99 212,924.19 13,367.80 1,108,621.26 2 09/15/11 226,291.99 215,096.02 11,195.97 891,374.28 3 03/15/12 226,291.99 217,290.00 9,001.99 671,911.38 4 09/15/12 226,291.99 219,506.35 6,785.64 450,209.96 5 03/15/13 226,291.99 221,745.32 4,546.67 226,247.19 6 09/15/13 226,291.99 224,007.12 2,284.87 0.00 Grand Total 1,357,751.94 1,310,569.00 47,182.94 CITY OF ROUND ROCK, Lessee By: Name: Title: Date: * After payment of Rental Payment and all other amounts due and owing on such date. EXHIBIT B-1 [Escrow] Lease Number: 06924 Equipment Schedule: 02 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF ROUND ROCK ("Lessee") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") in connection with that certain Limited General Obligation Master Lease Agreement dated as of September 29, 2008 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply $1,310,569.00 (the "Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to acquire the Equipment. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 2. Non -Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made primarily with monies retained in Lessee's Interest and Sinking Fund (or an account or subaccount therein). No other sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of fmancing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the 5 "Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Temporary Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(0 of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by [N/A]. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(0 of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six- month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; and (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee. Accordingly, the rebate requirements of Section 148(0 of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use; No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use 6 Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed -property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of September , 2010. 7 CITY OF ROUND ROCK, Lessee By: Name: Title: Date: RESOLUTION NO. R -10-08-26- A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF EQUIPMENT SCHEDULE NO. 02 TO LEASE NO. 06924 (A LIMITED GENERAL OBLIGATION MASTER LEASE AGREEMENT WITH SUNTRUST EQUIPMENT FINANCE & LEASING CORP.), AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the City of Round Rock, Texas, as Lessee, entered into a Limited General Obligation Master Lease Agreement with SunTrust Equipment Finance & Leasing Corp., as Lessor, on September 29, 2008; 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 ("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 Equipment Schedule No. 02 to the Limited General Obligation Master Lease Agreement in an amount not to exceed $1,310,569.00 (collectively the "Lease") with SunTrust Equipment Finance & Leasing Corp., 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 attached Equipment Schedule No. 2 and related documents, in the principal amount not exceeding the amount stated above for the purpose of acquiring the property (the "Equipment") described specifically in the Lease, 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 O:\wdox\SCCInts\0l 12\1005\MUNICIPAL\00200422.DOC/jkg WHEREAS, the funds made available under the Lease will be applied to the acquisition of the Equipment in accordance with such Lease; 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 Equipment Schedule No. 2 and related documents with SunTrust Equipment Finance & Leasing Corp. substantially in the forms 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 ("Authorized Representative") acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver the attached Equipment Schedule No. 2 and related documents in substantially the forms set forth in the documents presently before the Governing Body, which documents are 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 Equipment Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Schedule No. 2 are hereby authorized. Section 2. That it is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively the "Financing Documents"), in the forms set forth in the documents presently before the Governing Body and incorporated into this Resolution, are in the best interests of Lessee for the acquisition of the Equipment. Section 3. That the Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents 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 and covenant to levy and collect any and all ad valorem taxes in amounts 2 sufficient to make all Rental Payments and other obligations hereunder and to deposit the same into the Interest and Sinking Fund, are expressly approved and authorized. Lessee, and any officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The City Secretary of Lessee and any other officer of Lessee who shall have the power to do so be, and each hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 4. That the proper officers of Lessee be, and each hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this Resolution and the Financing Documents. Section 5. That the undersigned further certifies that this Resolution has not been repealed or amended and remains in full force and effect, and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the Governing Body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same. Section 6. 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. 3 RESOLVED this 26th day of August, 2010. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: 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: 4 EXHIBIT D Lease No.: 06924 Equipment Schedule: 02 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting City Secretary of CITY OF ROUND ROCK, a political subdivision 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 Master Lease Agreement dated as of September 29, 2008 between such entity and SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. NAME TITLE SIGNATURE Alan McGraw Mayor Carlos T. Salinas Mayor Pro -tem James R. Nuse, P.E. City Manager IN WITNESS WHEREOF, I have duly executed this certificate as of this day of By: Name: Sara L. White Title: City Secretary 10 Sheets 8t Crossfield, P.C. ATTORNEYS AT LAW 309 East Main Street . Round Rock, TX 78664-5246 Phone 512-255-8877 . fax 512-255-8986 September 15, 2010 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, 7th Floor Towson, Maryland 21286 Re: Master Lease Agreement dated as September 29, 2008 (the "Agreement") by and between the CITY OF ROUND ROCK, TEXAS ("Lessee") and SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") Dear Sir or Madam: We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 02 executed pursuant thereto (together with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that: 1. Lessee is a political subdivision of the State of Texas (the "State") within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, 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 to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, 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 bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization 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, the Revenue Pledge, the first position, priority pledge of principal and interest in the Interest and Sinking Fund, and the covenant to fix, charge, structure, collect, compute, ascertain, and, if applicable and to the extent permitted by law, raise or increase all available ad valorem taxes, based on the latest approved tax rolls of the Lessee, in amounts sufficient to pay all Rental Payments and to pay and perform all other obligations as may be required under this Agreement and each Lease hereunder do not and will 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. 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 and/or execution of the Lease or the documents contemplated thereby, the pledge of Pledged Revenues, the covenant to fix, charge, structure, collect, compute, ascertain, and, if applicable and to the extent permitted by law, raise or increase all available ad valorem taxes, based on the latest approved tax rolls of the Lessee, in amounts sufficient to pay all Rental Payments and to pay and perform all other obligations as may be required under this Agreement and each Lease hereunder as necessary, and the firm term, non -cancellable, and irrevocable obligations of the Lessee to make Rental Payments under the Lease, and/or or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. 7. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on , 2010 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 ,moi. Steph. L. Sheets, City Attorney your EXHIBIT G-1 Lease No.: 06924 Equipment Schedule: 02 TO: Texas Municipal League — Hassan Farhat 221 E. Main, Round Rock, TX 78664 Phone: 512-218-6643 Insert Insurance Agent Name & Address Phone Number and Fax Number Gentlemen: CITY OF ROUND ROCK has entered into a Master Lease Agreement dated as of September 29, 2008 with SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming SunTrust Equipment Finance & Leasing Corp. and/or its assigns as Loss Payee. The Coverage Required is $1,310,569.00. b. Public Liability Insurance evidenced by a Certificate of Insurance naming SunTrust Equipment Finance & Leasing Corp. and/or its assigns as Additional Insured. The following minimum coverage is required: Liability: $ 500,000.00 per person Liability - Bodily Injury: $1,000,000.00 aggregate Liability - Property Damage: $1,000,000.00 property damage liability PROPERTY: Fire Trucks, Police Cars & other Capital Equipment LOCATION: Various Locations Upon issuance of the coverage outlined above, please mail a certificate of insurance to SunTrust Equipment Finance & Leasing Corp., 300 East Joppa Road, Suite 700, Towson, MD 21286. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY OF ROUND ROCK, By: Name: Title: Date: 13 EXHIBIT G-2 Lease Number: 06924 Equipment Schedule: 02 QUESTIONNAIRE FOR SELF-INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreement"), dated as of September 29, 2008, made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self-insured for damage or destruction to the Equipment. YES NO (circle one) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ 2. Liability Insurance. a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 3A. Self Insurance Fund. a. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self-insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $ b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim. YES NO (circle one) If yes, the dollar amount of limit per claim is $ 14 3B. No Self Insurance Fund. a. If Lessee does not maintain a self-insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self-insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4. Authority. a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? 5. Certificates of Insurance. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. Attachment 15 CITY OF ROUND ROCK, Lessee By: Name: Title: Date: Telephone: 512/218-5455 Facsimile: 512/218-7028 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE NO. 02 TO MASTER LEASE AGREEMENT (LEASE NO. 06924) RELATING TO SELF-INSURANCE THIS ADDENDUM is made as of September 15, 2010, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the "Lessor") and CITY OF ROUND ROCK (the "Lessee"). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of September 29, 2008 (the "Agreement"). B. Lessee desires to lease equipment described in Equipment Schedule No. 02 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 02, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that an Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has occurred under the Agreement. 3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement (the "Questionnaire") are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 02 through self- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 02 to accept self-insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. CITY OF ROUND ROCK, Lessee SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: By: Name: Name: Donald S. Keough Title: Title: Vice President Date: Date: 16 Form 8038-G (Rev. November 2000) Department of the Treasury Internal Revenue Service Part I c Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC, 0 0 '.1 OMB No. 1545-0720 Reporting Authority If Amended Return, check here ► 1 Issuer's name City of Round Rock 2 Issuer's employer identification number 74 i 6017485 3 Number and street (or P.O. box if mail is not delivered to street address) 221 E. Main Street Room/suite 4 Report number 3 07- 5 City, town, or post office, state, and ZIP code Round Rock, TX 78664-5299 6 Date of issue 09/15/2010 7 Name of issue Master Lease Agreement No. 06924, Equipment Schedule No. 02 8 CUSIP number none 9 Name and title of officer or legal representative whom the IRS may call for more information ��e 10 Telephone number of officer or legal representative ( 512 )218-5455 ype of Issue (check applicable boxes) and enter the issue price) See instructions and attach schedule 11 ❑ Education 12 0 Health and hospital 13 0 Transportation 14 EZ Public safety 15 0 Environment (including sewage bonds) 16 ❑ Housing 17 ❑ Utilities 18 0 Other. Describe 0,- 19 19 If obligations are TANs or RANs, check box ► 0 If obligations are BANs, check box ► 0 20 If obligations are in the form of a lease or installment sale, check box ► Part III Description of Obligations. Complete for the entire i 11 12 13 14 1,310,569.00 15 16 17 1 8 j roceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 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) 0 30 Nonrefundinq proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 1,310,569.00 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 . . . ► N/A years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . ► N/A years 33 Enter the last date on which the refunded bonds will be called ► N/A 34 Enter the date(s) the refunded bonds were issued ► 25 26 27 28 0 22 23 0 1,310,569.00 0 0 0 0 Part V 29 30 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a b Enter the final maturity date of the guaranteed investment contract ► FA 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► 0 and enter the name of the issuer ► and the date of the issue 11- 38 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► 0 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 0 40 If the issuer has identified a hedge, check box ► 0 Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. Sign Here Signature of issuer's authorized representative Date Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000) (a) Final maturity date (b) Issue price (c) Ptacee at maturedemntyn avderagWe maturity hted (e) Yield 21 09/13/2015 $ 1,310,569.00 $ 1,310,569.00 3 years 2.04 % roceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 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) 0 30 Nonrefundinq proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 1,310,569.00 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 . . . ► N/A years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . ► N/A years 33 Enter the last date on which the refunded bonds will be called ► N/A 34 Enter the date(s) the refunded bonds were issued ► 25 26 27 28 0 22 23 0 1,310,569.00 0 0 0 0 Part V 29 30 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a b Enter the final maturity date of the guaranteed investment contract ► FA 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► 0 and enter the name of the issuer ► and the date of the issue 11- 38 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► 0 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 0 40 If the issuer has identified a hedge, check box ► 0 Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. Sign Here Signature of issuer's authorized representative Date Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000) PAY PROCEEDS LETTER September 15, 2010 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, 7th Floor Towson, MD 21286 Gentlemen: In connection with the certain Equipment Schedule No. 02 between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., ("Lessor") and CITY OF ROUND ROCK ("Lessee"), pursuant to that certain Master Lease Agreement dated as of September 15,2010 between Lessor and Lessee (the "Lease"), Lessee hereby authorizes and directs Lessor to deposit for the above referenced Schedule, VIA WIRE TRANSFER as follows: Destination Information: Bank Name Bank ABA Number Account Number Account Name Attention Dollar Value Reference Bank of America 026009593 004795846821 City of Round Rock Operating Acct Tameka Leonard 512-218-3297 $1,310,569.00 SunTrust Lease #06924-002 CITY OF ROUND ROCK, (Lessee) By: Name: Title: Date: September , 2010 PAY PROCEEDS / DISBURSEMENT (11/99) SUNTRUST EQUIPMENT FINANCE & LEASING CORP. PAY PROCEEDS LETTER September 15, 2010 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, 7th Floor Towson, MD 21286 Gentlemen: In connection with the certain Equipment Schedule No. 02 between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., ("Lessor") and CITY OF ROUND ROCK ("Lessee"), pursuant to that certain Master Lease Agreement dated as of September 15,2010 between Lessor and Lessee (the "Lease"), Lessee hereby authorizes and directs Lessor to deposit for the above referenced Schedule, VIA WIRE TRANSFER as follows: Destination Information: Bank Name Bank ABA Number Account Number Account Name Attention Dollar Value Reference Bank of America 026009593 004795846821 City of Round Rock Operating Acct Tameka Leonard 512-218-3297 $1,310,569.00 SunTrust Lease #06924-002 CITY OF ROUND ROCK, (Lessee) By: Name: Title: Date: September , 2010 PAY PROCEEDS / DISBURSEMENT (11/99) SUNTRUST EQUIPMENT FINANCE & LEASING CORP. LIMITED GENERAL OBLIGATION MASTER LEASE AGREEMENT LEASE NUMBER 06924 This LIMITED GENERAL OBLIGATION MASTER LEASE AGREEMENT (the "Agreement"), dated as of September 29, 2008 is made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation, as lessor (the "Lessor"), and CITY OF ROUND ROCK, a political subdivision of the State of Texas, as lessee ("Lessee"). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE L DEFINITIONS AND EXHIBITS Section 1.1. Definitions. The following terms have the meanings specified below. "Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the delivery, installation and acceptance of Equipment. "Agreement" means this Liniited General Obligation Master Lease Agreement and all Equipment Schedules hereto. "Agreement Date" means the date first written above. "Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time thereunder. "Equipment" means all items of property described in Equipment Schedules and subject to this Agreement. "Equipment Group" means each group of Equipment listed in a single Equipment Schedule. "Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group. "Escrow Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the Escrow Agreement. "Escrow Agent" means SUNTRUST BANK, a Georgia banking corporation, and any successor escrow agent under the Escrow Agreement. "Escrow Agreement" means the Escrow Agreement, substantially in the form of Exhibit F hereto,.to be executed by Lessor, Lessee and the Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4. "Events of Default" means those events described in Section 12.1. "Fiscal Year" means each 12 -month fiscal period of Lessee. "Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account. "Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule. "Interest and Sinking Fund" means a special account hereby created solely for the benefit of the Agreement and each Lease hereunder, 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 Fund shall be kept separate and apart from all other funds and accounts of the City, shall be used for paying the Rental Payments and other payments required under the Agreement and each Lease thereunder. Al] 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. "Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall constitute a separate contract between Lessor and Lessee relating to such Equipment Group. "Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule. "Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section 3.1. "Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment therefrom of all expenses incurred in the collection thereof. "Payment Date" means each date upon which a Renta] Payment is due and payable as provided in a Payment Schedule. "Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule. "Pledged Revenues" shall mean al] principal and interest portions of the Interest and Sinking Fund in which Lessor shall have a first position, priority lien on and security interest in addition to the Lessee's full faith and credit and limited general obligation pledge of all ad valorem taxes levied and collected for and on account of this Agreement and each Lease hereunder, which shall be levied, collected, and deposited into the Interest and Sinking Fund. During each and any Lease Term under this Agreement and while any amounts are outstanding and unpaid with respect to any Lease hereunder, the goveming body of' the Lessee shall compute and ascertain a rate and amounts of ad valorem tax money required to make the required Lease Payments and other payments under this Agreement and any Lease hereunder. "Principal" means the portion of any Rental Payment designated as "Prepayment Price" means the amount so designated and set forth for which Lessee may purchase the related Equipment Group as Payment Date. and comprising principal as provided in a Payment Schedule. opposite a Payment Date in a Payment Schedule indicating the amount of such Payment Date after making the Rental Payment due on such "Rental Payment" means each payment due from Lessee to Lessor on a Payment Date. "Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor. "State" means the state or commonwealth in which Lessee is situated. "Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the manufacture, delivery and/or installation of the Equipment. Section 1.2. Exhibits. Exhibit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule. Exhibit B-1: Form of Tax Agreement and Arbitrage Certificate (Escrow). Exhibit C-1: Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow). Exhibit D: Foran of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease. Exhibit E: Form of Opinion of Independent Counsel to Lessee. Exhibit F: Form of Escrow Agreement. Exhibit G-1: Form of Confirmation of Outside Insurance. Exhibit G-2: Form of Questionnaire for Self -Insurance and Addendum to Equipment Schedule Relating to Self -Insurance. ARTICLE IL LEASE OF EQUIPMENT Section 2.1. Acquisition of Equipment Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and the desired lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. Section 2.2. Disbursement Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement by the Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with Exhibit A hereto; (c) a reimbursement resolution or other reasonable evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the lease -purchase or fmancing of an Equipment Group on the terms provided in such Equipment Schedule' (N.B. the Lessee uses a CAPX Budget and capital expenditure plan, which along with a reimbursement resolution if required and proof of authority to select, review, and execute documents will suffice of meet the requirements of this romanette (c)); (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B-1 (as applicable) attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (0 Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) a completed and executed Fonn 8038-G or 8038 -GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (h) an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto, and (i) any other documents or items reasonably required by Lessor. Section 2.3. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Term, except as expressly set forth in this Agreement. Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related Lease. ARTICLE IIL TERM Section 3.1. Term. This Agreement shall be in effect from the Agreement Date until a- termination. under Section 12.2; provided, however, no Equipment Schedules shall be executed after an Event of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 3.2 - Section 3.2. Termination of Lease Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first of the following events: (a) the payment of the Prepayment Price by Lessee pursuant to Article V; (b) an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or (c) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease. - ARTICLE IV. RENTAL PAYMENTS Section 4.1. Rental Payments. The Lessee unconditionally agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A portion of each Renta] Payment is paid as interest as specified in the Payment Schedule of each Lease, and the first Rental Payment will include Interest accruing from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefor. Section 4.2. Limited General Obligation and Pledge of Ad Valorem Taxes. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a Lease Term, shall constitute a limited general and non -cancellable obligation of Lessee payable from Pledged Revenues for the entire Lease Term. The Lessee covenants, agrees, and pledges to make all Rental Payments and other amounts coming due under this Agreement from all available Pledged Revenues.. This pledge of Pledged Revenues and the covenant to raise is a legal, irrevocable, and non -cancellable limited general obligation of the Lessee payable from ad valorem taxes of the Lessee, which shall continue until all amounts due and owing under each Lease and this Agreement are satisfied and paid in full. The Lessor shall have a first position, priority pledge of legally available Pledged Revenues, and Lessee further covenants that it shall ascertain and compute a rate and amounts of ad valorem tax money required to make the required Lease Payments and other payments required under this Agreement and any Lease hereunder. Notwithstanding the foregoing, neither the State, nor any political subdivision of the State other than the Lessee is obligated to pay any Renta] Payments except from the Pledged Revenues or other money of the Lessee legally available therefore. The obligation of the Lessee to make payments hereunder does not constitute an unconstitutional or illegal indebtedness of the Lessee within the meaning of any constitutional or statutory debt limitation or restriction. Neither this Agreement nor any Lease directly or indirectly or contingently obligates, morally or otherwise, the State, any political subdivision of the State other than the Lessee to levy or pledge any form of taxation to the Rental Payments. Section 4.3. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional. Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of 4 possession of the Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain. ARTICLE V. OPTION TO PREPAY Section 5.1. Option to Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not m part on any Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment Schedule, provided there has been no Event of Default. Section 5.2. Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment Date on which the option shall be effective) and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of the exercise of this option shall be void and the related Lease shall continue in full force and effect. Section 5.3. Release of Lessor's Interest. Upon receipt of the Prepayment Price and all other amounts due and owing under the Agreement and any Lease thereunder in good and indefeasible funds with respect to any Equipment Group, the Lease with respect to such Equipment Group shall -terminate and Lessee shall become -entitled to such Equipment Group and the Interest and Sinking Fund AS IS, WHERE. IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment Group sand Interest and Sinking Fund hall -not be subject to any lien or encumbrance created by or arising through Lessor. ARTICLE VL REPRESENTATIONS, WARRANTIES AND COVENANTS Section 6.1. Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease Date as follows: (a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each Lease. (b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement, each Lease and the acquisition and financing of the Equipment by Lessee. (c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms. (d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound. (e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or any Lease. (f) No lease, rental agreement, lease -purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of non-payment of Rental Payments in any Fiscal Year. To the best of Lessee's knowledge, no event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (g) Lessee or Lessee's governing body has structured fees, estimated revenues and/or taken other lawful actions necessary to ensure that the Pledged Revenues and/or other legally available sources of funds are sufficient to pay all Rental Payments, and such moneys will be applied in payment of all Rental Payments due and payable. (h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease Term and to pay all Rental Payments relating thereto. (i) Lessee's accounting statements, balance sheets, financial statements and similar financial information, including but not limited to that information related to the Interest and Sinking Fund, provided to Lessor fairly and accurately depict the financial condition of the Lessee as of the date of such financial reports and information. No material adverse changes exist from the date of such reports and s financial information, which have not been previously disclosed to Lessor in writing, exist. Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain unpaid: (a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions, value or use of such Equipment. (b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to perform its obligations hereunder. (c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time. Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim. (d) At all times during the life of any Lease and as a condition precedent to the continued existence of this Agreement, Lessee covenants that it or the person or entity in charge of preparing and reporting the general books, ledgers and accountings of the Lessee agrees to list and maintain the Lessee's Interest and Sinking Fund on its certified annual financial reports or other accounting statements, books, and ledgers, to deposit into and keep segregated all applicable fees; funds, income, and sources of revenue in the Interest and Siliking Fund, in the same manner and from the same sources as said fund is currently listed and reported in the most recent certified annual financial reports and other accounting statements. (e) For so long as any Lease is in effect and as a condition precedent to the continued existence of this Agreement,_ Lessee additionally covenants that the Lessee will fix, charge, structure, collect, compute, ascertain, and, if applicable and to the extent permitted by law, raise or increase all available ad valorem taxes, based on the latest approved tax rolls of the Lessee, in amounts sufficient to pay all Rental Payments and to pay and perform all other obligations as may be required under this Agreement and each Lease hereunder. (f) Lessee additionally covenants that, for so long as any Lease under this Agreement remains in effect and as a condition precedent to the continued validity and existence of this Agreement,: (i) Lessee will create and maintain the existence of the Interest and Sinking Fund; (ii) said Interest and Sinking Fund shall be maintained at an official depository bank of the Lessee that is kept separate and apart from all other accounts of the Lessee and shall only be used for the payment of Rental Payments and other obligations required under this Agreement; and (iii) Lessee will deposit all required ad valorem taxes as are reasonably necessary to make the Rental Payments and meet all of the other payment and performance obligations required under this Agreement and any Lease thereunder into the Interest and Sinking Fund. (g) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriations (as may from time to time be necessary), and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may be reasonably requested by Lessor. (h) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder. (i) Other covenants as may be required by Credit. Section 6.3. Tax Related Representations, Warranties and Covenants. (a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect to each Lease, Lessee makes each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement. (b) Event of Taxability. ]f Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after-tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such after-tax yield to Lessor. ARTICLE VII. INSURANCE AND RISK OF LOSS 6 Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and/or assigns from liability in al] events, with a coverage of not less than $1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor may require, including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the Equipment or the applicable Prepayment Price of each Equipment Group. Section 7.2. Workers' Compensation Insurance. if required by State law, Lessee shall carry workers' compensation insurance covering all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Section 7.3. Insurance Requirements. (a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to the delivery of Equipment, Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of all renewals or replacements thereof. (b) Self Insurance. With Lessor's prior consent, Lessee may self -insure the Equipment by means of an adequate insurance fund set aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor. (c) Evidence ofinsurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies with this Article VIl with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confnmation of insurance in the form of Exhibit G-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self - Insurance and Addendum to Equipment Schedule Relating to Self -Insurance in the form of Exhibit G-2 attached hereto, as applicable. Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessees Lessee assumes all risks and liabilities from any cause whatsoever, (except for those caused by Lessor's gross negligence, fraud, or willful misconduct), whether or not covered by insurance, for loss or damage to any Equipment and for injury to or death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees to indemnify Lessor from al] liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable attomeys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to, (a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or judicial decisions of any state or the United States. This provision shall not apply to any gross negligence, fraudulent actions, or willful misconduct committed by Lessor, its officers, employees, and agents. This provision shall survive the termination of this Agreement. Section 7.5. Destruction of Equipment. Lessee shall provide a complete written report to Lessor immediately upon any substantial and material loss, theft, damage or destruction of any Equipment and of any accident involving any Equipment; however, the Lessee shall have an obligation to repair or replace the Equipment following any immaterial or unsubstantial theft, damage, destruction or losses. Lessor may inspect the Equipment at any time and from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair ("Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which course of action it will take within fifteen (15) days after the Toss occurrence. If, within forty-five (45) days of the loss occurrence, (a) Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may, at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee' obligation under this Section. ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE 7 Section 8.1. Maintenance of Equipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Equipment and as such, shall be subject to the terms of this Agreement. Section 8.2. Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Renta] Payments or any part thereof, or which become due during the Lease Tenn, whether assessed against Lessee or Lessor, except as expressly limited by this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any govemmental body that may be secured by a lien on the Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit, capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Section 83. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE IX. TITLE Section 9.1. Title. During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation, use, storage or maintenance of the Equipment. Section 9.2. Security Interest. Lessee hereby grants to Lessor a continuing, first priority security interest in and to the Interest and Sinking Fund, all interest, principal and additions thereto and all proceeds thereof and in the Escrow Account (if any) in order to-secure Lessee's payment of all Rental Payments and the performance of all other obligations. Lessee hereby authorizes Lessor to prepare and file such financing statements and other such documents to establish and maintain Lessor's valid first lien and perfected security interest; however, the parties agree that such security interest shall be deemed to be effective by the execution of this Agreement along with an Equipment Schedule and, to the extent applicable, an Escrow Agreement. Lessee will join with Lessor in executing such documents and will perform such acts as Lessor may request to establish and maintain Lessor's valid first lien and perfected security interest. Upon termination of a Lease through exercise of Lessee's option to prepay pursuant to Article V or through payment by Lessee of all Rental Payments and other amounts due with respect to an Equipment Group, Lessor's security interest in such Interest and Sinking Fund and Escrow Account shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor's security interest in such funds and accounts. Section 9.3. Modification of Equipment. Lessee will not, without the prior written consent of Lessor which shall not be unreasonably withheld, affix or install any accessory equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the Equipment. Section 9.4. Personal Property. Internationally Omitted. ARTICLE X. WARRANTIES Section 10.1. Selection of Equipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales representative to manufacture, deliver or install any Equipment for use by Lessee. Section 10.2. Vendor's Warranties. To the extent any such warranties may inure to the benefit of Lessor (which they should not), Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group, and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee. Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT -ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT. ARTICLE XL ASSIGNMENT AND SUBLEASING Section 11.1. Assiennment by Lessor. Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments. Section 11.2. Assignment and Subleasing by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned, subleased, sold, transferred, pledged or mortgaged by Lessee. ARTICLE XIL EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this Agreement and each Lease: (a) Lessee's failure to pay,_within ten (10) days following the due date thereof, any Rental Payment or other amount required to be paid to Lessor. (b) Lessee's failure to maintain insurance as.required by Article VII. (c) - With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration. (d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect upon execution of this Agreement or any Equipment Schedule. (e) The occurrence of an Event of Taxability. (i) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee. Section 12.2. Remedies on Default. Upon the occurrence of any Event of Default, Lessor shall have the right, at its option and without any further demand or notice to one or more or all of the following remedies: (a) Lessor, with or without terminating this Agreement or any Lease, may, to the extent not prohibited by the laws of the State, declare all Rental Payments immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately due and payable. (b) Lessor, with or without terminating this Agreement or any Lease, may repossess any or all of the Equipment by giving Lessee written notice to deliver such Equipment in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may enter upon Lessee's premises where such Equipment is kept and take possession of such Equipment and charge Lessee for costs incurred, including reasonable attorneys" fees. Lessee hereby expressly waives any damages occasioned by such repossession. If the Equipment or any portion has been destroyed, Lessee shall pay the applicable Prepayment Price of the destroyed Equipment as set forth in the related Payment Schedule. Regardless of the fact that Lessor has taken possession of the Equipment, Lessee shall continue to be responsible for the Rental Payments due. (c) 1f Lessor terminates this Agreement and/or any Lease and, in its discretion, takes possession and disposes of any or all of the Equipment, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: (i) all costs (including, but not limited to, attorneys' fees) incurred in securing possession of the Equipment; (ii) all expenses incurred in completing the disposition; (iii) any sales or transfer taxes; (iv) the applicable Prepayment Prices of the Equipment Groups; and (v) the balance of any Rental Payments owed by Lessee. Any disposition proceeds remaining after the requirements of Clauses (i), (ii), (iii), (iv) and (v) have been met shall be paid to Lessee. (d) Lessor may take any other remedy available, at law or in equity, with respect to such Event of Default, including those requiring Lessee to perform any of its obligations or to pay any moneys due and payable to Lessor and Lessee shall pay the reasonable attorneys' fees and expenses incurred by Lessor in enforcing any remedy hereunder. (e) Each of the foregoing remedies is cumulative and may be enforced separately or concurrently. Section 123. Return of Equipment: Release of Lessee's Interest. Upon termination of any Lease prior to the payment of all related Rental Payments or the applicable Prepayment Price, or after an Event of Default, Lessee shall, within ten (10) days after such termination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the condition required by Article VIII; (b) if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled, disassembled and crated by an authorized manufacturer's representative or such other service person as is satisfactory to Lessor; and (c) return such Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. if Lessee refuses to return such Equipment in the manner designated, Lessor may repossess the Equipment without demand or notice and without court order or legal process and charge Lessee the costs of such repossession. Upon termination of this Agreement in accordance with Article XII hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and unencumbered legal title and ownership of the Equipment shall pass to Lessor. Lessee shall have no further interest therein. Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equipment. Section 12.4 Late Charge. Lessor shall have the right to require late payment charge for each Rental Payment or any other amount due hereunder which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is only applicable to the extent it does not affect the validity of this Agreement. ARTICLE XIII. MISCELLANEOUS PROVISIONS Section 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form; with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1. Section 13.2. Binding Effect. -This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to receive Rental Payments under any Lease. - Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court _of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed and delivered by Lessor and Lessee. Section 13.5. Captions. The captions or headings in this Agreeinent are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or Clauses hereof. Section 13.6. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or supplements thereto as may be reasonably required for correcting any inadequate description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal remains, refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term. Section 13.9. Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in no way be construed to be a waiver of such provision. Section 13.10. USA Patriot Act Compliance Notification. Along with all other U.S. Financial institutions, Lessor began complying with Section 326 of the USA Patriot Act effective October 1, 2003. Designed to assist the government in preventing the funding of terrorist and money laundering activities, this section of the USA Patriot Act requires the Lessor to know the business and municipal entities that are new to SunTrust Equipment Finance & Leasing Corp. To accomplish this, the Lessor will obtain, verify and record information that identifies business and municipal entities that open new accounts, lease-purchase, or finance equipment or capital improvements with the Lessor. What this means to our Lessee: when you open your account or lease/loan with us, we will ask you for correct and full legal business/municipal name, physical address, taxpayer identification number and other information that will allow the Lessor to verify our Lessee's identity. The information requested may include documents, such as statutes, resolutions, and your is EXECUTION PAGE OF MASTER LEASE AGREEMENT LEASE NUMBER IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. CITY OF ROUND ROCK, Lessee By: Name: NW, M s Title: 1V V (r Date: Address: 221 E. Main Round Rock, TX 78664-5299 Telephone: 512/218-5455 Facsimile: 512/218-7028 E-mail address: howardb@round-rock.tx.us 12 SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: Name: Donald S. Keough Title: Vice President Date: Address: 300 East Joppa Road, 76 Floor Towson, MD 21286 Telephone: 410/307-6648 Facsimile: 410/307-6702 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY: Agenda Item No. 10A1. City Council Agenda Summary Sheet Consider a resolution authorizing the Mayor to execute a Financing Program Agreement Agenda Caption: with Sun Trust Equipment Finance & Leasing Corp., to lease/purchase various equipment. Meeting Date: August 26, 2010 Department: Finance Staff Person making presentation: Cheryl Delaney Finance Director Item Summary: 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 $1,310,569, financed at an effective interest rate of 2.04%, with a three year amortization and is outlined in the operating budget. The first year repayment is included in the proposed operating budget. Strategic Plan Relevance: 8.0 Maintain and enhance public confidence, satisfaction and trust in City Government Cost: Interest costs at 2.04% ($47,182.94 total interest) Source of Funds: General Debt Service Date of Public Hearing (if required): N/A Recommended Action: Approval EXECUTED DOCUMENT FOLLOWS CITY OF ROUND ROCK INDEX TO LEGAL DOCUMENTS Limited General Obligation Master Lease Agreement No. 06924, Dated as of September 29, 2008; ON FILE Exhibit A - Equipment Schedule No. 02; Acceptance Certificate; Payment Schedule; Exhibit B-1 - Tax Agreement and Arbitrage Certificate; Exhibit C - Resolution of Governing Body; Exhibit D - Incumbency Certificate; Exhibit E - Opinion of Counsel; Exhibit F - Escrow Agreement, with its Schedule A — Intentionally omitted for this Schedule; Exhibit G-1 Confirmation of Outside Insurance; Exhibit G-2 Questionnaire for Self -Insurance to Lease and Addendum; UCC Financing Statements with attached Schedule A - Intentionally omitted for this Schedule; Form 8038-G. NBQ-ESCSTB-firmterm-CA Revenue Pledge w CBA backup.DOC/rev.08/08.dsk EXHIBIT A EQUIPMENT SCHEDULE NO. 02 TO LEASE NO. 06924 The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as September 29, 2008 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $1,310,569.00 (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: Police Crown Victorias Light & Heavy Duty Pickups Ford Hybrid SUV Pierce Pumper Fire Apparatus Equipment for Pierce Fire Apparatus John Deere 310SJ Back Hoe Toro Groundsmaster 328-D Toro Groundsmaster 5900 Ford F550 Fire Rescue Vehicle (cab & chassis) The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide written notice to Lessor: CITY OF ROUND ROCK, Lessee By: ,✓ Name: rn M=((W Title: Mu(IOr— Date: lettA 26, 20() Address: 221 E. Main Round Rock, TX 78664-5299 Telephone: 512/218-5455 Facsimile: 512/218-7028 VARIOUS LOCATIONS SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: Name: Donald S. Keough Title: Vice President Date: Address: 300 East Joppa Road, 7th Floor Towson, MD 21286 Telephone: 410/307-6648 Facsimile: 410/307-6702 This is counterpart No. 2 of 2 serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. Ionly, without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. Lease No.: 06924 Equipment Schedule: 02 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: Police Crown Victorias Light & Heavy Duty Pickups Ford Hybrid SUV Pierce Pumper Fire Apparatus Equipment for Pierce Fire Apparatus John Deere 310SJ Back Hoe Toro Groundsmaster 328-D Toro Groundsmaster 5900 Ford F550 Fire Rescue Vehicle (cab & chassis) SEE ATTACHED INVOICES 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has structured fees, estimated revenues, appropriated (as and if applicable), and/or taken other lawful actions necessary to ensure that the Pledged Revenues and/or other legally available sources of funds are sufficient to pay all Rental Payments and other amounts required to be paid under this Lease. Such moneys will be applied in payment of all such Rental Payments due and payable. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due during the Lease Term. The obligation to make Rental Payments and pledge of Revenue Pledge are a firm term, non -cancellable and irrevocable obligations of Lessee. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. X 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] This is counterpart No. 2 of 2 serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. 1 only, without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. CITY OF ROUND ROCK, Lessee By: Name: Title: Date: Lease Number: 06924 Equipment Schedule: 02 PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Group shall be September 15, 2010. The Annual Interest Rate applicable to the Equipment Group shall be 2.04%. Lessor shall retain any interest accruing between the Funding Date and the date on which interest begins to accrue in accordance with the Payment Schedule more fully set forth below. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 3 years. The first Rental Payment is due on March 15, 2011 and subsequent payments are due semi-annually on like date thereafter. Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 0 09/15/10 0.00 1,310,569.00 0.00 1,323,674.69 1 03/15/11 226,291.99 212,924.19 13,367.80 1,108,621.26 2 09/15/11 226,291.99 215,096.02 11,195.97 891,374.28 3 03/15/12 226,291.99 217,290.00 9,001.99 671,911.38 4 09/15/12 226,291.99 219,506.35 6,785.64 450,209.96 5 03/15/13 226,291.99 221,745.32 4,546.67 226,247.19 6 09/15/13 226,291.99 224,007.12 2,284.87 0.00 Grand Total 1,357,751.94 1,310,569.00 47,182.94 CITY OF ROUND ROCK, Lessee By: Of m ,� Name: AfAii 146'6/YAW Title: Ntgi jfes Date: 006149" 2h 2.010 * After payment of Rental Payment and all other amounts due and owing on such date. 9 This is counterpart No. 2 of 2 serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. lonly, without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. EXHIBIT B-1 [Escrow] Lease Number: 06924 Equipment Schedule: 02 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF ROUND ROCK ("Lessee") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") in connection with that certain Limited General Obligation Master Lease Agreement dated as of September 29, 2008 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply $1,310,569.00 (the "Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to acquire the Equipment. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 2. Non -Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made primarily with monies retained in Lessee's Interest and Sinking Fund (or an account or subaccount therein). No other sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the 5 "Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Temporary Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by [N/A]. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six- month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; and (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee. Accordingly, the rebate requirements of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use; No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use 6 Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as ofk �i(o 2010. CITY OF ROUND ROCK, Lessee By: Name: j C40 W Title:"v145-1- (toy-' Date: �� zoo 7 RESOLUTION NO. R -10-08-26-10A1 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF EQUIPMENT SCHEDULE NO. 02 TO LEASE NO. 06924 (A LIMITED GENERAL OBLIGATION MASTER LEASE AGREEMENT WITH SUNTRUST EQUIPMENT FINANCE & LEASING CORP.), AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the City of Round Rock, Texas, as Lessee, entered into a Limited General Obligation Master Lease Agreement with SunTrust Equipment Finance & Leasing Corp., as Lessor, on September 29, 2008; 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 ("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 Equipment Schedule No. 02 to the Limited General Obligation Master Lease Agreement in an amount not to exceed $1,310,569.00 (collectively the "Lease") with SunTrust Equipment Finance & Leasing Corp., 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 attached Equipment Schedule No. 2 and related documents, in the principal amount not exceeding the amount stated above for the purpose of acquiring the property (the "Equipment") described specifically in the Lease, 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 O:\wdox\SCClnts\0112\1005\MUNICIPAL\00200422.DOCljkg WHEREAS, the funds made available under the Lease will be applied to the acquisition of the Equipment in accordance with such Lease; 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 Equipment Schedule No. 2 and related documents with SunTrust Equipment Finance & Leasing Corp. substantially in the forms 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 ("Authorized Representative") acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver the attached Equipment Schedule No. 2 and related documents in substantially the forms set forth in the documents presently before the Governing Body, which documents are 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 Equipment Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Schedule No. 2 are hereby authorized. Section 2. That it is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively the "Financing Documents"), in the forms set forth in the documents presently before the Governing Body and incorporated into this Resolution, are in the best interests of Lessee for the acquisition of the Equipment. Section 3. That the Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents 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 and covenant to levy and collect any and all ad valorem taxes in amounts 2 sufficient to make all Rental Payments and other obligations hereunder and to deposit the same into the Interest and Sinking Fund, are expressly approved and authorized. Lessee, and any officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The City Secretary of Lessee and any other officer of Lessee who shall have the power to do so be, and each hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 4. That the proper officers of Lessee be, and each hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this Resolution and the Financing Documents. Section 5. That the undersigned further certifies that this Resolution has not been repealed or amended and remains in full force and effect, and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the Governing Body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same. Section 6. 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. 3 RESOLVED this 26th day of August, 2010. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: 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. C9f4444-,V1.Qitmkt Sara L. White, City Secretary Date Signed: 2.45.1 Utp 4 EXHIBIT D Lease No.: 06924 Equipment Schedule: 02 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting City Secretary of CITY OF ROUND ROCK, a political subdivision 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 Master Lease Agreement dated as of September 29, 2008 between such entity and SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. NAME TITLE Alan McGraw Mayor Carlos T. Salinas Mayor Pro -tem James R. Nuse, P.E. City Manager IN WITNESS WHEREOF, I have duly executed this certificate as of this 2 i day of , 1,40, By: 2/W4/-. /4,fn' Vl l' Name: Sara L. White Title: City Secretary This is counterpart No. 2 of 2 serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. 1 only, without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. Sheets & Crossfield, P.C. ATTORNEYS AT LAW 309 East Main Street . Round Rock, TX 78664-5246 Phone 512-255-8877 . fax 512-255-8986 September 15, 2010 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, 7th Floor Towson, Maryland 21286 Re: Master Lease Agreement dated as September 29, 2008 (the "Agreement") by and between the CITY OF ROUND ROCK, TEXAS ("Lessee") and SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") Dear Sir or Madam: We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 02 executed pursuant thereto (together with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that: 1. Lessee is a political subdivision of the State of Texas (the "State") within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, 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 to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, 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 bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization 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, the Revenue Pledge, the first position, priority pledge of principal and interest in the Interest and Sinking Fund, and the covenant to fix, charge, structure, collect, compute, ascertain, and, if applicable and to the extent permitted by law, raise or increase all available ad valorem taxes, based on the latest approved tax rolls of the Lessee, in amounts sufficient to pay all Rental Payments and to pay and perform all other obligations as may be required under this Agreement and each Lease hereunder do not and will 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. 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 and/or execution of the Lease or the documents contemplated thereby, the pledge of Pledged Revenues, the covenant to fix, charge, structure, collect, compute, ascertain, and, if applicable and to the extent permitted by law, raise or increase all available ad valorem taxes, based on the latest approved tax rolls of the Lessee, in amounts sufficient to pay all Rental Payments and to pay and perform all other obligations as may be required under this Agreement and each Lease hereunder as necessary, and the firm term, non -cancellable, and irrevocable obligations of the Lessee to make Rental Payments under the Lease, and/or or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. 7. Resolution No. to- O$ (OA( of the governing body of Lessee was duly and validly adopted by such governing body on 'L(o , 2010 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 a►.► Steph. L. Sheets, City Attorney yours ^I EXHIBIT G-1 Lease No.: 06924 Equipment Schedule: 02 TO: Texas Municipal League — Hassan Farhat 221 E. Main, Round Rock, TX 78664 Phone: 512-218-6643 Insert Insurance Agent Name & Address Phone Number and Fax Number Gentlemen: CITY OF ROUND ROCK has entered into a Master Lease Agreement dated as of September 29, 2008 with SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming SunTrust Equipment Finance & Leasing Corp. and/or its assigns as Loss Payee. The Coverage Required is $1,310,569.00. b. Public Liability Insurance evidenced by a Certificate of Insurance naming SunTrust Equipment Finance & Leasing Corp. and/or its assigns as Additional Insured. The following minimum coverage is required: Liability: Liability - Bodily Injury: Liability - Property Damage: $ 500,000.00 per person $1,000,000.00 aggregate $1,000,000.00 property damage liability PROPERTY: Fire Trucks, Police Cars & other Capital Equipment LOCATION: Various Locations Upon issuance of the coverage outlined above, please mail a certificate of insurance to SunTrust Equipment Finance & Leasing Corp., 300 East Joppa Road, Suite 700, Towson, MD 21286. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY OF ROUND ROCK, By: Name: Title: N14 � v Date: AAVP 249 j v I,l M=6.w This is counterpart No. 2 of 2 serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. lonly, without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. 13 TML INTERGOVERNMENTAL RISK POOL TML -IRP Contract Plumber: 3127 Certificate of Coverage Member: Round Rock Mr Hassan Farhat Safety/Risk Manager 221 E Main Ave Round Rock,Texas 78664 y of e abve coverages be canceled bef 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: SunTrust Equipment Finance & Leasing Corporation 300 East Joppa Road, Suite 700 Towson, MD. 21286 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 (TML -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: Umits of Liability (Each Occurrence): $1,000,000 10/1/2009 Real & Personal Property Effective Date: Anniversary Date: $198,687,859 10/1/2009 10/1/2010 10/1/2010 Limits of Coverage: Deductible per Occurrence: Sudden Events Involving Pollution (Each Occurrence): $1,000,000 $2,500 Annual Aggregate: $2,000,000 Mobile Equipment Limits of Coverage: Deductible per Occurrence: Effective Date: Anniversary Date: $4,827,478 10/1/2009 Deductible per Occurrence: $2,500 10/1/2010 Law Enforcement Liability Effective Date: Anniversary Date: Umits of Liability (Each Occurrence): $2,500 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 Liability(Each Wrongful Act): Mortgagee Loss Payee Loan Number: Yes No X Annual Aggregate: X Deductible per Occurrence: Auto Liability Effective Date: Anniversary Date: Umits of Liability (Each Occurrence): $1,000,000 10/1/2009 Year/Make/Model VIN Value 10/1/2010 Leased/Purchased Vehicles Various ACV Fire Trucks/Police Cars Various ACV Deductible per Occurrence: $2,500 Auto Physical Damage Effective Date: Anniversary Date: Units of Liability: ACV or Agreed Value 10/1/2009 10/1/2010 as scheduled Collision Deductible: $2,500 Comprehensive Deductible: $2,500 _ Yes No Loss Payee: X Loan Number: DESCRIPTION: Confirmation of coverage for Lease No.: 06924 - Fire Trucks, Police Cars and Mobile Equipment. Valuation Method for Loss Adjustment for Mobile Equipment : Replacement Cost (includes coverage for Theft). Real & Personal Property - Coverage Basis: Special Form and Valuation Method for Loss Adjustment: Replacement Cost (includes coverage for Theft). Cancellation• Shouldan tho ./..........a........ • ore 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. Authorizecl,Representative R. CaktcL.6r— Date Issued 8/18/2010 X102 10/15/08 LESSOR OF EQUIPMENT This endorsement forms a part of the Declarations to which attached, effective on the inception date of the coverage unless otherwise stated herein, and clarifies such coverage as is afforded by the provisions of the coverage shown below: • GENERAL LIABILITY ❑ AIRPORT OWNERS AND OPERATORS GENERAL LIABILITY Entity Name :City of Round Rock Entity ID :3127 Effective Date :8/17/10 It is understood that coverage is provided to the Fund Member for liability arising out of the maintenance, operation, or use by the Fund Member of equipment leased to the Fund Member by the person or organization set forth below, subject to the following additional exclusions: 1. Coverage does not apply to any occurrence which takes place after the equipment lease expires; 2. Coverage does not apply to bodily injury or property damage arising out of the sole negligence of the lessor of the equipment. Lessor of Equipment Name :SunTrust Equipment Finance & Leasing Corporation Address :300 East Joppa Road, Suite 700 City, State & ZIP :Towson, MD. 21286 TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL EL200 12/09/98 COVERED PARTY — OWNER, LESSOR OR LIENHOLDER LOSS PAYABLE CLAUSE - AUTOMOBILE PHYSICAL DAMAGE This endorsement forms a part of the Declarations to which attached, effective on the inception date of the coverage unless otherwise stated herein, and modifies such coverage as is afforded by the provisions of the coverage shown below: Entity Name : City of Round Rock Entity ID : 3127 Effective Date : 8/17/10 AUTOMOBILE LIABILITY It is understood that pursuant to Part IV -A., Section II, paragraph D., of the Liability Coverage Document, coverage is extended to the owner, lessor or lienholder designated below because such coverage is required by contract. However, coverage is extended only with respect to liability arising out of the operation, use, loading, unloading, or maintenance of the automobiles designated below. AUTOMOBILE PHYSICAL DAMAGE Loss or damage to the automobile(s) described in this endorsement shall be paid as interest may appear to the fund member and the loss payee named below. The interest of the loss payee shall not become invalid because of acts or omissions of the fund member. However, the Fund reserves the right to cancel this self-insurance as permitted by the Interlocal Agreement and the cancellation will terminate this agreement as to the loss payee's interest. The Fund will give the same advance notice of cancellation to the loss payee as is given to the fund member. In the event the Fund pays the loss payee the Fund shall, to the extent of payment, be subrogated to the loss payee's right of recovery. Owner/Lessor/Lienholder : SunTrust Equipment Finance & Leasing Corporation Address : 300 East Joppa Road, Suite 700 City, State & ZIP : Towson, MD. 21286 Designated Automobile(s) ID Year Make Model Various Various Various Fire Trucks Police Cars Lease No.:06924 VIN Various TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL EL201-A 06/02/06 1 LOSS PAYABLE CLAUSE - REAL & PERSONAL PROPERTY This endorsement forms a part of the Declarations to which attached, effective on the inception date of the coverage unless otherwise stated herein, and modifies such coverage as is afforded by the provisions of the coverage shown below: COMPREHENSIVE PROPERTY COVERAGE Entity Name : City of Round Rock Entity ID : 3127 Effective Date : 8/17/10 Loss on the items shown below shall be payable to: Name : SunTrust Equipment Finance & Leasing Corporation Address : 300 East Joppa Road, Suite 700 City, State & ZIP : Towson, MD. 21286 as mortgagee, loss payee or lienholder as their interest may appear at the time of loss. Designation of Property Location Description Value Various Real & Personal Property Replacement (Round Rock, Texas) Cost Lease No.: 06924 TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL EP300 05/20/02 LOSS PAYABLE CLAUSE - MOBILE EQUIPMENT This endorsement forms a part of the Declarations to which attached, effective on the inception date of the coverage unless otherwise stated herein, and modifies such coverage as is afforded by the provisions of the coverage shown below: SPECIAL FORM PROPERTY COVERAGE Entity Name : City of Round Rock Entity ID : 3127 Effective Date : 8/17/10 It is understood and agreed that loss or damage to the mobile equipment described in this endorsement shall be paid as interest may appear to the person or organization named below. Loss Payee Name :SunTrust Equipment Finance & Leasing Corporation Address :300 East Joppa Road, Suite 700 City, State/ZIP :Towson, MD. 21286 The most we will pay for any loss to the described equipment is the lesser of: 1. the value indicated below, or; 2. the replacement cost or actual cash value of the equipment, based on the valuation method selected by the member, minus the applicable deductible. Year Various Designation or Description of Equipment Make/Model ID Value Various Various Replacement Cost Leased Mobile Equipment Lease No.:06924 TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL EP301 05/20/02 1 INDEMNIFICATION UNDER CONTRACT This endorsement forms a part of the Declarations to which attached, effective on the inception date of the coverage unless otherwise stated herein, and clarifies such coverage as is afforded by the provisions of the coverage shown below: ® GENERAL LIABILITY ® AUTOMOBILE LIABILITY ❑ LAW ENFORCEMENT LIABILITY El AIRPORT (GENERAL LIABILITY HAZARDS) PREMISES LIABILITY Entity Name : City of Round Rock Entity ID : 3127 Effective Date : 8/17/10 It is agreed that coverage is provided for the liability assumed by the Fund Member to indemnify the person or organization named below under a contract between such person or organization and the Fund Member, but such coverage shall not exceed the limits of coverage set forth in the Declarations. Person or Organization : SunTrust Equipment Finance & Leasing Corporation Address 300 East Joppa Road, Suite 700 City, State & Zip Code : Towson, MD. 21286 Description As respect to Lease No.: 06924 TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL EL217 08/16/99 EXHIBIT G-2 Lease Number: 06924 Equipment Schedule: 02 QUESTIONNAIRE FOR SELF-INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreement"), dated as of September 29, 2008, made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self-insured for . . e! . ge or destruction to the Equipment. OP NO (circle one) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $11,947 418 Tate .lrnswed V/atu'- b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage 1 recc to the Equipment as indicated above. Sµij.cl' '11YES O (circle one) rt'r&.cern 04 -- If yes, the umbrella policy provides coverage or all risk property damage. cos. 1, leSS YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ 0(14 LLG+1 b le 2. Liability Insurance. a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. NO (circle one) If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $ )l 0 b 0, 0 E a �0 c Gwre.ne a b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability including injury or death of persons or damage roperty as indicated above. YES O (circle one) If yes, the umbrella policy provides coverage or liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 3A. Self Insurance Fund. a. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self-insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $ b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim. YES NO (circle one) If yes, the dollar amount of limit per claim is $ _ 2 3B. No Self Insurance Fund. a. If Lessee does not maintain a self-insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self-insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4. Authority. a. The following entity or officer has authority to authorize payment for claim Klo b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? 5. Certificates of Insurance. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. Attachment CITY OF ROUND ROCK, Lessee By: Name: tel ft/194 'w Title: MAW Date: oft4gyIS - 240 V Telephone: 512/218-5455 Facsimile: 512/218-7028 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE NO. 02 TO MASTER LEASE AGREEMENT (LEASE NO. 06924) RELATING TO SELF-INSURANCE THIS ADDENDUM is made as of September 15, 2010, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the "Lessor") and CITY OF ROUND ROCK (the "Lessee"). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of September 29, 2008 (the "Agreement"). B. Lessee desires to lease equipment described in Equipment Schedule No. 02 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 02, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that an Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has occurred under the Agreement. 3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement (the "Questionnaire") are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 02 through self- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 02 to accept self-insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. CITY OF ROUND ROCK, Lessee By: Ol f11�� Name: mail scinov Title: 114(,I(e' Date: AK 24; WI (� SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor Name: Donald S. Keough Title: Vice President Date: This is counterpart No. 2 of 2 serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. lonly, without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. Form 8038-6 (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. Caution: If the issue price is under $100,000, use Form 8038 -GC. OMB No. 1545-0720 Part 1 Reporting Authority If Amended Return, check here ► 1 Issuer's 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 E. Main Street Room/suite 4 Report number 3 07- 5 City, town, or post office, state, and ZIP code Round Rock, TX 78664-5299 6 Date of issue 09/15/2010 7 Name of issue Master Lease Agreement No. 06924, Equipment Schedule No. 02 8 CUSIP number none 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative ( 512 ) 218-5455 ar ype of Issue (check applicable boxes) and enter the issue price) See instructions and attach schedule 11 ❑ Education 12 ❑ Health and hospital 13 ❑ Transportation 14 121 Public safety 15 ❑ Environment (including sewage bonds) 16 ❑ Housing 17 ❑ Utilities 18 ❑ Other. Describe I. 11 12 13 14 1,310,569.00 15 16 17 18 19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box ► ❑ j 20 If obligations are in the form of a lease or installment sale, check box ► Part III Description of Obligations. Complete for the entire i Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 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) 0 30 Nonrefundinq proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 1,310,569.00 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 . , . ► N/A years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded ► N/A years 33 Enter the last date on which the refunded bonds will be called ► N/A 34 Enter the date(s) the refunded bonds were issued ► 25 0 22 23 0 1,310,569.00 0 26 0 27 0 28 0 j 29 Part V 30 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a 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 b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue P. 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑ 40 If the issuer has identified a hedge, check box ► ❑ Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. Sign Here 9i -24121)w A46111 W-Antw, MAva.r Signature of issuer's authorized representative Date r Type or print name and title • For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 637735 Form 8038-G (Rev. 11-2000) (a) Final maturity date (b) Issue price (c) Stated at redematurmption y pri21 hted averagegmaturity (e) Yield 09/13/2015 $ 1,310,569.00 $ 1,310,569.00 3 years 2.04 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 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) 0 30 Nonrefundinq proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 1,310,569.00 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 . , . ► N/A years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded ► N/A years 33 Enter the last date on which the refunded bonds will be called ► N/A 34 Enter the date(s) the refunded bonds were issued ► 25 0 22 23 0 1,310,569.00 0 26 0 27 0 28 0 j 29 Part V 30 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a 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 b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue P. 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑ 40 If the issuer has identified a hedge, check box ► ❑ Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. Sign Here 9i -24121)w A46111 W-Antw, MAva.r Signature of issuer's authorized representative Date r Type or print name and title • For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 637735 Form 8038-G (Rev. 11-2000) SUNTRUST EQUIPMENT FINANCE & LEASING CORP. LIMITED GENERAL OBLIGATION MASTER LEASE AGREEMENT LEASE NUMBER 06924 This LIMITED GENERAL OBLIGATION MASTER LEASE AGREEMENT (the "Agreement"), dated as of September 29, 2008 is made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation, as lessor (the "Lessor"), and CITY OF ROUND ROCK, a political subdivision of the State of Texas, as lessee ("Lessee"). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE L DEFINITIONS AND EXHIBITS Section 1.1. Definitions. The following terms have the meanings specified below. "Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the delivery, installation and acceptance of Equipment. "Agreement" means this Limited General Obligation Master Lease Agreement and _all Equipment Schedules hereto. "Agreement Date" means the date first written above. "Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time thereunder. "Equipment" means all items of property described in Equipment Schedules and subject to this Agreement. "Equipment Group" means each group of Equipment listed in a single Equipment Schedule. "Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group. "Escrow Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the Escrow Agreement. "Escrow Agent" means SUNTRUST BANK, a Georgia banking corporation, and any successor escrow agent under the Escrow Agreement. "Escrow Agreement" means the Escrow Agreement, substantially in the form of Exhibit F hereto,.to be executed by Lessor, Lessee and the Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4. "Events of Default" means those events described in Section 12.1. "Fiscal Year" means each 12 -month fiscal period of Lessee. "Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account. "Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule. "Interest and Sinking Fund" means a special account hereby created solely for the benefit of the Agreement and each Lease hereunder, 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 Fund shall be kept separate and apart from all other funds and accounts of the City, shall be used for paying the Rental Payments and other payments required under the Agreement and each Lease thereunder. 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. "Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall constitute a separate contract between Lessor and Lessee relating to such Equipment Group. "Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule. "Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section 3.1. "Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment therefrom of all expenses incurred in the collection thereof. "Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule. "Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule. "Pledged Revenues" shall mean all principal and interest portions of the Interest and Sinking Fund in which Lessor shall have a first position, priority lien on and security interest in addition to the Lessee's full faith and credit and limited general obligation pledge of all ad valorem taxes levied and collected for and on account of this Agreement and each Lease hereunder, which shall be levied, collected, and deposited into the Interest and Sinking Fund. During each and any Lease Term under this Agreement and while any amounts are outstanding and unpaid with respect to any Lease hereunder, the governing body of the Lessee shall compute and ascertain a rate and amounts of ad valorem tax money required to make the required Lease Payments and other payments under this Agreement and any Lease hereunder. "Principal" means the portion of any Rental Payment designated as "Prepayment Price" means the amount so designated and set forth for which Lessee may purchase the related Equipment Group as Payment Date. and comprising principal as provided in a Payment Schedule. opposite a Payment Date in a Payment Schedule indicating the amount of such Payment Date after making the Rental Payment due on such "Rental Payment" means each payment due from Lessee to Lessor on a Payment Date. "Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor. "State" means the state or commonwealth in which Lessee is situated. "Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the manufacture, delivery and/or installation of the Equipment. Section 1.2. Exhibits. Exhibit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule. Exhibit B-1: Form of Tax Agreement and Arbitrage Certificate (Escrow). Exhibit C-1: Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow). Exhibit D: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease. Exhibit E: Form of Opinion of Independent Counsel to Lessee. Exhibit F: Form of Escrow Agreement. Exhibit G-1: Form of Confirmation of Outside Insurance. Exhibit G-2: Form of Questionnaire for Self -Insurance and Addendum to Equipment Schedule Relating to Self -Insurance. ARTICLE II. LEASE OF EQUIPMENT Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and the desired lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement by the Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with Exhibit A hereto; (c) a reimbursement resolution or other reasonable evidence of other official action taken by or on behalf of the Lessee to 3 authorize the acquisition of the lease -purchase or financing of an Equipment Group on the terms provided in such Equipment Schedule (N.B. the Lessee uses a CAPX Budget and capital expenditure plan, which along with a reimbursement resolution if required and proof of authority to select, review, and execute documents will suffice of meet the requirements of this romanette (c)); (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B-1 (as applicable) attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) a completed and executed Form 8038-G or 8038 -GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (h) an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto, and (i) any other documents or items reasonably required by Lessor. Section 2.3. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Tenn, except as expressly set forth in this Agreement. Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related Lease. ARTICLE M. TERM Section 3.1. Tenn. This Agreement shall be in effect from the Agreement Date until a- termination. under Section 12.2; provided, however, no Equipment Schedules shall be executed after an Event of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 3.2 - Section 3.2. Termination of Lease Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first of the following events: (a) the payment of the Prepayment Price by Lessee pursuant to Article V; (b) an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or (c) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease. ARTICLE IV. RENTAL PAYMENTS Section 4.1. Rental Payments. The Lessee unconditionally agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each Lease, and the first Rental Payment will include Interest accruing from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefor. Section 4.2. Limited General Obligation and Pledge of Ad Valorem Taxes. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a Lease Term, shall constitute a limited general and non -cancellable obligation of Lessee payable from Pledged Revenues for the entire Lease Term. The Lessee covenants, agrees, and pledges to make all Rental Payments and other amounts coming due under this Agreement from all available Pledged Revenues.. This pledge of Pledged Revenues and the covenant to raise is a legal, irrevocable, and non -cancellable limited general obligation of the Lessee payable from ad valorem taxes of the Lessee, which shall continue until all amounts due and owing under each Lease and this Agreement are satisfied and paid in full. The Lessor shall have a first position, priority pledge of legally available Pledged Revenues, and Lessee further covenants that it shall ascertain and compute a rate and amounts of ad valorem tax money required to make the required Lease Payments and other payments required under this Agreement and any Lease hereunder. Notwithstanding the foregoing, neither the State, nor any political subdivision of the State other than the Lessee is obligated to pay any Rental Payments except from the Pledged Revenues or other money of the Lessee legally available therefore. The obligation of the Lessee to make payments hereunder does not constitute an unconstitutional or illegal indebtedness of the Lessee within the meaning of any constitutional or statutory debt limitation or restriction. Neither this Agreement nor any Lease directly or indirectly or contingently obligates, morally or otherwise, the State, any political subdivision of the State other than the Lessee to levy or pledge any form of taxation to the Rental Payments. Section 4.3. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional. Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of 4 possession of the Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain. ARTICLE V. OPTION TO PREPAY Section 5.1. Option to Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment Schedule, provided there has been no Event of Default. Section 5.2. Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment Date on which the option shall be effective) and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of the exercise of this option shall be void and the related Lease shall continue in full force and effect. Section 5.3. Release of Lessor's Interest. Upon receipt of the Prepayment Price and all other amounts due and owing under the Agreement and any Lease thereunder in good and indefeasible funds with respect to any Equipment Group, the Lease with respect to such Equipment Group shall -terminate and Lessee shall become -entitled to such Equipment Group and the Interest and Sinking Fund AS IS, WHERE. IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRAN 11ES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment Group sand Interest and Sinking Fund hall -not be subject to any lien or encumbrance created by or arising through Lessor. ARTICLE VL REPRESENTATIONS, WARRANTIES AND COVENANTS Section 6.1. Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease Date as follows: (a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each Lease. (b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement, each Lease and the acquisition and financing of the Equipment by Lessee. (c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective temps. (d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable to Lessee, or (ii) conflict with or result in the breach or violation of any tern or provision of, or constitute a default under, any note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound. (e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or any Lease. (1) No lease, rental agreement, lease -purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of non-payment of Rental Payments in any Fiscal Year. To the best of Lessee's knowledge, no event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (g) Lessee or Lessee's governing body has structured fees, estimated revenues and/or taken other lawful actions necessary to ensure that the Pledged Revenues and/or other legally available sources of fiords are sufficient to pay all Rental Payments, and such moneys will be applied in payment of all Rental Payments due and payable. (h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the applicable Lease Tenn. Lessee presently intends to continue each Lease hereunder for its entire Lease Tenn and to pay all Rental Payments relating thereto. (i) Lessee's accounting statements, balance sheets, financial statements and similar financial information, including but not limited to that information related to the Interest and Sinking Fund, provided to Lessor fairly and accurately depict the financial condition of the Lessee as of the date of such financial reports and information. No material adverse changes exist from the date of such reports and 5 financial information, which have not been previously disclosed to Lessor in writing, exist. Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain unpaid: (a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions, value or use of such Equipment. (b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to perform its obligations hereunder. (c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time. Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim. (d) At all times during the life of any Lease and as a condition precedent to the continued existence of this Agreement, Lessee covenants that it or the person or entity in charge of preparing and reporting the general books, ledgers and accountings of the Lessee agrees to list and maintain the Lessee's Interest and Sinking Fund on its certified annual financial reports or other accounting statements, books, and ledgers, to deposit into and keep segregated all applicable fees; funds, income, and sources of revenue in the Interest and Sin7cing Fund, in the same manner and from the same sources as said fund is currently listed and reported in the most recent certified annual financial reports and other accounting statements. (e) For so long as any Lease is in effect and as a condition precedent to the continued existence of this Agreement, Lessee additionally covenants that the Lessee will fix, charge, structure, collect, compute, ascertain, and, if applicable and to the extent permitted by law, raise or increase all available ad valorem taxes, based on the latest approved tax rolls of the Lessee, in amounts sufficient to pay all Rental Payments and to pay and perform all other obligations as may be required under this Agreement and each Lease hereunder. (f) Lessee additionally covenants that, for so long as any Lease under this Agreement remains in effect and as a condition precedent to the continued validity and existence of this Agreement,: (i) Lessee will create and maintain the existence of the Interest and Sinking Fund; (ii) said Interest and Sinking Fund shall be maintained at an official depository bank of the Lessee that is kept separate and apart from all other accounts of the Lessee and shall only be used for the payment of Rental Payments and other obligations required under this Agreement; and (iii) Lessee will deposit all required ad valorem taxes as are reasonably necessary to make the Rental Payments and meet al] of the other payment and performance obligations required under this Agreement and any Lease thereunder into the Interest and Sinking Fund. (g) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriations (as may from time to time be necessary), and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may be reasonably requested by Lessor. (h) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such further action as Lessor may from time to time reasonably request in order to cany out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder. (i) Other covenants as may be required by Credit. Section 6.3. Tax Related Representations, Warranties and Covenants. (a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect to each Lease, Lessee makes each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement. (b) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after-tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such after-tax yield to Lessor. ARTICLE VII. INSURANCE AND RISK OF LOSS Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than $1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor may require, including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the Equipment or the applicable Prepayment Price of each Equipment Group. Section 7.2. Workers' Compensation Insurance. If required by State law, Lessee shall carry workers' compensation insurance covering all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage throughout the Lease Terni. Section 7.3. Insurance Requirements. (a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to the delivery of Equipment, Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of all renewals or replacements thereof. (b) Self Insurance. With Lessor's prior consent, Lessee may self-insure the Equipment by means of an adequate insurance fund set aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor. (c) Evidence of Insurance. Lessee shall deliver To Lessor upon acceptance of any Equipment evidence of insurance which complies with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of insurance.in the form of Exhibit G-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self- Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the form of Exhibit G-2 attached hereto, as applicable. Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee; Lessee assumes all risks and liabilities from any cause whatsoever, (except for those caused by Lessor's gross negligence, fraud, or willful misconduct), whether or not covered by insurance, for loss or damage to any Equipment and for injury to or death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable attomeys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to, (a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or judicial decisions of any state or the United States. This provision shall not apply to any gross negligence, fraudulent actions, or willful misconduct committed by Lessor, its officers, employees, and agents. This provision shall survive the termination of this Agreement. Section 7.5. Destruction of Equipment. Lessee shall provide a complete written report to Lessor immediately upon any substantial and material loss, theft, damage or destruction of any Equipment and of any accident involving any Equipment; however, the Lessee shall have an obligation to repair or replace the Equipment following any immaterial or unsubstantial theft, damage, destruction or losses. Lessor may inspect the Equipment at any time and from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair ("Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which course of action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss occurrence, (a) Lessee fails to notify Lessor (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may, at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee' obligation under this Section. ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE Section 8.1. Maintenance of Equipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Equipment and as such, shall be subject to the terms of this Agreement. Section 8.2. Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor, except as expressly limited by this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit, capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Section 83. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE IX. TITLE Section 9.1. Title. During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own the Equipment and by this Agreement and each Lease is mer_ely financing the acquisition of such equipment for Lessee. Lessor has not been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation, use, storage or maintenance of the Equipment. Section 9.2. Security Interest. Lessee hereby grants to Lessor a continuing, first priority se urity interest in and to the Interest and Sinking Fund, all interest, principal and additions thereto and all proceeds thereof and in the Escrow Account (if any) in order to secure Lessee's payment of all Rental Payments and the performance of all other obligations. Lessee hereby authorizes Lessor to prepare and file such financing statements and other such documents to establish and maintain Lessor's valid first lien and perfected security interest; however, the parties agree that such security interest shall be deemed to be effective by the execution of this Agreement along with an Equipment Schedule and, to the extent applicable, an Escrow Agreement. Lessee will join with Lessor in executing such documents and will perform such acts as Lessor may request to establish and maintain Lessor's valid first lien and perfected security interest. Upon tennination of a Lease through exercise of Lessee's option to prepay pursuant to Article V or through payment by Lessee of all Rental Payments and other amounts due with respect to an Equipment Group, Lessor's security interest in such Interest and Sinking Fund and Escrow Account shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor's security interest in such funds and accounts. Section 93. Modification of Equipment. Lessee will not, without the prior written consent of Lessor which shall not be unreasonably withheld, affix or install any accessory equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the Equipment. Section 9.4. Personal Property. Internationally Omitted. ARTICLE X. WARRANTIES Section 10.1. Selection of Equipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales representative to manufacture, deliver or install any Equipment for use by Lessee. Section 10.2. Vendor's Warranties. To the extent any such warranties may inure to the benefit of Lessor (which they should not), Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group, and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee. Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT -ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT. ARTICLE XL ASSIGNMENT AND SUBLEASING Section 11.1. Assignment by Lessor. Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments. Section 11.2. Assignment and Subleasing by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned, subleased, sold, transferred, pledged or mortgaged by Lessee. ARTICLE XIL EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this Agreement and each Lease: (a) Lessee's failure to pay,_within ten (10) days following the due date thereof, any Rental Payment or other amount required to be paid to Lessor. _ (b) Lessee's failure to maintain insurance as.required by Article VII. (c) - With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration. (d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect upon execution of this Agreement or any Equipment Schedule. (e) The occurrence of an Event of Taxability. (1) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to cavy on its governmental functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee. Section 12.2. Remedies on Default. Upon the occurrence of any Event of Default, Lessor shall have the right, at its option and without any further demand or notice to one or more or all of the following remedies: (a) Lessor, with or without terminating this Agreement or any Lease, may, to the extent not prohibited by the laws of the State, declare all Rental Payments immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately due and payable. (b) Lessor, with or without terminating this Agreement or any Lease, may repossess any or all of the Equipment by giving Lessee written notice to deliver such Equipment in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may enter upon Lessee's premises where such Equipment is kept and take possession of such Equipment and charge Lessee for costs incurred, including reasonable attorneys" fees. Lessee hereby expressly waives any damages occasioned by such repossession. If the Equipment or any portion has been destroyed, Lessee shall pay the applicable Prepayment Price of the destroyed Equipment as set forth in the related Payment Schedule. Regardless of the fact that Lessor has taken possession of the Equipment, Lessee shall continue to be responsible for the Rental Payments due. (c) If Lessor tenninates this Agreement and/or any Lease and, in its discretion, takes possession and disposes of any or all of the Equipment, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order. (i) all costs (including, but not limited to, attorneys' fees) incurred in securing possession of the Equipment; (ii) all expenses incurred in completing the disposition; (iii) any sales or transfer taxes; (iv) the applicable Prepayment Prices of the Equipment Groups; and (v) the balance of any Rental Payments owed by Lessee. Any disposition proceeds remaining after the requirements of Clauses (i), (ii), (iii), (iv) and (v) have been met shall be paid to Lessee. (d) Lessor may take any other remedy available, at law or in equity, with respect to such Event of Default, including those requiring Lessee to perform any of its obligations or to pay any moneys due and payable to Lessor and Lessee shall pay the reasonable attorneys' fees and expenses incurred by Lessor in enforcing any remedy hereunder. (e) Each of the foregoing remedies is cumulative and may be enforced separately or concurrently.. Section 123. Return of Equipment: Release of Lessee's Interest. Upon termination of any Lease prior to the payment of all related 9 Rental Payments or the applicable Prepayment Price, or after an Event of Default, Lessee shall, within ten (10) days after such termination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the condition required by Article VIII; (b) if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled, disassembled and crated by an authorized manufacturer's representative or such other service person as is satisfactory to Lessor; and (c) return such Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. if Lessee refuses to return such Equipment in the manner designated, Lessor may repossess the Equipment without demand or notice and without court order or legal process and charge Lessee the costs of such repossession. Upon termination of this Agreement in accordance with Article XII hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and unencumbered legal title and ownership of the Equipment shall pass to Lessor. Lessee shall have no further interest therein. Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equipment. Section 12.4 Late Charge. Lessor shall have the right to require late payment charge for each Rental Payment or any other amount due hereunder which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is only applicable to the extent it does not affect the validity of this Agreement. ARTICLE XIII. MISCELLANEOUS PROVISIONS Section 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form; with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1. Section 13.2. Binding Effect. -This Agreement arid each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to receive Rental Payments under any Lease. Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court .of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section- 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed and delivered by Lessor and Lessee. Section 13.5. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or Clauses hereof. Section 13.6. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any fmancing statement or supplements thereto as may be reasonably required for correcting any inadequate description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal remains, refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of Interest shall be spread through the applicable Lease Tenn so that the Interest is uniform through such term. Section 13.9. Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in no way be construed to be a waiver of such provision. Section 13.10. USA Patriot Act Compliance Notification. Along with all other U.S. Financial institutions, Lessor began complying with Section 326 of the USA Patriot Act effective October I, 2003. Designed to assist the government in preventing the funding of terrorist and money laundering activities, this section of the USA Patriot Act requires the Lessor to know the business and municipal entities that are new to SunTrust Equipment Finance & Leasing Corp. To accomplish this, the Lessor will obtain, verify and record information that identifies business and municipal entities that open new accounts, lease -purchase, or finance equipment or capital improvements with the Lessor. What this means to our Lessee: when you open your account or lease/loan with us, we will ask you for correct and full legal business/municipal name, physical address, taxpayer identification number and other information that will allow the Lessor to verify our Lessee's identity. The information requested may include documents, such as statutes, resolutions, and your 10 charter, Articles of Incorporation, and/or other formative documents as may be reasonable and/or customary for your entity type which will verify the identifying information you are giving the Lessor. 11 EXECUTION PAGE OF MASTER LEASE AGREEMENT LEASE NUMBER IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. CITY OF ROUND ROCK, Lessee By: Name: Owl A/144111W Title: N�hvOr. Date: SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: Name: Donald S. Keough _ Title: Vice President Date: Address: 221 E. Main Address: 300 East Joppa Road, 7th Floor Round Rock, TX 78664-5299 Towson, MD 21286 Telephone: 512/218-5455 Facsimile: 512/218-7028 E-mail address: howardb.round-rock.tx.us 12 Telephone: 410/307-6648 Facsimile: 410/307-6702