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R-11-09-08-10C1 - 9/8/2011RESOLUTION NO. R -11-09-08-10C1 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE -PURCHASE AGREEMENT AND MASTER LEASE - PURCHASE AMENDMENT WITH JP MORGAN CHASE BANK, N.A., LEASE SCHEDULE, SCHEDULE A-1, AND PAYMENT SCHEDULE, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the City of Round Rock, Texas, as Lessee, proposes to enter into a Master Lease - Purchase Agreement with JP Morgan Chase Bank, N.A., as Lessor; and WHEREAS, the principal amount expected to be financed is $1,372,022.76; 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 ("City Council") 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 City Council desires to obtain certain equipment described in Schedule A-1 "Equipment Description" to the Master Lease -Purchase Agreement in an amount not to exceed $1,372,022.76 (collectively the "Lease") with JP Morgan Chase Bank, N.A.; and WHEREAS, the City Council hereby finds and determines that the execution of one or more lease -purchase agreements ("Equipment Leases") in the principal amount not exceeding the amount stated above ("Principal Amount") for the purpose of acquiring the property ("Property") described specifically in the Equipment Leases is appropriate and necessary to the functions and operations of Lessee, and that the Equipment is essential for Lessee to perform its governmental functions; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and 230351/jkg WHEREAS, Lessee proposes to enter into the Lease with JP Morgan Chase Bank, N.A. substantially in the forms presented to the City Council, 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 one or more Equipment Leases in substantially the form set forth in Exhibit A, attached hereto and incorporated herein. 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 Leases are hereby authorized. Section 2. That by a written instrument signed by an Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of Lessee to execute and deliver agreements and documents relating to the Equipment Leases on behalf of Lessee. Section 3. That the aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by Lessee as set forth therein. Section 4. That the terms of the Lease is in the best interests of Lessee for the acquisition of the Equipment. Section 5. That the Lease and the acquisition and financing of the Equipment under the terms and conditions as described in the Lease are hereby approved. The Pledged Revenues and, more specifically, the first position priority pledge of the Interest and Sinking Fund as well as the pledge of and covenant to levy and collect any and all ad valorem taxes in amounts 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. 2 The City Secretary of the above-named Lessee hereby certifies and attests that she has access to the official records of the City Council of Lessee, that the foregoing Resolution was duly adopted by said City Council of Lessee at a meeting of said City Council, and that such Resolution has not been amended or altered and is in full force and effect on the date stated below. C9a4A- . U.WAA- Sara L. White, City Secretary Date Signed: 1 • tj • i 4 Section 6. That the Authorized Representative shall have the power to execute contracts on behalf of Lessee, and that such Authorized Representative is hereby authorized to execute, acknowledge and deliver the Lease with any changes, insertions and omissions therein as may be approved by the City Council's officers who execute the Lease, such approval to be conclusively evidenced by execution and delivery of the Lease. City Secretary of Lessee, and any other officer of Lessee who shall have been granted the power to do so, is authorized to affix the official seal of Lessee to the Lease and to attest the same. Section 7. That this Resolution shall take effect immediately upon its adoption and approval. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 8th day of September, 2011. ATTEST: SARA L. WHITE, City Secretary 3 (ft,g,(41 City of Round Rock, Texas Catrld S -17 S?{ l ✓las A%1 at( - -1 vy N N W F-, N N N N A O iA 1n to LA to in to Vf IA to in C N W A W N N I--, N N CO 91 I--+ N W p • pL44 01 NJ N N l0 N I-4 W 3 V :r N 01 F+ (n N Opi (J7 - • 01 O 1--� l0 A I, O J O O O O O O O O O L A in IA iA -UT V? iA i/f to to iA 111 V7 I--, W I..., 03 N 00 A :� N N N p l!+ (!i 0 I-- , 1.▪ 1•1tN001 O O Fes.. 00 A O a) 0 0 0b Ob 0 O0 0 0 0 0 N N N N N N N N N N 00000000000 N N N N N N 1-s 0 F+ 1-s F+ N I -s I -s F+ 1-s N T 0 0- X X rD 0. 0 aoyej. 1910JAallp euop!A unnwp prod O o 7- O • 0 ▪ 0 o (D O 'O O < O. d 7 d i TONO X a:°Q UV; /DM 0 roo o n IID a vn F s " E .: (D Q` a 0 X K O 27 CD CI) CD N 01 ▪ n OS Iv o, vs Q (D • U 0 0 c c D c.3 w n 0 rp o_ fn V T -0 0 -0 V -0-0 T N V O R' 0 0 0 0 0 0 (D 0 (D co (DD (OD ((DD ((DD (D ((DD co ro .-1.fmD Total Amount Description VEHICLES AND EQUIPMENT INCLUDED IN 2011 LEASE PROGRAM CHASE 3PMORGAN CHASE BANK, N.A. Mall Code OH1-1085 1111 Polaris Parkway, Suite 3-A Columbus, 01-1 43240-2050 August 23, 2011 CITY OF ROUND ROCK Attn: Purchasing Director '221 East Main Round Rock, TX 78664 Dear Mr. Baker: Enclosed you will find the documents necessary to complete your transaction with JPMORGAN CHASE BANK, N.A. ("JPM"). These documents have been completed as of 08/23/2011, and reflect the pricing, terms and conditions of the transaction as of this date. Please be advised that JPM reserves the right to adjust pricing in order to maintain JPM's anticipated economic return as a result of material adverse changes in money markets and capital markets up to the date of final funding. • Master Lease Purchase Agreement, and the Master Lease Purchase Amendment regarding Financial Reporting Requirements - These documents constitute the main agreement for this and future Schedules. Please have your Authorized Signer sign and record his/her title on each document. • Lease Schedule, Schedule A-1, and Pavment Schedule - These are specific documents for the current financing and detail the Schedule terms and conditions, describe the equipment and state the repayment terms. Please have your Authorized Signer sign and record his/her title on each form. • Texas Schedule Addendum, Vehicle Schedule Addendum, and the Prepayment Schedule Addendum - These are specific documents for the current financing and detail any additional terms and conditions related to the Schedule. Please have your Authorized Signer sign and record his/her title on each form. • Resolution and Declaration of Official Intent - Your governing board passed a resolution. It is included for reference. • Certificate of Authorization & Incumbency with copy of Board Minutes -. The Certificate of Authorization & Incumbency provides for the specimen signatures of the Authorized Signer(s) and a certification of the Resolution. • Opinion of Counsel - Please have your counsel review the documents as soon as possible, and prepare an Opinion of Counsel letter on their letterhead addressed to 3PMORGAN CHASE BANK, N.A. A sample of an Opinion of Counsel letter that will satisfy ]PMORGAN CHASE BANK, N.A. is enclosed. • Proceeds Disbursement Authorization - This form directs the funding payment. Please ask the Authorized Signer to sign and indicate their title where Indicated. • Proof of Payment - One proof of vendor payment is needed from Phiipott Motors for check #131470. JPM will call the vendor next to verify payment, as the check has not yet cleared the bank. • IRS Form 8038/G - This form is required for IRS reporting of a tax-exempt financing. Please complete and sign the IRS 8038-G as part of the funding requirements. A copy is included. You may access the IRS website to obtain the form and instructions. If you want JPMorgan Chase Bank to file the form, please include the completed and executed form with your executed documents. If you will file the form, please include a copy of the completed and executed form IRS 8038-G with your executed documents. Also, we request written notification of your filing with the IRS with the documentation package. • Auto Debit Form - If you wish for payments to be automatically deducted from an existing checking account, please provide the requisite account information and sign. For funding, please return your lease documents, along with your original signed Opinion Letter, via over night delivery, to JPMORGAN CHASE BANK, N.A., Mail Code OH1-1085, 1111 Polaris Parkway, Suite A3, Columbus, OH 43240. If using UPS as your service provider, please consider using our account # 03X 7W1 We request the executed documents be received one full business day before the anticipated funding date. Documents received after the anticipated funding date, could require some revisions prior to funding. We would like to thank you for choosing JPMORGAN CHASE BANK, N.A. to assist with your equipment financing. We appreciate your business and welcome the opportunity to work with you. PLEASE MAKE A COPY OF THE DOCUMENTS FOR YOUR RECORDS. If you would like to receive a copy of the signature pages post closing, please notify your Documentation Specialist of your request. Your payments will be due as set forth in the Lease Schedule. You will be receiving an invoice for the above referenced account at: 221 East Main Round Rock, TX 78664 If you decide to enroll in the Automated Bill Payment your payments will be debited on the due date of your payment, beginning with your first payment. Payments debited will include your normally scheduled payment plus any applicable sales tax and assessments. If you have any questions, concerns, or if 1 can be of assistance, please feel free to call me. I can be reached at 1-800-678-2601 or (614) 213-1557 from 8:00 a.m. through 5:00 p.m. ET Monday through Friday. 111 be happy to help you. Sincerely, W Mary Heubach Documentation Specialist CHASE MASTER LEASE-PURCHASEAGREEMENT Dated As of: ;SEPTEMBER 22,:201I. Lessee: CITY OF ROUND ROCK This Master Lease -Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to t>}ne be=;amended, modified or. supplemented ("Master Lease") is made and entered by and between JPMORGAN CHASE BANK, N.A., ("Lessor") writhe lessee identified above ("Lessee" .. 1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee, agrees to lease from Lessor, all Equipment described in each Schedule signed from tune to tme by Lessee and Lessor: 2, CERTAIN DEFINITIONS. All terms defined in the Lease are equally applleable to both the singular and plural form of sueh terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders€ attachments, certificates and exhibits thereto,,as the same may from time tot time be amended, modified or supplemented. Lessee anti, Lessor agree that each Schedule. (except as expressly provided in said Schedule) incorporates by reference:: all of the teens and conditions of the Master Lease. (b) "Lease" means any one Schedule and this Master Lease as incorporated. into said Schedule. (c) "Equipment" means the property described in each Schedule,together with all attachments, additions, accessions, parts, repairs, improvements, refrlacenrents and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of arty person, 3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and 'performance in full of all of Lessee's obligations under; the Lease. 4, RENT PAYMENTS, 4.1 For each Lease, Lessee agrees to pay to Lessor therent payinents in the amounts and at the tunes as set forth in the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the. Payment Schedule. Lessee acknowledges that its obligation to pay Rent :Payments including: interest therein accrues as of the Accrual. Date stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until Lesser accepts the Equipment under the Lease or the parties execute an escrow agreement. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the officer of Lessor (or such other place as Lessor may designate from time to time in writing). 4.2 If Lessor receives any payment from Lessee later than ten (1p) days from the due date, Lessee shall pay Lessor on demand as a late charge five per cent. (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION b HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACII LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. 5. DELIVERY; ACCEPTANCE;I+UNDING CONDITIONS. 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the. Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto. 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational, Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable' Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule ("Purchase. Price') to the applicable Supplier. Page 1 of 6 5.3 Lessor shall have no obligation to pay any Purchase Price unless ell reasonable conditions established by Lessor ("Funding Conditions") have been: satisfied, including„ without; limitation,the following. (a) Lessee has signed and delivered the Schedule and. its Payment Schedule; (b) no: Event of Default shall have occurred and be continuing; (c) no. material adverse change shall have occurred in the; Internal Revenue. Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is, free and clear of any Liens (except Lessor's Liens); (f) all representations of Lessee: in the Lease remain true, accurate and complete; and (g)'Lessor has received" all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease; (2) anopinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code.(UCC) financing statements; (5) Copies : of resolutions by Lessee's govemingbody authorizing the Lease" and incumbency certificates for the persons) who wiil sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without timitatton. IRS Form $038G or 8038GC) as Lessor may request; and (7) such ether documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 6. TERMINATION FOR GOVERNMENTAL. NON -APPROPRIATIONS, 6.1 For each Lease, Lessee representsand warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to Such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if fiords are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for such fiscal year; provided, that Lessee's governing body retains authority to approve or reject any such budget request. All Rent Payments shall be payable out of the general funds of Lessee or out Of other funds legally appropriated therefor, Lessor agrees that no Lease will be a general obligation of' Lessee and no Lease shall constitute a pledge Of either the, full faith and credit of Lessee or the taxing power of Lessee. 6.2 If Lessee's governing body fails; to appropriate sufficient funds in any fiscal year for Rent Payments or other payrnents' due under a Lease and if other funds. are not legally > appropriated far such payments, then a "Non -Appropriation Event" shall be deeined to have occurred. If a Non -Appropriation. Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non - Appropriation Event and provide written evidenceof such failure by Lessee's governing body; (b) on the Return Date, Lessee shalt return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, inaccordance with Section 21 hereof; and (e) the affected Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made for, the Rent Payments' due under a Lease. 7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of" Equipment and has nb liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor. 8. TITLE; SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee; subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof 8.2 As collateral security for the Secured Obligations, Lessee hereby, grants to Lessor a first priority security interest in any. and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to Page 2 of 6 Lesser alt documents to evidence at<d perfect;such security intinetuding, without limitation:I1CC finencingstatements and any atnendnientS thereto, 11.3 "Secured Obligations" Means Lessees obligations to pay all Rent Payments and all other amounts -due and payables under all 'present and future' Leases and to. perforin andobserve all eevenants; agreements and conditions (direct 'or `:indirect absoh]te or contingent, due Or to become due; erekisting.or hereafter arising)'of Lessee under -all present and future Leases: 9, PERSONAL PROPERTY. All Equipment is and will remain: personal property and will not be •deemed to be affixed ox attached to real .estate orany building the eon;: 10. MAINTENANCE OPERATION; Lessee agrees it shall, at its sole expense; (a) repairand maintain all Equipment in good:: condition and working order -and supply and install all replaoetnentparts or other devices when required to so maintain the Equipment, or when required by .applicable law' or regulation, which parts or devices shall automatically become part, of the Equipment. and (6}, use and operate;alt Equipment in.a Careful manner in the manna course of its operations and.enly for the purposes for which it was:. designed lit -accordance With the manufacturers warranty requirements, and comply with: all laws and regulations relating to the- ur anent. IfEquipment `p any Eq "pm:~nf ts: eustornarily coverttd by'a ritaintepance agreement, Lessee will furnish Lessor with a mairittnancm; agreement by a- party reasonably .Satisfactory to Lesson No maintenance er other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessoda prior, written consent: unless the .Improvements may bereadily removed without damage to the operation, valee or utility of such Equipment+, but, any such Improvements not: reilroved prior to the termination of the applicable Leaseshall automatically'become part• oftthe Equipment. 11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its Permanent base will not be changed from, the Location without Lessor's prior written 'consent which will not be unreasonably withheld. Upon reasonable; notice to Lessee, Lessor may enter the Location or elsewhere during norma] business hours to inspect ;the Equipment. 1.2. LIENS,, SUBLEASES AND TAXES,: 12.1 Lessee shall keep all Equipment free and clear of all Liens exceftt those Liens created under its Lease. Lessee.sball not sublet or lend any Equipment or permit it to be used by anyone ether than Lessee or Lessee's. employees. 122 Lessee shall pay:' when due all Taxes Which may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease: or upon any Rent Payments or any other payments due under any Lease: If Lessee fails to pay such Taxeswhen due, Lessor shall have thexight, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes`' means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, withqutlimitation (a) sales, use, excise, licensing, registration, titling, grossreceipts, stamp and personal property taxes,. and (b) interest, penalties or fines on any of the:foregoing. 13...RISK .OF LOSS. 13.1 Lessee bears the entire risk of loss, theft, damage or destruction: of; any Equipment in whole or in part from any reason whatsoever ("Casualty Loss"): No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13. 132 If aCasualty Loss occurs,to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same. 13:3 If' Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"), then Lesseeshall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment under the applicable. Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering thereplacement equipment or (b) on earlier of 60 days after the Casualty Loss or thenext scheduled Rent Payment date, pay Lessor (i) ail amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through such date plus (ii) an amount equal to the Termination Value as of the Rent Payment date (or lithe Casualty Loss payment is due between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set forth in the Payment Schedule to the applicable Lease If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule. Page 3 of 6 11.4 To the extent not Prohibited by Stateless; Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all Clainla, liabliitlea,Proceedings„ actions, expenses (including reasonable attorney's fees), damages or losses arising under or related 10 any Etptipment, tieladleg, but not limited to, the possession, ownership, lease, use or operation thereof: These Obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, process* P, actions, expenses (including attomey's fees), dainages, or losses Which arise directly from aVenta occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise, directly from the gross negligence or willful misconduct of Laser. 14. INSURANCE, 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insuredagainst all Casualty Losses for an amount not less than the Termination Value of the Equipment. Proceeds of any such ins -trance ceveringtlarnage or loss ()rimy Equipment stall be payable to Lesser as loss payee. (6) Lessee at its sole expense shall at MI times carry public liability and third party property damage, insurance in amounts reasonably satisfactory 10 Lessor protecting Lessee and Lessor front liabilities for injuriti to persona and damages 10 property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall bes payable first to I,essor as additional insured to the extent of its liability, and then to Lessee. 142 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Logos satisfactory evidence of required insurance coverage and all renewals and replacements thereof Each instruct policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation Ouch policy and will require that Lessor's interests remaininsured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right ofcontribution from insurance which may be maintained by Lessor. 15. PREPAYMENT OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as thertis no Event of Default then existing, Lessee shall have the option to prepayment Lessee's obligations under a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) far such Lease phis the Termination Wile amount set forth on the paymentlolledule.to.auch Lease for such date. Upon satisfaction by 1,essee of such prepayment conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS -IS, WHERE -IS", without representation Or warranty, by Lessor,-expreaaor implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee, hereby represents and warrants to Lessor thm: (a) Lessee- has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the I ease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Leese is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including but not limited to, all open meeting; public bidding and property acquisition laws) and all , applicable , judgments and court orders; (d) the execution, 'delivery and performance by Lessee of its -obligations under the Lease will not result in a breach or violation Of, nor constitute a default under, any agreetnent, lease or other instrument to which Lessee is a party or by which l,essee's properties may be bound or affected; (e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision thereof, as referred re in Section 103 ofthe Code, and Lessee's obligation under the Lease constitutes an enforceable obligatiem issued on behalf of a state or a political subdivision thereof. 17, TAX COVENANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirentents of Section 149(a) and Section 149(e) of the Code, as the same may be amended lion time to tittle, and such compliance shall include, but not be limited to, executing and filing Intense]. Revenue Form lona or $038GC, as the case may be, and any other information statements reasonably requested by Lessor; (b) Lessee shall not do (or eause to be done) any act which will cause, or by omission of any act allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, theinterest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code. 18, ASSIGNIVIENT. 1$.1 Lessee shall not assign, transfer, pledge, hypothecate, nor giant any Lien on, nor otherwise.dispose of, any Lease or any Equipment or any interest in any Lease or Equipment. Page 4 of 6 18.2 Low may assign its rights, title and interest in and re: any Lease:or any Equipment, mid/or may grant or -assign a Security interest in any Lease and its, Equipment, in whole or in part, to any party at anytime. Any such assignee or lienholder (an "Assignee") shall have ail bitty -rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER, SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR, Unless otherwise agreed. by Lessee in writing, any such assignment transaction shall net release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment 'of any of Lessees right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written hotiee,Of astignmentWhielt discloses the name and address deathWelt Assignee; provided, that such notice„.from Lessor to of any asSignmout shall net be so required if Lessor assigns a Lease to JPMQROAN CHASE 4 CO. any of its direct Or indirect subsidiaries'. Lessee shall keep a complete and accurate record of all such assignments in the term necessary to comply with Section 149(a) bf the Code and for such purpose. Lessee, hereby appoints Lesser or Lessor's designee) as the book entry and registration agent to keep a complete and accurate record of any and all assignments Of any Lease. Lessee agrees to acknowledge in Writing any Such assignments ifsorequetted. 18:3 Each Assignee Of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8".3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non -Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non. Assigned Lease or any Equipment covered by any Non -Assigned Lease and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned, to a single Assignee pursuant to a written agreement; and "Non -Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with The terms of the Lease, and any such failure continues for ten (10) days after the due date thereof (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perfonn or observe any other covenant. condition or agreement to he performed or observed by it under the Lease and such %Hare is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connettion therewith proves at any time to have been false, Misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of ail or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (t) Lessee shall be in default under any other Lease or under any other financing agreement executed at any time with Lessor. 20. REMEDIES. Harty Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies: (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under alt Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with Interest •on such amounts at the rate of twelve percent (12%) per annum (but not to exceed the highest rate permitted by applicable law) from the date of Lessor's demand for such payment; (b) Lessor may require Lessee to promptly return all Equipment under all or any of the Leases to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equiptnent is located and repossess any Equipment without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession; (c) Lessor may sell, lease or otherwise dispose of any Equipment under all or any oldie Leases, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or Page 5 of 6 (t)" Lessor mey:fequtreLcSSee to pay (acrd Lessee agrees that it shall pay) all out -et -pocket costs and expenses incurred by i Lessor as a result (directly or ndirectly) of the Event cif ,I)efault and/or of Lessor's actions under this section, including; without' limitation, any attorney :fes and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Egwpment. None 'of the above remedies is: elusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's: exercise atone or more;reniedfes shall not preclude its exercise af any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lca$e shall opereteas,a waiver thereof;, nor as an acquiescence in any default, nor shall any sitigle":or' partial, exercise:of any remedy preclude any other exercise thereof or the exercise of any ori er remedy. 21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant` to Sections 6 or. 20 et this Master Lease, to obtain possession of arty Equip1ent or if Lessee is obligated at any to return any, Equipment, then(a) title to the Equipment. shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall,aat itsbseleexpense and risk, immediately de -install,. disassemble,,. pack, crate, insure and return the Temipment to Lessor flail nit accordance with applicable industry standards) et any location in the continental United States selected by Lessor. Such Egwpmeit Shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper useexcepted), shall be In good operating order and maintenance: as required by the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and shall comply wither' applicable laws and: regulations. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force,and effectineluding, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to exec -meant' deliver; to Lessor all documents reasonably requested by -Lessor to evidence this transfer of legal and beneficial- title to such Equipment to Lessor and to evidence the termination of Lessees interest in such Equipment: 22. LAW GOVERNING. Each Lease shall be governed by the laws of the state ofwhere Lessee is located (the "State"). 23 NOTICES-AII notices td -be given under any Lease shall be made in writingand either personally delivered or mailed by regular lir certified mail or sent by an overnight courier ,delivery company to the other party at its address set forth herein or at such address as the party may provide in writing`from time"to time. Any such notices shall be deemed to have been received five (5) days subsequent to"nailing: 24, FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee during any Lease Terni, Lessee wilt deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee. - 25.. SECTION HEADINGS. Ml. section headings contained herein or in any Schedule are for convenience of reference only and d not define or limit the scope of any provision of any Lease: 26 EXECUTION IN "COUNTERPARTS,: Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument If more than one counterpart of each Schedule Lc' executed by Lessee and Lessor, then only one may be;rnarked "Lessor's Original" by Lessor. A security interestin any Schedule may be -created through transfer and possession only of the sole -original of saki Schedule if there is only one original, or the counterpart marked "Lesson's Original" if there are multiple counterparts -of said Schedule. 27, ENTIRE AGREEMENT; WRITTEN AMENDMENTS'.. Each Lease, together with the exhibits, schedules and: addenda. attached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall net be modified, amended, altered, or changed except with the written consent of Lessee and Lessor.. Any provision of any Lease found tar be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. CITY OF ROUND ROCK (Lessee) JPMORGAN CHASE BANK. N.A. (Lessor) By: By; Title: Title:Authorized Officer Page 6 of 6' MASTER LEASE -PURCHASE AMENDMENT (Finsinisial Reporting Modifications) Dated: S$PTEMBER 4101.1 Master Lease-PnrcbaStrAgreementdated: SEPTEMBER 1011. Lee: CITY OF ROUND ROC( Reference is made, to. the above Master Lease -Purchase Agreement together with .all previous addenda amendments,, supplements anti Modifications thereto (collectively, the 'Master Lease") by and between IPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"): Thfs Amendment aitienda and Modifies the terms and eonditionsl of the ivlaster.Le„asee and is hereby made a part, of the Master Lease, Unless -otherwise defined herein, eapitatizedtertns defined in Me. Master Lease shalt have the same meaning whin used herein: NOW, THEREFORE, as part of the valuable consideration to induce the execution of Lease Schedules, Lessor and Lessee hereby agree to, amend the Master Lease as follows:. 1. FINANCIAL INFORMATION, In addition to all other "requirements of the Master Lease with respect to delivery of financial information, Lessee agrees to deliver"to Lessor the -annual audited financial infortnation for Lessee no later than IVY days atter the"end of each fiscal year of Lessee. 2: GENNERAL. Except as expressly amended by this Amendment and other modifications signed by Lessor and Lessee, the Master Lease remains unchanged and in full force: and effect The rinidificationss made, pursuant to :this Amendment shall apply to all existing, and future -.Lease Schedules under the Master Lease: IN WITNESSWHEREOF, the parties hereto have executed this Amendment as of the date first. referenced above. CITY OF'ROUND ROCK. JPMORGAN CHASE BANK, N.A. (Lessee) (Lessor). By: By i it1e Title: Authorized Officer (Financial Reporting -Master Lease Arndt v1) CHASE 0 LEASESCHEDIILE Datedatoh, SEPTEMBER U, /011 Lease No.: 1000135360 This. Lease Schedule; together with its Payment Schedule, is attached and made a part of the Master Lease -Purchase Agreement described bele* (Waste Teasel- between the Lessee and Lessor named below. All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein,, capitalized terms defined in the Master Lease will have the same meaning when used Master Lease -Purchase Agreement dated sErremsEn 22,2011. A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A -I attached hereto and made a part hereof, B. EQUIPMENT LOCATION: See Attached Schedule A -I C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, -LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL. EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS ANI) SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS, IYHERE-1S"; AND (51) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE D. ESSENTIAL USEt CURRENT INTENT OF LESSEE: Lessee represents and agrees that the ttse orthe Equipment is essential to Lessee's proper; efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions Contistent With the permissible scope of its authority. Lessee currently intends for the hill Lease Tenn: to use the EquOtnettt. E RENTAL PAYMENTS, LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the commencement date thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this Lease Schedule. F. RE -AFFIRMATION OF THE MASTER LEASE: Lessee hereby re -affirms all of its representations, warranties and obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments its disclairners in Section 7 thereof and its representations in Section 16 thereof). GMODIFICATION TO MASTER LEASE: Solely for the purposes of this Lea$e Schedule, (1) Seetion 8 of the Master Lease is modified to read in its 'entirety as follows; "8. TITLE Upon Lessees acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee" (ii) Section 14 ofthe Master Lease is deleted. H. TAX LEVY: Solely for purposes of this Lease Schedule, the terms and conditions of Sections 6.1 and 62 of the Master Leage are deleted and shall have no affect on this Lease Schedule A special Interest and Sinking Fund ("interest and Sinking Fund") is hereby created solely for the benefit of this Lease Schedule and the Interest and Sinking Fund shall be established and maintained by Lessee at an official depository bank of Lessee The Interest and Sinking Fund shall be kept separate and apart from ail other funds and accounts of Lessee and shall be used only for paying the interest on, and the principal of, this Lease Schedule All ad valorem taxes levied and collected for and on account of this Lease Schedule shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while this Lease Schedule or any principal or interest thereon are outstanding and unpaid, the governing body of Lessee shall compute and ascertain a rate and amount of ad valorem tax money required to pay the interest on this Lease Schedule as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of this. Lease Schedule as such principal becomes due (but never less than 2% each year) and said tax shall be based on Page 1of2 the latest approved tax roll of Lessee with full allowance made for tax delhumeocies and the cost of tax collection. So long as any part of Lessee's obligations under this Lease Schedule remain. unfulfilled, Lessee tePreeents, warrants ant) covenant!! that: (a) nothing in this Lease Schedule shall cause it to be deemed en "arbitrage bond' within the,meaning established by Section 148 of the Code and its regulations; (b) Lessee shall keep and retain adequate records in accordance with the Code and its regulations relating to arbitrage matters; and (c) Lessee shall comply with all of the requirements of the Code and its regulations relating to the rebate of arbitrage profit to the United States Or America (including. without limitadort,: Section 148(t) 'of the Code) and will rebate to the United States of America all arbitrage profit required thereby. Equipment/1350fmk Acceptance Date: 26 CITY OF ROUND ROCK JPIVIORGAN CHASE BANK, N.A. (Lessee) (Least* By: Title: Title: Authorized Officer Page.2 of 2 SCHEDULE A-1 EqUiPriionlOthiCriptiOn Lease SChedule No. 1000135360 dated SEPTEMBER' 22;2011 The. Equipment described below inatideS all attachments, additions, accessions„ parts, repairst improvements, reniacernents and substitutiOns thereto. Equipment•LoOalions: A. Pierce Pumper 81 F550 Skid Steerthaders c Vehieles: 203 Corntrerce- Street, ,913.L.Uther Petersen2701 Mays Central Fire Station Round R9ck. TX 78664 Police Dept. Round Rock, TX 78664 Round Rock, TX 78664 Equipment DeseliptioM TITLED AND NON -TITLED EttUIPMENT DESCRIBED AS: VENDOR PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTQRS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS ROOEQUIP CO. ROO EQUIP. CO PHILPOTT MOTORS PHILPOTT MOTORS INV.* or DATE. 230661 230679. 230689 230690 230769 230772 230770 230771 • 230651 230652 E01949 E01950 229460 229461 PHILPOTT MOTORS 230383 PHILPOTT MOTORS 230382 JONES TRAILER CO. SIDDONS FIRE APP. PHILPOTT MOTORS PHILPOTT MOTORS CALDWELL CNTCHEVY DALLAS DODGE CHRY, GRANDE TRUCK CNTR. CALDWELL CNT.CHEVY CALDWELL CNT.CH 13305 02.162011 229935 230168 136338364 06.16.20t1 110435 6R359934 BR359582 This Schedule A-1 is attached to the Schedule. CITY OF ROUND ROCK ( Lessee) By: Title: INV. ANINT $38,42192 382292 638,42Z 92 e38,422.92 838,422 92 $36,422,92 $313,422,92 $38;422.92. "538,422.92 836,42242 634,799,00 83479900 szsAte.qa •$25,918,40 $2t,685.90 821,655.90 332,452.80 5506,127.96 $17,431.00 $17,176.00 $14,047.00 $16,767.00 6105,472.00 $37,726.00 $37,726.00 Lease Schedule DESCRIPTION. 2011 FORD CROWN VICTORIA. FORD.CROVVNVICTORIA 2011 FORD CROWN VICTORIA 2011 FORD CROWN VICTORIA FORD CROWN VICTORIA 2,011 FORD CROWN VICTORIA 20i1 FORD CROWN VICTORIA 201 FORD GROVvN VICTORIA .2911 FORD: CROWNVICTORIA. 2011 FORD CROWN ViCTORIA JD SKID STEER" LOADER JD.sKip.STEERLOADER 2011 FORDEPT LL. la 2011 PoFtb tnti 1/2 2011 FORD PK 3/4 5250 CABA CHASSIS 2011 FORD PK 3(4P250 CAB CHASSIS (2) CliA8Ste MOUNT ANIMAL CONTROL, UNITS 2011 PIERCE FIRE TRK/PUMPER 2011 FORD EOGE SUV 2011 FORD EXPLORER SUV 2011 CHEVROLET EQUINOX SUV 2011 JEEP GRAND CHEROKEE SUV 2011 FORD F550 PK 2011 CHEVY TAHOE SUV 2011 CHEVY TAHOE SUV VIN or SIN 2FABP78V3BX169204 2FA8P7BV3BX169199 2FABP7BV6I3X169200 2FABP7BV713X169206 2FABP7BV28./(169209 2FABP7I5V5BX169205 2FABP7BV0EIX169208 2FABP7BV9I3X169207 2FABP713VXBX169202 2FABP78V1BX169203 1703321MA130201343 1T0332DJCB0201509 1FIVUU1F57BEF31375 1FMJUI F51BEF31372 1FD7X2A6313EC75498 FD7X2A61BEC75497 Mounted on the (2) Ford F250s 4p1CJO1A8BA011625 2FMDK3GC3BBB30073 1FMHK7B8113GA69844 2CNALBEC5B6338364 1J4RS4GGIBC705820 iFuDF5HT1BEE180098 1GNLC2E06BR359934 1GNLC2E018R359582 or a Receipt Certificate/Payment Request relating to the. Lease JPMORGAN CHASE BANK. N.A. (Lessor) By: Title: Authorized Officer SCHEDULE A-1 Equipinent-DerStiiption l_ease Scherkee No.:1000130360 dated -SEPTEMBER 2; 2011 The:Equipmentdeecribed‘t40# includes all attachments. additf0Par =Cessions, pans, repairs, improvements, replacements and 0ubstituttons thereto. Equipment Locations: A. Pierce Pumper & F550 B. Skid Steer Loaders C. Vehicles: 203 Commerce Street 913 LutherPeterson 701 Mays Central Fire Station Round Rock, TX 78664 Polka Dept. Round Rock., TX 78664 Round Rock, TX 78664 EqVIpMent DescrIPOOM TIT•(..E0 AND -NON -TITLED EQUINENT DESCRIBED. AS.: LI/WEU. CNT.CHEVY 8R360489, $37,728.00 2011 CHEVY TAHOE SUV 1GNLC2E058R360480 TOTAL 21,372,022,78 Expected Equipment Purchase Price $1,37Z022.76 Down Payrnent N/A Net Amount Financed $1,27;022,70 This -Schedule A-1 Is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease Schedule. CITY OF ROUND ROCK JPMORGAN CHASE BANK. N.A. (Lessee).(Lessor) By: By: Title: Title: Authorized Officer PAYMENTSCHEOULE This payment Schedule t attached and made a part of the Lease Schedule identified below which is part of the, MastoLease-PurchasaAgreement identified therein,All of which are between the Lesseeand Lessor nained below. LeaseSchedule No.1000135360 Dated SEPTEMBER 22, 20 a Amami. Date'. Amount Rearmed: Interest Rate: Rent Number 1 2 3 4 6 Rent Date 3/22/2012 9/22/2012 3/22/2013 9/22/2013 3/22/2014 9/22/2014 SEPTEMBER•22, 2011 $1,373,022.76 1.3400% per annum Rent Interest Payment Portion $234,062.62 $9,19155 $234,06162 $7,685.92 $234,062.62 $6,169.20 $234,062.62 $4,64231 $234,062.62 $3,105.20 $234,062.62 $1,557.78 totals $1,404,375.72 $32,352.96 art OF ROUND ROCK (Lessee) By: ThIe Prindpal Portion $224,870.07 $226,376.70 $227,893.42 $229,420.31 $230,957.42 $232,504.84 $1,372,022.76 Principal Balance $1,147,152,69 $920,775.99 $692,882.57 $463,462.26 $232,504.84 $o.00 JPMORGAN CHASE BANK KA. (Lessor) By: Title: Authorized Officer Termination Value $1,147,152.69 $920,775.99- $692,882.57 $463,462.26 $232,504.84 $0.00 CHASE TEXAS LEASE SCHEDULE ADDENIWM.. (Local Government) Dated: SEPTEMBER 22, 2011 Lease: Schedule Not 1000135360 Lessees CITY OF ROUND ROCK I eference is made -to the above Lease Schedule ("Schedule") and, to the Master Lease-PurchassR.Agreernent ("Master Lease"}: identified in the Schedule, which are by and between JPMORCAN CHASE BANK, MA, ("Lessor") and the above lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease,; but only to 'the extent that the Master Lease relates to the Schedule This Schedule Addendum amerids'and supplements the terms and conditions of the. Lease. Unless otherwise defined. herein, capitalized terms defined in the Lease shall have the: same meaning whenused herein. Solely far purposes of the Schedule,; Lessor and Lessee agree as follows: NOW THEREFORE, solely for purposes of the Lease, Lessor and Lessee hereby agree as follows: DECLARATION O.F. PERSONAL PROPERTY FINANCING. (a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQ[IIPMENT SHALL CONSTITUTE PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE .DEEMED, OR IDENTIFIED AS, ANY OF THE FOLLOWING: REAL PROPERTY; AN IMPROVEMENT ON ANY REAL ,PROPERTY; A PERMANENT BUILDING OR STRUCTURE ON ANY REAL PROPERTY; OR. A FIXTURE ON ANY REAL PROPERTY, Lessee represents and warrants to Lessor that the Equipment is personal property and that the Equipment is not. any of the following: real property,, an improvement on any real property; a' permanent buildrng or structure on any real property; or a fixture on any real property. Upon Lessor's written request, Lessee shall furnish to Lessor a certificate executed by an independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineerorarchitect certifies that the Equipment is relocatable or transportable and will remain personal property.. Without limiting the generality of the representations in the Master Lett as it applies to the Lease, Lessee represents and warrants to Lessor that the Lease complies with allapplicable provisions of the laws of the Stateof Texas, including, without limitation, all applicable public finance laws of the State. of Texas. 2. NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that (a) unless otherwise agreed by Lessee in writing, Lessor will not create or sell fractional interestsin the Lease or participation interests in the Lease, (h) if Lessor sells or assigns its rights in the Lease, then, unless otherwise agreed by Lessee in writing,, such sale or assignment shall be of an undivided. interest in all of Lessor's right, title and interest in the Lease to a single purchaser or assignee; and (c) if Lessee: consents. to the creation or sale of any fractional interestsin the Lease or any participation interests in the Lease, Lessor agrees that such transaction shall comply with applicable State and federal law. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in fish force andeffect. (b) (c) (RRTX 5360 08,12.2011) Page 1 aft IN WITNESS WHEREOF, the paifiet hereto, have executed this, Adddidurn'as'of the date first written *eve. CITY OF ROUND ROCK PIVIORGAN CHASE BANK, N.A- (Lessee) (Lessot) By By: Title: Authorized Officer (RRTX135360 O8.12.2011) Page 2 of 2 CHASE 0 VEHICLE,SCHEDULlE ADDENIBLIM Dated As oft SEPTEMBER 22, 2411 Lease Seheduk Net" 1000135360 Leasee: CITY OF ROUND ROCK Referenee is Made' to the abO*6 Leastieliedule ("Schedule)to the. Mester Lease -Purchase Agreement identifie4 In the SchedUle ("Master Lease") by and between JPMORGAN CHASE RANK, N A ("LeSsce) and the above lessee ("Lessee), This 4ldclertthMil-- arneiids and modifies thetents and 'Conditions' of Schedule and is hereby made a part OEM; Schedule, HMOs otherwise derided:. -herein, capitalized terniadefinedintheIVIaSter thestane meaning'vvhen used herein, NOW, THEREFORE, as part ofthevaluable'Corisideratiort to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend theSeliedtde as 1. In the event that any unit of Equipment covered by the' $ehatitne is a vehicle or trailer under applicable state law, then the following provisions shall also apply to the Schedule: (a) Lessee shall furnish and pennit only duly licensed, trained, safe and qualified drivers to operate anysuch unit or Equipment, and such drhters shall be agents a Lessee and shall not be agents of Lessor; and (b) Lessee. shall cause mit uell unit of Equipment tp be duly registered and licensed as required by applimbio State law with Lesser noted as lieitholder and Lessee as owner. 2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. CITY OF ROUND ROCK JPMORGAN CHASE BANK, N.A. (Lessee) (Lessor) By: By: Title-. Title:Authorized Officer (RRTX 135360 08.23.2011) PREPAYMENT SCI1EDLILE ADDENDUM (Step Down Premium) Dated M Of SEPTEIVIBER 22,2011 Lease Schedule No, 1000135360 Lessee:, CITY OF ROUND ROCK Reference is Made to the above Lease Schedule (Schedule) and to the Master Lease -Purchase Agreement (Master Lease) identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. (Lessor) and the above lessee ("Lessee). As used herein: "Lease shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the, Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows: 1. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so long as Lessee gives Lessor at least 20 days prior written notice. (the "Notice Perlocr), Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment pato following the Notice Period the total of the following (the 'Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; 'Otis (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date ("Principal Balance); plus (4) a prepayment premium equal to the product of the applicable Prepayment Percentage set forth below and the, Principal Balance as of the applicable Prepayment Date set forth below: ,• Front the Commencement Date of the Schedule through the final Rent Payment due date of the Schedule, the Prepayment Percentage is 1%, 2. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisiens of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this Addendum and other Instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above. CITY OF ROUND ROCK (Lessee) By: Title: JPMORGAN CHASE BANK. N.A. (Lessor) By: Title: Authorized Officer (prepay-muni-step..down premium 12.06) Page 1 RESOLUTION NO. R -10-10-14-9E9 WHEREAS, the City of Round •Rock, Texas (the Issue') is a• home -rule City of the State of Texas. and WHEREAS, the Issuer expects to pay expenditures in connection with acquiring °Wain Vettiolea att eqUipMent (the "Property") prier to the issuance of obligations to finance the Property, and. WHEREAS, the Issuer curds, considers, and declares that the reimbursement of the hsuer for the payment of such expenditures will be appropriate and consistent with the lawful objectives of the Issuer and, as such, chooses to declare its intention, in accordance with the provisions of Section 1,150-2 of the Treasury Regulations, to rebuburse itself for such payments at such. tune as it issues obligations to finance the Property, Now Therefore MIT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Issuer reasonably expects to incur debt, as one or more seprote seriesof various. types of obligations, with an aggregate maximum principal amount equal to $1,425,000.00 for the purpose of pa*gthe costs of the Property. 11. That all costs to be reimbursed pursuant hereto will be capital expenditures, No tax-exempt obligations will be issued by the issuer in furtherance of this Resolution after a date which is later than 18 months after the later of (1) the date the expenditures are paid or (2) the date on which the property, with respect to which such expenditures were made, is placed in service. Ot'Wd." StClote‘011211-045VONICIMNIK120132/ aCC/1.42- . iv. The foregoing; notwithstanding, no tax-exempt obligation will be issued pursuant to this Resolution more than three years after the date any e2cpenditt r : which is to be reimbursed is paid. W. The City Connell Hereby finis and declares that written notice of the date, hour; place and subject of the meetingat lvhich this Resolution was adopted ryasposted and that such meeting was open to the public aszequired by law at all times during whish this Resolution add the.: subject matter hereof were discussed,considered and fomaallyacted upon, all as require d by the Ope ..Meetings Act, Chapter 551, Texas GovernmentCode, as amended. RESOLVED` this 14th day of October, 2010. ATTEST: Som.. tatt SARA L. WHITE, City Secretary 2 ALAN iv1CORAW, Mayor City of Round Rock, Texas CHASE 0 CERTIFICATE. OF AUTHORIZATION& INCUMBENCY Lease Schedule No. 1000135360 Lessem CrIY0# ROUND ROCK I hereby cert l to JPMORGAN CHASE BANK, N.A. ("Leasral 'that' I. am the officer of the above-narned :LesSee ("Lessee") with the title indicated beneath my signahire below, and as such, 1 gm authorized to execute deliver this Certificate on: behalf of Lessee inconnection with :the, *lye -identified Lease Schedule together with the. Master Lease -Purchase Agreement Identified', therein. (collectively, the Lease') between Lessor and Lessee "I further certify (a) that 1 have examined the representations and Warranties Made by Lessee in the Lease, and (b) that site:h. representations and warrantiesremain true and correct as if made on and as Of the datetif this Certificate. 1 further certify (1) that attached hereto as EschlbilA is a copy of the resolutions adopted by the governing body of Lessee or the. Minutes of an official meeting of the governing body of 'Lessee regarding the matters set forth rn said minutes, (2)that transactions contemplated by the Lease have been duly authorized by the governing body of Lessee pursuant to the resolutions, of actions set forth in said Exhibit A; and (3) the resolutions which were adopted by, or the actions taken by, the governing body of Lessee as set forth in Exhibit A,are in full force and effect on the date of this Certificate and have net been modified or rescinded. 1 further certify that the following are names, titles and specimen signatures of officers or reisresentatives of Lessee who are duly authorized to (=cute and deliver the Lease and any related document; each of whom has been duly elected or appointed to hold and currently holds the office or position of Lessee which is set fordh opposite his or her name (Please type or print) Name Name Title Signature Title lSignature Name Title Signature. The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access to the official records of the governing body of the Lessee and that the undersigned is authorized to execute and deliver this Certificates Signature of Secretary/Clerk of Lessee Print Name: Offtetal Title; Date: Attachment: Exhibit A, true and complete copy of the original authorizing resolution/minutes September 22, 2011 Sheets & Crossfield, P.C. ATTORNEYS AT LAW 309 East Main Street . Round Rock, TX 78664-5246 Phone 512-255-8877 . fax 512-255-8986 www.sheets-crossfield.com Lessee: City of Round Rock, Texas Lessor: JP Morgan Chase Bank, N.A. Re: Lease Schedule No. 1000135360 dated September 22, 2011, together with its Master Lease -Purchase Agreement dated as of September 22, 2011, by and between the above-named Lessee and the above-named Lessor Sir/Madam: I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the Master Lease -Purchase Agreement and its Addenda, and all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: 1. Lessee is a political subdivision of the State of Texas (the "State"), duly organized, existing and operating under the Constitution and laws of the State of Texas. 2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting creditors' remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws). 231795/jkg CHASE P CEEDS DISBURSEMENT AUTHORIZATION MORGAN CHASE BANK, N.A. 1111 Polaris Parkway, Suite A3 (OH1-1085) Columbus, OH. 43240 Pat% SEPT'EMBER 2011 Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below Reference is made to that certain Master Lease Purehate Agreement dated SEPTEMBER::22, 2011 between CITY OF ROUND ROCK ("Lessee) and JPIV1ORGAN CHASE BANK, N.A. (the "Lessor"), and the related Lease Schedule #1000135360 dated 'SEPTEMBER 22, 7.011 I hereby instruct you and authorize you to disburse $1,372,022.76 to the account number(s) as specified below: Payee - CITY OF ROUND ROCK Name of Bank: BANK OF AMERICA ABA No,: 0260095063 Account Number: 004795846821 Account Name: CITY OF ROUND ROCK OPERATING ACCOUNT Amount $1„372,022.76 Re: Lease #1000135360 Wire: By signing below, Lessee authorizes Lessor to issue checks or direct fund transfers to the payees, in the amounts, and per the instructions (if applicable) set forth above. Lessee also acknowledges that it may be responsible for paying other fees directly to third parties, such as Lessor's counsel, and making other disbursements in connection with the lease transaction per the terms of the lease documents. Les,sor may rely and act on the instructions set forth herein and shall not be responsible for the use or application of the hinds, and Lessee shall indemnify, defend and hold harmless Lessor from and against any and all losses, costs, expenses, fees, claims, damages, liabilities, and causes of action in any way relating to or arising from acting in accordance therewith. In the event of any conflict with any other instruction set forth herein, the ABA # and Account # shall control. WITNESS WHEREOF, the Lessee has caused this Proeeeds Disbursement Authorization to be executed as of the day and year first above written. CITY 01? ROUND ROCK (Lessee) By: illtle: Page.! of I ,,8038-6 .,... . (new May 2010) etipiMMeet ems Tit**. tie e i h. lover* stoke . . .. ... Int°Mateo -Return,: for Ta -Exempt -Governmental Obligati:ma vo.otider 'owl* noiseiue. egicie.-500on; 149(e) - e. see separate Inetrtiottene, . Cauttorrif the Issue pe:0943•junqer $19.0t* ese:ferei (308 -GC. 91!^9'1*).i i.wserm Part 1 .Reporting Authority' Aniended Return,. check -hens. II* q 1 Issuer's name Clity .49F leredrzi cr A: 2 iseuerIs ettliloyer Ider0itoettottrigeter (134 '79 I .1e/74/"3" , 5 NO*40 akeet (pr P.p. try melt isnot deottel'Itt stteet4ddress) ....r lAb FA/ • , 17,..e.s- Room/state 4 . depart number- eor IR&Vse Only) . . 1 3. IUM 5 City tow ryyr post officei.statar)and 21P:code ' Kteel,7arkree.) -7-54. .7P5.- 9 a date oflue.. 9, .g..---.....0/.. •I?ame o issue' / it-Csies•-base_ Azad's-At:14,27z ,./ $4 /040/01 I ICUSIP:oitiriber. • it, Name aild itee of Witter of the ISSU FCrOTheO&t whom Mei may:call ler more triforyttatkm tO TelepOne 'number of officer oi olherperton 1.57.0) Part 11 typeof Issue (enter the issue rice See nstructions and artadit schedule 11education , , , .. . . . , - . t .. . 12 Health and hospital , . . . • , . . t . . . . , .. 4 , , , . ; , . . 13 Transportation • . . , , , . . _ , .„. . , .. 14 Public safety , , , , . . „ , , , . • , : . . . ,, . . t , . . . _ 15 Environment (including sewage bonds). , „ . . . , . , . , . , , , 16 Housing . . ,, . . , . . . , . . . , . . . , . ., . _ . , , ., . . 17 Utilities ' , , 18 Other. Describe* 11 12 14 4 472,2 2 " 15 .7/ 16 17 18 19 If obligations are TAMS or PIANIS, cheokonly box 19a . . . . , . . , , „ . Ili- 0 If obligation are BANs, check only box 194 . . . , . .. , . . . . , . . . * 0" 20 If obligations are in the form of a lease or installment sale; check box . . . . , ... . * 0 4 ‘1.1' ' --.'-r--.40 " .,it, ' . 1° Part 111 Description of Obligations. COntifete-fot the entire issue for which this form is. being Red. 21 (0 Fimi maturity date . (17) Issue. price . . .. (c) Stated redemption ' FNICEY at maturity (d) Weighted average maturity ,(0) Yield --- ,,4—.-1.0/4/ $i379 e..o,.../,7,4 .7 years' /.. 541 % Part IV Uses of Proceeds of Bond Issue (hid uding. underwi4teVsi discount) 22 Proceeds LISPO fOr OCCIVed interest . , .22 , 23 Issue price of entire, issue (enter amount from line 21, column (bp 24 Proceeds used for bond issuance costs (inclgqinzunderwriters'. discount) , , .24 23 25 Proceeds used forpredit enhancement' . -25 , . 28 Proceeds allocated to reasonably required reserve or eplace.ment fund 26 27 Proceeds used to currently refunri prior issues 27 Yit -ItI'zt .- 29 c 28 Proceeds used to advance refund prior issi.ms 28 29 Total (add lines 24 througb 28) ,. , . . , t , t , . . , • ,. ; . , . 30 Nonrefundirig proceeds of the issue (Subtract line 29 kali' line 23 end:enter amount here) , . 30 Part V DesOription of Refunded Bonds (Cornploto this pail Only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . 0- 32 Enter the remaining. weighted average.maturity of the bonds to be advance refunded , 33 Enter the Iasi date on which the refunded bonds will be called (liAM/DDMYY). 0- 34 Enter the date(s) the refunded bonds were issued Ito NWIDO/YYYY) For Privacy Act and Paperwork ReductiOn Act Notice, see Separate instructions. oat No. 637735 Form soqa-G (R6, 5-201o) fr7 years /IQ years Fenn t1ftsiv .5-2010} Part VI 35• enter of the state vt%lutrte crap ailocafed.t the issue: urr ler section 141(b)(5) 36a F.httif:theernotifttot grossgiCaaptectdarnyestedortabeftwested.in aguaranteed investment:contta (ci1G)• (sae instructions) , . Miscellaneous Noe 2 b Entetthe,finai maturity date ditto Gtc r' 37 Pooled financings: a Proceeds of this issue that we to be used to make. loans. to Other governmtat units•• ••••37a b If this issue Is a loan made from the proceeds of another tax-exempt Issue, check box P 0 and enter the name of the issuer ► and: the date of the issue Y 38 If the istuar has designated the;ttisua under section 285(i)(3)(B)(1)(IH) (small Issuer exceptioet), cheek box.:. t+ 39 If:the'issuex has.eiected to pay a peltatttr in lieu of arbitrage rebate; check bait-. . ► 0 40 If the-lsstter has:identified:a'hedge, check box .. . . . . . . 1 ❑• Signature and Consent Under penattiee perjtay, l d@gme that I hood examNed sol return•ands • otttooset: fheS ere Gadabf.en romplete.lf s,Eliet:dedla, that 1 C6n: to prpttiey this rerun the person that hame.autha¢Yed above.. atones too._ tanature of rause* authorized representor e Date mems, an o the best Only knoN 6404 asuer'S rettutt i'tarnag«r, aseciceasay Type or print ;i Me and title, Paid Preparersnatute . Preparer's saiwm9n Use pal F'vm'It ame (ar address, .and ZIP code Date Check 0 sett -employed Q Praparer'4 SSN or PTIht Fara Padre nes: Farm 8038-G ma* O of Instructions for Form 8038-G (Rev. May 2010) Information Return for Tax -Exempt Governmental ObfigatIona Department Ofthe TreaStifY Internal Revenue Seotkin referencetare to the internal ReVeribeCecte.:upleseotherwise noted. GenetalinetrUaorta Purpose 01 Form Form 80394 is used by Issuers of tax-eXempt, governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sectione 141 through 150. Who Must File IF the Issue price THEN, for tax-exempt (line 21, column (bp governmental Is.. obligations Issued after December 31, leak Issuers must file... $100,000 Or more A separate Form so38-G foreach issue Lessitian $103,00o Forrw8d38-G0, Information Return for Small Tax-EttemOt Governmental Bond issues, Leases, and Installnlent Sales When To Fite File Form 6038-0 on or before the 15th day of the 2nd calendar month after the close of the -calendar quarter In which the bond is issued. _Form 8038-G May not be filed before the issue date and must be completed based on the facts as ot the Issue date. Late filing. An issuer may be granted an extension °term to file Forrn 8038-G under Section 3 of Rev. Proc. 2002-48, 2002-37 I.R.B. 531, if it is determined that the failure to file on time is not due to willful neglect. Enter at the top Of the form Requestfor Relief under Section 3 of Rev. Frac. 2002-48' and attach a letter explaining why Forrn 8038-G was not submitted to the IRS on time. Also indicate whether the bond Ware in question is under examination by the IRS. Do not submit copies of the trust indenture or other bond documents. See Where To File below, Where To File Fee Form 8038-0, and any attachments, with the Department of the Treasury, Internal Revenue Service Center, Ogden, UT 84201. Private delivery services. You can use certain private delivery services designated by the IRS to meet the "timely mailing as timely am/paying" rule, for tax retums and payments. these private delivery services Include only the following: • DHL Express (DHL): Di -IL Same Day Service. • Federal Express (FedEx): FedEx Priority Overnight, FedEx Standard Overnight, FedEx Way, FedEx International Priority, and FedEx International FIP31. • United Parcel Service (UPS): UPS Next Day Air, UPS Next Day Air Saver; UPS 2nd Day Air, UPS 2nd Day Air A,M., UPS Worldwide Express Plus, and UPS Worldwide Express. The private delivery service can tell you how to get written proof of the mailing date. Other Forms That May Be Required For rebating arbitrage (or paying a penalty in lieu of arbitrage rebate) tote, Federal government, use Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate. For private activity bonds, use Form 8038, Information Return for Tax -Exempt Private Activity Bond Issues. For build America bonds (Direct Pay), build America bonds (Tax Credit) and recovery zone economic development bonds, complete Form 8038-a, Information Return for Build America Bonds and Recovery Zone Economic Development Bonds. For qualified forestry conservation bonds, new clean renewable energy bonds, qualified energy conservation bonds, qualified zone academy bonds, qualified school construction bonds, clean renewable energy bonds, Midwestern tax credit bonds, and all other qualified tax credit bonds (except build America bonds), file Form 8038 -TC, Information Return for Tax Credit Bonds and Specified Tax Credit Bonds. Rounding to Whole Dollars You may show amounts on this return as whole dollars. To do so, drop amounts less than 50 cents and increase amounts from 50 cents through 99 cents to the next higher dollar. Questions on Filing Form 8038-G For specific questions on how to file Form 8038-G send an email to the IRS at TaxExemptBondQuestionsf and put "Form 8038-G Question' in the subject line. In the email include a Cat. No. 637740 description of yoer question, &return email address, the name of aConfact person, and a telephone number. DefinftlartS Tax-exempt obligation. This is any obiloation, including a bond, installment purchase agreement. Or financial lase on which thelnterettis excluded front income under section 103. Tax-exempt governmental ol:41gation. A tax.exempt obligation that is not a private activity bond (seebelow) is a tax-exempt governmental qbligetIon. This includes a bond issued by a qualified volunteer fire department under section 150(e), Private activity bond. This includes an obligation issued as part of an issue in which: • More than 10% of the preeeeds are to be used for any private activity business use, and • More than 10% of thapaynient of principal or interest of the issue is either (a) secured by an Interest in eimperty to be used for a private business use (or payments for such- property) or (b) to be derived treat payments for property (or borrowed money) used tor a private business use. It also includes a bond, the proceed* of which (a) are to be used to make or finance loans (other than leans described in section 141(c)(2)) to pertort's other than governmental Units and (b) exceeds the lesser Of 5% 0! the proceeds or $5 million. Issue price. The issue price of obligations is generally determined under Regulations section 1.148-1(b). Thus, when issued for cash, the Issue price is the first pride at whieh-a substantial amount aline obligations are Sold to the public. To determine the issue price of an obligation issued for property, See sections 1273 and 1274 and the related regulations. Issue. Generally, obligations are treated as part of the sen) issue only 11 they are issued by the same issuer, on the same date, and aSpart of a grigle transaction, or a series of related transactions. Flowever, obligations issued during the same calendar year (a) under a loan agreement under which amounts are to be advanced periodically (a "draw -down loan") or (b) with a term not exceeding 270 days, may be treated as part of the same Issue it the obligations are equalhi and ratably secured under a single indenture or loan agreement and are issued under a common financing arrangement (for example, under the ,same offipialstatement periodically tated'to refteleetianging factual circumstances): Also, for obligations Issued under a draw.dowri loan that meets the. requirements of the preceding sentence, obligations Issued during 'different calendar years may be treated as part of same issue if all cif the. amounts to be advanced under the draw -down loan are reasonably expected to be advanced within 3 years of the.date of issue of the first obligation. Likewise,. obligations (other thanprivate activity bonds) issued under a single agreement that is in the form of a lease or installment sale may be treated as part of the same Issue if all of the property covered_ by that agreement is reasonably expected to be delivered within 3 years of thedate of issue of the first obligation. Arbitrage rebate. Generally, interest on a state or ioeat bond is not tax-exempt unless the issuer ef the bond rebates to the United States arbitrageprofits earned from investing proceeds of the bond in higher yielding nonpurpose investments. See section 148(0. Construction issue. Thists an issue of tax-exempt bonds that meets both of the following conditions: 1. At least 75% of the available construction proceeds are to be used for construction expenditures with respect to property to be owned by a governmental unit or a 501(c)(3) organization, and 2. Ali the bonds that are part of the issue are qualified 501(c)(3) bonds, bonds that are not private activity bonds, or private activity bonds issued to finance property to be owned by a governmentat unit or a 501(c)(3) organization.: In lieu of rebating any arbitrage that may be owed to the United States, the Issuer of a construction Issue may make air irrevocable election to pay a penalty. The penalty is equal to 14:% of the amount of construction proceeds that do not meet certain spending requirements. See section 148(f)(4)(C) and the Instructions for Form 8038-T. Specific Instructions Part I—Reporting Authority Amended return. An issuer may file an amended return to change or add to the information reported on a previously filed return for the same date of issue'. If you are filing to correct errors or change a Previously filed return, check the Amended Return box in the heading of the form. The amended return must provide all: the information reported on the original return, in addition to the new or corrected information. Attach an explanation of the reason for the amended return and write across the top, Amended Return Explanation." Line 1. The issuer's names the name'of the entity issuing the Obfigatlohs,"notthe name>of the entity receiving the benefit of, the financing. For a Tease or installment. sale, the issuer is the. lessee or the purchaser. Line 2. An issuerthat deed dot have an employer identification number (EIN) should apply for one on Form SS4, Appticalion for Employer Identification Number. This form may be obtained at Social Security Administration offices or by calling 1-800-TAXXFORM (1.800.8293676). You can also get this 'form on the IRS website at wwip ire. gov You may receive an EIN by telephone by following the instructions for Form $5.4. Line 4. This lin. is: for IRS usa only. Da not make any entries In this box,, Line 6. The date of issue is geeeratly the. date on which the issuer physically exchanges the bonds that are part of the issue for the underwriters (or other purchaser's) funds. For a lease or installment sale, enter the date interest starts to accrue. Line 7. If there Is no name of the issue, please provide other identification of the issue. Line 8. Enter the CUSIP (Committee of UniformSecurities Identification Procedure) number of the bond with the. latest maturity. lithe issue doss not have a CUSIP number, write "None." Lines 9 and 10. Enter the name, title, and telephone number of theofflcer of the issuer whom the IRS may tall for more information. It the issuer wishes to designate a person other than an officer of the issuer (including a legal representative or paid preparer) whom the IRS may call for more information with respect to this return, enter the name, title, and telephone number of such person here. Note. By authorizing a person other than an authorized otffoer ofthe issuer to communicate with the IRS and whom the IRS may catl for more information with respect to this return, the issuer authorizes the IRS to communicate. directly with the individual listed in linea and consents to the disclosure of the issuer's return information to that individual, as necessary, in order to process this return, Part II—Type of Issue Elections referred to in Part ii are made on the original bond documents, not on this:form. Identify the type of obligations issued by entering the corresponding issue price (see. Issue price under Definitions on page 1). Attach a schedule listing names and EINs of organizations that are to use proceeds of these obligations if different from those of the issuer, include a brief summary of the use and indicate whether or not such user is a governmental or nongovemmentalentity. -2- Line.,18. Check.the box on this line Only if lines 11 through 17 donut apply. Enter a description of the issue in the space provided Line 19. If the.obllgations are short term tax anticipation notes or warrants (TANs) or short-term revenue anticipation note or warrants.(RANs), check box 19a. If the obligations are shortterm bond anticipatiorf notes (BANs), issued with the expectation that they will be refunded with. the proceeds of tong-terrrt bonds" at Motile future date, check box"19b. Do not check". .both boxes. Line 20. Check this box if propertyother than cash is exchanged for the obligatiion,. for example, acquiring a police ear, afire truck, or telephone equipment through a series;ot monthly payments.(This type of obligation is sometimes referred to as a "municipal lease.") Also check this box if real property is directly acquired in exchange for an obligation to make periodic payments of interest and principal. Do not check this box if the proceeds of the obligation are received in the -form of cash, even if the term "lease" is used in the title of the issue. Part III—Description of Obligations Line 21. For column (a), the final maturity date is the last date the issuer must redeem the entire issue. For column (b), see Issue price under Definitions on page 1. For column (c); the stated" redemption price at maturity of the entire issue 13' the sum of the stated redemption prices at maturity of each bond issued as part of the Issue. For a lease or installment sale, write "N/A" in. column (c). For column (d), the weighted average maturity Is the sum of the products of the issue price of each maturity and the number of years to maturity (determined separately for each maturity and by taking inte account mandatory redemptions), divided by the issue price of the entire Issue (from line 21, column (b)). For a lease or installment sale; enter instead the total number of years the lease or installment sale will be: outstanding. For column (e), the yield, as defined in section 148(h), Is the discount rate that, when used to compute'the present value of all payments of principal and interest to be paid on the obligation, produces an amount equal tothe purchase price, Including accrued interest. See Regulations section 1.148-4 for specific rules to compute the yield on an issue. if the issue is a variable rate issue, write "VR" as the yield of the issue. For other than variable rate Issues, carry the yield out, to four decimal places (for example, 5.3125%). If the issue is a lease or installment sale, enter the effective rate of interest being paid. Part 1V—Uses of Proceeds Of Bond Issue For eleasebr installment sale, writty`N/A* in thespece to Madera of the tide for Part IV. Line 22. Enter the amount of proceeds that will be used to pay Interest from the date the bonds are dated to the detecif issue. Line 24. Enter the amount of the pmceedisthat will be used to pay bond issuance costs. including fees for trustees and bond counsel. 11 no bond proceeds will be used to pay bond issuance costs, enter zero. Do not leave this line blank. Line 25. Enter Me amount of the proceeds that will be used 10 pay fees for credit enhancement that are taken into account in determining the yield on the issue- for purposes of section 148(h) (for example, bond insurance premiums and certain fees for learns of credit). Line 26. Enter the amount of proceeds, that will be allocated to such a fund. Line 27. Enter the amount of the proceeds that will be used to pay principal, interest, or Call premium on any other issue of bonds within 90 days of the date of issue. Line 28. Enter the amount of the proceeds -that will be used to pay principal, interest, or call premium on any other issue of bonds after 90 days of the date of Wire including proceeds that will be used to fund an escrow account for this purpose. Part V—Description of Refunded Bonds Complete this part only if the bends are to be used to refund a prior issue of tax-exempt bonds. For a lease or installment sale, write "N/A- in the space to the right of the title for Part V. Lines 31 and 32. The remaining weighted average maturity Is determined without regard to the refunding. The weighted average maturity is determined in the same manner as on line 21,-foolumn (d). Line 34. If more than a single issue of bonds will be refunded, enter the date of issue of each issue Enter the date in an MWDDNYYY format. Part VI—Miscellaneous Line 35. An allocation of volume cap is required if the rionqualified amount with respect to the issue exceeds $15 million but doe's not. eXceedthe amount *WI would cause the Issue* be private activity bends. Line 38. Orley pgrtton of the gross. proceeds of tho Iesueare. or will be filtrated in a gUaranteed Investment contrast (G1c), as defined In Flegolatiens section 1,148-1(b), enterlhe amount of the gross proemeals seinvested, as well aatheiOaal rriaturifY4Shitan the GIC. Line 37a. Enter the Worse of this issue used to funds loan to another governmental unit, the interest el which is tax-exempt, Line 39. Check this box lithe issue's a construction issue and an irrevocable election to eaya penalty in lieu of arbitrage rebate has been made gh Or before thedatetne bonds were Issued. The penalty is payable with a Form 8038-T fOr each 6 -month period after the date the bonds are issued: Do not make. any payment of penalty in lieu of arbitrage rebate with thls form. See Rev. Proc. 92-22, 1992-1 C.B. 736'for mites regarding the °erection document.° Line 40. Check this beet if the issuer identified a hedge on its books and records in accordance with Regulations sections 1.148-4(h)(2)(viii) and 1.148-4(h)(5). These regulations permit an issuer of tax-exempt bonds to identify a hedge for it to be Included in yield calculations for computing arbitrage. Signature and Consent An atehorized officer of the issuer must sign Forrn 8038-0 and any applicable certification. Also print the name and title of the person signing Form 9038-G. The authorized representative of the issuer signing this form must have the authority to consent to the disclosure of the issuer's return information, as necessary to • process this return, to the person(s) that have been designated in Form 8038-G. Note, If authority is granted in line 9 for the IRS to communicate with a person other than an officer of the issuer, by signing this form, the issuer's authorized representative consents to the disclosure of the issuer's return letermatiori, as necessary to process this return, to such person. Paid Preparer If an authorized officer of the issuer filk:a1 in this return, the paid preparer's space should remain blank. Anyone who prepares the return but does not charge -3- the Organliation should rrntsign the leant; Certain others who prepare the, return should not For exemplar, ga. regular, felMirneterripb?eo,of the issuer, such as .evieds, secretary, etc., should not sign. GenerallY.-anranewhmispeld to prepare a return must sign it and fill in the Other blanks In the Paid Preparer's Use Only 01thereturn, The paid preparer mead:. "rir Sign the rettervitithe space provided for the preparer's signature, It Enter -the ptopotorInforMatiQII, and e Give a copy of the return tathe issuer. Private? Act end Papetwork Reduction Act Notice. We ask for the intermation on this form tecarty out the internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws. Section 6109 requires paid preparers to provide their identifying number. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration ot any internal Revenue law. Generally, tax returns and return leformatiOn are confidential, as required by section 6103. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time Is: Learning about the law or 2 hr., 41 min. the form ..... Preparing, tOPYInap 3 hr, 3 min. assembling, and sending the form to the IRS . . if you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you, You can write to the internal Revenue Service, Tax Products Coordinating Committee, sew:CAR:M:RT:T:SP, 1111 Constitution Ave.. NW, IR -6526, Washington, DC 20224. Do not send the form to this office Instead see Where To ort page 1. CHASE 0 SiGN UP .... FOR AUTOMATED BILL PAYMENT Please complete ALL Sections and return this form: i authorize JPMORGAN CHASE BANK, N.A. to make withdrawals from the account listed below. I understand that I control my withdrawals for payments on leases and loans. If at any time I decide to discontinue this payment service, I will notify the biller. 1 also understand that any future leases and loans will automatically be set up with auto debit withdrawals unless JPMorgan Chase Bank, N.A. elects to the contrary. All assessments and other fees payable under the leases and loans will be withdrawn with rentaVinstallment payments unless otherwise instructed. (PLEASE PRiNT) Customer Information: Financial Institution: Name: CITY OF ROUND ROCK Name: Address: 221 E. MAIN Address: City: ROUND ROCK City: State: TX Zip: 786645299 _ State: Zip: Account Type (check one) Routing /ABA Number Biller Information: Checking Savings Account Number (Please enclose a voided check) Your JPMorgan Chase Bank, N.A. Account Number(s) as Shown on Agreement or Invoice. (A sign up form is required for each unique financial institution account and routing/ABA number.) 1000135360 1000 1000 1000 Notice to Customer - This agreement authorizes the periodic transfer of funds from your account at the financial institution listed on this sign up form by electronic means. Your rights and liabilities under this agreement are governed in part by federal Taws and regulations dealing with electronic fund transfers. You should consult your agreement with the financial institution, which holds your account for a more complete disclosure of your legal rights. Withdrawal amount may change to reflect the payment schedule defined in the agreement. This authorization and change of payment method will not modify or amend the agreement, including any rights or remedies of JPMorgan Chase Bank, N.A. The biller reserves the right to discontinue this payment service at biller's discretion and upon notice to the customer. Authorized Signature Date Telephone No. Do Not Enclose Payment! Mail to: JPMorgan Chase Bank, N.A. 1111 Polaris Parkway, Suite 3A Columbus, 011 43240 Or Fax to: 1-866-276-4064 Page 1 of 2 5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee, and any of their assigns may rely upon this opinion. i Steph! L. Sheets, City Attorney ly yo THINGS YOU NEED TO KNOW ABOUT AUTOMATED BILL PAYMENT Q, How do 1 sign up? A. Complete all sections of this form, sign, enclose a voided check and mail or fax to 1-866-276-4064. Q. Once 1 have enrolled in the automated bill payment will JPMorgan Chase Bank, NA. give me notice of when my automated bill payment will begin? A. Yes. You will be notified by mail in advance of your actual start date. Typically, it will take 4 to 6 weeks before you will begin. Please continue to pay until notification is received. Q. When will the payment amounts be taken out of my checking or savings account? A. The periodic payment will be deducted from your checking or savings account automatically by JPMorgan Chase Bank, N.A. on the payment due date. lithe payment due date falls on a weekend or holiday the payment will be deducted on the next business day. Q. What if I have a question about my bill payment or want to stop the automated payment plan? A. Simply call us at 1-800-678-2601 Option #2. Q. How can 1 be sure my bill has been paid? A. Your payment will be clearly itemized on your bank's monthly account statement. Q. Is there a charge for this service? A. No. You are a valued customer and we offer this service free of charge. Q. If I've already signed up, must 1 complete the form again? A. Only if you are adding or changing the financial institution account and/or routing/ABA numbers. Q. How will I be billed far assessments? A. Assessments such as personal property tax and fees will be deducted with your rental payment unless otherwise instructed by you in writing. Page 2 of 2 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY Agenda Item No. *10C1. City Council Agenda Summary Sheet Agenda Caption: Meeting Date: Consider a resolution authorizing the Mayor to execute a Financing Program Agreement with JP Morgan Chase Bank, N.A. to lease/purchase various equipment. September 8, 2011 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 years totals $1,372,022.76 financed at an effective interest rate of 1.34%, with a three year amortization (semi-annual payments of $234,062.62) and is outlined in the operating budget. The first year repayment is included in the proposed operating budget. This lease includes vehicles and equipment for all General Fund departments, as well as, Fire vehicles included in the Fire apparatus replacement program. Tax exempt lease purchase financing is a technique that allows for the City to purchase equipment and make periodic lease payments over the useful life of the asset. Lease payments are made out of the debt portion of the property tax rate. Cost: Interest costs at 1.34% ($32,352.72 total interest) Source of Funds: General Debt Service Fund Date of Public Hearing (if required): N/A Recommended Action: Approval CHASE ! i JPMORGAN CHASE BANK, N.A. Mail Code OH1-1085 1111 Polaris Parkway, Suite 3-A Columbus, OH 43240-2050 August 23, 2011 CITY OF ROUND ROCK Attn: Purchasing Director '221 East Main Round Rock, TX 78664 Dear Mr, Baker: COPY Enclosed you will find the documents necessary to complete your transaction with JPMORGAN CHASE BANK, N.A. ("JPM"). These documents have been completed as of 08/23/2011, and reflect the pricing, terms and conditions of the transaction as of this date. Please be advised that JPM reserves the right to adjust pricing in order to maintain )PM's anticipated economic return as a result of material adverse changes In money markets and capital markets up to the date of final funding. • Master Lease Purchase Agreement, and the Master Lease Purchase Amendment reaarding Financial Reporting Reauirements - These documents constitute the main agreement for this and future Schedules. Please have your Authorized Signer sign and record his/her title on each document. • Lease Schedule, Schedule A-1, and Payment Schedule - These are specific documents for the current financing and detail the Schedule terms and conditions, describe the equipment and state the repayment terms. Please have your Authorized Signer sign and record his/her title on each form. • Texas Schedule Addendum, Vehicle Schedule Addendum, and the Prepayment Schedule Addendum - These are specific documents for the current financing and detail any additional terms and conditions related to the Schedule. Please have your Authorized Signer sign and record his/her title on each form. • Resolution and Declaration of Official Intent - Your governing board passed a resolution. It is included for reference. • Certificate of. Authorization & Incumbency with copy of Board Minutes -. The Certificate of Authorization & Incumbency provides for the specimen signatures of the Authorized Signer(s) and a certification of the Resolution. • Opinion of Counsel - Please have your counsel review the documents as soon as possible, and prepare an Opinion of Counsel letter on their letterhead addressed to JPMORGAN CHASE BANK, N.A. A sample of an Opinion of Counsel letter that will satisfy JPMORGAN CHASE BANK, N.A. Is enclosed. 2-. il-O1--is- ai COPY • Proceeds Disbursement Authorization - This form directs the funding payment. Please ask the Authorized Signer to sign and indicate their title where indicated. • Proof of Payment - One proof of vendor payment is needed from Philpott Motors for check #131470. JPM will call the vendor next to verify payment, as the check has not yet cleared the bank. • IRS Form 8038/G - This form is required for IRS reporting of a tax-exempt financing. Please complete and sign the IRS 8038-G as part of the funding requirements. A copy is included. You may access the IRS website to obtain the form and instructions. If you Want JPMorgan Chase Bank to file the form, please include the completed and executed form with your executed documents. If you will tile the form, please include a copy of the completed and executed form IRS 8038-G with your executed documents. Also, we request written notification of your filing with the IRS with the documentation package. • Auto Debit Form - If you wish for payments to be automatically deducted from an existing checking account, please provide the requisite account information and sign. For funding, please return your lease documents, along with your original signed Opinion Letter, via over night del(verv, to JPMORGAN CHASE BANK, N.A., Mail Code OH1-1085, 1111 Polaris Parkway, Suite A3, Columbus, OH 43240. If using UPS as your service provider, please consider using our account # 03X 7W1 We request the executed documents be received one full business day before the anticipated funding date. Documents received after the anticipated funding date, could require some revisions prior to funding. We would like to thank you for choosing JPMORGAN CHASE BANK, N.A. to assist with your equipment financing. We appreciate your business and welcome the opportunity to work with you. PLEASE MAKE A COPY OF THE DOCUMENTS FOR YOUR RECORDS. If you would like to receive a copy of the signature pages post closing, please notify your Documentation Specialist of your request. Your payments will be due as set forth in the Lease Schedule. You will be receiving an invoice for the above referenced account at: 221 East Main Round Rock, TX 78664 If you decide to enroll in the Automated Bill Payment your payments will be debited on the due date of your payment, beginning with your first payment. Payments debited will include your normally scheduled payment plus any applicable sales tax and assessments. COPY If you have any questions, concerns, or if I can be of assistance, please feel free to call me. I can be reached at 1-800-678-2601 or (614) 213-1557 from 8:00 a.m. through 5:00 p.m. ET Monday through Friday. 111 be happy to help you. Sincerely, ?Hair, c Mary Heubach Documentation Specialist COPY CHASE 0 MASTER LEASE -PURCHASE AGREEMENT Dated As of: SEPTEMBER 22, 2011 Lessee: CITY OF ROUND ROCK This. Maser Lease -Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the lessee identified above ("Lessee"). 1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. CERTAIN DEFINITIONS. AU terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) "Schedule' means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree dun each Schedule (except is expressly provided in said Schedule) incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means any one, Schedule and this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property desaibed in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, exemnion, attachment, warrant, writ levy, other judicial process or claim of :my nature whatsoever by or of any person. 3. LEASE TERM. The tenn of the lease of the Equipment described ill each Lease ("Lease Tenn") cominames on the fitst date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and, unless earlier tenninated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS. 4.1 For each Lease. Lessee agrees to pay to Lessor the rent payments in the amounts and a the tunes as set forth in the Payment Schedule attached to the Schedule ("Rent Payments'. A portion °Teach Rent Payment is paid as and represents the payment of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest therein accrues 03 of the Accrual Date- stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until Lessee accepts the Equipment Under the JAM or the parties execute an escrow agreement. Rent Payments will be payable for the Lease, Term in U.S. dollars, withoutnotice or demand at the office of Lessor or such ether place as Lessor may designate from time to titne in writing). 4.2 If Lessor receives any payment from Lessee later than ten (10) days from the- due date, Lessee shall pay Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.1 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR. THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE , . ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT Oft RECOUPMENT FOR ANY REASON WHATSOEVER. 5, DELIVERY; ACCEPTANCElFLAIDING CONDITIONS. 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the. Schedule ('')..ocadoril by Equipment suppliers ('Suppliers") selected by Leasee. Lessee shall pay ail vista related thereto. 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. if Lessee signs and delivers aSchedule and ifall Funding Conditions, have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule ("Purchase Price") to the applicable SuPPIlor. Page 1 of 6 COPY 5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following:' (a) Lessee has signed and delivered the Schedule and its Payment Schedule; (h) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have :occurred in the internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively; the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens); (t) all representations of Lessee; in the Lease remain true, accurate and complete; and (g) Lessor bas received all of the following documents,which shall be reasonably satisfactory, in form and substance, to Lessor (1) evidence of insurance coverage required by the Lease; (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment•, (4) Uniform Commercial Code. (UCC) financing statements, (5) Copies of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease, (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, I"RS" Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonablyrequested by Lessor. 6, TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS, 6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant' to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it currently intends to maim Rent Payments for the full Lease Term as scheduled in the applicable. Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal' year by its governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for such fiscal year provided, that Lessees governing body retains authority to approve or reject any such budget request. All Rent Payments shall be payable out of the general funds of Lessee Or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease: shall constitute "a pledge of either thefull faith and credit of Lessee or the taxing power of Lessee. 6.2 11 Lessee's governing body falls to appropriate sufiicicn( funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Nen-Appropriation Event" shall .be deemed to have occurred. If .a Non -Appropriation, Event occurs, then; (a) Lessee shall give Lessor immediate notice of such Non - Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, ofthe Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof, and (c) the affected Lease shallterminate on the Return Date without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated, provided further, that. Lessee Shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "return Date" means the last day Pethe fiscal year for which appropriations were made for the Rent Payments due under a Lease. 7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,AS TO ANY MATTER WHATSOEVER, INCi.UDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and titrring.the Lease Term, Lessor hereby assigns to Lessee" any: manufacturer's or Supplies product warranties, express or implied; applicable to, any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessees sole expense. Lessee agrees that (a) all Equipment, will have been purchased by Lessor in accordance with Lessees specifications from Suppliers selected by Lessee,: (b) Lessor is not a manufacturer or dealer of any Equipment and has n6 liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligationwith respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or,any representative- of said parties is an agent- of Lessor, and (e) any warranty, representation„ guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor. S. TITLE; SECURITY INTERES'. 8.1 Upon. Lessees acceptance of any Equipment under a Lease, title to the Equipment shall vest in lessee, subject to Lessor's. security �""interest therein and all of Lessor's other rights under such Lease including, without limitation,' Sections 6 20 and 21 hereof 8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority' security interest in any and all ofthe Equipment (now existing or heCeailer acquired) and any and all proceeds thereof'; I:essoe agrees ta'executc and deliver to Paget of 6 COPY Lessor. all necessaty documents to evidence and perfect such security interest, including, without limitation, UCC financing statements and any amendments thereto. 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and frame Leases. 9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate- or any building thereon. 10. MAINTENANCE AND OPERATION. Lessee agree.s it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order and supply and install ail replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Ecniipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lesson No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Eqtdprnent. 11.. LOCATION; INSPECTION. Equipment will not be removed from, or if Equiptnent is rolling stock its permanent base will not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Localkm or elsewhere during nomtal business hours to inspect the Equipment. 12. LIENS, SUBLEASES AND TAXES. I/I Lessee shall keep all Equipment fret and clear of all Liens -except those Liens created under its Lease. Lesseelhall not stititet or lend any Equipment or Muth it to bou.$e4 hyanyone other than Lessee or Lessees employees. 12.2 Leske shall pay When due. all Taxes whicb may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purehase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, butnot the obligation, to pay such Taxes If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income ot Lessor, whether they are assessed to or payable by Lessee or Lessor, including, withoutlinutation (a)saies, use, excise,licensing registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the toregetng 13. RISK OF LOSS. 13.1 Lessee hears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever (Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee. from the obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13. 13.2 If a -Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by LesSor, immediately repair the same. 13.3 If Lessor determines that any item of Equipment has suffered, It Casualty Lusa beyond repair ("Lost Equipment"), then Lessee shall either: witftediattly replace the Lost Equipment with .similar equipment in good repair, condition and working order free and Clear of any Limit (except Lessor's [Jena), in which event such replacement equipment shall automatically be Equipment under the applicable Lease, and deliver to Lesser true and complete copies of the invoice or bill of sale covering the replacement equipment; or (b) on earlier or 6Q days after the Casualty Loss or ibe-ocict scheduled Rent Payment date, pay Lessor ail 'amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through such date plus (ii) an amount equal to the Termination Value as oftha Rent Payment date (or ft the Casualty Leas Portient is due between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all Of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to he paid by Lessee with respect to the Lott Equipment and a. revisectPayMent Schedule. Pc:3 �f6 COPY 13.4 To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shalt defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof These obligations of Lessee shalt survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of nor pay for, any claims, liabilities, proceedings, actions, expenses (including attomey's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applieablc Lease or which arise directly from the gross negligence or willful misconduct of Lessor. 14, INSURANCE. 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not less than the Termination Value of the Equipment Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property damage insurance in amounts reaeonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for Miuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance- shall be payabk first to Lessor as additional insured to the extent of its liability, and then to LeSSCe. 14,2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replaeements thereof. Each insurance Pelle), will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lestor's interests remain insured regardless Of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor. 15. PREPAYMENT OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to prepayment Lessee's obligations under a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) for such Lease phis the Termination Value amount set forth On The Paytnent Seheduleto such Lease for such date. Upon satisfaction by Lessee of smell prepayment conditions, Lettor shall releaeoltt Lien on such Equipment and Lessee shall retain its title to such Equipment "AS -1S, WHERE -IS", without representation or Warranty by Lessor, express or implied, except for a representation that such Equipment it free and clear of any Liens created by Lessor. 16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee, has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Lease has been duly executed and delivered by Lesseeand constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and theauthorization, execution and delivery of the Lease complies with, all applicable federal, state and bleat laws and regulations (including„, but not limited to, all open meeting, public bidding and property acquisition laws) and all , applicable Judgments arid. court °ides; (d) the execution, delivery and perforinence:by Lessee -of its -obligations under the Lease will not result in a breach Or violation Of, nor constitute a default under, any agreement, lease or Other instrument to which Lessee is a party or by which Lessee's properties May be bound or affected; (e).there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverseVfect on Lessee's ability to perform its obligations under the Lease; and (t) Lessee ita state, or a potitical subdivision thereot as refereed to in Section 103 (tithe Cede, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of 0:sate or a political subdivision thereof. II. TAX COVENANTS. Lessee hereby covenants and agrees that: (e) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, executing and filing Internal Revenue Form $0180 or,8038GC, as the Case May, be, and any other inforniation statements reasonably requested by. Lessor; (b) Lessee shall not do (or cause to be done ) any not which Will cause, or by omission of any act allow, any Lease to -be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning,eSeedian 141(n) of the Code; and (c) Lessee shall not do (or cause to be thine) any act which will cause, or by omission of any act allow, the interest portion of any Rent Payments to be et become includable in gross income for Federal income taxation purposes under the Code. IS, ASSIGNMENT. 1$.1 Lessee shall ant assign, transfer, pledge, livethecate, nor grant arty Lien on, nor oiherwise dispose of, any Lease or any Equipment Or any interest in any Lease or Equipment. Page4 of6 COPY 18.2 Lessor may assign its rights, title and interest in and to any Leaseor- any Equipment, and/or may grantor assign a sectuity interest in any Lease and its Equipment, in whole or in part, to any party at anytime. Any such assignee or lienholder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment of any of Gessoes right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such Assignee; provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease: to JPMORGAN CHASE & CO. any of its direct or indirect subsidiaries; Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section. 149(a) of the Cede and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee). as the book entry and registration agent to keep a; complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge, in writing any such assignments If so requested. 18.3 Each Assignee of a Lease hereby agrees that (a)'the term Secured Obligations as used in Section. 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lesseeunder any Non -Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non - Assigned Lease or any Equipment covered by any Non -Assigned Lease; and (e) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant to a written agreement; and "Non -Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subjectto: the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators* successors and assigns of the parties hereto. 19. EVENTS OF DEFAULT. For each Lease, Event of Default" means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee fails to snake any .Rent Payment (or any other payment) as, it becomes due in accordance with the terms `ofthe :Lease, and any such failure continuesfor ten. (ID) days after thedue date thereat'(b) Lessee fails to perform or observe. any of its obligations. under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any other :covenant,. condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect at of the time when made; (e) Lessee applies for or consentsto the appointment of a receiver, trustee,; conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy,insolvency or similar law is filed against Lessee and. is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement .executed at any time with Lessor. 20. REMEDIES. !fatly Event of Default occurs, then Lessor may, at its option, exercise any one or marcof the following remedies: (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during:the fiscal year in effect when the Event of Default occurs together with interest on such amounts at the rate of twelve percent (12%) per (butnot to exceed the highest rate permitted by applicable law) from the date of Lessbr's'demand for such payment; (b) Lessor may require Lessee tepromptly:rcturn all yuipment under all or= any of the Leases to Lessor in the manner Set: forth in Section 21 (and Lessee agrees that it shall so return the Equipment), .or Lessor may, at its option„, enter upon the premises. where any Equipment is located and repossess any Equiprn ent without demand or notice, without any court order or other process =of law and without liability for any damage Oecatieingl by such repossession; (c) Lessor may'sell, lease or otherwise dispose of any Equipment under ail or any of* Leases,; in whole or in part, in one or marc 'subtle' or private: transactiot'ts, and if Lessor so -disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any Claims of Lessee,; provided, that if the net proceeds of the disposition of `all rho Equipment exceeds the applicable Termination Value of all tie=Schedules plus the amounts payable by Lessee: under clause (a) above of this Section' and under clause (t, below .f this Section, then such excess amount shall he -remitted by 1,essor:to.Lessee; (d) Lessor mayterminate. ea nncel or rescind any Lessees to any and all Equipment: (e) Lessor may exercise any other,r'ight, remedy or privilege which may be available to Lessor under applicable lawiror, by appropnate court action at law or in equity, Lessor may enforce any ofLessec's obligations under any Lease; and/or Page "3 of 6 COPY (0 Lessor may: require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default andfor of Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy: No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21, RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall,:; at its sole expense and risk, immediately de-install,disassemble,, pack, crate, insure and return the Equipment to Lessor (alt in accordance with applicable industry standards) at any location' in the continental United States selected by Lessor. Such Equipment" Shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper usee excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessees Lien) and shall comply with all; applicable laws and regulations. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and effect, including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment. 22. LAW GOVERNING. Each Lease shall be governed by thelaws of the state of where Lessee is located (the "State"). 23, NOTICES.- All notiinis to be given under any Lease shall be made in writing, and either personally delivered or mailed by "regular or certified mail or sent by an overnight courier delivery company to the other party at its address Set forth herein or at such address as the party May provide itt writing from time to time Any such notices shall be deemed to have been received five (5) days subsequent to mailing. .24, FINANCIAL INFORMATION, As soon as they are available after their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information Of Lessee. - 25, SECTION HEADINGS. All section headings contained herein or in; any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease. 26 EXECUTION IN COUNTERPARTS,- Each Schedule to this Master Lease may be execyted in several counterparts, each of' which shall be deemed. an Original, but all of which shall be deemed one instrument, ifmore than one doutiterpart of each Schedule is executed by Lessee and Lessor, then only one may be marked "Lessor's Original" by lessor. A seeunty interest itt any Schedule may be Created through transfer and possession only of the sole original of said Schedule if there is only One original,,orthe counterpart marked "Lessor's Original" if there multiple counterpartsofsaid Schedule. 27 ENTIRE, AGREEMENT; WRITTEN AMENDMENTS;. Each Lease, together with the exhibits, schedules and addenda attached thereto and made apart hereofand other attachments thereto constitute the entire agreement between the parties with respect to the lease of the Expdpinent covered thereby, and such Lease shall ,not be modified;, amended, alteredt or changed except with the written consent" of Lessee and Lessor.. Any provision *fairy Lease found robe prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease; CITY OF. ROUND ROCK £Lttissee) By: C'ttle.,; ,C6 l oar, yor' {)C7 Page `6 Ji MORGAN: CHASE BANK. N:A. (Lessor) By Title:Author zed Officer :: COPY MASTER LEASE -PURCHASE AMENDMENT (Financial Reporting Modifications) Dated: SEPTEMBER 22, 2011. Master Lease -Purchase Agreement dated: SEPTEMBER 22, 2011 Lessee: CITY OF ROUND ROCK Reference is made to the above Master Lease -Purchase Agreement together with all previous addenda , amendments, supplements and modifications thereto (collectively, the "Master Lease") by and between 1PMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"), This Amendment amends and modifies the terms and conditions of the Master. 'Lease and is hereby made a part of" the Master, Lease. Unless otherwise defined herein, Capitalized tertns, defined in the Master Lease shall have the same meaning when used herein: NOW, THEREFORE, as part of the valuable consideration to induce the execution of Lease Schedules, Lessor and Lessee hereby agree to amend the Master Lease as follows: I. FINANCIAL INFORMATION. In addition to all other requirements of the Master Lease with respect to delivery of financial information, Lessee agrees to deliver to Lessor the annual audited financial information: for Lessee no later than 1'80 days after the end of each fiscal year of Lessee_ 2. GENERAL. Except as expressly amended by this Amendment and other modifications signed by Lessor and Lessee,, the Master Lease remains ttnehanged and in full force and effect: The modifications tradepursuant to this Amendment apply to all existing and future Lease Schedules under the Master Lease; IN WITNESS` WHEREOF, the parties hereat have executed this. Atnendment as of the date first.referenced OF ` U D ROC , JPMORGAN CHASE .BANK. N,A. (Lessee) (Lessor) By By: Title: Cli ( T cli P 1 illy( -P0-71-411-3 Title: Authorized fficer Timid* Lease:Amdt v j CHASE LEASE SCHEDULE Dated as of: SEPTEMBER 22,2011 Lease No.: 1000135360 COPY This Lease Schedule, together with its Payment Schedule, is attached and made a part of the Master Lease -Purchase Agreement described below ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defuied herein, capitalized terms defined in the Master Lease will have the same meaning when used herein. Master Lease -Purchase Agreement dated SEPTEMBER 22,2011. A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and made a pre hereof. B. EQUIPMENT LOCATION: See Attached Schedule A -I C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LFSSEE AGREES THAT: (a) LESSEE HAS .RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICA fIGNS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR. PURPOSES Of THE LEASE "AE -IE, WHERE -1S' ; AND (d) LESSEE WAIVES, ANY RIGHT TO REVOKE SUCH ACCEPTANCE. •D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee reereserlts and agrees that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose or performing its governmental or proprietary functions Consistent with .the permissible scope of its authority. Lessee currently intends forthe fWi Lease 'Tenn: to use the Equipment, L RENTAL PAYMENTS: LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the conunencement date thereof and the Lease Term of this Lease Schedule are set forth on the PaymentSchedule attached to this Lease Schedule. F. RE -AFFIRMATION OF THE MASTER LEASE: Lessee hereby re -affirms all of its representations, warranties and obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section '7 thereof and its representations in Section 16 thereof). G. MODIFICATION TO MASTER LEASE: Solely for the purposes of this, Lease Schedule (i) Section SOT the Master Lease is modified. to read in its entirety as follows:, "S, TITLE. Upon Lessee's acceptance deny Equipment priers Lease, title to the Equipment shall vest in Lessee" (ii) Section 14 ofthe Master Lease is deleted. H. TAX LEVY: Solely for purposes of this Lease Schedule, the terms and conditions of Sections 6.1 and 6.2 oldie Master Lease ere deleted and sheg have no affect on this Lease,_ ,$01(*le. special Interest and Sinking Fund Ohl:vest and Sinking Fund") is hereby created Solely for beeetkof this Leasescheduleand e Interest anci Sinking Fend shall be attablishe.d and Maintained hY Lessee at an official. depository bank of Lessee. The tete' rest and Sinking Fund shall he kept separate and apart horn aH other funds end accounts of Lessee. and shall be used only for paying the interest ON end the „principal of. this Lease Schedule. All ad Valorem taxes levied and collected for and on account of this Lease Schedule shall be deposited, as collected, to the credit of the interest and Sinking Fund. During each year while this Lease Schedule or any principal or interest thereon are outstanding and unpaid, the governing body of Lessee shall compute:and ascertain a rate and amount of ad valetera tax money required to pay the interest on this Lease Schedule as such interest becomes due, and to provide and InahlWn a sinking fund adequate to pay the principal of this Lease Schedule as such principal becomes due (but never less than 2% each year) and said CO Shall be, based on Pagel of 2. COPY the latest approved tax roll of Lessee with full allowance made for tax delinquencies and the cost of twt collection. So long as any part Of Lessee's obligations under this Lease Schedule remain unfulfilled, Lessee represents, warrants and covenants that: (a) nothing in this Lease Schedule shall cause it to be deemed an "arbitrage bond" within the meaning established by Section 148 of the Code and its regulations; (b) Lessee shall keep and retain adequate records in accordance with the Code and its regulations relating to arbitrage matters; and (c) Lessee shall comply with all of the requirements of the Code and its regulations relating to the rebate of arbitrage profit to the United States of America (including„ without limitation, Section 148(f) of the Code) and will rebate to the United States of America all arbitrage profit required thereby. Equipment/Escrow Acceptance Date: 20 Cl I? ROUND ROCK (Lessee) JP84ORGAN CHASE BANK, N.A. (Lessor) 13y: By: Title: Ca41dS1: So/ imas Ikita 'RV -1611 Title:Authorized Officer Page 2 cof 2 COPY SCHEDULE A-1 Equipment Description Lease Schedule No. 1000135360 dated SEPTEMBER 22 2011 The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Locations: A. Pierce Pumper & F550 B. Skid Steer Loaders C. Vehicles: 203 Commerce Street 913 Luther Peterson 2701 Mays Central Fire Station. Round Rock, TX 78664 Police Dept. Round Rock, TX 78664 Round Rock, TX 78664 Equipment Description: TITLED AND NON -TITLED EQUIPMENT DESCRIBED AS. VENDOR PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS RDO EQUIP CO. RDO EQUIP, CO. PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS PHILPOTT MOTORS JONES TRAILER CO. SI0DONS FIRE APP. PHILPOTT MOTORS PHILPOTT MOTORS CALDWELL CNTCHEVY DALLAS DODGE CHRY. GRANDE TRUCK. CNTR. CALDWELL CNT.CHEVY CALDWELL CNT.CH INV. # or DATE INV. AMNT DESCRIPTION 230861 538,422.92: 2011 FORD CROWN VICTORIA 230679" $38,822.92: 2011 FORD CROWN VICTORIA 230689 $38,42292 2011 FORD CROWN VICTORIA 230690 $38;422.92' 2011 FORD CROWN VICTORIA 230769 $38,422.92 2011 FORD CROWN VICTORIA 230772 $38;422.92 2011 FORD CROWN VICTORIA 230770 $38,422.92.: 2011" FORD CROWN VICTORIA 230771 $38;422.92 2011: FORD CROWN VICTORIA' 230853 $38;422:92 2011 FORD CROWN VICTORIA:: 230652 $38,422:42 2011 FORD GROWN VICTORIA E01949 834,799,00 JD SKID' STEER LOADER EDI 950 $34;799.00 JD SKID STEER LOADER 229460 625,916.00 2011 FORQ•EPT LL 1/2 229461 $25;916,00 2011 FORD EPT LL 1/2 2011 FORD PK 3/4 F250 CAB & 230383 $21,655.90 CHASSIS 2011 FORD: Pit 314.1`250 CAB".8," 230382 521,655,90 CHASSIS 13305 $320152:80 02:16201t 5506.127.96 229935 $17,431.00 230168 517;176.00 86338364 514,047.00 0616.2011 $16;767.00 110435 $105,472.00 8R359934 $3/.726.00. 8R359582 .537,726.00 (2) CHASSIS MOutfr ANIMAL CONTROL UNITS 2011 PIERCE FIRE IRK/PUMPER 2011 FORD EDGE SOV 2011 FORD EXPLORER SUV 2011 CHEVROLET 'EQUINOX .SUV 2011 JEEP GRAND CHEROKEE SUV 2011 FORD F550 PK; 2011 CHEVY TAHOE SUV 2011 CHEVY TAHOE StJV VIN or SiN 2FABP7BV3BX169204 2FABP7BV3BX169199 2FABP7BV6BX189200 2FABP76V7BX169206 2FABP7BV2BX169209 2FABP7BV5BX169205 2FABP7BVOBX169208 2FABP7BV9BX1692O7 2FABP7BVXBX169202 2FABP78V1BX169203 1T03320JA80201343 1T0332DJCB0201509 IFMJU1F57BEF31376 1FMJU1F5IBEF31372 1F07X2A638EC75498 1FD7X2A61BEC75497 Mounted on -the (2) Ford F250s 4PtCJ01A8BA011625 2FMDK3GC3B8B30073 1FMHK7B818GA69844 2CNALBEC588338384 'TARAWABC705820 1FUDF5HTIBEB80098 1GNLC2E06BR359934 IONLC2E01BR359582 This" Schedule A41 is attached to the Lease Schedule or a Reoeip#:Certificate/Paynient Request relating to the Lease Sehedule: CITY FRO (Lessee) By: ��++��L/l�c.x^ --� Title CMOST. IPMORGAN CHASE BANK. (Lessor)' By:. Title:' Authorized Officer COPY SCHEDULE A-1 Equipment Description Lease Schedule No. 1000135360 dated SEPTEMBER 22, 2011 The+ Equipment; described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Locations: A. Pierce Pumper & F550 B. Skid Steer Loaders C. Vehicles: 203 Commerce Street 913 Luther Peterson 2701 Mays central Fire Station Round Rock, TX 78664 Police Dept. Round Rock, TX 78664 Round Rock, TX 78664 Equipment Description: TITLED AND NON -TITLED EQUIPMENT DESCRIBED AS: CALDWELL CNT.CHEVY BR360489• $37,726.00 2011 CHEW TAHOE SUV tONLC2E058R360489 TOTAL $1,372,022;76 Expected Equipment Purchase Price $1,372,022.76 Down Payment $ N/A Net Amount Financed $1,372,022.78 This-SChedute A-1 is attached to the Lease Sc hedule ar a Receipt:erCrfitate.Payriient Roque*. r rating to the Lease • Scheitu10. ( Lessee) By ( C Tltte ,14AST.SItAar) Pro =414,3 4PMOIZGAN;CHASE BANK. N.A, (Lr) By: Thie:.Authorized Officer COPY PAYMENT SCHEDULE This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease -Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below. Lease Schedule No. 1000135360 Dated SEPTEMBER 22, 2011 Accn.ral Date: SEPTEMBER 22, 2011 Amount Financed $1,372,022.76 Interest Rate: 1.3400% per annum Rent Rent Number Date 1 3/22/2012 2 9/22/2012 3 3/22/2013 4 9/22/2013 5 3/22/2014 6 9/22/2014 Rent Payment $234,062.62 $234,062.62 $234,062.62 $234,062.62 $234,062.62 $234,062.62 Totals $1,404,375.72 CITY OF ROUND ROCK (Lessee) Interest Principal Portion Portion $9,192.55 $224,870.07 $7,685.92 $226,376.70 $6,169.20 $227,893.42 $4,642.31 $229,420.31 $3,105.20 $230,957.42 *1,557.78 $232,504.84 $32,352.96 $1,372,022.76 Principal Balance $1,147,152.69 $920,775.99 $692,882.57 $463,462.26 $232,504.84 $0.00 PA/ORGAN CHASE BANK. N.k (Lessor) By; By: TItIeOtsT: Sati;%s BVtV2 Tdle Authorized Officer Termination Value $1,147,152.69 $920,775.99 $692,882.57 $463,462.26 $232,504.84 $0.00 CHASE. 0 TEXAS LEASE SCHEDULE ADDENDUM. (Local Government) COPY Dated: SEPTEMBER 22, 2011 Lease Schedule No: 1000135360 Lessee: CITY OF ROUND ROCK R.eference is made to the above Lease Schedule ("Schedule") and to the Master 1,603 -Purchase Agreement ("Master Lease") identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A, ("Lessor") and the above lessee ("Lessee"). As used hereim "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedttle. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows: NOW THEREFORE, solely for purposes of the Lease, Lessor and Lessee hereby agree as follows; 1. DECLARATION OF PERSONAL PROPERTY FINANCING. (a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL CONSTITUTE PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE DEEMED. OR IDENTIFIED AS, ANY OF THE FOLLOWING: REAL PROPERTY; AN IMPROVEMENT ON ANY REAL PROPERTY; A' PERMANENT BUILDING OR STRUCTURE ON ANY REAL PROPERTY; OR A FIXTURE ON ANY REAL PROPERTY. (b) Lessee represents and warrants to Lessor that the Equipment is personal property and that the F.sluipment is not any of the following: real property; an improvement on any real property; a permanent building or structure on any real property. or a fixture on any real property. Upon Lessor's written request, Lessee shall furnish to Lessor a certificate -executed by an independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or architect certifies that the Equipment is reloesttable or transportable and will remain personal property, (c) Without limiting the generality of the representations in. the Master Lease as it applies to the Lease, Lessee represents and warrants to Lessee that the Lease complies with all applicable provisions of the laws of the Statesff Texas, Including, without !imitation, all applicable public finance laws of the State of Texas. 2. NO SALE OF FRACTIONAL INTERESTS IN THE. LEASE. Lessor agestos that: (a) unless 'otherwise agreed by Les.see in writing, Lessor will not date or tell fractional interests in the Lease or participation interests in the Least (b) if Lessor seils or assigns its rights in the Lease then, unless otherwise agreed by Lessee itt Writing; such sale Or assignment ahall be of an UntaVitled interest in :all of Lessor's right; title ruid interest in the Lease tee single purchaser ,or assignee; and (c) if Leasee constits to the creation or sale ,of any fractional interests in the Lease or any participation interests in the Lease, Lessor agrees that such transaction shall comply with applicable State and federal law. EXcept aS expreSsly amended or supplesnented by this Addendum and other inStrumentS signed bY LesSer and Lessee, the Lease retliaissi,Inchanged and in full force andeffeet (RRTX 1.3536e OR1220i I) Page 1 of 2, COPY IN WITNESS WHEREOF, the parties hereto have executed this, Addendum as of the date first written above. CITY OF ROUND ROCK JP',VIORGAN CHASE BANK, N.A. (Lessee) (Lessor) By: I By: Title; jvs 1 . SA; u ')tvtari 4 .1) _-reby, Title:Authorized Officer attt t`135360 4it;t2:2Oi t) Page 2 of2 COPY CHASE 0 VEHICLE SCHEDULE ADDENDUM Dated As oft SEPTEMBER 22, 2011 Lease Schedule No: 1000135360 CITY OF ROUND ROCK. Referenc'e is made to the above Lease Schedule ("Schedule") to the. Master Lease -Purchase Agreement identified in the Schedule ("Master Lease") by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee). This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined -herein, capitalized terms tlefined in the Master Leaseshall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows: 1. In the event that any unit of Ecptipmem covered by the Schedule is a vehicle or trailer under applicable Sate law, then the following provisions shall also apply to the;Schedule: (a) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers ta operate any such unit of Equipment, and such (Byers shall be agents of Lessee and shall not be agents of Lessor; and (b) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State taw with Lesser noted as lienholdff and Lessee as owner. -2. Except as expressly =ended by this Addendwri and other modifications signed by Lessor, the Schedule relnainS UnChanged an'd in full •fords and effect. IN WITNESS WHEREOF, the parties hereto ve executed this Addendum as of the (late first referenced above. CITY OF ROUND ROCK JFMORGAN CHASE BANK. N.A. (Lessem) (Lessor) By: 4C:.=;" By: Title; 0/1146T c2(ittbaS 1\42-yOrs" J.61N1 Title:Authorized Officer (12RTX 13536008.23.20W PREPAYMENT SCHEDULE ADDENDUM (Step Down Premium) Dated As 0f SEPTEMBER 22, 2011 Lease Schedule No. 1000135360 COPY Lessee: CITY OF ROUND ROCK Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease -Purchase Agreement ("Master Lease")identified in the Schedule, which are by and between.JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"), As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relatesto the Schedule: This Schedule Addendum amends and supplements the terms and conditions of the Lease: Unless othenwse defined herein, Capitalized temis defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows: 1': Notwithstanding anything to the contrary in the Lease (Including, without limitation, Section 15 of the Master Lease as it relates to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so tong as Lessee gives Lessor at least 20 days prior written notice (the "Notice Period"), Lessee may elect to prepay its obligations under the Schedule; by paying to Lessor on the. Rent Payment due date (a "Prepayment Oaten) following the Notice Period the total of the following (the Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late charges, and other amounts then due and payable under the Lease, plus (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date ("Principal Balance); plus (c) :a prepayment premium equal to the product of the appticabte. Prepayment Percentage set forth below and the Principal Balance as of the applicable Prepayment Date set forth below. From the Commencement Date of the "Schedule through the final Rent. Payment due date of the Schedule, the Prepayment Percentage is 1% 2, The prepayment orearly purchase option "rights granted herein shall cantrot in the event of any conflict between the provisions of this Addendum and the Master "Lease as it relates to the Schedule: 'Except as expressly amended or supplemented by this Addendum and other Instruments signed by Lessor and: Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS WHER8OF, the parties hereto have executed this Addendurn as of the date first written .above TY !F - SUN' R• JPMORGAN CHASE BANK.'N.A. (Lessee) (Lessor) By: ' c By: Ttle:,C i T:' ,,ta't 'rtu-IV %, Title: Authorized' Officer (prepay-muni-step:down premium 12;06) Page 1 COPY RESOLUTION NO.. R -10-10-14-9E9 WHEREAS, the City of Round Rock, Texas (the "Issuer") is a home -rule City of the State of Texas, and WHEREAS, the Issuer expects to pay expenditures in connection with acquiring certain vehicles and equipment (the "Property") prior to the issuance of obligations to finance the Property, and WHEREAS, the Issuer finds, considers, , an declares that the reimbursement of the Issuer for the payment of such expenditures will be appropriate and consistent with the lawful objectives of the Issuer and, as such, chooses to declare its intention, in .accordance with the provisions of. Seed= 1:150-2 of the Treasury Regulations, to reimburse itself for such payments at such time as it issues obligations to_finance ;the Property, Now Therefore BE 11' RESOLVED BY TRE COUNCIL OF THE. CITY OF ROUND ROCK, TEXAS, 1 That the issuer reasonably expects to incur debt, as one or more separate series,€ various types of obligations, with an aggregate maximum principal amount equal to $1,4254000.00 for the purpose of paying the costs of the Property. IT. That all costs to be reimbursed pursuant hereto will be capital expenditures. No tax-exempt obligations will be issued by the Issuer in furtherance rance of this Resolution afire a date which is later than 18 months after the later of (1) the date the expenditures are paid: or (2) the date on which the property,- with respect to which such expenditures were made, is Sneed in service: *Nape liOCiet4%0112AneetIpMMrearm urn7.0ordnit COPY IIL. The foregoingnotwithstanding, no tax-exempt obligation will be issued pursuant to this Resolution more than three yearsafter the date any expenditure which is to be reimbursed is paid. Ili. The City Council hereby finds and declares that written noticeof 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 titres duringwhich this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as requiredby the Open :Meetitsgs'Act, Chapter 551, Texas Covenument Code, as amended, RESOLVED this 14th day of October, 2010. Yvr,/l1` AL eCN MCGRA11W, Mayor City ofRound Rock, Texas ATTEST: 2,14411(e 142/Ctt- SARA L. WHITS, City Secretary CHASE CERTIFICATE OF AUTHORIZATION. & INCUMBENCY Lease Schedule No: 100013S360 COPY Lessee: CITY OF ROUND ROCK I hereby certify to JPMORGAN CHASE BANK, N.A. ("Lessor") that I am the officer of the above-named Lessee ("Lessee") with the title indicated beneath my signature below, and as such, l am authorized to execute: and deliver this Certificate on behalf of Lessee in connection with the. above -identified Lease Schedule together with the. Master Lease -Purchase Agreement identified therein (collectively, the "Lease")'between 'Lessor and Lessee. I further certify: (a) that I have examined the representations and warranties made by Lessee in the Lease; and (b) that such representations and warranties remain true and correct as if made on and as of the date of this Certificate: I further certify: (I) that attached hereto as E sIbtt A is a copy of the resolutions adopted by the governing body of Lessee or the minutes of an official meeting of the governing body of Lessee regarding the matters set forth' in said minutes; (2) that the transactions contemplated by the Lease have been duly authorized by the governing body of Lessee pursuant to the resolutions or actions set forth in said Exhibit A; and (3) the resolutions which were adopted by, or the actions taken by, the governing body of Lessee asset forth in ExhibitA •are in full force and effect on 'thedate of this Certificate and have not been modified or rescinded. I further certify that die following are names, titles and specimen signatures of officers or representatives of Lessee who are duly authorized to execute and deliver the Lease and any related documents, each of whom has been duly elected or appointed to hold and currently holds the office or position of Lessee which is set forth opposite his ocher name: (Please type or print) Name Title Sign re OST, ativlas 1)rv-Cl4.-3 Name Sfe/vc, kkyrNiveri Natne Titl' e Y"' 61111 II1A.Aviaj - Title Signature 5ignaf r , 11.11174f,4,Air The undersigned Secretary/Clerk of the above-named Lessee hereby ;certifies. and -attests that the undersigned has access to the: official r cords,of'the governing body ©fthe Lessee and that the undersigned is authorized. to execute add deliver this Certificate.' )vV'vL • V LQvtu Signature ofSecretary/Clerk Of Lessee Frint:Namei L. Wlh i le �-C�/IL OftieialTitie: G i j G' "I t Date .g . II Attachment; Exhibit A, true and complete, copy of the original authorizing resoitillon/nzhnutes September 22, 2011 Sheets & Crossfield, P.C. ATTORNEYS AT LAW 309 East Main Street • Round Rock, TX 78664-5246 Phone 512-255-8877 • fax 512-255-8986 www.sheets-crossfield.com COPY Lessee: City of Round Rock, Texas Lessor: JP Morgan Chase Bank, N.A. Re: Lease Schedule No. 1000135360 dated September 22, 2011, together with its Master Lease -Purchase Agreement dated as of September 22, 2011, by and between the above-named Lessee and the above-named Lessor Sir/Madam: I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the Master Lease -Purchase Agreement and its Addenda, and all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: 1. Lessee is a political subdivision of the State of Texas (the "State"), duly organized, existing and operating under the Constitution and laws of the State of Texas. 2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting creditors' remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws). 231795/jkg COPY 5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee, and any of their assigns may rely upon this opinion. • ly yo. Steph' L. Sheets, City Attorney COPY CHASE4) PROCEEDS DISBURSEMENT AUTHORIZATION IPMORGAN CHASE BANK, N.A. 1111 Polaris Parkway, Suite A3 (01-11-1085) Columbus, OH 43240 Date: SEPTEMBER 22, 2011 Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below Reference is made to that certain Master Lease Purchase Agreement dated SEPTEMBER 22, 2011 between CITY OF ROUND ROCK, ("Lessee) and JPMORGAN CHASE BANK, N.A. (the "Lessor"), and the related Lease Schedule #1000135360 dated SEPTEMBER 22, 2011 I hereby instruct you and authorize you to disburse S1,372,022.76 to the account number(s) as specified below: Payee - CITY OF ROUND ROCK Name of Bank: BANK OF AMERICA ABA No : 026000963 Account Number: 004705846821 Account Name: CITY OF ROUND ROCK OPERATING ACCOUNT Amount $1,372,022.76 Re: 1..ease #10001.35360 Wire; By signing below, Lessee authorizes Lessor to issue checks or direct fund transfers to the payees, in the amounts, and per the instructions (if applicable) set forth above. Lessee also,acknowledges that it may be responsible for paying other fees directly to third parties, such as Lessor's counsel, and making other disbursements in connection with the lease transaction per the terms of the lease docinnents. Lessor may rely and act on the instructions set forth herein and shall not be responsible for the USB or application of the holds, and Lessee shall indemnify, defendand hold harmless Lessor from and against any and all losses, oostS„ expenses, fees, claims, damages, liabilities, and causes of action in any way relating to or arising from acting in accordance therewith. In the event Of any conflict with any other instruction set forth herein, the ABA # and Account # shall control. IN WITNESS WHEREOF, the Lessee has caused this Proceeds Disbursement Authorization to he executed as of the day and year first above written. CITY OF TtOUND ROCK (Lessee) By: Title CetvlosT(Aio351 Aitaycht -erv--Z4'i'a l'agb I �f1 ,.. 800 038 G ,tiev; May 2010) 6ipanmeni of•the Tteatitry *what PeVerure Service Information Return for Tax -Exempt Governmental Obligations tr, Under Internal Revenue Code section 149(e) to See separate inattention* Caution; If the Issue price is under $100,000, use Form 5.035-0a COPY 050115-NO:1544,0720 Part I Reporting Aut ority If Amended Return check here 1* 1 Issuer's names C/It'Y mic.Lii21 kee A: 2 lestme_ i wt (BN) 791. ‘e 7 d3:5- 3 Number and street' (or P.O. tiox-..it mall Is notdel>peci 10 street address) .:, 02. 1 E A' Us i 1/(/ • cit.r41,-.0d- Pc:roast:suite 4 Report number (For IRS' Use Only) 1 3 PAO, 5 City, post office,. st andZtpcoda ,f'dal,-.,,<- 9 6 Date of iSSUO I Nneflesue 0/7/15142,- helSe- "42,0,,,A,,,27; /65,z612_ 5zo ., :4 co le1.41e e 'OUSIP ;twitter yt Name and tale of officer of the Ind+or outer person WhOrri the4Rs may call for mor n 10 TeleOone number of officer or other petion (sriA ) .;241"-.„5--56--5- Part II Tpe of Issue (enter the issue price) See instructions.and atta6h schedule 11 12 13 14 15 Education • . , , . . . . Health and hospital . . . . . . . . . . . . Transportation . . . , . Public safety , , , , , „ , , Environment (including sewage bonds) 16 Flousing , , . , . „ , „ , . 17 Utilities . . 18 •Other. Describe 19 It obligations are TANs or SANS, check. only box 19a . . . . . . • . , „ , * 0 If obligations are BANs, check only box 19b. , . . . . . . . . . . . . 10. 0 20 If obligations are in •the form of a lease or Installment site, check box . . . , • . . * 0 Part III 11 12 13: 14 15. 447-V22 16 17 18 Desctiptiort of ObligatiOns. Complete -for the entire issue for which this. form is tieing filed. „. 'escalate (e) Stated redemption (di Weighted-, price at maturity average maturity tag Final rriatiltity date Part IV Uses otProce.eds. Of fiend Issue (toc. tiding tirid.erwriteesf. olfsOount), 22 Pros used for accrued interest..................... 23 Issue price:of entire *ye, (enter amount from line 21, column (b)) 24 Proceeds usedfor bond issuance costa(InsiedIng_underwriters' discount) . 25 Proceeds used forpredit enhancement . 26 PrgOOde allocated to reasonably -moulted reserve or eplecernentiOnd 21 Proceeds used to currently refund prior issues. • „ :28 *Proceeds used to advance refund prior issues . , . . 29 Total (acld lines 24 through 28) , , „ , . , • • .. 30 Nonrefundirig ,Proceeds:of the issue *Wreath1e 29 Obi' title 23 aniteritei•emoUnt hero) Description of Refunded Bends (COniOliate itti5gart brilY fee refUndIng.bondt. ,.31 ear the remaining, weighted average maturity of the bonds to De curientiy-reiuncted 32 Enter the remaining weighted averagenisturity of the bonds to be advance.,refunded 33 •Enter the Iasi date on Which the refunded bonds will be -moo, (mmiopivyi,Y), ,34 Inter the date(s) the refunded bonds were Issued * PAIWPDPOYY) Yeete: 23 ,25 20 27 25. Part V 30 44/47 )(oars A7 years For Prlvaoy Act aiitt.PeperWork RedOctiOrt Act Notice*, see Separate instruCtiorm. .Cet. No. 61772a, Fdd0 0140-0. (Reit. 2-2010) Form 8058-e (Rev.. 5.-2010) COPY Pg 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . 36a Enter the amount of gross proceeds invested -Or to be invested in aguaranteed Investment contract (GIG). (see Instructions) .. , b Enter the final maturity date of the GIC ►' 37 Pooled financings: a Proceeds of this issue that are to be used to make bans to other governmental units . . , , . . . . b If this issue Es a loan made from the proceeds of another tax-exempt issue, check box 1'0 and enter the name of the issuer ► and the date of the issue ► 38 If the, issuer has designated the issue under section 2650)(3)(8)(1)(IIl) (small issuer exception}; check box to- 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 35 36a 37a Signature and Consent Under penat'ea of perjury, !declare that I have examined thl8 return and accompanying chedules sad statements, and to the hest of my knovIedge and be&ref are true, carted, andfu c ..1 er deciare that I ooneant to ihe'iR3's disclosure of the Issuer's'returtt information, as nece!sainj to prom retum_io the person t 1 h authorded above; .1?,• l I Ca✓lasT Siv►41rs wl cwi Date r type or print;narne and title Paid Preparer's Use Only Preparei`s. signature Date ensok li empleved 0 rer's-SSN or Fern's name (or address anours if d ZIP Goode EI Phone no. ( ) Frans8038-G^t.(Rav::; 'U} Instructions for Form 8038-G (Rev. May 2010) Information Return for Tax -Exempt Governmental Obligations COPY Department of the Treasury Internal Revenue Service •Section references are to the Internal Revenue Code unless Otherwise noted. General Instructions Purpose of Form Form 8038-0 Is used by issuers of tax-eXeMpt governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File IF the Issue price THEN, for tax-exempt (line 21, column (ti))governmental Is., obligations Issued after December 3.1, 1986,, issuers must • $100,000.or mons A separate Form 8038-G for each issue Less than $iodoott Form 8038 -GC, Information Return tor Small Tax -Exempt Governmental Bond Issues, Leases, and Installment Sales When To File Fite Fonn 8038-e on before the 18th day of the 2nd calendar month after the close of the calendar quarter In which the bond is issued. Fenn 8038-G may not be filed before the issue date and must be completed based on the facts as of the. issue date. Late filing. An issuer may be granted an extension of time (0 file Form 8038-G tinder Section -3 of Rev. Proc. 2002-48, 2002-37 I.R.B. 631, if it is determined that the failure to file on time is not due to willful neglect. Enter at the tap of-thefOrth 'Request for Relief under Section 3 of Rev; Prod. 2002-48 and attach a letter explaining Why F00.80384 was not submitted to IRS on time. Also IndoaterWhettierthe bondlastiO in questforile under examination by the IRS. Do not submit copies of Ittatrust inderatire'dt other bond documents. See Where To Pr* below, Where TO File File Form '8038 -OK and any attachments, with the bepadtrient of the Treasury. Internet RevenueService tenter, Ogden. UT 84201. Private delivery ,services, Yeti can use certain prisitte-4fiVery'SerViCeS_ designated by the•IRS:to ineetthalimely mailing as timely filing/payingrule for tax returns and payments. These private delivery services Include only the following: • DHL Express (DHL): DHL Same Day Service. • Federal Express (FedEx): FedEx Priority Overnight, FedEx Standard Overnight; FedEx 201y, FedEx International Priority, and FedEx International First. united*Pattel Service (UPS): UPS Next Day Air, UPS Next Day Air Saver, UPS 2nd Day Air, UPS 2nd Day Air A.M., UPS Worldwide Express Plus, and UPS Worldwide Express. The private delivery service can tell you how to get written proof of the mailing date. Other Forms That May Be Required For rebating arbitrage (or paying a penalty in lieu of arbitrage rebate) to the Federal government, use Form 8038-T, Arbitrage Rebate, Yield ReduOtIon and Penalty in Lieu of Arbitrage Rebate. For Ovate activity bonds. use Forel 8038, Information Return for Tax -Exempt Private Activity Bood Issues, For build America bonds (Direct Pay), build America bonds (Tax Credit) and recovery zone economic development bonds, complete Forth 8030-0, information Return for Build America Bonds and Recovery Zona:Economic Development Sonde', For qualified forestry conservation bonds, new clean renewable energy bonds, qualifiedenergy conservation bonds, qualified:zone academy bonds, qualified school construction borals,, *An renewable energy bends, iblichoreatehl tax credit bonds, and all other qualified tax credit bonds (except build America bonds), file Form 8038 -TC, inforMatiOn Return for Tax,Oredit Bonds and Specified Tax Ore:fit Bonds. Rounding to Whole Dollars You may show amounts on this retum as whole defiers. To do so, drop amounts less than 60 cents and incteaSearitounts from 50 cents through 99 cerkislOAhe heittigher dollar. Questions on Filing Fomi .8038-G For specific questions on how to file Form 8038 -G -send an entail to the IRS at TaxEmaapteonetQueittansetaa,gav and put "Farm 8030-0 Question* in the subjectline. In the Maude a Oat. NO. eV7413 description of your question, a return email addresai the harm of a contact person. and a telephone number. Definitions Tax-exempt obligation. This is any obligation,, Including a bond, installment purchaswagreettient, or financial lease; on which the interest is excluded from income under section 103. Tax-exempt governmental obligation. A tax-exempt obligation that is not a private activity bond (see below) is a tax-exempt gOvernmtwital obligation., This Includes rt bond issued by a qualified volunteer fire department under section 150(e). Private activity bond. This includes an obligation issued as part 'of an issue in which • More than 10% Of the proceeds ere:tii be used for any private activity business use, and • More than 101 0! thepayment of principal or interest of the issue is either (a) Secured by an Interest in properly to be used for a private:btisiness use (or payments for such property) or (b) to be derived from payments for property or borrowed money) used for a private, business use. It also includes a bond, the proceeds of which (a) are to be used 10 make or finance 'mina (other than loans described in atiction.141(0)(2))10 persons other than governmental units and (b) exceeds the lesser Of 5% Of the proceeds million. issue pries. The issue price of obligations is determined under Regulations Section 1,148-1(b). Thus; when issued for cash, the issue price is the first prke,atiVhietia:stibstantial amount of the obrigellana are told td'fbe Todeterminelhe issue price of an obligation issued for nieptety. see sections 1271and 1274 and the related regulations. issue. Generahly, obligatlons""are'treated as part of the same issue only if they are issued by thoeante-lastier; on the same data, alidaa'pan:bt a single transaction,. or a sides Orreletadfransaittoas- HoweVsmbbilgOions Issued during the tarnattileDderlem* Wandet:sideri under amounts are to Of•adVaneed'PeribdteilYta *i;lraw'dOWn loan") or (b) with :ate' der*, Mideading 270 day* may be treated. as pad of the sameIssuer the obligations and ratably secured under a single Indenture or lean agreement athd are issued under a common financing arrangement (for example, under the same official statement periodically updated to reflect changing tactual circumstances). Also, for obligations, issued under a draw -down loan that meets the requirements of the preceding sentence, obligations issued during different calendar years may be treated as part of the same issue if all of the amounts to be advanced under the draw -down loan are reasonably expected to be advanced within 3 years of the.date of issue of the first. obligation. Likewise,. obligations (other than private activity bonds) issued under a single agreement that is in the form of a lease or installment sale may be treated as part of the same issue if all of the property covered by that agreement is reasonably expected to be delivered within 3 years of the: date of issue of the first obligation. Arbitrage rebate. Generality, Interest on a stateor local bond Is not tax-exempt unless the issuer of the bond rebates to the United States arbitrage. profits earned from investing proceeds of the bond in higher yielding nonpurpose investments. See section 148(f). Construction Issue; This is an issue of tax-exempt bonds that meets both of the following conditions: 1. At least 75% of the available construction proceeds are to be used for construction expenditures with respect to property to be owned by a governmental unit or a 501(c)(3) organization, and 2. All the bonds that are part of the issue are qualified 501(c)(3) bonds, bonds that are not private activity bonds, or private activity bonds issued to finance Properly to be owned by a governmental unit or a 501(c)(3) organization. In lieu of rebating any arbitrage that may be owed to the United States, the Issuer of a construction issue may make an irrevocable eteottgn to pay a penalty:. The penalty is equal to 1'h% of the amount of construction proceeds that do not meet certain spending requirements._ See section 148(f)(4)(C) and the Instructions for Form 8038-T. Specific instructions Part I—Reporting Authority Amended return, An issuer may filean amended return to change or add to the Information reported on a previously filed return for the same date of issue If you arefifing to correct errors Or change a prevircoaly filed return, check the Arne ed Return box in the heading,o( the form; The amended return must provide all the information reported on the original tatuin, in addition to the new lir esnectee information.Attach an explanation of tate feasor) f or the amended return and write: acroseelhetop, `Amended Return Explanation." - Line 1. The issuers name is the name of the entity issuing the obligations, not the narne.of the entity receiving the benefit of the financing. For a lease or installment sale, the issuer is the lessee or the purchaser: Line 2. An issuer that does not have an employer identification number (EIN) should apply for one on Form SS -4, Application for Employer Identification Number. This form may be obtained at Social Security Administration offices; or by calling 1.800 -TAX -FORM (1.800-829-3676). You can also get this form on the IRS website at www.rrs.gov. You may receive an EIN by telephone by following the instructions for Form SS -4. Line 4, This line is for IRS use only. Do not make any entries in this box. Line 6. The dateofiSsueis geeeralty the date on which theissuer physically exchanges the bonds that are part of the issue for the underwriter's: (or other' purchasers) funds. For a lease or installment sale, enter the date interest starts to accrue. Line 7: If there is no name of the issue, please provide other identification of the issue. Line 8. Enter the CUSIP (Committee of Uniform Securities Identification Procedure) number of the bond with the latest maturity. If- the issue. does not have a CUSIP number, write "None." Lines 9 and 10. Enter the name, title, and telephone number of the officer of the Issuer whom the IRS may call for more Information. If the Issuer wishes to designate a person other than anofficer Of the issuer (including a legal representative or paid preparer) whom the IRS may call for more information with respect to this return, enter the name, title, and telephone number of such person here. Note. By authorizing a person other than an autherized officer of the issuer to communicate with lite IRS and whom'the !Ramey caffformore: information with respect to this return, the issuer authorizes the IRS to communicate. directiy with the individual listed in line 9 and consents to the disclosure of the issuers return information to that individual, as necessary, in Order to process this return. Part It—Type of Issue Elections referred to in Part 11 are Made On the original bond docurnenfs, not on this form. Identify thetype oftions Issued by entering the corresponding Issue price (see, Issue price under Defnitrons on gaga 1). Attach a; schedule listing names and EINeof organizations that are to use premeds of these Obligations -if different from those of the issuer, Include a brief' summary of the use and indicate whether or not "sutra user a emmental or nongovernmentald 2- COPY Line 18. Check the box on this line only if tines 11 through 17 do not apply. Enter a description of the issue in the space provided. Line 19. 1f the obligations are short-term tax anticipation notes or warrants (TANs) or short-term revenue anticipation notes or warrants. (RANs), check box 19a. If the obligations are short-term bond anticipation notes (BANs), issued with the expectation that they, will be refunded with the proceeds of tong -term bonds at some future date, check box 19b. Do not check both boxes. Line 20. Check this box if property other than cash is exchanged for the obligation, for example, acquiring a police car, a fire truck, or telephone equipment through a series of monthly payments. (This type of obligation is sometimes referred to as a "municipal lease) Also check this box if real property is directly acquked in exchange for an obligation to make periodic payments of interest and principal. Do not check this box if the proceeds of the obligation are received in the form of cash, even if the term lease is used in the title of the issue. Part III—Description of Obligations Line 21. For column (a), the final matuntydate is the last date the issuer muss redeem the entire issue. For column (b), see issue price under Definitions on page 1. For column (c), the stated redemption price at maturity of the entire issue la the Sum of the stated redemption prices at maturity of each bond issued as part of the issue. Fora lease orfnstallment sale, wnte "N/A in column (c). For column (d), the weighted average maturity's the sum of the products of the Issue price of each maturity and the. number of years to maturity (determined separately for each maturity and by taking into account mandatory redemptions), divided by the issue price of the entire issue (from line 21, column (b)). Fora lease or installment sale; enter instead the total number of years the lease or installment sale will be outstanding. For column (e), the yield, as defined in section 148(h), Is the discount rate that, when used tocomputeha present value of all payments of principal and Interest to be paid on the obligation, produces an amount equal to the purchase vibe. Including accrued Interest, see Regulations section 1.148-4 ter specific rules to -compute the yield on an issue. If the issue Is a variable rateissue, write "VW as the yield piths Issue. For other than variable rate Issues, .cariythe yield. out to tour decimal places (for' example, S.3125%). Wale issue Ise ((ease or installment sale, enter the effective rateof interest being paid., Fart IV—Uses of Proceeds of Bond Issue For a lease or installment sale, write °N/A" in the space to the right of the title for Part IV. Line 22. Enter the amount of proceeds that will be used to pay interest from the date the bonds are dated to the date of issue. Line 24. Enter the amount of the proceeds that will be used to pay bond issuance costs, including fees for trustees and bond counsel, If no bond proceeds will be used to pay bond issuance costs, enter zero. Do notleave this line blank. Line 25, Enter the amount of the proceede that will be used to pay fees for credit enhancement that are taken into account in determining the yield on the issue ter purposes of section 148(h) (far example, bond insurance premiums and certain fees for tetters of credit). Line 26. Enter the amount of proceeds that will be allocated to such a fund. Line 27. Enter the amount of the proceeds that will be used to pay principal, interest, or call premium on any other issue of bonds within 90 days of the date of issue. Line 28. Enterthe amount of the Proceeds -that will be used to pay principal, interest, or call premium on any, other Issue; of bonds after 90 days of the date of Itteue, Including proceeds that will be used to fund an escrow account for this purpose. Part V --Description of Refunded Bonds Complete this part only if the -bonds are to be used to refund a prior issue of tax-exempt bonds. For a lease or installment sale, write "NOV In the space to the right of the for Part V. Lines 31 and 32, The remaining weighted average maturity is determined without regard lathe refunding, The weighted average maturity is. determined_ in the same: manner as on Zine 21, column (d). LIne 34, If mare than a.single'Issue of bonds will be refunded, enter the date of lama of each issue. Enter the date inan fMIM/DD/VYYY format. Part VI—Miscellaneous Line -35. An allocation of volume cap Is required 11 the nonqualifed~amount with respect to the issue exceeds $15 million but does not exceed the amount which would cause the issue to be private activity bonds. Line 36. If any portion of the gross. proceeds of the Issue are or will be invested in a guaranteed investment contract (GIG), as defined in Regulations section 1.148-1(b.), enter the amount of the gross proceeds so invested, as well as the final maturity date of the GIC. Line 37a, Enter the amount of this is,sue used to fund a loan to another governmental unit, the interest of which is tax-exempt. Line 39. Check this box if the issueisa construction issue and an 1rrevocable:. election to pay a penalty in lieu of arbitrage rebate has been made on or before the date the bonds were issued: The penalty is payable with a Form 8038-T for each 6 -month period after the date the bonds are issued. Ifo not make any payment of penalty in lieu of arbttrage rebate with this form. See Rev, Proc. 92-22, 1992-1 CAI 736 for rules regarding the "election document Line 40. Check this box' if the issuer identified a hedge on its books and records in accordance with Regulations sections 1.148-4(h)(2)(viii)' and 1.148-4(h)(5). These regulations permit an Issuer o1 tax-exempt bondsto identify a hedge for it to be Included in yield calculations for computing arbitrage, Signature and Consent. An autionzed officer of the issuer must sign Form 803843 and any applicable certification. Also print the name and title of the person signing Form $038-G. 'The authorized representative of the issuer signing this form must have the authority to consent to the disclosure of the issuer's return information, as necessary to • process this return, to the person(s) that have been designated in Form 8038-G. Note. If authority is granted in line for the IRS to communicate with a person other than an officer of the issuer, by signing this form,:theissuer's authorized representative consents to the disclosure of the Issuer's return hn`ormatiort, .as necessary to process this return, to such person. Paid Preparer If an authorized officer of the -issuer filled in this return, the paid preparer e space should remain blank. Anyone who prepares theo-retum but does'not charge COPY the organization Should not sign the return. Certain others who prepare the return should not sign. For example, a regular, full-time employee of the issuer, such as a deck; secretary, etc., should not sign. Generally, anyone who is paid to prepare a return must sign it and fill in the other blanks in the Pak(Preparer's Use Only area of the return: The paid preparer must • Sign the return lathe space provided for the preparer's signature, • Enter the preParerInformation, and • Give a copy of the rettim to the issuer. Privacy Act and Paperwork Reduction Act Notice. We ask for the information on this form ta carry out the internal Revenue laws of the United States. You are required to give es the Information. We need R to ensure that you are complying with these laws. Section 6109 requires paid preparers to provide their identifying number. You are not required to provide the infarrstationr requested on a tan that is subject to the Paperwork Reduction Act unless the form displays a valid OMB controt number. Books or records relating to a form or Its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns;aed return illtcrmation• aro _ confidential,as required by section 6103. The time heeded to complete and tile this form varies depending on individual circumstances. The estimated average: tithemef Learning about the law or 2'hr., `41 min. orm ... Prepering, copying, hr,, 3 min. assembling, end sending the form to the IRs ..... , tfyou have comments concerning the accuracy of these tithe estimates or suggestions for making -this form simpler" we would behappy to hear from you, You can write to the InternalRevenue Service Tax Product Coordinating Committee. SEW:CAR-PTT?SP;1111 Constitution Ave, NW, IR -6526, Washfngten,,PC 20224. Do not send the form to this office. Instead, see Where. To Fite -on page i,. CHASE SIGN UP .... FOR AUTOMATED BILL PAYMENT COPY Please complete ALL Sections and return this form: I authorize JPMORGAN CHASE BANK, N.A. to make withdrawals from the account listed below. 1 understand that 1 control my withdrawals for payments on leases and loans. If at any time 1 decide to discontinue this payment service, I will notify the biller. I also understand that any future leases and loans will automatically be set up with auto debit withdrawals unless JPMorgan Chase Bank, N.A. elects to the contrary. All assessments and other fees payable under the leases and loans will be withdrawn with rental/installment payments unless otherwise instructed. (PLEASE PRINT) Customer Information: Financial Institution: Name: CITY OF ROUND ROCK Name: Address: 221 E. MAIN Address: City: ROUND ROCK City: State: TX Zip: 786645299 State: Zip: Account Type (check onc) ❑ Checking n Savings Routing /ABA Number Account Number (Please enclose a voided check) Biller information: Your JPMorgan Chase Bank, N.A. Account Number(s) as Shown on Agreement or Invoice. (A sign up form is required for each unique financial institution account and routing/ABA number.) 1000135360 1000 1000 1000 Notice to Customer - This agreement authorizes the periodic transfer of funds from your account at the financial institution listed on this sign up form by electronic means. Your rights and liabilities under this agreement are governed in part by federal laws and regulations dealing with electronic fund transfers. You should consult your agreement with the financial institution, which holds your account for a more complete disclosure of your legal rights. Withdrawal amount may change to reflect the payment schedule defined in the agreement. This authorization and change of payment method will not modify or amend the agreement, including any rights or remedies of JPMorgan Chase Bank, N.A. The biller reserves the right to discontinue this payment service at biller's discretion and upon notice to the customer. Authorized Signature Date Telephone No. Do Not Enclose Payment! Mail to: JPMorgan Chase Bank, N.A. 1111 Polaris Parkway, Suite 3A Columbus, OH 43240 Or Fax to: 1-866-276-4064 COPY THINGS YOU NEED TO KNOW ABOUT AUTOMATED BILL PAYMENT Q. How do 1 sign up? A. Complete all sections of this forn, sign, enclose a voided check and mail or fax to 1-866-276-4064. Q. Once 1 have enrolled in the automated bill payment will JPMorgan Chase Bank, N.A. give me notice of when my automated bill payment will begin? A. Yes. You will be notified by mail in advance of your actual start date. Typically, it will take 4 to 6 weeks before you will begin. Please continue to pay until notification is received. Q. When will the payment amounts be taken out of my checking or savings account? A. The periodic payment will be deducted from your checking or savings account automatically by JPMorgan Chase Bank, N.A. on the payment due date. lithe payment due date falls on a weekend or holiday the payment will be deducted on the next business day. Q. What if 1 have a question about my bill payment or want to stop the automated payment plan? A. Simply call us at 1-800-678-2601 Option #2. Q. How can 1 be sure my bill has been paid? A. Your payment will be clearly itemized on your bank's monthly account statement. Q. Is there a charge for this service? A. No. You are a valued customer and we offer this service free of charge. Q. If I've already signed up, must 1 complete the form again? A. Only if you are adding or changing the financial institution account and/or routing/ABA numbers. Q. How will 1 be billed for assessments? A. Assessments such as personal property tax and fees will be deducted with your rental payment unless otherwise instructed by you in writing.