R-12-09-13-F3 - 9/13/2012 RESOLUTION NO. R-12-09-13-F3
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF
NEW LEASE SCHEDULE, SCHEDULE A-1, PAYMENT SCHEDULE, AND
OTHER RELATED INSTRUMENTS PERTAINING TO CURRENT
FINANCING, ALL RELATING TO THE EXISTING MASTER LEASE-
PURCHASE AGREEMENT EXECUTED ON SEPTEMBER 22, 2011; AND
DETERMINING OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, the City of Round Rock, Texas, as Lessee, entered into a Master Lease-Purchase
Agreement and Master Lease-Purchase Amendment on September 22, 2011 with JPMorgan Chase
Bank, N.A., as Lessor, and same are fully in force and effect; and
WHEREAS, the terms thereof allow for the addition of new lease schedules for the financing
of additional equipment; and
WHEREAS, such new lease schedules are now being added, and the principal amount
expected to be financed is $500,000.00; and
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WHEREAS, Lessee is a political subdivision of the State of Texas in which Lessee is located
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(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
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operations of Lessee; and
WHEREAS, the City Council desires to obtain certain equipment described in new Schedule
A-1 "Equipment Description" to the Master Lease-Purchase Agreement in an amount not to exceed
$500,000.00 (collectively the "Lease") with JPMorgan Chase Bank, N.A.; and
WHEREAS, the City Council hereby finds and determines that the execution of one or more
lease-purchase agreements in the principal amount not exceeding the amount stated above ("Principal
Amount") for the purpose of acquiring the Equipment ("Equipment") described specifically in the
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agreements is appropriate and necessary to the functions and operations of Lessee, and that the
Equipment is essential for Lessee to perform its governmental functions; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable
legal bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into all documents amending the Lease with JPMorgan
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 Master Lease-Purchase Agreement and Master Lease-Purchase
Amendment entered into on September 22, 2011 with JPMorgan Chase Bank, N.A., as Lessor, and the
City, as Lessee, is in full force and effect; and that new lease schedules are being added for the
financing of additional equipment, and the principal amount expected to be financed is $500,000.00.
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Section 2. That the Mayor ("Authorized Representative"), acting on behalf of Lessee, is I
hereby authorized to negotiate, enter into, execute, and deliver one or more equipment leases in
substantially the forms set forth in Exhibit A, attached hereto and incorporated herein. The Authorized E
Representative, acting on behalf of Lessee, is hereby authorized to negotiate, enter into, execute, and
deliver such other documents relating to the equipment leases as the Authorized Representative deems
necessary and appropriate. All other related contracts and agreements necessary and incidental to the
equipment leases are hereby authorized.
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Section 3. That by a written instrument signed by the Authorized Representative, said
Authorized Representative may designate specifically identified officers or employees of Lessee to
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execute and deliver agreements and documents relating to the equipment leases on behalf of Lessee.
Section 4. 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
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equipment leases shall contain such options to purchase by Lessee as set forth therein. r
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Section 5. That the terms of the Lease are in the best interests of Lessee for the acquisition of
the Equipment.
Section 6. 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.
Section 7. 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 Clerk 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 8. 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
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open to the public as required by law at all times during which this Resolution and the subject matter
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hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, I
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Chapter 551, Texas Government Code, as amended.
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RESOLVED this 13th day of September, 2012. yy��
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ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
The City Clerk 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.
divot.
Sara L. White, City Clerk
Date Signed: 20(Z
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EXHIBIT
CHASE !
JPMORGAN CHASE BANK, N.A.
Mail Code OHI-1085
1111 Polaris Parkway, Suite 3-A
Columbus, OH 43240-2050
August 31, 2012
CITY OF ROUND ROCK
Attn: Purchasing Manager
221 East Main Street
Round Rock, TX 78664
Dear Ms. Becker:
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Re: Lease Schedule #1000136745
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Dear Ms. Becker:
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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 August 31, 2012 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.
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• Master Lease Purchase Agreement and the Master Lease Purchase Amendment for
Financial Reporting—These documents constitute the main agreement for this and future
Schedules. These documents were executed September 22, 2011 and are still in force and effect.
They are included for reference.
• 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 each form. }
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• Vehicle Schedule Addendum, Prepavment Schedule Addendum, and the Texas Lease
Schedule Addendum —These documents further define terms and conditions for this particular
schedule. Please have your Authorized Signer sign each form.
• Resolution and Declaration of Official Intent— Your governing board will need to review and
approve the financing. Please have your Secretary/Clerk of the board certify that the board has
met and approved the financing, and that the titles of the Authorized Signer(s) are correct.
Please include your Resolution or Board Minutes with your executed documents.
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• Certificate of Authorization and Incumbency — Please have the Secretary/Clerk of the board
certify that the titles and specimen signatures of the Authorized Signer(s) are correct, as well as
the Resolution or Board Minutes. f
• 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.
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• Proceeds Disbursement Authorization - Please complete the missing payment information,
sign and date, and provide the signer's title and signature where indicates.
• Invoice Copies — Please provide copies of the paid invoices.
• Title Applications — Please provide copies of the title applications indicating no lien holders are
attached to the vehicles. Your spreadsheet and payment proofs were received.
• 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 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 executed documentation package.
If you want JPMorgan Chase Bank to file the form, please include the completed and executed
form with your executed documents.
• Auto Debit Form — 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, including the 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.
We ask the original signed lease documents be received at our Columbus office one full business day before
the anticipated funding date. If using UPS as your over-night service provider, please consider using our cost
center 03X 7W1
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 Street
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 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. I'll be
happy to help you.
Sincerely,
��a�uy�fe�c�acl�
Mary Heubach
Senior Documentation Specialist
J.ESSOITS ORIGINAL
CHASE a .y
MASTER LW&PURCHASE,AGREEMENT'
Dated As of:- SEPTEMBER 22 2011
Lessee: CITY(jjz-'ROUND ROCK..
yh.js;Mpgqr LeqseiVu.mha.sp.AgreerF!eqt.together with all addenda,riders and attachments-hereio..a:iht'sa*m*dffiay.Wn tinieidiiffi�:'
bie,.pipqndqd,modified or.supplemented-("Master Leasejli made and enicred byajid betv;ich JPMORGAN CHASE BANK,.N.&
Lcstqe');qRd the lessee.identified.above
1. LEASE OF EQIIJIPMENT.Su�jcctjo the terms and conditiq'n's.of This Master LLase;C�6i,agreeis to lease to Uesftej til LeKs
k&�
agrees to-lease from Lessor;all Equipment described in each Schedule s.!Aned*ffoin iirq0jo tiffi6-b�.,Less&and Leis r.
2. CERTAIN DEFINITIONS. All terms-defijined in the Cease,are equally applicable:ib Uoih-tfid,"sifi lirAnd:&W form-of such'
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terms. (a) "Schedule" means each Lease Schedule-signed and delivered by-J.,p9tee find lxmi',Idgethdr with all addendd; riderij,
certificates and exhibits there!o,.as thc-sameknqy from time to iime be a!nend4. iftodified or supplembnted. Leiiee bird'attachments,cert.
by ref4renbe.`-all 6f,the and
Letso agm.e
t that each Sdheduk(except as-expreply.provided in said Schedule).incorporates term's
. ... -' incorporated' init o* -said Schedule..(c)
conditions of the Master Lease-* (b)"L"se" meansvany one-Schedul and d this Master Lease as
"Equipment!" means-the property described in each Schedule,:togcOcr with all attachments, additions; accessions, parts, fipalrlL;
impovpment.s, replacements and substituilons-thereto. (4...Lien".means any security interest;lien',.mortgage,pledgi, encumbrance,
judgment,:exect4jon,attachment,warrant,writ,leyy,other judicial
processor claim 6fag natitre whatsoever by-or oflany person.
1. LEAsk4hRM.The-term dhh0case d-thc.Equipmeni-descri6ed'in eacli L4&-isi-.j"U9b Ttirn")'c6minihcis on the Mit dbt6--d1iy
'of such Eqqipmppt is accepted by Lessee pursuant to Section S hereof or on'i.he date specified i
n this Schedulb for such L4& midi
unless earlier-terminated as expressly,.provded in the Lease, continues until -U:ssee1s payment and peffoftrdnbe in full of all of
Lessee's obligations under the.Lem.
-4.RENT PA-V_M*9NtS;
4.1 For each Lease; Lessee agrees to pay.to Lessor the rent oayjnjjts-ih lWaffioldfitsfidd& thb flinis d. fditif in-the
k. i -EsF I
Payment'Schedule attached to the-Schedule�'Rent'Psymifi" 'feiitfRiiiiPifyffierit-isodid'aWdrepi htstbe�p;tynieint
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of interest.-as-set forth in the Payment-Schedule. Lessee ackndWledges thit fli obligation to.pdy.Weilt,.Piynfen6acliuding:inte're'st i
thereiwaccrues%as-of Jhe-Accrual.Date.-stated in the;Schedule omits P4yment Schedule;provided,thiifn6l1efit Payment is.'dije�dntil
Lessee.-accepts-the:Equipment under the:Lease or&".par(fis execute an escrow agreement, Rent Payminti.Will be payable for the
'Lease,Term'In.U.S.dollars, other plice as 1,6idr may d6signawfroin time to
withoutnotice or demand at the-office-of Lessor(ot.*such
time in-writing)?
It'Lessor,r!;cqjyqs.-ignX paymeni.from:Leis6n later t1faft-ten (10)*.,diys fr6m th&ddd-date, Less66.shall pay Lessor,on
demand-as.a.late charge-,five.per qgn.t. 4vc4vi kinudlimited,'howEief,t&WiinAiinuih.a"*m'bunt.'allo*W by law::
4:3:EXCEPT AS SPECIF1CALO( PROVIDED IN'SECTION'6 HEREOF.OR IN ANY WRITTEN MODIFICATION.TO
T HtQA§9.SIGNEQ SOR, THE*OBLIGATION'TO PAY RENT'PAYMENTS UNDER.EACH LEASE SHALL BE:
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ABLUTE-AND ,UNCONDITIONAL. IN ALL EVENTS AND`SHALL NOT-BE SUBJECT TO. ANY SETOFF;DEFENtE,
COUNTERCLAIM;ABATEMENT OR RECOUPMENTFOR ANY REASON WHATSOEVER.
4.DELIVERY;AQq-tPTAtqC9;:'
."IVING, ONDITIONS.
I Less.e.e shall'
a.rrange,for* tran
spotktiokdelivery and instillitidftbf all EqiiipMefit to the ldbitiofi sge
tiRd in the.
Schedult-(t;LocatioW")by Equipment suPpliers(ISU6plieii")*sikdted by Lessee:Lessee ihill W all costs related theitto.
.5J*.tessee ".-shall accept.Equipment as soon as it has bein delivered tuid.ii-6&mtidrial.Litse6.shalieVidente its acceptance-of
anypqui' mek by signing and delivering to Lessor the-applicable'Schedule7.If Leigi6-sighs and dtlivtitA Schedule and if all Funding-
C' bd paid the costs of such--134uionieht as stated in the Schedule
Conditions have-been satisfied in full,then Lessor will pay. r cause to
&urchasiOricet)to the applicable Supplier.
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t: SSOR S ORIGINAL
5.3 Lessor shall have no obligation to. pay. any Purchase Pricellmless-all.reasonable conditions established by Lessor
("funding Conditions"•) have been satisfied, including, without,limitation, the:following: (i)'Lessee*.has signed and delivered the
Schedule and.its Payment Schedule;(b)no Evenrof Default shall have-occurred and be continuing;(c)no•mateiial adverse change
shall have occurred in -the. Internal Revenue. Code of 1986, as amended, and the related regulations and rulings thereunder
(d)no material adverse cha
(collectively,the"Code"); nge shall'have.occutred in:the financial condition of Lessee or any Supplier;(e)
the Equipmcnt is reasonably satisfactory to.Lessor and is.free and:clear of any Liens(except.Lessoes Liens);(.f)all•representations of
Lessee.in the-Leese..reiriaiwtrue;accurate,and complete; and(g)1,.gWr has.rec0ved"all of•ihe following documents,which shall be.
.reasonably satisfactory,in form.and substanec,.to.Ussor:(i);evidence•of insurance coverage required.by the[.ease;(2)an opinion of
.Lesset't counsel;(3)reasonably detailed invoices;for the.Equipment;(4)Uniform.Commemial.Code;;(UCC)financing statements;(5).
copies of resolutions by Lessee's governing body authorizing the Lease:and'incumbency.certifcates'for the person(s),whq will sign the'
Uase;•(6)such documents and'certifcates relating-to the tax-exempt interest payable under the Lease•(including,without.limitation;
IRS:Form 80380 or 803.8GC)-a's Lessor may request;and.(7).such other documents-and.info rmation previously.identified by Lessor o•
othorwise"reasodably,requested•by Lessor.
6.TERMINATION:FOR,GOVERNMENTAL NON4PPROPItIAT10NS.
'6.1.For each.t ease; Lessee represt nts.and warrants; that it Lias.appropriated and budgeted elle necessary funds to make ell
Rent.Paytnents:required pursuant to such.Le4e for the remainder of the fiscal Year in which:the'Lease•Term commences;and that it:
curreiitly'interids to Make.Rent Payments for the full Lease Tenn as scheduled in the applicable:Payment Schedule if1urids:are-
appfopriated for the Rent.Payments:in-caeh succeeding•fiseal year by its.governing Body.'Without contractually cochmitting itsel6b
so,:so, Lessee reasonably believes that moneys in an amount:sufficient•to•make.all Rent. Paymeuts:•can -and will laivfnlly be
opropriated therefor: Lessee directs the person itt charge.of its budget requests:to include the Rent Payments payable during tach'
fiscal year in the budget request•presented to Lessee's governing body for such fiscal year;provided,.that'L•essee's governing body:
retains authority to approve or reject'any such budget request:All Rent Payments shall be payable due of the goaeca{fiends of Lessee
or out-of bther funds legally appropriated therefor. Lessor agrees that no Lease will bc-a genera! obligation of Lessee and ria Lease:
'shall constitute a pledge df either the.full.faith and credit of LessCeor the taxing po_,wer ofLessee;
-6:2.If Leikkg.governing bbayNik to appropriate sufflicient.funds.in any fiscal year for Renc Payiiterits or.other paytiiefiff
due imdet a L:case and if other fiitids are not legally appropriated'for.such.paymegts then..a."Non-Appropriation Event""Ishall be
deemed.to Have dFeuircd. 1f n•Non-Appropriation,Event.oceurs,then; (aj I:esset:shall give Lessor immediate notice of such Non-
Appropr{ation Event and-pfgV{de written•evidence:,of such failure by-.Lessee's.governing.body;(b}on the Return Date; Lessee 'shall
tchihtto Lessof all,,but.not less than.all,.of'the Equipment covered's yi.he affected Lease,.at Lessee's•sole expense,in.accordani;i;with
'Section 21 hereof;-and(c)the.affected Lease shall terminate on.the.Return Date without.penalty to Lessee,provided,that Lessee shalt
pay all Rcnt.P.ayrnents'and other aniounts'payable,under the!affected.Lease,for wh�ich.funds•.shall have been appiopri6ted, provided
TuMei:,that.Lessee•thall pay month-to-month rent at the'rate set;forth in the affected Lease foreach month or-part thereof that Cessi:e
fails'to return the Equipment-under this Section 6.2.."Return•Date"means the lastday,of the.fiscal year for'whicti appropriations were
inade.for:the.Rent Payments"due under a Lease.
7. LIMITATION ON' WARRANTIES. LESSOR MAKES-NO' WARRANTN OR REPRESENTATION;. EXPRESS' OR
IMPLIED,: AS. TO .ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE
MERCHANTABILITY OR FITNESS FOR ANY'PARTICULAR k110OSL OF ANY 0.-F EQUIPMENT OR AS TO
THE VALUE, DESIGN, CONDITION, 11SE,_CAPACITY OR`DURrt.I3IL1Tlf OF ANY OE THE.EQUIPMENT.: For and
during the Lease Term, Lessor hereby assigns to.Lessco any:trtanufacturcr's or Suppliers•prodtict warranties;:express 6e implied;
.appl►cdtild;to any Equipment and Lessor authorizes Lcssee•-to obtain'the customary-services furnished in connection'with such
warranties•at.Lessee's sole expense: Lessee agrees that (aj;all Eq with
have been purchased by L"essor tri accordanco'with
Lessee's"specifications from Suppliers selected by Lessee,.(b) Lessor isnot a manufacturer or dea{er•of any, Equipment:-and has'no
liability` for the delivery<or.'installation of any Equipment,(c) Lessor assumes no oblrgatiari.with respect to.any manufacttii er's di
Supplii;r's pioduct'warrant es or guaranties,(d)-no manufacturer or Supplier or pa y.:rgpresentativo•:of said parties is an:agent,of,Lessoi,
-and'(e):aiiy waironty;-representation„guaranty:or agreement made by, any.manufacturer or Supplier•or..any representative of said
parties.shall•not be tiinding.upoti Lessor.
8.TITLE;SECURITY INTEREST.
8:1 UPon.L.essee's acceptance of any Equipmenrunder o'Cease,title to.the Equioirienf shall vett in.l essee,subject to L'esioes•
security interest therein and:all:of.L,essoes.other rights under such Lease including,w&h6ut;litinita6on,Se&idits*6;20 itnd,21 til rebf.
,8.2 As.collateral:security for the�gecured:Obligations; Lessee hereby_grants to Lessor a first priority security interest in.eny.
aiid ill of the Equipment(now existing-,or hereafter acquired)and anyand all proceeds tlicmoE Lessee agrees to'ertcutc and delhier'to
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` 6.,ESSOR'S ORIGINAL
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L'essof all.hecessaiy.docuitients to evidence and perfect.such'security interest,including,without limitation,UCC.financing statetnents
and any ainindinents thereto.
8:3"Secured Obligations"means Lessee's obligations to pay all Rent Payments and-all other amounts due and-payable_under
MI present and future'Leases and-to.perform and obseive all covenants; agreements and conditions (director indirect; absolute or
cbrit4prit;diie•tir•to become due;or existing or Hereafter arising)of Lessee.under-ail present and;future'Leases.
4:PERSONAL PROPERTY.All Equipment is and will remain'personal.property and will not 6e,-deemed to be-affixed or attached,to
real:estate or.any building thereon..
10.MAiNTENANCE-.AND OPERATION.I;essce:agrees it.sliall,_at its-sole expense:(#)-repair and maintain all Equipment in.good,
eonditiod.and working-ordW.and supplyand install all replacementthe
�parts;or or devices when required,to_so maintain the Equipment
•oi•when required by u}rplicabte law-of regulation;Which•parts.or devices shall automatically become-par(:of the Equipment;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 Equipinent is.customarily coveredby'a maintenance agreement, Lessee will furnish Lessor with a.maintenance
bpvc nerit.by-a•party reasonably satisfactory to;Lessor. No maintenance'or oiher service,for•any•Equipment will be:provided by.
Lessor. Lessee.*ill not,make any alterations,additions or improvements("Impmvernen&).to any Equipment withoui Lessii';�.prior,
written cbnsenf unl'eds the linproverrients may be-readily rcmbyed without damagoo the operation,value or utility of such Equipment,,
but.ady such Improvements ndt removed prior to the termination of the applicable Lease.shall automatically became part of the:
Equipment.
1:LOCATION; INSPECTION.Equipnient•will•not:be removed from,or if Equipment:is rolling stock its permanent base will not.
betchanged'froin; the Location without Lessor's prior.written-consent.which will not-be unreasonably_withheld. Upon reasona_blc;
66tice.[o-Les's-M L:Udrinay enter the 1kcadon or elsewhere during-normal business hours.to'inspcct.the Equipment.
12.LIENS,,SUBLEASES AND TAXES:,
12:1 Lessee sha(I:keep all Equipirterit free:and clear of all LieW-S.!ccept those Liens created.under iis;Lease:.l:esseeshall not
subiet.or lend iiriy:Equipment dr•perntit it to.be used byanyone other than Lessee or Lessee's.crnployees
12.2 Lessee shall jiay'wheri due all Tates'which may.now.or'hereafter. be imposed:upon any Equipment or its ownership,
leasing;fental,sale,'pumbise,possession or use;upon any_Lease;or upon any hent Payments or any other payments due under any
Leese:If Lessee fails to pay such Taxes when due,Lessor shall have.the.right,but not the.obl'ignfign,to pay such Taxes.If Lessor pays
:any such Taxes;,then L•.esi&c shall;.upon demand,'immediately reimburse Lessor therefor.."Taxes'• means.present and.fuidie taxes,
•levies;duties,,assossinents-or-oihergovernmental-ctiarges'that are not abased on the.net:income of Lessor-,,whether they are assessed fo
'oi'payable by Lessee;or Lessor,including;a'ithout.limitation(a)sales,use;excise,.licensing,registration,.titling,.gross.receipts,stamp.
:and personal ro tnices,aril interest, nalties;or fines on an of the fo . oin
P p Pent (b)' Pe y._ reg.. & I
'13..RISK OF LOSS:
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13:1 Lessee bearsAM erifire iisk4lois;thelt,:damage or destructiowof;any Equipment in whole or " part from ariy reason
whatsoever ("Casualty-Loss");.•No Casualty Loss to.any Equipment shall. relieve Lessee.from-the obligation to make any hent
`Payments or to perform any other obligation iindec any Leaser' Proceeds;of any. insurance recovery wilt be applied io L-essee's 3
,oliligatioiis 011erthi's'Sddion-13.
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'13:2 if a Ca'sualty'Loss occurs-to any Equipment;.Lessee,shall.imrnediatefy notify,'Leggr.of the same:and' see shall,unless
-othbrwise:dkectedt..L'essar,iinmediately*repalrrthe:same.
135.1f Ld§6r detchnirics thaLany item of.F.qui' of has'stiffered.a'Casualty Loss beyond repair`("Losi Equipmeni"); then
I:esseetshall:either. (a)'immediately'replace"thc.Lost Equipment�vith-similar equipment-in•good repair;condition-and working order
free acid'clear bf-any Liens (except;Lewes Liens), in which•event such replacement equipment••shall automatically be Equipment
'Udder the applicable.,Lease; and deliver to Lessor true and complete copies,of the invoice-or bill of sale.covering,the.r�cplacemerit
egiripment:;or(b);lin earlier of 60 days after the.Casualty'Loss.or.thg next- eduled Rent Priymcnt date, pay Lessor(i)all'ambunis
owed by L6e c'under the applicable-,Lease, including the Rent;Payments due on or accrued through such date pads(ii)an.amount
equal to the Terinination.Value as of the Rent Payment date(or i the Casualty Loss payment is due.between Rent.Payment dates,then E
as of the-Rent.Payment'date preceding thedate•that-the:Casualty Loss payment is due) set forth in the Payment Schedule to the
applicablc.Lease: If-Lessee.is•making such payment with respect to.less than all'of the Equipment under a.Lease,ihen 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 aird.a.revised•Payment Schedule:
t
'Page 3 of 6
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13.4.To the'extent not prohibited.by State-law;p Lessee shall'bear the risk of loss for, shall pa'--direWy, and shall defend
'against any and•all claims,liabilities,,proceedings,.-actions;,expenses.{including reasonable attorney's feed),darriages or losses a'r'ising
under'W elated to.�any Equipment,-including,but not-limited to, the::possession, ownership; Icase,.use or 0pfttioff theredC These
obligations of Lessee shall,survive•any.cxpiration or termination of any Lease: Lessee shalt not bear the rts1�of lot's of,nor pay'fdr';
:any claims,'liabilities,proceedings, actions,-expenses(including:attomey's fees),damages-or losses-Which arise directly'from'66tso
occurtiitg.afier any•Equipmeni has be n. by Lessee to,Lessor in accordance with the terms of the:applicable Lease o'r which
arise.diredly from the gross negligence orwillful misconduct of Lessor.
14.fNSURANCE.
14.1 (a)Lessee at its;sole expense shall at-all times keep all Equipment instired against all Casualty losses for an ambtint:hot:
less:than•the,Termination Value of the Equipment;Proceeds of any such;insurance covering dam$go or toss of itrty Equiptrient shall tie;
payable.to.Lessor as loss payee.(ii).Lessee at.its•sole expense shall at all times carry public•liability.'and third party property°diimage:
insurnnce:in.amounts reasonably satisfactoryto Lessor:protecting Lessee;and-Lessor from liabilities for injuries�io:person's and.damage!
to property,of othdrs relating in any % ay=to.any Equipment. Proceeds (if'any.such public:liability or property insurance shall be,
payable,first.to.Lessor as-additional insured to-the.extent of its:Ii.. then to Lbssee..
M;2 All insurers shall be reasonably satisfactory io'Lessor.,Lessee shall promptly deliver io L6` br saiisfactor evidence-of
required insurance coverage.and all renewals and replacements thereof Each insurance policy will require•that ihe'insurer give Lessor°
at ie4t.30.days prior written•notice.of ony eancetlatton ofkch policy and will require that Lessor's interests remain insured regardless
of any act,error,.misrepresentatton,omission.or neglect of Lessee.The insurance maintained by.Lessce shalt tie.primary without any.
right of'contribution from insurance.which may bc;maintained by 1,, s r.
.15:,PREPAYMENT OPTION. bpgn•thirty-0 days prior written nAce-by Lessee to Lessor; and16 long as ilierciis na':Bverit of
Default then existing,Lessee shall have;the option to:prepayment Lessee's obligations.uhder s Lease.on-any Rent Payment dtie:datc�tiy
paying to.L.t}ssor.9fl Rent.Payments then due tincluding accrued tntcrest,:if any)for such Lease phis the Termination Value amountset.
forth on-the?ayment;Schedulir-to.such Leasefgr.;such date.Upon satisfaction tiy.Lessee of-sucli prepayment conditions; Les t shall
irelea§e M.Lieti oil spch.Equipment and.l essee shalt retain its title to such Equipmeni_"AS4S,,WHERE-IS';'without representatidri or.
warianty.;by Lessar,�express,�or-implied,except for•,a-re.presentat on tfiai such Equipment'is free and Ileac of'any Liens created by.
:Lessor.
,1d.: LESSEE'S REPRESENTATIONS' AND'WARRANTIES: 'With respect to eacli Ledse and:its 13441l5ment; Lessee: hereby
.represents and warrants;to•Lessor that: (aj,Lessee?-has full power.,duihotity.and legal right t6 execute and deliver the Lease and to. !
perform its obligations under the.Lease,and all such actions have been dilly authorized by'appropriaia findings aridactioris of Lessee't j
;governing aocly;`M the•Lease•has been:duly executedland-delivered'by Cessee-dhd c6nkit6tes•a legal;valid and binding obligation
Lessee,enforceable in accordance.with its terms;'(c)the Lease is authorized irpder,and'thc sutliorizatron;cxecirtion and delivery of
the Lease complies with, all applicable fedcral,,itate and'tocal.laws and regulations(ihdIudirig,.but'eot limited to,-all open ineeiing;
'public bidding.;-and.property acquisition laws) and.all.;applicable;jadginerits-and'court orders; (4)'tlie exi dutiori; delivery. and
performance_by_Lessee.,af its obligations under the Lease will not result`in a breach•oi violation of,nor'canslitute a default uinder,:ariy
.agrt:emen4 lease or other.irrstrumen .to which Lessee-is a partyor:by which Lessee's propeitie's.niaj be botuid or affected;(e).there.is
no pending, or to the best of Lessee's knowle0ge_1matened, litigation of any nature which"may have a iriaterialyddvei'so effect on
Lessee'sability to perform its obligations under the.-Lease;and(gUssee is:i1tate,or a oblitiW subdiviAbWthereof;as'refeifed to in )
Section 1.03 of the Code.-and.Lessee's obligation undert.he Lease constitgtes.an•enforceable obligation lsstiQ 6n.bchalf of.bfAdte:of a
political.subdivision thereof:
17 TAX COVENANTS:Lessee Hereby covenants and agrees that:(a) Lessee shall comply with all 6f'th"e'requirerhents-'ofSection
149(a)-and Section'149(e)_of.the Code,.as•the same-mayJbeamend�d from time. time,and such compliance 6hil include,butmot be
limited to,executingtand filing lntcrnal Revenue Form 8038G',or.8038GG,as the case may be,drid_aiiy other infonnatian.statcments
ieasoriably requested by.'L: ssor;(b) I==shall not do(of-cause to be done)any act which will cause;'oi by omis'sion;of•any act.
allow;arty.Lease to.be an"arbitrage bond"within the meaning of Section-.148(s)of the Codi:or-any Lease to be a"private'activity j
Wad"within:the meaning;of Section 14.1(a).of the Code;and(c)Lessee shalt not do,(oi-cause'to l3dAdrie)any'derwhich will cause,or
by:othission.of any,act allow; theAnterest po1.rtion of a_ny Rent t'ayrneets to or becorrie includable to gross income for Federal
income-taxation purposes under the Code.
f
18•'.ASSIGNMENT.
18.1.Lessee•shall not assign;tripe fer,..pled§t,hypothecate,nor.gran"t:any Caen oe,nor otherwise dispose of,.any lease or any i
Equipment-0 any;interest in any Lease:orEquipment.
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1182.1kigs6k,may assign its rights,,title.and interest in and to.any Lease.or any Equipment,.and/or may grant Or-w4ip a
iechrity ifitetirit in any Udase and its Equipment,-in,whole or in part,.to airy party.Rr qny-.tiine.,Aqy such assignee"or lienholdtr @p
"Assignee")shall MV4 all bf the'dilits.of.Lessor under the.applicable Lease.:LESSEE AGREES 146-f-TO-ASSERT AGAINST
- . SETOFFS;
ANY ASSIGNEE:..ANY CLAIMS, ABATEMENTS, SETOMi COUNTERCLAIM RECOUPMENT OR ANY OTHER
SIMILAR DEFENSES WHICH*LESSEE MAY HAVE AGAINST LESSOR.*Unless.othcrwise-:agrcq.by Upsce:in writing,any.
iuch�issigpinefit ftd!Wction shall n6t.release Lestok from any j3f.Lessoils obligations under the applicabk Lease. An assignment or
reassiginfient'bf aftybf Lrits6es.righl,title;or ifiten:A-hvil Leasc.or its Equipment sh.a.lLb.c-enforceable-against Les..see:oPly-after-Lessee
receives i written iibticc-6f wiiinment'Which disObses the name and address of each*such Assij;nee;.proy1dqd,that such notice.from
teisofio Ldsee of ady hstignmint-shall.66t fie10 requited if Wsor'assigns a Leaseto-OMORGAN CHASE,&CO.any of its-direct
or indiied iubsidiaki6s:Less6e shall keep eWmpWe:and accurate record o &to
fall such assignments in rm.n cessar to Comply with
...qc. gn. F.- py
Seati6n 149(o)'..bf the Code and fbi succi purpose; Lessee.hereb appqints.Lessor (or Lessor's;4pftn q the book entry and
. . y I .. K
iviistm6oh.ig"efitto keep alcoUmplefe anti accurate itcotd'.qfany and all assignments .
. .qf..py �!.Less e.e-agms to-acknowledge:in
writing.ahysu6 Aisigiffnbnts'Ifsotequcsfed.
.1843.E&h.,Msignee dfa L prn) §ecured.b6t.igati Won 8'3 hereof is hereby:
�asb hereby,4grees-that.(4)th.e!t !c�np ip psed.in Se
iimcitid6d.to ihaude grid'apply to all obligations
figatiOns Oftlestee under.the.A.'ssignqd Lewes and.,to excludi"tHl*i; ii'ga'tio"ns***orLesi'ee.luiider'
any Non-:Msighed,Uas6; (b)-said Assignee--'shall'have.no Lien-on, nor an v interest dFan'*ki'd " any Non-
y claim to nor an y in lr�, any
Assigned!Leaie or My Equipment'covered by.any Non-Assigned-itase;.-and (c):Assignee shall'exercise its rights, benefits. 'and
r9
rcmedics..asthe a'*ssi'gini:8*of.,Leisor-(including, without limitation",,the remedies under Section 20 of the.Master Lease) solely with
resbect-to the Aisigfiidtdaes."Assigned 1twes!.means only[hospLcwe;.which have begen.-assigne4:tq .single-Assignee pursuant
io i writtefi4gr6tmiefit,and"No"in'-Asgipid Lea&.es�m6ans all Leases excluding thq Assigned Leases.
d
I RA Subject td the foregoing, each Lease inures to the benefit-d,and s bi .ing-uppri thc'heirs, e.xccuiors;adminiArdtorsi
P
iti6dss&s&fd'bsftfieof.the parties hereto,
"Event of-6ciault"means the occurrence or anyone or ih6re 6f the$6116wihi ivenfK
19. EVENTS.*OF DEFAULT.Fo�each Lease;"Event y .. . i
becoi�is d � in acc'rdan�i
as y-rdati%to stift Ltdft:(a)Lesse :Wls.-tomike any.lie nt(Iriany-other payment)as.if due 0
ntlpaymq,
'( Leske'faiis to pirfoftii 6i.
any such failint-continues.for ten(1*9) after the,due date ilicreot-.- b
observe.—any of-its dbligAtionVurift Stictiont-12 14 or 18.1.hereof;tq) Lessee fails to perform or observean.y other. covenant;-,
-condition or' akreeifieht to bb jicddrmed:dr*;0bseC-v0 by it.under thVLease and-.such failure is:nofcured within thlity.-(30)days after
p y made.'by Lessee.in the Lease or in any
:receipt'or writied notice th4dof by*. (d) any 9rwarra.rit
�c been t66j misleading or.cironcou's
wrifing deli*red by Ldsse-6-pursuant thecoto or in connection therewith Rroves,.jt any-fline to.ha.i
in.-any consents,to the appointment I,.-material respect' of time when Mad -(c)..Lessee.applies o.f6Wint of 6 iiiiiver, ttus";
.6; P
'conservator or-liquidator of Lcssei or.of all.dr-a.substantiq'l P -assets,or petition.for relicif is filed 6y Lessee uhdir any federal
PA.Of its
:or state bankitiptcy, insolvency dr,similat law; or'a:pctitibn.in a.proceeding under any federal or state bankruptcy,.insdlVdficy *o'r
�e:in:cfellitilf undt 'any
isi M` ilaiAiw,is fi1dd.#gamst-Leske-And is'hOt dismissed iifiin.ji�y(60)-4pys-,,,14ereakokr
Sol or . Less e4all
other Ldksebf'uhdde-*aniy other financing agreement.executca at.ppytime:,wit .14§ r;
'20.REMEDIES'Ifany Event-dfI)cJfh
ult octtas,,Ihcn Lessor may,at:its:.o..oti.on.,.ex.e-rc'ise:any one or more dfjhe-f61lowinj tem6diis:
uire Lessee pay(and Lessee agrqqj that.irsfiali p under
(5)-1XWt may.tcq p�)-all amounts Then currently du,i all Leks6-afid.
all remaining Rent.PkAnchts due under zJill Leases during,the fiscal year_in.-effect-when the-Event of Defauit.6ccurs togitfie6.,wiih
lhtirdstod iitith amounts at the rate of-twelve'percent(120/;).peX--aqQurn(but,-.Aot to exceed the highest rite p;6rmiited by'applicable
KW)fibift the.da*df Lbssoewdemarfdl&such p;tyMent,
r.i'aay-requit.c..Lcssee!to.prc! p y Le S mahner'iit.
il rctum:all Equipment iqkjq-.-p�%orsany of.the Lewes-to �siior in,t e*
(b) U69so 1*
fbith in §466,21 (aria_.Lessee-agrees that hmsball so return-theEquipment)' or.'Less�r may, ai his�Oiibil,-eniter boh thi'oi6ifiie6i
. - P.. .. - .. .. .. . *IN* I..n . h ";- si.edf
WhEre&fy'E46ioft.Wht-is.l&at6d.an'd repossess'apy-Equipmentwfihout demand or notice;withot!t-any colirt:orkldr.or ot erproci
li*slid without liability for any--damage q;pobned�y,such-repossessiom,
.(b) 34;sVr.ffay'iell,leasee&btltrwise.disp�e of any Equipment under-all: "y-of ilio c Leasii,inwh Oe bi in pir�.im otic or
rd&c dns,.and if.Lessor so:disposes of any Equipnt,.1 cn Lessor shall retain the entire Orocee&.dfgudh
I
diso6iti6n-free of*any claims of'Lessee, provided, that i r-the net proceeds-of the disposition of'61i ilie Equibifient eiceeds tfid.
..2 . ak . -t - .. . — ...P .
applicable-Termination—Value.of all th-C:Schedules plus.the amounts payable by.Lessee.under clause NJ tiWWO-iflhis Sectionand
und6t cliutt
b
qficx
.).Ucld*bfthis-Sotion,-theiksp, a shd be.remi
pp#!p9qnv. ... tted ly Lcssor to,Lew e;
.(d)-Lessdr-fnay terninatc,,=;ei.or rese.injApy Lx.wc!as to o anyan&all Equipment;
(d)-Lessdeimay,exetcise'any'other-righ4 remedyorprivi.lep which maybe availiblPio Liisoruddek applicable law•6r, by
appf6prilite court 6cfloii at law or-in equity,Lessor may enforce any of Lcssc6's-.obligati6.ns undeeany L6sc;.and/or
LESSOKS ORIGINN_
(n Lessor'may:require.Lehall ssee to pay(and Lessee agrees tat it shall pay)aout-of pocket costs and expenses incurred by
Lesser as a result (directly.or indirectly] of the Event of.Default and/or 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 of
disposition of any Equipment.
None;oftha above remedies is'exclusive, but-eacl'i is cumulative and in addition to any other remedy available.to Lessor. Lessor's.
ekercise*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 defauli,nor shall any single or
partial wedreise'df any remedy preclude-any other exercise thereof or the exercise of any-othcr remedy.
21. RETURN OF EQUIPMENT. [f Lessor is entitled:under the provisions•ofany Lease, including any'terminatioo thereof pursuant:
t6 Sectiotis 6-0.20 of this Master Lease,to obtain possession of any.Equipment or if Lessee is obligated at any time to*returri any'
Equiprhddt,then.(a) title to the Equipment-shail vest. 'in Lessor immediately upon Lessoe notice thereof to Lessee;and(b).Lessee: j
shall„atits:s6le'expense,and risk,•immediately;de-install,:disassemble,•pack,crate,Ansure:and`returrt the:Equipmei►t to Lessor ail in•
adcotdanec with applicable industry standardsj;at:eny location in.the'continental.United States selected by:iessof:Such Equipment'
Mall be id the same condition:as when received by Lessee(reasonable wear,tear and depreciation re$ulting;from normal and proper
bsexexcepted),shall be in good operating order-and maintenance.as required by the applicable.Lease,shall be free a'd•clear.of any
Liens(except Lessor's Lien)and shall comply with all.-applicable laws and regulations.Until Equipment is returned as required:itbove,
'all tekhWbf the applicable Lease.shall remain in full force,and effect•including,without•limitation,obligatimis46 pay Rent Payments
and to insure the Equipment. Lessee agrees to execute-and deliver.io Lessor all doeuments•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 i6 such.
Egdipinent.
22.LAW GOVERNING..Each Lease shall be governed by the.laws of the;staie of where Lessee is located(the"State':): i
23..NOTICES..Al1 riotices'to-be given under any Lease shall be made in writing.and eithef personally delivered•orrnaiiled byregular l
oi:certified mail dr sent by an overnight eottrier;delivery company to the other.party at its address set herein of aCsuch address as l
the party-may provide in writing'from time,:to.time.Any such notices shall be 0 emed,to,have been received five(5)days.stibsequent
tb:iriailirig.
:24: F[NANCIAL.INFOR1NATtOIV:.As soon as they are available after'their completidn in each fiscal year of.Lessee during unX
Lease;Te"r"rri,;Lessee will deliver.to.I,�ssor upon Lessor's request the.publicly,-availabtearinual financial*inf6rinatibn.6f Lessee. i
125..SECTiON HEADINGS.All section headings;contained:herein or in any Schedule are for'converiidHdc of'ref:iike only:and dd
"notdeft6c.oi limit the'scope-of any proyision-ofany.Lcpse.
;26:EXECUTION IN•'COUNTERPARTS.,tach'Schedule to this Master-Lease may.be executed in several-.couriterparis;oacli of:
which shall be deemed.an original,but till of which,shall be-deemed one.-instrument. Amore than one cotuiterpatt of each Schedule.ls
executed by'Lessee and Lessor,then only one may be,marked"Lessor's Original">fy Lessor..A security'intcrest.in any'Scliedtile may
be created through transfer and possession only of•the pglb;original of said Schedule if. dere is only one original;:oi''the counierpait.
marked"Lessol's•Original".if there are multiple counterparts;of said Schedule.
27. ENTIRE. AGREEMENT;-, WRI'? CEW AMENDMENTS. Each Lease,.together with the exhibit's; schedules:and addendi.
attacEied therotb and.maae a part heroof and other•attachments thereto constitute'the entire agree ment'between the paities.with respect l
to the lease of the Equipment covered.thereby,,and.such Lease:shall,not be modified, amended,altered;:of-changed except with the
written coriscnt•of Lessee and Lessor..Any provision of-any Lease found to-be prohibited by law shh.11 be.ineffecd*-to the extent of
Stich-prohibition Without-.invalidating the remainder.of the Lease.
k
CITY OF ROUND ROCK JPMORGAN-CHASE BANK.N:A:
(L.es'see) (Lessor)
B gv' '
Y.:
Title:-LaRtafS l• Jdt,I 'j. _-I)17 Title:A'uthorJzed Offcert k`
i.
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Page 6'6f 6'
LESSOR'S ORIGINAL
mAMR*LEASE-PURCHASE AMENOMENT'
(Fitia6cial RcporLifig-M6difl6tidns)
.Dated: SEPTEMBER
EPTEMBER 22,,201.1
Master L.cuse-Purchose-Agreemchtditi.d: SEPTEMBER 22;'2011
Lessee: CITY OVROUND ROCK
Reference ismadeto the ubbve Mgter.'Lease-Ptirchase-.Agreem6ht together with.all previous 046hdd timendmen0i
pppfementkand modifications thereto(611ccfiVely;the "Master Lease") by.and-between JPMORGAN CHASE BANK,,
N.A. ("Lessor")and the above lessee("Lessee").'hiis Ambridmetif fifficti&-tffid ihodirks the*teiTns and eanditioft-of the:
Master-Lcac:and 6 hereby midb-i'pid 61"thi Master. definedLeise..Uhle ,diherwUc deed Herein,capitalized Zed ttrihs-defined fiv
.th:!*&1astcr,'L-case'shall have thi same'.me.anikwh6fi used hcitin:
NOW,-TI-Iji"f-ORE,as part of the 01dabli cbfigideritionlo,iifdu&the 6xd6utiofi-6f Leauc•Sctredulds,:LesWfland Lestee
hereby agree to-amend the Master L6se as foll6ws:
1. FINANCIAL- INFORMATION. In addition't&all 6theite4luireinents of the Mist& Lease With respect to
delivery of driancial infomaiion,Lessei agrc6 tb d6ffirer1b Wiof the-ahnu4lliuditid fihh6cial inf6rYnititin for Lesseemo
later than 1*80day's-afier the end of each fiscal Xiaiof-Lessie.
I UNERAL.!Exiept ii:ikprEssly iniend6d'-by..this.Atrkhdrddnt idd other ff6difications-signed by Lessor Ano.
L-jssqp,.:the Master Lease remainsand in full forba'dnd effect:-Th6 rhddifitatibiis,'th�47q.-.puriumi- to thiG
Amendment shall apply to all existing.and-fUtt rcLcuse.SdlicdaI4 uhd&.the.Maitir Lease:
114 WITNESS'WHEREOF,-the:pac es'heiitd-ifaii.'dkci!tited-ttiis Affthdrnefit at otthd.&te first-refereficed abgve.
CITY OF ROOND ROCK. JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By,: BY.
yl-
:Title- or=edOt
(FWfiWil Rdpbrfing-Master-Leate:Amdt v1)
CHASEO
LEASE SCHEDULE
Dated as of. SEPTEMBER 19,2012
Lease No.: 1000136745
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 defined herein, capitalized terns defined in the Master Lease will have the same
meaning when used herein. s
F
Master Lease-Purchase Agreement dated SEPTEMBER 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-1
's
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 AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL
EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO
REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents 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 1
will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the
permissible scope of its authority. Lessee currently intends for the full Lease Term:to use the Equipment. :
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 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 8 of the Master Lease is modified to read in its entirety as follows:
"8. TITLE. Upon Lessee's acceptance of any Equipment under a Lease,title to the Equipment shall vest in Lessee."
(ii)Section 14 of the 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 of the Master Lease
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 all 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
the latest approved tax roll of Lessee with full allowance made for tax delinquencies and the cost of tax collection. So long as any
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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: ,2p
CITY OF ROUND ROCK JPMORGAN CHASE BANK.N.A.
(Lessee) (Lessor)
By: By:
Title: Title:Authorized Officer
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SCHEDULE A-1
Equipment Description
Lease Schedule No.1000136745 dated SEPTEMBER 19,2012
The Equipment described below includes all attachments,additions,accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location: 221 East Main
Round Rock,TX 78664
Equipment Description: Various titled vehicles and equipment described as follows:
INV.#or
VENDOR DATE INV.AMNT DESCRIPTION VIN OR S/N
Caldwell
County
Chevrolet CR204676 $29,315.00 2012 Chevrolet Tahoe 1GNLC2E02CR204676
Philpott Motors 233481 $17,094.75 2011 Ford F150 1FTEX1CM3BFB59486
Philpott Motors 233453 $46,396.30 2012 F550 Ford Super Duty Cab PU 1FDOW5GT7CEB24040
Philpott Motors 233729 $28,018.60 2012 F250 Super Cab Pickup 1FD7X2A64CEB18192
Philpott Motors 233269 $18,103.55 2012 E250 Carog Van 1FTNE2EW9CDA31499
Philpott Motors 233268 $23,413.25 2012 Ford Edge 42 2FMDK3GC6CBA71439
Philpott Motors 233278 $25,525.87 2011 Ford Police Interceptor 2FABP7BV1BX173090
Philpott Motors 233273 $25,125.87 2011 Ford Police Interceptor 2FABP7BV9BX173063
Philpott Motors 233943 $27,038.75 2013 AWD Police Explorer 1FM5K8AR8DGA34014
Philpott Motors 233267 $21,819.45 F250 Cab&Chassis 1FD7X2A62CEB18191
Jones Trailer
Co. 13453 $16,226.40 Chassis mount animal control unit Mounted on Ford F250
Professional 3018697-
Turf Products 00 $19,929.66 Groundsmaster 328-d 2WD Serial#310000452
72 side dischard deck Serial#310000491
Siddons-Martin 2012 Pierce F550 Est.Cab Patrol
Emergency Grp 25352 $140,000.00 Unit 1FDOX5HT9CEB59318
Ser.#
RDO Equip.Co. E02152 $70,372.01 2012 JD 310SJ Backhoe Loader 1T0310SJLBD214892
2012 JD 310SJ24 24" Bucket Serial#1956336
Equipment Purchase Price $508,379.46
Less Unreimbursed Amount ($ 8,379.46)
Net Amount Financed $500.000.00
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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
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. 1000136745 Dated SEPTEMBER 19,2012
Accrual Date: SEPTEMBER 19,2012
Amount Financed: $500,000.00
Interest Rate: 1.200% per annum
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Rent Rent Rent Interest Principal Principal Termination
Number Date Payment Portion Portion Balance Value
1 3/19/2013 $85,092.06 $3,000.00 $82,092.06 $4171907.94 $417,907.94
2 9/19/2013 $85,092.06 $2,507.45 $82,584.61 $335,323.33 $335,323.33
3 3/19/2014 $85,092.06 $2,011.94 $83,080.12 $252,243.21 $252,243.21
4 9/19/2014 $85,092.06 $1,513.46 $83,578.60 $168,664.61 $168,664.61
5 3/19/2015 $85,092.06 $1,011-99 $84,080.07 $84,584.54 $84.,584.54
6 9/19/2015 $85,092.06 $507.52 $84,584.54 $0.00 $0.00
Total 1 $510,552.361 $10,552.361 $500.000.001
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CITY OF ROUND ROCK JPMORGAN CHASE BANK. N.A.
(Lessee) (Lessor)
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By: By:
Title: Title:Authorized Officer
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CHASEO
VEHICLE SCHEDULE ADDENDUM
Dated As of: SEPTEMBER 19,2012
Lease Schedule No: 1000136745
Lessee: CITY OF ROUND ROCK
Reference 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 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 the Schedule, Lessor and Lessee hereby agree to
amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the
following provisions shall also apply to the Schedule: 3
(a) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment,
and such drivers 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 law with
Lessor noted as lienholder and Lessee as owner.
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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.
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CITY OF ROUND ROCK JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: By:
Title: Title:Authorized Officer '
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(RRTX 135360 08.23.2011)
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PREPAYMENT SCHEDULE ADDENDUM
(Step Down Premium)
Dated As Of SEPTEMBER 19,2012
Lease Schedule No. 1000136745
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:
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1. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master j
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 Period"),
Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a
"Prepayment Date") 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 applicable Prepayment Percentage set forth below and the Principal s
Balance as of the applicable Prepayment Date set forth below: f
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 or early purchase option rights granted herein shall control 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 E
full force and effect.
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IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first written above.
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CITY OF ROUND ROCK JPMORGAN CHASE BANK. N.A.
(Lessee) (Lessor)
By: By:
Title: Title:Authorized Officer ,
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(prepay-muni-step down premium 12.06) Pagel 4
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CHASE
TEXAS LEASE SCHEDULE ADDENDUM
(Local Government)
Dated: SEPTEMBER 19,2012
Lease Schedule No: 1000136745
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 terns 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.
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(b) 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 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 relocatable or transportable and will remain personal property.
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(c) Without limiting the generality of the representations in the Master Lease as it applies to the Lease, Lessee represents and
warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of 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 r
writing, Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease; (b) 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 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 supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease
remains unchanged and in full force and effect.
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IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first written above.
(RRTX 135360 08.12.201 l) Page 1 of 2
CITY OF ROUND ROCK JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: By:
Title: Title:Authorized Officer
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(RRTX 135360 08.12.201 l) Page 2 of 2
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RESOLUTION NO. R-12-09-13-
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A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF
NEW LEASE SCHEDULE, SCHEDULE A-1, PAYMENT SCHEDULE, AND
OTHER RELATED INSTRUMENTS PERTAINING TO CURRENT
FINANCING, ALL RELATING TO THE EXISTING MASTER LEASE-
PURCHASE AGREEMENT EXECUTED ON SEPTEMBER 22, 2011; AND a
DETERMINING OTHER MATTERS IN CONNECTION THEREWITH.
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WHEREAS, the City of Round Rock, Texas, as Lessee, entered into a Master Lease-Purchase
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Agreement and Master Lease-Purchase Amendment on September 22, 2011 with JPMorgan Chase
Bank,N.A., as Lessor, and same are fully in force and effect; and
WHEREAS, the terms thereof allow for the addition of new lease schedules for the financing
of additional equipment; and j
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WHEREAS, such new lease schedules are now being added, and the principal amount
expected to be financed is $500,000.00; and
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WHEREAS, Lessee is a political subdivision of the State of Texas in which Lessee is located
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(the "State"), and is duly organized and existing pursuant to the Constitution and laws of the State of l
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 new Schedule
A-1 "Equipment Description" to the Master Lease-Purchase Agreement in an amount not to exceed
$500,000.00 (collectively the "Lease") with JPMorgan Chase Bank,N.A.; and
WHEREAS, the City Council hereby finds and determines that the execution of one or more
lease-purchase agreements in the principal amount not exceeding the amount stated above ("Principal a
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Amount") for the purpose of acquiring the Equipment ("Equipment") described specifically in the
257725/jkg
agreements is appropriate and necessary to the functions and operations of Lessee, and that the
Equipment is essential for Lessee to perform its governmental functions; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable
legal bidding requirements,to arrange for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into all documents amending the Lease with JPMorgan a
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,
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Section 1. That the Master Lease-Purchase Agreement and Master Lease-Purchase
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Amendment entered into on September 22, 2011 with JPMorgan Chase Bank, N.A., as Lessor, and the
City, as Lessee, is in full force and effect; and that new lease schedules are being added for the
financing of additional equipment, and the principal
amount expected to be financed is $500,000.00.
Section 2. That the Mayor ("Authorized Representative"), acting on behalf of Lessee, is
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hereby authorized to negotiate, enter into, execute, and deliver one or more equipment leases in
substantially the forms set forth in Exhibit A, attached hereto and incorporated herein. The Authorized
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Representative, acting on behalf of Lessee, is hereby authorized to negotiate, enter into, execute, and
deliver such other documents relating to the equipment leases as the Authorized Representative deems
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necessary and appropriate. All other related contracts and agreements necessary and incidental to the ¢
equipment leases are hereby authorized.
Section 3. That by a written instrument signed by the 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 4. 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.
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Section 5. That the terms of the Lease are in the best interests of Lessee for the acquisition of
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the Equipment.
Section 6. 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.
Section 7. 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 Clerk 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 8. 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 13th day of September, 2012.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
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ATTEST:
SARA L. WHITE, City Clerk
The City Clerk 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.
Sara L. White, City Clerk
Date Signed:
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CHASEO
CERTIFICATE OF AUTHORIZATION&INCUMBENCY
Lease Schedule No: 1000136745
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, I 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 1
identified therein(collectively,the"Lease")between Lessor and Lessee.
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I further certify: (a)that I have examined the representations and warranties made by Lessee in the Lease; and (b)that such j
representations and warranties remain true and correct as if made on and as of the date of this Certificate.
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I further certify: (1)that attached hereto as Exhibit 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 as set forth in Exhibit A are in full force and effect on the date of this Certificate and have not been modified or rescinded.
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I further certify that the 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 or her name: f
(Please type or print)
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Name Title Signature
Name Title Signature
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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 Certificate.
Signature of Secretary/Clerk of Lessee
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Print Name:
Official Title: 4
Date:
Altaclunent. Exhibit A,trcreand complete copy of t/ie original atitlroriziitg resoltitioir/nrinuttes
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Sheets & Crossfield, P.c.
ATTORNEYS AT LAW
309 East Main Street.Round Rock,TX 78664-5246
Phone 512-255-8877.fax 512-255-8986
www.slieets-crossfield.coni
September 19, 2012
Lessee: City of Round Rock, Texas
Lessor: JPMorgan Chase Bank,N.A.
Re: Lease Schedule No. 1000136745 dated September 19, 2012, 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:
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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.
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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.
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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.
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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).
257723/jkg
f.
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.
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City Attorney
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IRS Form 8O38/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 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 executed documentation package.
If you want JPMorgan Chase Bank to file the form, please include the completed and
executed form with your executed documents.
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Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720
Department of the Treasury ►See separate instructions.
Internal Revenue Service Caution:if the issue price is under$100,000,use Form 8038-GC.
Reporting Authority If Amended Teturn,check here ► El
1 Issuer's name 2 Issuer's employer Identification number(EIN)
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3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other '
P person shown on 3a
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4 Number and street(or P.O.box if mail is not delivered to street address) Room suite 5 Report number(For IRS Use Only)
3
6 City,town,or post office,state,and ZIP code 7 Date of issue
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8 Name of issue 9 CUSIP number
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10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
Type of Issue(enter the issue price). See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 i
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 i
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 #
18 Other. Describe ► 18
19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . . ► ❑
If obligations are BANS,check only box 19b . . . . . . . . . . . . . . . . ► ❑
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑
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Description of Obligations.Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted
price at maturity average maturity (e)Yield
21 $ $ years %
Uses of Proceeds of Bond Issue(includingunderwriters' discount)
)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 I
24 Proceeds used for bond issuance costs(including underwriters'discount). 24 ¢`
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . 30
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years '
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) . . . . . . ►
34 Enter the date(s)the refunded bonds were issued►(mwDD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.637735 Form 8038-G(Rev.9-2011)
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Form 8038-G(Rev.9-2011) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . 37-
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation►
d Enter the name of the issuer of the master pool obligation No-
39
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider 0-
c
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge,check box . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ► ❑ '
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . ►
b Enter the date the official intent was adopted IN-
Under
Under penalties of pedury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to s
and process this return,to the person that I have authorized above. #
Consent
'Signature of issuer's authorized representative Date 'Type or print name and title
Print/Type preparer's name Preparers signature Date PTIN
Paid Check Elif
Preparer self-employed
Use Only Firm's name ► Firm's EIN 11--
Firm's
Firm's address ►
Phone no.
Form 8038-G(Rev.9-2011)
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Instructions for FormDepartment of the Treasury
8038-G ira
Internal Revenue Service
(Rev. September 2011 )
Information Return for Tax-Exempt Governmental Obligations
Section references are to the Internal indenture or other bond documents.See Rounding to Whole Dollars
Revenue Code unless otherwise noted. Where To File next. You may show amounts on this return as
whole dollars.To do so,drop amounts
General Instructions Where To File
less than 50 cents and increase amounts
Purpose of Form File Form 8038-G, and any attachments, from 50 cents through 99 cents to the
Form 8038-G is used by issuers of with the Department of the Treasury, next higher dollar.
Internal Revenue Service Center, Ogden,tax-exem t governmental obligations to
UT 84201. Questions On Filing Form
provide the IRS with the information 8038-G
required by section 149(e)and to monitor Private delivery services. You can use For specific questions on how to file Form
the requirements of sections 141 through certain private delivery services 8038-G send an email to the IRS at
150. designated by the IRS to meet the"timely TaxExemptBondQuestionsQirs.gov
Who Must File mailing as timely filing/paying"rule for tax and put"Form 8038-G Question"in the
returns and payments.These private subject line. In the email include a
delivery services include only the description of your question,a return
IF the issue price THEN,for tax-exempt following: email address,the name of a contact 1
(line 21,column(b)) governmental Y person,( DHL S
(DHL):
DHL Ex : ame Da p p
is... obligations issued p ) ,and a telephone number. I
after December 31, Service.
1986,issuers must
• Federal Express(FedEx): FedEx Definitions
file... Priority Overnight, FedEx Standard Tax-exempt obligation. This is any
Overnight, FedEx 2Day, FedEx obligation, including a bond, installment
$100,000 or more A separate Form International Priority,and FedEx purchase agreement or financial lease, i
8038-G for each issue International First. ( ) p
• United Parcel Service(UPS): UPS Next on which the interest is excluded from
Less than$100,000 Form 8038-GC, income under section 103.
Information Return for Day Air, UPS Next Day Air Saver, UPS Tax-exempt governmental obligation.
2nd Day Air, UPS 2nd Day Air A.M., UPS
Small Tax 2nd A tax-exempt obligation that is not a
Governmental Bond Worldwide Express Plus, and UPS
Issues,Leases,and Worldwide Express. private activity bond(see below)is a l Installment Sales The private delivery service can tell tax-exempt governmental
obligation.This
includes a bond issued by a qualified
you how to get written proof of the mailing volunteer fire department under section
e
For all build America bonds and date. 150(e).
recovery zone economic Other Forms That May Be Private activity bond. This includes an
development bonds use Form Required obligation issued as part of an issue in
8038-B, Information Return for Build a which:
America Bonds and Recovery Zone For rebating arbitrage(or paying a * More than 10%of the proceeds are to
Economic Development Bonds. For tax penalty in lieu of arbitrage rebate)to the be used for any private activity business
credit bonds and specified tax credit Federal government, use Form 8038-T, use,and
bonds use Form 8038-TC, Information Arbitrage Rebate,Yield Reduction and • More than 10%of the payment of
Return for Tax Credit Bonds and Penalty in Lieu of Arbitrage Rebate. principal or interest of the issue is either
Specified Tax Credit Bonds. (a)secured by an interest in property to
For private activity bonds, use Form be used for a private business use(or
When To File 8038, Information Return for Tax-Exempt payments for such property)or(b)to be
File Form 8038-G on or before the 15th Private Activity Bond Issues. derived from payments for property(or `
day of the 2nd calendar month after the borrowed money)used for a private 3'
close of the calendar quarter in which the For build America bonds(Direct Pay), business use.
bond is issued. Form 8038-G may not be build America bonds(Tax Credit),and
y recovery zone economic development It also includes a bond,the proceeds
filed before the issue date and must be bonds,complete Form 8038-B, of which(a)are to be used directly or
completed based on the facts as of the Information Return for Build America indirectly to make or finance loans(other
issue date. Bonds and Recovery Zone Economic than loans described in section 141(c)(2))
Late filing. An issuer may be granted an Development Bonds. to persons other than governmental units
extension of time to file Form 8038-G and(b)exceeds the lesser of 5%of the
under Section 3 of Rev. Proc.2002-48, For qualified forestry conservation proceeds or$5 million.
2002-37 I.R.B.531, if it is determined that bonds, new clean renewable energy Issue price. The issue price of
the failure to file timely is not due to willful bonds, qualified energy conservation obligations is generally determined under
neglect.Type or print at the top of the bonds,qualified zone academy bonds, Regulations section 1.148-1(b).Thus,
form"Request for Relief under section 3 qualified school construction bonds,clean when issued for cash,the issue price is
of Rev. Proc.2002-48"and attach a letter renewable energy bonds,Midwestern tax the first price at which a substantial
explaining why Form 8038-G was not credit bonds,and all other qualified tax amount of the obligations are sold to the
submitted to the IRS on time.Also credit bonds(except build America public.To determine the issue price of an
indicate whether the bond issue in bonds),file Form 8038-TC, Information obligation issued for property,see
question is under examination by the IRS. Return for Tax Credit Bonds and sections 1273 and 1274 and the related i
Do not submit copies of the trust Specified Tax Credit Bonds. regulations. s
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Sep 20,2011 Cat.No.63774D
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Issue. Generally, obligations are treated return for the same date of issue. If you exchanges the bonds that are part of the
as part of the same issue if they are are filing to correct errors or change a issue for the underwriter's(or other
issued by the same issuer,on the same previously filed return,check the purchaser's)funds. For a lease or
date,and in a single transaction,or a Amended Return box in the heading of installment sale,enter the date interest
series of related transactions. However, the form. starts to accrue in a MM/DD/YYYY
obligations issued during the same The amended return must provide all format.
calendar year(a)under a loan agreement the information reported on the original Line 8. If there is no name of the issue,
under which amounts are to be advanced return in addition to the new or corrected lease provide other identification of the
periodically(a draw-down loan )or(b) information .Attach an explanation of the is
sue.
with a term not exceeding 270 days,may reason for the amended return and write
be treated as part of the same issue if the across the top, "Amended Return Line 9. Enter the CUSIP(Committee on
obligations are equally and ratably Explanation."Failure to attach an Uniform Securities Identification
secured under a single indenture or loan explanation may result in a delay in Procedures)number of the bond with the
agreement and are issued under a processing the form. latest maturity. If the issue does not have
common financing arrangement(for a CUSIP number,write"None."
example, under the same official Line 1. The issuer's name is the name of i
statement periodically updated to reflect the entity issuing the obligations, not the Line 10a. Enter the name and title of the
changing factual circumstances).Also,for name of the entity receiving the benefit of officer or other employee of the issuer
the financing. For a lease or installment whom the IRS may call for more i
obligations issued under adraw-down 9• y
loan that meet the requirements of the sale,the issuer is the lessee or the information. If the issuer wishes to
preceding sentence,obligations issued purchaser. designate a person other than an officer
during different calendar years may be Line 2. An issuer that does not have an or other employee of the issuer(including
treated as part of the same issue if all of employer identification number(EIN) a legal representative or paid preparer)
the amounts to be advanced under the should apply for one on Form SS-4, whom the IRS may call for more !
draw-down loan are reasonably expected Application for Employer Identification information about the return,enter the i
to be advanced within 3 years of the date Number.You can get this form on the IRS name,title,and telephone number of
of issue of the first obligation. Likewise, website at IRS.gov or by calling such person on lines 3a and 3b.
obligations(other than private activity 1-800-TAX-FORM(1-800-829-3676).You
bonds)issued under a single agreement may receive an EIN by telephone by ® Complete lines 10a and 10b even
that is in the form of a lease or installment following the instructions for Form SS-4. if you complete lines 3a and 3b.
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sale may be treated as part of the same Line 3a. If the issuer wishes to authorize
issue if all of the property covered by that a person other than an officer or other part fl—Type Of Issue
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agreement is reasonably expected to be employee of the issuer(including a legal yP i
delivered within 3 years of the date of representative or paid preparer)to Elections referred to in Part II are
issue of the first obligation. communicate with the IRS and whom the
Arbitrage rebate. Generally, interest on IRS may contact about this return made on the original bond 4
documents, not on this form.
a state or local bond is not tax-exempt (including in writing or by telephone), <
unless the issuer of the bond rebates to enter the name of such person here.The Identify the type of obligations issued
the United States arbitrage profits earned person listed in line 3a must be an by entering the corresponding issue price
from investing proceeds of the bond in individual. Do not enter the name and title (see Issue price under Definitions earlier). s
higher yielding nonpurpose investments. of an officer or other employee of the Attach a schedule listing names and EINs t
See section 148(f). issuer here(use line 10a for that of organizations that are to use proceeds
Construction issue. This is an issue of purpose). of these obligations, if different from those i
tax-exempt bonds that meets both of the Note. By authorizing a person other than of the issuer, include a brief summary of
following conditions: an authorized officer or other employee of the use and indicate whether or not such
1. At least 75%of the available the issuer to communicate with the IRS user is a governmental or
construction proceeds are to be used for and whom the IRS may contact about this nongovernmental entity.
construction expenditures with respect to return,the issuer authorizes the IRS to Line 18. Enter a description of the issue
property to be owned by a governmental communicate directly with the individual in the space provided.
unit or a section 501(c)(3)organization, entered on line 3a and consents to
and disclose the issuer's return information to Line 19. If the obligations are short-term
2. All the bonds that are part of the that individual, as necessary,to process tax anticipation notes or warrants(TANs)
issue are qualified 501(c)(3)bonds, this return. or short-term revenue anticipation notes
bonds that are not private activity bonds, Lines 4 and 6. If you listed an individual or warrants(RANs),check box 19a. If the
or private activity bonds issued to finance on line 3a to communicate with the IRS obligations are short-term bond
property to be owned by a governmental and whom the IRS may contact about this anticipation notes(BANs),issued with the r
unit or a section 501(c)(3)organization. return, enter the number and street(or expectation that they will be refunded with
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proceeds of ons a
P.O. box if mail is not delivered to street the p (
In lieu of rebating any arbitrage that future date,check box 19b. Do not check t
may be owed to the United States,the address),city,town,or post office,state,and ZIP code of that person.Otherwise, both boxes.
iii
issuer of a construction issue may make 's irrevocable election tpay a penalty. enter the issuer's number and street(or Line 20. Check this box if property other
The penalty is equal to 11/2%of the P.O. box if mail is not delivered to street than cash is exchanged for the obligation,
amount of construction proceeds that do address),city,town,or post office,state, for example,acquiring a police car,a fire
not meet certain spending requirements. and ZIP code. truck,or telephone equipment through a
See section 148(f)(4)(C)and the Note. The address entered on lines 4 series of monthly payments. (This type of €
Instructions for Form 8038-T. and 6 is the address the IRS will use for obligation is sometimes referred to as a
all written communications regarding the "municipal lease.")Also check this box if
processing of this return, including any real property is directly acquired in
Specific Instructions
notices. exchange for an obligation to make
periodic payments of interest and
Part I—Reporting Authority 4`
p J y Line 5. This line is for IRS use only. Do principal. Do not check this box if the
Amended return. An issuer may file an not make any entries in this box. proceeds of the obligation are received in
amended return to change or add to the Line 7. The date of issue is generally the the form of cash,even if the term"lease"
information reported on a previously filed date on which the issuer physically is used in the title of the issue.
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Part III-Description of principal, interest, or call premium on any the conditions of the private business
Obligations other issue of bonds after 90 days of the tests or the private loan financing test to
date of issue,including proceeds that will be met,then such issue is also an issue
Line 21. For column(a),the final be used to fund an escrow account for of private activity bonds.Regulations
maturity date is the last date the issuer this purpose. section 1.141-2(d)(3)defines a deliberate
must redeem the entire issue. action as any action taken by the issuer
rice under
For column(b), see Issue Part V-Description Of
( ) P Refunded Bonds that is within its control regardless of
Definitions earlier. whether there is intent to violate such
For column(c),the stated redemption Complete this part only if the bonds are to tests. Regulations section 1.141-12
price at maturity of the entire issue is the be used to refund a prior issue of explains the conditions to taking remedial
sum of the stated redemption prices at tax-exempt bonds. For a lease or action that prevent an action that causes
maturity of each bond issued as part of installment sale,write"N/A"in the space an issue to meet the private business
the issue. For a lease or installment sale, to the right of the title for Part V. tests or private loan financing test from
write"N/A"in column(c). Lines 31 and 32. The remaining being treated as a deliberate action.
For column(d),the weighted average weighted average maturity is determined Check the box if the issuer has
maturity is the sum of the products of the without regard to the refunding.The established written procedures to ensure
issue price of each maturity and the weighted average maturity is determined timely remedial action for all nonqualified
number of years to maturity(determined in the same manner as on line 21,column bonds according to Regulations section
separately for each maturity and by taking (d)' 1.141-12 or other remedial actions
into account mandatory redemptions), Line 34. If more than a single issue of authorized by the Commissioner under
divided by the issue price of the entire bonds will be refunded,enter the date of Regulations section 1.141-12(h).
issue(from line 21,column (b)). For a issue of each issue. Enter the date in an Line 44. Check the box if the issuer has i
lease or installment sale, enter instead MM/DDNYYY format. established written procedures to monitor
the total number of years the lease or Part VI-Miscellaneous compliance with the arbitrage,yield
installment sale will be outstanding. restriction,and rebate requirements of
For column(e),the yield,as defined in Line 35. An allocation of volume cap is section 148. g
section 148(h), is the discount rate that, required if the nonqualified amount for the Line 45a. Check the box if some part of
when used to compute the present value issue is more than$15 million but is not the proceeds was used to reimburse
of all payments of principal and interest to more than the amount that would cause expenditures. Figure and then enter the
be paid on the obligation,produces an the issue to be private activity bonds. amount of proceeds that are used to
amount equal to the purchase price, Line 36. If any portion of the gross reimburse the issuer for amounts paid for
including accrued interest.See proceeds of the issue is or will be a qualified purpose prior to the issuance
Regulations section 1.148-4 for specific invested in a guaranteed investment of the bonds. See Regulations section i
rules to compute the yield on an issue. If contract(GIC),as defined in Regulations 1.150-2. 1.
the issue is a variable rate issue,write section 1.148-1(b),enter the amount of Line 45b. An issuer must adopt an s
"VR"as the yield of the issue. For other the gross proceeds so invested,as well official intent to reimburse itself for
than variable rate issues,carry the yield as the final maturity date of the GIC and preissuance expenditures within 60 days
out to four decimal places(for example, the name of the provider of such contract. after payment of the original expenditure
5.3125%). If the issue is a lease or Line 37. Enter the amount of the unless excepted by Regulations section
installment sale,enter the effective rate of proceeds of this issue used to make a 1.150-2(f). Enter the date the official
interest being paid. loan to another governmental unit,the intent was adopted. See Regulations
Part IV-Uses of Proceeds of interest of which is tax-exempt. section 1.150-2(e)for more information
BondIssue Line 38. If the issue is a loan of about official intent.
For a lease or installment sale,write"N/A" Proceeds from another tax-exempt issue, Signature and Consent
check the box and enter the date of issue,
in the space to the right of the title for Part An authorized representative of the issuer
IV. EIN, and name of issuer of the master P
pool obligation. must sign Form 8038-G and any
Line 22. Enter the amount of proceeds applicable certification.Also print the s
Check this box if the issue is a
that will be used to pay interest from the Line 40. name and title of the person signing Form
construction issue and an irrevocable
date the bonds are dated to the date of 8038-G.The authorized representative of
election to pay a penalty in lieu of
issue. the issuer signing this form must have the
arbitrage rebate has been made on or authorityto consent to the disclosure of
Line 24. Enter the amount of the before the date the bonds were issued. the issur's return information,as r
proceeds that will be used to pay bond The penalty is payable with a Form necessaryto rocess this return,to the
issuance costs, including fees for trustees 8038-T for each 6-month period after the P
and bond counsel. If no bond proceeds date the bonds are issued. Do not make person(s)that have been designated in
will be used to a bond issuance costs Form 8038-G.
pay any payment of penalty in lieu of arbitrage
enter zero. Do not leave this line blank. rebate with this form. See Rev. Proc. Note. If the issuer in Part 1,lines 3a and
Line 25. Enter the amount of the 92-22, 1992-1 C.B.736 for rules 3b authorizes the IRS to communicate r
proceeds that will be used to pay fees for regarding the"election document." (including in writing and by telephone)
credit enhancement that are taken into Line 41 a. Check this box if the issuer with a person other than an officer or
account in determining the yield on the has identified a hedge on its books and other employee of the issuer, by signing
issue for purposes of section 148(h)(for records according to Regulations sections this form,the issuer's authorized
example, bond insurance premiums and 1.148-4(h)(2)(viii)and 1.148-4(h)(5)that representative consents to the disclosure
certain fees for letters of credit). permit an issuer of tax-exempt bonds to of the issuer's return information,as
Line 26. Enter the amount of proceeds identify a hedge for it to be included in necessary to process this return,to such
that will be allocated to such a fund. yield calculations for computing arbitrage. Person.
Line 27. Enter the amount of the Line 42. In determining if the issuer has Paid Preparer
proceeds that will be used to pay super-integrated a hedge,apply the rules If an authorized officer of the issuer filled
principal, interest,or call premium on any of Regulations section 1.148-4(h)(4). If in this return,the paid preparer's space i
other issue of bonds within 90 days of the the hedge is super-integrated,check the should remain blank.Anyone who
date of issue. box. prepares the return but does not charge
Line 28. Enter the amount of the Line 43. If the issuer takes a"deliberate the organization should not sign the
proceeds that will be used to pay action"after the issue date that causes return.Certain others who prepare the
-3-
return should not sign. For example,a the information.We need it to ensure that Learning about the law or 2 hr.,41 min.
regular,full-time employee of the issuer, you are complying with these laws. the form . . . . . . . . . . . . .
such as a clerk,secretary,etc.,should You are not required to provide the Preparing,copying, 3 hr.,3 min.
not sign. information requested on a form that is assembling,and sending
Generally,anyone who is paid to subject to the Paperwork Reduction Act the form to the IRS . . . . . .
prepare a return must sign it and fill in the unless the form displays a valid OMB If you have comments concerning the
other blanks in the Paid Preparer Use control number. Books or records relating accuracy of these time estimates or
On/y area of the return. to a form or its instructions must be suggestions for making this form simpler,
The paid preparer must: retained as long as their contents may we would be happy to hear from you.You
• Sign the return in the space provided become material in the administration of can write to the Internal Revenue Service,
for the preparer's signature(a facsimile any Internal Revenue law.Generally,tax Tax Products Coordinating Committee,
signature is acceptable), returns and return information are SE:W:CAR:MP:T:M:S, 1111 Constitution
• Enter the preparer information,and confidential,as required by section 6103. Ave. NW, IR-6526,Washington, DC
• Give a copy of the return to the issuer. The time needed to complete and file 20224. Do not send the form to this
Paperwork Reduction Act Notice. We this form varies depending on individual office. Instead,see Where To File.
ask for the information on this form to circumstances.The estimated average
time is:
carry out the Internal Revenue laws of the
United States.You are required to give us
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CHASEO
PROCEEDS DISBURSEMENT AUTHORIZATION
JPMORGAN CHASE BANK,N.A.
1111 Polaris Parkway, Suite A3 (OH 1-1085)
Columbus,OH 43240
Date:SEPTEMBER 19,2012
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Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below
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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 #1000136745 dated
SEPTEMBER 19,2012 g
I hereby instruct you and authorize you to disburse$500,000.00 to the account number(s)as specified below:
Payee#1
Wire:
Name of Bank: a
ABA No.:
Account Number: E
Account Name:
Amount: $500,000.00
Re: Tax Pledge SEPTEMBER 19,2012
OR Check:
Name of Vendor:
Address:
City/State/Zip
Re: Tax Pledge SEPTEMBER 19,2012
Amount: $500,000.00
4
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. Lessor may rely and act on the instructions set forth herein and shall not be responsible for the use or application of the
funds,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.
IN WITNESS WHEREOF,the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year
first above written.
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CITY OF ROUND ROCK
(Lessee) -
By.
Title:
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Page 1 of 1
Please forward the invoices for the a ui ment. Your spreadsheet and payment
proofs have been received.
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• Title Conies - Please forward the copies of the title fronts and backs. This is to
verify the Vehicle Information Numbers and to ensue no liens are on the vehicles.
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CHASE 0
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SIGN UP....FOR AUTOMATED BILL PAYMENT
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Please complete ALL Sections and return this form:
F
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.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:
5:
Name: CITY OF ROUND ROCK Name:
Address: 221 E.MAIN Address:
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City: ROUND ROCK City:
State: TX Zip: 786645299 State: Zip:
Account Type(check one) Checking Savings
Routing/ABA Number Account Number
F
(Please enclose a voided check)
Biller Information:
f
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.)
1000136745 1000_ _ _ _ _ _ 1000_ _ _ _ _ _ 1000
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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 l
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 any
and
upon notice to the customer.
Authorized Signature Date Telephone No.
Do Not Enclose Payment!
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Mail to: JPMorgan Chase Bank,N.A.
1111 Polaris Parkway,Suite 3A
Columbus, OH 43240
Or n'
Fax to: 1-866-276-4064
Page I of 2
THINGS YOU NEED TO KNOW ABOUT AUTOMATED BILL PAYMENT
Q.How do I sign up?
A.Complete all sections of this form,sign,enclose a voided check and mail or fax to 1-866-276-4064.
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Q.Once I 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.If the payment due date falls on a weekend or holiday the payment will be deducted on the next business day.
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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.
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Q.How can I be sure my bill has been paid?
A.Your payment will be clearly itemized on your bank's monthly account statement.
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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 I complete the form again?
A. Only if you are adding or changing the financial institution account and/or routing/ABA numbers.
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Q.How will I 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.
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Page 2 of 2
Ci Council Agenda Summar Sheet
ROUND ROCK,TEXAS City g Y
PURPOSE PASSION.PROSPERITY.
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Agenda Item No. F3.—CONSENT i
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Consider a resolution authorizing the Mayor to execute a Financing Program Agreement F
Agenda Caption: with JP Morgan Chase Bank, N.A.to lease/purchase various equipment.
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Meeting Date: September 13, 2012 }
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Department: Finance
Staff Person making presentation: Cheryl Delaney
Finance Director
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Item Summary:
Each year the City acquires a portion of its heavy equipment and rolling stock through a tax-exempt leasing
program. The current year's total for the Financing program is$500,000.00, financed at an effective interest rate of
1.20%, with a three year amortization (semi-annual payments of $85,092.06) 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 in the Fire
apparatus replacement program. a
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: Total interest costs at 1.20%, $10,552.34. Thirteen bids were received with JP Morgan Chase Bank providing
the lowest interest rate. This year's rolling stock consists of three sport utility vehicles, four pickup trucks, one van, '
two police interceptor cars, one animal control truck, one fire patrol truck, one riding mower and one backhoe
loader with bucket.
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Cost: Total interest costs at 1.20%-$10,552.34
Source of Funds: General Debt Service Fund
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Recommended Action: Approval
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BID TABULATION SOLICITATION NUMBER 12-041
LEASE PURCHASER FINANCING
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BIDDER INTEREST RATE BID
Midwest Leasing 1.89
Municipal Leasing 1.71 €
Chase 1.20
Extraco 1.625
BOK Financial 2.09
US Bancorp 1.29
US Bancorp w/o pre-payment penalty 1.33
Grant 1.60
SunTrust 1.44
Saulsbury Hill 1.68
Sovereign Bank 1.75
BayStone Financial 2.554
Pinnacle Public 1.94
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Chase
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Loan Amount (pv) $500,000.00
Interest Rate (rate) 1.20% i
#of Periods (Neer) 6
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Payment per Period $85,092.06
Total Interest Paid $10,552.34
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Period PaymentAmount Interest Principal Balance
$500,000.00
1 $85,092.06 $3,000.00 $82,092.06 $417,907.94
2 $85,092.06 $2,507.45 $82,584.61 $335,323.33
3 $85,092.06 $2,011.94 $83,080.12 $252,243.22
4 $85,092.06 $1,513.46 $83,578.60 $168,664.62
5 $85,092.06 $1,011.99 $84,080.07 $84,584.55 k
6 $85,092.06 $507.51 $84,584.55 $0.00
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COPY
CHASE !�
JPMORGAN CHASE BANK, N.A.
Mail Code OHI-1085
1111 Polaris Parkway, Suite 3-A
Columbus, OH 43240-2050
August 31, 2012
CITY OF ROUND ROCK
Attn: Purchasing Manager
221 East Main Street
Round Rock, TX 78664
Dear Ms. Becker:
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Re: Lease Schedule #1000136745 s
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Dear Ms. Becker:
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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 August 31, 2012 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 for
Financial Reporting-These documents constitute the main agreement for this and future
Schedules. These documents were executed September 22, 2011 and are still in force and effect.
They are included for reference.
• 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 each form.
• vehicle Schedule Addendum Prepavment Schedule Addendum and the Texas Lease
Schedule Addendum -These documents further define terms and conditions for this particular i
schedule. Please have your Authorized Signer sign each form.
• Resolution and Declaration of Official Intent-Your governing board will need to review and
approve the financing. Please have your Secretary/Clerk of the board certify that the board has
met and approved the financing, and that the titles of the Authorized Signer(s) are correct.
Please include your Resolution or Board Minutes with your executed documents.
• Certificate of Authorization and Incumbenc - Please have the Secretary/Clerk of the board k
certify that the titles and specimen signatures of the Authorized Signer(s) are correct, as well as
the Resolution or Board Minutes.
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• 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.
COPY
• Proceeds Disbursement Authorization - Please complete the missing payment information,
sign and date, and provide the signer's title and signature where indicates.
• Invoice Conies — Please provide copies of the paid invoices.
• Title Applications — Please provide copies of the title applications indicating no lien holders are
attached to the vehicles. Your spreadsheet and payment proofs were received.
• 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.
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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 executed documentation package.
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If you want JPMorgan Chase Bank to file the form, please include the completed and executed
form with your executed documents.
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• Auto Debit Form — For payments to be automatically deducted from an existing checking
account, please provide the requisite account information and sign. u
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For funding, please return your lease documents, including the original signed Opinion Letter, via over-night
delivery to JPMORGAN CHASE BANK, N.A., Mail Code OHI-1085, 1111 Polaris Parkway, Suite A3, Columbus,
OH 43240. i
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We ask the original signed lease documents be received at our Columbus office one full business day before
the anticipated funding date. If using UPS as your over-night service provider, please consider using our cost
center 03X 7W1
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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: i
221 East Main Street
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 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. I'll be
happy to help you.
Sincerely,
c
7�lan�y�feerZaek
Mary Heubach
Senior Documentation Specialist
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LESSON'S OR 1 iL
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C H A 5 E Co K.
MASTER LEASE-PURCHASE;AGREEMENT'
Dated As of SEPTEM BER 22;2011
lessee: CITY OF ROUND ROCK'•
This;Master Lease=Pumhase.Agreement together with all addenda,rulers acid attachments.hereio,•as:ihe wine fray from time id time:
be:amended, modified or•supplemented.("MasterLease°j is inade•and eniered by and between JPMORGAN-CHASE BANK,N.W,..
("Lessor"}-.and(he lessee identified above("Lessee"),
1. LEASE OF EQVIPMEN'I:•Subject.to the terms and conditions of This Master Leaser Cessoi•agiees to leas!:to Uessee;acid Les"see;
agrees to lease from Lessor;all Equipment described in each Schedule signed'frbm time to time by.'Cessee:and Les`so"r.
2. CERTAIN DEFINITIONS. All terms-defined in the Ceaserart:equally applicable:fib tioih.tlie sifigular and;plural form df such, E
feints. (a) "Schedule" means each Lease Schedule-signed and delivered by Lessee fund Lessor•;•together with all addenda; riders;,
attachments,certificates and exhibits thereto„as the-same may from time to lime be amended;modified or supplemented. Lessee and'
Lessor agree that each Schedule,(except as;expressly.provided in said Schedule),incorporates by reference:.all iif'the term's and
conditions of the Master Lease:(b)"Lease”means�apy 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 repair's
improvements, replacements and substitutions'thereto. (d)"'Lien".means any•security intcrcit;lien;.mortgage=pledge;encumbrance;
judgmcnt,:execution,attachmeni,warrant,writ,levy,other,judicial processor claimpfany natUm whatsoever liy.or ofany person.
3. LEASE.-TERM.The.ierm of'theaease of�the Equipment described in each Leaser"Lease Term")'commences on the first date:dny
of such Equipment is accepted by Lessee pursuant to Section S hereof or on the date specified in chi: Schedule fo>:such Leuse:and;
unless earlier-terminated as expressly,.provided in,the Lease, can'tinues until -Lessee's paynien't and•petfoftridke in full-of all of
Lessee's obligations under tk Lease
'4.RENT PAYMENTS:
a.l Po;•each Lease; Lessee agrees to pay to Lessor ffie;rent paymcrits•iit tfietamoiirits;atid at'ttie bines as.st:t fditti'in'the
Payment'Schedule attached to the Schedule("Itcnt'Paymcnt'').A portion ofeach'Renf Pitytnent-is paid'la. d repWrits the.pnymeint
of interest:as-set forth in the Payment-Schedule. Lessee acknowledges that fits obligation fd.pay.Reht',Payrttients•including:interest
therein.accrues;as ofihe•Accrual.Date:stated in the:Schedule or'iis Payment Schedule;provided, tWno Refit Payment iVdiie until
Lessee accepts thc:,'Equipment under the Lease or.'this,parties.execute an Escrow agreement. Rept Payments'will be payable for the x'
'Lease•Term'ln.U.S.dollars,without,notice or demand at thr;ofFce•of Lessor(or*sueh other place a's Lessor may designate:froin time to
Vine in•writing).
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4;3,If'Lessor receives-any paymeni;from:Lessee later than-!eh (10);days from the•dde•datd, Less&shell pay Lessor-on i
demand,as.a;late charge fve•per cent(5°/a)•ofsticti overdue amoun,aimited,however,,t&1hVinb&iinuin•amount.allowed by law::
4*.—EXk EI?T AS SPEC[FICALL•Y PROVIDED IN'SECTION 6 HEREOF
.OR IN ANY WRITTEN MODIFICATION.TO
THE LEASE:SIGNED BY'LESSOR, TH)r OBLIGATION`70 PAY 12ENT'PAYMENTS UNDER.EACH LEASE SHACI. BE: '
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND`SHALL NOT 8E SU13)ECT TQ ANY SETOFF;.DEFENSE,
COUIJTERCLAIM;ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5.DELIVERY;A1QCEPTANCE;:FUYUING;COND1TI01VS:
5:1 Lessee shall'arrartge,for•the-ttansporiatioh, delivery acid insti MtR;fi bf all Eghipinefit to the location spcci&a in the;
$chedule.(•'Locatiori'')b3'Equipment suppliers("Suppliers")'selected by Lessee:Uessee shall'pay all eosts related thereto.
5.2'Cessce.shall accept.Equipment as soon as it liar been delivered and.is'•bftMtiorial.Ugsee;shall evidence its ai:ceptanec;of
any Equipment by signing and delivering to Lessor the-applicablc'Schedule.If L'e"ssee sighs acid delivers a Schedule and Wall Funding-
Conditions have been satisfied in full,then Lessor will pay br cause to tie paid the costs of such••Equiprrieht as stated in the Schedule,
"Purchase,Prioe )to the applicable Supplier.
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5.3 Lessor shall have no obligation to•pay. any Purchase'Price4hnless'all,reasonable conditions established by Lessor'
t"Funding Conditions!) have been satisfied, including, without,limitation, tlie-followQ:ing: .Lessee'•has signed and delivered the
Scheddle and.its Payment Schedule;(b)no-Event'of Default shall have•occurred and be continuing;(c) no'matedal 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'haye.occurred in:the rnancial.condition of Lessee or.any Supplier;(e)
the Equipment is rdasobably satisfactory to,Lessor and is-free and,clear of any Liens(except,Lessoes-Liens);(f)All-representations of
Lessee;in the.Lease;rchiaimtrue;accurate'and cornplete; and(g)'Lessor has-rgcerved•all of-die following documents,which shall be. j
t0dsonab1y sutisfhctoiy,.in forni.and substance,.to,Lessor:(1).evidence-of insurance coverage required by the Lease;(2)an opinion of i
LessWi counsel;(3)reasonably detailed,invoices-for the:Equipment;(4)Uniform;Commercial.Code(UCC)financing statemenisi•.(5).
copies of resolutions by Lessee's governing body authorizing the Lease:and'rncumbency.certifcates for thg person(s)•who will sign the•
Lease;•(6}such d6cuments and'ccrtificates relating-to thc'tax-exempt interest payable the Lease
under. .(including,without;limiWion; 3
IRS:Forrn 8038E or 8.03.8GC).a's Lessor may requesr,and•(7).such other docum_ents.and•in_formation prev-iouily identifed by L cssor or
othenvise'reasodably,requested.by Lessor.
6.TERMINATION:FOR,GOVERNIVIENT.AL NON=APPAOPRIATIONS.
'6.1• For each.Lease; Lessee represents;and warrants; that it Lias,appropriated and budgeted rile necessary fund's to make all
kent.Paymefits:required pursuant to such Lease for the remainder of the fiscai year in�vhich:the'Lease•Term commences;and that it:
currently'intetids to make:Rent Payments for,the full Lease Term as scheduled in the applicable;Paygnent Schedule if furids:are
appropriated for the Rent-Payments-in-each succeeding•fi`scal year by its governing body.'Wrthoui contractually committing iuelf*'
so, Lessee reasonably believes that moneys in an amount=sufficient•to•make.all Rent- Paymcnts:.can -and will latvfWly tie
appropriated therefor: k0tsee directs the person in•charge.of its budget requests:to. include the Rent Payments payable diving each'
fisdal year in the budget request•presented to Lessee's governing boat'-for such fiscal year•; provided,,that'L•essee's governing body, i
retains authority to approve or reject'any such budget request:All Rent Payments•shall•be payable out;of ihe•geheral funds-6f Lessee
or out-of other funds legally appropriated therefor. Lessor agrees that no Lease will be-a general obligation of Lessee and do Lease'
shall constitute a pledge df either•the:full•faith and credit of Lessee;or the taxing po-,wer pfLessee; €
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•6;2•[f Lessee's-.governing body fans to appropriate sufficle'nt,funds•in any fscal year.for Rent-ky`inedts or.�other payriieniff
dire imitef a Lease and if other fonds are net•legally,appropriated for.such.paymedts; then..a 'Non-Appropriatioh Event"•shall be
deeriied.to Have dccufncd. If a•Non-Appcopriation,Evgnt.ocetrrs, then; (a)Lessee shall give Lessor immediate notice of such Non-
.Appropriation Event and-proWde written-evidence:of such failure by.Lessee's.governing,body;tb)on the*Return Date; Lessee shall t
.tetiftto Lessor-all,'but.not loss than.all,.of'the Equipment covered'by:ihe affected Lease,.at Lessees-sole expense,in.iiccordanee with
-Section 21 hereof;.iwd(c)the.affected Lease-shall terminate on.the-Return Date without.penalty'to Lessee,provided,that Les'se'e shall i.
pay all Rent.P.aytnents'and other arriounts'payable,under the.afl'ected.Lease.for which funds:shall have been appi6prinfed, provided
'fur'tlief,that.Lesse0 all pay month-to-month rent at the'rate set..fohh k--the affected Lease for•each month or'part thereof that Cessee i
•fails'to return the Equipment-under ihis Section 6.2."Retum-Date"means the last,day,of the fiscal year for16icfi appropriations were
inadd.foiahe Rent Payments'due under a Lease.
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7. LIMITA.T.10N ON, WARRANTIES; LE5SOR MAKES'NO' WARRANTY OR REPRESENTATION;.EXPRESS' OR
IMPLIED,: AS. T.O .ANY MATTER WHATSOEVER, I'NCLUD'ING, WITHOUT- LIMITATION, A5 TO THE
MERCHANTABILITY OR FITNESS FOR ANY'PARTICULAR PURPOSE t3FANY OF'THE EQUIPMENT OR AS TO
THE VALUE, DESIGN, CONDITION, USE,_CAPACITY OR'DUR�4B[LI'f1'OF•ANY'OF THE.EQUIPMENT: For and
*d'ring,the Lease Tdrm, Lessor hereby assigns••to.Lessee any:nianueacturet s or Suppliers product Warr`antics;:express ar irirplieil;
.appllcdlile%to any Equipment and Lessor authorizes Lessee--to obtain'the customary-setyices furriiihed in connection'with such
warranties•at.Lessee' s sole expense: Lessee agrees that (ay-.-all Equipment,will have been purchased by Cesso'r hi•accordance'with ;
Lessee's-specifrcaiions-from Suppliers selected by Lessee,,(b) Lessor isnot a manufacturer or dealer•orany,Eijuipritent:•and ha§'no t
liability for the deliVery-or.'installation of any Equipment,(c) Lessor,.assumes-no obligatiod.with respect to.any manufacturer's o:
Supplier's pioducNvtarranties or guoranties,(d)no manufacturer or Supplier orrany.:representittive:ofsaid parties is an:agent•of,Lessar g
.and;(e)why WiaTddty;representation„guaranty.or agreement made-by any.magufncfurer or Supplier or.'-any representative of said €'
.pard s.0all not be iiihding.upori Lessor.
8.TITLE;SECURITY Il!tTEREST. '
8:1 Upon-Lessee's acceptance of any E'gtiipment•under a'Gease,title to.the Equipmenf shall vest ui.I.Z set,subject to L'essor's- r.
security interdst therein and-all:of.Lessoes other rights under such Lease including,wrihout liri 1taiion,Seciioits*6;20 i nd,2l Mtcbf.
8.2 As.col lateralaecurity for the Secured:Obligations; Lessee hereby grants t6 Edsor a first priority security interesh in.driy.
and all of the Equipment(how existing'or hereafter acquired)and apyand all proceeds thereof.Lessee agrees iblexecutc and delivet1b
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L..,ESSOR'S ORIG11f, 0 P y
Lessof all.hecessaiy'.docuMents to evidence and pertect.such'security interest,including,without ifi iitation,UCC.financing statements
and any afnendrireriis theieto.
8:3"Secured Obligations"means Lessee's obligations to pay ali Rent Payments and-all other amountv due and%payable;under
all present and'fut'u're leases and-to,perform and obsttve all covenants, agreements and conditions (direct,'or indirect; absolute or
cbri[ingent;dde•tir•to become due;of&fisting or tiettAfter arising)of Lessee.under•all present and;future'Leases.
9:PERSONAL PROPERTY.All Equipment is and will remain'personal.property and will not-be;dmob •afxed or attached,to
reat:estate or-any building thereon..
10.MAINTENANCE.AND OPERATION.L:essee:agregs it.sliall,.at its-sole expense:(a)•repair and maintain all Equipment in.good•
conditiori.and woikiiig ordeF:and supply and install all rep. cernentlparts;or gtherdevices when required,ta_so maintain the Equipment
ar when iequired 6yrplicable law-or regulation; which•patts.or devices shall automatically become•part:of the Equipment;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,
.desigoed in-accordance with the manufacturer's warranty requirements; and comply with:all laws.and regulations relating to the.
Equipment. If-any Equipfnent is.cust6marily covered'by.a maintenance agreement, Lessee will furnish Lessor.with a.maintenance•
agreemerit.by•a•paity reasonably satisfactgry• to;Lessor. No maintenance'or oiher service•for-any.Equipment will tie:provided by
Lessor. Lessee-will riot,tirakc any alterations,additions or improvements("improvements").to any Equipment without Lessor's;.
prion
Written cahscri�unl'ess the finprovenients-may b6.f�eadily rtn oyed without damage:to the operation,value or utility of such Equipment, I
but.ariy such Improvements ndt removed prior to the termination of the applicable Lease shall•automatically.become part of the:
Equipment.
11:LOCATION; INSPECTION.Equipment wi.11•not%be remoWS,from,or if Egtiipmenris rolling stock its-permanent base will not.
ber'changed'from; the Location without Lessor's prior.written:colisent.which will not-be unreasonably-withhold. Upon reasona_blc_:
notice.io Lessee,Lessor-may enter the Location or elsewhere during-normal business hours.to inspc6the Equipment.
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12:LIENS,,SUBLEASES AND TAXES;,
1.2.1 Lessee shall:keep all Equiptnerit••free:and clear of all Liens;e;ecept those Liens created.under iis:L_ease;Zessee:sliall 'not
subiet•.or tend 09:E4dipnient or'permit it to.be used byapy9pe.*q hgr than Lessee or Lessee°s.cTployyes:
12.2•Uace shad-pay.-when due all Taxes,which may.now.or`hereafter be imposed:upon any Equipment or its ownership, '
leasing;idntal,sale,purchase, possession or use;upon any-Leasc:or upon any Rent Payments or any other payments due under any
Lease:If Lessee fails to pay such Taxe$when due,Lessor shall have.the.right,but not the.obligafign,to pay,such Taxes.if Lessor pays
:any such Taxes;,then L es5ee shall;.upon demand,'immediately reimburse Lessor•therefor..'"raxes'• means.present pnd-future taxes,
•levies;duties,,a ssessinents•or•oitter goyernmentsl'ctiarges'that dre notlased on the.net:incame of Lessor,whether they are assessed t'o t
for payable by 1:.essee:br Lessor,including;without,limitation(a):sales,use,•excise,.licensing,registration,.tiding,.gmss.reccipts,stamp
:and personal•properf..take's,and(b)-interest,penalties or Anes on any of the forego jng. i
13..RISK OF LOSS:
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13:1 Lessee bearsthe erifirie risk of loss;thefi,: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'Rcpt
`Payments br to peiforni any.otlite obligation finder-any Lease: Proceeds;of any. insurance recovery will be applied id*L•essee's t
'obligations•under this'Sccfion•13.
13:2 If a Ca'suaity'Loss occurs-to any Equipment;.Lessee*shall.immediatelynotify,'Lessgr of the same:and*l essee shall,unless
•othbrwisc:diiectedl.L"et9dr,Unmediatelyrepairthe:same.
13:3,If I:essor deteiiniries that:any item of.Bquipment has•suffemd.a Casualty Loss beyond repair:("Losi EquipmenN); then t
L'esse&sliatl:either. (a)'imritediately'replace*-the.L,ost Equipment with.similar equipment•in-good repair;condition-and working order t`
free and'cleebf•any-Liens (exeept;l.;essor's Liens), in which•event such-replacement equipment••shall autoraatically'be Equipment
-under the•applicable..Lease; and deliver to Lessor true and.complete copies,of the invoice:or.bill of sale.covering,the.replacemerit
equipment:,or(b);on earlier.dt 60 days after the.Casualty'Loss.or.the-next, .edii'W Rent Payment date, pay Lessor(i)all'ambunis l
owed-by L'essec'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 ff the Casualty Loss payment is due.between Rent.Payment dates,then
as of the•Rent.PaymenGdate preceding the•.date•that-ilmCasualty Loss payment is due) set forth in the Payment Schedule to the
eppiicable.L'ease: tf.Les'see.is making such payment-with respect to,less than all'of the Equipment under a.Lease,iheit Lessor will
provide Lessee with the.pro rata amount of the Rent Paympnt*and Termination Value to be paid by Lessee with respect to"the Lost.
Equipment ohd.a.revised•Payotent Schedule:
'Page-3 of 6
' COPYc,i<:,e�SQR`8 O�'�U�i�Ctr'ttra
13.4;To the'extent not prohibited,by State law; lessee shall bear the-risk of loss for, shall pay-direWy, and shall defend
against any and-all claims,liabilities,,proceedings,.•actinris;,expegkes.(including reasonable an mey's feeg),damages or losses arising
.under'or related to any Equipment,•ineludipg,,but not•limited to, the possession, ownership; (case, use bt opfttiori thereof.'Tliesd
obligations of Lessee shall,survive•any•cxpiration or-termination of any Lease: Lessee shall'not bear the flik of l'os's of,nor pay'foi•;
;any claims,:liabilities,proceedings, actions,-expenses(inctudiitg.attomey.s fees),damages•o0osses-Which arise-directly'from'evcnts
occurring.after any-Equipment has been.rettuned by-Lessee to,Lessor in accordance with the terms ofthe:applieable Lease or which
arikdirectly from the gross negligence orwillful giisconduct of Lessor.
14.1 $URANCE.
14.1 (a)Lessee at its;sgle.expense shall at-all times keep all Equipment insured against all Casualty Losses for ah at ibUht ot:
less:than•the,Termination Value o�f the Equipment;Proceeds of any sugh;insurance covering damage or loss"sof itny Egaiptrient shall'be:
payable.to.Lessor as loss payee.(b)Lessee a Ats:sole expense shall-at all times carry public•liability•and third party-.properiy°diimage:
insurance in.amounts reasonably satisfactory to Lcssor:protecting[lessee aacl'Lcssor from Liabilities for injuries io:person's and.daritage!
to property,of others relating In any wayio.any Equipment, Proceeds 6f'any such public:Iia6ilRy or property insurance shall W'payable,first.to.L ssor as-ndditionaI insured to'the.extent
of its:liability,;aad hien to Lessee..
W.2 All insurers shall be reasonably satisfactory io'Lessor.'Lessee shall promptly deliver iii Le"s'sorsaiisfactbry' evidence of
required insurance coverage and all renewals and replacements thereof Each insurance policy will require tharthe'iitsurer giveLes'sor
at Ieast.3D.days prior written•notice of any cancellation of'such policy and wi11 require that Les'sor's interest's remain insured regardless• j
of any act,error,.misrepresentation,omission.or neglect of Lessee.The insurance maintained by Le's'see shall be.grimary without any" i
right of'contribution from insurance•which tray bc;maintained by L.gssor, s
15:.PREPAY9ENT OPTION. Upon thirty(39 days prior written notice by Lessee to Lessor; and;sd long.as•ilieroAs na:Evcntof
Defaull then exiSting,Lessee shall hav ,&opiion io:prepayment Lessee's obligations.under a Liiise.on•any Rent Payment dtie:datc,by
pp ying.t6:Lessor.aD kent.Payments then due Vailuding accrued,interest,:if any)for such Lease plus the Termination Value amWnt.set:
forth on.tbe.Payment;Scheduleto,such Lease.for.such date.Upon satisfaction 6i .'fessee of•sucti prcp *dfit conditions; Lessor shail
ieleage;It's•Lieri ori such.Equipment and.l essee shalt retain its title to such Equipfneni"AS=IS,,WHEREAS"i'without representatiori or•
watiahty�by Lessor,%express�or implied;except.fgrta representation that such Equipment'is free and clear of'in y',Liens created by.
:Lessor. E
J& LESSEE'S REPRESENTATIONS AND'WARRANTIES:'Willi respect to each Lddse and:its' E461 inent; Lessee:hereby
'represents and'warrants;to•Lessor that. (a),Lessee has full powcr,.euihoiity.and legal'right t6 execute Wd deliver the Lease and to.
err nn its bbli atlons under the:Lease unit all such actions have been dtil authorized ii 'a` ro rime findin s d id'aetidris of Lessee's
•p 9 g•..� .. ... .. .. Y .•,. Y •PP P• g � i
:governing liody;;(tij the Lease'fias been:duly executed-and'delivered'by Cessewarid consiittites a legal valid and binding obligatiijn of
Lessee,enforceable in accordance with its terms;*(c)the Lease-is authorized'upder,and'thcsauthoriAttan;ezecutW and`de'live'ry'of
the Lease complies with, all applicable federalstate and'locaCiaws and regulations(lilt uding,but`riot lirtiifed to;all open ineeiing;
-public bidding;•and.property acquisition laws) and,,all.;applicable,jud0erits:and'court orders; (d)'thE execution; delivery, and i
performance:by_,Lessee of its•obligations under the Leasc•will not resuldn a breacfi•or violi+tion of,nor'•cbnstitute a default uiidef,:ariy
.agreement,lease or other,igstrumen[.to which Lessewis a party oi:by wfiich Lessee's propeitie's.ttiay be botuid or afl'eZtcd;(e).therb.is
no pending, or to the best of Lessee's knowledge threatened, litigation of any nature.which`may have a materialyddvets6 effect on
L'essee's ability to perform its obligations under;t6rCease;and(f)'Lessee is=a.§tate,or ii political subdii iiibn'theieof;'ds'refeifed to in
•section 1.03 of the Code,-and L;essce s obligation under-ihi Lease constitutes.an•enforseabYe bbligation issued on behalf of.astate;bt a l
political-subdivision thereof: r
S.
17 TAX COVENANTS.Lessee Hereby covenants and agrees that:(a)'t.essce shall coiriply'witli all'U diie're'quiretnents'bfiSection
149(a)'and Sectidn'149(e)_of the Code,.as•ibe same.may�bc•amended from tirite.to time,'and such eoffi lianc6'shall include,bdt,not be l
.limited to;executingtand filing Intemal Revenue Form 8038G;or•.8038GC,as the case may be,urid.ahy other inforritationitatements
•'reasoriably regtiested by.'Lessor; (b) Lessee shall not do(orcause fo be done]ariy act which will cause;'bi by omis'sion;of any act.
allow;any.Lease to:be an"arbitrage bond"within the meaning of Section,148(a)of the Code dr-any Leaso to be a"private"acdvity t:
bond"within,the meaning--of Section 14-1(a):of the Code;and(c)Lessee shall not do(or•cause:to be:done)any ect'which will chuse,or
by:bruission.of any,act allow; the.iniereii pottion of any Rent Paymcnts•to_be or beconid inclddable'in grass income for Federal
iitcome•taxaticjn purposes under-the Code.,
:
i
18.1.Lessee•4hall not assign;tiansfer,.piedg'e,hypoiheciite�itor;graiit:any Lieri�oi►,nor otherwise dispose of,•any-[;ease or any
Equipment.'"any:interest in any Lease:or•Equipment. x
y
i
•Page`.4 o£6
COPY
:l8.2:UKWr*thay assign its rights,,title,and interest in and to,pny;I.,cpsq:or any Equipment,.ai�Wjq
qray grant or,Wign a
security interest in atiy Udase and its.Equipment,-in,whole or in Part,.to any party.at iiny-.tihie.-Any such assignee.,o- e
r li nholder
"Assignee'!)shall hhv,e all 6f&'rights.'of-Lessor under the applicable Lewp.,LESSEE AGREES NOTTO ASSERT AGAINST
ANY-_AS§11GNEE:-.ANY CLAIMS, ABATEMENTS, SETOFFS ; COUNTERCLAIMS, RECOUPMENT OR ARY-6THE-11
SIMILAR DEFENSES WHICH*LESSEE MAY HAVE AGAINST LESSOR.-Unless.otherwise�agree4.by Lessce:in writing, any.
su&assignment arigabdon shkil ndt.release Lessor from any-bf-Lessoi-I's obligations under the applicable Lease. An assignment or
feassignificinOf ahybf I.&s6es.right,title:orlfiterdriiiii Lease.'or its Equipment shall,be-enforceable'against Lessee.-o.nly-after-Lessee
receives ii written hbticc-6f diiininent-Which distibses th6 name and address of each such Assignee;-proyidgd,that such notice.ftom
LegsoFio L6see of ady hs6ghmint-shall-dot 6e*io requited if Lessor'assigns a I:eme!to-)PMORGAN CHA$E*4 Co.any of its'd.i Mc.t
or indirect subsidia'rie's:Lessde shall keep eWmplietb-afid aceurate record ofafi.sucb assignrpecomply y
�qtp!n the form necessar -to com' wiih
Seati6n 149(i).6f thb C6de and fbi sucli purp6sb Lessee-hereby appoints _ 0.
. (Rr �eWr�_s, q the bo k entry and
i4stratiobAfr6tto kbepalcdmplete:addXc&ratditcofd'.of any and all assignments of•any Lease. Lessee-agreesto-acknowledge1n
ivriiink.ahy-s ukh dgsigWdnts Vso-irequdt6d.
:18;3.E&h%Msignee df a Lbas-b.hcre4y,*fgrees that:(4)the term 5ecured.66fieations asuscd.in Section 8.3 hereof Whereby.
imeiti&d.to ihclude acid apply to all dbligatiOhs 6f Lessee undar.the.#ssignqd Lewes andlo L'es4*e'uffder*
any NoneMsighed-Leases; (b).said Assignee-.'shall'have.no Lien*on, nor any claim to nor ally,.tciisvofarW kind in, any, N
on-
Assigned.,Lea!fe or shy Equipment'covered by.'@my Non-Assigned.'Ecasq.and (d)*Assignee shall exercise its rights, bendits and
r6mc*dies-.as-the a"ssi-gne6*of.Legsor-(including, without limitatiorf,'t1je remedies under Section.20 of the Master Lease] solely with
resfiect-to the AsW id-Ldaks."Assigned.Ltates"beans only thospLeas -which have be n-assigne4:to a-single-Assignee pursuant
io i writ(d'fi:8W6 ffient,and"N66-Asgiped LcOes";.means all Leaseg excluding the Assigned Leases.
18.4 Subjebt-to the f6ftoitig, each Lease inures to.the benefit-of-and binoing-up9n e1rs, exe
cuios:lidmifiiArai0i;
itkEdss6is dtfd'lis§ijfteof.the partibs hereto.
fg. EVENT-S.'OF DEFAULT. FO each Cease,"Event of*Dekault"means the occurrence of anyone or On6re of the W6116wifij iveriff
Ith I. to. lis du* in dcc'rdanci
n ey;may re htb;to such L-Wb:(a)Lessee:fdiis: ' mike ' Aenvopyrneiii�qr.any-other payment)i!*�J*f biecoW e 0
any
w IhF tiriM-dVthb.Vast,1ind
ith any such thiliuri!.-Ontinues.for ien ZI'O)'days-after the due date ihereof;-(b)tessee'fhlis to pirforbf di.
&k-erv-e:-a any of'! dbli&tion§*ufiddt SdttioM -12.fj 14 or 18.1-'hereof;`(g) Lessee'fails tq:W.19" or observe an'y'othe'r* c'ovenant;
lbonditioh of agrediffibtir to be jimfUnned:dr',obsered by it.under the:Lease andSuch ffiilure is:noficured within thifty.(30)day's after
xiUiof of writiJed notice thbrdof by:Lessor; (d) any inwarranty made* -'bylessee-in the Lease or.in anyptWq(qti9n:o
writing deliVered by Ldsset-pursuant thereto or in connection therewith proves-At an;.* Tti,*
e to.6ve been false;niisleading or.eiiancous
'In.-dnX'--inhteriW respect-6 of'thb.-time when rdaft-(e)-.Lessee..applies for` .consents.to the appoiiiftdint of d'riieiver, fiuWe;
'conservatbr br-liquidator of Lessed or.of ail-dr-a.substanti .I part.of its-asse s ona petition for relidf*is hied 6jLcsgee under arly federal
-6c state hankiiiPtcy, ihsolvency 6r,sififflat law; ot"wpetitibn In a.proceeding under any federal or state banlaruptcy,.insdlVdiicy b�
_#ga I
ifist Lesko dnd js'hot dismissed lss�a�iWn. i- ereafttr, 9. (0. be:in:dbMil(und&6
�Hnilai.,liw-is fikki r Lessee., all
other Wisebf*tfhdde-W`n'y other finfincing agreement..executea at'any time with.Lpssor;
'20.REMEDIES.*If any E*briLdE0faU'lt occurs„then Lessor may,at:iis:.o..vti.on,..cx.ercise:any one or mora dfjhe-*f6llowing ftm6di4:
1.
(d)-ligedt may,fttfuire Lessee.to pay(and Lessee agrqqj that.it shall p 'a mountsn
ihe currently du.i under all Leiisek.afid.
;811 Rent.Payments due under;.dll Leases during,the flscat.year in:effect when the-Event of Default-occurs together:with
ffitirEst'od sU'Ch amounts at the rate oftwelve'ppreentI e highest rale P-drmi ifted by app c
.ZQ/O).peX,ajjqum(bq-,not.to exceed t.
lAy)ffoift the.date-df Lbssbes:dcmand16r such pjiyment,?
(b i�y-rtqijite..Le—c�ce',to.prompil�-rctum:a * ipmeilt !!pidff..-:.a.1.1:orsany of the Li"es-io Leisibi iffthe�fizinfi6r,iit.
. ) Wsdf.if , -- .jl Equ , :.. ? .
faith in §ktidii,21 (ar�a_.-Lessd*e-agrees that it%sball so retum-the,EquipmpQt).!.or,'Lessor may, at its.option,-enter iipbh thd jireinises
WhEre ffify'13400ffi6t-is.16catbd.anid rdoossess-a9x1Vquipinp*nt**wfihout'demand or ndtice;wy thout-anycolirt.*oMetor.*ottiero'r2o*cisi.,6f
V*and IiAtliout liability for any.-damage occasioned by syC h-reposscssion;,
lease dFothierwise:dispose of any Equipment under-all.-or any-of ific Leasii,ih;whble bran pdt%..in onie or'
tai
rridfc Publi:c..*oFori�-ae-*tmnsifctidns,.and i or so:disposes of any Eqqipjqent,.k4qR Iessor:ihall rei 'in the*entire procee&.df such
disposition—fee of'atiy claims of-Le4see, provided, at if-the net pKqcqecs-of thc.dispopition of'iff ilie Equibifient ikeeds thd
applkable-T-dirtninaido fi.Value.of all th-e:Sch;dules plus.the amounts payable by.Lessee.under ckuse dbdve 6r-this Section'and
und6t cldu!reionj cp*
.).Ucl6WbfthisrSOt . their
.(dy-Le_ks&1nay tdrinlnate,.canqel or resdini.apyLease!as to any-andtall Equipment;
;
6y
Lessor inay-exefcise*any reiAedy. rh o -privilegq whicmay be availible io Uiior under h licdbldlai�-6r,
. . I pp
apgf6prihtc court action at law or-in equity,Lessor.may any ofLesse6s-obli6t(onsundceanyLchsc;.afid/or
..
Page"5'of 6-
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•'� LESSOR'S ORIGIN ' P Y ,
'
f,.
( Lessor may:rcquire 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 and/or of Lessor's actions under this section, including; withodi
lffnitation,'ahy attorney fees and''expenses and any costs related to the repossession, safekeeping; storage, repair;reconditioning or
disposition ofany Equipment.
None.oftho.above remedies is-exclusive, but-eacli is cumulative and in-addition to any other remedy available.to Lessor. L'essor's.
ekercise'of one or more:remedke-shalt"not preclude its exercise ofN
-any other•rernedy: o delay.or failure-on the part of Ldsgor•to
exercise any remedy-under any Leasik shall operate as'a•waiver thereof,•nor asan acquiescence in any defatili,nor shall any ghigle or
partial e)Cdreise'df any remedy preclude-any other exercise thereof or the exercise of any-other remedy..
21, RETURN OF EQUIPMENT.It Lessor is entitled;under the provisions•of•any Lease, including any'terminaiion therdof pursuant:
to Sectidris 6•of.20 of this Master Lease,to obtain possession of any Equipment or if Lessee is obligated at any time to'return any'
Equipment;tlti it.(a) title to the Equipment shall vest;:in Lessor immediately upon"Les oes notice thereof to Lessee:and{li),Lessee:
shall,at its:sole-expense-,and risk,•immediately;de-install,jdisassemblg,.pack,crate„insure and return the..-Equipment to Lessor all in'
accoiddnce•with applicable hidus(ry standbrds);at:any location in•the'continental.United States selected by:Lessof;Such Equfpmenf'
Mall tic in the same condition.as When recdived by;Lessee(reasonable wear,tear and depreciation resulting:from normal and proper
risexexcepted'),shall be in good operating order-and maintenance.as required by.the applicable-Lease,shall be freeand-clear.of any
Liens(eridept Lessor's Lien)arid shall comply with all applicable laws and regulations.Until gquipmenf is returned as required:iabove,
all tetffi-of the applicable Ledse.shall remain in full force,and effect•including,without,limitation,obligatforis to pay Rent Payments '
find to ihs c the Equipment. Lessee agrees to execute•and deliver.io Lessor all documents•reasonably requested by lessor to-6idence
the•transfer'of legal-and beneficial title•to such Equipment to Lessor and to evidence the termination of Lessee's in'tcresi in such. r
Eq_dipindnt. t
t
22.LAW GOVERNING-Edth Lease%hall be governed by:the.laws of the-staie of where Lessee is located(the"State".): t
- t
;23.:NOTICES.-Ali dbtices'to-be.given under any Lease shdil,be made in writing;and eithef pdrsonhlly delivered•orrndiled by'regular
•oc:ceetitfred mail dr-sent by an overnight courier-delivery company to the other party at its address setToith heieiri or-at'such address as
-the putty-may proiride in writfng'from timecto.time.Any such notices shall be deemed,to,have•been-received five(5)days.sdbscquetif t
tb-iiiailirig.
k
}24:•FINANCIAL.INFORMATION;.As soon as they are ayailable after their completion in eacli fiscal yeaf of.Lessee during irnX t
Lease:Terni,;Lessee wlll deliver.to.L,Cssor upon Les-sor•'s request the publicly;;ia aflabk annual financial inforitration.iif L'cssee.•-
125-SECTION HEADINGS.-All section headings:contained:hgrein or in any Schedule are for'converiiericc_ ofYefereric6 only;and do
fid ddfr6e.of limit the scope4any provision-ofany.L.ease.
;26:EXECUTION IN•'COUNTERPARTS.,Each'Schedule to this Master-Lease may be executed iri seve(al-.c6u6ter0drie,oadK of: s
which shall be deemed.an original,bur ull'of which;shall be-deemed ono.-instrument.If more than one counterpart oFdach Sdhddule.is
.executed by'Lessee acid Lessor,Then orilyone may be marked"Lessor's Original”by Ldssor.A•securiryi—t iresf.in any'Sclieddle may l
be created through trahsferand possession only oft the sole;original of said Schedule if.ilieie is only one origiriaf;.oi'tlie counicrpait. i
marked"Lessoi's•Original'!if there are-multiple counterparts;of said Schedule.
27. ENTIRE. AGREE MENT;• WRI•TTEW AMENDMENTS. Each Lcasc,.together witf the 6ihibit§; schedules:and addenda.
'attached thereto and.made a part hereofand other'nttachments thereto-constitute the entire agreement•befw&ft the patties.wfth'respect '
to the Idase of the Equipment coVered•thereby,,and.such Lease:shall,not be modified, amended, altered;:ofthanged except with the i
written cbdsent-of l:essee'and Lessor..Any provision of any Lease found to;be prohibited by law'shall lie.ifiM cdVe:to the extent of
suchf prohibitidn without-.invalidating the remainder.of the Lease.
:
CITYOF ROUND ROCK .IPMORGAN'CHASE BANK,N:A:
(L',cs'seej (Lessor)
• 1
By: gy
Tine: ,
Ovoy- - M. Titfe:Auth�L_7edo flicert
Page 6 df 6
LESsoR's o CGIOPY
MASTER-LEASE-PURCHASE AMENDMENT'
(Financial Reportiiig-Mddificutidns)
paled: SEPTEMBER 22,'201.1
Master L•.case-Purchase•Agreement dated: SEPTEMBER 22.'2011 .
Lessee: CITY 00*UNWROCK
Reference is-made•to the above Master Lease-Purchase-Agreement together with.all previdus addenda ;amendments;
supplemenis_and modifications thereto(cdlicciively;the "Master W§e') by.aiid•between JPMORGAN CHASE BANK,,
N.A., ('•'Lessor")and the above lessee("Lessee").1l b Ambndmed aiiiends•and modifies the'teims add dondition§'of the;
Master.Leas_e:and is hereby made•a'part of'W Masie'r.Lcase..Uhless•otherwlse defined herein,•tapitali*d terWs.defined in'
asterLease shall have the same meanik when used heiein:
NOVJ,_THEREFORE,as,part of the valuable"coiisideration'to induce the execution'of Lebsc•Sctiedutes,:Les'so'r and Lesst:e
i
hereby agree to.timend the Master.Lease as follows:
1. FINANCIAL- INFORMATION. In addition'Wall othei•'reiluireinents df the Master Lease with respect to
delivery of litiancial informaiion,Lessee agrce's to deti'ver'tb I:essoi:the:annual.audited financial informatidn for Lesseemo
later than 1'80 days-after the end of'each(seal year of-Le'ssee:
2: dENERAL..-Excepi expressly attiended%by..this.Amchdnient Arid other modificatiions•signed by Lessor An
"I:cssee,r the Master lease remains'unchanged and in'full forge:dnd effect:•Thi- rhddificati6fts-made.:pursuant to this
Amendment shall apply fo all existing and:futum:Lease.Sdhedales:under the•Mast6r.Lease;
:
IN W_ ITNESS'WIiEREOF,'the:pafties•hcicto have.ezecuted•tliis Amendment as of the.ddte fustreferericed abgvc.
CITY 6VROUND ROCK. •JP.MORGAN CHASE BANK.N.A.
(Lessee) (Lessor)
• i
By: By;
J a:
Title: l� .l• jna5 IVl ar"t a" &y, =Title: oriieB.Otlicer ;
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(Firiancial Reporting-Master•Lease:Amdtvl) i
CHASEO COPY
LEASESCHEDULE
Dated as of: SEPTEMBER 19,2012
Lease No.: 1000136745
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 defined herein, capitalized terms defined in the Master Lease will have the same
meaning when used herein.
Master Lease-Purcliase 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 part hereof.
i
B. EQUIPMENT LOCATION: See Attached Schedule A-1 �
t
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 AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL
EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS'; AND (d) LESSEE WAIVES ANY RIGHT TO
REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents 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 of performing its governmental or proprietary functions consistent with the
pennissible scope of its authority.Lessee currently intends for the full Lease Term:to use the Equipment.
a
i
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 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,
t
t
(i)Section 8 of the Master Lease is modified to read in its entirety as follows:
4. TITLE. Upon Lessee's acceptance of any Equipment under a Lease,title to the Equipment shall vest in Lessee."
C
(ii)Section 14 of the 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 of the Master Lease
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 all 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 s
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
the latest approved tax roll of Lessee with full allowance made for tax delinquencies and the cost of tax collection. So long as any
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part of Lessee's obligations under this Lease Schedule remain unfulfilled, Lessee represents, warrantsCnd ve at (a)
nothing in this Lease Schedule shall cause it to be deemed an "arbitrage bond" within the meaning establ a ion 14 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: ,20LZ--
CITY OF ROUND ROCK JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: By:
TitleW-, Title:Authorized Officer
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SCHEDULE A-1
Equipment Description COPY
Lease Schedule No.1000136745 dated SEPTEMBER 19,2012
The Equipment described below includes all attachments,additions,accessions,parts,repairs,improvements,
replacements and substitutions thereto.
Equipment Location: 221 East Main
Round Rock,TX 78664
Equipment Description: Various titled vehicles and equipment described as follows:
INV.#or
VENDOR DATE INV.AMNT DESCRIPTION VIN OR S/N
Caldwell
County
Chevrolet CR204676 $29,315.00 2012 Chevrolet Tahoe 1GNLC2E02CR204676
Philpott Motors 233481 $17,094.75 2011 Ford F150 1FTEX1CM3BFB59486
Philpott Motors 233453 $46,396.30 2012 F550 Ford Super Duty Cab PU 1FDOW5GT7CEB24040
Philpott Motors 233729 $28,018.60 2012 F250 Super Cab Pickup 1FD7X2A64CEB18192
Philpott Motors 233269 $18,103.55 2012 E250 Carog Van 1FTNE2EW9CDA31499
Philpott Motors 233268 $23,413.25 2012 Ford Edge 4x2 2FMDK3GC6CBA71439 I
Philpott Motors 233278 $25,525.87 2011 Ford Police Interceptor 2FABP7BV1BX173090
Philpott Motors 233273 $25,125.87 2011 Ford Police Interceptor 2FABP76V9BX173063
Philpott Motors 233943 $27,038.75 2013 AWD Police Explorer 1FM5K8AR8DGA34014
Philpott Motors 233267 $21,819.45 F250 Cab&Chassis 1FD7X2A62CEB18191 €
Jones Trailer
Co. 13453 $16,226.40 Chassis mount animal control unit Mounted on Ford F250
Professional 3018697-
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Turf Products 00
$19,929.66 Groundsmaster 328-d 2WD Serial#310000452
72 side dischard deck Serial#310000491
Siddons-Martin 2012 Pierce F550 Est. Cab Patrol t
Emergency Grp 25352 $140,000.00 Unit 1FDOX5HT9CEB59318
Ser.# '
RDO Equip. Co. E02152 $70,372.01 2012 JD 310SJ Backhoe Loader 1T0310SJLBD214892
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2012 JD 310SJ24 24" Bucket Serial#1956336
Equipment Purchase Price $508,379.46
Less Unreimbursed Amount ($ 8,379.46)
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Net Amount Financed $500.000.00
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This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
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CITY OF ROUND ROCK JPMORGAN CHASE BANK, N.A.
(Lessee)
�/� (Lessor)
By: W , " ` By:
Title: G A Title:Authorized Officer
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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. 1000136745 Dated SEPTEMBER 19,2012
Accrual Date: SEPTEMBER 19,2012
Amount Financed: $500,000.00
Interest Rate: 1.200% per annum
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Rent Rent Rent Interest -Principal Principal Termination
Number Date Payment Portion Portion Balance Value
1 3/19/2013 $85,092.06 $3,000.00 —
$82 092.06 $4171907.94 $417,907.94
2 9/19/2013 $85,092.06 $2,507.45 $82,584.61 $335,323.33 $335,323.33
3 3/19/2014 $85,092.06 $2,011.94 $83,080.12 $252,243.21 $252,243.21
4 9/19/2014 $85,092.06 $1,513.46 $83,578.60 $168,664.61 $168,664.61
5 3/19/2015 $85,092.06 $1,011.99 $84,080.07 . $841584.54 $84,584.54
6 9/19/2015 $85,092.06 $507.52 $84,584.54 $0.00 $0.00
Total $510,552.36 $10,552.361 $500 000.00
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CITY OF ROUND ROCK JPMORGAN CHASE BANK. N.A. t`
(Lessee) (Lessor)
By: !' t By:
Title: Title:Authorized Officer
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CHASE W® COPY
VEHICLE SCHEDULE ADDENDUM
Dated As of: SEPTEMBER 19,2012
Lease Schedule No: 1000136745
Lessee: CITY OF ROUND ROCK
Reference 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 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 the Schedule,Lessor and Lessee hereby agree to j
amend the Schedule as follows:
I. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the
following provisions shall also apply to the Schedule:
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(a) Lessee shall furnish and permit only duly licensed,trained, safe and qualified drivers to operate any such unit of Equipment, {
and such drivers 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 law with
Lessor noted as lienholder and Lessee as owner. r
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) t'
By: By:
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Title: Title:Authorized Officer
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(RRTX 135360 08.23.2011)
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PREPAYMENT SCHEDULE ADDENDUM COPY
(Step Down Premium)
Dated As Of SEPTEMBER 19,2012
Lease Schedule No. 1000136745
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:
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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 Period"),
Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a
"Prepayment Date") 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 b
prepayment premium equal to the product of the applicable Prepayment Percentage set forth below and the Principal f
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%. s
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2. The prepayment or early purchase option rights granted herein shall control 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 r
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 JPMORGAN CHASE BANK. N.A.
(Lessee) ,M (Lessor)
By: / ' 1 By:
Title. ��i''ll//!! 1� Title:Authorized Officer
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(prepay-muni-step down premium 12.06) Pagel
CHASEO COPY
TEXAS LEASE SCHEDULE ADDENDUM
(Local Government)
Dated: SEPTEMBER 19,2012
Lease Schedule No: 1000136745
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 terns defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule,
Lessor and Lessee agree as follows:
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NOW THEREFORE,solely for purposes of the Lease,Lessor and Lessee hereby agree as follows:
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1. DECLARATION OF PERSONAL PROPERTY FINANCING.
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(a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL CONSTITUTE i
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 Equipment 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 i
independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or architect certifies that the
Equipment is relocatable or transportable and will remain personal property. g
(c) Without limiting the generality of the representations in the Master Lease as it applies to the Lease, Lessee represents and
warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of Texas,including,without
limitation,all applicable public finance laws of the State of Texas.
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2. NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that: (a) unless otherwise agreed by Lessee in i
writing, Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease; (b) 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 g
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 supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease
remains unchanged and in full force and effect.
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IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first written above.
(RRTX 135360 08.12.201 I) Page 1 of 2
co.py . .
CITY OF ROUND ROCK JPMORGAN CHASE BANK N.A.
(Lessee) (Lessor)
By: /' 7 By.
Title: G 1 --- Title:Authorized Officer
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(RRTX 135360 08.12.2011) Page 2 of 2
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RESOLUTION NO. R-12-09-13-
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF
NEW LEASE SCHEDULE, SCHEDULE A-1, PAYMENT SCHEDULE, AND
OTHER RELATED INSTRUMENTS PERTAINING TO CURRENT
FINANCING, ALL RELATING TO THE EXISTING MASTER LEASE-
PURCHASE AGREEMENT EXECUTED ON SEPTEMBER 22, 2011; AND
DETERMINING OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, the City of Round Rock, Texas, as Lessee, entered into a Master Lease-Purchase
Agreement and Master Lease-Purchase Amendment on September 22, 2011 with JPMorgan Chase
Bank,N.A., as Lessor, and same are fully in force and effect; and
WHEREAS, the terms thereof allow for the addition of new lease schedules for the financing
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of additional equipment; and
WHEREAS, such* new lease schedules are now being added, and the principal*amount
expected to be financed is $500,000.00; and
WHEREAS, Lessee is a political subdivision of the State of Texas in which Lessee is located
(the "State"), and is duly organized and existing pursuant to the Constitution and laws of the State of
Texas; and f
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WHEREAS, pursuant to applicable law, the governing body of Lessee ("City Council") is
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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 new Schedule
A-1 "Equipment Description" to the Master Lease-Purchase Agreement in an amount not to exceed
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$500,000.00 (collectively the"Lease") with JPMorgan Chase Bank,N.A.; and
WHEREAS, the City Council hereby finds and determines that the execution of one or more
lease-purchase agreements in the principal amount not exceeding the amount stated above ("Principal
Amount") for the purpose of acquiring the Equipment ("Equipment") described specifically in the
257725/ikg
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agreements is appropriate and necessary to the functions and operations of Lessee, and that the
Equipment is essential for Lessee to perform its governmental functions; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable
legal bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into all documents amending the Lease with JPMorgan
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 Master Lease-Purchase Agreement and Master Lease-Purchase
Amendment entered into on September 22, 2011 with JPMorgan Chase Bank, N.A., as Lessor, and the F
City, as Lessee, is in full force and effect; and that new lease schedules are being added for the
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financing of additional equipment, and the principal amount expected to be financed is $500,000.00. }`
Section 2. That the Mayor ("Authorized Representative"), acting on behalf of Lessee, is
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hereby authorized to negotiate, enter into, execute, and deliver one or more equipment leases in
substantially the forms set forth in Exhibit A, attached hereto and incorporated herein. The Authorized
Representative, acting on behalf of Lessee, is hereby authorized to negotiate, enter into, execute, and q
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deliver such other documents relating to the equipment leases as the Authorized Representative deems
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necessary and appropriate. All other related contracts and agreements necessary and incidental to the
equipment leases are hereby authorized.
- - Section 3. That by a written instrument signed by the 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 4. That the aggregate original principal amount of the equipment leases shall not
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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.
COPY
Section 5. That the terms of the Lease are in the best interests of Lessee for the acquisition of
the Equipment.
Section 6. 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.
Section 7. That the Authorized Representative shall have the power to execute contracts on E
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 fl
evidenced by execution and delivery of the Lease. City Clerk 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 8. That this Resolution shall take effect immediately upon its adoption and approval.
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The City Council hereby finds and declares that written notice of the date, hour, place and
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subject of the meeting at which this Resolution was adopted was posted and that such meeting was
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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. `
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RESOLVED this 13th day of September, 2012.
- ALAN MCGRAW, Mayor
City of Round Rock, Texas }
COPY
ATTEST:
SARA L. WHITE, City Clerk
The City Clerk 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. a
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Sara L. White, City Clerk
Date Signed:
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CERTIFICATE OF AUTHORIZATION&INCUMBENCY
Lease Schedule No: 1000136745
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, I 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:(1)that attached hereto as Exhibit 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 k
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 as set forth in Exhibit A are in full force and effect on the date of this Certificate and have not been modified or rescinded.
I further certify that the 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 or her name:
(Please type or print)
Name Title Signature
Name Title Signature
:
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 Certificate.
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Signature of Secretary/Cferk of Lessee
Print Name: 26` V l L . W
Official Title: 6 AAL
Date: -(/!/1,C�i1� �j-20 2, `
Attachment. Exhibit A.true and complete copy of the original authorizing resolution/minutes
Sheets & Crossfield, P.c. COPY
ATTORNEYS AT LAW
309 East Main Street.Round Rock,TX 78664-5246
Phone 512-255-8877.fax 512-255-8986
mm.sheets-crossfield.com
September 19, 2012
Lessee: City of Round Rock, Texas
Lessor: JPMorgan Chase Bank,N.A.
Re: Lease Schedule No. 1000136745 dated September 19, 2012, 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
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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 It
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.
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Based upon the examination of such documents, it is my opinion that: r
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.
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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.
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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 Y
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). '
257723ok-g
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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.
Very r ly you s,
Step L. Sheets, u
City Attorney
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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 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 executed documentation package.
If you want JPMorgan Chase Bank to file the form, please include the completed and
executed form with your executed documents.
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Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) 10,Under Internal Revenue Code section 149(e)
lo-See separate instructions. J00o.P545-0Y72
Department of the Treasury
Internal Revenue Service Caution:if the issue price is under$100,000,use Form 8038-GC.
Reporting Authority If Amended Return,check here No-
Issuer's name 2 Issuer's employer Identification number(EIN)
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
6 City,town,or post office,state,and ZIP code7 Date of issue S `
8 Name of issue 9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
Instructions) employee shown on 10a
Type of Issue (enter the issue price).See the instructions and attach schedule.
11 Education. . . . . . . . . . . . . . . . . . . . . . . . . . i 1
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . 12
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13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . .
14
15 Environment(including sewage bonds) . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . 16 I
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
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18 Other.Describe ► 18
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . ► ❑ .'
If obligations are BANS,check only box 19b . . . . . . . . . . . . ► ❑
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑
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Description of Obligations. Complete for the entire issue for which this form is being filed.
a Final matu (c)Stated redemption (d)Wei Weighted
date (b)Issue price (e)Yield
price at maturity average maturity
21i.
$ $ earsF3 Mm % E`
Uses of Proceeds of Bond Issue (including underwriters'discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23
24 Proceeds used for bond issuance costs(including underwriters'discount). 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . . . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . 29�
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30
• Description of Refunded Bonds.Complete this part only for refunding bonds.
31 •nter the remaining weighted average maturity of the bonds to be currently refunded . . . . 10-
32
32 Enterthe remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) . . . . . . 0-
34
34 Enter the dates)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.637735 Form 8038-G(Rev.9-2011)
t
Form 8038-G(Rev.9-2011) rn
Miscellaneous Pa2
\.J OP I
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC 10-
c
c Enter the name of the GIC provider 0--
37
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37._
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation 10-
c
c Enter the EIN of the issuer of the master pool obligation►
d Enter the name of the issuer of the master pool.obligation 10-
39
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . , . , ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider 0-
c
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . 0-
❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated t
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑ s
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intent was adopted IN-
Under
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge t
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and process this return,to the person that I have authorized above.
Consent f
'Signature of issuer's authorized representative Date 'Type or print name and title �
Paid
Print/Type preparer's name Preparer's signature Date PTIN
Check ❑ if
Preparer self-employed
Use Only Firm's name ► Firm's EIN ►
Firm's address ► Phone no. E
Form 8038-G(Rev.9-2011)
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Instructions for Form Departent fthPer
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8038-G Interna fc
(Rev. September 2011 )
Information Return for Tax-Exempt Governmental Obligations
Section references are to the Internal indenture or other bond documents.See Rounding to Whole Dollars
Revenue Code unless otherwise noted. Where To File next. You may show amounts on this return as
whole dollars.To do so,drop amounts
General Instructions Where To File
less than 50 cents and increase amounts
Purpose of Form File Form 8038-G,and any attachments, from 50 cents through 99 cents to the
Form 8038-G is used by issuers of with the Department of the Treasury, next higher dollar.
tax-exempt governmental obligations to Internal Revenue Service Center,Ogden,
LIT 84201. Questions on Filing Form
provide the IRS with the information 8038-G
required by section 149(e)and to monitor Private delivery services. You can use For specific questions on how to file Form
the requirements of sections 141 through certain private delivery services 8038-G send an email to the IRS at
150. designated by the IRS to meet the"timely TaxExemptBondQuestionsQirs.gov
Who Must File mailing as timely filing/paying"rule for tax and put"Form 8038-G Question"in the
returns and payments.These private subject line. In the email include a
delivery services include only the descri ti
IF the issue price THEN,for tax-exempt followin p on of your question,a return
(line 21,column(b)) governmental . DHL Express(DHL):DHL Same Day email address,the name of a contact
is... obligations issued Service. person, and a telephone number.
after December 31, . Federal Ex ress FedEx : FedEx Definitions
1986,issuers must p ( )
file... Priority Overnight, FedEx Standard
Overnight, FedEx 2pay, FedEx Tax-exempt obligation. This is any e
$100,000 or more A separate Form International Priority,and FedEx obligation, including a bond,installment
purchase agreement,or financial lease,
8038-G for each issue International First.
• United Parcel Service(UPS): UPS Next on which the interest is excluded from
Less than$100,000 Form 8038 GC, income under section 103.
Information Return for Day Air, UPS Next Day Air Saver, UPS Tax-exempt governmental obligation.
l
Small Tax-Exempt 2nd Day Air, UPS 2nd Day Air A.M., UPS A tax-exempt t bli obligation that is not aeon. I
Governmental Bond Worldwide Express Plus,and UPS p 9
Issues,Leases,and Worldwide Express. private activity bond(see below)is a
Installment Sales The private delivery service can tell tax-exempt governmental obligation.Thisincludes a bond issued by a qualified 'I
you how to get written proof of the mailing volunteer fire department under section
® e For all build America bonds and date. 150 O•
recovery zone economic Private activity bond. This includes an
development bonds use Form Other Forms That May Be obligation issued as part of an issue in I'
8038-B, Information Return for Build Required which:
America Bonds and Recovery Zone For rebating arbitrage(or paying a • More than 10%of the proceeds are to
Economic Development Bonds. For tax penalty in lieu of arbitrage rebate)to the be used for any private activity business
credit bonds and specified tax credit Federal government, use Form 8038-T, use, and
bonds use Form 8038-TC, Information Arbitrage Rebate,Yield Reduction and • More than 10%of the payment of
Return for Tax Credit Bonds and Penalty in Lieu of Arbitrage Rebate. principal or interest of the issue is either
Specified Tax Credit Bonds. (a)secured by an interest in property to i-
For private activity bonds, use Form be used for a private business use(or
When To File 8038, Information Return for Tax-Exempt payments for such property)or(b)to be
File Form 8038-G on or before the 15th Private Activity Bond Issues. derived from payments for property(or
day of the 2nd calendar month after the borrowed money) used for a private 3
close of the calendar quarter in which the For build America bonds(Direct Pay), business use.
bond is issued. Form 8038-G may not be build America bonds(Tax Credit),and It also includes a bond,the proceeds
filed before the issue date and must be recovery zone economic development of which(a)are to be used directly or
completed based on the facts as of the bonds,complete Form 8038-B,
Information Return for Build America indirectly to make or finance loans(other '
issue date. Bonds and Recovery Zone Economic than loans described in section 141(c)(2))
Late filing. An issuer may be granted an Development Bonds. to persons other than governmental units
extension of time to file Form 8038-G and(b)exceeds the lesser of 5%of the
under Section 3 of Rev. Proc.2002-48, For qualified forestry conservation proceeds or$5 million.
2002-37-I.B.B.-531, if it is determined that bonds,new clean renewable energy Issue price. The issue price of U
the failure to file timely is not due to willful bonds,qualified energy conservation obligations is generally determined under
neglect.Type or print at the top of the bonds, qualified zone academy bonds, Regulations section 1.148-1(b).Thus, '
form"Request for Relief under section 3 qualified school construction bonds,clean when issued for cash,the issue price is
of Rev. Proc.2002-48"and attach a letter renewable energy bonds, Midwestern tax the first price at which a substantial
explaining why Form 8038-G was not credit bonds,and all other qualified tax amount of the obligations are sold to the fi
submitted to the IRS on time.Also credit bonds(except build America public.To determine the issue price of an F`
indicate whether the bond issue in bonds),file Form 8038-TC, Information obligation issued for property,see
question is under examination by the IRS. Return for Tax Credit Bonds and sections 1273 and 1274 and the related
Do not submit copies of the trust Specified Tax Credit Bonds. regulations.
SPS gn_qm i ��..,
Issue. Generally, obligations are treated return for the same date of issue. If you exchanges the bonCrriter
tha are rt t
as part of the same issue if they are are filing to correct errors or change a issue for the unde (or t
issued by the same issuer, on the same previously filed return,check the purchaser's)funds. r
date,and in a single transaction,ora Amended Return box in the heading of installment sale, enter the date interest
series of related transactions. However, the form. starts to accrue in a MM/DD/YYYY
obligations issued during the same The amended return must provide all format.
calendar year(a)under a loan agreement the information reported on the original
under which amounts are to be advanced PLine 8. If there is no name of the issue,
information.Attach
periodically(a"draw-down loan")or(b) return, in addition to the new acorrected please provide other identification of the
reason for the amended return and write
with a term not exceeding 270 days,may explanation of the issue.
be treated as part of the same issue if the across the top,"Amended Return Line 9. Enter the CUSIP(Committee on
obligations are equally and ratably Explanation."Failure to attach an Uniform Securities Identification
secured under a single indenture or loan explanation may result in a delay in Procedures)number of the bond with the
agreement and are issued under a
common financing arrangement(for processing the form. latest maturity. If the issue does not have example, under the same official Line 1. The issuers name is the
name of a CUSIP number,write"None."
statement periodically updated to reflect the entity issuing the obligations,not the Line 10a. Enter the name and title of the
changing factual circumstances).Also,for name of the entity receiving the benefit of officer or other employee of the issuer
obligations issued under a draw-down the financing. For a lease or installment whom the IRS may call for more
loan that meet the requirements of the sale,the issuer is the lessee or the information. If the issuer wishes to
preceding sentence,obligations issued purchaser. designate a person other than an officer
during different calendar years may be Line 2. An issuer that does not have an or other employee of the issuer(including
treated as part of the same issue if all of employer identification number(EIN) a legal representative or paid preparer) !
the amounts to be advanced under the should apply for one on Form SS-4, whom the IRS may call for more
draw-down loan are reasonably expected Application for Employer Identification information about the return,enter the
to be advanced within 3 years of the date Number.You can get this form on the IRS name,title,and telephone number of
of issue of the first obligation. Likewise, website at IRS.gov or by calling such person on lines 3a and 3b.
obligations(other than private activity 1-800-TAX-FORM(1-800-829-3676).You
bonds)issued under a single agreement may receive an EIN by telephone by Complete lines 10a and 10b even
that is in the form of a lease or installment following the instructions for Form SS-4. 11
if you complete lines 3a and 3b.
sale may be treated as part of the same Line 3a. If the issuer wishes to authorize If
issue if all of the property covered by that a person other than an officer or other Part II—Type of Issue
agreement is reasonablyexpected to be employee of the issuer(including a legal
delivered within 3 years of the date of
issue of the first obligation. representative or paid preparer)to Elections referred to in Part 11 are
communicate with the IRS and whom the 1 made on the original bond
Arbitrage rebate. Generally, interest on IRS may contact about this return documents, not on this form. i
a state or local bond is not tax-exempt (including in writing or by telephone),
unless the issuer of the bond rebates to enter the name of such person here.The Identify the type of obligations issued `
the United States arbitrage profits earned person listed in line 3a must be an by entering the corresponding issue price
from investing proceeds of the bond in individual. Do not enter the name and title (see Issue price under Definitions earlier). '
higher yielding nonpurpose investments. of an officer or other employee of the Attach a schedule listing names and EINs
See section 148(f). issuer hereuse line 10a for that
( of organizations that are to use proceeds
Construction issue. This is an issue of purpose). of these obligations, if different from those
tax-exempt bonds that meets both of the Note. By authorizing a person other than of the issuer, include a brief summary of
following conditions: an authorized officer or other employee of the use and indicate whether or not such
1. At least 75%of the available the issuer to communicate with the IRS user is a governmental or
construction proceeds are to be used for and whom the IRS may contact about this nongovernmental entity. i
construction expenditures with respect to return,the issuer authorizes the IRS to Line 18. Enter a description of the issue
property to be owned by a governmental communicate directly with the individual in the space provided.
unit or a section 501(c)(3)organization, entered on line 3a and consents to
and disclose the issuer's return information to Line 19. If the obligations are short-term
2. All the bonds that are part of the that individual,as necessary,to process tax anticipation notes or warrants(TANs)
issue are qualified 501(c)(3)bonds, this return. or short-term revenue anticipation notes
bonds that are not private activity bonds, Lines 4 and 6. If you listed an individual or warrants(RANs),check box 19a. If the
or private activity bonds issued to finance on line 3a to communicate with the IRS obligations are short-term bond
property to be owned by a governmental and whom the IRS may contact about this anticipation notes(BANs),issued with the
unit or a section 501(c)(3)organization. return,enter the number and street(or expectation that they will be refunded with
proceeds of long-term bonds at some
In lieu of rebating an arbitrage that P.O. box if mail is not delivered to street
the I
y g address),city,town,or post office,state, future date,check box 19b. Do not check ,
may be owed to the United States,the make and ZIP code of that person.Otherstat , both boxes.
an iissurrevocable able el cti nr of a nto issue a a may
penalty. enter the issuer's number and street(or Line 20. Check this box if property other a.
The penalty is equal to 11/2%of the y P.O.box if mail is not delivered to street than cash is exchanged for the obligation,
, y,town,or post office,sate, for example,ac
amount of construction proceeds that do address) cittotffitacquiring a P q 9 Police car, a fire
not meet certain spending requirements. and ZIP code. truck,or telephone equipment through a
See section 148(f)(4)(C)and the Note. The address entered on lines 4 series of monthly payments. (This type of
Instructions for Form 8038-T. and 6 is the address the IRS will use for obligation is sometimes referred to as a
all written communications regarding the "municipal lease.")Also check this box if
Specific Instructions processing of this return, including any real property is directly acquired in
notices. exchange for an obligation to make
Part I—Re ortin Authority periodic payments of interest and
p 9 y Line 5. This line is for IRS use only. Do principal. Do not check this box if the
Amended return. An issuer may file an not make any entries in this box. proceeds of the obligation are received in
amended return to change or add to the Line 7. The date of issue is generally the the form of.cash,even if the term"lease"
information reported on a previously filed date on which the issuer physically is used in the title of the issue.
F
Part III—Description of principal, interest,or call premium on any the conditions of th priv0anstfal
Obligations other issue of bonds after 90 days of the tests or the private an ftodate of issue, including proceeds that will be met,then such i u issue
Line maturity
For column(a),the final be used to fund an escrow account for of private activity bon s.Regulations
maturity date is the last date the issuer this purpose. section 1.141-2(d)(3)defines a deliberate
must redeem the entire issue. action as any action taken by the issuer
rice under
For column(b), see Issue part V—Description Of
( ) P Refunded Bonds that is within its control regardless of
Definitions earlier. whether there is intent to violate such
For column(c),the stated redemption Complete this part only if the bonds are to tests. Regulations section 1.141-12
price at maturity of the entire issue is the be used to refund a prior issue of explains the conditions to taking remedial
sum of the stated redemption prices at tax-exempt bonds. For a lease or action that prevent an action that causes
maturity of each bond issued as part of installment sale,write"N/A"in the space an issue to meet the private business
the issue. For a lease or installment sale, to the right of the title for Part V. tests or private loan financing test from
write"N/A"in column(c). Lines 31 and 32. The remaining being treated as a deliberate action.
For column(d),the weighted average weighted average maturity is determined Check the box if the issuer has
maturity is the sum of the products of the without regard to the refunding.The established written procedures to ensure
issue price of each maturity and the weighted average maturity is determined timely remedial action for all nonqualified
number of years to maturity(determined in the same manner as on line 21,column bonds according to Regulations section !
separately for each maturity and by taking (d). 1.141-12 or other remedial actions
into account mandatory redemptions), Line 34. If more than a single issue of authorized by the Commissioner under
divided by the issue price of the entire bonds will be refunded,enter the date of Regulations section 1.141-12(h). I
issue(from line 21,column(b)). For a issue of each issue. Enter the date in an Line 44. Check the box if the issuer has
lease or installment sale,enter instead MM/DD/YYYY format. established written procedures to monitor
the total number of years the lease or part VI—Miscellaneous compliance with the arbitrage,yield
installment sale will be outstanding. . restriction,and rebate requirements of x
For column(e),the yield,as defined in Line 35. An allocation of volume cap is section 148.
section 148(h),is the discount rate that, required if the nonqualified amount for the Line 45a. Check the box if some part of
when used to compute the present value issue is more than$15 million but is not the proceeds was used to reimburse
of all payments of principal and interest to more than the amount that would cause expenditures.Figure and then enter the
be paid on the obligation,produces an the issue to be private activity bonds. amount of proceeds that are used to
amount equal to the purchase price, Line 36. If any portion of the gross reimburse the issuer for amounts paid for
including accrued interest.See proceeds of the issue is or will be a.qualified purpose prior to the issuance
Regulations section 1.148-4 for specific invested in a guaranteed investment of the bonds.See Regulations section
rules to compute the yield on an issue. If contract(GIC),as defined in Regulations 1.150-2.
the issue is a variable rate issue,write section 1.148-1(b),enter the amount of Line 45b. An issuer must adopt an
"VR"as the yield of the issue.For other the gross proceeds so invested,as well official intent to reimburse itself for
than variable rate issues,carry the yield as the final maturity date of the GIC and preissuance expenditures within 60 days
out to four decimal places(for example, the name of the provider of such contract. after payment of the original expenditure r
5.3125%). If the issue is a lease or Line 37. Enter the amount of the unless excepted by Regulations section
installment sale,enter the effective rate of proceeds of this issue used to make a 1.150-2(f). Enter the date the official
interest being paid. loan to another governmental unit,the intent was adopted.See Regulations
Part IV—Uses of Proceeds of interest of which is tax-exempt. section 1.150-2(e)for more information r
Bond Issue
Line 38. If the issue is a loan of about official intent.
For a lease or installment sale,write"N/A" Proceeds from another tax-exempt issue, Signature and Consent t
in the space to the right of the title for Part check the box and enter the date of issue,
P g EIN, and name of issuer of the master An authorized representative of the issuer
IV. pool obligation. must sign Form 8038-G and any
Line 22. Enter the amount of proceeds Line obligation.
Check this box if the issue is a applicable certification.Also print the
that will be used to pay interest from the tion issue and an name and title of the person signing Form
construction irrevocable
date the bonds are dated to the date of election ti pay a penalty lieu of 8038-G.The authorized representative of
issue. or the issuer signing this form must have the
arbitrage rebate has been made f
Line 24. Enter the amount of the before the date the bonds were issued. authority to consent to the disclosure of
proceeds that will be used to a bond the issuer's return information,as
P pay The penalty is payable with a Form f
issuance costs, including fees for trustees 8038-T for each 6-month period after the necessary process this return,to the
and bond counsel. If no bond proceeds date the bonds are issued. Do not make person(s)thh at have been designated in
will be used to pay bond issuance costs, any payment of a Form 8038-G.
penalty ry in lieu of arbitrage
enter zero. Do not leave this line blank. rebate with this form. See Rev. Proc. Note. If the issuer in Part 1,lines 3a and p
Line 25. Enter the amount of the 92-22, 1992-1 C.B.736 for rules 3b authorizes the IRS to communicate
proceeds that will be used to pay fees for regarding the"election document." (including in writing and by telephone)
credit enhancement that are taken into Line 41 a. Check this box if the issuer with a person other than an officer or
account in determining the yield on the has identified a hedge on its books and other employee of the issuer,by signing
issue for purposes of section 148(h) (for records according to Regulations sections this form,the issuer's authorized
example,bond insurance premiums and 1,148-4(h)(2)(viii)and 1.148-4(h)(5)that representative consents to the disclosure
certain fees for letters of credit). permit an issuer of tax-exempt bonds to of the issuer's return information,as
Line 26. Enter the amount of proceeds identify a hedge for it to be included in necessary to process this return,to such
that will be allocated to such a fund. yield calculations for computing arbitrage. Person.
Line 27. Enter the amount of the Line 42. In determining if the issuer has Paid Preparer
proceeds that will be used to pay super-integrated a hedge,apply the rules If an authorized officer of the issuer filled
interest or call premium on an of Regulations section 1.148-4(h)(4). If
principal, � P Y 9 in this return,the paid preparer's space
other issue of bonds within 90 days of the the hedge is super-integrated,check the should remain blank.Anyone who
date of issue. box. prepares the return but does not charge
Line 28. Enter the amount of the Line 43. If the issuer takes a"deliberate the organization should not sign the
proceeds that will be used to pay action"after the issue date that causes return.Certain others who prepare the
-3-
return should not sign.For example,a the information.We need it to ensure that Learning about the I w or r., 1
regular,full-time employee of the issuer, you are complying with these laws. the form . . . . . . . . . . . .
such as a clerk,secretary,etc.,should You are not required to provide the Preparing,copying, hr.,3 n.
not sign. information requested on a form that is assembling,and sen g
Generally,anyone who is paid to subject to the Paperwork Reduction Act the form to the IRS . . . . ..
prepare a return must sign it and fill in the unless the form displays a valid OMB If you have comments concerning the
other blanks in the Paid Preparer Use control number. Books or records relating accuracy of these time estimates or
Only area of the return. to a form or its instructions must be suggestions for making this form simpler,
The paid preparer must: retained as long as their contents may we would be happy to hear from you.You
Sign the return in the space provided become material in the administration of can write to the Internal Revenue Service,
for the preparer's signature (a facsimile any Internal Revenue law.Generally,tax Tax Products Coordinating Committee,
signature is acceptable), returns and return information are SE:W:CAR:MP:T:M:S, 1111 Constitution
• Enter the preparer information,and confidential,as required by section 6103. Ave. NW, IR-6526,Washington,DC
• Give a copy of the return to the issuer. The time needed to complete and file 20224. Do not send the form to this
Paperwork Reduction Act Notice. Wethis form varies depending on individual office. Instead,see Where To File.
ask for the information on this form to circumstances.The estimated average
time is:
carry out the Internal Revenue laws of the
United States.You are required to give us j
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CHASE CF COPY
PROCEEDS DISBURSEMENT AUTHORIZATION
JPMORGAN CHASE BANK,N.A.
1111 Polaris Parkway,Suite A3(OH 1-1085)
Columbus,OH 43240
Date:SEPTEMBER 19,2012
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Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below
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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 #1000136745 dated
SEPTEMBER 19,2012
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I hereby instruct you and authorize you to disburse$500,000.00 to the account number(s)as specified below:
a
Payee#1
Wire:
Name of Bank: g
ABA No.:
Account Number:
Account Name:
Amount: $500,000.00 '
Re: Tax Pledge SEPTEMBER 19,2012
OR Check:
Name of Vendor:
Address:
City/State/Zip
Re: Tax Pledge SEPTEMBER 19,2012
Amount: $500,000.00
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 f
documents. Lessor may rely and act on the instructions set forth.herein and shall not be responsible for the use or application of the
funds,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.
IN WITNESS WHEREOF,the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year
1
first above written.
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CITY OF ROUND ROCK
(Lessee)
By:
Title: Q�
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Page 1 of I
COPY
Please forward the invoices for the a ui ment. Your spreadsheet and payment
proofs have been received.
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• Title Copies — Please forward the copies of the title fronts and backs. This is to
verify the Vehicle Information Numbers and to ensue no liens are on the vehicles.
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CHASEO COPY
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.I also i
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 f
rental/installment payments unless otherwise instructed.
(PLEASE PRINT)
Customer Information: Financial Institution:
Name: CITY OF ROUND ROCK Name:
Address: 221 E.MAIN Address:
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City: ROUND ROCK city:
State: TX Zip:786645299 State: Zi
Account Type(check one) Checking F] Savings
Routing/ABA Number Account Number
(Please enclose a voided check)
Biller Information:
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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.)
1000136745 10001000 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
O P Y
THINGS YOU NEED TO KNOW ABOUT AUTOMATED BILL PAYM T
Q.How do I 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 I 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.
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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.If the payment due date falls on a weekend or holiday the payment will be deducted on the next business day.
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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 I 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? Y,
A.No. You are a valued customer and we offer this service free of charge.
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Q. If I've already signed up,must I complete the form again? `
A. Only if you are adding or changing the financial institution account and/or routing/ABA numbers.
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Q.How will I 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.
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CHASE !i
JPMORGAN CHASE BANK, N.A.
Mail Code OH1-1085
1111 Polaris Parkway, Suite 3-A
Columbus, OH 43240-2050
August 31, 2012
CITY OF ROUND ROCK
Attn: Purchasing Manager
221 East Main Street
Round Rock, TX 78664
Dear Ms. Becker:
Re: Lease Schedule #1000136745
Dear Ms. Becker:
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 August 31, 2012 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 for
Financial Reporting-These documents constitute the main agreement for this and future
Schedules. These documents were executed September 22, 2011 and are still in force and effect.
They are included for reference.
• 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 each form.
• Vehicle Schedule Addendum, Prepavment Schedule Addendum, and the Texas Lease
Schedule Addendum -These documents further define terms and conditions for this particular
schedule. Please have your Authorized Signer sign each form.
• Resolution and Declaration of Official Intent - Your governing board will need to review and
approve the financing. Please have your Secretary/Clerk of the board certify that the board has
met and approved the financing, and that the titles of the Authorized Signer(s) are correct.
Please include your Resolution or Board Minutes with your executed documents.
• Certificate of Authorization and Incumbency - Please have the Secretary/Clerk of the board
certify that the titles and specimen signatures of the Authorized Signer(s) are correct, as well as
the Resolution or Board Minutes.
• 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.
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• Proceeds Disbursement Authorization - Please complete the missing payment information,
sign and date, and provide the signer's title and signature where indicates.
• Invoice Conies — Please provide copies of the paid invoices.
• Title Applications — Please provide copies of the title applications indicating no lien holders are
attached to the vehicles. Your spreadsheet and payment proofs were received.
• 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 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 executed documentation package.
If you want JPMorgan Chase Bank to file the form, please include the completed and executed
form with your executed documents.
• Auto Debit Form — 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, including the original signed Opinion Letter, via over-night
delivery to JPMORGAN CHASE BANK, N.A., Mail Code OHI-1085, 1111 Polaris Parkway, Suite A3, Columbus,
OH 43240.
We ask the original signed lease documents be received at our Columbus office one full business day before
the anticipated funding date. If using UPS as your over-night service provider, please consider using our cost
center 03X 7W1
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 Street
Round Rock, TX 78664
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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 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. I'll be
happy to help you.
Sincerely,
X"V r�Ctl"
Mary Heubach
Senior Documentation Specialist
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LESSOR'S ORIGINAL v
ie CHASE a .� �
.MASTER LEASE-PURCHASE%AGREEMENT'
Dated As of: SEPTEMBER b,2011
Lessee: CITY OF ROUND ROCK'
This•Master Lease-Purchase.Agreement together with all addenda,riders and attachments.hereio,*1ihe same may from time to time'
be:amended,modified or supplemented.("Master LeaseI is made.and entered_ by and between JPMORGAN CHASE BANK,.N.k.
("Lessor•'):and the lessee identified above("Lessee").
I. LEASE OF EQUIPMENT:Subject.to the terms and conditions.of ibis Mastei Leise, Lessor agiees t6 lease to Lessee;died L.eiite&
agrees to lease from Lessor,all Equipment described in each Schedule s gned'froih iime:to time•by'Lesse6:and Lessor.
2. CERTAIN DEFINITIONS. All terms defined in the Leasc,are coitally applicable:to Both.tlie-:sifigulir 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 that each Seheduk,(except as:expressly.provided in said Schedule).incorporates by reference.all of the term's and
conditions of the Master Lease: (b)"Lease" meansrany one-Scbedule and this Master Lease as incorporated iitto.said Schedule..(c)
"Equipment" means the property described in each Schedule,.together. with all attachments, additions, accessions, parts, repairs-
improvements, replacements and substitutions thcceta. (d)'"Lied'.means any_security interest;lien,.mortgage,pledge, encumbrance,
judgmenl,:execution,attachment,warrant,writ,levy,other judicial process or claim.of any nature whatsoever by or of any person.
3. LEASE-TERM.The_term cWthe.lease of the.Equipment-described•in each Lease:("Cerise Term")cominences on the first date any
of s.ach Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease-aM;
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.Lem,
4. RENT PAYMENTS:
d.l For_each Lease;Lessee agrees to pay to Lessor thejent paytnetiw in Wh ainodhts;and dhhe tifnes as.st;t forth'in the
Payment'Schedule attached to the ("Rent'Paymeirts").Aportion of each'Rent Pityinent is paid as'Md represents tlie.payment
of interest-as set forth in the Payment Schedule. Lessee acknowledges thit its obligation fo.piy.Rent.Pkytrient's•including.interest
therein-.accruesas'of the Accntal.Date-stated in the Schedule or'its Payment SchWule;provided, thaf-no Refit Payment Is%due until
Lessee--accepts the;Equipment under the:Lease or the,parties.execute an escrow agi*mi:nt. Rent Payments will be payable for the
'Lease-Tenn'in.U.S.dollars,without.notice or demand at the:officc of Lessor(or such other place a's Le'ssor may designate:froin time to
time in writing),
4.2 It"Lessor,rece!vesYany payment from.Lessee later than ten (10).,days fr6m thc•due-date, Lesseeshall pay Lessor on
demand;as agate charge five per ecnt(5"/o).of such overdue amount;limited,howiva,to the irraximum•amount:allowed by law::
4.3-.EXCEPT AS SPEC[FICALL•V 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 SHALT. B.E,
X13SOAN
LUTE- D UNCONDITIONAL IN ALL*EVENTS AND SHALL NOT-BE SUBJECT TO, ANY SETOFF,.DEFENSE,
COUNTERCLAIM;ABATEMENT OR RECOUPMENT-FOR ANY REASON WHATSOEVER.
5. DELIVERY;ACCEPTANCE;FUNDIhTG,CONDITIONS:
i.I lessee.shall'arrange.for'the transportation, delivery and instiliation.of all Equipment to the location specifed in the,
Schedule.("Location")by Equipment suppliers("•Sapplieiv)selected by Lessee:[.essee shall pay all Wits related thereto.
.5.iLessce.shall accept.Equipment as soon as it has been delivered and is-opeisitional.L.essee•shali evidence its acceptrince:of
any Equipment by signing and delivering to Lessor the applicable'Schedule:If Lessee"sighs gird dclivtis a Schedule and if all Funding-
Conditions have been satisfied in full,then Lessor will pay or cause to W ' id the costs of such•Equionient as stated in the Schedule,
("Purchase,Price")to the applicable Supplier.
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isLESSORS ORIGINAL
5.3 Lessor shall have no obligation to. pay. any,Purchase'Priceibnless all.reasonable conditions established by Lessor
("Funding Conditions!)'have been satisfied, including, without,limitation, the:following: (aj.Lessee has signed and delivered the
Schedule and.its Payment Schedule;(b)no Evenrof Default shall have-occurred end 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 shal('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.Lessoes Liens);(f)All representations of
Lessee;in the Lease;reinaln-true;accurate-and complete; and(g)'Lgssor has.received-all of•ihe following documents,which shall be
reasonably satisfactory,in form and substance,to,Lessor:(l),'evidence•of insurance coverage required.by the Lease;(2)an opinion of
Lessee's counsel;(3)reasonably detailed.invoices for the.Equipment;(4)Uniform.Commercia!_Code;(UCCj financing statements;.(S).
copies of resolutions by Lessee's governing body authorising the Lease and'incumbtncycertifcates for thgpersons)who will sign the
Lease;(6)such documents and eertifcates relating to the tax-exempt fir►. . .- payable under the[.ease(includ.irtg,without;limitation,
!RS Form 8038E of 803.8GC)as Lessor may request;and•(7),such other documents,and_information previouuly.identified by lessor or
otherwise-reasodably,requested-by Lessor.
6.TERMINATION-FOR,GOVERN MENTAL NON;APPROPRIATIONS.
6.I For each Lease, Lessee represents:and warrants; that It Lias.appropriated and budgeted the necessary funds to make all
Rent.Paymentsrequired pursuant to such.Lea�e for the remainder of the .fiscal year in whichthe*Lease•Term commences;and that it
curientiy"intends to make.Rent Payments for.the full Lease Term as scheduled in the applicable;Payment Schedule if'furids ere
appropriated for the Rent.Payments:Weach succeeding.fi'seal year by its governing tiody.'Without contractually committing itself to
dog to 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 goveming body for such fifiscal year; provided,.that Lessee's governing body.
retains authority to approve or reject'any such budget request:Ail 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 iia Lease:
shall constitute a pledge Of either the:full.faith and credit of Lessee;or the taxing po_,wer oTLessee.
6 2 If Lesseei.90erning body farts to appropriate suffciencfunds�in any fiscsl year for Rent Payiperits or.other payments
duo under a Lease and if other funds are not legally appropriated-for such.payments; then..a 'Tlan-Appropriation Event shall be
Non-
de to Have occuirod. !f a Non-Appropriation,Bvent.otcurs, then; (aj,L_ess_ee shali.give Lessor immediate notice of such Non-
Appropriation Event and`provide written evidentx:of such failure by.Lessee's governing,body;�).on the Return Date; Lessee 'shall
rztuin to Lessor all,but.not less than.all,.of'ihe Equiptnent covened��ythe affected Lease,.%Lessee's-sole expense,in.accordance with
,Section 21 hereof;-and(c)the ntyected Lease shall terminate on the Return Date without.penalt' to Lessee,provided,that Lessee strati
Pay all Rcnt.Payrnents*and other amounts payable:under the affected.Lease,for which.funds.shall have Seen appropriated, provided
'fa thei,that.Lessee•shall pay month-to-month rent at the'rate set:forth in the of'eeted Lease for each month or-part thereof that Cessee
-fails'to return the Equipment-under this Section 6.2.."Return•Date"means the last.day,of the.Bscal year for which appropriations were
made foi•:the Rent Payments'due under a Lease.
7. LIMITATION ONr WARRANTIES, LESSOR MAKES NO` WARRANTY OR REPRESENTATION; EXPRESS' OR
IMPLIED,: AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT [IMITATION, AS TO THE
MERCHANTABILITY OR FITNESS FOR ANY-PARTICULAR PURPOSL OF'-ANY OF•THE EQUIPMENT OR AS TO
THE VALUE, DESIGN, CONDITION, USE, CAPACITY OW DURABILITY OF ANY OF THE.EQUIPMENT: For and
during:the Lease Term, Lessor hcrcby assigns-to.Lessee any:manufacturer's or Supplier's product warratuties;:express or implied;
applicable;to any Equipment and Lessor authorizes Lcssee••to obtain'the customary-services furriished in connceiioiu with such
wariarutres at.Lessee's sole expense: Lessee agrees that (a)-all Equipment,will have been purchased by r iri-accordance'with
Lessee's specificatio .from ns' Suppliers selecteUesso
d by Lessee,.(b) Lessor is not a manufa. ar or dealer-of any, Equipament and has'no
liability for the deliveryqr'installation.of.any Equipment, (c) Lessor.assumes no obligation.with respect to.any manufactuier's oc
Supplier's prodyet•warranties or guaranties,(d)no manufiicturtr or Supplier or;any.,representative:'of said parties is ari;hjenhof.Lessoi;
and.;(eYahy watr0fity;iepresekjtation..guaranty;or agreement made:by, env:manufacturer or Supplier or.any representative of said
Tones_shall-not be binding upon lessor.
8.TITLE;SECURITY INTEREST.
B:1 Upon-Lessee's acceptance of any Equipment under a Lease,title to.the Equipment shill vest in.Uessee,subject to Lessor's-
socurity interest therein and-alkgf.Lessoes other rights under such iAease including,without limitation,Seciiodns 6.20 iind,21 Hereof:
.8.2 As collateral:security for the'Secured_Obligations; Lessee heriby.grants to Lessor a firsi priority security interest in-any.
and all of the Equipment(now�existittg or hereafter acquired)and any and all proceeds thereof.Lessee egr"ees to'execute and delivetto i
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` L. ESSORS ORIGINAL
Lessor all.hecessaty.documents to evidence and perfect.such'security interest,including,without limitation.UCC.frnancing statements
.and any amendments thereto.
3.3"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
cbritin#nt,due or-to become due;or'existing or hertafter arising)of Lessee-Ader•all present and.ruture'Leases.
9.PERSONAL PROPERTY.All Equipment is and will remain personal property and will not be:deemed to be affixed or attiched,to
real:estate or any building thereon..
10.MAINTENANCE.AND OPERATION.Lessee:agrees ii4halLat.its-so]e expense:(a)repair and maintain all Equipment in.good.
condition.and workirig-ord&-and supply and install all rep lacerricaparts'or gtlscr devices when requirrd,ta so maintain the Egtttpmcnt
or when required by applicable law or regulation;which•parts.or devicos shall automatically become-par(.gf the Equipment;and fb)
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
agreementby a•party reasonably satisfactory to Lessor. No maintenance'or other service. for-any.Equipment will be provided by.
Lessor. Lessee-Mll oot,make any alterations,additions or improvements("improvements"),to any Equipment without Lessoes,.prioru
written dhhwnfunTess the Improvettients may be readily removed without damagejo the operation,value or utility of such Equipment.,
but.any such Improvement's not removed prior to the termination of the applicable LeW,shall automatically become part of the:
Equipment.
11:LOCATION; INSPECTION.Equipment•will-not be removed from,or if Equipmenfis rolling stock its permanent base will not,
bechanged from, the Location without Lessor's prior written.-consent which will not be unreasonably withheld. Upon reasonable..
noiice.to Lessee,LiMor may enter the Location or elsewhere during•normai business hours.to-inspect,the Equipment.
12.LIENS,,SUBLEASES AND TAXES::
12:1 Lessee shall:keep all Equioinerit 6vt:and clear of all Liens,'except those Liens created.under its.Lease:.l:essee:sliall not
subtet.oi lend airy:Egtiiprrient orpermit it to.be used by-anyone,other than Lessee or Lessee's.employees;
12.2 Lessee shall paywhen due ail Tares;which may.now.or hereafter be imposed:upon any Equipment or its ownership,
leasing;iental,sale,purchase,possession or use,•upon any Lemor 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.r.ght,but:not the.oblipHon,to pay such Taxes.If Lessor pays
:any such Taxes;,then Lessee shall,.upon demand,'immediately reimburse Lessor theret'or..'Taxeek means.present And future taxes,
levies;duties,,assessinents or other governmental charges that are not based on the,net.income of Lessor,Whetherthey are assessed io
'oc'payable by Lessee:or Lessor,including;without.limitation(a)sales,use,excise,.licensing.registration,Aitling,.grossnceipts,stamp
:and personal property takes,and(b)interest,penalties;or Fnes on any of the foregoing
'I3..RISK OF LOSS.
13:1 Lessee bears the entire risk of loss;theft,.damage or destrppdon-of.any Equipment in whole or- part from any reason
whatsoever ("Casualty-Loss")i-No Casualty, Loss to.any Equipment shall. relieve Lessee.from-the obligation io make any 1(6t
Payments or ib porfomi any other obligation under any Lease: Proceeds;of anyinsurance recovery will be applied to Lessee's
obligations 4ndcrthis,Secfion-l3.
132 We Catuilty'Loss occurs-to any Equipment;Lessee'.shail.immediately notify,'Lessor of.the same and Lessee shall,unless
othbrwise;direi ted-by.Lessor;immediately'repairthi;same. _
13:3,If Lessor determines that.ang item:of.Equipment has.suffered.a'Casualty Loss beyond repair`("Losi Equipment"); then
L'essee',.shall,eithdr (a)'imMediately'replace*the.Lost Equipment with.simllar equipment-in good repair;condition and working order
free and clear bf any Liens (except,Lewes Liens), in which event such replacement equipmentshail automatically be Equipment
under the applicable.,Lease; ind deliver to Lessor true and complete copies,of the invoice:or bill of sale.covering,the.rcplaeemerit
egiripment;;or(b);on earlier of 60 days after the.Casualty Loss.or.thgnext;scheduled Rent Payment date, pay Lessor(i)all`amounts
owed by Lessee irncicr 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 if the 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 ill'of the Equipment udder a Lease,then Lessor will
provide Lessee with the pro testa amount of the Rent Payment and Termination Value to be paid by Lessee with respect to'the Lost.
Equipment andA,revised-Payntent Schedule:
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ORS ORh
13.4;To the'extent not prohibited.by State law lessee shall:bear the risk of Goss for, shall pay directly, and shall defend
against any and all ctairns,liabilities,,proceedings,act; A's,,expensts.(including reasonable attorney's fee3),damages or losses arising
.under-'Or related to.�any Equipment, including,.but nor limited to, the:possession, ownership, lease,,use or operation thereof.'These
obligations of.Lessee shall,survive•any expiration or termination of any Lease. Lessee shalt not bear the risk of loss of,nor pay'for;
-any claims,•liabilities,proceedings, actions,-expenses(inc luding,attomgy's fees),damagts or:losses which arise directly from'events
occurring after any•Equipment has been.retumed 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 Lessor.
14.INSURANCE.
14.1 (a)Lessee at its;sole expense shall at-all tithes.keep all Eil4ipm6t insured against all Casualty Losses for an amount not:
less'than•the:Termination Value of the Equ.iprneni.Proceeds of anysuch;insurance covering damage or toss ofany Equipment shalt be;
payable.to.Lessor as loss payee.(li)Lessee at.its-sole expense shall at all times carry pubtic•liability.'and third party property'damage:
insurance-in amounts.reasonably satisfactoryto Lesspr:protecting[:essee and Lessor from liabilities for'injuries to.person's and.damage+
to property,of others relating in any way'to any Equipment. Proceeds cif any such public:liability or property insurance shall be-
payable,frrst.to.lAssor as additional insured to the extent of its liability,and Then to L6ssee..
14:2.Al! insurers shall be reasonably satisfactory to'Lessor.•Lessee shall promptly deliver to Lessor satisfactory evidence of
required insurahce coverage.and all renewals and replacements thereof Each-insurance policy will require thafthe•{irsurer give Lessor'
at Ie4t.30 days prior written•notice.of any canceliadon of'such policy and will require that L.essoes interest's reriiain insured regardlkss
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 maintainedby,Lessor.
.15..PREPAYMENT OPTION. dpon•thirty,(3Q)days prior wdttcn notice by Lessee to Lessor; and iso long as•there:is no. vent of
Default then existing,Lessee shall have;the option to:prepayment Lessee's obligationsunder a Lease:on any Rent Payment due:datc,6y
paying to.Leissor all.Rem.Payments then due{including accrued,interest,:if any)for such Lease phis the Tettnination Value amount set.
forth on the Payment,Schedu[e to.such Lease for_such date.Upon satisfaction by.Lessee ofsucti prepayment conditions, Lessor shall
•release;its•Lieri on soch.Equipmen' and.l;essee shalt retain its title to such Equiomeni_"AS-IS,,WHERE-1S';without representation or
warranty by Lessor,texpresssor implied;except farm representation that such Equipment'is free and clear of'any. Liens created by.
:Lessor.
,16.: LESSEE'S REPRESENTATIUPIS AND'WARRANTIES; With respect to each Lease and its Equipintnt; Lessee. hereby
represents and warrants.to .Lessor that: (a),Lessec,has fu!] power,,auihority.and 1*1 right to execute Wid deliver the Lease and to.
perform its obligations ander the.Lease,and all such actions have been duly authorized by•eppropriate findings and actions of Lessees
governing body;:(b)the!,ease has been:dufy execuied and'delivercil by t essee•a, d con`stittites a legal..valid and binding obligation of
Lessee,enforceable in accordance;with its terms;V)the Lease is authorized b,hd.. r,and'thd:authoriziWdii izecutioti and delivery of
the Lease complies with,all applicable federaistate and'loeal'laws'and regalad6ns(including,but not limited to,-all open meeting;
'public bidding;and.property acquisition laws) and;all.;applicable;yudginerits-and'court orders; (d)'the execution; delivery, and
perfbrmance:by_.LessKe-pr{ts•obligations under the Lease�will not resuli�{n a breach•or violiition of,aor.constitute a default uhdetjOy
.agreement,least or other instrument.to which Lessee-is a party or-by which Lessee's propeitie's.niaj+be botuid or affected;(e);there is
no pending, or to the.best of Lessee's knowledge threatened, litigation' of any'nature•which'pray have a ioaterial ddverso:effect on
Lessee's.ability to perform its der.thc e;and Leas (6Lessee i&' stale,or a political subdivislon'thereof;as'refeiind to in
obligations un
•Section 1.03 of the Code,and Lessee's obligation under the Lease constiWtes.en4nf6t+,ie 9 obligation issued on behalf of.a`state:or a
political subdivision thereof.
17 TAX COVENANTS: i:essee Hereby covenants and agrees that: (if Lessee shall'comply with all of'th6 requirerrtents'ofisection
149(a)'and Section1.49(c),of.the Code,.as•the same.may�beam�nded from timeio fl ne,'end such compliance alis!{include,but not be
limited to,executing and filing Internal Revenue Form 8038Gor•.8038GC,as ihe:case may be,arid.aiiy other infarriration.statements
reasonably regriested by.'Lessor, (b) Unice shall not do(or cause to be done)any act which will cause,or by omissiorr of•any rict
allow;any Lease to:be an"arbitrage bond"within the meaning of Section-148(a)of the Code dr-any Lease to be a"private'acdvity
bond"within the meaning;of Section 14-1(a)of the Code;and(c)Lessee shall not do•(orcauseto 15646ht)atry,'act which will cause,or
by;oriaission.of any,act allow; the.interest portion of any Rent Payments to_be or"bicome includable lir gross income for Federal
income-taxation purposes underthe Code.,
111'ASSIGNMENT, '
18.1.Lessee-shall not assign;transfer,pledge,'hypothecate,nor:grant any_ Lien=on,nor otherwise dispose of,.any,Lease or any
Equipment.or any qn q!tst in any Lease:or Equipment;
•Paj6A of
k
,
1,
182 Lessor tnay assign its rights,:title:and interest in and to any Lease.-or any Equipment,,andlor may grant or assign a
security interrst in any Lease and its Equipment, in,whole or in part, to any party at any'.tiine.-An y such assignee,or lienholder(an
"Assigiiee")shall have all bf the Lessor
rights:of under the.applicable Least.:LESSEE AGREES NOT TO-ASSERT AGAINST
ANY.ASS[GNEB .ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER
SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR.'Unless otherwiseagreed by Lessee'in writing,any
i4ch,assign-bent transaction shall not.release Lessor from any-of-Lesso?s obligations under the applicable Lease. An assignment or
kassignment of airy bf Lessor's right,title.or interest in a Lease.or its Equipment shall,be•enforceable-against Lessee:onlyafter-Lessee
receives a written hbtice-of assignment which disclbses the name and address of each'such Assignee;.proyide-d,that such notice from
Lessor to Lessee of any Msignmentshall riot be so required if Lessorassigns a Lease_to'JPMQRQAN CHASE,&CO.any of its•direct
or indiiici subsidiaries:Lessee shall keep a eompfete and accurate record of all such assignments in the foamneeessary.to comply with
Section 149(a).bf the Code and for such purpose: Lessee.hereby appoints Lessor (or Lessor's,designee):as the book entry and
registration:agent to keep a'complete arid:aceurate record of any and all assignments of,any Lease. Lessee agrees to.acknowledge_in
writing any such assighiments'ifso''requested.
:18i3.Eech:A"ss'rgnee ofa Lease hereby,=agrees-that:(a)the;term SecuredAliligations as used an Section 8;3 hereof Whereby;
imeaded.to include and'apply to ell obligations of Lessee under,the•Assigned Leases and'to Lesseeffider'
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 airy Equipment covered by..any No lease;.and (c):Assignee shall exercise its rights, benefits and
remedies.as the assigriee'ofLessor (including, without limitation, the remedies under Section 20 of the,.Master Lease) solely with
respectto the Assigned Leases. "Assigned Leases"'means only those...Leases.which have been-swigned-to a single,Assignee pursuant
to a writferi:agreemeii',and"Non-Asgigeed 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, execuiors;administrators;
successors and assigneof.the parties hereto.
19. EVENTS,'OF DEFAULT. For each Lease;."Event oftJ 6ult"means the occurrence of anyone or more of the'following evenfs
,&,tliey:inay relate::to such Lease:(a)Lesseeaails.to,make any Rent`Payment(or;any other payment)'as..it becomes due in accordance
accordance
terms'of.the.Lease,And any such failurt.continues.for ten{1't))'0ay3 after the,due date thereof;(b}t essee fails to,perfbftr&-
observi;any bf its obligations-under Sections 12.I; 14 or 18.1.hereof;'(c) Lessee fails to perform or observe apyother. covenant;
'condition or agreement to be performed:or;observed by it under the:Lease and%such Milure is:nof cured within thirty.•(30)day's after
.receipf of wr➢t'teri notice thereof by.Lessor, (d) any statement,.representation or warranty made by.Lessee in the Lease or in any
wrifing delivered by Lessee pursuant thereto or in connection therewith pmvesAt anytiine to.have beat false;niisleading or.erroneous
in:any material respect as of the;time when rade;-(e),Lessee•applies for or consents.to the appoi ibri�rtt of a receiver, tiustee;
conservator brliquidator of Lessee or.ofall dr-a.substantial part of its assets,or a petition for relief is Piled by Lessee under any,fedora!
.St state bankruptcy, insolvency br,similar law; oe a petition in q.
proceeding under any federal or state bankruptcy,.insolvciicy b`r
.sirttilar.law is frled.against Lessee rind;is'not dismissed within:sixty(b0}days thereafter; or(f) Lessee-shall bein;di:fault under'any
other L6se.:or undtf,"ai i'y other financing agreement.executed at any timelwith.L ssor:
'20.REMEDIES:if any Event-of Default occurs,,then,Lessor may,aria option,exercisefany one or mare of he:following remedies:
(Q-Ucssor may.'rrliuire Lessee to pay(and Lessee agrees that.it.shall ppiyall amounts Then currently due under all Leis6.aW.
;all remaining Rent.Payments due underoall Leases duringrthe fiscal.year in effect when the-Event of Default occurs toget}ier with
iatcrost'o6 such amounts at the rate of twelve percent(12%).per--annum(but-not to exceed the highest rale permitted by apptiealile
la'w)from the.date-of.Lessoes.,demand-for such payment;
(b)Lessoc.inay require:Lesseeito.promptlyretumall Equipment undeualtorany of the Leases•io Lessor in'the iiraniterset.
foith in Seetio6 2 t {arid.Lessee'agrees that it_shall so retum.the,Equipment),,or.`Lessor may, at its. .41.i,,enter upon the premises
where oy Egaipi ientis.located.and repossess'anyEquipment without dcmand or notice;without-any court-ordei of other Piocess.of
law end without liability for any damage occasioned by,such repossession;;
(c)L'essoe.may'stll,lease orotherwise:dispose of any Equipment under-atl.or anyofthe Leases,in whole or-in part;•in one or'
more public:o'r private:transeetions,.and if-Lessor so-disposes of any Equipment,.then,Lessorshail retain the entire procee&.df such
disposition liaee of-any claims of'Lessee, providtd, that if the net proceeds-of the disposition of'ali ilie Equipment exceeds the
applicable Termination Value of all tbe.Schedules plus amounts payable by,Lessee.under clause(a�above of'this Section aiid
under clause(t).bclow bf this-Section,then such excess amount-shall 4 remitgA by Lessor to,Lessee;'
(d)Lessor may tertninate,,cancel or rescind.any Lewq as to anyan&all Equipment;
(e) Lessor may-exercise'any other-right,remedy orpriviiege which may be available io Lessor under applicable law-or, by
appropriate court action at law or in equity,Lessor m4Y.piforce any of Lesscc's-obligations under"any Lohse;and/or
i
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LESSOR'S ORIGINAL il,
(t}Lessor may:nquirc lessee to pay(and Lessee agrcesOthat it shall pay)all out-of pocket costs and expenses incurred by
Lessor as a result (directly.or indirectly) of the Event of.Default and/or of Lessor's actions under this section, including; without
liinitation,'any attorney feekand'expenses and any costs related to the repossession, safekeeping, storage,repair; reconditioning oi•
disposition of any Equipment.
None;of-the.above remedies is,exelusive, but-each is cumulative and in addition to any, other remedy available to Lessor. Lessor's.
exercise*of one or morcremediis 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 defaali,nor shall any single or
partial eXercise'of any remedy ptrclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENt.if Lessor is entitledounder the provisions of any Lease, including any'terminaiion thereof pursuant:
to Sections b,ot•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 EquipMerivshallyest'in Lessor immediately upon Lessor's notice thereof to Lessee; and(ii).Lessie:
shall„at i1s:s6le'expense:and risk,•immediately de-install,:disassemble,,pack,crate,,insure:and'retum the.Equipment io Lessor all in'
aceordanee•with applicable industry standards),ot:flay location in.the-continental.United States selected byIessor: Such Equipment'
shall tie in the same condition.:as when received.by Lessee(reasonable wear,tear and depreciation resulting:from normal and propel
us&excepted),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 with all;applicable laws and regulations.Until Equipment is returned as requiredabove,
'all teiins of the applicable Lease.shall remain in full torce,and effe.ainciuding,withoutlimitation,obligations-W pay Rent Payments
and to insure the Equipment. Lessee agrees to execute.-and deliver.to Lessor all doeumen!"easonably requested bj Lessor to evidence
the transfer of legal.and benificial title-to such Equipment to Lessor and to evidence the termination of Lessee's iis'tcrest in such
Egdipinent.
22.LAW COVERNING..Each Least shall be governed bythe.laws of the state of where Lessee is located(the"Slate"j.
•23. NOTICES..AIt notices'to-be.given under any Lease shall be made in writing and either personally delivered•ormailed by'regular
•or:certifibd mail arsent by an overnight courier,delivery company to the other party at its address set_forth herein'or at'such address as
-the'0ohy may provide in writing'from time<to.time..Any such notices shall be deemed4p,have been teceivid five(5)days.subsequerif
to:iiiailirig.
24: FINANCIAL.INEORMATIQN..As soon as they are available after'their completion in each fiscal year of.Lessen duf ft an*
Leasa:'fe'rm,Lessee will deliver to Lessor upon Lessor's rcguest the.publicly.-availabk annual financial inforivation.of Lesiee.
125..SECTION HEADINGS.All section headings;contained'herein ar in any Schedule are for'converiierice_ ofneference only and do
AdVUrtne.of limit the scopeotany provision ofany,Lease.
:26:EXECUTION 1N'COUNTERPARTS.JEach*Schedule to this Master-Lease may be executed in ievai l.couriterparts,each of
which shall be deemed.an original,but all.of which;shall bedeq one-instrument.if more than one counterpart of each Scfiedule is
executed by'Lessee and Lessor,then orilyane may be,marked"Lessors Original"by Lessor.A•security mterest:in aay�Scliedtile tray
be created through transfer and possession-only of:tht,soleoriginal of said Schedule if.there is only one origirial;'or the eounierpart.
marked"I,essoi's t?riginal".if there are multiple counterparts,q said Schedule
27. ENTIRE. AGREEMENT;' WRITTEN'AMENDMENTS. Each Leasc, .together with the exhibits; schedules;arid addenda.
attached thereto and.made a part hereof and other-attachments thereto constitute the entire agreementbetween the parties.with 'respect
to the lease of the Equipment covered.thereby,..and.such Lease:shall,not be modified, amended,altered;.orchanged except with the
written consent of Lettm-and Lessor..Any provision of-any Lease found to.be prohibited by tow ihol be.ineffective_to the extent of
sdch prohibition without-.invalidating the.remainder.of the Leas;,
CITY OF ROUND ROCK JPMORGAN-CHASE BANK,NA:
(t:essee) (Lessor)
B
By: Y
Tiilei ' CxS� � 5 ��yOtr {�n=Ceram Title:Aatl2af OfF{cert
i
i
1
Page 6'of 6'
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LESSORS OR1GINAJ,
A
MASTER'LEASE-PURCHASE AMENDMENT
(Financial Reporting Modifications)
Dated: SEPTEMBER 22,101.1
Master Lease-Purchase•A&eement dated: SEPTEMBER 22.'2011
Lessee: CITY OF.ROUND ROCK
Reference is made to the above Maiter. Lease-Purchase Agreement together with.all previdus addenda ;amendments;
supplements.and modifications thereto(cdllcctivefy;the "Master Lease")by.aiid between JPMORGAN CHASE BANK,,
N.A. ("Lessor")and the above lessee("Lessee").This Amendment ainet&-dnd iiiodifics the terms and conditions-of the.
INastor.Lease.:and is hereby made�a'part of tho Master.Lease..Uatess•dtherwise defined herein,tapifi lined terins.defned in:
.the"MasterLease shall have the same meaniiggwheri used herein:
NOW,-THEREFORE,as,part of the Quiablc cbMideration'to induce the exceudoh-of Lease•ScWcdulds,:Lessor and Lessee
hereby agree to.amend the Master Lease as follows:
1. FINANCIAL- INFORMATION. In addition'Wall othei'requireinents df the Master Lease with respect to
delivery of financial informaiion,Lessee agrees to ileli'ver tb Lessor the:annual audited financial information for Lessee;no
later than 186 days after the end of'each fiscal year of Lessee:
2: GENERAL..-Except tis.ezpressly aniended-by.this.Am"Chdment Arid other modifications signed by lessor And
Lessee,.the Master Lease remains'unclianged and in full force:rind effect: The modificatipns ritttdc:pursuant to this
Amendment shall apply to all existing and-.ftiwm:Lcme.StHedules.under the Master Lease'.
IN WITNESS'WHEREOF,"theipaities heieto haviekecuted-diis Amendment as of the.date first referenced Agve.
CITY O FROUND RO JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By... T (�,�f D By�
,Title:La! t• 1r � ul�l�7�r� Title4;&"4Z
orifi " F 'e
(Financial Reporting-Masteriease:Amdt v1) j
i
CHASEO
LEASE SCHEDULE
Dated as of. SEPTEMBER 19,2012
Lease No.: 1000136745
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 defined 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 part hereof.
B. EQUIPMENT LOCATION: See Attached Schedule A-1
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 AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL
EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO
REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents 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 of performing its governmental or proprietary functions consistent with the
permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment.
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 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 8 of the Master Lease is modified to read in its entirety as follows:
"8. TITLE. Upon Lessee's acceptance of any Equipment under a Lease,title to the Equipment shall vest in Lessee."
(ii)Section 14 of the 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 of the Master Lease
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 all 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
the latest approved tax roll of Lessee with full allowance made for tax delinquencies and the cost of tax collection. So long as any
Page 1 of 2
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:
CITY OF ROUND ROCK JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: By:
G
Title: Title:Au ri"d Officer
i
Page 2 of 2
f
SCHEDULE A-1
Equipment Description
Lease Schedule No. 1000136745 dated SEPTEMBER 19, 2012
The Equipment described below includes all attachments, additions,accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location: 221 East Main
Round Rock,TX 78664
Equipment Description: Various titled vehicles and equipment described as follows:
INV.#or
VENDOR DATE INV.AMNT DESCRIPTION VIN OR S/N
Caldwell
County
Chevrolet CR204676 $29,315.00 2012 Chevrolet Tahoe 1GNLC2E02CR204676
Philpott Motors 233481 $17,094.75 2011 Ford F150 1FTEX1CM313FI359486
Philpott Motors 233453 $46,396.30 2012 F550 Ford Super Duty Cab PU 1FDOW5GT7CEB24040
Philpott Motors 233729 $28,018.60 2012 F250 Super Cab Pickup 1FD7X2A64CEB18192
Philpott Motors 233269 $18,103.55 2012 E250 Carog Van 1FTNE2EW9CDA31499
Philpott Motors 233268 $23,413.25 2012 Ford Edge 4x2 2FMDK3GC6CBA71439
Philpott Motors 233278 $25,525.87 2011 Ford Police Interceptor 2FABP7BV1BX173090
Philpott Motors 233273 $25,125.87 2011 Ford Police Interceptor 2FABP7BV9BX173063
Philpott Motors 233943 $27,038.75 2013 AWD Police Explorer 1FM5K8AR8DGA34014
Philpott Motors 233267 $21,819.45 F250 Cab&Chassis 1FD7X2A62CE618191
Jones Trailer
Co. 13453 $16,226.40 Chassis mount animal control unit Mounted on Ford F250
Professional 3018697-
Turf Products 00 $19,929.66 Groundsmaster 328-d 2WD Serial#310000452
72 side dischard deck Serial#310000491
Siddons-Martin 2012 Pierce F550 Est. Cab Patrol
Emergency Grp 25352 $140,000.00 Unit 1FDOX5HT9CEB59318
Ser.#
RDO Equip. Co. E02152 $70,372.01 2012 JD 310SJ Backhoe Loader 1T0310SJLBD214892
2012 JD 310SJ24 24" Bucket Serial#1956336
Equipment Purchase Price $508,379.46
Less Unreimbursed Amount ($ 8,379.46)
Net Amount Financed $500.000.00
(D
CD
a
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
i
i
i
SCHEDULE A-1
Equipment Description
Lease Schedule No.1000136745 dated SEPTEMBER 19,2012
The Equipment described below includes all attachments,additions,accessions,parts,repairs,improvements,
replacements and substitutions thereto.
Equipment Location: 221 Fast Main
Round Rock,TX 78664
Equipment Description: Various tilled vehicles and equipment described as follows:
INV.It or
VENDOR DATE INV.AM NT DESCRIPTION VIN OR S/N
Caldwell
County
Chevrolet CR204676 $29,315.00 2012 Chevrolet Tahoe 1GNJCJE02CR204676
Philpott Motors 233481 $17,094.75 2011 Ford F150 1FTEX1CM3BFB59486
Philpott Motors 233453 $46,396.30 2012 F550 Ford Super Duty Cab PU 1FDOW5GT7CEB24040
Philpott Motors 233729 $28,018.60 2012 F250 Super Cab Pickup 1FD7X2A64CEB18192
Philpott Motors 233269 $18,103.55 2012 E250 Carog Van 1FTNE2EW9CDA31499
Philpott Motors 233268 $23,413.25 2012 Ford Edge 4x2 2FMDK3GC6CBA71439
Philpott Motors 233278 $25,525.87 2011 Ford Police Interceptor 2FABP7BV1BX173090
Philpott Motors 233273 $25,125.87 2011 Ford Police Interceptor 2FABP7BV9BX173063
Philpott Motors 233943 $27,038.75 2013 AWD Police Explorer 1FM5K8AR8DGA34014
Philpott Motors 233267 $21,819.45 F250 Cab&Chassis 1FD7X2A62CEB18191
Jones Trailer
Co. 13453 $16,226.40 Chassis mount animal control unit Mounted on Ford F250
Professional 3018697-
Turf Products 00 $19,929.66 Groundsmaster 328-d 2WD Serial#310000452
72 side dischard deck Serial#310000491
Siddons-Martin 2012 Pierce F550 Est.Cab Patrol
Emergency Grp 25352 $140,000.00 Unit 1FDOX5HT9CEB59318
Ser.It
RDO Equip.Co. E02152 $70,372.01 2012 JD 3105) Backhoe Loader 1T0310SJLBD214892
2012 JD 310SJ24 24" Bucket Serial It 1956336
Equipment Purchase Price $508,379.46
Less Unreimbursed Amount ($ 8,379.46)
Net Amount Financed $500.000.00
m
a
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)
I
By: f� r t / --------- By:
G �
Title: Title:Auth d Officer
s
1
I
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. 1000136745 Dated SEPTEMBER 19, 2012
Accrual Date: SEPTEMBER 19, 2012
Amount Financed: $500,000.00
Interest Rate: 1.200% per annum
Rent Rent Rent Interest Principal Principal Termination
Number Date Payment Portion Portion Balance Value
1 3/19/2013 $85,092.06 $3,000.00 $82,092.06 $417,907.94 $417,907.94
2 9/19/2013 $85,092.06 $2,507.45 $82,584.61 $335,323.33 $335,323.33
3 3/19/2014 $85,092.06 $2,011.94 $83,080.12 $252,243.21 $252,243.21
4 9/19/2014 $85,092.06 $1,513.46 $83,578.60 $168,664.61 $168,664.61
5 3/19/2015 $85,092.06 $1,011.99 $84,080.07 $84,584.54 $84,584.54
6 9/19/2015 $85,092.06 $507.52 $84,584.54 $0.00 $0.00
Total $510,552.36 $10,552.36 $500,000.00
CITY OF ROUND ROCK JPMORGAN CHASE BANK, N.A.
(Lessee) (Lessor)
By: r By:
Title: H'►s�V► IV4.y\7Io/1'V� 4IGiuUf- Title:Aut orized Officer
CHASEO
VEHICLE SCHEDULE ADDENDUM
Dated As of: SEPTEMBER 19,2012
Lease Schedule No: 1000136745
Lessee: CITY OF ROUND ROCK
Reference 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 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 the Schedule, Lessor and Lessee hereby agree to
amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State 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 to operate any such unit of Equipment,
and such drivers 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 law with
Lessor noted as lienholder 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: 1 By:
Title: AJN/ Title:Authorized Officer
(RRTX 135360 08.23.2011)
3
PREPAYMENT SCHEDULE ADDENDUM
(Step Down Premium)
Dated As Of SEPTEMBER 19,2012
Lease Schedule No. 1000136745
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 Period"),
Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a
"Prepayment Date") 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 applicable 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 or early purchase option rights granted herein shall control 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 WHEREOF,the parties hereto have executed this Addendum as of the date first written above.
CITY OF ROUND ROCK JPMORGAN CHASE BANK, N.A.
(Lessee) (Lessor)
By: By:oi-n
/t�
c
Title: Title:Aut riled Officer
(prepay-muni-step down premium 12.06) Page 1
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CHASEO
TEXAS LEASE SCHEDULE ADDENDUM
(Local Government)
Dated: SEPTEMBER 19,2012
Lease Schedule No: 1000136745
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:
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 Equipment 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 relocatable 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 Lessor that the Lease complies with all applicable provisions of the laws of the State of 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 interests in the Lease or participation interests in the Lease; (b) 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 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 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.
(RRTX 135360 08.12.2011) Page 1 of 2
CITY OF ROUND ROCK JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: /L! By:
G
Title: d Title:Authorized Officer
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(RRTX 135360 08.12.2011) Page 2 of 2
RESOLUTION NO. R-12-09-13-
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF
NEW LEASE SCHEDULE, SCHEDULE A-1, PAYMENT SCHEDULE, AND
OTHER RELATED INSTRUMENTS PERTAINING TO CURRENT
FINANCING, ALL RELATING TO THE EXISTING MASTER LEASE-
PURCHASE AGREEMENT EXECUTED ON SEPTEMBER 22, 2011; AND
DETERMINING OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, the City of Round Rock, Texas, as Lessee, entered into a Master Lease-Purchase
Agreement and Master Lease-Purchase Amendment on September 22, 2011 with JPMorgan Chase
Bank,N.A., as Lessor, and same are fully in force and effect; and
WHEREAS, the terms thereof allow for the addition of new lease schedules for the financing
of additional equipment; and
WHEREAS, such new lease schedules are now being added, and the principal amount
expected to be financed is $500,000.00; and
WHEREAS, Lessee is a political subdivision of the State of Texas in which Lessee is located
(the "State"), and is duly organized and existing pursuant to the Constitution and laws of the State of
Texas; and
WHEREAS, pursuant to applicable law, the governing body of Lessee ("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 new Schedule
A-1 "Equipment Description" to the Master Lease-Purchase Agreement in an amount not to exceed
$500,000.00 (collectively the "Lease") with JPMorgan Chase Bank,N.A.; and
WHEREAS, the City Council hereby finds and determines that the execution of one or more
lease-purchase agreements in the principal amount not exceeding the amount stated above ("Principal
Amount") for the purpose of acquiring the Equipment ("Equipment") described specifically in the
257725/jkg
agreements is appropriate and necessary to the functions and operations of Lessee, and that the
Equipment is essential for Lessee to perform its governmental functions; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable
legal bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into all documents amending the Lease with JPMorgan
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 Master Lease-Purchase Agreement and Master Lease-Purchase
Amendment entered into on September 22, 2011 with JPMorgan Chase Bank, N.A., as Lessor, and the
City, as Lessee, is in full force and effect; and that new lease schedules are being added for the
financing of additional equipment, and the principal amount expected to be financed is $500,000.00.
Section 2. 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 forms set forth in Exhibit A, attached hereto and incorporated herein. The Authorized
Representative, acting on behalf of Lessee, is hereby authorized to negotiate, enter into, execute, and
deliver such other documents relating to the equipment leases 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 3. That by a written instrument signed by the 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 4. 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.
2
Section 5. That the terms of the Lease are in the best interests of Lessee for the acquisition of
the Equipment.
Section 6. 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.
Section 7. 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 Clerk 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 8. 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 13th day of September, 2012.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
3
RESOLVED this 13th day of September,2012.
ALAN MCGRAW, Mayor
City of Round Rock,Texas
ATTEST:
SARA L. WHITE, City Clerk
The City Clerk 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.
Sara L. White, City Jerk
Date Signed: C 132012
4
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RESOLUTION NO.R-11-10-06-11A1
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,
i
and
WHEREAS, the Issuer finds, considers, and declares that the reimbursement of the Issuer for
the payment of such expenditures will be appropriate and consistent with the lawful objectives of the
Issuer and, as such, chooses to declare its intention, in accordance with the provisions of Section
i
1.150-2 of the Treasury Regulations, to reimburse itself for such payments at such time as it issues
obligations to finance the Property,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
I.
That the Issuer reasonably expects to incur debt, as one or more separate series of various types
of obligations, with an aggregate maximum principal amount equal to $500,000.00 for the purpose of
paying the costs of the Property.
II.
That all costs to be reimbursed pursuant hereto will be capital expenditures. No tax-exempt
obligations will be issued by the Issuer in furtherance of this Resolution after a date which is later than
18 months after the later of(l) 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.
i
a\wdo.\SCCInu\0112\1104VAUNICIPAU00233737.DO hr
III.
The foregoing notwithstanding, no tax-exempt obligation will be issued pursuant to this
Resolution more than three years after the date any expenditure which is to be reimbursed is paid.
IV.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open 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 6th day of October,2011.
ALAN MCGRAW,Mayor
City of Round Rock,Texas
ATTEST:
&NK)--. CA,
SARA L.WHITE, City Secretary
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INV.#or
VENDOR DATE INV.AMNT DESCRIPTION VIN OR S/N
Caldwell County
Chevrolet CR204676 $29,315.00 2012 Chevrolet Tahoe 1GNLC2E02CR204676
Philpott Motors 233481 $17,094.75 2011 Ford F150 1FTEX1CM3BFB59486
Philpott Motors 233453 $46,396.30 2012 F550 Ford Super Duty Cab PL 1FDOW5GT7CEB24040
Philpott Motors 233729 $28,018.60 2012 F250 Super Cab Pickup 1FD7X2A64CEB18192
Philpott Motors 233269 $18,103.55 2012 E250 Carog Van 1FTNE2EW9CDA31499
Philpott Motors 233268 $23,413.25 2012 Ford Edge 4x2 2FMDK3GC6CBA71439
Philpott Motors 233278 $25,525.87 2011 Ford Police Interceptor 2FABP7BV1BX173090
Philpott Motors 233273 $25,125.87 2011 Ford Police Interceptor 2FABP7BV9BX173063
Philpott Motors 233943 $27,038.75 2013 AWD Police Explorer 1FM5K8AR8DGA34014
Philpott Motors 233267 $21,819.45 F250 Cab&Chassis 1FD7X2A62CEB18191
Jones Trailer Co. 13453 $16,226.40 Chassis mount animal control unit Mounted on Ford F250
Professional Turf
Products 3018697-00 $19,929.66 Groundsmaster 328-d 2WD Serial#310000452
72 side dischard deck Serial#310000491
Siddons-Martin 2012 Pierce F550 Est.Cab Patrol
Emergency Grp 25352 $140,000.00 Unit 1FDOX5HT9CEB59318
RDO Equip. Co. E02152 $70,372.01 2012 JD 310SJ Backhoe Loader Ser.#1T0310SJLBD214892
2012 JD 310SJ24 24" Bucket Serial# 1956336
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CHASEO
CERTIFICATE OF AUTHORIZATION& INCUMBENCY
Lease Schedule No: 1000136745
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, I 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 Exhibit 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 as set forth in Exhibit A are in full force and effect on the date of this Certificate and have not been modified or rescinded.
I further certify that the 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 or her name:
(Please type or print)
Name Title nature
Name Title Signature
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 Certificate.
R ohu—
Signature of Secretary/Clerk of Lessee
Print Name: Al L L . � AI ly
Official Title: L
Date:
Attachment:Exhibit A,true and complete copy of the original authorizing resolution/minutes
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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
September 19, 2012
Lessee: City of Round Rock, Texas
Lessor: JPMorgan Chase Bank,N.A.
Re: Lease Schedule No. 1000136745 dated September 19, 2012, 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
i
Sir/Madam:
6
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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.
K
Based upon the examination of such documents, it is my opinion that: t
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 g
contemplated thereby. f
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. €
e
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).
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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.
i
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. x
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VeryYT ly you s,
Step L. Sheets,
City Attorney
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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 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 executed documentation package.
If you want JPMorgan Chase Bank to file the form, please include the completed and
executed form with your executed documents.
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Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720
IN-See separate instructions.
Department of the Treasury P
Internal Revenue Service Caution:If the issue rice is under$100,000,use Form 8038-GC.
Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
CITY OF ROUND ROCK 74-6017485
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
Barry Becker 518-218-5457
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
221 E.Main Street 3
6 City,town,or post office,state,and ZIP code 7 Date of issue
Round Rock,TX 78664-5399 9-21.2012
8 Name of issue 9 CUSIP number
Master Lease Agreement Lease Schedule No.1000136745
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
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9
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Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . 14 500,000 00
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe ► 18
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . . ► ❑
If obligations are BANS,check only box 19b . . . . . . . . . . . . . . . . ► ❑
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑
EM 3 Description of Obligations.Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted
price at maturity average maturity (e)Yield
21 9-21-2015 500,000.00 510,552.34 3 years 1.2 %
Uses of Proceeds of Bond Issue(including underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . . 23
24 Proceeds used for bond issuance costs(including underwriters'discount). 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . . . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . 30
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► N/A years i
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYY`) . . . . . . ► N/A
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
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Form 8038-G(Rev.9-2011) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) $37
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . .b Enter the final maturity date of the GIC 10,c Enter the name of the GIC
provider►37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . i
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation IN-
C
c Enter the EIN of the issuer of the master pool obligation 10-
d
d Enter the name of the issuer of the master pool obligation Do-
39
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► ❑ I
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . No. ❑ '
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41a If the issuer has identified a hedge,check here► ❑ and enter the following information: j
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b Name of hedge provider► 1
c Type of hedge►
d Term of hedge 0-
42
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . ► #6
b Enter the date the official intent was adopted►
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Underenalties of
p perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,t true,correct, nd complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and Process thi ret a perso that I have au rued above.
Consent • 12
'Signature of issuer's authorized representative Date 'Type or print name and title
Paid
Print/"Type
F] if
Type preparer's name Preparer's signature Date PTIN
Preparer self-employed
Use Only Firm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-6(Rev.9-2011)
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Instructions for Form Department of the Treasury
Internal Revenue Service
8038-G
(Rev. September 2011 ) ;
Information Return for Tax-Exempt Governmental Obligations
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Section references are to the Internal indenture or other bond documents. See Rounding to Whole Dollars
Revenue Code unless otherwise noted. Where To File next. You may show amounts on this return as
General Instructions Where To File whole dollars.To do so,drop amounts
less than 50 cents and increase amounts
Purpose of Form File Form 8038-G, and any attachments, from 50 cents through 99 cents to the
Form 8038-G is used by issuers of with the Department of the Treasury, next higher dollar.
Internal Revenue Service Center, Ogden,
tax-exempt governmental obligations to UT 84201. Questions on Filing Form
provide the IRS with the information 8038-G
required by section 149(e)and to monitor Private delivery services. You can use For specific questions on how to file Form
the requirements of sections 141 through certain private delivery services 8038-G send an email to the IRS at
150. designated by the IRS to meet the"timely TaxExemptBondQuestionsQirs.gov
Who Must File mailing as timely filing/paying"rule for tax and put"Form 8038-G Question"in the
returns and payments.These private subject line. In the email include a
delivery services include only the description of your question, a return
IF the issue price THEN,for tax-exempt following: email address,the name of a contact s
(line 21,column(b)) governmental • DHL Express(DHL): DHL Same Day person, and a telephone number.
is... obligations issued Service.
after December 31, • Federal Express(FedEx): FedEx Definitions
1986,issuers must
Priority Overnight, FedEx Standard
fy g Tax-exempt obligation. This is any
file...
Overnight, FedEx 2Day, FedEx obligation, including a bond, installment
$100,000 or more A separate Form International Priority, and FedEx purchase agreement, or financial lease,
8038-G for each issue International First. on which the interest is excluded from
Less than$100,000 Form 8038 GC,
• United Parcel Service(UPS): UPS Next income under section 103.
Day Air, UPS Next Day Air Saver, UPS €
Information Return for Tax-exempt governmental obligation.
2nd Day Air, UPS 2nd Day Air A.M., UPS
Small Tax-Exempt A tax-exempt obligation that is not a
Governmental Bond Worldwide Express Plus, and UPS private activity bond (see below)is a
Issues,Leases,and Worldwide Express. tax-exempt governmental obligation.This i
Installment Sales The private delivery service can tell includes a bond issued by a qualified
you how to get written proof of the mailing volunteer fire department under section
date. 150(e).
For all build America bonds and Private activity bond. This includes an
recovery zone economic hl
Other Forms That May Be obligation issued as art of an issue in
development bonds use Form 9 P
8038-B, Information Return for Build Required which:
America Bonds and Recovery Zone For rebating arbitrage(or paying a • More than 10%of the proceeds are to
Economic Development Bonds. For tax penalty in lieu of arbitrage rebate)to the be used for any private activity business
credit bonds and specified tax credit Federal government, use Form 8038-T, use, and
bonds use Form 8038-TC, Information Arbitrage Rebate, Yield Reduction and • More than 10%of the payment of
Return for Tax Credit Bonds and Penalty in Lieu of Arbitrage Rebate. principal or interest of the issue is either
Specified Tax Credit Bonds. (a)secured by an interest in property to
For private activity bonds, use Form be used for a private business use(or i
When To File 8038, Information Return for Tax-Exempt payments for such property)or(b)to be s
File Form 8038-G on or before the 15th Private Activity Bond Issues. derived from payments for property(or
day of the 2nd calendar month after the borrowed money) used for a private
close of the calendar quarter in which the For build America bonds(Direct Pay), business use.
build America bonds(Tax Credit), and
bond is issued. Form 8038-G may not be recovery zone economic development It also includes a bond,the proceeds
filed before the issue date and must be of which(a)are to be used directly or
completed based on the facts as of the bonds, complete Form 8038-B, indirectly to make or finance loans(other
issue date. Information Return for Build America than loans described in section 141(c)(2))
Bonds and Recovery Zone Economic to persons other than governmental units
Late filing. An issuer maybe granted an Development Bonds. (b exceeds the lesser of 5%of the
extension of time to file Form 8038-G and )
under Section 3 of Rev. Proc.2002-48, For qualified forestry conservation proceeds or$5 million.
2002-37 I.R.B. 531, if it is determined that bonds, new clean renewable energy Issue price. The issue price of
the failure to file timely is not due to willful bonds, qualified energy conservation obligations is generally determined under
neglect.Type or print at the top of the bonds, qualified zone academy bonds, Regulations section 1.148-1(b).Thus,
form"Request for Relief under section 3 qualified school construction bonds,clean when issued for cash,the issue price is
of Rev. Proc.2002-48"and attach a letter renewable energy bonds, Midwestern tax the first price at which a substantial
explaining why Form 8038-G was not credit bonds, and all other qualified tax amount of the obligations are sold to the f
submitted to the IRS on time. Also credit bonds(except build America public.To determine the issue price of an
indicate whether the bond issue in bonds),file Form 8038-TC, Information obligation issued for property, see
question is under examination by the IRS. Return for Tax Credit Bonds and sections 1273 and 1274 and the related
Do not submit copies of the trust Specified Tax Credit Bonds. regulations.
F
Sep 20,2011 Cat.No.63774D
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Issue. Generally, obligations are treated return for the same date of issue. If you exchanges the bonds that are part of the
as part of the same issue if they are are filing to correct errors or change a issue for the underwriter's(or other
issued by the same issuer,on the same previously filed return, check the purchaser's)funds. For a lease or
date, and in a single transaction, or a Amended Return box in the heading of installment sale, enter the date interest
series of related transactions. However, the form. starts to accrue in a MM/DD/YYYY
obligations issued during the same The amended return must provide all format.
calendar year(a)under a loan agreement the information reported on the original Line 8. If there is no name of the issue,
under which amounts are to be advanced return, in addition to the new or corrected
periodically(a"draw-down loan")or(b) please provide other identification of the
with a term not exceeding 270 days, may information. Attach explanation of the issue.
reason for the amended return and write
be treated as part of the same issue if the across the top, "Amended Return Line 9. Enter the CUSIP(Committee on
obligations are equally and ratably Explanation."Failure to attach an Uniform Securities Identification
secured under a single indenture or loan explanation may result in a delay in Procedures) number of the bond with the
agreement and are issued under a processing the form. latest maturity. If the issue does not have
common financing arrangement(for Line 1. The issuer's name is the name of a CUSIP number,write"None."
example, under the same official
statement periodically updated to reflect the entity issuing the obligations, not the Line 10a. Enter the name and title of the
changing factual circumstances).Also,for name of the entity receiving the benefit of officer or other employee of the issuer
obligations issued under a draw-down the financing. For a lease or installment whom the IRS may call for more
loan that meet the requirements of the sale,the issuer is the lessee or the information. If the issuer wishes to
preceding sentence, obligations issued purchaser. designate a person other than an officer
during different calendar years may be Line 2. An issuer that does not have an or other employee of the issuer(including
treated as part of the same issue if all of employer identification number(EIN) a legal representative or paid preparer)
the amounts to be advanced under the should apply for one on Form SS-4, whom the IRS may call for more
draw-down loan are reasonably expected Application for Employer Identification information about the return, enter the
to be advanced within 3 years of the date Number. You can get this form on the IRS name,title,and telephone number of
of issue of the first obligation. Likewise, website at IRS.gov or by calling such person on lines 3a and 3b.
obligations(other than private activity 1-800-TAX-FORM (1-800-829-3676).You Complete lines 10a and 10b even
bonds) issued under a single agreement may receive an EIN by telephone by if you complete lines 3a and 3b.
that is in the form of a lease or installment following the instructions for Form SS 4.
sale may be treated as part of the same Line 3a. If the issuer wishes to authorize
issue if all of the property covered by that a person other than an officer or other Part II—Type of Issue
agreement is reasonably expected to be employee of the issuer(including a legal yp
delivered within 3 years of the date of representative or paid preparer)to Elections referred to in Part Il are
issue of the first obligation. communicate with the IRS and whom the
made on the original bond
Arbitrage rebate. Generally, interest on IRS may contact about this return documents, not on this form.
a state or local bond is not tax-exempt (including in writing or by telephone),
unless the issuer of the bond rebates to enter the name of such person here.The Identify the type of obligations issued +
the United States arbitrage profits earned person listed in line 3a must be an by entering the corresponding issue price
from investing proceeds of the bond in individual. Do not enter the name and title (see Issue price under Definitions earlier).
higher yielding nonpurpose investments. of an officer or other employee of the Attach a schedule listing names and EINs
See section 148(f). issuer here(use line 10a for that of organizations that are to use proceeds
Construction issue. This is an issue of purpose). of these obligations, if different from those
tax-exempt bonds that meets both of the Note. By authorizing a person other than of the issuer, include a brief summary of
following conditions: an authorized officer or other employee of the use and indicate whether or not such
1. At least 75%of the available the issuer to communicate with the IRS user is a governmental or
construction proceeds are to be used for and whom the IRS may contact about this nongovernmental entity.
construction expenditures with respect to return,the issuer authorizes the IRS to Line 18. Enter a description of the issue
property to be owned by a governmental communicate directly with the individual in the space provided.
unit or a section 501(c)(3)organization, entered on line 3a and consents to
and disclose the issuer's return information to Line 19. If the obligations are short-term
2. All the bonds that are part of the that individual, as necessary,to process tax anticipation notes or warrants(TANs)
issue are qualified 501(c)(3)bonds, this return. or short-term revenue anticipation notes
P Y Lines 4 and 6. If you listed an individual or warrants RANs ,check box 19a. If the
bonds that are not private activity bonds, ( )
or private activity bonds issued to finance on line 3a to communicate with the IRS obligations are short-term bond j
property to be owned by a governmental and whom the IRS may contact about this anticipation notes(BANs), issued with the
unit or a section 501(c)(3)organization. return, enter the number and street(or expectation that they will be refunded with
P.O. box if mail is not delivered to street the proceeds of long-term bonds at some E
In lieu of rebating any arbitrage that address),city,town, or post office, state, future date,check box 19b. Do not check
may be owed to the United States,the both boxes.
issuer of a construction issue may make and ZIP code of that person. Otherwise,
an irrevocable election to pay a penalty. enter the issuer's number and street(or Line 20. Check this box if property other
The penalty is equal to 1 /z%of the P.O. box if mail is not delivered to street than cash is exchanged for the obligation, i
amount of construction proceeds that do address),city,town, or post office,state, for example,acquiring a police car, a fire
not meet certain spending requirements. and ZIP code. truck,or telephone equipment through a i
See section 148(f)(4)(C)and the Note. The address entered on lines 4 series of monthly payments. (This type of
Instructions for Form 8038-T. and 6 is the address the IRS will use for obligation is sometimes referred to as a
all written communications regarding the "municipal lease.")Also check this box if
S ecific Instructions processing of this return, including any real property is directly acquired in
p notices. exchange for an obligation to make
periodic payments of interest and
Part I—Reporting Authority p g y Line 5. This line is for IRS use only. Do principal. Do not check this box if the
Amended return. An issuer may file an not make any entries in this box. proceeds of the obligation are received in j
amended return to change or add to the Line 7. The date of issue is generally the the form of cash, even if the term"lease" q,
information reported on a previously filed date on which the issuer physically is used in the title of the issue.
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Part III—Description of principal, interest, or call premium on any the conditions of the private business
Obligations other issue of bonds after 90 days of the tests or the private loan financing test to
date of issue, including proceeds that will be met,then such issue is also an issue
Line 21. For column(a),the final be used to fund an escrow account for of private activity bonds. Regulations
maturity date is the last date the issuer this purpose. section 1.141-2(d)(3)defines a deliberate
must redeem the entire issue. action as any action taken by the issuer
For column(b), see Issue price under Part V—Description of that is within its control regardless of
Definitions earlier. Refunded Bonds whether there is intent to violate such
For column (c),the stated redemption Complete this part only if the bonds are to tests. Regulations section 1.141-12
price at maturity of the entire issue is the be used to refund a prior issue of explains the conditions to taking remedial
sum of the stated redemption prices at tax-exempt bonds. For a lease or action that prevent an action that causes
maturity of each bond issued as part of installment sale,write"N/A"in the space an issue to meet the private business
the issue. For a lease or installment sale, to the right of the title for Part V. tests or private loan financing test from
write"N/A"in column (c). Lines 31 and 32. The remaining being treated as a deliberate action.
weighted average maturity is determined Check the box if the issuer has
For column(d),the weighted average without regard to the refunding.The established written procedures to ensure
maturity is the sum of the products of the
issue price of each maturity and the g g y average weighted maturity is determined timely remedial action for all nonqualified
Re '
number of years to maturity(determined in the same manner as on line 21, column bonds according to Regulations section
separately for each maturity and by taking (d)' 1.141-12 or other remedial actions
authorized by the Commissioner under
into account mandatory redemptions), Line 34. If more than a single issue of authorized
section 1.141-12(h).io
divided by the issue price of the entire bonds will be refunded, enter the date ofRegulations
issue(from line 21,column (b)). For a issue of each issue. Enter the date in an Line 44. Check the box if the issuer has
lease or installment sale, enter instead MM/DD/YYYY format. established written procedures to monitor
the total number ofears the lease or compliance with the arbitrage,yield
y Part VI—Miscellaneous restriction, and rebate requirements of 3
installment sale will be outstanding.
For column(e),the yield, as defined in Line 35. An allocation of volume cap is section 148.
section 148(h), is the discount rate that, required if the nonqualified amount for the Line 45a. Check the box if some part of
when used to compute the present value issue is more than$15 million but is not the proceeds was used to reimburse
of all payments of principal and interest to more than the amount that would cause expenditures. Figure and then enter the
be paid on the obligation, produces an the issue to be private activity bonds. amount of proceeds that are used to
amount equal to the purchase price, Line 36. If any portion of the gross reimburse the issuer for amounts paid for
including accrued interest.See proceeds of the issue is or will be a qualified purpose prior to the issuance
Regulations section 1.148-4 for specific invested in a guaranteed investment of the bonds. See Regulations section
rules to compute the yield on an issue. If contract(GIC), as defined in Regulations 1.150-2.
the issue is a variable rate issue,write section 1.148-1(b),enter the amount of Line 45b. An issuer must adopt an
"VR"as the yield of the issue. For other the gross proceeds so invested,as well official intent to reimburse itself for
than variable rate issues, carry the yield as the final maturity date of the GIC and preissuance expenditures within 60 days
out to four decimal places(for example, the name of the provider of such contract. after payment of the original expenditure
5.3125%). If the issue is a lease or Line 37. Enter the amount of the unless excepted by Regulations section
installment sale,enter the effective rate of proceeds of this issue used to make a 1.150-2(f). Enter the date the official
interest being paid. loan to another governmental unit,the intent was adopted. See Regulations i
Part IV—Uses of Proceeds of interest of which is tax-exempt. section 1.150-2(e)for more information
Bondissue Line 38. If the issue is a loan of about official intent. q
proceeds from another tax-exempt issue, Signature and Consent I
For a lease or installment sale, write"N/A" check the box and enter the date of issue, g
in the space to the right of the title for Part EIN, and name of issuer of the master An authorized representative of the issuer
IV. must sign Form 8038-G and any i
pool obligation.
Line 22. Enter the amount ofroceeds applicable certification. Also print the
p Line 40. Check this box if the issue is a name and title of the person signing Form E
that will be used to pay interest from the P 9 9
construction issue and an irrevocable i
date the bonds are dated to the date of 8038-G.The authorized representative of F
issue. election to pay a penalty in lieu of the issuer signing this form must have the
arbitrage rebate has been made on or authority to consent to the disclosure of
Line 24. Enter the amount of the before the date the bonds were issued.
proceeds that will be used to pay bond The penalty is payable with a Form the issuer's return information, ,
issuance costs, includingfees for trustees necessary h process this return,to the }
8038-T for each 6-month period after the person(s)that have been designated in
and bond counsel. If no bond proceeds date the bonds are issued. Do not make
will be used to pay bond issuance costs, any payment of penalty in lieu of arbitrage Form 8038-G. t
enter zero. Do not leave this line blank. rebate with this form. See Rev. Proc. Note. If the issuer in Part 1, lines 3a and
Line 25. Enter the amount of the 92-22, 1992-1 C.B. 736 for rules 3b authorizes the IRS to communicate I
proceeds that will be used to pay fees for regarding the"election document." (including in writing and by telephone)
credit enhancement that are taken into Line 41 a. Check this box if the issuer with a person other than an officer or
account in determining the yield on thehas identified a hedge on its books and other employee of the issuer, by signing
issue for purposes of section 148(h) (forthis form,the issuer's authorized
records according to Regulations sections
example, bond insurance premiums and1.148-4(h)(2)(viii)and 1.148-4(h)(5)that representative consents to the disclosure
certain fees for letters of credit). of the issuer's return information, as
permit an issuer of tax-exempt bonds to #
Line 26. Enter the amount of proceeds identify a hedge for it to be included in necessary to process this return,to such F
that will be allocated to such a fund. yield calculations for computing arbitrage. Person.
Line 27. Enter the amount of the Line 42. In determining if the issuer has Paid Preparer
proceeds that will be used to pay super-integrated a hedge, apply the rules If an authorized officer of the issuer filled
principal, interest, or call premium on any of Regulations section 1.148-4(h)(4). If in this return, the paid preparer's space
other issue of bonds within 90 days of the the hedge is super-integrated, check the should remain blank.Anyone who
date of issue. box. prepares the return but does not charge
Line 28. Enter the amount of the Line 43. If the issuer takes a"deliberate the organization should not sign the
proceeds that will be used to pay action"after the issue date that causes return. Certain others who prepare the
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return should not sign. For example, a the information.We need it to ensure that Learning about the law or 2 hr.,41 min.
regular,full-time employee of the issuer, you are complying with these laws. the form . . . . . . . . . . . . .
such as a clerk,secretary, etc.,should You are not required to provide the Preparing,copying, 3 hr.,3 min.
not sign. information requested on a form that is assembling,and sending
Generally,anyone who is paid to subject to the Paperwork Reduction Act the form to the IRS . . . . . .
prepare a return must sign it and fill in the unless the form displays a valid OMB If you have comments concerning the
other blanks in the Paid Preparer Use control number. Books or records relating accuracy of these time estimates or
Only area of the return. to a form or its instructions must be suggestions for making this form simpler,
The paid preparer must: retained as long as their contents may we would be happy to hear from you. You
• Sign the return in the space provided become material in the administration of can write to the Internal Revenue Service,
for the preparer's signature(a facsimile any Internal Revenue law. Generally, tax Tax Products Coordinating Committee,
signature is acceptable), returns and return information are SE:W:CAR:MP:T:M:S, 1111 Constitution
• Enter the preparer information, and confidential, as required by section 6103. Ave. NW, IR-6526,Washington, DC
• Give a copy of the return to the issuer. The time needed to complete and file 20224. Do not send the form to this
this form varies depending on individual office. Instead,see Where To File.
Paperwork Reduction Act Notice. We circumstances.The estimated average
ask for the information on this form to time is:
carry out the Internal Revenue laws of the
United States. You are required to give us
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CHASEO
PROCEEDS DISBURSEMENT AUTHORIZATION
JPMORGAN CHASE BANK,N.A.
1111 Polaris Parkway, Suite A3 (OH 1-1085)
Columbus,OH 43240
Date: SEPTEMBER 19,2012
Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below
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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 #1000136745 dated
SEPTEMBER 19,2012
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I hereby instruct you and authorize you to disburse$500,000.00 to the account number(s)as specified below:
Payee#1
Wire:
Name of Bank:
ABA No.:
Account Number:
Account Name: r
Amount: $500,000.00
Re: Tax Pledge SEPTEMBER 19,2012
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OR Check:
Name of Vendor:
Address:
City/State/Zip
Re: Tax Pledge SEPTEMBER 19,2012
Amount: $500,000.00 4
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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. Lessor may rely and act on the instructions set forth herein and shall not be responsible for the use or application of the
funds, 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.
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IN WITNESS WHEREOF,the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year
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first above written. t
CITY OF ROUND ROCK
(Lessee)
By: Oth
Title:
Page 1 of l
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CHASE
PROCEEDS DISBURSEMENT AUTHORIZATION
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JPMORGAN CHASE BANK,N.A. g
I I I 1 Polaris Parkway,Suite A3(OH 1-1085)
Columbus,OH 43240
Date:SEPTEMBER 19,2012 6
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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 #1000136745 dated
SEPTEMBER 19,2012
I hereby instruct you and authorize you to disburse$500,000.00 to the account number(s)as specified below:
Payee#1
Wire:
Name of Bank: JPMorgan Chase, N.A.
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ABA No.: 021000021
Account Number: 4j6891 6
Account Name: City of Round Rock Operating Acct.
Amount: $500,000.00
Re: Tax Pledge SEPTEMBER 19,2012
OR Check:
Name of Vendor:
Address:
City/State/Zip
Re: Tax Pledge SEPTEMBER l9,2012
Amount: $500,000.00 I
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By signing below, Lessee authorizes Lessor to issue checks or direct fund transfers to the payees, in the amounts, and per the t
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. Lessor may rely and act on the instructions set forth herein and shall not be responsible for the use or application of the
funds,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 t
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 be executed as of the day and year
first above written.
CITY OF ROUND ROCK
(Lessee)
By: G
Title: `�l t reeio( Ok aLG t 1
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Please forward the invoices for the eauinment. Your spreadsheet and payment
proofs have been received.
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• Title Copies - Please forward the copies of the title fronts and backs. This is to
verify the Vehicle Information Numbers and to ensue no liens are on the vehicles.
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CHASE (`
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. 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 f
rental/installment payments unless otherwise instructed.
(PLEASE PRINT)
Customer Information: Financial Institution:
Name: CITY OF ROUND ROCK Name:
Address: 221 E.MAIN Address:
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City: ROUND ROCK City:
State: TX Zip: 786645299 State: Zip:
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Account Type(check one) El Checking Savings
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Routing/ABA Number Account Number
(Please enclose a voided check)
Biller Information:
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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.)
1000136745 10001000 1000
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Notice to Customer- This agreement authorizes the periodic transfer of funds from your account at the financial institution listed on fi
this sign up form by electronic means. Your rights and liabilities under this agreement are governed in part by federal laws and f
regulations dealing with electronic fund transfers. You should consult your agreement with the financial institution, which holds your 1
account for a more complete disclosure of your legal rights. Withdrawal amount may change to reflect the payment schedule defined s
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
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THINGS YOU NEED TO KNOW ABOUT AUTOMATED BILL PAYMENT
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Q.How do I 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 I 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. i
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.If the 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.
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Q.How can I be sure my bill has been paid?
A.Your payment will be clearly itemized on your bank's monthly account statement.
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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 I complete the form again?
A. Only if you are adding or changing the financial institution account and/or routing/ABA numbers. 5
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Q.How will I 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.
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