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R-13-09-12-H5 - 9/12/2013RESOLUTION NO. R -13-09-12-H5 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE -PURCHASE AGREEMENT WITH U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC., LEASE SCHEDULE A-1, AND PAYMENT SCHEDULE AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the City of Round Rock, Texas, as Lessee, proposes to enter into a Master Lease -Purchase Agreement with U.S. Bancorp Government Leasing and Finance, Inc.; and WHEREAS, the principal amount expected to be financed is $1,000,000.00; 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 the Lessee; and WHEREAS, the City Council desires to obtain certain equipment described in Schedule A-1 "Property Description" to the Master -Lease Purchase Agreement in an amount not to exceed $1,000,000.00 (collectively the "Lease") with U.S. Bancorp Government Leasing and Finance, Inc.; and WHEREAS, the City Council hereby finds and determines that the execution of one or more lease -purchase agreements ("Property Leases") in the principal amount not exceeding the amount stated above ("Principal Amount") for the purpose of acquiring the property ("Property") described specifically in the Property Leases is appropriate and necessary to the functions and 0112.1304;00281833 operations of Lessee, and that the Equipment is essential for Lessee to perform its governmental functions; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with U.S. Bancorp Government Leasing and Finance, Inc. substantially in the forms presented to the City Council, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, Section 1. That the Mayor ("Authorized Representative") acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the form set forth in Exhibit A, attached hereto and incorporated herein. Each authorized Representative acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreement necessary and incidental to the Equipment Leases are hereby authorized. Section 2. 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 3. That the aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest as set forth in the Equipment Leases, and the Equipment Leases shall contain such options to purchase by Lessee as set forth therein. 2 Section 4. That the terms of the Lease are in the best interests of Lessee for the acquisition of the Equipment. Section 5. That the Lease and the acquisition and financing of the Equipment under the terms and conditions as described in the Lease are hereby approved. The Pledged Revenues and, more specifically, the first position priority pledge of the Interest and Sinking Fund as well as the pledge of and covenant to levy and collect any and all ad valorem taxes in amounts sufficient to make all Rental Payments and other obligations hereunder and to deposit the same into the Interest and Sinking Fund, are expressly approved and authorized. Section 6. That the Authorized Representative shall have the power to execute contracts on behalf of Lessee, and that such Authorized Representative is hereby authorized to execute, acknowledge and deliver the Lease with any changes, insertions and omissions therein as may be approved by the City Council's officers who execute the Lease, such approval to be conclusively evidenced by execution and delivery of the Lease. City 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 7. That this Resolution shall take effect immediately upon its adoption and approval. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. 3 RESOLVED this 12th day of September, 2013. ATTEST: kA4 SARA L. WHITE, City Clerk ALAN MCGRAW, Mayor City of Round Rock, Texas 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 , (2_. 0 Date Signed: 4 EXHIBIT /,A„ DOCUMENT CHECKLIST PLEASE EXECUTE TWO (2) ORIGINALS OF ALL DOCUMENTS • RETURN ALL ORIGINALS TO: U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. FRANCINE NEVILLE 950 17TH STREET, 7TH FLOOR DENVER, CO 80202 303-585-4077 D Master Tax -Exempt Lease Purchase Agreement — This document must be executed in the presence of a witness/attestor. The attesting witness does not have to be a notary, just present at the time of execution. D Addendum/Amendment to Master Tax -Exempt Lease Purchase Agreement — This document must be executed in the presence of a witness/attestor. The attesting witness does not have to be a notary, just present at the time of execution. D Property Schedule No. 1 - This document must be executed in the presence of a witness/attestor. The attesting witness does not have to be a notary, just present at the time of execution. D Property Description and Payment Schedule — Exhibit 1 D Lessee's Counsel's Opinion — Exhibit 2. This exhibit will need to be executed by your attorney, dated and placed on their letterhead. Your attorney will likely want to review the agreement prior to executing this opinion. D Lessee's Certificate — Exhibit 3. 1) Please fill in the person's title who will be executing the certificate in the first paragraph (note: the person who signs this exhibit cannot be the same person as the executing official(s) for all other documents); 2) Please fill in the date that the governing body met in Line 1; 3) In the middle set of boxes, please print the name of the executing official(s) in the far left box, print their title(s) in the middle box and have the executing official(s) sign the line in the far right hand box; 4) Include in your return package a copy of the board minutes or resolution for our files; and 5) The exhibit should be executed by someone other than the executing official(s) named in the center box. D Payment of Proceeds Instructions — Exhibit 4. This is for the vendor payment information. If more than one vendor is being paid please make copies of this exhibit and fill out as many as are needed. D Acceptance Certificate — Exhibit 5. The date that all equipment is delivered, installed and accepted is the date that should be placed on the "DATE" line. If moneys are being deposited into escrow this exhibit should be held and returned with the final disbursement from the escrow account. D Bank Qualification and Arbitrage Rebate — Exhibit 6. D Insurance Authorization and,: Verification — To be filled out by the Lessee and sent to your insurance carrier. A valid insurance certificate, or self-insurance letter if the Lessee self -insures, is required prior to funding. D Notification of Tax Treatment — Please provide your State of Sales/Use tax Exemption Certificate. D Form 8038-G — Blank form provided to Lessee. Please consult your local legal/bond counsel to fill out. D Affidavit Master Tax -Exempt Lease/Purchase Agreement Between: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor") 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 And: City of Round Rock, Texas (the "Lessee") 221 E. Main Street Round Rock, TX 78681 Attention: Ron Hunter Telephone: 512-218-5457 Dated: September 24, 2013 ARTICLE I DEFINITIONS The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Master Tax -Exempt Lease/Purchase Agreement, including all exhibits and schedules attached hereto. "Code" is defined in Section 3.01(0. "Commencement Date" is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences, which date shall be set forth in such Property Schedule. "Event of Default" is defined in Section 13.01. "Lease Payments" means the Lease Payments payable by Lessee under Article VI of this Agreement and each Property Schedule, as set forth in each Property Schedule. "Lease Payment Dates" means the Lease Payment dates for the Lease Payments as set forth in each Property Schedule. "Lease Term" means, with respect to a Property Schedule, the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder shall be set forth in such Property Schedule, as provided in Section 4.02. "Lessee" means the entity identified as such in the first paragraph hereof, and its permitted successors and assigns. "Lessor" means the entity identified as such in the first paragraph hereof, and its successors and assigns. "Original Term" means, with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date. "Property" means, collectively, the property lease/purchased pursuant to this Agreement, and with respect to each Property Schedule, the property described in such Property Schedule, and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX. "Property Schedule" means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be numbered consecutively, beginning with Property Schedule 2. "Purchase Price" means the amount that Lessee may, in its discretion, pay to Lessor to purchase the Property under a Property Schedule, as provided in Section 11.01 and as set forth in the Property Schedule. "Renewal Terms" means the renewal terms of a Property Schedule, each having a duration of one year and a term coextensive with Lessee's budget year. "State" means the state where Lessee is located. "Vendor" means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Lessor or Lessee purchased or is purchasing all or any portion of the Property. ARTICLE II 2.01 Property Schedules Separate Financings. Each Property Schedule executed and delivered under this Agreement shall be a separate financing, distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of an Event of Default with respect to a Property Schedule, Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Property Schedule, and except as expressly provided in Section 12.02 below, Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Property Schedules unless an Event of Default has also occurred under such other Property Schedules. ARTICLE 111 3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its goveming body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential govemmental uses and public functions within the permissible scope of Lessee's authority. Lessee will provide Lessor with current financial statements, budgets, and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the 'Code"), induding Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, govemmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor. (e) (f) (g) ARTICLE IV 4.01 Lease of Property. On the Commencement Date of each Property Schedule executed hereunder, Lessor will be deemed to demise, lease and let to Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property Schedule, for the Lease Term set forth in such Property Schedule. 4.02 Lease Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final Lease Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01, unless terminated sooner pursuant to this Agreement or the Property Schedule. 4.03 Delivery, Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations specified in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. To the extent funds are deposited under an escrow agreement or trust agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such Property Schedule is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule. ARTICLE V 5.01 Eniovment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the subject Property Schedule. 5.02 Location: Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property. ARTICLE VI 6.01 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments under this Agreement and each Property Schedule hereunder shall constitute a binding contractual obligation of Lessee for the full Term of each such Property Schedule. Lessee covenants to include all such Lease Payments due under the Property Schedule in its annual budget and to make the necessary annual appropriation for all such Lease Payments. Neither this Agreement nor any Property Schedule shall be subject to termination by Lessee in the event that Lessee fails to appropriate any Lease Payments. 6.02 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Property Schedule, exclusively from legally available funds, in lawful money of the United States of America, to Lessor in such amounts and on such dates as described in the applicable Property Schedule, at Lessors address set forth on the first page of this Agreement, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments under a Property Schedule in an amount sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease Payment. In addition, Lessee shall pay a late charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less.. 6.03 Interest Component. A portion of each Lease Payment due under each Property Schedule is paid as, and represents payment of, interest, and each Property Schedule hereunder shall set forth the interest component (or method of computation thereof) of each Lease Payment thereunder during the Lease Term. 6.04 Lease Payments to be Unconditional. THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02. 6.05 Section is hereby deleted in its entirety. 6.06 Section is hereby deleted in its entirety. 6.07 Defeasance of Lease Payments. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the principal component and interest component accruing under a Property Schedule, a sum of cash and non -callable securities consisting of direct obligations of, or obligations the principal of an interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof, in such aggregate amount, bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title and interest of Lessor in the Property under said Property Schedule shall terminate. Lessee shall cause such investment to comply with the requirements of federal tax law so that the exclusion from gross income of the interest component of Lease Payments on said Property Schedule is not adversely affected. ARTICLE VII 7.01 Title to the Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State, title to the Property shall vest in Lessee, subject to Lessor's interests under the applicable Property Schedule and this Agreement. 7.02 Personal Property. The Property is and wit remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building. 7.03 Security Interest. To the extent permitted by law and to secure the performance of all of Lessee's obligations under this Agreement with respect to a Property Schedule, including without limitation all Property Schedules now existing are hereafter executed, Lessee grants to Lessor, for the benefit of Lessor and its successors and assigns, a security interest constituting a first lien on Lessee's interest in all of the Property under the Property Schedule, whether now owned or hereafter acquired, all additions, attachments, alterations and accessions to the Property, all substitutions and replacements for the Property, and on any proceeds of any of the foregoing, including insurance proceeds. Lessee shall execute any additional documents, including financing statements, affidavits, notices and similar instruments, in form and substance satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a security interest in the Property in favor of Lessor and its successors and assigns. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish, maintain and perfect such security interest ARTICLE VIII 8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working order and in compliance with the manufacturer's specifications, shall use, operate and maintain the Property in conformity with all laws and regulations conceming the Property's ownership, possession, use and maintenance, and shall keep the Property free and clear of all liens and claims, other than those created by this Agreement. Lessee shall have sole responsibility to maintain and repair the Property. Should Lessee fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturer's specifications, and if requested by Lessor, Lessee will enter into maintenance contracts for the Property in form approved by Lessor and with approved providers. 8.02 Liens, Taxes. Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the interest of Lessor under this Agreement The parties to this Agreement contemplate that the Property will be used for a govemmental or proprietary purpose of Lessee and, therefore, that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Property Schedules hereunder have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption. Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Lessee shall pay when due all taxes and govemmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property. 8.03 Insurance. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Property against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount equal to at least the outstanding principal component of Lease Payments, and (b) liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, and (c) worker's compensation insurance covering all employees working on, in, near or about the Property; provided that Lessee may self -insure against all such risks. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance shall be with insurers that are authorized to issue such insurance in the State. All such liability insurance shall name Lessor as an additional insured. All such casualty insurance shall contain a provision making any losses payable to Lessor and Lessee as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Such changes shall not become effective without Lessor's prior written consent. Lessee shall fumish to Lessor, on or before the Commencement Date for each Property Schedule, and thereafter at Lessor's request, certificates evidencing such coverage, or, if Lessee self -insures, a written description of its self-insurance program together with a certification from Lessee's risk manager or insurance agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above. 8.04 Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order, Lessor may, but shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the applicable Property Schedule and shall be due and payable on the next Lease Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. ARTICLE IX 9.01 Damage or Destruction. If (a) the Property under a Property Schedule or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or the temporary use of, the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any govemmental body or by any person, firm or corporation acting pursuant to govemmental authority, Lessor and Lessee will cause the Net Proceeds (as hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Property, unless Lessee shall have exercised its right to defease the Property Schedule as provided herein, or unless Lessee shall have exercised its option to purchase Lessor's interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. 9.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 9.01, Lessee shall (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds and, if Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Section 6.02, or (b) defease the Property Schedule pursuant to Section 6.07, or (c) exercise its option to purchase Lessor's interest in the Property pursuant to the optional purchase provisions of the Property Schedule, if any. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after such defeasance or purchase may be retained by Lessee. ARTICLE X 10.01 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO 8E BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the Property from the Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that (a) neither the Vendor nor any sales representative or other agent of Vendor, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Property Schedules, or the existence, fumishing, functioning or use of any item, product or service provided for in this Agreement or the Property Schedules. 10.02 Vendor's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (induding without limitation warranties) related to the Property against the Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property. 10.03 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property; provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Property or its interest or rights under this AgreemenL Lessee shall promptly notify Lessor in writing of any pending or threatened investigation, inquiry, claim or action by any govemmental authority which could adversely affect this Agreement, any Property Schedule or the Property thereunder. 10.04 Modifications. Subject to the provisions of this Section, Lessee shall have the right, at its own expense, to make alterations, additions, modifications or improvements to the Property. All such alterations, additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the provisions of this Agreement. Such alterations, additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, on completion of any alterations, additions, modifications or improvements made pursuant to this Section, shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such alterations, additions, modifications and improvements. Lessee shall, at its own expense, make such alterations, additions, modifications and improvements to the Property as may be required from time to time by applicable law or by any govemmental authority. ARTICLE XI 11.01 Option to Purchase. Lessee shall have the option to purchase Lessor's entire interest in all of the Property subject to a Property Schedule and to terminate any restrictions herein on the Property under such Property Schedule on the last day of the Lease Term for a Property Schedule, if the Property Schedule is still in effect on such day, upon payment in full of the Lease Payments due thereunder plus payment of One (1) Dollar to Lessor. Lessee shall give written notice to Lessor of its intent to purchase Lessors interest in the Property at least sixty (60) days prior to the last day of the Lease Term for applicable Property Schedule. Upon exercise of the purchase option as set forth in this Section 11.01 and payment of the purchase price under the applicable Property Schedule, and performance by Lessee of all other terms, conditions and provisions hereof, Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or recourse to Lessor, of all of Lessor's right, title and interest in and to the Property subject to such Property Schedule to Lessee. 11.02 Option to Prepay. Lessee shall have the option to prepay in whole the Lease Payments due under a Property Schedule, but only if the Property Schedule so provides, and on the terms set forth in the Property Schedule. ARTICLE XII 12.01 Assignment by Lessor. Lessor's right, title and interest in, to and under each Property Schedule and the Property under such Property Schedule may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee; provided that any assignment shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules. 12.02 Property Schedules Separate Financings. Assignees of the Lessor's rights in one Property Schedule shall have no rights in any other Property Schedule unless such rights have been separately assigned.. 12.03 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. 12.04 Release and Indemnification Covenants. To the extent permitted by applicable law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest (collectively, "Losses') arising out of or resulting from the entering into this Agreement, any Property Schedules hereunder, the ownership of any item of the Property, the loss of federal tax exemption of the interest on any of the Property Schedules, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or retum of any item of the Property or any accident in connection with the operation, use, condition, possession, storage or retum of any item of the Property resulting in damage to property or injury to or death to any person; provided, however, that Lessee shall not be required to indemnify Lessor for Losses arising out of or resulting from Lessor's own willful or negligent conduct, or for Losses arising out of or resulting from Lessor' preparation of disclosure material relating to certificates of participation in this Agreement and any Property Schedule (other than disclosure material provided to Lessor by Lessee). The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement, or the applicable Property Schedule, or the termination of the Lease Term for such Property Schedule for any reason. ARTICLE XIII 13.01 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Property Schedule: (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is institufed by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days. The foregoing provisions of Section 13.01 are subject to the following limitation: if by reason of force maieure Lessee is unable in whole or in part to perform its agreements under this Agreement and the Property Schedule (other than the obligations on the part of Lessee contained in Article VI hereof) Lessee shall not be in default during the continuance of such inability. The term "force maieure" as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of Lessee. 13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then -current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly retum any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (1) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attomeys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (1) and (ii), to pay in whole the amounts for item (iii). 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power ,may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as may be required in this Article. 13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement, Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attomey fees, whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid and shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law. ARTICLE XIV 14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall. designate in writing to the other for notices to such party), to any assignee at its address as it appears on the registration books maintained by Lessee. 14.02 Arbitrage Certificates. Unless a separate Arbitrage Certificate is delivered on the Commencement Date, Lessee shall be deemed to make the following representations and covenants as of the Commencement Date for each Property Schedule: (a) The estimated total costs, including taxes, freight, installation, cost of issuance, of the Property under the Property Schedule will not be less than the total principal amount of the Lease Payments. (b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months after the Commencement Date and the Property is expected to be delivered and installed, and the Vendor fully paid, within eighteen months from the Commencement Date. Lessee will pursue the completion of the Property and the expenditure of the net proceeds of the Property Schedule with due diligence. Other than the Special Interest and Sinking Fund, which is sized and designed to provide the annual Rental Payments on a Property Schedule, Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Lease Payments under the Property Schedule, or (ii) that may be used solely to prevent a default in the payment of the Lease Payments under the Property Schedule. (d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Lease Payments under the Property Schedule. (e) There are no other obligations of Lessee which (i) are being sold within 15 days of the Commencement Date of the Property Schedule; (ii) are being sold pursuant to the same plan of financing as the Property Schedule; and (iii) are expected to be paid from substantially the same source of funds. (f) The officer or official who has executed the Property Schedule on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure of the proceeds of the Property Schedule. To the best of Lessee's knowledge, information and belief, the facts and estimates set forth in herein are accurate and the expectations of Lessee set forth herein are reasonable. 14.03 Further Assurances. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory financing statements, continuation statements, certificates of title and the like, and to take all such action as may be necessary or appropriate, from time to time, in the reasonable opinion of Lessor, to perfect, confirm, establish, reestablish, continue, or complete the interests of Lessor in this Agreement and the Property Schedules, to consummate the transactions contemplated hereby and thereby, and to carry out the purposes and intentions of this Agreement and the Property Schedules. 14.04 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. 14.05 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 14.06 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Lessor or Lessee in the negotiation, administration, performance or enforcement hereof. 14.07 Amendments, Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of all assignees shall be required to any amendment or modification before such amendment or modification shall be applicable to any outstanding Property Schedule. 14.08 Execution in Counterparts. This Agreement and the Property Schedules hereunder may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 14.09 Applicable Law. This Agreement shall be govemed by and construed in accordance with the laws of the State. 14.10 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. (c) (CONTINUED ON NEXT PAGE) IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. By: Name: Title: Lessee: City of Round Rock, Texas By: Name: Alan McGraw Title: Mayor Attest: By: Name: Sara White Title: City Clerk ADDENDUM (TEXAS) Master Tax -Exempt Lease/Purchase Agreement THIS ADDENDUM, which is entered into as of September 24, 2013 between U.S. Bancorp Govemment Leasing and Finance, Inc. ("Lessor") and City of Round Rock, Texas ("Lessee"), is intended to modify and supplement the Master Tax -Exempt Lease/Purchase Agreement between Lessor and Lessee of even date herewith (the "Master Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement. 1. The Master Agreement is amended to delete Section 6.05. 2 Lessor and Lessee agree that lease participation certificates in any Property Schedule shall not be issued without the approval of the Texas Attorney General. IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized representatives as of the date first above written. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. By: Name: Title: Lessee: City of Round Rock, Texas By: Name: Alan McGraw Title: Mayor Attest: By Name: Sara White Title: City Clerk Properly Schedule No. 1 Master Tax -Exempt Lease/Purchase Agreement This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax - Exempt Lease/Purchase Agreement (the "Master Agreement"), dated as of September 24, 2013, between U.S. Bancorp Govemment Leasing and Finance, Inc., and City of Round Rock, Texas. 1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date. The Commencement Date for this Property Schedule is September 24, 2013. 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2. 5. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 3. 6. Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit 4. 7 Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5. 8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit 1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of prepayment. 9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6. 10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by September 24, 2013. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. By: Name: Title: Lessee: City of Round Rock, Texas By: Name: Alan Mcgraw Title: Mayor Attest: By Name: Sara White Title: City Clerk EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. PROPERTY LOCATION: 221 E. Main Street Address Round Rock, TX 78681 City, State Zip Code USE: Various Vehicles - This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Lease Payment Schedule Total Principal Amount: $1,000,000.00 Payment No. Due Date Lease Payment Principal Portion Interest Portion Termination Amount (After Making Payment for said Due Date) 1 24 -Mar -2014 169,655. /5 164,553.25 5,102.50 860,510.15 2 24 -Sep -2014 169,655./5 165,392.88 4,262.8/ 690,155.49 3 24 -Mar -2015 169,655./5 166,236.80 3,418.95 518,931.58 4 24 -Sep -2015 169,655./5 16(,085.02 2,5/0./3 346,834.01 5 24 -Mar -2016 169,655./5 161,93/.51 1,118.18 1(3,858.31 6 24 -Sep -2016 169,655./5 168,194.41 861.2/ 0.00 TOTALS: 1,017,934.49 1,000,000.00 17,934.49 Interest Rate: 1.02% Lessee: City of Round Rock, Texas By: Name: Alan McGraw Title: Mayor EXHIBIT AI Property Description nEr„ r DEPT. VENDOR 1 Planning Philpott Motors 2 wwPPhilpott Motors 3 Pollee Philpott Motors 4 Police Philpott Motors 5 Police Caldwell County Chevrolet 6 PonceCaldwellCounty Chevrolet 7 1 Ponce__._ Caldwell County Chevrolet 8 Drainage t Professional Turf Products 9 Trans r Traffic and Parking Control 10 trans Traffic and Parking Control 11 trans Toytalift of Texas Trans Traffic and Parking Control 13 Trans Traffic and Parking Control 14j Trans Traffic and Parking Control 15I Trans t H&E Equipment Services 16 trans Waukesha -Pearce Indutries INV. 1 INV. AMNT DESCRIPTION 235509 l $ 16,268.25 I F-150 Regular Cab I 235797 $ 16,892.75 F-150 Regular Cab 1 235621 $ 18,360.15 [ E-150 Econoline Cargo Van l 235818 1 $ 22,21.0.25 I F•150 Regular Cab DR231015 $ 25,109.34 ! Tahoe 08231141 $ 25,109.33 Tahoe DR232379 $ 25 109.33 Tahoe (3020720-00 $ 17,729.32 Spreader (SandPro) I 414603•R $ 5,538.82 Line Lazer IV Model 3900 414603-R $ 8,449.41 Grind Lazer Model 480 330000023 F $ 14,932.98 Forklift 1416053 I $ 12,980.10 Message Board 1416053 $ 12,980.10 Message Board j 1416053 $ 16,591.20 Message Board 1 91029018 $ 14,465.59 Scissor Lift -Genie Model 653232 50239348 $ 43,982.001 Double Drum Roller P1 18 ft. Trailer Groundmaster 3280 Mower _ _ Foam Pumper _— F -3504x4 Crew Cab Animal Control Storage F250 Regular Cab I Tahoe VIN OR 5/N 1FTHF1CH5DK083965 1FTMF1CM4DKE18849 1 17 Trans Washington Country Trader ; 290437 __I_$ 5,450.00 18 PARD Professional Turf Products—.11 3020914.00 1 $ 19,369.26 19 Fire Slddons-Martin Emergency Grp. I 26136 $ 553,341.81 20 Fire j_ Grande Truck Center 1.15347 $ 66,986.84 _ r 21 Police Jones Trailer Company l 13838 $ 14,378.05 ~ 22 _—__ Police Phitpott Motors I 236952 $ 22,504.20 23 Poike Caldwell County Chevrolet i 08347267 $ 27,129.00 •: 1FTNE1EWXDDA43754 I 1FTEW1CM6DKE24429 I 1GNLC2E02DR231015 1GNLC2E070R231141 16NLC2E01D8232379 312000358 BA8028 8A283 KQ01793 1P91F1016CG301720 1P91F1012C6301719 1P91E171XCG301631 653208-91555 10165030109 4P571.825D111832.2_ 313000134 — 4P1C101A0DA013369 1FT8W38T6DEA40344 1FD7X2A62DE853279 { 1GNLC2E06DR347267 r EXHIBIT 2 Lessee's Counsel's Opinion September 24, 2013 Sheets & Crossfield, P.C. - ATTORNEYS AT LAW 309 East Main Street . Round Rock, TX 78664-5246 Phone 512-255-8877. fax 512-255-8986 U.S Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Lessee: City of Round Rock, 221 East Main Street, Round Rock, TX 78664 RE: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock. Ladies and Gentlemen: I have acted as special counsel to City of Round Rock ("Lessee"), in connection with the Master Tax -Exempt Lease/Purchase Agreement, dated as of September 12, 2013 (the "Master Agreement"), between the City of Round Rock, as lessee, and U.S. Bancorp Govermnent Leasing and Finance, Inc. as lessor ("Lessor"), and the execution of Property Schedule No. 1 (the "Property Schedule") pursuant to the Master Agreement. I have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to my opinion, I have relied upon the representations of the Lessee in the Master Agreement' and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, I am of the opinion that, under the existing law: 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State of Texas, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Master Agreement and Property Schedule and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of the Lessee. 4. All proceedings of the Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and all transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles or general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeding to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning authority of Lessee to execute the Master Agreement or the Property Schedule, or the payment of principal or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. This opinion may be relied upon by the Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Property Schedule. Very Truly Yours, Stephan L. Sheets City Attorney EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas. The undersigned, being the duly elected, qualified and acting Mayor of the City of Round Rock, Texas, ("Lessee") do hereby certify, as of September 24, 2013, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held September 12, 2013, by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above -referenced Property Schedule (the "Property Schedule") and the Master Tax -Exempt Lease/Purchase Agreement (the "Master Agreement") by the following named representative of Lessee, to wit: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE OF EXECUTING OFFICIAL Alan McGraw Mayor And/ Or 2. The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the goveming body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such terms are defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Lessee. 6. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. City of Round Rock, Texas By: Title: City Clerk SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE. EXHIBIT 4 Payment of Proceeds Instructions U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. «Sched. No» (the "Property Schedule") to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor") and «Lessee» ("Lessee"). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the Property Schedule as follows: Name of Payee: City of Round Rock By check If by check, Payee's address: By wire transfer xxx If by wire transfer, instructions as follows: JPMorgan Chase Bank Pay to Bank Name: Bank Address: Bank Phone #: For Account of: Account No.: ABA No.: 221 W. Sixth Street, Floor 2 Austin, TX 78701 512-479-2720 City of Round Rock Operating Acct 456891386 021000021 Lessee: «Lessee» By: Name: Alan McGraw Title: Mayor EXHIBIT 5 'Acceptance Certificate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas Ladies and Gentlemen: In accordance with the above -referenced Master Tax -Exempt Lease/Purchase Agreement (the "Master Agreement"), the undersigned ("Lessee") hereby certifies and represents to, and agrees with, U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor"), as follows: (1) The Property, as such terms are defined in the above -referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as such terms are defined in the Master Agreement) exists at the date hereof. (3) Acceptance Date: September 24, 2013 Lessee: City of Round Rock, Texas By: Name: Alan McGraw Title: Mayor EXHIBIT 6 Bank Qualification And Arbitrage Rebate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas Bank Qualified Tax -Exempt Obligation under Section 265 Lessee hereby designates this Property Schedule as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax-exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding $10,000,000. Arbitrage Rebate Small Issuer Exception: (a) Lessee is a governmental unit under the law of the State with general taxing powers, (b) this Property Schedule is not a private activity bond as defined in Section 141 of the Code, (c) 95% or more of the net proceeds of this Property Schedule will be used for local government activities of Lessee, and (d) the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by Lessee (and all subordinate entities thereof) during the calendar year in which the Commencement Date of this Property Schedule falls is not reasonably expected to exceed $5,000,000 (plus any additional amounts, not to exceed $10,000,000 which are for the construction, reconstruction or rehabilitation of public school facilities). Lessee: City of Round Rock, Texas By: Name: Alan McGraw Title: Mayor TML INTERGOVERNMENTAL RISK POOL Certificate of Coverage TMLIRP Contract Number: 13127 Member:. Round Rock Ms. Judy Leavitt Executive Director 301 S Armstrong Ave Tulia,Texas 79088-2717 Company Affording Coverage: Texas Municipal League Intergovernmental Risk Pool (TMLIRP) PO Box 149194 Austin, TX 78714-9194 (512) 491-2300 or (800) 537-6655 Fax: (512) 491-2404 Certificate Holder; U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 This is to certify that the coverages listed below have been provided to the member and are in effect at this time. Notwithstanding any requirements, terms, or conditions of any other contract or agreement with respect to which this certificate may be issued or may pertain, the coverage afforded by TMLIRP described herein is subject only to the terms, exclusions and additions of TMLIRP's coverage contracts between TMLIRP and its member(s). Coverage is continuous until canceled. General Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $1,000,000 10/1/2013 Real & Personal Property Limits of Coverage: Effective Date: 10/1/2013 10/1/2014 Anniversary Date: 10/1/2014 $218,358,631 Sudden Events Involving Pollution (Each Occurrence): $1,000,000 Deductible per Occurrence: $2,500 Annual Aggregate: $2,000,000 Mobile Equipment Limits of Coverage: Deductible per Occurrence: Effective Date: 10/1/2013 Deductible per Occurrence: $2,500 Anniversary Date: $5,211,521 10/1/2014 Law Enforcement Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $2,500 Boiler & Machinery - Broad Form Per Accident Limit: Deductible per Occurrence: Effective Date: Anniversary Date: $18,500,000 10/1/2013 Annual Aggregate: 10/1/2014 Deductible per Occurrence: $2,500 Errors and Omissions Liability Effective Date: Anniversary Date: Limits of Liability(Each Wrongful Act): Mortgagee Loss Payee Loan Number. Yes No X Annual Aggregate: X Deductible per Occurrence: Auto Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): Year/Make/Model VIN Value Deductible per Occurrence: Auto Physical Damage Effective Date: Anniversary Date: Liability: Limits of Collision Deductible: Comprehensive Deductible: Yes No Loss Payee: Loan Number: DESCRIPTION: Evidence of Coverage Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof, TMLIRP will endeavor to main 30 days written notice to the above named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon TMLIRP. Authorized Representativ Date Issued 8/20/2013 X102 10/15/08 TML INTERGOVERNMENTAL RISK POOL Certificate of Coverage TMLIRP Contract Number: 13127 Member: Round Rock Ms. Valerie LaCour Francois HR Director 221 E Main Ave Round Rock,Texas 78664 Company Affording Coverage: Texas Municipal League Intergovernmental Risk Pool (TMLIRP) PO Box 149194 Austin, TX 78714-9194 (512) 491-2300 or (800) 537-6655 Fax: (512) 491-2404 Certificate Holder: U.S. Bancorp Govemment Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 This is to certify that the coverages listed below have been provided to the member and are in effect at this time. Notwithstanding any requirements, terms, or conditions of any other contract or agreement with respect to which this certificate may be issued or may pertain, the coverage afforded by TMLIRP described herein is subject only to the terms, exclusions and additions of TMLIRP's coverage contracts between TMLIRP and its member(s). Coverage is continuous until canceled. General Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $1,000,000 10/1/2012 Real & Personal Property Limits of Coverage: Effective Date: 10/1/2012 10/1/2013 Anniversary Date: 10/1/2013 $218,358,631 Sudden Events Involving Pollution (Each Occurrence): $1,000,000 , Deductible per Occurrence: $2,500 Annual Aggregate: $2,000,000 Mobile Equipment Limits of Coverage: Deductible per Occurrence: . . Effective Date: 10/1/2012 Deductible per Occurrence: $2,500 Anniversary Date: $5,211,521 10/1/2013 Law Enforcement Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $2,500 Boiler & Machinery - Broad Form Per Accident Limit: Deductible per Occurrence: Effective Date: Anniversary Date: $18,500,000 10/1/2012 10/1/2013 Annual Aggregate: Deductible per Occurrence: $2,500 Errors and Omissions Liability Effective Date: Anniversary Date: Limits of Liability(Each Wrongful Act): Mortgagee Loss Payee Loan Number: Yes No X Annual Aggregate: X Deductible per Occurrence: Auto Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): Year/Make/Model VIN Value Deductible per Occurrence: Auto Physical Damage Effective Date: Anniversary Date: Liability: Limits of Collision Deductible: Comprehensive Deductible: Yes No Loss Payee: Loan Number: DESCRIPTION: Evidence of Coverage f TMLIRP will endeavor to mail Cancellation: Should any of the above described coverages be canceled before the anniversary date thereo , 30 days written notice to the above named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon TMLIRP. Authorized Representative C4L Date Issued 8/20/2013 X102 10/15/08 Notification of Tax Treatment to Tax -Exempt Lease/Purchase Agreement This Notification of Tax Treatment is pursuant to Property Schedule No. 1 to the Master Tax -Exempt Lease/Purchase Agreement dated as of September 24, 2013 and the related Property Schedule, between Lessor and Lessee (the "Agreement"). X Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and Lessee has included our tax - exemption certificate with this document package Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no tax -exemption certificate is issued to us by the State Lessee agrees that this Property Schedule is a taxable transaction and subject to any/all taxes Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those taxes directly to the State or Vendor IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly authorized representative. Lessee: City of Round Rock, Texas By: Name: Alan McGraw Title: Mayor Instructions for Form 8038-G (Rev. September 2011) Information Return for Tax -Exempt Governmental Obligations Department of the Treasury Internal Revenue Service Section references are to the Internal Revenue Code unless otherwise noted. General Instructions Purpose of Form Form 8038-G is used by issuers of tax-exempt governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File IF the issue price THEN, for tax-exempt (line 21, column (b)) governmental is... obligations issued after December 31, 1986, issuers must file... $100,000 or more A separate Form 8038-G for each issue Less than $100,000 Form 8038 -GC, Information Return for Small Tax -Exempt Governmental Bond Issues, Leases, and Installment Sales A CAUTION For all build America bonds and recovery zone economic development bonds use Form 8038-B, Information Return for Build America Bonds and Recovery Zone Economic Development Bonds. For tax credit bonds and specified tax credit bonds use Form 8038 -TC, Information Return for Tax Credit Bonds and Specified Tax Credit Bonds. When To File File Form 8038-G on or before the 15th day of the 2nd calendar month after the close of the calendar quarter in which the bond is issued. Form 8038-G may not be filed before the issue date and must be completed based on the facts as of the issue date. Late filing. An issuer may be granted an extension of time to file Form 8038-G under Section 3 of Rev. Proc. 2002-48, 2002-37 I.R.B. 531, if it is determined that the failure to file timely is not due to willful neglect. Type or print at the top of the form "Request for Relief under section 3 of Rev. Proc. 2002-48" and attach a letter explaining why Form 8038-G was not submitted to the IRS on time. Also indicate whether the bond issue in question is under examination by the IRS. Do not submit copies of the trust indenture or other bond documents. See Where To File next. Where To File File Form 8038-G, and any attachments, with the Department of the Treasury, Internal Revenue Service Center, Ogden, UT 84201. Private delivery services. You can use certain private delivery services designated by the IRS to meet the "timely mailing as timely filing/paying" rule for tax returns and payments. These private delivery services include only the following: • DHL Express (DHL): DHL Same Day Service. • Federal Express (FedEx): FedEx Priority Overnight, FedEx Standard Overnight, FedEx 2Day, FedEx International Priority, and FedEx International First. • United Parcel Service (UPS): UPS Next Day Air, UPS Next Day Air Saver, UPS 2nd Day Air, UPS 2nd Day Air A.M., UPS Worldwide Express Plus, and UPS Worldwide Express. The private delivery service can tell you how to get written proof of the mailing date. Other Forms That May Be Required For rebating arbitrage (or paying a penalty in lieu of arbitrage rebate) to the Federal government, use Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate. For private activity bonds, use Form 8038, Information Return for Tax -Exempt Private Activity Bond Issues. For build America bonds (Direct Pay), build America bonds (Tax Credit), and recovery zone economic development bonds, complete Form 8038-B, Information Return for Build America Bonds and Recovery Zone Economic Development Bonds. For qualified forestry conservation bonds, new clean renewable energy bonds, qualified energy conservation bonds, qualified zone academy bonds, qualified school construction bonds, clean renewable energy bonds, Midwestern tax credit bonds, and all other qualified tax credit bonds (except build America bonds), file Form 8038 -TC, Information Return for Tax Credit Bonds and Specified Tax Credit Bonds. Sep 20, 2011 Cat. No. 63774D Rounding to Whole Dollars You may show amounts on this return as whole dollars. To do so, drop amounts less than 50 cents and increase amounts from 50 cents through 99 cents to the next higher dollar. Questions on Filing Form 8038-G For specific questions on how to file Form 8038-G send an email to the IRS at TaxExemptBondQuestions@irs.gov and put "Form 8038-G Question" in the subject line. In the email include a description of your question, a return email address, the name of a contact person, and a telephone number. Definitions Tax-exempt obligation. This is any obligation, including a bond, installment purchase agreement, or financial lease, on which the interest is excluded from income under section 103. Tax-exempt governmental obligation. A tax-exempt obligation that is not a private activity bond (see below) is a tax-exempt governmental obligation. This includes a bond issued by a qualified volunteer fire department under section 150(e). Private activity bond. This includes an obligation issued as part of an issue in which: • More than 10% of the proceeds are to be used for any private activity business use, and • More than 10% of the payment of principal or interest of the issue is either (a) secured by an interest in property to be used for a private business use (or payments for such property) or (b) to be derived from payments for property (or borrowed money) used for a private business use. It also includes a bond, the proceeds of which (a) are to be used directly or indirectly to make or finance loans (other than loans described in section 141(c)(2)) to persons other than governmental units and (b) exceeds the lesser of 5% of the proceeds or $5 million. Issue price. The issue price of obligations is generally determined under Regulations section 1.148-1(b). Thus, when issued for cash, the issue price is the first price at which a substantial amount of the obligations are sold to the public. To determine the issue price of an obligation issued for property, see sections 1273 and 1274 and the related regulations. Issue. Generally, obligations are treated as part of the same issue if they are issued by the same issuer, on the same date, and in a single transaction, or.a series of related transactions. However, obligations issued during the same calendar year (a) under a loan agreement under which amounts are to be advanced periodically (a "draw -down loan") or (b) with a term not exceeding 270 days, may be treated as part of the same issue if the obligations are equally and ratably secured under a single indenture or loan agreement and are issued under a common financing arrangement (for example, under the same official statement periodically updated to reflect changing factual circumstances). Also, for obligations issued under a draw -down loan that meet the requirements of the preceding sentence, obligations issued during different calendar years may be treated as part of the same issue if all of the amounts to be advanced under the draw -down loan are reasonably expected to be advanced within 3 years of the date of issue of the first obligation. Likewise, obligations (other than private activity bonds) issued under a single agreement that is in the form of a lease or installment sale may be treated as part of the same issue if all of the property covered by that agreement is reasonably expected to be delivered within 3 years of the date of issue of the first obligation. Arbitrage rebate. Generally, interest on a state or local bond is not tax-exempt unless the issuer of the bond rebates to the United States arbitrage profits earned from investing proceeds of the bond in higher yielding nonpurpose investments. See section 148(f). Construction issue. This is an issue of tax-exempt bonds that meets both of the following conditions: 1. At least 75% of the available construction proceeds are to be used for construction expenditures with respect to property to be owned by a governmental unit or a section 501(c)(3) organization, and 2. All the bonds that are part of the issue are qualified 501(c)(3) bonds, bonds that are not private activity bonds, or private activity bonds issued to finance property to be owned by a governmental unit or a section 501(c)(3) organization. In lieu of rebating any arbitrage that may be owed to the United States, the issuer of a construction issue may make an irrevocable election to pay a penalty. The penalty is equal to 1 l/2% of the amount of construction proceeds that do not meet certain spending requirements. See section 148(f)(4)(C) and the Instructions for Form 8038-T. Specific Instructions Part I—Reporting Authority Amended return. An issuer may file an amended return to change or add to the information reported on a previously filed return for the same date of issue. If you are filing to correct errors or change a previously filed return, check the Amended Return box in the heading of the form. The amended return must provide all the information reported on the original return, in addition to the new or corrected information. Attach an explanation of the reason for the amended return and write across the top, "Amended Return Explanation." Failure to attach an explanation may result in a delay in processing the form. Line 1. The issuer's name is the name of the entity issuing the obligations, not the name of the entity receiving the benefit of the financing. For a lease or installment sale, the issuer is the lessee or the purchaser. Line 2. An issuer that does not have an employer identification number (EIN) should apply for one on Form SS -4, Application for Employer Identification Number. You can get this form on the IRS website at IRS.gov or by calling 1 -800 -TAX -FORM (1-800-829-3676). You may receive an EIN by telephone by following the instructions for Form SS -4. Line 3a. If the issuer wishes to authorize a person other than an officer or other employee of the issuer (including a legal representative or paid preparer) to communicate with the IRS and whom the IRS may contact about this return (including in writing or by telephone), enter the name of such person here. The person listed in line 3a must be an individual. Do not enter the name and title of an officer or other employee of the issuer here (use line 10a for that purpose). Note. By authorizing a person other than an authorized officer or other employee of the issuer to communicate with the IRS and whom the IRS may contact about this return, the issuer authorizes the IRS to communicate directly with the individual entered on line 3a and consents to disclose the issuer's return information to that individual, as necessary, to process this return. Lines 4 and 6. If you listed an individual on line 3a to.communicate with the IRS and whom the IRS may contact about this return, enter the number and street (or P.O. box if mail is not delivered to street address), city, town, or post office, state, and ZIP code of that person. Otherwise, enter the issuer's number and street (or P.O. box if mail is not delivered to street address), city, town, or post office, state, and ZIP code. Note. The address entered on lines 4 and 6 is the address the IRS will use for all written communications regarding the processing of this return, including any notices. Line 5. This line is for IRS use only. Do not make any entries in this box. Line 7. The date of issue is generally the date on which the issuer physically -2- exchanges the bonds that are part of the issue for the underwriter's (or other purchaser's) funds. For a lease or installment sale, enter the date interest starts to accrue in a MM/DD/YYYY format. Line 8. If there is no name of the issue, please provide other identification of the issue. Line 9. Enter the CUSIP (Committee on Uniform Securities Identification Procedures) number of the bond with the latest maturity. If the issue does not have a CUSIP number, write "None." Line 10a. Enter the name and title of the officer or other employee of the issuer whom the IRS may call for more information. If the issuer wishes to designate a person other than an officer or other employee of the issuer (including a legal representative or paid preparer) whom the IRS may call for more information about the return, enter the name, title, and telephone number of such person on lines 3a and 3b. A CAUTION Complete lines 10a and lob even if you complete lines 3a and 3b. Part I1—Type of Issue CAUTION Elections referred to in Part 11 are made on the original bond documents, not on this form. Identify the type of obligations issued by entering the corresponding issue price (see Issue price under Definitions earlier). Attach a schedule listing names and EINs of organizations that are to use proceeds of these obligations, if different from those of the issuer, include a brief summary of the use and indicate whether or not such user is a governmental or nongovernmental entity. Line 18. Enter a description of the issue in the space provided. Line 19.. If the obligations are short-term tax anticipation notes or warrants (TANs) or short-term revenue anticipation notes or warrants (RANs), check box 19a. If the obligations are short-term bond anticipation notes (BANs), issued with'the expectation that they will be refunded with the proceeds of long-term bonds at some future date, check box 19b. Do not check both boxes. Line 20. Check this box if property other than cash is exchanged for the obligation, for example, acquiring a police car, a fire truck, or telephone equipment through a series of monthly payments. (This type of obligation is sometimes referred to as a "municipal lease.") Also check this box if real property is directly acquired in exchange for an obligation to make periodic payments of interest and principal. Do not check this box if the proceeds of the obligation are received in the form of cash, even if the term "lease" is used in the title of the issue. Part IH -Description of Obligations Line 21. For column (a), the final maturity date is the last date the issuer must redeem the entire issue. For column (b), see Issue price under Definitions earlier. For column (c), the stated redemption price at maturity of the entire issue is the sum of the stated redemption prices at maturity of each bond issued as part of the issue. For a lease or installment sale, write "N/A" in column (c). For column (d), the weighted average maturity is the sum of the products of the issue price of each maturity and the number of years to maturity (determined separately for each maturity and by taking into account mandatory redemptions), divided by the issue price of the entire issue (from line 21, column (b)). For a lease or installment sale, enter instead the total number of years the lease or installment sale will be outstanding. For column (e), the yield, as defined in section 148(h), is the discount rate that, when used to compute the present value of all payments of principal and interest to be paid on the obligation, produces an amount equal to the purchase price, including accrued interest. See Regulations section 1.148-4 for specific rules to compute the yield on an issue. If the issue is a variable rate issue, write "VR" as the yield of the issue. For other than variable rate issues, carry the yield out to four decimal places (for example, 5.3125%). If the issue is a lease or installment sale, enter the effective rate of interest being paid. Part IV -Uses of Proceeds of Bond Issue For a lease or installment sale, write "N/A" in the space to the right of the title for Part IV. Line 22. Enter the amount of proceeds that will be used to pay interest from the date the bonds are dated to the date of issue. Line 24. Enter the amount of the proceeds that will be used to pay bond issuance costs, including fees for trustees and bond counsel. If no bond proceeds will be used to pay bond issuance costs, enter zero. Do not leave this line blank. Line 25. Enter the amount of the proceeds that will be used to pay fees for credit enhancement that are taken into account in determining the yield on the issue for purposes of section 148(h) (for example, bond insurance premiums and certain fees for letters of credit). Line 26. Enter the amount of proceeds that will be allocated to such a fund. Line 27. Enter the amount of the proceeds that will be used to pay principal, interest, or call premium on any other issue of bonds within 90 days of the date of issue. Line 28. Enter the amount of the proceeds that will be used to pay principal, interest, or call premium on any other issue of bonds after 90 days of the date of issue, including proceeds that will be used to fund an escrow account for this purpose. Part V -Description of Refunded Bonds Complete this part only if the bonds are to be used to refund a prior issue of tax-exempt bonds. For a lease or installment sale, write "N/A" in the space to the right of the title for Part V. Lines 31 and 32. The remaining weighted average maturity is determined without regard to the refunding. The weighted average maturity is determined in the same manner as on line 21, column (d). Line 34. If more than a single issue of bonds will be refunded, enter the date of issue of each issue. Enter the date in an MM/DD/YYYY format. Part VI -Miscellaneous Line 35. An allocation of volume cap is required if the nonqualified amount for the issue is more than $15 million but is not more than the amount that would cause the issue to be private activity bonds. Line 36. If any portion of the gross proceeds of the issue is or will be invested in a guaranteed investment contract (GIC), as defined in Regulations section 1.148-1(b), enter the amount of the gross proceeds so invested, as well as the final maturity date of the GIC and the name of the provider of such contract. Line 37. Enter the amount of the proceeds of this issue used to make a loan to another governmental unit, the interest of which is tax-exempt. Line 38. If the issue is a loan of proceeds from another tax-exempt issue, check the box and enter the date of issue, EIN, and name of issuer of the master pool obligation. Line 40. Check this box if the issue is a construction issue and an irrevocable election to pay a penalty in lieu of arbitrage rebate has been made on or before the date the bonds were issued. The penalty is payable with a Form 8038-T for each 6 -month period after the date the bonds are issued. Do not make any payment of penalty in lieu of arbitrage rebate with this form. See Rev. Proc. 92-22, 1992-1 C.B. 736 for rules regarding the "election document." Line 41a. Check this box if the issuer has identified a hedge on its books and records according to Regulations sections 1.148-4(h)(2)(viii) and 1.148-4(h)(5) that permit an issuer of tax-exempt bonds to identify a hedge for it to be included in yield calculations for computing arbitrage. Line 42. In determining if the issuer has super -integrated a hedge, apply the rules of Regulations section 1.148-4(h)(4). If the hedge is super -integrated, check the box. Line 43. If the issuer takes a "deliberate action" after the issue date that causes -3- the conditions of the private business tests or the private loan financing test to be met, then such issue is also an issue of private activity bonds. Regulations section 1.141-2(d)(3) defines a deliberate action as any action taken by the issuer that is within its control regardless of whether there is intent to violate such tests. Regulations section 1.141-12 explains the conditions to taking remedial action that prevent an action that causes an issue to meet the private business tests or private loan financing test from being treated as a deliberate action. Check the box if the issuer has established written procedures to ensure timely remedial action for all nonqualified bonds according to Regulations section 1.141-12 or other remedial actions authorized by the Commissioner under Regulations section 1.141-12(h). Line 44. Check the box if the issuer has established written procedures to monitor compliance with the arbitrage, yield restriction, and rebate requirements of section 148. Line 45a. Check the box if some part of the proceeds was used to reimburse expenditures. Figure and then enter the amount of proceeds that are used to reimburse the issuer for amounts paid for a qualified purpose prior to the issuance of the bonds. See Regulations section 1.150-2. Line 45b. An issuer must adopt an official intent to reimburse itself for preissuance expenditures within 60 days after payment of the original expenditure unless excepted by Regulations section 1.150-2(f). Enter the date the official intent was adopted. See Regulations section 1.150-2(e) for more information about official intent. Signature and Consent An authorized representative of the issuer must sign Form 8038-G and any applicable certification. Also print the name and title of the person signing Form 8038-G. The authorized representative of the issuer signing this form must have the authority to consent to the disclosure of the issuer's return information, as necessary to process this return, to the person(s) that have been designated in Form 8038-G. Note. If the issuer in Part 1, lines 3a and 3b authorizes the IRS to communicate (including in writing and by telephone) with a person other than an officer or other employee of the issuer, by signing this form, the issuer's authorized representative consents to the disclosure of the issuer's retum information, as necessary to process this return, to such person. Paid Preparer If an authorized officer of the issuer filled in this return, the paid preparer's space should remain blank. Anyone who prepares the return but does not charge the organization should not sign the return. Certain others who prepare the return should not sign. For example, a regular, full-time employee of the issuer, such as a clerk, secretary, etc., should not sign. Generally, anyone who is paid to prepare a return must sign it and fill in the other blanks in the Paid Preparer Use Only area of the return. The paid preparer must: • Sign the retum in the space provided for the preparer's signature (a facsimile signature is acceptable), • Enter the preparer information, and • Give a copy of the return to the issuer. Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time is: -4- Learning about the law or 2 hr., 41 min. the form Preparing, copying, 3 hr., 3 min. assembling, and sending the form to the IRS If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Internal Revenue Service, Tax Products Coordinating Committee, SE:W:CAR:MP:T:M:S, 1111 Constitution Ave. NW, IR -6526, Washington, DC 20224. Do not send the form to this office. Instead, see Where To File. Form 8038-G (Rev. September 2011) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC. OMB No. 1545-0720 If Amended Return, check here ► 0 1 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) 3 11: ` r 6 City, town, or post office, state, and ZIP code 7 Date of issue 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 instructions) 10b Telephone number of officer or other employee shown on 10a Part II 11 Type of Issue (enter the issue price). See the instructions and attach schedule. Education 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other. Describe ► 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 11 12 13 14 15 16 17 18 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 price at maturity Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest (d) Weighted average maturity years 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement 24 (e) Yield 22 % 23 25 26 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues 29 Total (add lines 24 through 28) 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . Description of Refunded Bonds. Complete this part only for refunding bonds. Enter the remaining weighted average maturity of the bonds to be currently refunded . . Enter the remaining weighted average maturity of the bonds to be advance refunded . . . Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) Part V 31 32 33 27 28 29 30 ► years ► years ► 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) Form 8038-G (Rev. 9-2011) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) 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 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 ► 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 Po - 41a 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► c Type of hedge 10.- d d Term of hedge I. 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 10- 44 44 If the issuer has established written procedures to monitor the requirements of section 148, check box 10.- 45a 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount 35 36a 37 of reimbursement ► b Enter the date the official intent was adopted ► Signature and Consent Paid Preparer Use Only Under penalties of perjury, l declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's retum information, as necessary to process this retum, to the person that I have authorized above. Signature of issuer's authorized representative Date Alan McGraw, Mayor Type or print name and title Print/Type preparer's name Preparer's signature Date Check ❑ if self-employed PTIN Firm's name ► Firm's address ► Firm's EIN ► Phone no. Form 8038-G (Rev. 9-2011) ROUND ROCK, TEXAS PURPOSE. PASSIM PROSPERITY City of Round Rock Agenda Item Summary Agenda Number: H.5 Title: Consider a resolution authorizing the Mayor to execute a financing agreement with US Bancorp Government Leasing and Finance, Inc. Type: Resolution Governing Body: City Council Agenda Date: 9/12/2013 Dept Director: Cheryl Delaney, Finance Director Cost: $17,934.50 Indexes: General Debt Service Fund Attachments: Resolution, Exhiibit A, Invitation for Bid, Bid Tab, US Bancorp Response Text of Legislative File 13-679 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 $1,000,000.00, financed at an effective interest rate of 1.021%, with a three year amortization (semi-annual payments of $169,655.75) 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 equipment and vehicles in the Fire apparatus replacement program. Tax-exempt lease purchase financing is a technique that allows for the City to Purchase equipment and make periodic lease payments over the useful life of the asset. Lease payments are made out of the debt portion of the property tax rate. Cost: Total interest costs at 1.021%, $17,934.50 Source of Funds: General Debt Service Fund Action: Staff recommends approval. City of Round Rock Page 1 Printed on 9/10/2013 EXECUTED ORIGINAL DOCUMEN1S FOLLOW DOCUMENT CHECKLIST PLEASE EXECUTE TWO (2) ORIGINALS OF ALL DOCUMENTS RETURN ALL ORIGINALS TO: U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. FRANCINE NEVILLE 950 17TH STREET, 7TH FLOOR DENVER, CO 80202 303-585-4077 > Master Tax -Exempt Lease Purchase Agreement — This document must be executed in the presence of a witness/attestor. The attesting witness does not have to be a notary, just present at the time of execution. > Addendum/Amendment to Master Tax -Exempt Lease Purchase Agreement — This document must be executed in the presence of a witness/attestor. The attesting witness does not have to be a notary, just present at the time of execution. > Property Schedule No. 1 - This document must be executed in the presence of a witness/attestor. The attesting witness does not have to be a notary, just present at the time of execution. > Property Description and Payment Schedule — Exhibit 1 > Lessee's Counsel's Opinion — Exhibit 2. This exhibit will need to be executed by your attorney, dated and placed on their letterhead. Your attorney will likely want to review the agreement prior to executing this opinion. > Lessee's Certificate — Exhibit 3. 1) Please fill in the person's title who will be executing the certificate in the first paragraph (note: the person who signs this exhibit cannot be the same person as the executing official(s) for all other documents); 2) Please fill in the date that the governing body met in Line 1; 3) In the middle set of boxes, please print the name of the executing official(s) in the far left box, print their title(s) in the middle box and have the executing official(s) sign the line in the far right hand box; 4) Include in your return package a copy of the board minutes or resolution for our files; and 5) The exhibit should be executed by someone other than the executing official(s) named in the center box. ➢ Payment of Proceeds Instructions — Exhibit 4. This is for the vendor payment information. If more than one vendor is being paid please make copies of this exhibit and fill out as many as are needed. > Acceptance Certificate — Exhibit 5. The date that all equipment is delivered, installed and accepted is the date that should be placed on the "DATE" line. If moneys are being deposited into escrow this exhibit should be held and returned with the final disbursement from the escrow account. > Bank Qualification and Arbitrage Rebate — Exhibit 6. > Insurance Authorization and Verification — To be filled out by the Lessee and sent to your insurance carrier. A valid insurance certificate, or self-insurance letter if the Lessee self -insures, is required prior to funding. > Notification of Tax Treatment — Please provide your State of Sales/Use tax Exemption Certificate. ➢ Form 8038-G — Blank form provided to Lessee. Please consult your local legal/bond counsel to fill out. > Affidavit ��3-09-- 5 Master Tax -Exempt Lease/Purchase Agreement Between: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor") 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 And: City of Round Rock, Texas (the "Lessee") 221 E. Main Street Round Rock, TX 78681 Attention: Ron Hunter Telephone: 512-218-5457 Dated: September 24, 2013 ARTICLE I DEFINITIONS The following terms will have the meanings indicated below unless the context dearly requires otherwise: "Agreement" means this Master Tax -Exempt Lease/Purchase Agreement, including all exhibits and schedules attached hereto. "Code" is defined in Section 3.01(0. "Commencement Date" is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences, which date shall be set forth in such Property Schedule. "Event of Default" is defined in Section 13.01. "Lease Payments" means the Lease Payments payable by Lessee under Article VI of this Agreement and each Property Schedule, as set forth in each Property Schedule. "Lease Payment Dates" means the Lease Payment dates for the Lease Payments as set forth in each Property Schedule. "Lease Term" means, with respect to a Property Schedule, the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder shall be set forth in such Property Schedule, as provided in Section 4.02. "Lessee" means the entity identified as such in the first paragraph hereof, and its permitted successors and assigns. "Lessor" means the entity identified as such in the first paragraph hereof, and its successors and assigns. "Original Term" means, with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date. "Property" means, collectively, the property lease/purchased pursuant to this Agreement, and with respect to each Property Schedule, the property described in such Property Schedule, and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX. "Property Schedule" means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be numbered consecutively, beginning with Property Schedule 2. "Purchase Price" means the amount that Lessee may, in its discretion, pay to Lessor to purchase the Property under a Property Schedule, as provided in Section 11.01 and as set forth in the Property Schedule. "Renewal Terms" means the renewal terms of a Property Schedule, each having a duration of one year and a term coextensive with Lessee's budget year. "State" means the state where Lessee is located. "Vendor" means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Lessor or Lessee purchased or is purchasing all or any portion of the Property. ARTICLE II 2.01 Property Schedules Separate Financings. Each Property Schedule executed and delivered under this Agreement shall be a separate financing, distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of an Event of Default with respect to a Property Schedule, Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Property Schedule, and except as expressly provided in Section 12.02 below, Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Property Schedules unless an Event of Default has also occurred under such other Property Schedules. ARTICLE III 3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its goveming body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential govemmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets, and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, govemmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor. (f) (g) ARTICLE IV 4.01 Lease of Property. On the Commencement Date of each Property Schedule executed hereunder, Lessor will be deemed to demise, lease and let to Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property Schedule, for the Lease Term set forth in such Property Schedule. 4.02 Lease Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final Lease Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01, unless terminated sooner pursuant to this Agreement or the Property Schedule. 4.03 Delivery, Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations specified in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. To the extent funds are deposited under an escrow agreement or trust agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such Property Schedule is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule. ARTICLE V 5.01 Enjoyment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the subject Property Schedule. 5.02 Location; Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property. ARTICLE VI 6.01 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments under this Agreement and each Property Schedule hereunder shall constitute a binding contractual obligation of Lessee for the full Term of each such Property Schedule. Lessee covenants to include all such Lease Payments due under the Property Schedule in its annual budget and to make the necessary annual appropriation for all such Lease Payments. Neither this Agreement nor any Property Schedule shall be subject to termination by Lessee in the event that Lessee fails to appropriate any Lease Payments. 6.02 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Property Schedule, exclusively from legally available funds, in lawful money of the United States of America, to Lessor in such amounts and on such dates as described in the applicable Property Schedule, at Lessor's address set forth on the first page of this Agreement, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments under a Property Schedule in an amount sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease Payment. In addition, Lessee shall pay a late charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less.. 6.03 Interest Component. A portion of each Lease Payment due under each Property Schedule is paid as, and represents payment of, interest, and each Property Schedule hereunder shall set forth the interest component (or method of computation thereof) of each Lease Payment thereunder during the Lease Term. 6.04 Lease Payments to be Unconditional. THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02. 6.05 Section is hereby deleted in its entirety. 6.06 Section is hereby deleted in its entirety. 6.07 Defeasance of Lease Payments. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the principal component and interest component accruing under a Property Schedule, a sum of cash and non -callable securities consisting of direct obligations of, or obligations the principal of an interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof, in such aggregate amount, bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title and interest of Lessor in the Property under said Property Schedule shall terminate. Lessee shall cause such investment to comply with the requirements of federal tax law so that the exclusion from gross income of the interest component of Lease Payments on said Property Schedule is not adversely affected. ARTICLE VII 7.01 Title to the Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State, title to the Property shall vest in Lessee, subject to Lessor's interests under the applicable Property Schedule and this Agreement. 7.02 Personal Property. The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, fumish a waiver of any interest in the Property from any party having an interest in any such real estate or building. 7.03 Security Interest. To the extent permitted by law and to secure the performance of all of Lessee's obligations under this Agreement with respect to a Property Schedule, including without limitation all Property Schedules now existing are hereafter executed, Lessee grants to Lessor, for the benefit of Lessor and its successors and assigns, a security interest constituting a first lien on Lessee's interest in all of the Property under the Property Schedule, whether now owned or hereafter acquired, all additions, attachments, alterations and accessions to the Property, all substitutions and replacements for the Property, and on any proceeds of any of the foregoing, including insurance proceeds. Lessee shall execute any additional documents, including financing statements, affidavits, notices and similar instruments, in form and substance satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a security interest in the Property in favor of Lessor and its successors and assigns. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish, maintain and perfect such security interest. ARTICLE VIII 8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working order and in compliance with the manufacturer's specifications, shall use, operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership, possession, use and maintenance, and shall keep the Property free and clear of all liens and claims, other than those created by this Agreement. Lessee shall have sole responsibility to maintain and repair the Property. Should Lessee fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturer's specifications, and if requested by Lessor, Lessee will enter into maintenance contracts for the Property in form approved by Lessor and with approved providers. 8.02 Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a govemmental or proprietary purpose of Lessee and, therefore, that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Property Schedules hereunder have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption. Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Lessee shall pay when due all taxes and govemmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property. 8.03 Insurance. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Property against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount equal to at least the outstanding principal component of Lease Payments, and (b) liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, and (c) worker's compensation insurance covering all employees working on, in, near or about the Property; provided that Lessee may self -insure against all such risks. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance shall be with insurers that are authorized to issue such insurance in the State. All such liability insurance shall name Lessor as an additional insured. All such casualty insurance shall contain a provision making any losses payable to Lessor and Lessee as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Such changes shall not become effective without Lessor's prior written consent. Lessee shall fumish to Lessor, on or before the Commencement Date for each Property Schedule, and thereafter at Lessor's request, certificates evidencing such coverage, or, if Lessee self -insures, a written description of its self-insurance program together with a certification from Lessee's risk manager or insurance agent or consultant to the effect. that Lessee's self-insurance program provides adequate coverage against the risks listed above. 8.04 Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order, Lessor may, but shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the applicable Property Schedule and shall be due and payable on the next Lease Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. ARTICLE IX 9.01 Damage or Destruction. If (a) the Property under a Property Schedule or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or the temporary use of, the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any govemmental body or by any person, firm or corporation acting pursuant to govemmental authority, Lessor and Lessee will cause the Net Proceeds (as hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Property, unless Lessee shall have exercised its right to defease the Property Schedule as provided herein, or unless Lessee shall have exercised its option to purchase Lessor's interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. 9.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 9.01, Lessee shall (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds and, if Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Section 6.02, or (b) defease the Property Schedule pursuant to Section 6.07, or (c) exercise its option to purchase Lessor's interest in the Property pursuant to the optional purchase provisions of the Property Schedule, if any. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after such defeasance or purchase may be retained by Lessee. ARTICLE X 10.01 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the Property from the Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that (a) neither the Vendor nor any sales representative or other agent of Vendor, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Property Schedules, or the existence, furnishing, functioning or use of any item, product or service provided for in this Agreement or the Property Schedules. 10.02 Vendor's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (including without limitation warranties) related to the Property against the Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property. 10.03 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property; provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Property or its interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation, inquiry, claim or action by any governmental authority which could adversely affect this Agreement, any Property Schedule or the Property thereunder. 10.04 Modifications. Subject to the provisions of this Section, Lessee shall have the right, at its own expense, to make alterations, additions, modifications or improvements to the Property. All such alterations, additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the provisions of this Agreement. Such alterations, additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, on completion of any alterations, additions, modifications or improvements made pursuant to this Section, shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such alterations, additions, modifications and improvements. Lessee shall, at its own expense, make such alterations, additions, modifications and improvements to the Property as may be required from time to time by applicable law or by any governmental authority. ARTICLE XI 11.01 Option to Purchase. Lessee shall have the option to purchase Lessor's entire interest in all of the Property subject to a Property Schedule and to terminate any restrictions herein on the Property under such Property Schedule on the last day of the Lease Term for a Property Schedule, if the Property Schedule is still in effect on such day, upon payment in full of the Lease Payments due thereunder plus payment of One (1) Dollar to Lessor. Lessee shall give written notice to Lessor of its intent to purchase Lessor's interest in the Property at least sixty (60) days prior to the last day of the Lease Term for applicable Property Schedule. Upon exercise of the purchase option as set forth in this Section 11.01 and payment of the purchase price under the applicable Property Schedule, and performance by Lessee of all other terms, conditions and provisions hereof, Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or recourse to Lessor, of all of Lessor's right, title and interest in and to the Property subject to such Property Schedule to Lessee. 11.02 Option to Prepay. Lessee shall have the option to prepay in whole the Lease Payments due under a Property Schedule, but only if the Property Schedule so provides, and on the terms set forth in the Property Schedule. ARTICLE XII 12.01 Assignment by Lessor. Lessor's right, title and interest in, to and under each Property Schedule and the Property under such Property Schedule may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee; provided that any assignment shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules. 12.02 Property Schedules Separate Financings. Assignees of the Lessor's rights in one Property Schedule shall have no rights in any other Property Schedule unless such rights have been separately assigned.. 12.03 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. 12.04 Release and Indemnification Covenants. To the extent permitted by applicable law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest (collectively, "Losses") arising out of or resulting from the entering into this Agreement, any Property Schedules hereunder, the ownership of any item of the Property, the loss of federal tax exemption of the interest on any of the Property Schedules, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Property or any accident in connection with the operation, use, condition, possession, storage or return of any item of the Property resulting in damage to property or injury to or death to any person; provided, however, that Lessee shall not be required to indemnify Lessor for Losses arising out of or resulting from Lessor's own willful or negligent conduct, or for Losses arising out of or resulting from Lessor' preparation of disclosure material relating to certificates of participation in this Agreement and any Property Schedule (other than disclosure material provided to Lessor by Lessee). The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement, or the applicable Property Schedule, or the termination of the Lease Term for such Property Schedule for any reason. ARTICLE XIII 13.01 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Property Schedule: (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the noticecannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days. The foregoing provisions of Section 13.01 are subject to the following limitation: if by reason of force maieure Lessee is unable in whole or in part to perform its agreements under this Agreement and the Property Schedule (other than the obligations on the part of Lessee contained in Article VI hereof) Lessee shall not be in default during the continuance of such inability. The term "force maieure" as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of Lessee. 13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (c) (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly retum any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attomeys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii). 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power ,may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as may be required in this Article. 13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement, Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attomey fees, whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid and shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law. ARTICLE XIV 14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any assignee at its address as it appears on the registration books maintained by Lessee. 14.02 Arbitrage Certificates. Unless a separate Arbitrage Certificate is delivered on the Commencement Date, Lessee shall be deemed to make the following representations and covenants as of the Commencement Date for each Property Schedule: (a) The estimated total costs, including taxes, freight, installation, cost of issuance, of the Property under the Property Schedule will not be less than the total principal amount of the Lease Payments. (b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months after the Commencement Date and the Property is expected to be delivered and installed, and the Vendor fully paid, within eighteen months from the Commencement Date. Lessee will pursue the completion of the Property and the expenditure of the net proceeds of the Property Schedule with due diligence. (c) Other than the Special Interest and Sinking Fund, which is sized and designed to provide the annual Rental Payments on a Property Schedule, Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Lease Payments under the Property Schedule, or (ii) that may be used solely to prevent a default in the payment of the Lease Payments under the Property Schedule. (d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Lease Payments under the Property Schedule. There are no other obligations of Lessee which (i) are being sold within 15 days of the Commencement Date of the Property Schedule; (ii) are being sold pursuant to the same plan of financing as the Property Schedule; and (iii) are expected to be paid from substantially the same source of funds. (f) The officer or official who has executed the Property Schedule on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure of the proceeds of the Property Schedule. To the best of Lessee's knowledge, information and belief, the facts and estimates set forth in herein are accurate and the expectations of Lessee set forth herein are reasonable. 14.03 Further Assurances. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory financing statements, continuation statements, certificates of title and the like, and to take all such action as may be necessary or appropriate, from time to time, in the reasonable opinion of Lessor, to perfect, confirm, establish, reestablish, continue, or complete the interests of Lessor in this Agreement and the Property Schedules, to consummate the transactions contemplated hereby and thereby, and to carry out the purposes and intentions of this Agreement and the Property Schedules. 14.04 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. 14.05 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 14.06 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Lessor or Lessee in the negotiation, administration, performance or enforcement hereof. 14.07 Amendments, Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of all assignees shall be required to any amendment or modification before such amendment or modification shall be applicable to any outstanding Property Schedule. 14.08 Execution in Counterparts. This Agreement and the Property Schedules hereunder may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 14.09 Applicable Law. This Agreement shall be govemed by and construed in accordance with the laws of the State. 14.10 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. (e) (CONTINUED ON NEXT PAGE) IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. Lessor: U.S. Bancorp Government Leasing an Finance, 1 c. 111 By: t...4v i., p p viol Name: Myra Aksamit Documentation Supervisor Title: Lessee: City of Round Rock, Texas By 00114- Name: Alan McGraw Title: Mayor Attest: By: g144. 0.04 Name: Sara White Title: City Clerk ADDENDUM (TEXAS) Master Tax -Exempt Lease/Purchase Agreement THIS ADDENDUM, which is entered into as of September 24, 2013 between U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor") and City of Round Rock, Texas (Lessee"), is intended to modify and supplement the Master Tax -Exempt Lease/Purchase Agreement between Lessor and Lessee of even date herewith (the "Master Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement. 1. The Master Agreement is amended to delete Section 6.05. 2 Lessor and Lessee agree that lease participation certificates in any Property Schedule shall not be issued without the approval of the Texas Attorney General. IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized representatives as of the date first above written. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. By: I Name: Myra Aksamit Title: Documentation Supervisor Lessee: City of Round Rock, Texas By: Oth it/ Name: Alan McGraw Title: Mayor Name: Sara White Title: City Clerk Property Schedule No. 1 Master Tax -Exempt Lease/Purchase Agreement This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax - Exempt Lease/Purchase Agreement (the "Master Agreement"), dated as of September 24, 2013, between U.S. Bancorp Government Leasing and Finance, Inc., and City of Round Rock, Texas. 1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date. The Commencement Date for this Property Schedule is September 24, 2013. 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2. 5. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 3. 6. Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit 4. 7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5. 8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit 1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of prepayment. 9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6. 10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by September 24, 2013. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. By: Name: Myra Aksamit Documentation Supervisor Title: Lessee: City of Round Rock, Texas By: OM 4----------° Name: Alan Mcgraw Title: Mayor Attest: By Name: Sara White Title: City Clerk EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. PROPERTY LOCATION: 221 E. Main Street Address Round Rock, TX 78681 City, State Zip Code USE: Various Vehicles - This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Lease Payment Schedule Total Principal Amount: $1,000,000.00 Payment No. Due Date Lease Payment Principal Portion Interest Portion Termination Amount (After Making Payment for said Due Date) 1 24 -Mar -2014 169,655. /5 164,553.25 5,102.50 860,510.15 2 24 -Sep -2014 169,655. /5 165,392.88 4,262.8 / 690,155.49 3 24 -Mar -2015 169,655./5 166,236.80 3,418.95 518,931.58 4 24 -Sep -2015 169,655./5 16/,085.02 2,570./3 346,834.01 5 24 -Mar -2016 169,655./5 161,93/.5/ 1,/18.18 1 /3,858.31 6 24 -Sep -2016 169,655./5 168,194.4/ 861.2/ 0.00 TOTALS: 1,017,934.49 1,000,000.00 17,934.49 Interest Rate: 1.02% Lessee: City of Round Rock, Texas By: OM Name: Alan McGraw Title: Mayor EXHIBIT Al Property Description ITENt r DEPT. VENDOR INV. ii INV. AMNT 1 i1 Planning Philpott Motors i 235509 $ 16,268.25 j 2 I WTP Philpott Motors 235797 $ 16,892.75 I; 3 T Police Philpott Motors 235621 $ 18,360.15 } 4 1 Police` 1 Philpott Motors 235818 $ 22,210.25 5 I Police Caldwell County Chevrolet i 03231015 $ 25,109.34 I i- Police L Caldwell County Chevrolet j 09231141 $ 25,109.33 7 1 Ponce _ Caldwell County Chevrolet 05232379 $ 25,109.33 8 r Drainage Professional Turf Products 3.020720-00 $ 17,729 32 fiTrans Traffic and Parking Control 414603•R $ 5,538.82 10 { Trans 11 . Trans 12 I Trans 13 I Trans 14 Trans 151 " Trans —_- 16 ; Trans 171 Trans 18 ; PARD 19 Is Fire_ 20I Fire --- 21 'E Police 22 23 Traffic and Parking Control 1 Toytalift of Texas Traffic and Parking Control Traffic and Parking Control j Traffic and Parking Control L H&E Equipment Services Waukesha -Pearce indutries 1_ Washington Country Trailer Professional Turf Products Siddons-Martin Emergency Grp Grande Truck Center Jones Trailer Company Police j Philpott Motors Police Caldwell County Chevrolet 414603-R $ 8,449.41 DESCRIPTION F-150 Regular Cab F-150 Regular Cab E-150 Econotine Cargo Van F-150 Regular Cab Tahoe Tahoe Tahoe Spreader (SandPro) Line Lazer IV Model 3900 Grind Lazer Model 480 VIN OR 5/N F1CHSDKD83965 1FTMF1CM4DKE18849 1FTNE1EWXDDA43754 1FTEW1CM6DKE24429 1GNLC2E02DR231015 1GNLC2E07DR231141 1GNLC2E010R232379 312000358 BA8028 BA283 1P91F1016CG301720 $ 14 932.98 , Forklift 1KQ01793 1416053 $ 12,980.10 t1 Message Board 1416053 $ 12,980.10 - Message Board I 1P91F1012CG301719 I 1416053 $ 16,591.20 ; Message Board T iP91E171XCG301631 91029018 $ 14,465.59_4 Scissor Lift -Genie Model G53232 J GS3208-91555 50239348 $ 43,982.00 1 Double Drum Roller 10165030109 290437 $ 5,450.00 PJ 18 ft. Trailer 14P5TF1825D1188317 3020914.00 $ 19,369.26 j Groundmaster 328D Mower i 313000134 . 26136 $ 553,341.81 [ _ Foam Pumper 14P1C101A0DA013369 115347 $ 66,986.84 � F-350 4x4 Crew Cab 1FT8W38T6DEA40344 1 13838 $ 14,378.05 Animal Control Storage j N/A 236952 $ 22,504.20 ' F250 Regular Cab 11FD7X2A62DEB53279 1 08347267 $ 27,129.00; Tahoe ' 1GNLC2E06DR347267 EXHIBIT 2 Lessee's Counsel's Opinion September 24, 2013 Sheets & Crossfield, P.C. - ATTORNEYS AT LAW 309 East Main Street • Round Rock, TX 78664-5246 Phone 512-255-8877 . fax 512-255-8986 U.S Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Lessee: City of Round Rock, 221 East Main Street, Round Rock, TX 78664 RE: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock. Ladies and Gentlemen: I have acted as special counsel to City of Round Rock ("Lessee"), in connection with the Master Tax -Exempt Lease/Purchase Agreement, dated as of September 12, 2013 (the "Master Agreement"), between the City of Round Rock, as lessee, and U.S. Bancorp Government Leasing and Finance, Inc. as lessor ("Lessor"), and the execution of Property Schedule No. 1 (the "Property Schedule") pursuant to the Master Agreement. I have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to my opinion, I have relied upon the representations of the Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, I am of the opinion that, under the existing law: 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State of Texas, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Master Agreement and Property Schedule and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of the Lessee. 4. All proceedings of the Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and all transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles or general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeding to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning authority of Lessee to execute the Master Agreement or the Property Schedule, or the payment of principal or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. This opinion may be relied upon by the Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Property Schedule. Very Truly Yours, Stepha ! . Sheets City Attorney EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas. The undersigned, being the duly elected, qualified and acting Mayor of the City of Round Rock, Texas, ("Lessee") do hereby certify, as of September 24, 2013, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held September 12, 2013, by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above -referenced Property Schedule (the "Property Schedule") and the Master Tax -Exempt Lease/Purchase Agreement (the "Master Agreement") by the following named representative of Lessee, to wit: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE OFFICIAL 91 Alan McGraw Mayor ///9/1�F��_�EXECUTING ,F 4 _ !�, ` And/ Or 2. The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such terms are defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Lessee. 6. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. City of Round Rock Texas By: Title: City Clerk SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE. EXHIBIT 4 Payment of Proceeds Instructions U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. «Sched. No» (the "Property Schedule") to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor") and «Lessee» ("Lessee"). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the Property Schedule as follows: Name of Payee: City of Round Rock By check By wire transfer xxx If by check, Payee's address: If by wire transfer, instructions as follows: JPMorgan Chase Bank Pay to Bank Name: Bank Address: Bank Phone #: For Account of: Account No.: ABA No.: 221 W. Sixth Street, Floor 2 Austin, TX 78701 512-479-2720 City of Round Rock Operating Acct 456891386 021000021 Lessee: «Lessee» By: OM Name: Alan McGraw Title: Mayor EXHIBIT 5 'Acceptance Certificate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas Ladies and Gentlemen: In accordance with the above -referenced Master Tax -Exempt Lease/Purchase Agreement (the "Master Agreement"), the undersigned ("Lessee") hereby certifies and represents to, and agrees with, U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor"), as follows: (1) The Property, as such terms are defined in the above -referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as such terms are defined in the Master Agreement) exists at the date hereof. (3) Acceptance Date: September 24, 2013 Lessee: City of Round Rock, Texas By: 01/)/ Name: Alan McGraw Title: Mayor EXHIBIT 6 Bank Qualification And Arbitrage Rebate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and City of Round Rock, Texas Bank Qualified Tax -Exempt Obligation under Section 265 Lessee hereby designates this Property Schedule as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax-exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding $10,000,000. Arbitrage Rebate Small Issuer Exception: (a) Lessee is a governmental unit under the law of the State with general taxing powers, (b) this Property Schedule is not a private activity bond as defined in Section 141 of the Code, (c) 95% or more of the net proceeds of this Property Schedule will be used for local government activities of Lessee, and (d) the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by Lessee (and all subordinate entities thereof) during the calendar year in which the Commencement Date of this Property Schedule falls is not reasonably expected to exceed $5,000,000 (plus any additional amounts, not to exceed $10,000,000 which are for the construction, reconstruction or rehabilitation of public school facilities). Lessee: City of Round Rock, Texas By: Name: Alan McGraw Title: Mayor Notification of Tax Treatment to Tax -Exempt Lease/Purchase Agreement This Notification of Tax Treatment is pursuant to Property Schedule No. 1 to the Master Tax -Exempt Lease/Purchase Agreement dated as of September 24, 2013 and the related Property Schedule, between Lessor and Lessee (the "Agreement"). X Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and Lessee has included our tax - exemption certificate with this document package Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no tax -exemption certificate is issued to us by the State Lessee agrees that this Property Schedule is a taxable transaction and subject to any/all taxes Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those taxes directly to the State or Vendor IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly authorized representative. Lessee: City of Round Rock, Texas By:10rn 4,...----------- Name: Alan McGraw Title: Mayor TMLIRP Contract Number: 3127 Certificate of Coverage Member: Round Rock Ms. Judy Leavitt Executive Director 301 S Armstrong Ave Tulia,Texas 79088-2717 Company Affording Coverage: Texas Municipal League Intergovemmental Risk Pool (TMLIRP) PO Box 149194 Austin, TX 78714-9194 (512) 491-2300 or (800) 537-6655 Fax: (512) 491-2404 Certificate Holder: U.S. Bancorp Government Leasing and Finance, 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Inc. This is to certify that the coverages listed below have been terms, or conditions of any other contract or agreement with TMLIRP described herein is subject only to the terms, exclusions Coverage is continuous until canceled. provided to the member and are in effect at this time. Notwithstanding any requirements, respect to which this certificate may be issued or may pertain, the coverage afforded by and additions of TMLIRP's coverage contracts between TMLIRP and its member(s). General Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $1,000,000 10/1/2013 Real & Personal Property Limits of Coverage: Deductible per Occurrence: Effective Date: Anniversary Date: $218,358,631 10/1/2013 10/1/2014 10/1/2014 Sudden Events Involving Pollution (Each Occurrence): $1,000,000 $2,500 Annual Aggregate: $2,000,000 Mobile Equipment Limits of Coverage: Deductible per Occurrence: Effective Date: Anniversary Date: $5,211,521 10/1/2013 Deductible per Occurrence: $2,500 10/1/2014 Law Enforcement Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $2,500 Boiler & Machinery - Broad Form Per Accident Limit: Deductible per Occurrence: Effective Date: Anniversary Date: $18,500,000 10/1/2013 Annual Aggregate: 10/1/2014 Deductible per Occurrence: Errors and Omissions Liability Effective Date: Anniversary Date: Limits of Liability(Each Wrongful Act): $2,500 Mortgagee Loss Payee Loan Number: Yes No X Annual Aggregate: X Deductible per Occurrence: Auto Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): Year/Make/Model VIN Value Deductible per Occurrence: Auto Physical Damage Effective Date: Anniversary Date: Limits of Liability: Collision Deductible: Comprehensive Deductible: Yes No Loss Payee: L Loan Number: DESCRIPTION: Evidence of Coverage II d t I Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof, TMLIRP wi en eavor o mai 30 days written notice to the above named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon TMLIRP. Authorized Representatiiv Date Issued 8/20/2013 X102 10/15/08 TML INTERGOVERNMENTAL RISK POOL Certificate of Coverage TMLIRP Contract Number: 13127 Member:. Round Rock Ms. Valerie LaCour Francois HR Director 221 E Main Ave Round Rock,Texas 78664 Company Affording Coverage: Texas Municipal League intergovernmental Risk Pool (TMLIRP) PO Box 149194 Austin, TX 78714-9194 (512) 491-2300 or (800) 537-6655 Fax: (512) 491-2404 Certificate Holder: U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 This is to certify that the coverages listed below have been provided to the member and are in effect at this time. Notwithstanding any requirements, terms, or conditions of any other contract or agreement with respect to which this certificate may be issued or may pertain, the coverage afforded by TMLIRP described herein is subject only to the terms, exclusions and additions of TMLIRP's coverage contracts between TMLIRP and its member(s). Coverage is continuous until canceled. General Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $1,000,000 10/1/2012 Real & Personal Property Limits of Coverage: Deductible per Occurrence: Effective Date: Anniversary Date: $218,358,631 10/1/2012 10/1/2013 10/1/2013 Sudden Events Involving Pollution (Each Occurrence): $1,000,000 $2,500 Annual Aggregate: $2,000,000 Mobile Equipment Limits of Coverage: Deductible per Occurrence: Effective Date: Anniversary Date: $5,211,521 10/1/2012 Deductible per Occurrence: $2,500 10/1/2013 Law Enforcement Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): $2,500 Boiler & Machinery - Broad Form Per Accident Limit: Deductible per Occurrence: Effective Date: Anniversary Date: .$18,500,000 10/1/2012 Annual Aggregate: 10/1/2013 Deductible per Occurrence: Errors and Omissions Liability Effective Date: Anniversary Date: Limits of Liability(Each Wrongful Act): $2,500 Mortgagee Loss Payee Loan Number: Yes No X Annual Aggregate: X Deductible per Occurrence: Auto Liability Effective Date: Anniversary Date: Limits of Liability (Each Occurrence): Year/Make/Model VIN Value Deductible per Occurrence: Auto Physical Damage Effective Date: Anniversary Date: Limits of Liability: Collision Deductible: Comprehensive Deductible: Yes No Loss Payee: Loan Number: DESCRIPTION: Evidence of Coverage 1 d t Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof, TMLIRP wd en eavor o mai 30 days written notice to the above named certificate holder, but failure to mail such notice shall impose no obligafion or liability of any kind upon TMLIRP. Authorized Representative e4)' --- Date Issued 8/20/2013 X102 10/15/08 bancorp. Equipment Finance 95017th Street, 7th Floor Denver, CO 80202 usbank.com September 26, 2013 Sara White City Clerk City of Round Rock, Texas 221 E. Main Street Round Rock, Texas 78664 Dear Ms. White: ry"T I'VE!! SEP 3132013 Enclosed please find one (1) executed original of the Master Tax -Exempt Lease/Purchase Agreement dated September 24, 2013 and related Property Schedule No.1 dated September 24, 2013 by and between the City of Round Rock, Texas as Lessee and U.S. Bancorp Government Leasing and Finance, Inc. as Lessor. We thank you for your business and look forward to fulfilling any financing needs you may have in the future. Sincerely, Francine Neville Documentation Specialist STATE OF TEXAS COUNTIES OF WILLIAMSON & TRAVIS AFFIDAVIT § § § § § KNOW ALL MEN BY THESE PRESENTS: BEFORE ME, the undersigned authority, on this day personally appeared Alan McGraw, known to me to be the person whose name is subscribed to the following instrument, and who, being duly sworn upon his oath, deposed and stated as follows: 1. "My name is Alan McGraw. I am the duly elected, qualified, and acting Mayor of the City of Round Rock, Texas ("City"). I am over eighteen years of age, of sound mind, and capable of making this affidavit. I have personal knowledge of the facts recited herein, and competent to testify to all facts recited herein, and all such facts are true and correct." 2. "The City is the sole owner of the Property identified in Property Schedule No. 1 ("Property") of the Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and the City of Round. -Rock and attached hereto as Attachment A." 3. "Copies of the original titles in possession of the City have been attached hereto as Attachment B." 4. "The City is in sole possession of the Property and has full rights and power to enter into a Master Tax -Exempt Lease/Purchase Agreement for said Property." 5. "The Property has all been acquired and is located in Round Rock, Texas." 6. "There are no pending suits or judgments, executions, attachments in any court other forum with regard to the Property of any other legal obligations which may be enforced against 00281311/ss2 the Property." 7. "The City has created a special Interest and Sinking Fund (the "Interest and Sinking Fund") solely for the benefit of the Master Tax -Exempt Lease/Purchase Agreement for said Property. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying interest and principal in accordance with Exhibit 1, Property Description and Payment Schedule, of the Master Tax -Exempt Lease/Purchase Agreement. All ad valorem taxes levied and collected for and on account of the Master Tax -Exempt Lease/Purchase Agreement shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while the principal and or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax money required to pay the interest pursuant to Exhibit 1, Property Description and Payment Schedule, of the Master Tax -Exempt Lease/Purchase Agreement as such interest comes due, and to provide and maintain an Interest and Sinking Fund adequate to pay the principal pursuant to Exhibit 1, Property Description and Payment Schedule, of the Master Tax -Exempt Lease/Purchase Agreement as such principal becomes due (but never less than 2% each year), and said tax shall be based on the last approved tax rolls of the City, with full allowance made for tax delinquencies and the cost of tax collection. 7. "The City designates Property Schedule No. 1 as "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The City does not reasonably anticipate issuing tax-exempt obligations in calendar year 2013 in an amount exceeding $10,000.00. /t -- Affiant 2 STATE OF TEXAS COUNTIES OF WILLIAMSON AND TRAVIS SUBSCRIBED AND SWORN TO ME BEFORE, on this the 0/11 day of September, 2013, by Alan McGraw, to certify which witness my hand and seal of office. MY COMMISSION EXPIRES: cNtt' 1t2011p , &At NOTARY PUBLIC, STATE OF TEXAS gtvu t,�;r014 04-14e PRINTED NAME OF NOTARY ',�',. SARA LEIGH WHITE 's MY COMMISSION EXPIRES •°►11, 2016 3 ATTACHMENT A EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 1 to Master Tax -Exempt Lease/Purchase Agreement to US Bancorp Government Leasing and Finance, Inc. and City of Round Rock. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. PROPERTY LOCATION: City of Round Rock 221 East Main Street Round Rock, TX 78664 USE: Equipment, specifically described in Exhibit A — This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Total Principle Amount: $1,000,000.00 Payment No. Due Date 1 2 3 4 5 6 03/24/2014 09/24/2014 03/24/2015 09/24/2015 03/24/2016 09/24/2016 Lease Payment Schedule Lease Payment $169,655.75 $169,655.75 $169,655.75 $169,655.75 $169,655.75 $169,655.75 Principal Portion $164,553.25 $165,392.88 $166,236.80 $167,085.02 $167,937.57 $168,794.47 Interest Portion $5,102.50 $4,262.87 $3,418.95 $2,570.73 $1,718.18 $861.27 Lessee: City of Round Rock By: Name: Title: EXHIBIT A- - PROPERTY DESCRIPTION Lease Schedule No. 1 dated SEPTEMBER 12, 2013 The Property described below includes all replacements, repairs, restorations, modifications and improvements. Property Location: Property Description: VENDOR Philpott Motors Philpott Motors Philpott Motors Philpott Motors Caldwell County Chevrolet Caldwell County Chevrolet Caldwell County Chevrolet Professional Turf Products Traffic & Parking Control Traffic & Parking Control Toytalift of Texas Traffic & Parking Control Traffic & Parking Control Traffic & Parking Control H&E Equipment Services Waukesha -Pearce Industries Washington Country Trailer Professional Turfs Products Siddons-Martin Emergency Group Grande Truck Center Jones Trailer Company Philpott Motors Caldwell County Chevrolet INV. # 235509 $16,268.25 235797 $16,892.75 235621 $18,360.15 235818 $22,210.25 DR231015 $25,109.34 DR231141 $25,109.33 DR232379 $25,109.33 3020720-00 $17,729.32 414603-R $5,538.82 414603-R $8,449.41 330000023 $14,932.98 1416053 $12,980.10 221 E. Main Round Rock, TX 78664 Various titled property described as follows: INV. AMNT DESCRIPTION 1416053 1416053 91029018 50239348 290437 3020914-00 26136 115347 13838 236952 DR347267 $12,980.10 $16,591.20 $14,465.59 $43,982.00 $5,450.00 $19,369.26 $553,341.81 $66,986.84 $14, 378.05 $22,504.20 $27,129.00 Property Purchase Price Less Unreimbursed Amount Amount Financed F-150 Regular Cab F-150 Regular Cab E-150 Econoline Cargo Van F-150 Regular Cab Tahoe Tahoe Tahoe Spreader (SandPro) Line Lazer IV Model 3900 Grind Lazer Model 480 Forklift Message Board Message Board Message Board Scisoor Lift -Genie Model GS3232 Double Drum Roller PJ 18 ft. Trailer Groundmaster 328D Mower Foam Pumper F-350 4x4 Crew Cab Animal Control Storage F250 Regular Cab Tahoe $1,005,868.08 ($5,868.08) $1,000,000.00 VIN or S/N 1FTHFICHDKD83965 1FTMF1CM4DKE18849 1 FTNE 1 EWXDDA43754 1 FTEW 1 CM6DKE24429 1 GNLC2E02DR231015 1 GNLC2E07DR231141 1 GNLC2E01 DR232379 312000358 BA8028 BA283 KQ01793 1P91F1016CG301720 1P91F1012CG301719 1P91E171XCG301631 GS3208-91555 10165030109 4P5TF1825D1188317 313000134 4P ICJOIAODA013369 1 FT8W3BT6DEA40344 N/A 1 FD7X2A62DEB53279 1 GNLC2E06DR347267 ATTACHMENT B :NINININ;i-+A..ii-* H!1... :WINII-..!OILOICOI.4 M;WIA:WIN:1-+:0 • : , . : I , ; 4 ; -; ,- : i -! „ , ; : „ . . 0;-'01-01 !mi-1!-.11,:,i,i,,I,I-41-7: '0 00 im 0 '0 :0 :-,,;,,1>;-, 1-i ;•-i,--i :, ...t , , ! • 10., -°1 -1 - : --: - , , 1 , r. , =- ; ...., „ cu : a, „ CU 1 al , a., : a, 1 Ca 1 133 ' Ili i — ' ° , ° 1 ° 1 ° ii 1 c, 1 F.) ra : rt, --- ,= iz I ,z lz = = 1 = = ' = 1 , • '(0 ' (0 : (0 ; : 1 0 ' . ; L., : . 1 . ; . ^ : r' 1 -0 1 • ; 00 . ; ; : • • ; " ; • : • „ . „ • . • 1 1 • ' ;cal M • : ,v,; • , , 1 , „ I : ; ; ; : . 1 8_0- ! .3,0 fg ; 01-4 !!: .71 cu. -1_, i.4 :is:i 0.,(-) ; ,...... i I ! 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(‚.3 (0) c0,(1) WIA„A IV01101iC7110,4...„(.0!„0 mim:w;0;oiro crow -.11co co,co m 0 .--------mm ;0;.„..„-sli-,1;--. -4c0i0),m!(31!0) -,Th.) ...4.4.4 0)1--i.- 0.1„- .D.;.r.;-..l1.): rn 2 0 3) 2 5 40 iA1YIITIMA1011 0 3) cr) 0 00 :71 0 00 EIM!MUCC 2013 Lease/Purchase Equipment List Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. 111111111111111111111I��LLL11LIII111IJIIIIIIILIIL1ln1II CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DET9..CH HERE 0 1 6 8 18 TEXAS DEPARTMENT OF MOTOR VEHICLES 10907 s39 VEHICLE IDENTIFICATION:NUMBER YEAR MODEL MAKE OFVEHICLE} 8ODY STYLE 1FTMF1CM5DKD83965 2013 FORD PK TITLFJOOCUMEIIT NUMBER DATE TITLE ISSUED MFG. CAPACITY 24625041286081357 .01/24/2013 MODEL: IN TONS WEIGHT'*. - LICENSE NUMBER. 1/2 4600 1148443 PREVIOUS O'A'NER ODOMETER READING PHILPOTT MOTORS LTD NEDERLAND TX 16 OWNER - REMARK(S) CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK, TX 78664 SIGNATURE OF OWNER OR AGENT MUST BE IN INK UNLESS 'OTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF STATE LAW TO SIGN THE: NAME OF ANOTHER PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF 11T1E. - - 1ST UEN RELEASED DATE DATE CF LIEN 2ND LIENHOLDER AUTHORIZED AGENT 2140 LIEN RELEASED DATE DATE OF LIEN AUTHORIZED AGENT 3RD UEN. RELEASED DATE ITIS HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED IS THE OWNER OF THE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TO THE ABOVE LIENS RIGHTS OF SURVIVORSHIP AGREEMENT WE, THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN, HEREBY AGREE THAT'. THE OWNERSHIP OF THE VEHICLE DESCRIBED ON THIS CERTIFICATE OF TITLE SHALL'. FROM THIS DAY FORWARD 8E- HELD JOINTLY AND IN THE EVENT OF DEATH OF ANY OF THE PERSONS NAMED IN THE. AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THE SURVIVOR(S). FORM 30-C REV. 042012 AUTHORIZED AGENT SIGNATURE: SIGNATURE DO NOT ACCEPT TITLE SHOWING ERASURE, ALTERATION,.pR MUTILATION, DATE DATE Payables Web Services Print I#:10003011 Account#:456891402 Amount: 16,268.25 Page 1 of 1 r- ' .•:idlN3difilitti it.194•iS•9114.*X19-11•101A4itg1143 /1014 .1,111-1 :113•1114a•y.15•l.11leve li:lid.VlliKi•./-r.•i11:14niLis:144.IJla.11L111:t1.rl C.ta/l•irioY.In.i 011 1 • •, 1 %4"RdUND .•• - 3PA1011(;AN CIIASE BANK, N.A. l - CITY .OF ROUND ROCK OAi.1.AS. •Te`(AS -TO- 21 ?F221 E..MAIN STREET / 10 003 ROCK. TX 78664 • ��N,;.•.- '' PFin: (512) 218-5400 A` ; 'Date 01.Peb.2013 • Pay Amount 816,268.23'.. Pay •"SIXTEEN THOUSAND TWO HUNDRED SIXTY-EIGHT AND 25 / 100 bo •••• • �'• i _" . ' • ` `' •` - , T. T►e PRILPOTT MOTORS, INC. E '? '' Order 0! PO 130X 876 `` o PORT NECHES, TX• 77651 ' . "' •Zar • ti .J •y a�,• ri : ';lk:j. M�300030iiN' I:iii3008801: 45689i402Ma 7.J V.• •1 _ .1 Please examineine meowing security features before accepting this check: ;• Theli.'l v1In•e••.1.nK I. w• -c rr`I rlir;lyl prv._a ,,.. Al ry.:- t:/P.ir^s)I '1c1:1:, .s A:•�:il• ce'n.,.1,'llu hem)•.'I,n n C 11011,•,.1"ZIA . - .. .n XI:1 a-, ld1 Yr w4R ..kn ..n.1.} r,(•nv.•lagiW T:al,.•7i•IIYa i.:...•.rnh, etWFirn?n Rr n a Inc. Im v.i-. .,-.:1,1,11AI,,/%_ WAI.f.l,er.1•'.111:`l:: EA. si:W.4111.9• mite, )•• •• ,.Ir.,•.JVr).,•.'•:111.:ii... 1. : Aif:ni.:•O•-A117.1 . :'. .1�- a- 1.1,.E CI.,:•rl:t'4--- :)r't)R•,z-j:.r•.0 v,:,n tr.) N'-Yr:.^c k-,, mr a'..2 v:rt :'A• b.:' •„ s1:Jukl •C:41 j.t1•(. H:el ..'`C', 'AIM '' S N i, .Dep: 084926 ' 0 ,•0 1a • 154532 R/T: 011000138 '.' ^ r : Date: 02/04:/13 in c _ ,•a• `n 0 1 a o 1. I https://disburse-pws.jpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 DEAL Y 235509 ' Eicop . Government & Commercial Sales INVOICE# 235509 1400 U.S. HIGHWAY 69 • NEDERLAND, TX 77627 TOLL FREE: 1.888-973.5338 SOLD TO: CITY OF ROUND- ROCK ADDRESS 221 E MAIN ST DATE 01/08/2013 ROUND ROCK TX 78664 BALESMAN OODSONICUYLER . • MAKE MODEL ('A SERIAL NO. N NO.) ?RD .150 F IFTHFI015DKD8396S • ROM OF VESICLE OPTIONAL EOUS. & ACCESS. .ESP WANA BOARD SALES TAX LICENSE AND NTLE TOTALCASH MC* FUTArecrNO MSDRANC£ DEPOSIT CASH 0 N DEUYEAY TMDE•41 15868.25 400.00 N/A P.Q. NNROCK-4000036905 REQ. N BUY VEHICLE INVOIC:EToruTneEPIacE • 16268.25 N/A N/A N/A N/A PAY-OFF N/A PAY -OFF TO N/A 4. PAYMENTS TOTAL N/A 18268.25 .`WHOM THIS INVOICE NET 10 DAYS BFPO — W13 Date Lie'rCom late 1"--7 Partial Req. # t 310 PO. # 3(04)10`� Rept. #. 10 c0-15 City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000009810 PHILPOTT MOTORS, INC. PO BOX 876 PORT NECHES TX 77651 Purchase Order Dispatch via Print Purchase Order NROCK-0000036905 Date Revision Page 01/02/2013 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone Currency MARGIE HOWARD USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Tax Exempt? N Tax Exempt ID: Replenishment Option: Standard l_ineSch Item/Description Mfg ID Quantity UOM PO Price 1- 1 2013 FORD F-150 REGULAR CAB 2- 1 VEHICLE TRANSPORTING SERVICES 3- 1 ADMINISTRATIVE FEE (BUYBOARD 358-10). BuyBoard Contract #358-10 1.00 EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00 EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as 1f they were incorporated in full text. The full text version of the T&C's Is available at http:llwww.roundrocktexas.gov/homelindex.asp7Page=463 or call the purchasing office at (512) 671-2861. 14,873.25 Extended Amt Due Date 14,873.25 01/16/2013 14,873.25 14,873.25 995.00 995.00 01/16/2013 995.00 995.00 400.00 400.00 01/16/2013 400.00 400.00 16,268.25 Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until;a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. l 11111 1111111 11111 111111/111 I1111111111111111111111111111111111 CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE C i7 `y 1 ce , 6. Po 36, / 0 1 7 8 4 TEXAS DEPARTMENT OF MOTOR VEHICLES VEHICLE IDENTIFICATION NUMBER " YEAR MODEL - MAKE OF VEHICLE BODY STYLE 1FTMF1CM4DKE18849 2013 FORD PK TITLE/DOCUMENT NUMBER DATE TITLE ISSUED 24625041335081254 03/12/2013 MODEL MFG. CAPACITY IN TONS WEIGHT LICENSE NUMBER 6° 1/2 1/2 4700 1148457 PREVIOUS OWNER PHILPOTT MOTORS LTD NEDERLAND TX OWNER REMARK(S) ODOMETER READING 16 CITY OF ROUND ROCK ACTUAL MILEAGE 221 EAST MAIN ST EXEMPT ROUND ROCK, TX 78664 SIGNATURE OF OWNER OR AGENT MUST BE IN INK UNLESS OTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF STATE LAW TO SIGN THE NAME OF ANOTHER PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF TITLE DATE OF LIEN: NONE IST LIENHOLDER 1ST LIEN RELEASED DATE AUTHORIZED AGENT DATE OF LIEN -- 2ND LIENHOLDER 2ND UEN RELEASED AUTHORIZED AGENT 3RD LIENHOLDER 3RD LIEN RELEASED IT 15 HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED IS THE OWNER OF THE VEHICLEbESCRIBED ABOVE WHICH IS SUBJECT TO THE ABOVE LIENS. RIGHTS O F SURVIVORSHIP AGREEMENT ItWE, THE MARRIED PERSONS WHOSE SIGNATURES. APPEAR HEREIN, HEREBY AGREE THAT. THE OWNERSHIP OF THE VEHICLE. DESCRIBED ON THIS CERTIFICATE: OF TITLE SHALL FROM. THIS DAY FORWARD BEHELD JOINTLY; AND IN THE, EVENT OF DEATH OF. ANY. OF THE PERSONS NAMED IN THE AGREEMENT; THE OWNERSHIP OF 1115 VEHICLE SHALL VEST IN THE SURVIVORIS). AUTHORIZED AGENT SIGNATURE DATE SIGNATURE DAIS SIGNATURE DO NOT ACCEPT TITLE SHOWING ERASURE. ALTERATION, OR MUTILATION. Y T x �' Payables Web Services Print Check/Serial#:10003961 Account# :456891402 Amount: 39,103.00 --•-ta,wrra-zki-mmrs-za-ouuinirE4coo.vyviymiimw..:ay:,,gao'..;itiTdu*miiifitit4o.8.-u-ttwtiet.I'iiii•nn'TutPri,t11M171:f4TdAfol'at'A5= 40 6 -413\ • CITY OF ROUND 'ROCKJ MUMMDALLAS, TEXAS A N Cl IASE BANK. N.A. MU • t.- 511',:22i-t:IgiiIN STREET 7.,MOUND ROCK. TX 78664 10003961 , 218-5400 ; ' • •• ) Date • i•15,Mar.2013 Page 1 of 1 4 • Pay "*ITHIRTY-NINE THOUSAND ONE HUNDRED THREE AND XX 1100 I)(1dit:*** r Pay Amount S39,103.00*** ( . • ( • Ts . PHILPOTT MOTORS, INC. order Or PO BOX 876 PORT NECHES. ix 77651 • • N. L000 396 Le 1: L 30013801: 45E419 1.1.0 21° 5::„?`.• 1./L.W;• V 21? A ..0-•dare.;;2I. 44? .• ‘.1...^ • 41 )011 rresabet iM.11l• 11 11.113LIMIILI SVI.:1.111C1 lealUfait riemnetit-r..ept,..1 tilts uneceu > 155482 1 0.°0 x 1 Fi 7AP2.75 CO2.,,Otva:so",a0 50,103-00 * CVA • ;a r: -m- v- , Dep: 090098 -i:T o - = • . s 1 R/T:. 011060138 . Date'r:03/ 18/ 13 '' m g: o ; ! : • - / • https://disburse-pws.kmorgan.com/pwskustapp/ExtemalInquire.do 5/7/2013 DEAL 4 - _ . _ • .1(.14,•47-/a, COPY U i Government & Commercial Sales 1400 U.S. HIGHWAY 69 • NEDERt AND. TX 77627 I01/01(01 SW TOLL FREE: 1-886.973-5338 SOLD TO: ADDRESS (11 Y Of ROM ROCK DATE 221 E MAIN `>T 01/1;i2013 SALESMAN 7 J W.1,,` N,IWLER MAK MODEL N U SERIAL NO. (VIN NO.) At) :?SO 1 : FINF 1Cf4UI;E18849 PRICE OF VEHICLE OPTIONAL EOUIP. 8 ACCESS. ESP wARR. SALES TAX LICENSE AND TITLE TOTAL CASH PRICE FINANCING INSURANCE TOTALMENT: ME PIECE SETT1EtiENNT:,A DEPOSIT GASH ON OELNERY TRADE4N J 6219 , , S iI / A P.O. ► REQ 1 T.7Cm-00000sb / 42 E H 1 C L.E INV010E rt /A 164.92.77 0/A niA N / A N/A ePro Date 1J Req. # PO. # Rept. # �y (-p "" •.2`�/ - /3 PAY.Ofl /A Complete /2./718 PAY.OFF TO 0/A TYPE satis PAYMENTS TOTAL Partial 3 to 7471 Z / / 05 N/A 16892 7', PLEASE PAY FROM THIS INVOICE - NET 10 DAYS City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000009810 PHILPOTT MOTORS, INC. PO BOX 876 PORT NECHES TX 77651 Purchase Order Tax Exempt? N Tax Exempt ID: Line-Sch Item/Description 1- 1 2013 FORD F150 REGULAR CAB \,� Dispatch via Print Purchase Order NROCK-0000036742 Date Revision Page 11/28/2012 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Way Buyer Phone MARGIE HOWARD Currency USD Ship To: Bili To: Mfg ID 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Quantity UOM PO Price Extended Amt Due Date 2- 1 VEHICLE TRANSPORTING SERVICES // 3- 1 2013 FORD E150 ECONOLINE CARGO 4- 1 TRANSPORTING SERVICES 5- 1 2013 FORD F150 REG.CAB 6- 1 VEHICLE TRANSPORTING SERVICES 7- 1 ADMINISTRATIVE FEE (BUYBOARD #358-10) 1.00EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby Incorporated Into this purchase order (PO) by reference, with the same force and effect as if they were incorporated In full text. The lull text version of the T&C's is available at http:llwww.roundrocktexas.govlhomelindex.asp7page=463 or call the purchasing office at (512) 671-2861. 15,897.75 995.00 17,365.15 995.00 20,815.25 995.00 400.00 15,897.75 12/26/2012 15,897.75 15,897.75 995.00 12/26/2012 995.00 995.00 17,365.15 12/26/2012 17,365.15 17,365.15 995.00 12/26/2012 995.00 995.00 20,815.25 12/26/2012 20,815.25 20,815.25 995.00 12/26/2012 995.00 995.00 400.00 12/26/2012 400.00 400.00 57,463.15 1 Upon sale of this vehicle, the purchaser must apply for a new title Within '30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL -INFORMATION. 111 11111111111IIIIIIIIILLI 1 I1 11 1 111111111111111111 11111 CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE Oft 0 14 8 8 6 TEXAS DEPARTMENT OF MOTOR VEHICLES TxDMV VEHICLE IDENTIFICATION NUMBER YEAR MODEL MAKE OF VEHICLE 1FTNEIEWXDDA43754 2013 FORD s. MFG. CAPACITY -: IN TONS LO93?4081 BODY STYLE VN -. TITLE/DOCUMENT NUMBER DATE TITLE ISSUED • 24625041309131025 02/13/2013 WEIGHT LICENSE NUMBER • 3/4 5100 1148449 PREVIOUS OWNER • PHILPOTT MOTORS LTD NEDERLAND TX OWNER CITY OF RGUND ROCK 221 E MAIN ST ROUND ROCK, TX 78664 REdARKIS) ODOMETER READING 16 ACTUAL MILEAGE EXEMPT SIGNATURE. OF OWNER OR AGENT MUST BE IN INK UNLESS OTHERWISE AUTHORIZEDBY LAW, IT IS -A VIOLATION OF STATE LAW TO SIGN' THE NAME OF ANOTHER' PERSON 'ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIRCATE OF TITLE. DATE OF LIEN NONE 1ST LENHOLDER IST LIEN RELEASED AUTHORIZED AGENT DATE OF LIEN 200 LIENHOLDER 200 LIEN RELEASED AUTHORIZED AGENT DATE OF LIEN - 3RD UENHO_DER' 300 LIEN RELEASED DATE IT IS HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED IS THE OWNER OF THE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TOTHE ABOVE LIENS. RIGHTS OF SURVIVORSHIP AGREEMENT WE, THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN. HEREBY'., AGREE THAT THE OWNERSHIP OF THE VEHICLE ` DESCRIBED ON THIS CERTIFICATE OF TITLE SHALL FROM THIS DAY FORWARD BE HELD JOINTLY, AND IN THE EVENT OF DEATH OF ANY OF THE PERSONS NAMED IN THE AGREEMENT. THE OWNERSHIP. OF THE VEHICLE SHALL VEST IN THE SURVIVOR(S) j' FORM _30-C.REV . 04/201 AUTHORIZED AGENT SIGNATURE DATE SIGNATURE. DATE SIGNATURE • DO NOT ACCEPT TITLE SHOWING:ERASURE, ALTERATION, OR MUTILATION. ,. -- . 4.4 Payables Web Services Print Check/Seria I# :10003473 Account#:456891402 Amount: 18,360.15 Page 1 of 1 0 https://disburse-pws.jpmorgan.com/pws/custapp/Externallnquire.do 5/7/2013 'I - - CtIASE Bank; N.A. • tl .1Peu►12CAN CITY OF ROUND ROCK . / tli�x y _ DALLAS, TEXAS '• ` .ROUNDROCK. STREET 78664 i 1 10003473 -:Y Phis.(5t2 218.5400 •• 1 . w1;e:.''4.1."4,�,, - l Or ••1 - ., Date 22.Feb.2013 • , ' Pay Amount S18,360.15'•* / • .• ;` Pay •°.*EIGHTEEN THOUSAND THREE HUNDRED SIXTY AND 15 / 100 DOLLARw.s i . �. TS order Of'. 'PO BOX 876 / :•; '• 1 • Ta Tim . PIULPOTT MOTORS, I NC. , . • ei�{/� ff •'7;-.4- PORT NECHES, TX 77651 y • ti Is 1000 31.7 3111 I: 44 L 3008801: la 5 6a 9 140 2n• _ • Please examine the following securdy.teatures belore accenting this :heck: . > (- T e1•t•!h+.•I+lll P':y:`,'+s k••: w•:tln-'ti •free:r-l•Jii•!:',A'.:. AI:y 01..4 ..,,t, . 4 Srio't IG fp^D.•iH]•::J'Ih)„':•318.1.118.;,0 +'1.: ,,,4„..,,•;, R %('V It W,'.,-,,• Il A' I%u..+ill llr+[h.:i ^ ',VW X\'J?Y Y.'1'i It W'ilr+,?rl ,+,: }.y;! ;11.-.1,t .V :i 1.-1. ..v” 1'1. •^I.'J.il. �: C ^ - r1':•,'J:1;Y•< Cc.''•,•,.1I,..,.np•1r:1• :.`.':11:•.]\V..1.:1:11.1ir.111131.:.31I3.,vI,;3.:'.3l,01'I vx3l.:•!".`,-'::H' ` ,111.: .c . 11 7• .d .- � 1‘.1.,7•..o.,- 1.; •J3.i,•r n.u;:ll•.•131'Dlt ine nl;l\Gr• I.rtD l '3:-Ig'hq vt:lllcx b.,IIiJ1:.I ,,,,,0 ••:....,Jl'.Ev1 it'., -l:Jt• T. •- .. • Qep: 087425 . --0 3N' o. • R%'T: 011000-138 o n. : • 154994 , . _ bate: 02/Z5/143, �' c, ti • 0, t ,•• 0 https://disburse-pws.jpmorgan.com/pws/custapp/Externallnquire.do 5/7/2013 so r a m a 0 3 .4 s i 5 m I z m 4 y t�CA w 0 C c1'i C 4. v A 0 MODEL Government & Commercial Sales 1400 U.S. HIGHWAY 69 • NEDERLAND. TX 77627 MORIN 235621 TOLL FREE: 1486-973.5336 SOLO TO: _-_-- -- _-- 4 1 Q n m.... as .r. 1� Z C 0 m sc FTSE LEtiWXDDA43154 z 0 0 m 3&11241 N Z F a f i g1 1 x D z D D w, C 2 a .n > xr D 6- o v A City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000009810 PHILPOTT MOTORS, INC. PO BOX 876 PORT NECHES TX 77651 Tax Exempt? N Tax Exempt ID: One-Sch Item/Description Purchase Order Dispatch via Print Purchase Order NROCK-0000036742 Date Revision Page 11/28/2012 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone MARGIE HOWARD Currency USD Ship To: Bill To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfq ID Quantity UOM PO Price Extended Amt Due Date 1- 1 2013 FORD F150 REGULAR CAB 2- 1 VEHICLE TRANSPORTING SERVICES 3- 1 2013 FORD E150 ECONOLINE CARGO 4- 1 TRANSPORTING SERVICES 5- 1 2013 FORD F150 REG.CAB 6- 1 VEHICLE TRANSPORTING SERVICES 7- 1 ADMINISTRATIVE FEE (BUYBOARD #358-10) 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total Total PO Amount 15,897.75 15,897.75 12/26/2012 15,897.75 15,897.75 995.00 995.00 12/26/2012 995.00 995.00 17,365.15 17,365.15 12/26/2012 17,365.15 17,365.15 995.00 995.00 12/26/2012 995.00 995.00 20,815.25 20,815.25 12/26/2012 20,815.25 20,815.25 995.00 995.00 12/26/2012 995.00 995.00 400.00 400.00 12/26/2012 400.00 400.00 57,463.15 The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby Incorporated into this purchase order (PO) by reference. with the same force and effect as If they were incorporated in full text. The full test version of the T&C's is available at http:l/www.roundrocktexas.gov/homolindex.asp?page=463 or call the purchasing office at (512) 611.2851. Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. IIUIIIIIIIIIIIIIIIIIII��i�i,I��I�il�l��i�ll��l�l,��I�Ii��ll CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE Da L' F)r-0 \5D 0 1 7 0 8 5 TxDMV VEHICLE IDENTIFICATION NUMBER YEAR MODEL MAKE OF VEHICLE 1FTEW1CM6DKE24429 2013 FORD TEXAS DEPARTMENT OF MOTOR VEHICLES diQ9?El 3-318 BODY STYLE PK TITLE/DOCUMENT NUMBER DATE TITLE ISSUED 24625041335081623 03/12/2013 MFG. CAPACITY _. MODEL IN TONS WEIGHT LICENSE NUMBER 1/2 5000 1148458 PREVIOUS OWNER MOTORS LTD NEDERLAND TX OWNER REMARK(S) CITY OF ROUND ROCK \ ACTUAL MILEAGE 221 EAST MAINST ' EXEMPT ROUND'ROCK, TX 78664 111 ODOMETER READING 10 SIGNATURE OF OWNER OR AGENT MUST BE IN INK • UNLESS :,OTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF STATE LAW TO SIGN THE NAME OF ANOTHER PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF TITLE. DATE OF LIEN NONE 1ST LIENHOLDER 1ST LIEN RELEASED AMTHORIZED AGENT DATE OF LIEN 2ND LIENHOLDER 2ND LIEN RELEASED DATE AUTHORIZED AGENT GATE OF LIEN - ORD. LIENHOLDER. 3R0 LIEN RELEASED IT IS HEREBY CERTIFIED' THAT THE PERSON HEREIN NAMED IS THE OWNER OFTHE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TOTHE ABOVE LIENS: RIGHTS OF SURVIVORSHIPAGREEMENT WE, THE MARRIED PERSONS .WHOSE. SIGNATURES APPEAR HEREIN, HEREBY AGREE THAT . THE OWNERSHIP - OF THE VEHICLE - DESCRIBED ON THIS CERTIFICATE OF TITLE SHALL FROM THIS DAY FORWARD BE HELD JOINTLY, AND IN THE EVENT OF DEATH OF ANY OF THE PERSONS NAMED IN THE.:. AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THE SURVIVOR(S). AUTHORIZED AGENT SIGNATURE DATE SIGNATURE .. DATE DO NOT ACCEPT TITLE SHOWING ERASURE, ALTERATION, OR MUTILATION. iiygy�'S,`i. ."ti%�I41 Payables Web Services Print Check/Serial# :10003961 Account# :456891402 Amount: 39,103.00 Page 1 of 1 CITY OF ROUND ROCK :•22I•E jtiiMN STREET /:.ROUND ROCK. TX 78661_ '•-51. Sr�a ; Phn.'( 12) 2184400 d1' ! 1 iJ Dat - i•15.Mar.2013 Pay Amount S39,103:00••• P■y ""THIRTY-NINE THOUSAND ONE HUNDRED THREE AND XX / 100 DOLLAR•*" JPAIORI:AN CII ASS SANK; N.A. DALLAS. TEXAS 10003961 1 Ts The . PHILPOTF MOTORS, INC, °Ha Of PO BOX 876 PORT NICHES, TX 77651 i • 8' 1000396 1n' 1: 11 L3oO8801: 45689 L40 28' �. +•IjI) 1;I7 uaitulf11J1.1..401 4:{;([q.11. --4•M,1.117116:1 f19•11.IS/:I71...1 t 4L14AR3•I:139:GTi 1(I:I•I4b9:F)M.I14•.•i:C•)F444'L ee tl . u u,t ,unuwun., $eoufuV ICBIuras Oe:9<1e 8:1:1•431.1^q MIS CnCCIt: • _• •••••,,. .• 1 n •,• . •1••� , .. - .. ..•.•I,:.;d•, r '.%:. • T.' ..i: _ •a . ;,-o CY •• s. r,.:. 155482 ! 0.11) * Dep: 090098 • R/T: 011060138 Rater.03/18/13 • • / • LS• 0 .10 httns://disburse-nws.inmorean.com/ows/custaDD/ExternalInauire.do 5/7/2013 ' C Government & Commercial Sales IN 8 1400 U.S. HIGHWAY 89 • NEDERLAND. TX 77627 1+O 1 I' EN L 3 : i TOLL FREE: 1-888-973.5338 DEAL 0 - - . S .. SOLD TO: •. CITY Oi: ROUND gOCK SALESMAN ADDRESS LIUSOR,I:UYLE1 221 E MIN Sf DATE 02/19/2013 DCII{4C1 Pin If jk JQA1$ MAKE MODEL NEW on USED SERIAL NO. (VIN NO.) _ JO: ,o 1 ! l=Tf 111 CNI>UKE2+l429 PRICE OF VEHICLE OPTIONAL EOM,. a ACCESS. ESP WARN. BOARD SALES TAX LICENSE ANO TITLE TOTAL CASH PRICE FINANCING INSURANCE DEPOSIT CASH ON DELIVERY *E4+ ::1810.25 400.0,: 1 NIA P.O. # REQ 11 .Thri(.. ('(S,.ii)•,:_o, •tL 11t VEHICL.E INVOICESETTLENEM: _21u..._ NIA :`N / A 1; ! fi I' •' F' NIA ePro•— PAY-OFF 4: f Date A PAY.OFF TO / F+ PAYMENTS TOTAL ® Compktc ( J Partial Req. # / 2..98+ P`/ ,. 11 3 T 7 kept.fl //051/ h A PLEASE PAY FROM THIS INVOICE - NET 10 DAYS Purchase Order City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000009810 PHILPOTT MOTORS, INC. PO BOX 876 PORT NECHES TX 77651 Tax Exempt? N Tax Exempt ID: kine-Sch ItemlDescription Mfq ID Dispatch via Print Purchase Order Date Revision Page NROCK-0000036742 11/28/2012 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone Currency MARGIE HOWARD USD Ship To: i11 To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Quantity UOM PO Price Extended Amt Due Date 1- 1 2013 FORD F150 REGULAR CAB 2- 1 VEHICLE TRANSPORTING SERVICES 3- 1 2013 FORD E150 ECONOLINE CARGO 4- 1 TRANSPORTING SERVICES 5- 1 2013 FORD F150 REG.CAB 6- 1 VEHICLE TRANSPORTING SERVICES 7- 1 ADMINISTRATIVE FEE (BUYBOAR9 #358-10) 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions IT 8 C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were Incorporated in full text. The full text version of the T8C's is available at http:llwww.roundrocktexas.govihomelindec.asp7page=463 or call the purchasing office at (512) 671-2861. 15,897.75 15,897.75 12/26/2012 15,897.75 15,897.75 995.00 995.00 12/26/2012 995.00 995.00 17,365.15 17,365.15 12/26/2012 17,365.15 17,365.15 995.00 995.00 12/26/2012 995.00 995.00 20,815.25 20,815.25 12/26/2012 20,815.25 20,815.25 995.00 995.00 12/26/2012 995.00 995.00 400.00 400.00 12/26/2012 400.00 400.00 57,463.15 Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record; will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. i IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII1II CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE CLIJA asl 0 1 6 8 1 9 *h TxDMV VEHICLE IDENTIFICATION NUMBER YEAR: MODEL MAKE OF VEHICLE 1GNLC2E02DR231015 2013 CHEV TEXAS DEPARTMENT OF MOTOR VEHICLES 04?5 5 40 BODY STYLE TITLE/DOCUMENT NUMBER DATE TITLE ISSUED 24625041286081744 01/24/2013 MODEL MFG. CAPS WEIGHT'. LICENSE NUMBER IN TONS CTA 1/2 5300 BKY9095 PREVIOUS OWNER -. BABY JACK II/ CALDWELL C CALDWELL TX 2 OWNER ODOMETER READING CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK, TX 78664 REMARK(S) ACTUAL MILEAGE EXEMPT ; :a3 SIGNATURE OF OWNER OR AGENT MUST BE IN INK UNLESSOTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF STATE LAW TO SIGN THE NAME OF. ANOTHER PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF TITLE. DATE OF LIEN.. 1ST LIENHOLGER a h� 10. DATE OF UEN 2ND LIENHOLDER 2ND LIEN RELEASED AUTHORIZED AGENT j_: DATE OF UEN 3RD LIENHOLDER 3RD UEN RELEASED DATE ITIS HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED IS THE OWNER OF THE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TO THEABOVE LIENS. IA..- RIGHTS OF SURVIVORSHIP AGREEMENT WE, THE MARRIED PERSONS. WHOSE SIGNATURES APPEAR HEREIN, HEREBY AGREE THAT, THE OWNERSHIP ,OF THE VEHICLE DESCRIBED. ON. THIS. CERTIFICATE. OF TITLE SHALL FROM THIS DAY FORWARD BE HEL0 JOINTLY: AND IN\THE. EVENT OF DEATH OF ANY OF THE PERSONS NAMED IN THE AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THE SURVIVOR(S). AUTHORIZED AGENT SIGNATURE DATE SIGNATURE DATE SIGNATURE' 00 NOT ACCEPT TITLE. SHOWING ERASURE, ALTERATION, OR MUTILATION. 43, Payables Web Services Print Check/Serial# :10002514 Account# :456891402 Amount: 75,328.00 Page 1 of 1 •-••;,:111:41T43_'setLYRl3NStj)1P.AtDljrrifeNTt.taalta.M( ;#• iho:L1N:P11.11VventaliK94iJaittoneaIY )HI/Itllr,Bl,s:pla,/9Nti ,�,,,y,lad:..._ir�,ma•rvn: CITY OF ROUND ROCK z 22.iAMAIN STREET ROUND ROCK. TX 78664 Phn. (512) 218-5400 dPAlent , N CIIAS! ..I1ANK,N.A. . DA1.1.AS.TL?�CAS i 111 10002514 Date 11Jan.2013 Pay Amount S75,328.00•** Pay ****SEVENTY-FIVE THOUSAND THREE HUNDRED TWENTY-E(GHTAND XX / 100 DOLLAR**** To TAe - CALDWELL COUNTRY CHEVROLET Order Of PO BOX 27 . CALDWELL, TX 77836 • asL00025L411' 1:L1L3008801: I. 5 68 9 140 211 US OR BR T KL• KAK YIC•. OLOR 111 AD A DIN P AR ON AN AUT .N7 C CALOR DO SNOT 00 NOTA f flew.° ema1r1/r,e me WIIYwlhq aecur.ty N.: dares be:o a a:copting 1n15 c1:e:K: • •i•. ....... .:r; _... . .rn ...1 r. . 10-. .., • I•54., 20 Dep: 001281 .1 R/T: 111000025 Date: 01/ 141 13 154036 -n m z w N 0 > p m D 0 3 m 7c • -C Z — D• fu^ Z, 0 < 0 PI1 —1 0 r) iu 5 n,. 7:;7=} J• 0 https://disburse-pws.jpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 RECEIVED JAN 0 7 2013 CALDWELL ao KNTRy ati-evRD Ley CALAVALL. 77834. „,75-66y-isoofek.975-567-ost53 troloke NO DR23101-5 Customer err( Of 1?-014ND ROCK 221 E. MAIN STR.EET ROIAND ROCK, 512-1748-0536 INVOICE 12/1.7/2012 der t-10. . _ _ .Stat.e. TX LIP 7/1'554 Frif; ..) DescrtptIow knit Prier j TOTAL - 2013 CHEVROLET TA1406 * 24e576.00 *24 t.576.00 t VIN# 1 GPILC2E02DR231 015 PO ei 36509 'PLEASE MAIL PAYMENT TO: CALDWELL cotorrRy ci-tsvRoLer PO P.OX 27 CALDWELL, TEXAS 77836 TER -MS: N sr 30 •, --- • - .• ,-- Payment Details 0 (.•.asti 0 rxedi.t Cara r4ar.ke E +(pixel. StAbt.ota skiff:144e 6 ileak4Arate TOMS State TOTAL !office kse on.to 1 424-f57b.00 424e.976.00 PtEdISEREMITPAYMENTraa,friwKeZt tevh.CL CY ePrd Date akte R eq. ift PO. ii 365O Rept. # /05 7 / City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000053273 CALDWELL COUNTRY CHEVROLET PO BOX 27 CALDWELL TX 77836 Tax Exempt? N Tax Exempt ID: Line-Sch Item/Description Purchase Order Dispatch via Print Purchase Order Date Revision NROCK-0000036509 10/19/2012 Page 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone MARGIE HOWARD Currency USD Ship To: Bill To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfq ID Quantity UOM PO Price Extended Amt Due Date 1- 1 2013 CHEVROLET TAHOE PPV CC10706 2- 1 Non -Equipment Charges (BUY BOARD) 3.00 EA Schedule Total Item Total 1.00LOT Schedule Total Please find attached contract pricing for BUY BOARD Contract # 358-10 purchase of vehicles Quote # 001 for purchase on BuyBoard contract # 358-10 Item Total Total PO Amount 24,976.00 400.00 74,928.00 11/16/2012 74,928.00 74,928.00 400.00 11/16/2012 400.00 400.00 75,328.00 The City of Round Rock's (City's) standard purchase terms and conditions (T S C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were incorporated in full text. The full text version of the TSC's Is available at http:llwww.roundrocktexas.govlhomelindex.asp7page=463 or call the purchasing office at (512) 671.2861. Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record'will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. II,��IIiiI,1ll111ll1111111.1111111 D1111111 11111„I1III111I CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE 07 5 Orel 0 1 6 8 2 0 TEXAS DEPARTMENT OF MOTOR VEHICLES VEHICLE IDENTIFICATION NUMBER 1GNLC2E07DR231141 MODEL MFG. CAPACITY IN TONS MAKE OF VEHICLE CHEV TITLEA3OCUMENT.NUMBER 1090?554 BODY STYLE LL DATE 11TLE ISSUED 24.625041286082324 LICENSE NUMBER` CTA 1/2 5300 BKY9096 PREVIOUS. OWNER BABY JACK II/CALDWELL CO CALDWELL TX OWNER CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK,TX 78664 01/24/2013 ODOMETER READING 1 REMARK(S) ACTUAL MILEAGE EXEMPT 4 SIGNATURE OF OWNER OR AGENT MUST EE 1N INK. UNLESS OTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF STATE LAW TO SIGN THE NAME OF ANOTHER PERSONON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF TITLE. GATE OF LIEN 121 LIENHOLDER 1ST LIEN RELEASED GATE +,V DATE OF LIEN AUTHORIZED AGENT 250 LIENHOLDER MC LIEN RELEASED AUTHORIZED AGENT DATE OF LIEN 350 LIENHOLDER IT IS HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED I5 THE OWNER OF THE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TO THE ABOVE LIENS; RIGHTS OF SURVIVORSHIP AGREEMENT WE, THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN. HERESY AGREE THAT THE OWNERSHIP -0F THE VE4ICLE"DESCRIBED ON THIS CERTIFICATE OF TITLE SHALL FROM THIS DAY FORWARD BE HELD JOINTLY, AND IN THE EVENT OF DEATH OF ANY OF THE PERSONS NAMED IN THE AGREEMENT, THE OWNERSHIP OF THE VESICLE SHALL VEST IN THESURVIVOR(S)..' FORM 30-0 REV. 04/2012 AUTHORIZED AGENT SIGNATURE SIGNATURE 00 NOT, ACCEPT TITLE SHOWING- ERASURE,. ALTERATION, QR MUTILATION. Payables Web Services Print Check/Serial#:10002514 Account# :456891402 Amount: 75,328.00 Page 1 of 1 5 — •-•-•,11,1:21 riiraYet!friaAtaltfalAain'afarratifale.e:aeaRSI-MiLitia:ctlX14.11`ia iit.fatkaaa'141.t well" iital'Et eri:e • CITY OF ROUND ROCK ',...F;221 II. MAIN STREET ROUND ROCK, TX 78664 Pan. (512)218-5400 ')( JPAIORGAN CHASE RANK., N.A. • DA 1.1.AS,,TaXAS 1000251.4 Date I 1.1an.2013 PayAmonat $75,328:00••• Pay ""SEVENTY-FIVE THOUSAND THREE HUNDRED TWENTY-EIGHT AND XX / 100, DOLLAR*9** • Tome - CALDWELL COUNTRY CHEVROLET Order or PO sox 27 . CALDWELL, TX 77836 * u• L00025 /4111 4/11300880n 45689 /40 2111 " • : • P.,. • • • Picx.e extreme use tow:quip securey teeturee bewei accepting tugs ceezic: 1.• ••1 • • A,,„. ,...„ ,,,,,.,- .; 154036 Dep: 001281 • I R/T: 111000025 Date: 01/14/13 f. n "TI cs 0 D ro -g > 0 n 0 rl c ze 0 r - a) https://disburse-pws.jpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 RECEIVED JAN 0 7 2013 cALDweLL coLA.NTRY arra P.O. BOX 27 CALDW6LL , TEXAS 77e36 .09-5 ‘74500 fax..179.567-01153 twVoiee No DR.231141 r- Customer ',tante C(Ty OF ROUND ROCK. A: 61 S 221 E. MAIN STREET City RDt4ND ROCK. .State TX LIP 78554 Phcwe 51 2-848-0.936 INVOICE Date Order No. Rep For. J Deseripttow 2013 Ctfi6VROLET- TAttOE VIN# 1 GINLC2EO7OR231141 POf 36509 PLEASE MAIL PAYM6NTTO: CALDWELL- COIdNTR`( CttEVR.OLET PO 80X2 CALDWELI, TEXAS 77836 TERMS: NET 30 Payment Details O Cash • Chet IR • Credit Card CC. # 1.2/1y/2012 Waft Pr[ce 4 24:916.000 TOTAL 42497 .00 £xpirer. subtotal. Shippiwg g Hawdliwg Tans State 424,976.00 4o.00 TOTAL o f j e I.ISe Owls PLEASE REMIT PA y'MENT TD CAL DWELL COKNT]ejeCHEVRl2L 8T ePro Date .$24,976.O0 rid Complete L_ _._l Partial Req. # /02-5 Po. # 3 6-50 Rent. # /a57 / City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000053273 CALDWELL COUNTRY CHEVROLET PO BOX 27 CALDWELL TX 77836 Tax Exempt? N Tax Exempt ID: ..ineSch Item/Description Purchase Order Dispatch via Print Purchase Order NROCK-0000036509 Date Revision Page 10/19/2012 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wei Buyer Phone Currency MARGIE HOWARD USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfq ID Quantity UOM PO Price 1- 1 2013 CHEVROLET TAHOE PPV CC10706 2- 1 Non -Equipment Charges (BUY BOARD) 3.00 EA Schedule Total Item Total 1.00LOT 24,976.00 Extended Amt Due Date 74,928.00 11/16/2012 74,928.00 74,928.00 400.00 400.00 11/16/2012 Schedule Total 400.00 Please find attached contract pricing for BUY BOARD Contract # 358-10 purchase of vehicles Quote # 001 for purchase on BuyBoard contract # 358-10 Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were incorporated In full text. The full text version of the T&C's is available at http:l/www.roundrocktexas.govlhomefndex.asp7pageo463 or call the purchasing office at (512) 671-2861. 400.00 75,328.00 Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. I11111111111I IMI 1111111111111111111.111111111111111111111,11 CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE 0 1 7) Olt 6 7 ..tet %f_Y 1 T%DMV VEHICLE IDEN i1FICATION NUMBER 1GNLC2E01DR232379 MFG. CAPACITY MODEL IN TONS WEIGHT LICENSE NUMBER CTA 1/2,_ 5300 BKY9097 PREVIOUS OWNER BABY JACK II/ CALDWELL C CALDWELL TX, TEXAS DEPART/4141.0F MOTOR VEHICLES 1,090?5.S3143 MAKE OF VEHICLE BODY STYLE CHEV LL TITLEIDOCUMENT NUMBER - DATE 11TLE ISSUED 24625041286083129 01/24/2013 OWNER - - REMARK(S) CITY OF ROUND ROCK ACTUAL MILEAGE 221 E MAIN ST EXEMPT ROUND ROCK, TX 78664 ++. SIGNATURE OF OWNER OR AGENT MUST RE IN INK UNLESS OTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF STATE LAW TO SIGN THE NAME OF ANOTHER PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF TITLE. 1ST LIENHOLDER I ST LIEN RELEASED DATE DATE OF LIEN 2ND LIENHCLDEP. AUTHORIZED AGENT •b! a''� DATE OF LIEN 3RD LIENHOLOER 3RD LIEN RELEASED DATE.' IT IS HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED IS THE OWNER' OFTHE VEHICLE DESCRIBEDABOVE W HICH IS SUBJECT TO THE ABOVE LIENS. RIGHTS OF SURVIVORSHIP AGREEMENT WE, THE MARRIED PERSONS. WHOSE SIGNATURES APPEAR HEREIN. HEREBY AGREE THAT THE OWNERSHIP OE THE VEEHICLE. DESCRIBED ON THIS CERTIFICATE OF TITLE SHALL FROM THIS DAY FORWARD BE HELD .JOINTLY, AND IN THE EVENT OF DEATH OF ANY OF THE PERSONS NAMED IN THE AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THEiSURiVIVOR(S). SIGNATURE DO NOT ACCEPT TITLE. SHOWING ERASURE, ALTERATION, OR MUTILATION., SIGNATURE DATE Payables Web Services Print Check/Serial#:10002514 Account# :456891402 Amount: 75,328.00 Page 1 of 1 :---161,1:4CaallikettektlatliN1MikeDIDritifi.t 134/Ma-Iffi:aalizr,t1.1.430-PNalkobithe.i4abailrovatua I.II fetich 46,..a -ad tad; JPAIOICGAN CHASE HANK, NA. DALLAS. TEXAS CITY OF• ROUND ROCK 4.2.21n. MAIN STREET • ROUND ROCK, TX 78664 Ph•it (512) 218-5400 :,;•• 1.144Crt 10 002514 • Date 11..lan.2013 Pay Amount 575,328.00**• Pay "**SEVENTY-FIVE THOUSAND THREE HUNDRED TWENTY-E1OHT AND XX / 100 DOLLAR**** Tame - CALDWELL COUNTRY CHEVROLET Onkr or PO BOX 27 . CALDWELL, TX 77836 1 .!..:•f , ...-0; . . 1.. 14............ " -';'. •:-`1, ',";:•• •-„! ; ... -..^^'''''''''''."...11>!•./7_-4.. ''''''::'2';'':1'-'....'i,.,''f • • - '..'.; ' • ' '-....1 ..:?'''.:::'' -,,••;.% ....::: ., IP L000 25 L tot, lU3008BOI: 4 5659 1.40 2u• • examine ma %mu-4mq) acourt:y tmturea berme azcapting Pus cneca: 154036 $eg 20 Dep: 001281 • R/T: 111000025 Date: 01/14/13 Z so > tx, -< (." m > rn — CI > C z, 0 -7-1 < osn n r- -1 is- cr 5 24$7f3 • Cfl + sq7(5 • + 2(1. g76 .00 400 • C.Tia " " • • • • • • • • • 75 7 528 • D.7.1 4 https://disburse-pwsjpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 RECEIVED JAN 0 8 2013 CALL WELL CDRNTR`( I D. o."60X •2i D'� GU.DWELL , TGXAB 7706 j-500.4.300faxj),-56,7-csss CtH-EVROLeT tnVOkt NO AR232379 r Customer NARK: CITY OF ROIANA ROCK Adams.: 221 E. MAIN STREET City ROKND ROCK state TX _ Z.11' 78554 `Phone 51:2-848-0936 1 Desert 2013 CHEVROLETTAtt06 VIN# 1 GNLC2e01DR232379 Po# 36.50, PLEASE MAIL PAYMENT TO: ALDWOLL COt4NTRY CHEVROLET PO SOX 27 CALAWELC., TEX S 77236 TERMS: NET 30 Payment Details 0 Cask © Cheek: 0 Credit Card NO irAL CC 11 INVOICE Atte Order N0. Rep FOE. 12117/2012 Knit 'Price 4 249'6.00 si(btatal shipping F Handling Taxa State TOTAL 424L900 1 424.9, 6.00 40.00 TOTAL o f f ee List Onto PLEASE REMIT fl4 MENT TO CALPWEL L COLiNTRYCN6VR0[_ET 424,576.00 ePro Date ettA.. 7- 43 Complete C1 Partial Rey. # /02.5 PO. # o g Re Lit /057/ RECEIVED AN 0 7 2013 • CA LDWFLL COKNTR.y ••chtEvR.oL-7- 6 1 P. O. BOX • CALDWELL , TEXAS 773. 7-547-1500 faX97.9,567-12453 InVofze No ROL(NOROCK. ,,— Customer INVOICE ( *Om! erry OF ROIAND ROCK 221.E. MAIN STR__ EET Cd, att• Pie. City RORND ROCK. .ctute TX. ZIP 78554 S12 -2+Z -0.53b , F Or, / \.... Qt8 1 Desomptfam, Ist.ty t.OARD FEE PO# 36505 PLEASE MAIL PAyMENT TO: CALDWELL GOI4NTR.y CNEVR.OLET Po "SOX 27 CALDWELL, TEXAS 7723g. TERMS: NET 30 (-- Payment Details 0 Cash 0 Check 0 Creait cal a marAt Cc. ii C zp:.rer, 12/17/2012 T t41;lt Price 4 +00.00 St4btotal Shipraids Hatncals.e TRAC.S State TOTAL Ofrize List Ovau PL EASE REMIT PAYMENT To CALDwELL Coctiklner ctlEvROL Er TOTAL ..... . _ _ 4400.00 *400.00 40.0o *400.00 e•Pro 71 '3 rzrcomplete r-1 Partial Req. # PO. it 6_5,09 -Rpch4A (9 5 7 / City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000053273 CALDWELL COUNTRY CHEVROLET PO BOX 27 CALDWELL TX 77836 Tax Exempt? N Tax Exempt ID: kine-Sch Item/Description Purchase Order Dispatch via Print Purchase Order NROCK-0000036509 Date Revision Page 10/19/2012 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone MARGIE HOWARD Currency USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Quantity UOM PO Price 1- 1 2013 CHEVROLET TAHOE PPV CC10706 2- 1 Non -Equipment Charges (BUY BOARD) 3.00 EA Schedule Total Item Total 1.00 LOT Schedule Total Please find attached contract pricing for BUY BOARD Contract # 358-10 purchase of vehicles Quote # 001 for purchase on BuyBoard contract # 358-10 Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were incorporated In full text. The full text version of the T&C's Is available at http:ffwww.roundrocktesas.gov/home/index.asp?page=463 or call the purchasing office at (512) 671.2861. 24,976.00 Extended Amt Due Date 74,928.00 11/16/2012 74,928.00 1 74,928.00 400.00 400.00 11/16/2012 400.00 400.00 75,328.00 Payables Web Services Print Check/Serial#:10002215 Account# :456891402 CITY OF ROUND ROCK 22I E. MAIN STREET ROUND ROCK, TX 78664 Pfau (S12)218.5400 JI'JIt11tCAN CHASE RANK, K.A. I)AI.I.AS. TEXAS Data 21.1)ec.2012 Amount: 19 952.87 10002215 Pay Aawaat 519,952.87"" Pay ""NINETEEN THOUSAND NINE HUNDRED FIFTY-TWO AND 87 / 100 DOLLAR."' • To The PROFESSIONAL TURF PRODUCTS Order Of P O 80X 201349 DALLAS, TX 73320 le /OOP 22i5N' Li13008801: 1. 5689 140 2e' Page 1 of 1 Plc:c•c t ,:mtlno the follateilnry nccutit7 (catureo bulore are ppttg lht.: r.BtxL': c 17,729.52 + 210003 1 -H6.17 4- 11-3'52.17.-J7 https://disburse-pws.jpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 PROFESSIONAL IVO -(1.05-5--fl Professional Turf Products, LP HOUSTON KANSAS CITY SAN ANTONIO TULSA DALLAS/FT. WORTH PH (713) 983-0700 • PH (913) 599-1449 • PH (2101 666-0808 • Pl-I (918) 622-8676 • R1-1,(8171 785-1900 FAX (7131896-0988 FAX 19131 599.0667 FAX 1210) 6660171 FAX 191E31663-0116 FAX 18 I7) /85-P)0I www.proturf com DOCUMENT TYPE INVOICE DOCUMENT NUMBER 7n -nn DATE PAYMENT TERMS 4112 I Bays...... CUSTOMER NUMBER ,u CITY OF ROUND ROCK 221 E. MAIN STREET ROUND ROCK, TX 78664 SHIPPING INSTRUCTIONS; LN `lf. 2 3 4 5 6 PRODUCT DESCRIPTION. Sand Pro 5040 Serial M: 312000358 OAS FINISH GRADER Serial #: 312000146 MVP KU-SANDPRO DESTINATION CHARGES BUY BOARD ORDER TURF SETUP SHIP VIA WHSE —Sbop`De1- PLEASE FORWARD ALL PAYMENTS TO: RO. BOX 201349 DALLAS, TX 75320-1349 FOR QUESTIONS REGARDING YOUR ACCOUNT PLEASE CONTACT ACCOUNTS RECEIVABLE AT: 1-888-776-8873 PARKS AND RECREATION DEPT CITY OF ROUND ROCK 301 W BAGDAD STE 250 ROOD ROCK, TX 78664 Page # 1 0 SHIPPED. SALE -REP. :r.'L ..:-. PO.:NUMBER, ",- -6ANAI-12144/42 PAM-8R0W QTY= ` `'OTY . - QTY_. ORD _ B!0 SHIP 08705 08754 30035, DESTINATION CHARGE BUY BOARD setup 2 '0 0 UIM UNIT° =UNIT EXTENDED PRICE AMOUNT EACH EACH EACH EACH EACH HOUR 17356.50000 0.00000 0.00000 372.82000 0.00000 0.00000 Sub -Total 17356.50 0.00 0.00 372.82 0.00 0.00 17729.32 eI'ro Liec. /7- /2-, Date C'ompl to 1 $ Partia) Req. # ,//55 Po. # 361034 Rept. h /e3 711 "LAST PAGE *" 1� TOTALS NO MERCHANDISE RETURNABLE WITHOUT PRIOR AUTHORIZATION. RETURNED GOODS SUBJECT TO 25;: Hf:.HHANOLINO CHARGE. INTEREST Al 1NE RATE Or I % PER MONTH WILL RE CHARGED ON PAST CUE ACCOUNTS, 7 D1 7 OTHER CHARGE SHIPPINGMANOLING/EN'VIRON SALES TAX TOTAL OYANo.L.: 11'.'1914 0.00 0.00 0.00 17729.32 City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000054233 PROFESSIONAL TURF PRODUCTS 1010 N INDUSTRIAL BLVD EULESS TX 76039 Tax Exempt? N Tax Exempt ID: ILineSch Item/Description Purchase Order Dispatch via Print Purchase Order Date Revision NROCK-0000036634 11/07/2012 Page 1 Payment Terms Freight Terms Ship Via Due Now FOBDestination Freight Prepaid Best Wa Buyer Phone MARGIE HOWARD Currencyl USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfg ID Quantity UOM PO Price Extended Amt Due Date 1- 1 Sand Pro 5040 (Self Propelled spreader) 1.00EA 15,208.83 Schedule Total Item Total 2- 1 OAS Finish Grader 1.00EA Schedule Total Item Total 3- 1 400 Hour Filter Maintenance Kit 1.00EA \ Schedule Total �cJ� Item Total 4- 1 Delivery Fee 1.00EA Schedule Total Please find the attached estimate for a BUYBOARD (CONTRACT # 373-11) purchase of a Sand Pro. 2,072.96 99.90 347.63 Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T 8 C's) are hereby Incorporated Into this purchase order (PO) by reference, with the same force and effect as If they were Incorporated In full text. The full text version of the T&C's 1s available at http://www.roundrocktexas.gov/homelindex.asp?page=463 or call the purchasing office at (512) 671-2861. 15,208.83 11/27/2012 15,208.83 15,208.83 2,072.96 11/27/2012 2,072.96 2,072.96 99.90 11/27/2012 99.90 99.90 347.63 11/27/2012 347.63 347.63 17,729.32 Payables Web Services Print Check/Serial#:10003491 Account#:456891402 Amount: 13 988.23 Page 1 of 1 :F%71• 3` 710TPCCAFT:Ihtfrg,DrCA.P_l#5271'_1•4*,RuaPrO:?iS,C7NISUNE S{j[its?1.V.111-;'ca1FUE2StEPuT:4HEfl.gi _I;;__,-,�'-�„ 5rr RRAR CITY OF ROUND ROCK 221 E. MAIN STREET ROUND ROCK, TX78664 P6n.(512)218-5400 C.A� CHASE TEXAN ANK, N.A. DALLAS, 10003493. Dan 22.Feb.2013 Pay Amount SI3,988.23"" 1 Pay ""THIRTEEN THOUSAND NINE HUNDRED EIGHTY-EIGHT AND 231700 DOLLAR+"" ToT e Order Of TRAFFIC AND PARKING CONTROL CO., INC. 5100 W. BROWN DEER ROAD BROWN DEER WI 53223 u°10003493,10 1.11. Z 1,300880. 456891,402v aelti cam. =.' .: 7i ';BL'B OR CSFATM EOn THE P_.!:K(OCK7, KEY cCOtIS=CO:OR\ti:Ll: Ft. CELt1D,M:n REAPSEER t+tn{t011IF!.JOIC:A' fi -OrOP VZ-. • ,B a_y :C. 1:: �'-L•e. tE. •-^: :•::^. L• :r ?T .:-_ •V :. _c ra.'. • ..& 6•. _:A.:6• _ _ _tzYf,.•$.ia__- _E'.'f �v R u -.'CJI ae v 'iF`.f nV.. 2u:.'.; h.l� n Z'• 1-!. J:.`:• . J 155012 L 2l26/2013 68674000Q006820 >071000285. D)PoskEdg>(R) BMO Hung: bud[ NK (1. a D A 2 to e y0 ._=yy <,4 • me z g Ss a p 2 • O A c o https://disburse-pws.jpmorgan.com/pws/custapp/Externallnquire.do 5/7/2013 W: TAPCO TRAFFIC & PARKING CONTROL CO., INC. 5100 W Brown Doer Road Brown Door WI 53223 Phono (262) 814-7000 Fax (262) 814-7017 Date: January 29, 2013 Involco No: 414603-R BI11 To: City of Round Rock Attn: Marshall Reynolds 221 E Main Street Round Rock TX 89664 c25655 so397636 Ship To: �NMUFEB 0 4 2013 City of Round Rock,Vehicle Maint. Attn: Marshall Reynolds 901 Luther Peterson gE+V Round Rock TX 786ML ED FEB 0 4 2013 Salesperson P.O. NUMBER SHIPPED SHIP VIA F.O.B. POINT TERMS KrissyAwo 10222899 112912013 Conway Froight Not 30 DESCRIPTION UNIT PRICE AMOUNT 1 1 Striper,LineLazer IV 3900 Model w12 Guns,Airtess 4.0 HP Honda Engine GrindLazer Model 480,Graco Scarifier,Vanguard 16 HP Engine with 10" 6 Point Miller Complete Assembly $5,538.82 8449.41 $5,538.82 0.00 8449.41 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ePro Date ` _` - 6-- .2-0/3 0,00 0.00 0.00 Partial >-C Complete04 QQ Req.14-1Q � 0.00 Po. # 3 6 cl t o.00 oko Rcpt. # / d2_04.0o:oa SUBTOTAL 0.00 813,988.23 TAX FREIGHT TOTAL THANK YOU FOR YOUR BUSINESS! 813,988.23 Purchase Order City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000052819 TRAFFIC AND PARKING CONTROL CO., INC. 5100 W. BROWN DEER ROAD BROWN DEER WI 53223 Tax Exempt? N Tax Exempt ID: 1Line-Sch Item/Description CHANGE ORDER Dispatch via Print Purchase Order Date Revision Page NROCK-0000036991 01/16/2013 1 - 01/18/2013 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone MARGIE HOWARD Currency USD Ship To: Bill To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfg ID Quantity UOM PO Price 1- 1 245-00027 Striper, LineLazer IV 3900 model with 2 Guns, Airless, 4.0 HP Honda engine 2- 1 6844597 GrindLazer Model 480, Graco scarifier, Vanguard 16HP engine, with 10"6 point miller complete assembly Attn: Laura Ellett 3- 1 ESTIMATED FREIGHT PREPAY/ADD NOT TO EXCEED AMOUNT. Quote #Q114726, Dated 1/8/2013 TxMAS Contract 8-78040 State Req. No. M2462-13-07 State PO #10222899 1.00EA 5,538.82 Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00LOT Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby incorporated into this purchase order (PO) by reference. with the same force and effect as if they were Incorporated In full text. The full text version of the TSC's Is available at http://www.roundrocktexas.gov/home/index.asp?page=463 or call the purchasing office at (512) 671.2861. 8,449.41 500.00 Extended Amt Due Date 5,538.82 02/13/2013 5,538.82 5,538.82 8,449.41 02/13/2013 8,449.41 8,449.41 500.00 01/18/2013 500.00 500.00 14,488.23 Payables Web Services Print Check/Seria I # :10003491 Account#:456891402 Amount: 13,988.23 Page 1 of 1 ..;:OLIO.LpCCE•<. • , CA:J';l ).: - E ri;t. Lt'&'•s_EYi:C'EAij,AbE!n9NFEjjiD.niab}7:S EME 155(1;A10 A -IOt:E ,OUE'0AIEPe!M1P ILEG,'FELp10JME_ ..-� . 1 l ' ' CITY OF ROUND ROCK 116 „ i 221 Ti. MAIN STREET ROUND -ROCK, TX•78664 • Pfin. (512) 218-5400 3P8Uu (AN CHASE DANK, N.A. DALLAS, TEXAS SR.RR 10003.491 Date 22.Feb.2013 Pay Amount 513,988.23"• Pay ••••THIRTEEN THOUSAND NINE HONORED EIOHTY-E(GHTAND '23'/100 DOLLAR•••• To The TRAFFIC'AND PARKING CONTROL CO., INC. Order Of 5100 W. BROWN.DEER ROAD BROWN.DEER, WI 53223 R'1000349 Lu' a:a i i30013801: 45689 it,0 2le I•" ! !4,< s ri., CC80fl OREATME•ON7NERNKLOCK7. KEY; ?4,40tbfi V.I. EAf10_HE11 NE ••E • NbiLdltr, 1_ELT CO CCR- FICO OF OOESLO E. ADPCCEg7--�_$a:: . d•,^_, :c. 5e: �.. u't.. ': C'.jj ..... :Ir; :.^.:.� ._..7_^.: 33 C _ o ^,.r .S C. E•. �J..:'s• _ it.�•U .•51' ..t:9a10.:•j A "C'r11JC V:FA'r£.a ,.lr..e JRJi...•L'.: "'J:.b . :. _ :L'.. ......- _-E..:1 V.�•: moi. 1:��1.: ..'..'r .,.. er.-r ::<c 7..' • — • .155012 L. 2,2512013 6867e000Q006920 .0710002804 D�poa@Edg.(R) LAAO kat,i. ¢ank NK .Lig7 1< https://disburse-pws.jpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 tl J TA P C TRAFFIC & PARKING CONTROL CO., INC. 5100 W Brown Deer Road Brown Door WI 53223 Phone (262) 814-7000 Fax (262) 814-7017 Data: January 29, 2013 Involco No: 414603-R 8111 To: City of Round Rock Alin: Marshall Reynolds 221 E Main Street Round Rock TX 89664 c25655 so397636 Ship To: INRIVEIJ'FEB 0 4 2013 City of Round Rock;Vehiclo Maint. Attn: Marshall Reynolds 901 Luther Peterson �EiVEo FEB 0 Round Rock TX 786 4 2013 Salosporson P.O. NUMBER SHIPPED SHIP VIA F.O.B. POINT TERMS Krlssy Awo 10222899. 1/2912013 Conway Froight Not 30 DESCRIPTION UNIT PRICE AMOUNT 1 1 Slriper,LineLazer IV 3900 Modelw/2 Guns,Airiess 4.0 HP Honda Engine GrindLazer Model.480,Graco Scarifier,Vanguard 16 HP Engine with 10" 6 Point Miller Complete Assembly 55,538:82 8449.41 $5,538.82 0.00 8449.41 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ePro[ Date. - 6- a.©/3 0.00 0.00 (`"k 0.00 Complete Partial 0,00 Req. # 11 l j-10.00 PO. # 3(D 'A t 0.00 0.00 Rept. tf / Q- -- 0.00 SUBTOTAL 0.00 $13,988.23 TAX FREIGHT TOTAL THANK YOU FOR YOUR BUSINESS.! 513,988.23 Purchase Order City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000052819 TRAFFIC AND PARKING CONTROL CO., INC. 5100 W. BROWN DEER ROAD BROWN DEER WI 53223 Tax Exempt? N Tax Exempt ID: ILineSch Item/Description CHANGE ORDER Dispatch via Print Purchase Order Date Revision Page NROCK-0000036991 01/16/2013 1 - 01/18/2013 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone MARGIE HOWARD Currency USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Mfq ID Replenishment Option: Standard Quantity UOM PO Price Extended Amt Due Date 1- 1 245-00027 Striper, LineLazer IV 3900 model with 2 Guns, Airless, 4.0 HP Honda engine 2- 1 6844597 GrindLazer Model 480, Graco scarifier, Vanguard 16HP engine, with 10"6 point miller complete assembly Attn: Laura Ellett 3- 1 ESTIMATED FREIGHT PREPAY/ADD NOT TO EXCEED AMOUNT. Quote #Q114726, Dated 1/8/2013 TxMAS Contract 8-78040 State Req. No. M2462-13-07 State PO #10222899 1.00EA 5,538.82 Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00LOT Schedule Total Item Total Total PO Amount ' The City of Round Rock's (City's) standard purchase terms and conditions (T 8. C's) are hereby Incorporated Into this purchase order (PO) by reference. with the same force and effect as If they were Incorporated In full text. The full text version of the TSC's is available at htip:t!www.roundrocktexas.gov/homefindex.asp?page=463 or call the purchasing office at (512) 671-2861. 8,449.41 500.00 5,538.82 02/13/2013 5,538.82 5,538.82 8,449.41 02/13/2013 8,449.41 8,449.41 500.00 01/18/2013 500.00 500.00 14,488.23 Payables Web Services Print Check/Serial# :10002368 Account# :456891402 Amount: 14L932•98 Page 1 of 1 ,,,,°a Pay CJ.TY OF ROUND ROCK 221 F- MAIN STREET ROUNL) ROCK, TX 78664 PIM. (512)218-5400 JI'd1UICGAN CHASE (BANK, N.A. UAIJ.AS, TEXAS II 13 10002368 Date 28.Dec.2012 Pay Amount 514,932.98+" ""FOURTEEN THOUSAND NINE HUNDRED THIRTY-TWO AND 98 / 100 DOLLAR**** To The TOYOTALIFT OF TEXAS Otte. Of 7110 NORTH FREEWAY HOUSTON. TX 77076 a' 1000 236130 1: L i i 300880{: 4 5689 i40 2u' atisi PUO OF EPEATIE 09THE PM LOCK S KEY ICCNS-CCLCK VaLL FACE AND TME! REAPFEAP ON AK DATMEKTIC CKECK-6 COLOR COES NOT FALK KO NOT ACCEPT oarn.'le I. 153890 :< nan••. u• E;,ECTR.lCkLT._ DEPOSITED VIA PDC AT TLB https://disburse-pws.jpmorgan.com/pws/custapp/Externallnquire.do 5/7/2013 CERTIFICATE OF ORIGIN FOR A VEHICLE WORK AREA PROTECTION CORP. DATE INVOICE NO. 2/14/2013 173492 VEHICLE IDENTIFICATION NO. YEAR MAKE 1P91F1016CG301720 2012 SMC4000 BODY TYPE SHIPPING WEIGHT Trailer 8501bs. H.P. (S.A.E.) G.V.W.R. NO. CYLS. SERIES OR MODEL MSNM 190 21/2013 25:0:41353084841 `-'ke. aq'4,72 I, the undersigned authorized representative of the company, firm or corporation named below, hereby cer- tify that the new vehicle described above is the property of the said company, firm or corporation and is transferred on the above date and under the Invoice Number indicated to the following distributor or dealer. NAME OF DISTRIBUTOR, DEALER, ETC. Traffic & Parking Control 5100 W Brown Deer Road Brown Deer, WI 53223 'RAILER TYPE: 0 L It is further certified that this was the first transfer of such new vehicle in ordinary trade and commerce. BY: WORK AREA PROTECTION CORP.'' MPT WAP1632 AUT • i. ED REITRESEN ATIVE) 2500 Production Dr. St. Charles, IL 60174 19/2013 0.00 0.00 0.00 0.00 0.00 0.00 0.00 THIS RECEIPT TO ALL COMMERCIAL VEHICLES. THIS RECEIPT IS YOUR PROOF OF APPLICATION FOR CERTIFICATE OF TITLE AND REGISTRATION. IGINAL -500-RTS (REV. 09/2012) DHT157490 Payables Web Services Print Check/Serial# :10003987 Account# :456891402 Amount: 42,551.40 Page 1 of 1 AGO 110114_ P_ � GIE _STjIE .1_F �_�^n•ST E�-tCFS_FpOE�"E!_ aA _l1EU,+ �_, CITY OF ROUND ROCK 221 E,MAIN STREET ROUND ROCK, TX 78464 Phi. (512)2184400 JI'MIOR(:AN IASE OINK, N.A. DALLAS. TEXAS 1113 10003987 Date 15.Mar.2013 Pay Amount 542,551.40"" Pay ""FORTY-TWO THOUSAND FIVE HUNDRED FIFTY-ONE AND 40 / 100 DOLLAR"'" To The TRAFFIC AND PARKING CONTROL CO., INC. Order of 5100 W. BROWN DEER ROAD BROWN DEER, WI 53223 11' 1000 3 98 711' I: i i 13008804: 4 5 68 9 140 211' . r-+: 'OO'T:=•tLeCK.t',,E— FA 40 • M=1:1.n•0 ^n F s OT FFD% 17•AC FT—, 155508 , ]/182013 716490000011140 >071000288< DapositEdaNR) BMO Hems Bank NA o . R� mR 5.51,141 sos m {b 3 v. https://disburse-pws.jpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 TAPCO RECEIVED FEB 19 2013 Traffic & Parking Control Company, Inc. 5100 W. Brown Deer Road. Brown Deer, WI 53223 P 800.2360112 1 www.tapconet.tom 1 F 800.444.0331 The Business of Safety INVOICE Customer Copy Number Date !416053 2/1812013 Pane 1 awl To Customer 025665 City Of Round Rock Marshall Reynolds 221 E. Main Street ° Round Rock, TX 78664 USA SNP To: City Of Round Rock Marshall Reynolds 28ADM. Vehicle Maintenance 901 Luther Peterson Place ROUND ROCK. TX 78665 Your Rsraoneo 542,551.40 Skipped Salesperson Trona Bales Order F Freight Ship Ma NROCK.0000036974 2/1812013 Krissy Awe Net 30 DAYS 30397302 Freight Owed IBM ItltmIDeacr1D11ot1 Wired Mood UtMM Met Damian 1415-30000 Soler Meseaae Board. 48"H x 96'W. Basic Model 2 2 EA 12.733.33 25.468.66 SMC 4000 Mini Message Center Trailer.e50 lbs Includes: 113603 Verizon remote conaynrnicaton option 2 2 EA 1415-2000 Solar Message Carder. Full matrix display. 79.5 1 1 EA 16.344.44 16.344.44 Haight x 133" Width, SMC 2000 FM ST trrdudes: 113603 Verizon remote communication option 1 1 EA 1415-05532 Extra Batley/ Ootion (or use with all (14151 Message 1 1 EA Boards 1 1 EA 740.30 740.30 FREIGHT Freight Lead time is approxlm ataly 2-3 weeks ARO Thank you - Krissy Awe at TAPCO Direct Ph # 262-649-5103 krtstlneifiltaaconetcom eProDate eineurtry _ r9- �0�3 Complete / y 73 El Paitial of 3497' Rept. # / f 0 0 / Merchandise Discount Tax DownPaymanl Total Due 542,551.40 $0.00 50.00 542,551.40 Purchase Order City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000052819 TRAFFIC AND PARKING CONTROL CO., INC. 5100 W. BROWN DEER ROAD BROWN DEER WI 53223 Tax Exempt? N Tax Exempt ID: ILineSch Item/Description Dispatch via Print Purchase Order NROCK-0000036974 Date Revision 01/14/2013 Page 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer MARGIE HOWARD Phone Currency USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfg ID Quantity UOM PO Price Extended Amt Due Date 1- 1 ITEM 1415-30000 SOLAR MESSAGE BOARD, 48"H x 96"W MODEL SMC 4000 MINI MESSAGE CENTER TRAILER 2- 1 ITEM 1415-2000 SOLAR MESSAGE CENTER, FULL MATRIX DISPLAY, 79.5H x 133W, SMC 2000 FM ST 3- 1 FREIGHT QUOTED 2.00EA 12,733.33 Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T 8 C's) are hereby Incorporated Into this purchase order (PO) by reference, with the same force and effect as if they were Incorporated In full text. The full text version of the T&C's Is available at httpllwww.roundrocktexas.gov/homelindex.asp7page=463 or can the purchasing office at (512) 671.2861. 16,344.44 740.30 25,466.66 02/13/2013 25,466.66 25,466.66 16,344.44 02/13/2013 16,344.44 16,344.44 740.30 02/13/2013 740.30 740.30 42,551.40 CERTIFICATE OF ORIGIN FOR A VEHICLE /21/2013 625041353084531 VEHICLE IDENTIFICATION NO. 1P91F1012CG301719 BODY TYPE I, the undersigned authorized representative of the company, firm or corporation named below, hereby cer- tify that the new vehicle described above is the property of the said company, firm or corporation and is transferred on the above date and under the Invoice Number indicated to the following distributor or dealer. NAME OF DISTRIBUTOR, DEALER, ETC. Traffic & Parking Control 5100 W Brown Deer Road Brown Deer, WI 53223 TRAILER TYPE: H: 0 It is further certified that this was the first transfer of such new vehicle in ordinary trade and commerce. iS 2500 Production Dr. St. Charles, IL 60174 EXEMPT 0.00 0.00 0.00 03/19/2013 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Zount: THIS RECEIPT TO BE CARRIED IN ALL COMMERCIAL VEHICLES. THIS RECEIPT IS YOUR PROOF OF APPLICATION FOR CERTIFICATE OF TITLE AND REGISTRATION. ORIGINAL VTR -500 -RTS (REV. 09/2012) DHT157490 Payables Web Services Print Check/Serial#:10003987 Account# :456891402 Amount: 42,551.40 Page 1 of 1 -4•N Lr.".•••• -(35C10 GCS Ff.:_hj'•::CjfEC,,jL/SlC:!;S-aIC:Pjg7:F.CiCkt14..C-CP-LF;r4-A-D.EFFti5TF•'11-F.CIJ:C:EVS.EETHE:r.p;_ou$:IVAI.,t,J.C;lfrlfA,LF•'•L ATE !•*: A !L'CCHE A104-4:7-‘, CITY OF ROUND ROCK 1 221 B. MAIN STREET ROUND ROCK, TX 78464 • '0' -Ptm: (5)2)218-5400 JPAIORC:AN CIIASE BANK, N.A. DALLAS, TUXAS 3.0 0 0 3 9 87 Date 15.M0t.2013 Pay Amount $42,551A0*** Pay ....FORTY-TWO TUOUSAND FIVE.HUNDRED FIFTY-ONE AND 401 100DOLLAR" .4 To The TRAFFIC AND PARKING CONTROL CO., INC. Order Of 5100" W. BROWN DEER ROAD BROWN DEER, WI 53223 ut /0003987H' 1:1& /3008801: 45689 i40 2116 ftezdr,te • ....r.t.:RuBbq.,,T,IE THEye, Lcos.v,E.y.:cp,s,•:,i). CA V. L FACE'', .0 ilEfiflACPEAR.ON.CV 41,1t1L. ,20rn-trc71 ES VOT FACE -700. :01,ACCEPOI 15550a 3tle/2013 7.18490000011140. .071000288e DepositEcao(R) 10.40 Herds Bonk NA 1 https://disburse-pwsjpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 TAPCO RECEIVED FEB 19 2013 Traffic & Parking Control Company, Inc. 5100 W. Brown Deer Road. Brown Deer. WI 53223 P 800.236.0112 I www.tapconet.com I F 800.444.0331 The Business of Safety INVOICE Customer Copy Number Date /416053 Page ,2118/2013 1 eat To Customer fl 025655 City Of Round Rock Marshall Reynolds 221 E. Main Street Round Rock, TX 78664 USA Ship To: City Of Round Rock Marshall Reynolds 28ADM, Vehicle Maintenance 901 Luther Peterson Place ROUND ROCK, TX 78885 Your Reference $42.551.40 8Wppsd Salesperson Terms Sides Order $ 1 Freight Ship Vt. NROCK-0000036974 2/1812013 Krissy Awe Net 30 DAYS S0397302 Freight Qu�ed ll@m gemlDescdlptlof Quieted Mani UM Erica Landon 1415-30000 Soler Messaae Board. 48"H x 98'W. Basic Model 2 2 EA 12.733.33 25.488.68 SMC 4000 Mini Message Center Traller,850 lbs includes: 113603 Verizon remote communication option 2 2 EA 1415-2000 Solar Message Center. Full matrix display. 79.5 1 1 EA 16.344.44 1b.344.44 Haight x 133" Width, SMC 2000 FM ST Includes: 113603 Vertzon remote communication option 1 1 EA 1415-05532 Extra Salim Ootton for use with all (1415) Messaoe 1 1 EA Boards FREIGHT Freight 1 1 EA 740.30 740.30 Lead time is approximately 2-3 weeks ARO Thank you - Krissy Awe at TAPCO Direct Ph 11 262-649-5103 kristineataaconet.com ePro g - 00i3 Date lehYrAvry L Completef 73 E=3 dial Req. # PO.# 3l4.9741 Rept. # / / ° / Merchandise Discount Tax DownPayment Total Due $42.551.40 $0.00 50.00 $42.551.40 Purchase Order City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000052819 TRAFFIC AND PARKING CONTROL CO., INC. 5100 W. BROWN DEER ROAD BROWN DEER WI 53223 Tax Exempt? N Tax Exempt ID: iJneSch Item/Description cociov4 Dispatch via Print Purchase Order NROCK-0000036974 Date Revision Page 01/14/2013 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer MARGIE HOWARD Phone Currency USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfq ID Quantity UOM PO Price Extended Amt Due Date 1- 1 ITEM 1415-30000 SOLAR MESSAGE BOARD, 48"H x 96"W MODEL SMC 4000 MINI MESSAGE CENTER TRAILER 2- 1 ITEM 1415-2000 SOLAR MESSAGE CENTER, FULL MATRIX DISPLAY, 79.5H x 133W, SMC 2000 FM ST 3- 1 FREIGHT QUOTED 2.00EA 12,733.33 25,466.66 02/13/2013 Schedule Total Item Total 1.00EA Schedule Total Item Total 1.00 EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby Incorporated Into this purchase order )PO) by reference, with the same force and effect as If they were Incorporated In full text. The full text version of the T&C's is available at http:Ihvww.roundrocktexas.gov/home/index.asp7page=463 or call the purchasing office at (512) 671.2561. 16,344.44 740.30 25,466.66 25,466.66 16,344.44 02/13/2013 16,344.44 16,344.44 740.30 02/13/2013 740.30 740.30 42,551.40 r� x CERTIFICATE OF ORIGIN FOR A VEHICLE WORK AREA PROTECTION CORP. DATE 2/14/2013 VEHICLE IDENTIFICATION Na 1P91E171XCG301631 BODY TYPE Trailer H.P. (S.A.E.) G. V.W.R. INVOICE NO. 173492 3/19/2013 4625041353085504 YEAR MAKE 2012 SMC2000 FM ST SHIPPING WEIGHT 18751bs. NO. CYLS. SERIES OR MODEL MSN09645 I, the undersigned authorized representative of the company, firm or corporation named below, hereby cer- tify that the hew vehicle described above is the property of the said company, firm or corporation and is transferred on the above date and under the Invoice Number indicated to the following distributor or dealer. NAME OF DISTRIBUTOR, DEALER, ETC. Traffic & Parking Control 5100 W Brown Deer Road Brown Deer, WI 53223 It is further certified that this was the first transfer of such new vehicle in ordinary trade and commerce. WORK AREA PROTECTION CORP. WAP1635 BY: V1,C {u( (SIGNATURE OF AUTHOZED REPRESENTATIVE) 2500 Production Dr. St. Charles, IL 60174 CITY - STATE (AGENT) rt — TRAILER TYPE: CH: 0 $ $ $ EXEMPT 0.00 0.00 0.00 03/19/2013 $ 0.00 $ 0.00 • $ 0.00 i $ 0.00 I. $ 0.00 r $ 0.00 $ 0.00 Count: THIS RECEIPT TO BE CARRIED IN ALL COMMERCIAL VEHICLES. THIS RECEIPT IS YOUR PROOF OF APPLICATION FOR CERTIFICATE OF TITLE AND REGISTRATION. ORIGINAL %rra_Fnn-RTC (RFV. 09/20121 DHT 157490 Payables Web Services Print Check/Serial#:10003987 Account# :456891402 Amount: 42,551.40 Page 1 of 1 NOj�}EPTIj:.2,(EZ'_.I/iY,n1E-1 KILO?%CTnE$'�COf1SFEb-fatEr.AA5HTD1Plf007LAilSFEFHEt4G0i«'fDUATi0tF F.j"F:TAtQF.iFETiTCD407_ZSiMt?�L 221 L. MAIN STREET ROUND ROCK, TX 78664 t - 5 ?ha. (512) 218-5400 CITY OF ROUND ROCK JPX1012C %N CHASE BANK, N.A. 1)A1.LAS. TONAS AR-. 1113 10003987 Date 15.MDr.2013 Pay Amount $42,551.40>+" Pay """"FORTY-TWO THOUSAND FIVE HUNDRED FIFTY-ONE AND 40! 100 DOLLAR"" TRAFFIC AND PARKING CONTROL CO., INC. 5100 W. BROWN DEER ROAD BROWN DEER, WT 53223 010003987e 11-1. L L 3008801: 456139 /40211° 4 >,r.r7U0(4bKEA1,lE'0.'1 TDE FI!:K LUCK•0'KL1'.0 :A..OR1'A1 .FACE t'4 EAFP AR !!-F'.4ilj 10_,TGCIECA,�CD (I0DPESi:(1T-€A0E 00':OT!ACCEIj ' 'X, • 155508 3/182013 718480000011140 >071000288c O.poaAEdg.(R) BMO Hama Bank NA n • https://disburse-pws.jpmorgan.com/pws/custapp/ExternaHnquire.do 5/7/2013 it: TAPC O RECEIVED FEB 19 2013 Traffic & Parking Control Company, Inc. 5100 W. Brown Deer Road. Brown Deer. WI 53223 P 800.236.0112 www.tapconet.com ( F 800.444.0331 The Business of Safety INVOICE Customer Copy Number 1416053 Date 2/18/2013 Page 1 am To Cuitomer° C25655 City Of Round Rode Marshall Reynolds 221 E. Main Street Round Rock, TX 78664 USA Ship To: City Of Round Rock Marshall Reynolds 28ADM, Vehicle Maintenance 901 Luther Peterson Place ROUND ROCK, TX 78665 Your Reference Shipped Salesperson Term Gabs Ordaz 0 Freight Ship Via 211812013 KrimAwe Net 30 DAYS S0397302 FreigNROCK-0000036974 Ciuda ! Liam I1fJNQSscrlpttort Ordmred Attland Sled 1 d & garland= 1415-30000 Solar Messes Board. 481H x 96'W. Basic Model 2 2 EA 12.733.33 25.460.66 SMC 4000 Mint Message Center Traller.850 Ibe Includes: 113603 Verizon remote connr unication option 2 2 EA 1415-2000 Solar Message Center. Full matrix display. 79.5 1 1 EA 16.344.44 16.34.4.44 Height x 133' Width, SMC 2000 FM ST Includes: 113603 Verizon remote communication option 1 1 EA 1415-05532 Extra Balton/ Option for use with all (1415) Marissa 1 1 EA Boards FREIGHT Freight 1 1 EA 740.30 740.30 Lead time Is approximately 2-3 weeks ARO Thank you - Krlssy Awe at TAPCO Dlroct Ph p 262.649.5103 krtsllnsatapconet.00m ePro g. ao�3 Date Tor - 1. Complete r i Partial Req. # i 13 Pa. # 3409 74/ Rept. # / 1 0 D / Merchandise Discount Tax DownPayment Total Due $42.551.40 50.00 50.00 542.551.40 Purchase Order City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000052819 TRAFFIC AND PARKING CONTROL CO., INC. 5100 W. BROWN DEER ROAD BROWN DEER WI 53223 Tax Exempt? N Tax Exempt ID: Dispatch via Print Purchase Order NROCK-0000036974 Date Revision 01/14/2013 Page 1 Payment Terms 30 Days Freight Terms Ship Via FOBDestination Freight Prepaid Best Wa Buyer MARGIE HOWARD Phone Currency USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard iLine-Sch Item/Description Mfq ID Quantity UOM PO Price Extended Amt Due Date 1- 1 ITEM 1415-30000 SOLAR MESSAGE BOARD, 48"H x 96"W MODEL SMC 4000 MINI MESSAGE CENTER TRAILER 2- 1 ITEM 1415-2000 SOLAR MESSAGE CENTER, FULL MATRIX DISPLAY, 79.5H x 133W, SMC 2000 FM ST 3- 1 FREIGHT QUOTED 2.00EA 12,733.33 Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were incorporated In full text. The full text version of the T&C's is available at http:/hvww.roundrocktexas.gov/home/index.asp?page=463 or call the purchasing office at (512) 671.2861. 16,344.44 740.30 25,466.66 02/13/2013 25,466.66 25,466.66 16,344.44 02/13/2013 16,344.44 16,344.44 740.30 02/13/2013 740.30 740.30 42,551.401 Payables Web Services Page 1 of 1 Print Check/Serial# :10003279 Account# :456891402 Amount: 14 465.59 CITY OF ROUND ROCK 221 E. MAIN STREET ROUND ROCK. TX 72664 P. (512) 210-5400 JPAIOUGAN CHASE DANK, wo.t.AS.TEXAS ff- 1000327 9 • D�k 15.Feb.2013 Pay Ammo* $141.465.59.*" ••••FOURTEEN THOUSAND FOUR HUNDRED SIXTY-FIVE: AND 59/ 100 DOLLAR•••• • To Tbe H&E EQUIPMENT SERVICES, INC. 0.1.. or PO SOX R49050 DALLAS. TX 75284-9850 4 010003279e 1:1.41.3ooatio1: 456891402e aLitt g._ .2rawfivre 849150 063742 1154 ata Go 1 VI L-4 0 V Oti r Z C") A 0 tv 1-4 fp Z DO 0 o t41-3C1A 7:JJo 1-1 1-3 •t = 0-101 • trt r NI IA C. ONOW );i0Nr ti Co I-. n) w co o CO Co tn https://disburse-pwsjpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 :1311 1 ICC.1) ICI611 tII3))13I) EQUIPMENT SERVICES, INC.. H&E Equipment Services,, Inc. 601 Tradesman Park Loop Hutto TX 78634 Phone (512) 759-4120 Fax (512) 759.4124 000953 Regional Credit Office Phone (866)322-6577 Fax (972)606-1011 RECEIVED DEC 31 2012 li" lill'lI'III11dlfilut$l'llrib111hI1111+111Ill'lllll" l'l'l "'AUTO"1A1XED MDC 280 453 T3:3 4531 MB 0.404 CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK TX 78664-5299 Page 1 of 1 Invoice Ship -To -Party CITY OF ROUND ROCK c/o VEHICLE MAINTENANCE 901 LUTHER PETERSON PLACE FOUND ROCK TX 78665-1312 USA Information Invoice No. 91029018 Customer No. Ref Sales Order No. Customer PO No. Currency Term of Payment Incoterm Date 12/26/2012 1049836 259759 NROCK-00000J6816 USD Due Upon Receipt DDP Delivered Duty Paid Item Material Year bent Description Serial Quantity Make Unit Price Model Amount 10 10309 32 FT ELECTRIC SCISSORLIFT 2008 GY072478 GS3208-91555 TAX EXEMPTION CERTIFICATE ON FILE /r4 v,Arc4- 1 EA 14,465.59 GY GS3232 14,465.59 PLEASE REMIT TO: P.O. Box 849850 Dallas TX 75284 Subtotal 14,465.59 Tax 0.00 Total Amount 14,465.59 Tax includes all applicable state, local, and miscellaneous surcharges. See reverse side for Terms and Conditions. Thank You for Your Business! City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000056173 H&E EQUIPMENT SERVICES, INC. PO BOX 849850 DALLAS TX 75284-9850 Tax Exempt? N Tax Exempt ID: Jne-Sch Item/Description Mfg ID Purchase Order Dispatch via Print Purchase Order NROCK-0000036816 Date Revision Page 12/11/2012 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone MARGIE HOWARD Currency USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Quantity UOM PO Price 1- 1 32 FT ELECTRIC SCISSORLIFT 1.00 EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T 8 C's) aro hereby incorporated into this purchase order (PO) by reference, wlh the same force and effect as If they were Incorporated in full text. The full text version of the T&C's is available at http://www.roundrocktoxas.gov/homeflndox.asp7page=463 or call the purchasing office at (512) 671-2861. 14,465.59 Extended Amt Due Date 1 14,465.59 01/07/2013 14,465.59 14,465.59 14,465.59 Payables Web Services Print Check/Serial#:10004182 Account#:456891402 Amount: 43 982.00 CITY OF ROUND ROCK ' '11211)3.1b1:401 STREET .. • Tit:N.664 MI. 01'2)111-SACO JPMORCAK CHASE RANK; K.A. DAI.LA.S. TEXAS . 2( • Page 1 of 1 —111W- 10004 182 Data 42.M r.20t3 Pay Amount S43,982.00•t' Pay ""PARTY --THREE THOUSAND NINE HUNDRED EIGHTY-TWO AND XX / 100 DOLLAR** .Tb WA'UKESHA-PEARCEINDUSTRIES IN ma!, of P.O.13oxTX T7 ^ . • Heiman. TX nztr,.00bti If LOOM. L820 1: L L 13008801: 1.5689 L1.0 2r • 4 Piens e exnmine. the Ionorwing security (centres before accepting title check: -.:'rer.n: -•nr,::-....,4.:'UJt. :. IC 4' �,.. r.i nS: iu. r 155703' 4 3) 48 a. L- 't t https://disburse-pws.jpmorgan.com/pws/custapp/Externallnquire.do 5/7/2013 WAUKESHA-PEARCE INDUSTRIES, INC. A PEARCE INDUSTRIES, INC. COMPANY P.O. BOX 35068, HOUSTON. TEXAS 77235-5088 PHONE (713) 723-1050 RECEIVED FEB 2 5 Account# Order # Brc Sls 1050`019 15916 l 304839 1 Sold To: 050 CITY OF ROUND ROCK 221 E MAIN STREET ROUND ROCK TX 78664 INVOICE Date Invoice # Page 02-21-13 50239348 1 Ship To: CITY OF ROUND ROCK 28ADM VEHICLE MAINT PICKED UP AT WPI AUSTIN ROUND ROCK Ship Via CUSTOMER TX 78665 Entered By forest Customer Purchase Order 0000036766 Customer Contact ED Ord Date 02-20-13 BW138A0-5 101650301095 Equip ID 101650301095 Customer Job number OPEN ACCOUNT Customer Phone M 512-218-5400 Ord Ship B/0 Part Number Description Unit Price UM Extended QUESTIONS? CALL (512) 251-0013 WE SERVICE ALL MAKES OF EQUIPMENT 1 4Q.6Yv./ 24-2013en4:4fr1 2_ 11 PC. 3101(6 I�ecar t t o 5c1 Co mpk id# 101650301095 model-BW138AD-5 54.3" VIB ROLLER,LT PKG SELL PRICE 43,982.00 serial# -101650301095 UNIT SOLD WITH STANDARD WARRANTY OF 12 MONTHS, 1000 HOURS WARRANTY START DATE 2/20/13 RRM Sub Total Sales Tax Number - MUNIICIPAL NEW REMIT TO ADDRESS +•'" WAUKESHA-PEARCE INDUSTRIES, INC. EXCHANGE P 0 BOX 204116 DALLAS, TX 75320-4116 ACH/WIRING: WELLS FARGO BANK, N.A. ABA#: 121000248 ACCOUNT#: 4122374218 Total Invoice Due By: ACCOUNT 02/21/13 43,982.00 0.00 43,982.00 After 02/21/13 Pay ----> 44,421.82 City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000000328 Waukesha -Pearce Industries Inc P.O. Box 200068 Houston TX 77216-0068 Tax Exempt? N Tax Exempt ID: dine-Sch Item/Description Purchase Order Dispatch via Print Purchase Order NROCK-0000036766 Date Revision Page 12/03/2012 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone Currency MARGIE HOWARD USD Ship To: 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfg ID 1- 1 DOUBLE DRUM VIBRATORY ROLLER Solicitation Number : 13-008 Quantity UOM PO Price 1.00EA 43,982.00 Schedule Total Item Total 2- 1 PICK UP AND DELIVERY FEE TO 1.00EA SERVICE LOCATION Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were incorporated in full text. The full text version of the T&C's is available at http://www.roundrocktexas.gov/homelindex.asp?page=463 or call the purchasing office at (512) 671.2861. Extended Amt Due Date 43,982.00 01/07/2013 43,982.00 43,982.00 300.00 300.00 01/07/2013 300.00 300.00 44,282.00 Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. 111/1111 III IIIIL�II�I�ILIIIII II, 11 II III III IIII11111111111H11I1 CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE f* 307500 0 1 4 8 8 7 3 ay VEHICLE IDENTIFICATION. NUMBEP. 4P5TF1825D1188317 YEAR MODEL MAKE OF VEHICLE 2013 PJ TITLE/DOCUMENT NUMBER DATE TITLE ISSUED .24625041309132009 02/13/2013 MFG. CAPAC'TY MODEL N TONS WEIGHT ( LICENSE NUMBER. 3800 9054578 PREVIOUS OWNER WASHINGTON COUNTY BRENHAM TX OWNER REMARK(S) ODOMETER READING CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK, TX 78664 EXEMPT k SIGNATURE OF OWNER OR AGENT MUST BE 04 INK UNLESS OTHERWISE AUTHORIZED BY LAW, IF IS A VIOLATION OF STATE LAW TO SIGN THE NAME OF ANOTHER PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF TITLE. DATE OF LIEN NONE 1ST LIENHOLDER 1ST LIEN RELEASED DATE THORIZED AGENT DATE OF LIEN 2ND LIENHOLDER 2ND LIEN RELEASED AUTHORIZED AGENT DATE OF LIEN 3R0 LIENHOLDER DATE... kY ITIS HEREBY CERTIFIED THAT THE.PERSON HEREIN NAMED IS THE OWNER OF THE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TO THEABOVELIENS.: RIGHTS OF SU RV IV ORSHI F' AGREEMENT WE, THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN, HEREBY AGREE THAT THE .OWNERSHIP OF THE VEHICLE DESCRIBED ON THIS CERTIFICATE. OF TITLE SHALL FROM THIS DAY FORWARD BE HELD JOINTLY, AND IN THE EVENT OF DEATH OF ANY OF THE PERSONS ,NAMED. IN THE:: AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THE SURVIVORIS) AUTHORIZED AGENT SIGNATURE DATE DATE DATE FORM 3aC REV. 04/2012 DO NOT ACCEPT TITLE SHOWING ERASURE, ALTERATION, OR MUTILATION.' rti'.:I nx{ - -'' ...1.. sn.: •s„n.* n .e„q.4� S °� �` :` * , .'. Payables Web Services Print • • Amount: 5,450.00 Page 1 ot• 1 l...I IGLIV ,JGI Is Tr . . .-- ..- .. . . _ _ _ _ _ _ OD' ODT ACC t PI MS CoC.C•L UNLESS NE MK LOCK A KEY ICONS MC ,HEN APECED•ThilYOJOAN SSE HEXAGONS 14 A DDAL404a.TPALSWATERMACK JI`MOIEGAN CHASE: IIANK, N.A. .. - CITY OF ROUND ROCK , DALLAS:MIAS :-:It- '. :221 P.; MAIN STREET , 't '7;4-- ROUND ROCK, TX 78664 • • . --...„,:,,,, Phn. (512) 218-5400 • --, . • - ' • . . . Dale 15.F6.2013 Pay ''FIVE THOUSAND FOUR. HUNDRED FIFTY AND XX,/ 100 DOLLAR**** • WHEN IELC TOTiLf MKT , \ ...- c 1117 10003351 - • Pay Amount 55,450.00". ..i . , . g ...* i Tana WCTRACTOR - NAVASOTA . I Order Of PO BOX 1619 ..ifii427;?.- ( . ) BRENHAM, TX 77833 . \-__...../ .. ! _. . .1 Ks L000 33 5 /0 1: i I 130013801: I, 5659 I. 40 2 tia - . . . • r.- • • • :an, t...,c :...11,...;; .;.,.. .._.._..,r._.. i:::,-.;_. c:::,.!!!..,,,;: -.i..:.:.::-,::: 154872 >113112995< 6100010151 02-20,2013 . . - . ,..... • t . . . i - 61 En RP2 • I LJ: https://disburse-pws.jpmorgan.com/pws/custapp/ExternalInquire.do 5/7/2013 WASHINGTON COUNTY TRACTOR, INC. 1889 HWY 290 EAST • P.O. BOX 1619 PHONE 979/836-4591 • FAX 979/836-7446 BRENHAM. TEXAS 77833 www.wctractor.com SOLDTO: CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK TX 78664 RECEIVED FEB 0 4 2013 8 NEW HOLLAND AGRICULTURE SERVING THIS AREA SINCE 1939 OUR GOAL IS CUSTOMER SATISFACTION BUSH*HOG° SHtt� TO: --1 CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK TX 78664 WORK PHONE: 512-218-5571 Acct No. ' TPayment Date jTlme Invoke Number CIROUNI 1/22/13j8:35AM 290437 .-1/22/13 '.Starting Date Ending Date MakeJModel _ _ Promi iiit_— . 7-7—_^1CaIi.WheLn Ready- Deliver? Usage• Yea KJ No 1 !Yea 0 No (;QUANTtT,Y;.;:r. Tz ,:»,BIO; -Z .s", 1d;MES,CRIPTION 0.4,3N.ARK'• PIN PO # 36800 P.O. Number BS Tax ID ITPa.N� 1 Serial Number CITY WILL REGISTER TRAILER 1 STOCK# :N26618 MAKE :PJ MODEL :18 FT POWER TILT BP YEAR :2013 TYPE :New DESC :18 FT FULL POWER TILT BP SERIAL :188317 SERIAL2:4P5TF1825D1188317 SP :BS USAGE :0 2-7 K AXLES BRAKES ON BOTH AXLES LED LIGHTS 6" CHANNEL, 2 5/16 COUPLER 1.§,Lock Number 2nd'Serial Number • involce.ly' pe .PRELIMINARY I 01 EIPARTtIUMBF.s,RS 40;,:.:a *`:PRIPrE:*4At;14,AMQ NX. :•� 5450.00 5950.00 ePro Date 6r .241/.3 ErCompkte CD Partial Req. # !3 o8 PO. # .369800 Rept. # /D8 (.5 I certify the items on this Invoice are purchased for exclusive use on a farm or ranch In etre production of agricultural products for sale. I understand that if the items are not used exclusively In this manner. twill be Gable for the tax, penalty, and interest M invoices are due and payable et our office in Brenham. Washington County, Texas. Finance charge Is computed by a -periodic rate at 1-1/2% pet month, whtch Ia an annual percentage tato of 1814 applied to the previous balance after deducting current payments and/or credits appearing on this statement. SIGNATURE INVOICE NO. 290437 1OIIIlHIOIllhIIIIIa EQUIPMENT 5450.001 LABOR ! 0.001 PARTS I 0.001 FREIGHTI MILEAGE- OTH-- ER SHOP SUPPIIS TOTALCHARGES SALES TAX t0.00 0. 0 0 0.00 0.00 5950.00 TOTAL AMOUNT 5450.00] Designates Tax Applied to This Item NO REFUNDS WITHOUT THIS INVOICE All claims and retumed goods must be accompanied by this bill -20% restocking charge on special order items. No returns on electrical items. City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000039892 WCTRACTOR - NAVASOTA PO BOX 1619 BRENHAM TX 77833 Tax Exempt? N Tax Exempt ID: 'dine-Sch Item/Description Purchase Order Dispatch via Print Purchase Order Date Revision Page NROCK-0000036800 12/10/2012 1 Payment Terms Freight Terms 30 Days FOBDestination Buyer Phone MARGIE HOWARD Ship To: 28ADM Fleet Operations 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Ship Via Freight Prepaid Best Wa Currency USD Mfg ID Quantity UOM PO Price Extended Amt Due Date 1- 1 NEW (TRAILER) PJ 18 POWER FULL POWER, 2-1 AXLES BRAKES ON BOTH AXLES, 6" CHANEL FRAME AND TONGUE, LED LIGHTS, HYDRAULIC POWER UP AND DOWN. 1.00EA 5,450.00 Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T 8 C's) are hereby incorporated into this purchase order (PO) by reference, wilh tho same force and effect as If they were Incorporated In full text. The full text version of the T&C's is available at htip:llwww.roundrocktexas.govfhomehndex.asp7page=463 II or call the purchasing office at (512) 671.2861. L 5,450.00 12/10/2012 5,450.00 5,450.00 r 5,450.001 uttF—or zed Signature C-Ti1-e--'1-- -xe-- "De_ 10005426 Date 17.May.2013 Pay Amount $23,316.49*** Pay ****TWENTY-THREE THOUSAND THREE HUNDRED SIXTEEN AND 49 / 100 DOLLAR**** To The PROFESSIONAL TURF PRODUCTS Order Of P O BOX 201349 DALLAS, TX 75320 1 " # $ % & ( + , - / 0 1 2 3 4 56 7 89 ; < = > ? @ ABCDEFGH I JKLMNOPQR ST UVW X Y Z [ 1 11'L000 5 4 2 611' 1:LLL3008801: 45689140211' 'Fie() Check Date. May.2013 Vendor Number: 0000054233 Check No. 10005426 Invoice Number Invoice Date Voucher ID Gross Amount Discount Taken Late Charge Paid Amount 1218077-00 25.Apr.2013 00218165 248.71 0.00 0.00 248.71 1218406-00 29.Apr.2013 00218166 529.80 0.00 0.00 529.80 1218696-00 30.Apr.2013 00218167 605.30 0.00 0.00 605.30 1218726-00 30.Apr.2013 00218168 65.40 0.00 0.00 65.40 1218836-00 01.May.2013 00218169 58.42 0.00 0.00 58.42 1218843-00 01.May.2013 00218170 581.98 0.00 0.00 581.98 1218910-00 03.May.2013 00218171 75.69 0.00 0.00 75.69 1219099-00 03.May.2013 00218172 556.65 0.00 0.00 556.65 1219208-00 03.May.2013 00218173 582.68 0.00 0.00 582.68 1219322-00 06.May.2013 00218304 97.11 0.00 0.00 97.11 1219361-00 06.May.2013 00218305 545.49 0.00 0.00 3020914-00 28.Feb.2013 00218322 19,369.26 0.00 0.00 19,369.2 r 3 Pi Check Number Date Total Total Total Total Gross Amount Discounts Late Charges Paid Amount 10005426 17.May.2013 $23,316.49 $0.00 $0.00 $23,316.49 PROFESSIONAL Tl.I .i Dbts 11 Professional Turf Products, LP HOUSTON KANSAS CITY SAN ANTONIO TULSA DALLAS/FT. WORTH PH (713) 983-0700 • P1 i (913) 599 1449 • PH (210) 666.0808 • PH (918) 622.8676 • PH (8171 785-1900 FAX 17131 896.0988 FAX )913( 599.0667 FAX (2 101 666.0171 FAX 19181 663-0116 FAX (817( 785-1901 www.proturf.com DOCUMENT TYPE INVOICE DOCUMENT HUMBER 1L -no 1455 DATE PAYMENT TERMS MAI/1N -._11at_II1-Days CUSTOMER NUMBER CITY Of ROUND ROCK 221 E. MAIN STREET ROUND ROCK, TX 78664 SHIPPING INSTRUCTIONS PLEASE FORWARD ALL PAYMENTS TO: P.O. BOX 201349 DALLAS. TX 75320-1349 FOR OUESTIONS REGARDING YOUR ACCOUNT PLEASE CONTACT ACCOUNTS RECEIVABLE AT: RECEIVED MAY 1 4 20138_776-8873 PARKS AND RECREATION DEPT CITY Of ROURO ROCK 301 W BAGDAD STE 250 ROUND ROCK. TX 78664 SHIP.VIA SHIPPED" i,_, .,SALES REP ANA 02/28/43 Page A 1 18 LN PRODUCT DESCR'PT1ON PRODUCT NUI,"EER OTY OTV QTY • UN! 1; ORD 1310 SHIP , . UNIT UNIT PRICE EXTENDED AMOUNT 1 2 3 4 5 6 7 8 9 Grcu ldsmaster 3280-0 200 Serial R: 313000134 72"50 DECK U/4 CASTERS serial 0: 313000130 WEIGHT -REAR MVP FILTER KIT-6M3280D t MILSCO SEAT Mechanical Seat Suspensi SCREW -HN WASHER -LOCK SETUP 30344 31336 24-5790-01 30051 30398': 30312 :4 325-8 3253-7 +, setup 1�= tVA Ly1 1rF •;i'• • 1 1 2 2 1 1 1 1 2 2 3.7 EACH EACH EACH EACII EACH EACH EACH EACH HOUR 19369.26000 0.00000 0.00000 0.00000 0.00000 0.00000 0.00000 0.00000 0.00000 sub -Total 19369.26 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 19369.26 "LAST PAGE •' 14 1 0 I 14 9 TOTALS NO MERCHANDISE RETURNABLE WITHOUT PRIOR AUTHORIZATION. RETURNED GOCDS SUBJECT `C 25%. REHANOUNG CHARM. INTEREST AT THE RATE OF ire% PER MONTH W:LI BE CHARGED ON PAST DUE ACCOUNTS. OTHER CHARGE SHIPPING✓HANDLINO/ENVIRON SALES TAX TOTAL cx •.:4OC W D19s1 0.00 0.00 0.00 19369.26 City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000054233 PROFESSIONAL TURF PRODUCTS 1010 N INDUSTRIAL BLVD EULESS TX 76039 Tax Exempt? N Tax Exempt ID: _ine-Sch Item/Description Purchase Order ov'f CHANGE ORDER - REPRINT Dispatch via Print Purchase Order NROCK-0000037018 Date Revision Page 01/18/2013 1 - 05/14/2013 1 Payment Terms Freight Terms Ship Via Due Now FOBDestination Freight Prepaid Best Wa Buyer MARGIE HOWARD Phone Currency USD Ship To: Bill To: 28ADM Fleet Operations 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfq ID Quantity UOM PO Price Extended Amt Due Date 1- 1 GROUNDMASTER 3280-D 2WD 2- 1 72" SIDE DISCHARGE 3- 1 REAR WEIGHT (1-35 LB ) 4- 1 400 HR FILTER MAINTENANCE KIT 5- 1 DELIVERY FEE 1.00EA 14,105.62 Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total 4,073.27 140.37 51.04 367.41 14,105.62 02/11/2013 14,105.62 14,105.62 4,073.27 02/11/2013 4,073.27 4,073.27 140.37 02/11/2013 140.37 148.37 51.04 02/11/2013 51.04 51.04 367.41 02/11/2013 367.41 PLEASE FIND THE ATTACHED QUOTE FOR THE BUY BOARD PURCHASE (CONTRACT # 373-11) OF A MOWER 6- 1 MILSCO SEAT, MECHANICAL SEAT SUSPENSION Item Total 1.00 EA Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T 8 C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were incorporated in full text. The full text version of the TSC's is available at http:pwww.roundroektexas.govihomenndex.asp7page=463 or call the purchasing office at (512) 671-2861. 631.55 367.41 631.55 05/14/2013 631.55 631.55 19,369.261 Authorized Signature c��e ems, Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. 11111111111111111111111111111111111111111111111111111111111111 CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE tic 0 1 6 9 4 1- t�ii��:+1�i�: TEXAS DEPARTMENT OF MOTOR VEI4CLES VEHICLE IDENTIFICATION NUMBER 4PICJ01A0DA013369 MAKE OF. VEHICLE BODY STYLE, FT MODEL TITLE/DOCUMENT NUMBER 24625041353084149 WEIGHT LICENSE NUMBER 3 33000 1148479 PREVIOUS OWNER SIDDONS MARTIN EMERGENCY DENTON TX OWNER CITY OF ROUND ROCK 221 EAST MAIN ROUND ROCK, TX 78664 ODOMETER READING REMARK(S) EXEMPT SIGNATURE OF OWNER OR AGENT MUST BE IN INK UNLESS OTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF STATE LAW TO SIGN THE NAME OF ANOTHER PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CER11FICATE OF TITLE. 1STLIENHOLOER 1ST LIEN RELEASED DATE AUTHORIZED AGENT 2ND LIEN RELEASED AUTHORIZED AGENT IT IS HEREBY CERTIFIED: THAT THE PERSON"HEREIN NAMED IS THE OWNER OFTHE VEHICLEDESCRIBED ABOVE WHICH IS SUBJECT MIME ABOVE LIENS. RIGHTS %.O F SURVIVORSHIP 'AGREEMENT SIGNATURE DATE WE, THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN, HEREBY . - AGREE THAT THE OWNERSHIP OF THE VEHICLE > DESCRIBED ON THIS CERTIFICATE OF TITLE SHALL FROMTHIS DAY FORWARD BE HELD JOINTLY,' AND IN THE EVENT OF DEATI4 OF ANY OF THE PERSONS NAMED IN THE- SIGNATURE DATE AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THE,SURVIVOR(SI• _ - SIGNATURE DATE FORM 30-0 REV, 0412012 00 NOT ACOEPT TITLE SHOWING ERASURE, ALTERATION, OR MUTILATION. 4.4 Payables Web Services Print Check/Serial# :10004205 Account#:456891402 Amount: 553,341.81 Page 1 of 1 1 -. DOfIOTACCEflTTHIS CHECK U;:LESSINE PIflK LOCK1 FEY ICOflSFADEVIHENWAKMEDA01=1,GSEF•HE%ACOLSI'1 C LOAt+TONEJC EWATERMATI IENAEOTO;HE'IIGHi: CITY:OFROUND ROCK :$2;111.14AIN STREET RQUNDROCK, TX 78664 • ;,,r •' 012) ;t8-5400 }:r x '�T J JPMORCAN CHASE DANK, N.A. DALLAS, TEXAS 1113 10004205 _'v_•i; Date 22Mar2013 Pay Amount 3553,341.81*** Pay ****FIVE HUNDRED FIFTY THREE THOUSAND THREE HUNDRED FORTY ;NE AND 81 / 100 DOLLAR**** Ton SR/DONS-MARTIN EMERGENCY GROUP Order or PO BOX 974615 DALLAS, TX- 75397-4615 NI 1000!4 20 5;u' 1. L 1 L 3008801: L s &a 9 L 40 2111 -moi_.. •- i xY { w f• ~ ' a'1'0055334 LEI Li 155726 JPMORGANCHASE 6K NA CR TO NMD 032513 x0749099824 PAYEE ALL 21508933 0974615 RTS RSVD 00953181 245 ' 0000000904102597 https://disburse-pws.jpmorgan.com/pws/custapp/ExtemalInquire.do 5/7/2013 J fJL i li.W 111 JJ.J!JJj.% -r 3500 SHELBY LANE DENTON. TEXAS 76207 GDN: P115891 / FLN:A 1 15890 RECEIVED JAN 2 8 2013 Bill To City of Round Rock FI) AT1N: Accounts Payable 221 E. N(ain Street Round Rock .TX 78664 Payment Mailing Address Siddons-M trtin Emergency Group 14233 Interdrive West 1loustan. Texas 77032 _Pc Invoice Date Invoice # 1/2/2013 26136 Payment Wiring In limitation JI' hlorcan Chase Bank. N.A. Dallas. TX 752(11 Account # 475938903 Routine 111000614 P.O. No. Terms NROCK-0000035654 DIIL tIPON RECD... Description Qty Rate Amount New Pierce Impel Foam Pumper VIN: 4PICJOIA0DA013369 Final Inspection Chances: Tires. Wheels and Tragi 1 1 551.800.00 1,541.81 PERFORM. L IKE NO DT LIER` 551.800.00 1.541.81 Thank you for your business. Total 555 3.3.(1.81 \% wt%..iddons-rnartin.con City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000055618 SIDDONS-MARTIN EMERGENCY GROUP 12717 BELTEX DRIVE MANOR TX 78653 Tax Exempt? N Tax Exempt ID: ILineSch Item/Description Purchase Order CHANGE ORDER Dispatch via Print Purchase Order Date Revision Page NROCK-0000035654 06/01/2012 1 - 01/24/2013 1 Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer Phone Currency Barry Becker USD Ship To: Bill T 28ADM Vehicle Maintenance 901 Luther Peterson Place Round Rock TX 78665 United States Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfg ID Quantity UOM PO Price Extended Amt Due Date 1- 1 PIERCE IMPEL FOAM PUMPER EP804488-279 AS PER ATTACHED SPECIFICATION - DATED (MAY 18, 2012) 2- 1 PIERCE IMPEL FOAM PUMPER - EMBLEM LOGO (1 EACH @ $459.38) - EMBLEM LOGO (1 EACH @ 459.18) - WHEELS EXCHANGE (1 EACH @ $1,541.81) BuyBoard Contract # 323-09 FOR REPORTING ONLY 1.00EA 551,800.00 551,800.00 06/29/2012 Schedule Total Item Total 1.00LOT Schedule Total Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby Incorporated Into this purchase order (PO) by reference, with the same force and effect as if they were Incorporated in full text. The full text version of the T&C's is available at http:l/www.roundrocktexas.gov/homelindex.asp7page=463 or call the purchasing office at (512) 671-2861. 551,800.00 551,800.00 2,220.37 2,220.37 01/24/2013 2,220.37 2,220.37 554,020.37 Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. 1I111II11I11II„ 1III,1I1111I1I„,I,II,II,I1I11,I,I1,II,II „III CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE INS ION OW 0 1 5 0 3 7 1•j TxDMV VEHICLE IDENTIFICATION. NUMBER • 1FT8W3BT6DEA40344 MODEL YEAR MODEL MAKE OF VEHICLE 2013 FORD BODY STYLE PK TITLE/DOCUMENT NUMBER DATE TITLE ISSUED 24625041400114730 05/20/2013 WEIGHT LICENSE NUMBER.' 1 7500 1156618 PREVIOUS OWNER GRANDE TRUCK CENTER SAN ANTONIO TX OWNER CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK, TX 78664 REMAP..K(S) X ACTUAL MILEAGE DIESEL EXEMPT r SIGNATURE OF OWNER OR AGENT MUST BE IN INK UNLESS OTHERWISE AUTHORIZED BY LAW, IT I5 .A VIOLATION OF STATE LAW TO SIGN THE NAME OF ANOTHER PERSON ON A CERTIFICATE OF TITLE 011 OTHERWISE GIVE FALSE INFORMATION 0,J A CERTIFICATE OF TITLE. DATE OF LIEN NONE ^ DATE OF LIEN DATE OF LIEN 1ST LtENHOLDER IST LIEN -RELEASED ----- 2ND LIENHOLDER 2ND LIEN RELEASED Lf AUTHORIZED AGENT 3RD LIEN RELEASED IT IS HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED IS THE OWNER I. OF THE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TOTHE ABOVE LIENS. AUTHORIZED AGENT RIGHTS OF SURVIVORSHIP AGREEMENT WE. THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN,. HEREBY AGREE THAT THE OWNERSHIP OF THE VEHICLE DESCRIBED ON .THIS CERTIFICATE OF TITLE SHALL FROM THIS DAY FORWARD 8E` HELD JOINTLY] AND IN THE EVENT OF DEATH OF ANY OF THE PERSONS NAMED 'IN THE AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THESURVIVOR(S).. FORM. 30-C REV 0412012 ter` , SIGNATURE SIGNATURE. SIGNATURE .• 00 NOT ACCEPT TITLE SHOWING ERASURE, ALTERATION OR -MUTILATION. rw-r! g -- x:ej” x. wi ye 'y1.s S t�„v }:'S'�-1.04.5-4,X, x � "'VieIe." - siV.L....Vr_.:,. . ..,A... rKti -..:Sr'�R, i./. a k 31;7•ai.. w.ii e'u✓i.. rh". - `.' .... %& DATE DATE DATE ��1 Payables Web Services Print Check/Serial#:10005105 Account# :456891402 Amount: 66,986.84 Page 1 of 1 'JtiA'ha •.rylairJl+::1.ttC.'1Ai�'1;: 4- It . tftil S.;.1:h'a.::11:111a- aye 1`.4:.9[M `.U:1a.3 rtt.• 1' a 1V• ❑P'ci::Aa: La:.:1.. 4 /111 L..�1:•....ie:d:. .1PMOIMAN CHASE BANK. Y.A. IA•AS " CITY OF ROUND ROCK 1)A LLAS. TEXAS b 221 E. MAIN STREET 10005105 `.�` ROUND ROCK, TX 78664 Phn.(512) 2IR-$400 Dice 03.May.2013 Pay Amount 566,986.84••• Pay ••••SIXTY-SIX THOUSAND NINE HUNDRED EIGIITY-SIX AND 84 / 100 D01.1.AR•1•• Te the Orae. Of k GRANDE TRUCK CENTER PO BOX 201210 SAN ANTONIO. TX 78220 u' 1000 5 tO su• I:1.113008801: 4 5689 140 2u' 156627 N v a t �• s 0 0 https://disburse-pws.jpmorgan.com/pws/custapp/Externallnquire,do 5/10/2013 TRUCK INVOICE GRANDE TRUCK CENTER 115347 Interstate 10 8 W.W. White Rd. P.O. Box 201210 106972 Area Code 210 661-4121 SAN ANTONIO. TEXAS 76220 08 A CITY OF ROUND ROCK SOLO To: IOOREss 221 E MAIN ST DATE 04-09-2013 ROUND ROCK TX 78664 • ROGERS, ROH N IE 5ALE_a...1. SHOFFSTALL,ROCKY MAKE YFAR HOSTEL NEMCED OB US SEPAL 110. AHIPOR ENGINE NO. STOCK NQ P.O. P.O. FORD 13 F360 EW 1 FT8W3BT6DEA40344 34185 PRICE of ?PUCK 66958.09 DISCLAIMER OF WARRANTIES Any warm** on the product eo14 hereby ate theca made by the manufacturer. The Seller. GRANDE TRUCK TFNAEITGCM!HANOL1IG S AXEmI 4SR..CT ION 23.75 CENTER. hereby expressly dtactatms ail warmness, *Mar express or prplled. InehrdbTS any IepRod warranty al merchantability or Illness for a parttauW purpose. end GRANDE TRUCK CENTER neither assumes am aathwlaes airy ether person to assume for it any liability In eamtestlen with the sate el sold produeid SALES TM UCEr1SE FEE 5.00 TALE FEE COCUTAENTART FEE pot 3 (10 (0(5 TOTAL CASH PRICE 66986.84 SETTLEMENT: OEPOEIT CASH on DELIVERY USED VEHICLE PAY-OFF PAY-OFF TO SAuNCE DOE 66986.84 DRAFT ON TOTAL 66986.84 25 City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000043729 GRANDE TRUCK CENTER PO BOX 201210 SAN ANTONIO TX 78220 Tax Exempt? N Tax Exempt ID: Jne-Sch Item/Description Purchase Order Dispatch via Print Purchase Order NROCK-0000036663 Date Revision Page 11/13/2012 1 Payment Terms 30 Days Freight Terms Ship Via FOBDestination Freight Prepaid Best Wa Buyer Phone Erica Anderson Currency USD Ship To: 22ST6 Fire Station #6 - Logistics Office 2919 Joe Dimaggio Blvd Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfg ID Quantity UOM PO Price Extended Amt Due Date 1- 1 ford 350 4x4 crew cab Attn: Angelo Luna 2- 1 UP Fit Equipment Attn: Angelo Luna 3- 1 Buy -Board Fee Attn: Angelo Luna 1.00EA 37,963.00 Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total Total PO Amount 28,623.84 400.00 37,963.00 11/14/2012 37,963.00 37,963.00 28,623.84 11/14/2012 28,623.84 28,623.84 400.00 11/14/2012 400.00 400.00 66,986.84 The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) are hereby incorporated Into this purchase order (PO) by reference, with the same force and effect as if They were incorporated in full text. The full text version of the T&C's Is available at http:llwww.roundrocktexas.govlhomelindex.asp?page=463 or call the purchasing office at (512) 671-2861. ° NOTACCEP7;TlUS.CHEClaltRESSSH P1 1( 0 JCE lC .' ` 44 CITY OF ROUND ROCK 221 E. MAIN STREET ROUND ROCK, TX 78664 • ..:.,*1' Phn. (512) 218-5400 ty If '0I1Akt011 JPNIU1t(AN CURSE BANK, N.A. I)AI.I.AS. TEXAS Ei WIMIARKIN1 .E10 1113 10006138 Date 14.Jun.2013 Pay Amount SI4,378.05*** Pay ****FOURTEEN THOUSAND TI TREE 1IUNDRED SEVEN'T'Y-EIGI IT ANI) 05 / 100 DOLLAR**** To The Order Of JONES TRAILER CO INC PO Box 247 'WOODSON. TX 76491 n' L0006 138n' 1: 1 L L 3008804 45689 140 2i1' RUB ORBREATNEONTNEPINIC OCK • 'KEY ICON5OLORINBLIADEANOTNEII PP1liHONANAUDIEfiilC NECK 40010R40ESNO FADE 'DCENOT AtOEPTs =; Check !MIA Jun.2013 Vendor Number: 0000038100 Check No. 10006138 Invoice Number Invoice Date Voucher 11) Gross Amount Discount Taken Late Charge Paid Amount 13538 11 Apr.2013 00219444 14.378.05 \G. , 0.00 jjF-�` `11 . 0.00 .- 14.378.05 rC ✓ ` Cheek Number Date Total Gross Amount Total Discounts Total Late Charges Total Paid Amount 10006138 1-4 Jun 2013 514,378,05 S0.00 50.00 S14,37S.05 Jones Trailer Co. PO Box 247 Woodson, TX 76491 EIN 20-0.528891 Bill To City of Round Rock Attn: Accounts Payable 221 E. Main Street Round Rock, TX 78664 Invoice Date Invoice # 4/11/2013 13838 Ship To Phone # Fax # 940 345-6808 940 345-6505 Web Site www.jonctrailcrs.com P.O. No. Terms Due Date Ship Date Ship Via FOB N ROCK -00000375... Net 30 7/11/2013 6/11/2013 CPU Item Description Qty Rate Amount CM -6 CM Opt 001 CM Opt 003 CM Opt 004 CM Opt 012 CM Opt 022 CM Opt 027 CMACU - Opt. 0... Chassis Mount Animal Control Unit, Long Bal, Aluminum 6 Stall/Storage Insulation Package with Inner Liner, Long Bed Aluminum trcadplate rear bumper Skirt Package, No Storage, Long Bed Refrigerated Air Side Lift Cage Installation with AC &/ or dealer Double Latch System With Chain on Inside Dtxirs 1 1 1 1 1 1 1 8,195.96 1,102.73 272.61 367.28 1,424.43 1,972.29 832.75 210.00 8,195.96 1,102.73 272.61 367.28 1,424.43 1,972.29 832.75 210.00 ePro Date --�'� - (l-D,6l'j y, 1Y--- 1 Complete Partial Req. # 11.40 Po.# 3-538 Rept. fl/ / z-3 ei3 Thank You For Your Business Sales Tax(7.25%) 80.00 Total $14,378.05 Payments/Credits woo Balance Due $14,378.05 Phone # Fax # 940 345-6808 940 345-6505 Web Site www.jonctrailcrs.com JONES TRAILER COMPANY WOODSON, TEXAS 800-336-0360 GSA CONTRACT # GS -07F -5854P Cake Code 3P5U2 PROPOSAL SUBMITTED TO; NAME City of Round Rock ADDRESS Attn: Marshall Reynolds Round Rock, TX DATE: April 2, 2013 WE HEREBY SUBMIT SPECIFICATIONS AND ESTIMATES FOR:, One Jones Trailer Co. 6 Stall Chassis Mount Animal Control Body With Storage To Fit A Full Size Long Bed F-250 Pickup. All aluminum construction, Full length stainless steel door hinges, Stainless steel door latches, Storage area includes lights, equipment hooks & carpet, Heavy duty adjustable aluminum multi -louver door vents, LED Tail & Marker Lights, All DOT required lights and reflectors, 6" radius body construction for better aerodynamics, Pop-up roof vents to aid ventilation in hot weather, Inner safety bar doors on all compartments. Price: Total: CM -6 Long Options: CM OPT 001 CM OPT 003 CM OPT 004 CM OPT 012 CM OPT 022 NON -GSA CM OPT 027 Bed, Aluminum, 6 Stall with storage Insulation Package with Inner Liner Aluminum Treadplate Rear Bumper Skirt Package, no storage boxes Refrigerated Air Side Lift Cage Double Latch System With Chain on Inside Doors Installation with AC&/or Heater $ 8,195.96 1,102.73 272.61 367.28 1,424.43 1,972.29 210.00 $ 13,545.30 $ 832.75 Completion Date Will Be 6 to 7 Weeks ARO We hereby propose to furnish materials and labor in accordance with the above specifications for the sum of $ 13,545.30 $ 14,378.05 Installed In Woodson, TX AUTHORIZED SIGNATURE PRICES QUOTED ARE GOOD FOR 60 DAYS FROM THE ABOVE DATE ACCEPTANCE OF PROPOSAL The above prices and specifications are satisfactory and are hereby accepted. You are authorized to do the work specified. Signature 7710,0-4d JONES TRAILER COMPANY WOODSON, TEXAS 800-336-0360 GSA CONTRACT # GS -07F -5854P Cage Code 3P5U2 Date / — / / _" /3 COPY City of Round Rocl City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000038400 JONES TRAILER CO INC PO Box 247 WOODSON TX 76491 Tax Exempt? N Tax Exempt ID: dine-Sch Item/Description Purchase Order Dispatch via Print Purchase Order NROCK-0000037538 Date Revision 04/10/2013 Page Payment Terms Freight Terms Ship Via 30 Days FOBDestination Freight Prepaid Best Wa Buyer MARGIE HOWARD Phone Currency USD Ship To: 28ADM Fleet Operations 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Mfg ID Quantity UOM PO Price Extended Amt Due Date 1- 1 ANIMAL CONTROL BODY WITH STORAGE TO FIT FULL SIZE LONG BED F-150 1.00LOT 14,378.05 14,378.05 05/06/2013 Schedule Total 14, 378.05 Item Total 14,378.05 Total PO Amount Tho City al Round Rock's (City's) standard purchase terms and conditions (T E C's) aro hereby Incorporated Into this purchase order (PO) by reference, with the same force and affect as If they worn Incorporated In full text. Tho full loot version of the T8C's Is available at http:llwww.roundrocktexas.govlhomo5ndex.nsp?pagov4G3 or call the purchasing office at (512) 6T1-2851. 14,378.051 Authorized Signature 7� t rs!e,yemisw.'','r.�"�s;g+;'wRYsirrrCgVk:W24wgI, rP Po_u:: Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 4, DETACH HERE �ejilki Skill's Y TxDDV ft ta • ,f A Y is , lily Iftf; sV 9( A: {ti' 11fi fi• ti[•7{ V rA } Jam ,M.J Iii�� ?e -h, ..... � vv �Ir=`�,..—+;;:1"vy , s `.,' :, -. VEHICLE IDENTIFICATION NUMBER 1FD7X2A62DEB53279 YEAR MODEL FOFVEHICLE FORD FORD TITLE/DOCUMENT NUMBER DATE TITLE ISSUED 24625041437083445,06/25/2013 LICENSE NUMBER. MODEL MFG. CAPACITY IN TONS WEIGHT r � a demc.a,F,ttite TEXAS DEPARTMENT OF MOTOR VEHICLES &464573 BODY. STYLE PK 6200 1156645 PREVIOUS OWNER PHILPOTT MOTORS LTD NEDERLAND TX °DOt•+ETERREADIN OWNER - 16 REMARK(S) CITY OF ROUND ROCK 221 E MAIN ST ACTUAL'MILEAGE ROUND ROCK, TX 78664 EXEMPT SIGNATURE OF OWNER OR AGENT MUST BE IN INK UNLESS OTHERWISE AUTHORIZED BY LAW, IT IS A VIOLATION OF' STATE • LAW TO SIGN`; THE NAME OF ANOTHER PERSON -ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE • FALSE INFORMATION ON A CERTIFICATE OF TITLE. DATE OF LIEN NONE DATE OF LIEN DATE OF LIEN 1ST LIENHOLDER 2ND LIENHOLDER 3RD LIENHOLDER IIT IS HEREBY CERTIFIED THAT THE PERSON HEREIN NAMED. IS THE OWNER OF THE VEHICLE DESCRIBED ABOVE WHICH IS SUBJECT TO THE ABOVE LIENS. 1ST LIEN RELEASED BY DATE AUTHORIZED AGENT 2140 LIEN RELEASED DATE AUTHORIZED AGENT i 3RD LIEN RELEASED BY DATE AUTHORIZED AGENT .~w A G r Ilt kkgi 46 rr.,L q11� 1>t� yn 1-74-0 r y RIGHTS O. F SURVIVORSHIP AGREEMENT WE, THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN, HEREBY AGREE THAT T140 OWNERSHIP OF THE VEHICLE DESCRIBE) ON THIS y' CERTIFICATE OF TITLE SHALL FROM THIS DAY FORWARD BE HELD JOINTLY; AND W THE EVENT OF DEATH OF ANY OF THE PERSONS NAMED I0 THE AGREEMENT. THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THE SURVIVORIS).. FORM 30 C REV. 04/2012SIGNATURE GATE DO NOT ACCEPT TITLE SHOWING ERASURE ALTERATION OR MUTILATION. ;< +'�„� 4`�rti��'� ��;® __ '�;��"� �`n�a��s §=�,�.,��1`,Mg�''I�I►�;""�^'J_ �:��th� >�µrg�f�►. J_` c'��`' p�pr7,,{. r �.t `�`i4 =.• �f i. �� V�®:A✓1 9:x= :c"4Ai:! '.^i�Y_�.: _.._.>� �i�i7 .___ ..:Ql� SIGNATURE DATE. SIGNATURE � DATE NFA olth CITY OF ROUND ROCK 221 E. MAIN STREET ROUND ROCK, TX 78664 Phu. (512) 218-5400 .IPt101tGAN CHASE DANK, N.A. 1)A ',LAS. TEXAS Date 05..1111.2013 Pay "• *TWENTY-TWO THOUSAND FIVE HUNDRED FOUR AND 20 / 100 DOLLAR'*** To The Order Of 10006669 l'ay Amount S22,504.20*** PIIILPOTT MOTORS INC PO 130X 876 PORT NECI IES, TX 77651 Il' L000666911' 1: L L L 3008801: 4 5689 1140 2n' RUBOR $flEATNIiONTHE PINK LOCK :SKEVICONS--COLORWILL FADE AND THEN IEOPEARUNAWAUTHEHTIO011ECK IECOLOR00ESNOTFADEDOVTACCEPI Check Dates lul.2013 Vendor Number: 0000009810 Check No. 10006669 Invoice Number Invoice Date Voucher 11) Gross Amount Discount Taken Late Charge Paid Amount 236952 06.1un 2013 00219.404 22.504 20 0.00 / 0.00 22.504.20 Check Number Date Total Gross Amount Total Discounts Total Late Charges Total Paid Amount 10006669 05301.2013 S22,504.20 50.00 50.00 522.504 20 DEAL I/ Citeel'a/ RECEIVED JUN 10 2013 Government & Commercial Sales INVOICEN 236952 1400 U.S. HIGHWAY 69 • NEDERLAND, TX 77627 TOLL FREE: 1-886-973-5338 SOLO To: CITY OF ROUND ROCK AooAEss 221 E MAIN ST DATE AIN ROUND ROCK TX 78661 236952 SALESMAN MAKE MODEL NEW USED SERIAL NO. (VIN NO.) CORD F250 - ,FD7X2A62DEB53279 PRICE OF VEHICLE oFnoNis mop.a Access ESPWARR. BOARD SALES TAX UCEHSE AND TITLE TOTAL CASH PRICE FINANCING FRANCE PRICE DEPOSIT CASH ON oalvERY TAAOE IN 22104.20 400.00 N/A PAIN REQ #B NROCK-0000037512 BOAR BUY VEHICLE INVOICE NIA 22504.20 N/A N/A N/A N/A N / A PAYOFF N/A PAY -OFF TO N / A TYPE SERWCA PAYMENTS TOTAL N/A 22504.20 PLEASE PAY FROM THIS INVOICE - NET 10 DAYS City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000009810 PHILPOTT MOTORS INC PO BOX 876 PORT NECHES TX 77651 Tax Exempt? N Tax Exempt ID: line-Sch Item/Description Purchase Order Mfq ID 1- 1 2013 FORD F250 REG. CAB PICK UP 2- 1 TRANSPORTING SERVICES 3- 1 ADt4INISTRATIVE FEE Dispatch via Print Purchase Order Date Revision Page NROCK-0000037512 04/04/2013 1 Payment Terms Freight Terms 30 Days FOBDestination Freight Pre Buyer Phone MARGIE HOWARD Ship Via aid Best Wa Currenc USD Ship To: 28ADM Fleet Operations 901 Luther Peterson Place Round Rock TX 78665 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States R_plenishment Option: Standard Quantity UOM PO Price Extended Amt Due Date 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total Item Total 1.00 EA Schedule Total 21,109.20 21,109.20 05/03/2013 21,109.20 21,109.20 995.00 995.00 05/03/2013 995.00 995.00 400.00 400.00 05/03/2013 400.00 PLEASE FIND THE ATTACHED PRICING SUMMARY FOR THE BUY BOARD PURCHASE (358-10) OF A PICK UP TRUCK; I HAVE INCLUDED THE $400.00 FOR ADMINISTRATIVE FEE Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T & C's) aro hereby Incorporated into this purchase order (PO) by reference, with the same force and effect as if they were Incorporated in full text. The full text version of the T&C's is available at http:llwww.roundrocktexas.gov/homefindex.asp7page=463 or call the purchasing office a1 (512) 671.2861. 400.00 22, 504.201 yoriiiid Signature Upon sale of this vehicle, the purchaser must apply for a new title within 30 days unless the vehicle is purchased by a dealer. Until a new title is issued, the vehicle record will continue to reflect the owner's name listed on the current title. SEE BACK OF TAB FOR ADDITIONAL INFORMATION. 111111111111111111111111111111/11111111111111, 1111 1111111111111 CITY OF ROUND ROCK 221 E MAIN ST STE 221 ROUND ROCK, TX 78664-5299 DETACH HERE PO* -3-)44`70 0 0 8 0 1 0 TxDMV VEHICLE IDENTIFICATION NUMBbR 1GNLC2E06DR347267 YEAR MODEL MAKE OF'VEHICLE, 2013 CHEV TITLEDOCUMENTNUMBER DATE TITLEISSUED ;--r�A 24625041449155212 .07/05/2013 MFG CAPACITY MODEL IN TONS `- WEIGHT LICIENSE NUMBER CTA 5200 1156657 PREVIOUS. OWNER CALDWELL COUNTRY CHEV CALDWELL TX OWNER CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK, TX 78664, REMARK(S) SIGNATURE OF OWNEP. OR AGENT MUST BE IN INK UNLESS OTHERWISE AUTHORIZED BY LAW, IT IS A" VIOLATION OF STATE LAW=TO SIGN THE NAME OF ANOTHER' PERSON ON A CERTIFICATE OF TITLE OR OTHERWISE GIVE FALSE INFORMATION ON A CERTIFICATE OF TITLE. 1ST UENHOLDER IST LIEN RELEASED DATE DATE OF UEN : - 2ND UENHOLDER 2NDUEN RELEASED AUTHORIZED AGENT DATE OF UEN 3RD LIENHOLDER 3RD UEN RELEASED DATE IT IS HEREBY CERTIFIED THAT THE-PERSONHEREN NAMED IS THE OWNER OF THE VEHICLE DESCRIBED ABOVEWHICHIS SDB.4ECTTO THE ABOVE LIENS:: RIGHTS OF SURVIVORSHIP'AGREEMENT T WE, THE MARRIED PERSONS WHOSE SIGNATURES APPEAR HEREIN, HEREBY... AGREE THAT THE OWNERSHIP ;OF THE VEHICLE; DESCRIBEDON THIS CERTIFICATE OF TITLE SHALL FROM THIS DAY FORWARD BEHELD JOINTLY ANO IN THE EVENT OF DEATH OF. ANY OF THE PERSONS NAMED IN THE AGREEMENT, THE OWNERSHIP OF THE VEHICLE SHALL VEST IN THE SURVIVOR(S). SIGNATURE FOR 30•C REV _04/2012 DO NOT ACCEPT TITLE SHOWING ERASURE, ALTERATION OR MUTILATION. AUTHORIZED AGENT SIGNATURE DATE Vie.. z7i SJi��4 Payables Web Services Print Check/Serial#:10006397 Account# :456891402 Amount: 27,129.00 Page 1 of 1 ,., , - . ..,,,tternwinurtrormarnamrtrzmayairrfiri,1141.4444;14nAmitiumatvtemoni.r.eotliz000iovey*ffew... - .11 JPMOIMAN CIIASE HANK, N.A. CI 'i MAR 4 4,,vo. N. CITY OF ROUND ROCK DALLAS. TEXAS , Ill i Si ';•;422t IS, MAIN STREET I 10006397 tt... 7 .; ROUND ROCK. TX 78664 , 1 Pim. (512)218-540o ,,,..• • .,•... -..;'''''.--., .i'-:',•?. ,.- 1 :::, .. .:‘,:.,...'Y• ''.';'' ' ':'1.;.' ,,,,, . Dote 28.Jun.2013 . - Pay Amount 527,129.00*** • Pay ""TWENTY-SEVEN THOUSAND ONE HUNDRED TWENTY-NINE ANDA X i100 DOLLARme • To The Order Of CALDWELL COUNTRY CHEVROLET PO BOX 27 - CALDWELL, TX 77836 ; Ihi/L....... - •., , : - ::•:,1:- :::. ,;-..: '1: ,,.;:,,...:,-.-.. v L00063970. 1:1113ooaaoi: 1.5684 ill0211' 41) f,u1.o examine the tu:L'onng scAunty leontrAA bole accepting ttes check: 157919 Dep: 001558 Date: 07/01/13 o > -n rs C?(.00 : 0 n rD 0 > 0 ct. 0 co 0 0 7:3 0 ;•,-• m > 5 rn o z Lo 0 Lrio • 443.443.0.341444g414610.W.Quet114234k,ar-13-1S6-1- > z 0 r,- m c r011" r— b. IT cr 5, A, 0 • n to: '13 0 https://disburse-pwsjpmorgan.com/pws/custapp/ExternalI nquire. do 8/14/2013 CALL W LL GOKNTRy CH-UVRot<E-r . y P.O. SOX 27 t:ALDWELL . TEXAS 77836 X39 5 7-io ftx57 -567-oes3 RFcelftU 1 inmate NO DR347267 Customer CITY OF ROUND ROCK 221 E MAIN ROUND ROCK 512-848-0936 State TX ZIP 78554 Qty Description • 1 2013 CHEVROLET TAHOE VIN# 1GNLC2E060R347267 POLI NROCK-37490 PLEASE MAIL PAYMENT TO: CALDWWELL COUNTRY CHEVROLET I'O BOY 27 CALDWELL. TEXAS 77838 TERMS: NET 30 Payment Details 0 cash © J INVOICE Date Order No. Rep FOB 5/30/2013 Unit Price TOTAL. $ 27,129.00 $27,129.00 ePro \ 4 cm Date Complete (i Partial Req. # t °`t-43 Po. # 3 g4 Rept. # 1 °t° caret CC # Subtotal Shipping & Handling Taxes State $27,129.00 $0.00 Cirfttt MSt rt. r..4sfREMIT p.ly.-rr:Nrrc:cunt✓FIL COI.tNrx:yO,aivs'Ct.Fr City of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000053273 CALDWELL COUNTRY CHEVROLET PO BOX 27 CALDWELL TX 77836 Tax Exempt? N Tax Exempt ID: Line-Sch Item/Description Purchase Order Dispatch via Print Purchase Order Date Revision NROCK-0000037490 04/03/2013 Page 1 Payment Terms 30 Days Buyer MARGIE HOWARD Ship To: 28ADM Fleet Operations 901 Luther Peterson Place Round Rock TX 78665 United States Freight Terms FOBDestination Phone Ship Via Freight Prepaid Best Way Currency USD Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard 1- 1 2013 CHEVROLET TAHOE PPV CC10706 2- 1 FLEET QUOTE OPTION -LIGHTS AND ACCESORIES- 3- 1 BUY BOARD FEE Mfq ID Quantity UOM PO Price 1.00EA Schedule Total Item Total 1 .00 LOT Schedule Total Item Total 25,326.00 1,403.00 1.00EA 400.00 Schedule Total PLEASE SEE ATTACHED QUOTE #001 FOR THE BUY BOARD PURCHASE OF A TAHOE. BUY BOARD #358-10 Extended Amt Due Date 25,326.00 04/30/2013 25,326.00 25,326.00 1,403.00 04/30/2013 1,403.00 1,403.00 400.00 04/30/2013 400.00 Item Total Total PO Amount The City of Round Rock's (City's) standard purchase terms and conditions (T 8 C's) are hereby incorporated into this purchase order (PO) by reference, with the same force and effect as if they were incorporated in full text. The full text version of the T&C's is available at http://www.roundrocktexas.govlhomefindes.asp7pagert4631 or call the purchasing office at (512) 671-2861. L 400.00 L 27,129.001 AutEiiorized Signature