Contract - Bank of America - 8/23/2018 r f
PUBLIC PROPERTY FINANCE ACT CONTRACT
THIS Public Property Finance Act Contract No. 18-025 hereafter referred to as the "Finance Contract") is dated as of
September 6, 2018, by and between Bank of America, National Association, a national banking association organized under the
laws of the United States of America (herein referred to as "BANA"), and the City of Round Rock, a political sub-division or agency
of the State of Texas (hereinafter referred to as the "Issuer").
WITNESSETH: In furtherance of the providing by BANA of financing to the Issuer in connection with the Issuer's acquisition
from various vendors that is more fully described on EXHIBIT A attached hereto (the "Property"), and in consideration of the mutual
covenants and conditions hereinafter set forth, pursuant to the provisions of the Public Property Finance Act, Chapter 271, Subchapter
A,Texas Local Government Code, as amended (the "Act"), the parties agree as follows:
1. Term and Payments. The Issuer hereby covenants and agrees to pay to the order of BANA and BANA's successors
and assigns those principal and interest installment amounts in those sums set forth on EXHIBIT B attached hereto (the "Payments")
on or before those dates per installment that are more fully set forth on EXHIBIT B (the "Payment Dates"). It is acknowledged and
understood that BANA may assign its rights hereunder to a third party and that notice of said assignment shall be provided to the
Issuer and that the Issuer,thereafter, shall look to and consider said assignee as the party to whom all of the Issuer's duties hereunder
are owed. To the extent permitted by law, the obligation of the Issuer to make the Payments shall not be subject to set-off,
counterclaim, or recoupment. The interest is calculated on the basis of a 30/360-day year on the unpaid principal amounts from the
Schedule Date of the EXHIBIT B.
2. Security, Levy of Taxes, Budgeting.
(a) To the extent permitted by law, the Issuer hereby agrees to levy and collect, a continuing direct annual Ad
Valorem Tax on all taxable property within the boundaries of the Issuer, within the limitations prescribed by law, at a rate from year
to year sufficient, together with such other revenues and funds lawfully available to the Issuer for the payment of the Payments, to
provide funds each year to pay the Payments, full allowance being made for delinquencies and costs of collection. Such taxes and
such revenues and funds in an amount sufficient to make the Payments are pledged to BANA and BANA's successors and assigns for
such purpose as the same shall become due and payable under this Finance Contract.
(b) The Issuer waives all rights of set-off, recoupment, counterclaim and abatement against BANA and BANA's
successors and assigns with respect to the amounts due under this Finance Contract, and to the extent permitted by law, the Issuer's
obligation to pay amounts due under this Finance Contract is absolute and unconditional and not subject to set-off, recoupment,
counterclaim or abatement for any reason whatsoever.
3. Deposit into the Payment Fund.
(a) Upon this Finance Contract taking effect the Issuer shall establish a Payment Fund,which shall be maintained
by the Issuer as long as any Payments are unpaid. The Issuer hereby pledges the Payment Fund for the exclusive purpose of securing
the Payments and shall apply the funds therein to the payment of Payments as such payments come due.
(b) Each year in which Payments come due, the Issuer shall, not later than the day preceding any such due
date, deposit into the Payment Fund, from the Issuer's Ad Valorem taxes or other lawfully available funds (within the limits prescribed
by law) an amount sufficient to make such payment. To the extent permitted by law, the Issuer hereby pledges its Ad Valorem tax
as security for this obligation. To the extent required by the Texas Constitution, the Issuer agrees during each year of the term of this
Finance Contract to levy and collect annually a sufficient sum to pay the greater of (1) interest on the debt created by this Finance
Contract and a sinking fund of at least two percent of the principal amount of such debt, or (2) the payments required by Exhibit B
attached hereto.
(c) The Payment Fund shall be depleted at least once a year except for a carryover amount not to exceed one
twelfth (1/12) of the amount of the Payments expected to come due in the following year.
4. Taxes. The Issuer agrees to directly pay all taxes, insurance and other costs of every nature associated with its
ownership of the Property.
5. The Issuer's Covenants and Representations. The Issuer covenants and represents as follows:
(a) The Issuer will provide an opinion of its counsel to the effect that, it has full power and authority to enter
into this Finance Contract which has been duly authorized, executed, and delivered by the Issuer and is a valid and binding obligation
enforceable in accordance with its terms, and all requirements for execution, delivery and performance of this Finance Contract have
been, or will be, complied with in a timely manner;
(b) All Payments hereunder for the current fiscal period have been duly authorized and will be paid when due;
(c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority
for, authorization of performance of, or expenditure of funds pursuant to this Finance Contract;
(d) The information supplied and statements made by the Issuer in any financial statement prior to or
contemporaneously with this Finance Contract are true and correct;
(e) The Issuer has complied or will comply with all bidding/proposal laws applicable to this transaction and the
purchase of the Property.
(f) No event has occurred which would constitute an event of default under any debt,revenue bond or obligation
which the Issuer has issued during the past ten (10) years.
(g) The Issuer will pay the Payments due by check, wire transfer, or ACH only.
6. Use and Licenses. The Issuer shall pay and discharge all operating and other expenses of every nature associated
with its use of the Property. The Issuer shall obtain, at its expense, all registrations, permits and licenses, if any, required by law for
the installation and operation of the Property.
7. Maintenance. The Issuer agrees to be solely responsible for all maintenance and operating costs of every nature
associated with its ownership of the Property and the Issuer acknowledges that BANA or BANA's successors or assigns shall have no
responsibility for the payment of any such costs.
8. Damage to or Destruction of Property. The Issuer shall bear the entire risk of loss, damage, theft,or destruction
of the Property from any and every cause whatsoever, and no loss, damage, destruction, or other event shall release the Issuer from
the obligation to pay the full amount of the payments or from any other obligation under this Finance Contract.
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9. No Warranty. EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO THE
PROPERTY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY, IF ANY, ALL OF WHICH ARE HEREBY
ASSIGNED TO THE ISSUER, BANA HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,AND ASSUMES
NO OBLIGATION WITH RESPECT TO THE TITLE, MERCHANTABILITY,CONDITION, QUALITY OR FITNESS OF THE PROPERTY DESCRIBED
IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO SPECIFICATION OR PURCHASE ORDER.
All such risks shall be borne by the Issuer without in any way excusing it from its obligations under this Finance Contract, and BANA
shall not be liable for any damages on account of such risks. All claims or actions on any warranty so assigned shall be made or
prosecuted by the Issuer,at its sole expense, upon prior written notice to BANA. BANA or its assigns may, but shall have no obligation
whatsoever to, participate in a claim on any warranty. Any recovery under such a warranty shall be made payable jointly to both
parties.
10. Evidence of Indebtedness and Security Agreement.
(a) An executed copy of this Finance Contract shall evidence the indebtedness of the Issuer as provided herein
and shall constitute a security agreement pursuant to applicable law, with BANA, its successors or assigns as the secured party. The
grants, lien, pledge and security interest of BANA, its successors or assigns created herein shall become effective immediately upon
and from the Delivery Date,and the same shall be continuously effective for so long as any Finance Contract Payments are outstanding.
(b) A fully executed copy of this Finance Contract and the proceedings authorizing same shall be kept at all
times and shall be filed and recorded as a security agreement among the permanent records of the Issuer. Such records shall be open
for inspection to any member of the general public and to any individual, firm, corporation, governmental entity or other person
proposing to do or doing business with, or having or asserting claims against the Issuer, at all times during regular business hours.
(c) If, in the opinion of counsel to the Issuer or to BANA, its successors or assigns, applicable law ever requires
filings additional to the filing pursuant to subsection (b) of this section in order to preserve and protect the priority of the grants,
assignments, lien, pledge and security interest of BANA, its successors or assigns created herein as to all Payments, then the Issuer
shall diligently and regularly make such filings to the extent required by law to accomplish such result.
11. Default and Remedies.
(a) Each of the following occurrences or events for the purpose of this Finance Contract is hereby declared to
be an Event of Default:
(1) the failure to make payment of the Payment when the same becomes due and payable; or
(2) default in the performance or observance of any other covenant agreement or obligation of the
Issuer, which default materially, adversely affects the rights of BANA or its successors or assigns, including, but not limited to, its
prospect or ability to be repaid in accordance with this Finance Contract, and the continuation thereof for a period of 20 days after
notice of such default is given by BANA or any successors or assigns of BANA to the Issuer.
(b) Remedies for Default.
(1) Upon the happening of any Event of Default, then and in every case BANA or its successors or
assigns, or an authorized representative thereof, including, but not limited to, an attorney or trustee therefore, may proceed against
the Issuer for the purpose of protecting and enforcing the rights of BANA or its successors or assigns under this Finance Contract, by
mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction,for any relief permitted
by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that
may be unlawful or in violation of any right of BANA or its successors or assigns or any combination of such remedies; provided that
none of such parties shall have any right to declare the balance of the Finance Contract Payments to be immediately due and payable
as a remedy because of the occurrence of an Event of Default.
(2) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other
available remedy, and no delay or omission to exercise any right or power occurring upon any Event of Default shall impair any such
right or power or be construed to be a waiver thereof and all such rights and powers may be exercised as often as may be deemed
expedient.
(c) Remedies Not Exclusive.
(1) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
under this Finance Contract or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Finance Contract,the right to accelerate the debt evidenced by this Finance Contract shall not be available as a remedy
because of the occurrence of an Event of Default.
12. Assignment. Without BANA's prior written consent, the Issuer will not either (a) assign, transfer, pledge,
hypothecate, grant any security interest in or otherwise dispose of this Finance Contract or the Property or any interest in this Finance
Contract or the Property; or (b) sublet or lend the Property or permit it to be used by anyone other than the Issuer or the Issuer's
employees and other authorized users. BANA may assign its rights, title and interest in and to this Finance Contract, and any other
documents executed with respect to this Finance Contract and/or grant or assign a security interest in this Finance Contract, in whole
or in part. Such successors and assigns of BANA shall have the right to further grant or assign a security interest in this Finance
Contract,as well as the rights to Payments hereunder, in whole or in part,to any third party. No assignment or reassignment of BANA's
rights,title or interest in this Finance Contract shall be effective with regard to the Issuer unless and until the Issuer shall have received
a copy of the document by which the assignment or reassignment is made, disclosing the name and address of such assignee. The
Issuer shall maintain written records of any assignments of the Finance Contract.
13. Personal Property. The Property is and shall at all times be and remain personal property, and will not be
considered a fixture to any real property.
14. BANA's Right to Perform for The Issuer. If the Issuer fails to make any payment or perform or comply with any
of its covenants or obligations hereunder, BANA or BANA's successors or assigns may, but shall not be required to, make such payment
or perform or comply with such covenants and obligations on behalf of the Issuer, and the amount of any such payment and the
expenses (including but not limited to reasonable attorneys' fees) incurred by BANA or BANA's successors or assigns in performing or
complying with such covenants and obligations, as the case may be, together with interest thereon at the highest lawful rate under
the State of Texas law, shall be payable by the Issuer upon demand.
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15. Interest on Default. If the Issuer fails to pay any Payment specified herein within twenty (20) days after the due
date thereof, the Issuer shall pay to BANA or any successor or assigns of BANA, interest on such delinquent payment at the highest
rate allowed by Texas law.
16. Notices. Any notices to be given or to be served upon any party hereto in connection with this Finance Contract
must be in writing and may be given by certified or registered mail, and shall be deemed to have been given and received forty-eight
(48) hours after mailing. Such notice shall be given to the parties at their respective addresses designated on the signature page of
this Finance Contract or at such other address as either party may hereafter designate.
17. Prepayment.
(a) The Issuer shall have the right, at its option, to prepay the Finance Act Contract in whole, on any payment
date which has an amount shown in the "Early Redemption Value" column of Exhibit B attached hereto. "N/A" shall mean not
prepayable. The Issuer shall not have the right to prepay the Finance Contract in part at any time.
(b) As condition precedent to the Issuer's right to make,and BANA's obligation to accept, any such prepayment,
BANA shall have actually received notice at least thirty (30) days in advance of the Issuer's intent to exercise its option to prepay.
18. Continuing Disclosure. Specifically and without limitation, the Issuer agrees to provide audited financial
statements, prepared by a certified public accountant not later than nine(9) months after and as of the end of each fiscal year. Periodic
financial statements shall include a combined balance sheet as of the end of each such period, and a combined statement of revenues,
expenditures and changes in fund balances, from the beginning of the then fiscal year to the end of such period. These reports must
be certified as correct by one of the Issuer's authorized agents. If the Issuer has subsidiaries, the financial statements required will
be provided on a consolidated and consolidation basis.
19. Tax Exemption.
(a) The Issuer certifies that it does not reasonably anticipate more than $10,000,000 of "tax-exempt
obligations", including this Finance Contract will be issued by it and any subordinate entities during the current calendar year. Further,
the Issuer designates this Finance Contract as "qualified tax exempt obligations" under Section 265 (b) 3 of the Internal Revenue Code
of 1986, as amended (the "Code") eligible for the exception contained in Section 265 (b) 3 (D) of the Code allowing for an exception
to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of
tax exempt obligations.
(b) The Issuer hereby represents and covenants that the proceeds of this Finance Contract are needed at this
time to provide funds for the Issuer's purchase of the property for which this Finance Contract was executed and delivered, as specified
in this Finance Contract; that (i) final disbursement of the proceeds of this Finance Contract will occur within three years from the
Delivery Date, (ii) substantial binding obligations to expend at least five (5) percent of the net proceeds will be incurred within six
months after the Delivery Date and (iii) the acquisition of such property will proceed with due diligence to completion; and that, except
for the Escrow Agreement, if applicable, and the Payment Fund, no other funds or accounts have been or will be established or pledged
to the payment of this Finance Contract.
(c) The Issuer will not directly or indirectly take any action or omit to take any action, which action or omission
would cause the Finance Contract to constitute a "private activity bond" within the meaning of Section 141(a) of the Code.
(d) The Issuer will not take any action or fail to take any action with respect to the investment of the proceeds of this
Finance Contract or any other funds of the Issuer, including amounts received from the investment of any of the foregoing, that would
cause this Finance Contract to be an "arbitrage bond" within the meaning of such section 148 of the Code.
(e) There are no other obligations of the Issuer which are sold at substantially the same time as the Finance
Contract, sold pursuant to the same plan of financing with the Finance Contract and are reasonably expected to be paid from
substantially the same source of funds as the Finance Contract.
(f) The Issuer will not take any action, or as the case may be, knowingly omit to take any action within its
control that, if taken or omitted, as the case may be, would cause the Finance Contract to be treated as "federally guaranteed"
obligations for purposes of Section 149(b) of the Code.
(g) The Issuer will take all necessary steps to comply with the requirement that certain amounts earned by the
Issuer on the investment of the "gross proceeds" of the Finance Contract (within the meaning of Section 148(f)(6)(B) of the Code), if
any, be rebated to the federal government. Specifically, the Issuer will (i) maintain records regarding the investment of the gross
proceeds of the Finance Contract as may be required to calculate and substantiate the amount earned on the investment of the gross
proceeds of the Finance Contract and retain such records for at least six years after the day on which the last outstanding Finance
Contract is discharged, (ii) account for all gross proceeds under a reasonable, consistently applied method of accounting, including any
specified method of accounting required by applicable regulations to be used for all or a portion of the gross proceeds, (iii) calculate,
at such times as are required by applicable regulations, the amount earned from the investment of the gross proceeds of the Finance
Contract and (iv) timely pay all amounts required to be rebated to the federal government. In addition, the Issuer will correct any
errors within a reasonable amount of time thereafter, including payment to the federal government of any delinquent amounts owed
to it, including interest thereon and penalty, if any, as may be necessary or appropriate to assure that interest on the Finance Contract
is not includable in the gross income for federal income tax purposes.
(h) The Issuer will timely file with the Secretary of the Treasury of the United States the information required
by Section 149(e) of the Code with respect to the Finance Contract on such form and in such place as the Secretary may prescribe.
Notwithstanding any other provision of this Finance Contract,the Issuer's obligation under the covenants and provisions of this Section
19 shall survive the defeasance and discharge of this Finance Contract.
20. Miscellaneous.
(a) Time is of the essence. No covenant or obligations hereunder to be performed by the Issuer are waived,
except by the written consent of BANA or its successors or assigns. BANA's or its successors or assigns'rights hereunder are cumulative
and not alternative.
(b) This Finance Contract shall be construed in accordance with, and governed by the state of Texas laws.
(c) This Finance Contract constitutes the entire agreement between the parties and shall not be modified,
waived, discharged, terminated, amended, altered or changed in any respect except by a written document signed by both BANA and
the Issuer.
(d) Any term or provision of this Finance Contract found to be prohibited by law or unenforceable shall not
affect the legality the remainder of this Finance Contract.
(e) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and
Public Property Finance Act Contract
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include the masculine or feminine gender whenever appropriate.
(f) The captions set forth herein are for convenience of reference only, and shall not define or limit any of the
terms or provisions hereof.
(g) Issuer agrees to equitably adjust the payments payable under this Finance Contract if there is a
determination by the IRS that the interest payable pursuant to this Finance Contract(as incorporated within the schedule of payments)
is not excludable from income in accordance with the Internal Revenue Code of 1986, as amended, such as to make BANA and its
assigns whole.
(h) Except as otherwise provided, this Finance Contract shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted by
this Finance Contract.
(i) BANA shall comply with the requirements of Chapter 2270 of the Texas Government Code as it pertains to
this Contract.
(j) THIS CONTRACT IS EVIDENCE OF A PRIVATELY PLACED BANK LOAN, IS NOT IN REGISTERED FORM, AND
MAY NOT BE TRANSFERRED TO BEARER. TRANSFERS OF THIS CONTRACT ARE NOT REGISTERED ON BOOKS MAINTAINED FOR THAT
PURPOSE BY THE ISSUER.
[Signature page follows]
Public Property Finance Act Contract
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IN WITNESS WHEREOF, the parties have executed this Finance Contract as of the 6th day of September in the year 2018.
Bank • A merica, National Association
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Witness Signature
Vice President Q `J
11333 McCormick Road Print Name // W`� � )46404
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The Issuer: City of Round Rock
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Witness Signature '' air V t
Craig Morgan, M yor
221 East Main S reet Print Name cj11IL VVIR lei
Round Rock, TX 78664 • r
Print Title /‘..t1
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Public Property Finance Act Contract
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EXHIBIT A
Public Property Finance Act Contract No. 18-025 (THE "FINANCE CONTRACT")
By And Between
Bank of America, National Association and the Issuer, City of Round Rock
Dated as of September 6, 2018
QTY DESCRIPTION
Personal Property Property Cost: $2,982,547.85 Payback Period: ten (10) semi-annual Payments
9 — Ford Trucks
24 — Ford Explorer SUVs
3 — Scag Mowers
1 -Swenson Spreader
1 — Firefighting Aerial Apparatus
PROPERTY LOCATION:
Throughout the City
Round Rock, TX 78664
Public Property Finance Act Contract
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EXHIBIT B
>> SCHEDULE OF PAYMENTS & EARLY REDEMPTION VALUE <<
PUBLIC PROPERTY FINANCE ACT CONTRACT NO. 18-025 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Bank of America, National Association and the Issuer, City of Round Rock
Schedule Dated as of September 6, 2018
PMT PMT DATE TOTAL INTEREST PRINCIPAL EARLY REDEMPTION VALUE
NO. MO. DAY YR PAYMENT PAID PAID after pmt on this line
1 2/6/2019 $322,177.98 $36,628.21 $285,549.77 N/A
2 8/6/2019 $322,177.98 $39,745.70 $282,432.28 N/A
3 2/6/2020 $322,177.98 $35,583.49 $286,594.49 $2,127,971.30
4 8/6/2020 $322,177.98 $31,359.94 $290,818.04 $1,837,153.26
5 2/6/2021 $322,177.98 $27,074.15 $295,103.83 $1,542,049.44
6 8/6/2021 $322,177.98 $22,725.20 $299,452.78 $1,242,596.66
7 2/6/2022 $322,177.98 $18,312.16 $303,865.82 $938,730.84
8 8/6/2022 $322,177.98 $13,834.09 $308,343.89 $630,386.95
9 2/6/2023 $322,177.98 $9,290.02 $312,887.96 $317,498.99
10 8/6/2023 $322,177.98 $4,678.99 $317,498.99 $0.00
Grand Totals $3,221,779.80 $239,231.95 2,982,547.85
Interest Rate: 2.9474%
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INCUMBENCY CERTIFICATE
Public Property Finance Act Contract No. 18-025 (THE "FINANCE CONTRACT")
By And Between
Bank of America, National Association and the Issuer, City of Round Rock
Dated as of September 6, 2018
I, Sara White, do hereby certify that I am the duly elected or appointed and acting City Clerk, of the City of Round Rock,
Issuer, a political subdivision or agency of the State of Texas, duly organized and existing under the laws of the State of Texas, that I
or my designee have custody of the records of such entity, and that, as of the date hereof, the individual(s) named below are the duly
elected or appointed officer(s) of such entity holding the office(s) set forth opposite their respective name(s). I further certify that (i)
the signature(s) set opposite their respective name(s) and title(s) are their true and authentic signature(s), and (ii) such officers have
the authority on behalf of such entity to enter into that certain Public Property Finance Act Contract No.18-025, between City of Round
Rock (the"Issuer") and Bank of America, National Association ("BANA").
Name Title Signature
Craig Morgan Mayor
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IN WITNESS WHEREOF, I have duly executed this certificate hereto this -J day of -i, k , 2018.
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tIAL-1
By: •() ithE
Sara L. White, City Clerk
Public Property Finance Act Contract
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TAX AND ARBITRAGE CERTIFICATE
Public Property Finance Act Contract No.18-025 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Bank of America, National Association and Issuer, City of Round Rock
Dated as of September 6, 2018
This Tax and Arbitrage Certificate is executed on this 6th day of September, 2018 by the
undersigned ("Issuer") and pertains to that financing agreement dated September 6, 2018, as is more fully
described above (the "Financing Contract"). This Certificate is being issued pursuant to Section 148 of the
Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulation Sections 1.141-1 through
1.141-15, 1.148-0 through 1.148-11, 1.149(d), 1.149(g)-1, 1.150-1 and 1.150-2 (the "Regulations"). The
Issuer hereby agrees that: (a) proceeds derived from the issuance of the Finance Contract shall only be
used to acquire property that has a governmental purpose and will not be used to acquire property that will
benefit any private business activity; (b) proceeds derived from the issuance of the Finance Contract shall
never be invested in instruments yielding an interest rate return in excess of the rate of interest set forth in
the Finance Contract; (c) proceeds derived from the issuance of the Finance Contract shall be fully and
completely expended for their anticipated purpose within at least one year from the date of the Finance
Contract; (d) proceeds derived from the issuance of the Finance Contract shall not be used to finance any
acquisition other than the purchase of that property identified in the Finance Contract along with related
costs and costs of issuance; (e) the repayment of the Finance Contract is not guaranteed directly or indirectly
by the federal government; (f) Issuer shall execute a Form 8038-G and allow for such to be filed of record
with the Internal Revenue Service; (g) the Finance Contract is in registered form and that the Issuer shall
maintain a record regarding the ownership of the Finance Contract and the payment of all sums payable
under the Finance Contract; (h) the proceeds derived from the issuance of the Finance Contract are not in
excess of the sums required in order to acquire the property that is the subject of the Finance Contract and
to fund the costs associated with the issuance of the Finance Contract; (i) Issuer does not currently
contemplate the sale or disposition of the property that is the subject of the Finance Contract prior to the
expiration of the Finance Contract's payment terms; and (j) the Issuer shall otherwise abide by all applicable
rules and regulations related to the issuance of the Finance Contract.
To the best of the knowledge and belief of the undersigned, the expectations as set forth above, are
reasonable; and there are no present facts, estimates, and circumstances which would change the foregoing
expectations. The Issuer has not been notified of the listing, or proposed listing of it, by the Internal
Revenue Service as an Issuer whose arbitrage certificates may not be relied upon.
Executed on the date first referenced above.
Issuer: City of Round Rock
Craig Morga , Mayo
221 East Main Stre-
Round Rock, TX 78664
Public Property Finance Act Contract
RESOLUTION NO. R-2018-5723
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY
OF PUBLIC PROPERTY FINANCE ACT CONTRACT NO. 18-025 FOR
THE PURPOSE OF FINANCING PUBLIC PROPERTY WITH BANK OF
AMERICA, NATIONAL ASSOCIATION; AND RELATED
INSTRUMENTS, AND DETERMINING OTHER MATTERS IN
CONNECTION THEREWITH.
WHEREAS, the City of Round Rock, Texas ("City") desires to enter into a Public
Property Finance Act Contract ("Finance Contract") with Bank of America,National Association
("BANA") for the purpose of financing certain public property ("Equipment"); and
WHEREAS, the principal amount expected to be financed is $2,982,547.85; and
WHEREAS, the City is a political subdivision of the State of Texas in which City is
located (the "State") and is duly organized and existing pursuant to the constitution and laws of
the State of Texas; and
WHEREAS, the City desires to designate this Finance Contract dated as of September 6,
2018, as a "qualified tax exempt obligation" of the City for the purposes of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended.
WHEREAS, pursuant to applicable law, the governing body of City ("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 City; and
WHEREAS, the City Council desires to obtain certain Equipment described in Exhibit
"A" of the Finance Contract with BANA in the amount not to exceed$2,982,547.85; and
WHEREAS, the City Council hereby finds and determines that the execution this
Finance Contract in the principal amount not exceeding the amount stated above ("Principal
Amount") for the purpose of acquiring the property ("Property") described specifically in Exhibit
0112.1804;00407258/ss2
"A" of the Finance Contract is appropriate and necessary to the functions and operations of the
City, and that the Equipment is essential for the City to perform its governmental functions; and
WHEREAS, the City has taken the necessary steps, including those relating to any
applicable legal bidding requirements, to arrange for the acquisition of the Equipment, 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 City is
hereby authorized to negotiate, enter into, execute, and deliver the Finance Contract dated as of
September 6, 2018, as forth in Exhibit A and presently before the City Council, attached hereto
and incorporated herein, which document is available for public inspection at the office of the
City. Each Authorized Representative acting on behalf of City is hereby authorized to negotiate,
enter into, execute, and deliver such other documents relating to the Finance Contract as the
Authorized Representative deems necessary and appropriate. All other related contracts and
agreements necessary and incidental to the Finance Contract are hereby authorized.
Section 2. That by a written instrument signed by an Authorized Representative, said
Authorized Representative may designate specifically identified officers or employees of the
City to execute and deliver agreements and documents relating to the Finance Contract on behalf
of the City.
Section 3. That the Finance Contract dated as of September 6, 2018, by and between the
City of Round Rock, Texas and BANA is designated by the City as a "qualified tax exempt
obligation" for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended; and
2
Section 4. This Resolution shall take effect immediately upon its adoption and approval.
The City Council hereby finds and declares that written notice of the date, hour, place
and subject of the meeting at which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
RESOLVED this 23rd day of August, 2018.
CRAIG ORG r , Mayor
City of Round 'ock, Texas
ATTEST:
- Map
SARA L. WHITE, City Clerk
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Sheets & Crossfield P.C.
s
ATTORNEYS AT LAW
309 East Main Street.Round Rock,TX 78664-5246
Phone 512-255-8877 .fax 512-255-8986
www.sheets-crossfield.corn
August 23, 2018
Bank of America,National Association
11333 McCormick Road
M/C MD5-032-07-05
Hunt Valley, MD 21031
RE: Public Property Finance Act Contract No.18-025
I have examined the Public Property Finance Act Contract No.18-025 (the "Finance
Contract") between the City of Round Rock (the "Issuer") and Bank of America,
National Association ("BANA") dated September 6, 2018. The Finance Contract
provides financing for the purchase by the City of Round Rock of certain Property as
identified in the Finance Contract and provides that the Issuer shall finance the Property
by making Payments as specified in the Public Property Finance Act Contract No.18-025.
I have also examined other certificates and documents as I have deemed necessary and
appropriate under the circumstances.
Based upon the foregoing examination, I am of the opinion that:
1. The Issuer is a political subdivision of the State of Texas with the requisite
power and authority to incur obligations, the interest on which is exempt from
taxation by virtue of Section 103(a) of the Internal Revenue Code of 1986, as
amended;
2. The execution, delivery and performance by the Issuer of the Finance
Contract have been duly authorized by all necessary action on the part of the
Issuer; and
3. The Finance Contract constitutes a legal, valid and binding obligation of
the Issuer enforceable in accordance with its terms.
00406921/ss2
Finance Contract Opinion Letter—Page 2
The opinion expressed above is solely for the benefit of the Issuer, BANA and/or its
subsequent successors or assigns.
Very y yours,
raii:411° ik) zb
Stephan, . Sheets,
City Attorney