R-02-09-12-13B1 - 9/12/2002RESOLUTION NO. R- 02- 09- 12 -13B1
WHEREAS, the City of Round Rock has duly advertised for bids to
lease /purchase various equipment for use by the City, and
WHEREAS, Banc One Leasing Corporation has submitted the lowest
and best bid to lease /purchase said equipment to the City, and
WHEREAS, the City Council wishes to accept the bid of Banc One
Leasing Corporation, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City, subject to the City Manager's and City Attorney's
approval of the final language and terms, a financing program agreement
with Banc One Leasing Corporation to lease /purchase various equipment.
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 12th day of September, 502.
ATTE
CHRISTINE R. MARTINEZ, City Secretar
ODMA\ WORLDOX\ 0: \WDOX \RESOLUTI \R2091291.WPD /sc
NYLE L, Mayor
City o
Round Rock, Texas
List of equipment which may be used for reimbursement from the annual lease program (FY 2001 -02).
DEPARTMENT
Police
Street
Vehicle Maintenance
Public Works
PARD
Public Works
EQUIPMENT LIST
10 -17 -01
DESCRIPTION
Ford LTD Crown Victoria, pursuit, 18 each @ $30,000
Dump Truck
1 %z Ton Utility Truck
/z Ton Pickup 3 each @ $20,000
3 /4 Ton Pickup
%z Ton Pickup
ESTIMATED COST
$ 540,000
75,000
45,000
60,000
24,500
20,000
TOTAL $764,500
COMPANY NAME
BANC
ONE
BANK OF
AMERICA 1
WELLS
FARGO
KOCH FINANCIAL
CORP.
EFFECTIVE
INTEREST RATE
2.79%
2.88%
2.98%
3.05%
TOTAL COST ON
PRINCIPAL OF
$575,000
$603,398
$604,325
$605,356
$606,128
SEMI - ANNUAL
PAYMENTS FOR 3
YEAR PERIOD
$100,566
$100,721
$100,893
$101,021
CITY OF ROUND ROCK
ANALYSIS OF BIDS - EQUIPMENT LEASING
FISCAL YEAR 2002
SUMMARY OF BIDS -
23 REQUESTS FOR BIDS WERE MAILED.
9 SUBMITTED BIDS
14 NON - RESPONSIVE
LEASE2002
DATE: September 6, 2002
SUBJECT: City Council Meeting — September 12, 2002
ITEM: 13.B.1. Consider a resolution authorizing the Mayor to execute a Financing
Program Agreement with Banc One Leasing Corporation to
lease/purchase various equipment.
Resource: David Kautz, Chief Financial Officer
Bill White, Finance Director
History: Each year the City acquires a portion of its heavy equipment and
rolling stock through a tax- exempt leasing program. The financing
program for the current year totals $575,000, financed at an effective
interest rate of 2.79 %, has a three -year amortization and is outlined in
the operating budget. The first year repayment is included in the
proposed operation budget.
Funding:
Cost:
Source of Funds:
Outside Resources:
Impact/Benefit:
Public Comment:
Sponsor:
Interest cost at 2.79%
General Debt Service
N/A
With a three -year payback, the impact on any one operating budget is
minimized. Additionally, the tax- exempt lease rates offer a very
favorable cost of capital to the City. This program permits scheduled
replacement of worn equipment on a revolving basis.
N/A
Finance Department
4
LEASE SCHEDULE NO. 1000114836
(With Interest & Sinking Fund)
Dated As Of September 23, 2002
This Lease Schedule, together with its Payment Schedule is attached and made a part of the Master Lease -
Purchase Agreement described below ("Master Lease ") between CITY OF ROUND ROCK ( "Lessee ") and BANC
ONE LEASING CORPORATION ("Lessor "). All terms and conditions of the Master Lease are incorporated herein by
reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same
meaning when used herein.
Master Lease - Purchase Agreement dated September 23, 2002
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A -1 attached
he ?eto and made a part hereof.
B. EQUIPMENT LOCATION: 221 East Main, Round Rock, Texas 78664
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING
ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE
ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS, WHERE -IS "; AND (d) LESSEE WAIVES
ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents that the use of the Equipment is essential
to Lessee's proper efficient and economic functioning or to the services that Lessee provides to its citizens and the
Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions
consistent with the permissible scope of its authority. Lessee currently intends to use the Equipment for the full Lease
Term.
E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the commencement
date thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this
Lease Schedule.
F. RE- AFFIRMATION OF THE MASTER LEASE: Lessee hereby re- affirms all of its representations, warranties and
obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its
disclaimers in Section 7 thereof and its representations in Section 16 thereof).
G. TAX LEVY: Solely for purposes of this Lease Schedule, the terms and conditions of Sections 6.1, 6.2 and 6.3 of
the Master Lease are deleted and shall have no affect on this Lease Schedule. A special Interest and Sinking Fund
( "Interest and Sinking Fund ") is hereby created solely for the benefit of this Lease Schedule and the Interest and
Sinking Fund shall be established and maintained by Lessee at an official depository bank of Lessee. The Interest
and Sinking Fund shall be kept separate and apart from all other funds and accounts of Lessee. and shall be used
only for paying the interest on, and the principal of, this Lease Schedule. All ad valorem taxes levied and collected for
and on account of this Lease Schedule shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while this Lease Schedule or any principal or interest thereon are outstanding and unpaid, the
governing body of Lessee shall compute and ascertain a rate and amount of ad valorem tax money required to pay
the interest on this Lease Schedule as such interest becomes due. and to provide and maintain a sinking fund
adequate to pay the principal of this Lease Schedule as such principal becomes due (but never less than 2% each
year) and said tax shall be based on the latest approved tax roll of Lessee with full allowance made for tax
delinquencies and the cost of tax collection. So long as any part of Lessee's obligations under this Lease Schedule
remain unfulfilled, Lessee represents, warrants and covenants that: (a) nothing in this Lease Schedule shall cause it
to be deemed an "arbitrage bond" within the meaning established by Section 148 of the Code and its regulations; (b)
(round rock -lease schedule [AJK:9.4.02]) Page 1
2- oa- oq- t -13BI
Lessee shall keep and retain adequate records in accordance with the Code and its regulations relating to arbitrage
matters; and (c) Lessee shall comply with all of the requirements of the Code and its regulations relating to the rebate
of arbitrage profit to the United States of America (including, without limitation, Section 148(f) of the Code) and will
rebate to the United States of America all arbitrage profit required thereby.
CITY OF ROU e ROC BANC ONE LEASING CORPORATION
( "Less -e' / ( "Lessor ")
By r By: / 7-_,...z.--,
Titl Myr Title: tmr /1/ — 1'Yt1Tf/0.?_wT77
221 East Main
Round Rock, Texas 78664
(round rock -lease schedule [AJK:9.4.02]) Page 2
1111 Polaris Parkway, Suite A3 (OH1 -1085)
Columbus, Ohio 43240
MASTER LEASE - PURCHASE AGREEMENT
Dated as of September 23, 2002
This Master Lease - Purchase Agreement together with all addenda, riders and attachments hereto, as the same
may from time to time be amended, modified or supplemented ( "Master Lease ") is made and entered by and between
Banc One Leasing Corporation ( "Lessor ") and the lessee identified below ( "Lessee ").
LESSEE: City of Round Rock
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee,
and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee
and Lessor.
2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of
such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all
addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified
or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule)
incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means any one Schedule and
,this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule,
together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions
thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment,
warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ( "Lease Term ") commences on the
first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier terminated as
expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations
under the Lease.
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set
forth in the Payment Schedule attached to the Schedule ( "Rent Payments "). A portion of each Rent Payment is paid as
and represents the payment of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to
pay Rent Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment
Schedule; provided, that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties
execute an escrow agreement. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or
demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay
Lessor on demand as a late charge five per cent (5 %) of such overdue amount, limited, however, to the maximum amount
allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION
TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE,
COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified
in the Schedule ( "Location ") by Equipment suppliers ( "Suppliers ") selected by Lessee. Lessee shall pay all costs related
thereto.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence
its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers
a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of
such Equipment as stated in the Schedule ( "Purchase Price ") to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by
Lessor ( "Funding Conditions') have been satisfied, including, without limitation, the following: (a) Lessee has signed and
delivered the Schedule and its Payment Schedule; (5) no Event of Default shall have occurred and be continuing; (c) no
material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related
regulations and rulings thereunder (collectively, the "Code "); (d) no material adverse change shall have occurred in the
financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear
MUN2LEAS.MAS PAGE 1 OF 7
of any Liens (except Lessor's Liens); (1) all representations of Lessee in the Lease remain true, accurate and complete;
and (g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance,
to Lessor: (1) evidence of insurance coverage required by the Lease; (2) an opinion of Lessee's counsel; (3) reasonably
detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions
by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease;
(6) such documents and certificates relating to the tax - exempt interest payable under the Lease (including, without
limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously
identified by Lessor or otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON - APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary
funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease
Term commences; and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the
applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its
governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount
sufficient to make all Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person in charge of
its budget requests to include the Rent Payments payable during each fiscal year in the budget request presented to
,Lessee's governing body for such fiscal year; provided, that Lessee's governing body retains authority to approve or reject
any such budget request. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds
legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease shall
constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other
payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Non- Appropriation
Event" shall be deemed to have occurred. If a Non - Appropriation Event occurs, then: (a) Lessee shall give Lessor
immediate notice of such Non - Appropriation Event and provide written evidence of such failure by Lessee's governing
body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the
affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall
terminate on the Return Date without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other
amounts payable under the affected Lease for which funds shall have been appropriated, provided further, that Lessee
shall pay month -tp -month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to
return the Equipment under this Section 6.2. "Retum Date" means the last day of the fiscal year for which appropriations
were made for the Rent Payments due under a Lease.
6.3 If a Non - Appropriation Event occurs, then, during the twelve (12) month period following the Retum Date,
Lessee agrees not to acquire (by purchase, lease or otherwise) replacement equipment which is functionally similar to the
Equipment covered by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment.
Notwithstanding the foregoing of this Section 6.3, the restrictions of this section 6.3 shall automatically and without further
action of the parties be ineffective and be deleted: (a) from any terminated Lease if the net proceeds of the sale of the
returned Equipment are sufficient to pay the Termination Value of the Equipment and all accrued but unpaid Rent
Payments due under the affected Lease as of the Return Date; or (b) from any Lease if the application of the restrictions
in this section 6.3 would not be permitted by then applicable law or would cause such Lease to be invalid or
unenforceable in any material respect.
7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE
VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the
Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied,
applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with
such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in
accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of
any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with
respect to any manufacturers or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any
representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by
any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor.
8. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee,
subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation,
Sections 6, 20 and 21 hereof.
MUN2LEAS.MAS PAGE 2 OF 7
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security
interest in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee
agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including,
without limitation, UCC financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and
payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct
or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and
future Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or
attached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all
Equipment in good condition and working order and supply and install all replacement parts or other devices when
required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall
automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the normal
course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's
,warranty requirements, and comply with all laws and regulations relating to the Equipment. If any Equipment is
customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party
reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee
will not make any alterations, additions or Improvements ( "Improvements ") to any Equipment without Lessor's prior written
consent unless the Improvements may be readily removed without damage to the operation, value or utility of such
Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically
become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base
will not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld.
Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect
the Equipment.
12. LIENS, SUBy_EASES AND TAXES.
12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease.
Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's
employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its
ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other
payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the
obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse
Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that
are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including,
without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes,
and (b) interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from
any reason whatsoever ( "Casualty Loss "). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to
make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be
applied to Lessee's obligations under this Section 13.
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and
Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ( "Lost
Equipment), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair,
condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement
equipment shall automatically be Equipment under the applicable Lease, and deliver to Lessor true and complete copies
of the invoice or bill of sale covering the replacement equipment; or (b) on earlier of 60 days after the Casualty Loss or the
next scheduled Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
Rent Payments due on or accrued through such date plus (ii) an amount equal to the Termination Value as of the Rent
Payment date (or if the Casualty Loss payment is due between Rent Payment dates, then as of the Rent Payment date
MUN2LEAS.MAS PAGE 3 OF 7
preceding the date that the Casualty Loss payment is due) set forth in the Payment Schedule to the applicable Lease. If
Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide
Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the
Lost Equipment and a revised Payment Schedule.
13.4 To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shall
defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees),
damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease.
Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including
attorney's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by
Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence
or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for
an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or
loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry
public liability and third party property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee
and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment.
Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to the
extent of its liability, and then to Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory
evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require
that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that
Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The
insurance maintained by Lessee shall be primary without any right of contribution from insurance which may be
maintained by Lessor.
15. PURCHASE/OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no
Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment
covered by a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued
interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such
date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and
Lessee shall retain its title to such Equipment "AS -IS, WHERE -IS ", without representation or warranty by Lessor, express
or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee
hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its
obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of
Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding
obligation of Lessee, enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all
applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and
property acquisition laws) and all applicable judgments and court orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a
breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party
or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have
a material adverse effect on Lessee's ability to perform its obligations under the Lease; and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's
obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision
thereof.
MUN2LEAS.MAS
PAGE 4 OF 7
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the Code, as the
same may be amended from time to time, and such compliance shall include, but not be limited to, executing and filing
Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably
requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any
Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity
bond" within the meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the
interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes
under the Code.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any
Lease or any Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or
assign a security interest in any Lease and its Equipment. in whole or in part, to any party at any time. Any such assignee
or lienholder (an "Assignee ") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT
TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS,
RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless
otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's
obligations under the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease
or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which
discloses the name and address of each such Assignee; provided, that such notice from Lessor to Lessee of any
assignment shall not be so required if Lessor assigns a Lease to BANK ONE CORPORATION (and its successors or
assigns) or any of its direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such
assignments in ttje form necessary to comply with Section 149(a) of the Code and for such purpose, Lessee hereby
appoints Lessor (or Lessor's designee) as the book entry and registration agent to keep a complete and accurate record
of any and all assignments of any Lease. Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3
hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the
obligations of Lessee under any Non - Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any
interest of any kind in, any Non - Assigned Lease or any Equipment covered by any Non - Assigned Lease; and (c) Assignee
shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under
Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases
which have been assigned to a single Assignee pursuant to a written agreement; and "Non- Assigned Leases" means all
Leases excluding the Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the
following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as
it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due
date thereof; (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c)
Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under
the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any
statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto
or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect as of
the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator
of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state
bankruptcy, insolvency or similar law, or a petition In a proceeding under any federal or state bankruptcy, insolvency or
similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default
under any other Lease or under any other financing agreement executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following
remedies:
MUN2LEAS.MAS PAGE 5 OF 7
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under
all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of
Default occurs together with interest on such amounts at the rate of twelve percent (12 %) per annum (but not to exceed
the highest rate permitted by applicable law) from the date of Lessor's demand for such payment;
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21
(and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any
Equipment is located and repossess such Equipment without demand or notice, without any court order or other process
of law and without liability for any damage occasioned by such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or
private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such
disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds
the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this
Section and under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable
law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease;
and /or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out -of- pocket costs and expenses
incurred by Lessor as a result (directly or indirectly) of the Event of Default and /or of Lessor's actions under this section,
including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping,
storage, repair, reconditioning or disposition of any Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor.
Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the
part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any
default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any
other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof
pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any
time to retum any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessors notice thereof
to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de- install, disassemble, pack, crate, insure and
return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental
United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order
and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and
shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of the
applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments and to
insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to
evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's
interest in such Equipment.
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of Lessee (the "State ").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed
by regular or certified mail or sent by an overnight courier delivery company to the other party at Its address set forth
herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have
been received five (5) days subsequent to mailing.
24. FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee
during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial
information of Lessee.
25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference
only and do not define or limit the scope of any provision of any Lease.
26. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each
Schedule shall be marked "Lessors Original" and all other counterparts shall be deemed duplicates. An assignment of or
MUN2LEAS.MAS PAGE 6 OF 7
security interest in any Schedule may be created through transfer and possession only of the counterpart marked
"Lessors Original".
27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda
attached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the
parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended,
altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be
prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease.
LESSEE: LESSOR:
City of Round Rock Banc One Leasing Corporation
By:
Titl
By:
Title: Funding Athority
, 221 East Main 1111 Polaris Parkway, Suite A3
Round Rock, Texas 78664 Columbus, Ohio 43240
MUN2LEAS.MAS PAGE 7 OF 7
Equipment Description:
Equipment Purchase Price$ 74K-
By:
Title:
f
SCHEDULE A -1
Equipment Description
Lease Schedule No. 1000114836 dated September 23, 2002
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location: Ai k. PIT
K Ochtct
This Schedule A -1 is attached to the Lease Schedule or a Receipt Certificate /Payment Request relating to the Lease
Schedule.
City of Round Rock Banc One Leasing Corporation
(Lessee) air (Lessor)
MUNIAGN2.ACC PAGE 2 OF 2
By:
Title: Funding Authority
This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of
the Master Lease - Purchase Agreement identified therein, all of which are between the Lessee and Lessor
named below.
Lease Schedule No. 1000114836 Dated September 23, 2002
Accrual Date:
Amount Financed:
City of Round Rock
September 24 2002
$575,000.00
PAYMENT SCHEDULE
Rent Rent Rent Interest Principal Termination
Number Date Payment Portion Portion Value
1 3/24/03 $ 100,566.41 $ 8,021.25 $ 92,545.16 $ 492,103.94
2 9/24/03 $ 100,566.41 $ 6,730.25 $ 93,836.16 $ 396,391.05
3 3/24/04 $ 100,566.41 $ 5,421.23 $ 95,145.18 $ 299,342.97
4 9/24/04 $ 100,566.41 $ 4,093.96 $ 96,472.45 $ 200,941.07
5 3/24/05 $ 100,566.41 $ 2,748.17 $ 97,818.24 $ 101,166.47
6 9/24/05 $ 100,566.41 $ 1,383.60 $ 99,182.81 $ -
Totals $ 603,398.46 $ 28,398.46 $ 575,000.00
Banc One Leasing Corporation
(Lessee) (Lessor)
" `�7
By: i" By: /
Title :'1i E Title: Funding Authority
CERTIFICATE OF INCUMBENCY
Lessee: City of Round Rock
Lease Schedule No. 1000114836 Dated September 23 2002
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and
acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly organized and existing under the
laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals
named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective
names.
[NOTE: Use same titles as Authorized Representatives state
/1 ,e /4n XWQ-)) Ma
N e
Name
/ t ICJ le'
Signature of Secretary/64e*k of Lessee
Title
Title
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date
set forth below.
Print Name: I . glaTIAZ e.
/ ( / EJA. &2
Official Title: s
Q-d Z - v �/L//C.C�// rf'C y
Date: / D-
MLDCERT.DOC PAGE 1 OF 1
. ' • Res tio
)gnature
Signature
[SEAL]
RESOLUTION NO. R- 01- 11- 08 -14F18
WHEREAS, the City of Round Rock, Texas (the "Issuer ") is a
home -rule City of the State of Texas, and
WHEREAS,the Issuer expects to pay expenditures in connection
with acquiring certain vehicles and equipment (the "Property ")
prior to the issuance of obligations to finance the Property, and
WHEREAS, the Issuer finds, considers, and declares that the
reimbursement of the Issuer for the payment of such expenditures
will be appropriate and consistent with the lawful objectives of
the Issuer and, as such, chooses to declare its intention, in
accordance with the provisions of Section 1.150 -2 of the Treasury
Regulations, to reimburse itself for such payments at such time as
it issues obligations to finance the Property, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Issuer reasonably expects to incur debt, as one or
more separate series of various types of obligations, with an
aggregate maximum principal amount equal to $675,000 for the
purpose of paying the costs of the Property.
II.
That all costs to be reimbursed pursuant hereto will be
capital expenditures. No tax - exempt obligations will be issued by
:: ODMA \MORLEO% \O: \M00% \RESOLUTI \R11109R.10 /at
the Issuer in furtherance of this Resolution after a date which is
later than 18 months after the later of (1) the date the
expenditures are paid or (2) the date on which the property, with
respect to which such expenditures were made, is placed in service.
III.
The foregoing notwithstanding, no tax - exempt obligation will
be issued pursuant to this Resolution more than three years after
the date any expenditure which is to be reimbursed is paid.
IV.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this Sth day of November, 2001.
MARTINEZ, Secr ar
CHRISTINE R. City y
2.
ROB °r A. STLUKA, JR. Mayor
City of Round Rock, Texas
EQUIPMENT LIST
10 -17 -01
List of equipment which may be used for reimbursement from the annual lease program (FY 2001 -02).
DEPARTMENT
Police
Strdet
Vehicle Maintenance
Public Works
PARD
Public Works
DESCRIPTION
Ford LTD Crown Victoria, pursuit, 18 each @ $30,000
Dump Truck
1 %2 Ton Utility Truck
Y2 Ton Pickup 3 each @ $20,000
% Ton Pickup
Ton Pickup
ESTIMATED COST
$ 540,000
75,000
45,000
60,000
24,500
20.000
TOTAL $764,500
OR
2. Pursuant to the Lease /Purchase Agreement, Lessee represents and warrants, in addition to other pullers
under the Agreement, that it is lawfully self - insured for: (check to indicate coverage)
_a. All risk, physical damage in the amount specified in 1(a) above.
_b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a copy of the statute authorizing this form of insurance.
LESSEE: Cit of Round Roc
By:
INSURANCE COVERAGE DISCLOSURE
Banc One Leasing Corporation, LESSOR
City of Round Rock, LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease /Purchase Agreement, Lessee certifies that it has instructed the main
agent named below (please fill in name, address, and telephone number):
p / �uNic�
Ajax /s/Y) 9Y
, ,� -7p7/y - 9/9
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of
Insurance and Long Form Loss Payable Clause naming "Banc One Leasing Corporation and /or its
assigns" as Loss Payee.
Coverage Required: Termination Value Specified
. Lb. Public Liability Insurance evidenced by a Certificate of Insurance naming
"Banc One Leasing Corporation and/or its assigns" as an Additional Insured.
Minimum Coverage Required:
$500,000.00 per person
$1,000,000.00 aggregate bodily injury liability
$500,000.00 property damage liability
Proof of insurance coverage will be provided to Banc One Leasing Corporation, 1111 Polaris Parkway, Suite A3,
Columbus, OH 43240, prior to the time that the property is delivered to Lessee.
Title: /42-yd/
MLDINDIS.DOC PAGE 1 OF 1
Date: September 23, 2002
Lessee: City of Round Rock
Lessor: Banc One Leasing Corporation
Re:
Lades and Gentlemen:
(3)
Sheets & Crossfield, P.C.
ATTORNEYS AT LAW
309 Ease Main Screen • Round Rock, TX 7 8664 -5 246
phone 512- 255 -8877 • Fax 512-255-8986
OPINION OF COUNSEL
Lease Schedule No. 1000114836 dated September 23, 2002 together with its Master
Lease - Purchase Agreement dated as of September 23, 2002 by and between the
above -named Lessee and the above -named Lessor and the Agency and No Arbitrage
Schedule Addendum dated September 23, 2002 relating to the foregoing.
As legal counsel to City of Round Rock, (the "Lessee "), I have examined (a) an executed
counterpart of a certain Master Equipment Lease/Purchase Agreement, dated as of September 23,
2002, and Exhibits thereto by and between Banc One Leasing Corporation (the "Lessor ") and City
of Round Rock (the "Agreement ") and an executed counterpart of Lease Schedule No. 1000114836,
dated September 23, 2002, by and between Lessor and Lessee (the "Schedule "), which, among other
things, provides for the lease with option to purchase to the Lessee of certain property listed in the
Schedule A -1 (the "Equipment "), (b) an executed counterpart of the ordinances or resolutions of
Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule and
(c) such other opinions, documents and matters of law as I have deemed necessary in connection
with the following opinion. The Schedule and the terms and provisions of the Agreement
incorporated therein by reference together with the Rental Payment Schedule attached to the
Schedule are herein referred to collectively as the "Lease ".
Based on the foregoing, I am of the following opinion:
(1) Lessee is a public body corporate and politic, duly organized and existing under the laws of
the State, and has a substantial amount of one of the following sovereign powers: (a) the
power to tax, (b) the power of eminent domain, or (c) police power;
(2) Lessee has the requisite power and authority under State law to lease and acquire the
Equipment with an option to purchase and to execute and deliver the Lease and to perform
its obligations under the Lease;
The Lease has been duly authorized, approved, executed, and delivered by and on behalf of
Lessee and the Lease is a valid and binding obligation of Lessee enforceable in accordance
PFF[•e=kcop \: :0D0A WLox, LOR.R /G[IL /N.Y I.0 NFL /COP RE,FO /CORRESFG /0.34935. WrD /k3
Banc One Leasing Corporation
September 23, 2002
Page 2
with its terms, except to the extent limited by State and Federal laws affecting creditor's
remedies and by bankruptcy, reorganization or other laws of general application relating to
and affecting creditor's rights.
(4) The authorization, approval, execution, and delivery of the Lease and all other proceedings
of Lessee relating to the transactions contemplated thereby have been performed in
accordance with all open meeting laws, public bidding laws and all other applicable state or
federal laws; and
(5)
(6) Lessee is a political subdivision of the State as referred to in Section 103 of the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder.
All capitalized terms herein shall have the same meanings as in the Lease unless otherwise
provided herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax -
exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion.
CDC/kg
To the best of my knowledge there is no proceeding pending or threatened in any court or
before any governmental authority or arbitration board or tribunal that, if adversely
determined, would adversely affect the transactions contemplated by the Lease or the security
interest of Lessor or its assigns, as the case may be, in the Equipment thereunder, or that
challenges: the organization or existence of Lessee; the authority of its officers; the proper
authorization, approval and execution of any of the Agreements or any document relating
thereto; the appropriation of monies to make payments under the Agreements for the current
fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements
and the transactions contemplated thereby.
Sincer
Charles Cro‘IMMO
VEHICLE SCHEDULE ADDENDUM
Dated As Of September 23, 2002
Lease Schedule No. 1000114836 Dated September 23, 2002
Lessee: City of Round Rock
Reference is made to the above Lease Schedule ( "Schedule ") to the Master Lease - Purchase Agreement identified in the
Schedule ( "Master Lease") by and between Banc One Leasing Corporation ( "Lessor ") and the above lessee ("Lessee).
This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the
Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning
when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee
hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then
, the following provisions shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or
security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of clause (b) of Section 14.1 of the Master
Lease shall be in an amount not less than $500,000.00 per person injured and $1.000 000.00 combined single limit per
unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance
amount shall be such larger amount as may be reasonably required by Lessor) and $500,000.00 for damage to property
of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of
Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law
with Lessor noted as lienholder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.
City of Round Rock Banc One Leasing Corporation
(Lessee) / / (Lessor)
By:
Title: r
AVEH.DOC PAGE 1 OF 1
By:
Title: Funding Authority
Lease Schedule No. 1000114836
AGENCY & NO ARBITRAGE SCHEDULE ADDENDUM
Dated As Of September 23, 2002
Lessee: City of Round Rock
Reference is made to the above Lease Schedule as amended ( "Schedule ") to the Master Lease - Purchase Agreement
identified in the Schedule as amended ("Master Lease') by and between Banc One Leasing Corporation ( "Lessor") and the
above lessee ("Lessee"). As used herein, "Lease" shall mean the above Schedule and the Master Lease, but only to the
extent that the Master Lease relates to the Schedule. This Addendum amends and modifies the terms and conditions of the
Lease and is hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Master
Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee
hereby agree to amend and supplement the Lease as follows:
1. DEPOSIT OF MONIES:
Deposit: $575 000.00
Deposit Date: September 24, 2002
On the above Deposit Date, Lessor shall cause the above Deposit to be paid to Lessee in cash or other immediately available
funds. Such Deposit shall be set aside by Lessee in a separate account and used by Lessee exclusively for acquisition and
installation costs of the Equipment pursuant to this Addendum. The Lease Term of the Lease shall commence on the earlier of
the date specified in the Payment Schedule to the Schedule or the above Deposit Date.
2. APPOINTMENT OF AGENT; EXPENDITURE OF FUNDS.
(a) Lessor hereby appoints Lessee as its agent to carry out all phases of the acquisition and installation of the
Equipment in accordance with any contracts necessary for the completion of the Equipment, and to apply the Deposit monies
for that purpose. Lessee, as agent of Lessor, assumes all rights, duties, liabilities and responsibilities of Lessor regarding the
acquisition and installation of the Equipment, and the installation of any property related thereto, except as limited herein. The
Equipment shall be acquired and installed in all respects in accordance with the provisions of the Lease.
(b) Lessee hereby agrees that it will cause the work under all purchase orders and contracts to be diligently
performed after the Deposit is paid to Lessee, and that the Equipment will be completed in accordance with the specifications
therefor by such dates as shall be necessary so that no less than 95% of the Deposit shall be expended for costs of the
Equipment within 6 months following the Deposit Date and that the entire Deposit shall be expended (or applied to the
payment of rent) within 12 months following the Deposit Date. Upon completion of acquisition and installation of the Equipment
in a manner satisfactory to Lessee, but in any event not later than thirty (30) days following completion of such acquisition and
installation, Lessee shall deliver to the Lessor a Certificate of Acceptance in form attached hereto as Exhibit A (and said
Certificate will include a complete description of the Equipment) together with a copies of all invoices, bills of sale and other
documents confirming the sale and installation of the Equipment and proof of payment of the entire purchase price of the
Equipment.
(c) If the Deposit is not expended as set forth above, Lessee agrees that it will take such actions as may be
necessary to retain the tax- exempt status of the interest component of the Rent Payments and Lessee agrees that any such
amounts not expended by Lessee for such purposes ("Unspent Deposit") shall no later than 12 months after the Deposit Date
be paid by Lessee to Lessor and that the Unspent Deposit shall be applied by Lessor for benefit of Lessee either: (1) toward
the principal portion of the Rent Payment next coming due under the Lease; or (2) toward a partial prepayment of the principal
amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment
Schedule reflecting such partial prepayment of principal.
3. CONTRACTS AND PAYMENTS. Lessee, as agent for Lessor, may enter into any contracts which are reasonably
necessary for the completion of the acquisition and Installation of the Equipment. Lessee shall be authorized to make
payments for the costs of acquisition and installation of the Equipment from the Deposit or other funds provided by Lessee. In
the event that the Deposit is not sufficient to pay the entire cost of acquiring and installing the Equipment, Lessee agrees to
pay directly from its own funds the costs of acquiring and completing the Equipment that exceed the Deposit. Lessee agrees
to pay, defend, indemnify and hold Lessor harmless from any liabilities, obligations, claims, costs and expenses (including
reasonable attorney fees and expenses) of whatever kind imposed on or asserted against Lessor in any way related to any
MUNIAGN2.DOC PAGE 1 OF 4
purchase orders or purchase contracts for any Equipment.
4. PROJECT DESCRIPTION. Lessee, as agent of Lessor, shall have the right to make any changes in the
description of the Equipment or of any component or components thereof, whenever the Lessee in its reasonable discretion
deems such changes to be necessary; provided, that any such change shall not materially alter the nature of the Equipment
and shall not reduce the fair market value of the Equipment; provided further, that any increase in the acquisition and
installation costs resulting from any such change shall, to the extent the increased acquisition and installation costs exceed the
amount of the Deposit, be payable solely from other funds available to Lessee for such purpose.
5. RIGHT TO SUPERVISE INSTALLATION AND PERFORMANCE. Lessee, as agent for Lessor, agrees to
supervise the installation of the Equipment and any property related thereto in a careful and reasonable manner and to
otherwise carefully monitor the performance of the vendors/contractors in the performance of their duties in connection with the
installation of the Equipment.
6. RIGHT TO ENFORCE CONTRACTS. Lessee shall have the right to enforce any contract which it enters into with
respect to the acquisition and installation of the Equipment in its own name or the name of Lessor, at law or in equity; provided,
that Lessor shall be able to assert said rights and powers in its own behalf.
7. NO LIABILITY OF LESSOR. Lessor shall not be obligated to assume or perform any obligation of Lessee relating
to the Equipment or any vendors/contractors with respect thereto.
8. NO ARBITRAGE CERTIFICATION. This certification is being made by Lessee pursuant to Section 148 of the
Internal Revenue Code of 1986, as amended (the "Code "), and related Treasury Regulations (the "Regulations "), including, but
not limited to, Treasury Regulation Sections 1.148 -2 and 1.148 -7. Lessee acknowledges that the following facts, estimates and
circumstances are in existence on the date of this Addendum or are reasonably expect to occur hereafter.
(a) The Lease provides for the lease of the Equipment by Lessor to Lessee. Under the Lease, Lessee is required to
make Rent Payments with respect to the Equipment, comprising principal and interest, on the dates and in the
amounts stated in the Payment Schedule to the Lease.
(b) Pursuant to this Addendum and for the purpose of assuring Lessee of the availability of monies needed to pay
the cost of the Equipment when due, Lessee and Lessor have agreed to the above terms of this Addendum and
Lessor has agreed to pay the Deposit as provided herein.
(c) Binding contracts or purchase orders providing for the acquisition and delivery of the Equipment have been
issued by Lessee to Equipment Vendors therefor or will be issued within 6 months of the Deposit Date. Lessee
hereby agrees that it will cause the work under all such purchase orders and contracts to be diligently performed after
the Deposit is paid to Lessee, and that the Equipment will be completed in accordance with the specifications therefor
by such dates as shall be necessary so that no less than 95% of the Deposit shall be expended for costs of the
Equipment within 6 months following the Deposit Date and that the entire Deposit shall be expended (or applied to
the payment of rent) within 12 months following the Deposit Date
(d) It is presently expected that all such funds Initially deposited by Lessor with Lessee under this Addendum shall be
disbursed to pay for the Equipment, but any such amounts ultimately determined not to be needed for such purposes
shall no later than 12 months after Deposit Date be paid by Lessee to Lessor and such amount will applied by Lessor
for benefit of Lessee either: (1) toward the principal portion of the Rent Payment next coming due under the Lease; or
(2) toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall
prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal.
(e) All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses within 12
months of the Deposit Date The original proceeds of the Lease do not exceed the amount necessary for the purpose
for which the Lease is issued. The interest of Lessee in the Equipment has not been and is not expected during the
term of the Lease to be sold or disposed of by Lessee. No sinking fund is expected to be created by Lessee with
respect to the Lease and Rental Payments.
(f) To be best of the knowledge and belief of the undersigned representative of Lessee, the expectations of Lessee,
as set forth above, are reasonable; and there are no present facts, estimates and circumstances which would change
the foregoing expectations. Lessee 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.
(g) Lessee shall comply with the requirements of Section 148(f) of the Code and the Regulations and will rebate to
the United States of America all arbitrage profit required thereby. Lessee hereby covenants to comply with all
requirements of the Code and Regulations relating to the rebate of arbitrage profit to the United States of America.
MUNIAGN2.DOC PAGE 2 OF 4
9. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease
remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.
City of Round Rock Banc One Leasing Corporation
(Lessee) (Lessor)
By:
By:
Title' Q. f' Title: Funding Authority
MUNIAGN2.DOC PAGE 3 OF 4
Lease Schedule No. 1000114836
Lessee: City of Round Rock
Reference is made to the above Lease Schedule as amended ("Schedule") to the Master Lease - Purchase Agreement
identified in the Schedule as amended ( "Master Lease) by and between Banc One Leasing Corporation ("Lessor") and the
above lessee ( "Lessee'). As used herein, "Lease" shall mean the above Schedule and the Master Lease, but only to the
extent that the Master Lease relates to the Schedule. Unless otherwise defined herein, capitalized terms defined in the Lease
shall have the same meaning when used herein.
This Certificate of Acceptance is delivered by Lessee to Lessor pursuant to the Agency & No Arbitrage Schedule
Addendum to the Schedule.
Lessee hereby notifies Lessor that Lessee has received all of the Equipment described in the Lease, including,
without limitation, the Equipment described in Schedule A -1 attached hereto, as of the Acceptance Date stated below:
ACCEPTANCE DATE: � -;'iI
AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED AND INSPECTED
ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE
ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE
LEASE "AS -IS, WHERE -IS "; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
Cit of Round Rock
(Lessee)
By:
Title: 1M /'
[Copies of Invoices /Bills of Sale and
Proof of Payment attached hereto]
CERTIFICATE OF ACCEPTANCE
(Delivered Pursuant To The Agency & No Arbitrage Schedule Addendum)
MUNIAGN2.ACC PAGE 1 OF 2
TEXAS LEASE SCHEDULE ADDENDUM
Dated As Of September 23, 2002
Lease Schedule No. 1000114836 dated September 23, 2002
Lessee: City of Round Rock
Reference is made to the above Lease Schedule ( "Schedule") and to the Master Lease - Purchase Agreement ( "Master
Lease ") identified in the Schedule by and between Banc One Leasing Corporation ( "Lessor ") and the above lessee
( "Lessee "). As used herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the
Master Lease relates to the Schedule. This Addendum amends and modifies the terms and conditions of the Lease and
is hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall
have the same meaning when used herein.
NOW, THEREFORE, solely for purposes of the Lease, Lessor and Lessee hereby agree as follows:
1. NON- APPROPRIATION AND NON - SUBSTITUTION AMENDMENTS. All of subsections 6.1, 6.2 and 6.3 of
the Master Lease are deleted and replaced with the following:
"6. TERMINATION FOR GOVERNMENTAL NON - APPROPRIATIONS.
"6.1 For the Lease, Lessee represents and warrants: that it has appropriated and budgeted the
necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal
year in which the Lease Term commences; and that it currently intends to make Rent Payments for the full
Lease Term as scheduled in the applicable Payment Schedule if funds are appropriated for the Rent Payments
in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Lessee
reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be
appropriated and made available therefor. All Rent Payments shall be payable out of the general funds of
Lessee or out of other funds legally available therefor. Lessor agrees that the Lease will not be a general
obligation of Lessee and the Lease shall not constitute a pledge of either the full faith and credit of Lessee or
the taxing power of Lessee.
/ "6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent
Payments or other payments due under the Lease and if other funds are not legally available for such
payments, then a "Non- Appropriation Event" shall be deemed to have occurred. If a Non - Appropriation Event
occurs, then: (a) Lessee shall give Lessor immediate notice of such Non - Appropriation Event and provide
written evidence of such failure by Lessee's governing body; (b) on the Retum Date, Lessee shall return to
Lessor all but not less than all, of the Equipment covered by the Lease, at Lessee's sole expense, in
accordance with Section 21 hereof (provided, that if under applicable State law Lessee's obligation to pay the
expenses of returning the Equipment would render the Lease void or unenforceable under State law, then
Lessee shall not be obligated to pay the expenses of returning the Equipment under section 21 hereof, but
Lessee shall be required to cooperate with Lessor in Lessor's taking possession of the Equipment); and (c) the
Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall pay at Rent
Payments and other amounts payable under the Lease for which funds shall have been appropriated or are
otherwise legally available, provided further, that Lessee shall pay month -to -month rent at the rate set forth in
the Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments
due under the Lease
2. DECLARATION OF PERSONAL PROPERTY FINANCING.
(a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL
CONSTITUTE PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE DEEMED, OR IDENTIFIED AS,
ANY OF THE FOLLOWING: REAL PROPERTY; AN IMPROVEMENT ON ANY REAL PROPERTY; A PERMANENT
BUILDING OR STRUCTURE ON ANY REAL PROPERTY; OR A FIXTURE ON ANY REAL PROPERTY.
(b) Lessee represents and warrants to Lessor that the Equipment is personal property and that the Equipment is
not any of the following: real property; an improvement on any real property; a permanent building or structure on any
real property; or a fixture on any real property. Upon Lessors written request, Lessee shall furnish to Lessor a certificate
executed by an independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or
architect certifies that the Equipment is relocatable or transportable and will remain personal property.
(munilease.tex) Page 1
(c) Without limiting the generality of the representations in the Master Lease as it applies to the Lease, Lessee
represents and warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of
Texas, including, without limitation, all applicable public finance laws of the State of Texas.
3. NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that: (a) unless otherwise agreed
by Lessee In writing, Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease;
(b) if Lessor sells or assigns its rights in the Lease, then, unless otherwise agreed by Lessee in writing, such sale or
assignment shall be of an undivided interest in all of Lessor's right, title and interest in the Lease to a single purchaser or
assignee; and (c) if Lessee consents to the creation or sale of any fractional interests in the Lease or any participation
interests in the Lease, Lessor agrees that such transaction shall comply with applicable State and federal law.
4. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor, the
Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Ro
(Lesse
By:
Title:
(munilease.tex) Page 2
Banc One Leasing Corporatio
(Lessor`
Title: Funding Authority
PREPAYMENT RESTRICTION SCHEDULE ADDENDUM
Lease Schedule No. 1000114836
Lessee: City of Round Rock
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease - Purchase Agreement
( "Master Lease") identified in the Schedule, which are by and between Banc One Leasing Corporation ( "Lessor') and the
above lessee ( "Lessee "). As used herein: `Lease" shall mean the Schedule and the Master Lease, but only to the extent
that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and
conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same
meaning when used herein.
1. Solely for purposes of the Schedule, Lessor and Lessee agree that, notwithstanding anything to the contrary
in the Lease (express or implied), Lessee's option under Section 15 of the Master Lease to purchase the Equipment or to
prepay the Lease obligations may be exercised by Lessee only on or after the Permitted Prepayment Month of Lease
Term (as stated below).
Permitted Prepayment Month: on or after the first month of the Lease Term
2. The parties acknowledge that the Termination Value column of the Payment Schedule to the above Lease
Schedule is included solely for purposes of the calculations required by Sections 13.3 (casualty loss of Equipment) and
14.1 (required amount of casualty loss insurance) of the Master Lease and said Termination Value column does not
negate the restrictions on purchase options or voluntary prepayment in paragraph 1 of this addendum.
3. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor
and Lessee, the Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first
referenced above.
By:
Title:
City of Roun
(Lessee)
BANC ONE LEASING CORPORATION
(Lessor)
By:
Title: Funding Authority
(restricted prepay sch add [Iegal:7.5.02])
SEP.12.2002
Far. 8038 -G
(Rev. November 2000)
irm ntor1'o T
Inlemal Revenue S,NICO
• Report nq Authority
1 Issuer's name
City of Round Rock
3 Number and street (or P.O. box If mall Is not delivered to street address)
221 East Main
5 Clpe, town, or post office, state, and 21P code
Round Rock, Texas 78664
7 Name of 155110
Lease Schedule No. 1000114836
9 Name and title of officer or legal representative whom the IRS may call for more information
Operations Team Manager
T e of Issue (check applicable box(es) and
VP
11 ❑ Education
12 ❑ Health and hospital
13 ❑ Transportation
14 0 Public safety
15 ❑ Environment (Including sewage bonds) 16
15 0 Housing 17
17 ❑ 01(190 vehicles and equipment 1 575,000.00
If Other,
19 Describe • y „ , -.
19 If obligations s are are TANS or RANS, check box 9. Q IF obligations are BANS, check box lo / /�/
20 If obligations are in the form of a lease of installment sale, check box . . . •
%,/
this form is being filed.
Part III
Part V
Sign
Here
/ 819
For Paperworleff
1:07PM
Information Return for Tax - Exempt Governmental Obligations
• Under Intemal Revenue Code section 149(0) OMB No. 1545.0720
I. Soa separate Inetruoti0115,
Caution: I( rho Issue price (5 under $700,000, use Fans 8038 -GC.
enter the issue price) See Ins
Description of Obligations. Complete for the entire issue for which
Room/suite
N0.399 P.2 /2
if Amended Return, check here • ILI
2 Issuer's employer Identification number
4 Report number
3 G 2002, LP1
6 Date of Issue
9(18(02
a CUSIP number
None
10 Telephone number of officer or legal representathe
( 800 ) 678.2601
ructions and attach schedule
11
12
13
14
15
(a) Final maturity date N) Issue price (c) P k a r t . e i n a le ge mercy la) 51010
09(18105 $ 575,000.00 5 1.00 3 years 2.7900 %
Pert IV Uses of Proceeds of Bond issue (including underwriters' discount) 0
22 Proceeds used for accrued Interest 22
23 Issue price of entire issue (enter amount from tine 21, column (b)) „
23 I 575,000.00
24 Proceeds used for bond Issuance costs (including underwriters' discount) 25 U
25 Proceeds used for credit enhancement 26 0 j
26 Proceeds allocated to reasonably required reserve or replacement fund .
27 Proceeds used to currently refund prior issues 27 27 0
28 Proceeds used to advance refund prior issues 0
29 Total (add lines 24 through 28) 29
30 Nonrefundlnq proceeds of the issue (subtract line 29 from line 23 and enter amount here). 30 575,000.00
Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . .. • n1e years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . ,. ► rile years
33 Enter the last date on which the refunded bonds will be called ■ rile
34 Enter the date(s) the refunded bonds were issued ► Ma
Miscellaneous
35 Enter the amount of the state volume cap allocated to the Issue under section 141(b)(5) . . - 95 0
36a Enter the amount of gross proceeds Invested or to be Invested Ina guaranteed investment contract (see instructions) ,3666 0
b Enter the final maturity date of the guaranteed investment contract • /.074
37 Peeled financings: a Proceeds of this issue that are to be used 10 make loans to other governmental units 37a 0
b If this issue is a loan made from the proceeds of another tax - exempt issue, check box 1 ❑ and en er the name of the
issuer • and the date of the issue ►
38 If the issuer has designated the issue under section 265(b)(3)(B)(17(III) (small issuer exception), check box . . . , • ❑
39 IF the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box • ❑ -
40 If the issuer has Identified a hedge, checlr,box —_
and penalties of pod s co and com
eC p lete . exam - • this return end accomparrying schedules and statements. and m the host or my knowledge
belief,
-
.....,.... _ sentadv9 0010 , Type or print name and rkk r
ion Act Notice, see page 2 of the Instructions. COL No. 637735 poem 8038- G'(A9v. 11.2000)
09/12/2002 THU 12:48 [TX /RX NO 59101 12 002