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R-92-1744 - 9/10/1992Initials: Lessee : 04 Lessor . Exhibit C PAYMENT SCHEDULE # Due Date Interest Principal Payment Purchase Price* 1 02- Apr -93 82,857.97 814,996.26 817,854.23 2 02- Oct -93 2,415.58 15,438.65 17,854.23 3 02- Apr -94 1,960.14 15,894.09 17,854.23 4 02- Oct -94 1,491.27 16,362.96 17,854.23 5 02- Apr -95 1,008.56 16,845.67 17,854.23 6 02- Oct -95 511.61 17,342.62 17,854.23 * After payment of amount otherwise due on date indicated. Lease # M209AA 882,828.44 67,086.34 50,942.81 34,387.62 17, 410.27 0.00 == CAP ITAL CITY LEASING INC. 4901 SPICEWOOD SPRINGS ROAD • AUSTIN. TEXAS 78759 GOVERNMENTAL LEASE /PURCHASE AGREEMENT This State and Municipal Lease /Purchase Agreement (the "Lease ") is made and entered into on this, the r day of 19 by and between Capital City Leasing, Inc., with offices at 4901 Spicewood Springs Road, Austin, Texas 78759 (herein called the "Lessor "), and Cit of Round Roc with i principal address at 221 East Main Street, Round Rock. TX 78664 (herein called the "Lessee"), wherein it is agreed as follows: LEASE M2O9AA 1. LEASE OF EQUIPMENT. Lessee hereby requests Lessor to acquire the equipment described in Exhibit A attached hereto and made a part hereof. Subject to the terms and conditions hereof, Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the equipment described in Exhibit A, with all replacement parts, repairs, additions and accessories incorporated therein or affixed thereto (herein collectively called the "Equipment "). 2. DELIVERY AND ACCEPTANCE. At the request of Lessee, Lessor agrees to order the Equipment from the supplier of such Equipment, but shall not be liable for specific performance of this Lease or for damages if for any reason the supplier delays or fails to fill the order. Lessee shall cause the Equipment to be delivered at the location specified in Exhibit A ( "Equipment Location"). Lessee shall pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment. Any delay in such delivery shall not affect the validity of this Lease. Lessee shall accept the Equipment as soon as it has been delivered and is operational, or as soon as any manufacturer or vendor pre- acceptance test period has expired. Lessee shall have no more than thirty (30) days from the date of delivery of the Equipment to accept such Equipment. In the event the Equipment is not accepted by Lessee within thirty (30) days from the date of its delivery, Lessor, at Lessor's sole option, shall have the right to terminate this Lease. Lessee shall evidence its acceptance of the Equipment by executing and delivering to Lessor a delivery and acceptance certificate in the form of Exhibit B attached hereto and made a part hereof (the "Acceptance Certificate "). Lessee hereby authorizes the Lessor to add to this Lease and to any other description of the Equipment the serial number of each item of Equipment when available. 3. TERM. This Lease shall become effective upon the execution hereof by Lessee and Lessor. The initial term of this Lease shall commence on the date Lessee executes the Acceptance Certificate (the "Start Date ") through the end of Lessee's fiscal year containing the Start Date and, unless earlier terminated as expressly provided for in this Lease, shall be automatically renewed on a year-to -year basis for the number of annual fiscal periods necessary to comprise the lease term as set forth in Exhibit C attached hereto and made a part hereof (the "Lease Term "). 4. RENT. Lessee agrees to pay to Lessor or any Assignee (as defined in Section 22 below) the rental payments for the Equipment as set forth in Exhibit C (the "Rental Payments "). A portion of each Rental Payment is paid as and represents the payment of interest as set forth in Exhibit C. The Rental Payments shall be payable, without notice or demand, at the office of Lessor (or such other place as Lessor or any Assignee may designate in writing, from time to time) and shall commence on the Start Date or as otherwise set forth in Exhibit C, and the remaining Rental Payments shall be payable on the same date of each consecutive month or quarter or semiannual or annual period thereafter (as designated in Exhibit C) for the duration of the Lease Term. Any notice, invoicing, purchase orders, quotations or forms or procedures required by Lessee as a condition precedent to payment shall be fully explained and provided to Lessor or any Assignee sufficiently in advance of the payment due date for the completion thereof by Lessor or any Assignee prior to such payment date. To the extent permitted by applicable law, whenever any portion of a Rental Payment is received by Lessor or its Assignee more than ten (10) days from the due date, Lessee shall pay to Lessor or its Assignee, on demand, the greater of twenty -five dollars (325.00) or five percent (5%) of such overdue amount (as a service and handling fee). EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8 HEREOF, THE RENTAL PAYMENTS SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. 5. AUTHORITY AND AUTHORIZATION. Lessee represents, warrants and covenants that (a) it shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its existence, and (1i) the Lease; (b) it has complied with all bidding and budgeting requirements where necessary and by due notification has presented this Lease for approval and adoption as a valid obligation on its part and that all requirements have been met and procedures have been followed to ensure the enforceability of the Lease; (c) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period; (d) no event has occurred and no condition exists which, upon the execution of this Lease or with notice or the passage of time or both, would constitute a default under any debt, revenue or purchase obligation which it has issued or to which it is a party (the "Obligation ") nor has it been in default under any Obligation at any time during the past five (5) years, and (e) no lease, rental agreement or contract for purchase, to which Lessee has been a party, at ,any time during the past five (5) years, has been terminated by Lessee as a result of insufficient funds being appropriated In any fiscal period. 6. LESSEE CERTIFICATION. Lessee warrants and covenants that (i) it is a state, or a political subdivision thereof, within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and the related regulations and rulings thereunder, (ii) Lessee's obligation under this Lease constitutes an enforceable obligation issued by or on behalf of a state, or political subdivision thereof, such that any interest income derived under this Lease and due Lessor or its Assignee, including, but not limited to, those amounts designated as interest in Exhibit C, shall not be includable in the gross income of Lessor, its Assignee or any participants with such for the purposes of federal income taxation; (iii) this Lease represents a valid deferred payment obligation of Lessee for the amount herein net forth; (iv) Lessee has the legal capacity to enter into this Lease and is not in contravention of any state, county, district, city or town statute, rule, regulation or other governmental provision; (v) during the Lease Term, the Equipment shall not be used in a trade or business of any other person or entity; and (vi) Lessee shall complete and file on a timely basis, Internal Revenue Service form 8038g or 8038gc, as appropriate, in the manner set forth in Section 149(e) of the Code. 7. APPROPRIATIONS AND ESSENTIAL USE. Lessee reasonably believes that sufficient funds can be obtained to make all Rental Payments during the Lease Term. Lessee hereby covenants that it shall do all things lawfully within its power to obtain funds from which the Rental Payments may be made, including making provisions for such payments, to the extent necessary, in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to make the Rental Payments for the full Lease Term if funds are legally available therefore and in that regard Lessee represents that: (a) the use of the Equipment is essential to its proper, efficient and economic functioning or to the services that it provides to its citizens; (b) Lessee has an Immediate need for and expects to make immediate use of substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable future; and (c) the Equipment shall be used by the Lessee only for the purpose of performing one or more of its governmental or proprietary functions consistent with the permissible scope of its authority. 8. NONAPPROPRIATION OF FUNDS. In the event no funds or insufficient funds are appropriated and budgeted for the acquisition, retention or operation of the Equipment and funds are otherwise unavailable, by any means whatsoever, in any fiscal period in which the Rental Payments for the Equipment are due under this Lease, then Lessee shall, not less than sixty (60) days prior to the end of such applicable fiscal period, in writing, notify Lessor and any Assignee of such occurrence. This Lease shall thereafter terminate and be rendered null and void on the last day of the fiscal period which appropriations were made without penalty, liability or expense to the Lessee of any kind, except as to (i) the portions of the Rental Payments therein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available and (ii) Lessee's other obligations and liabilities under this Lease relating to, accruing or arising prior to such termination. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on such the date of h termination, packed for shipment in accordance with manufacturer's specifications and eligible for manufacturer's maintenance, and freight prepaid and insured to any location in the continental United States designated by Lessor, all at Lessee's expense. Lessor or its Assignee may a all available legal and equitable rights and remedies in taking possession of the Equipment. Notwithstanding the foregoing, Lessee agrees (a) that if this Lease is terminated in accordance with the preceding paragraph, Lessee shall not purchase, lease or rent equipment which performs the same functions as, or functions taking the place of, those performed by the Equipment, and shall not permit such functions to be performed by its own employees or by any agency or entity affiliated with or hired by Lessee for the balance of the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter; and (b) that it shall not, during the Lease Term, give priority in the application of funds to any other functionally similar equipment. 9. LIMITATION ON WARRANTIES. LESSEE HAS SELECTED BOTH THE EQUIPMENT AND THE VENDOR(0) FROM WHOM LESSOR IS TO PURCHASE THE EQUIPMENT IN RELIANCE HEREON. LESSEE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY LESSEE, THAT LESSOR 15 NOT A MANUFACTURER, VENDOR OR DISTRIBUTOR OF SUCH EQUIPMENT, AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS OR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT 'WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO THE USE, PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT. Lessor hereby assigns to Lessee during the Lease Term, to the extent permitted by law, all manufacturer's warranties, if any, that it may have, express or implied, with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Lessor authorizes Lessee, to the extent permitted by law, to enforce in its awn name any warranty, representation or other claim enforceable against the manufacturer. Lessor assumes no responsibility for shipment, delivery, installation or maintenance, and all claims of Lessee with respect thereto, whether for delay, damage or otherwise, shall be made against the manufacturer. Lessor at its option, may provide in its purchase order that the manufacturer agrees that any of such claims may be made by Lessee directly against the manufacturer. The obligation of Lessee to pay the Rental Payments as defined in Section 4 shall not be abated, impaired or reduced by reason of any claims of Lessee with respect to the equipment, including but not limited to its condition, quality, workmanship, delivery, shipment, installation, defects or otherwise. 10. TITLE; SECURITY AGREEMENT. Title to the Equipment is deemed to be with the Lessee so long as no Event of Default pursuant to Section 19 below has occurred and /or this Lease has not been terminated pursuant to the provisions of Section 8 above. Upon the earlier of (i) termination of this Lease in accordance with Section 8 above or (it) the occurrence of an Event of Default by Lessee pursuant to Section 19 below, title shall revert immediately in and shall revert to Lessor free of any right, title or interest of Lessee unless Lessor elects otherwise. In order to secure all of its obligations hereunder, Lessee hereby (a) grants to Lessor a first and prior security interest in any and all rights, title and interest of Lessee in the Lease, the Equipment and in all additions, attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or thereafter acquired, together with all rents, issues, income, profits and proceeds thereof, including insurance proceeds; (b) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (c) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence and perfect such security interest. Lessee further agrees that the Uniform Commercial Code shall apply as between the parties hereto and assignees of Lessor. 11. PERSONAL PROPERTY. The Equipment is and shall remain, personal property and shall not be deemed to be affixed or attached to real property or any building thereon. If requested by Lessor, Lessee shall, at its expense, furnish to Lesser a landlord or mortgagee waiver with respect to the Equipment. 12. USE; REPAIRS. Lessee shall use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies and regulations relating to, and shall pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its sole cost and expense, shall maintain the Equipment according to the manufacturer's recommended guidelines or the equivalent and meet any and all recertification requirements and shall furnish proof of such maintenance, if requested by Lessor and shall furnish all needed servicing and parts, which parts shall become part of the Equipment. If the Equipment is such as is customarily covered by a maintenance agreement, Lessee shall furnish Lessor with a maintenance agreement with a party satisfactory to Lessor. 13. ALTERATIONS. Lessee shall not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent, and any permitted alteration or attachment which cannot be readily removed without damaging the Equipment's originally intended function or value shall become part of the Equipment. 14. LOCATION; INSPECTION. The Equipment shall not be removed from, or if the equipment consists of rolling stock, its permanent base shall not be changed from the Equipment Location without Lessor's prior written consent, which consent shall not be unreasonably withheld. Lessor shall be entitled to enter upon the Equipment Location o r elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 15. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (federal, state and local) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes for which Lessee is responsible or liable under this Lease, Lessee shall, upon demand, reimburse Lessor therefor. 16. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment shall relieve Lessee of the obligation to make the Rental PAGE 2 Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee shall immediately place the same in good repair (the proceeds of any insurance recovery shall be applied to the cost of such repair). If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of Lessor, shall: (a) replace the same with like equipment in good repair; or (b) on the next Rental Payment date pay to Lessor (i) all amounts owed by lessee under this Lease, including the Rental Payment due on uch date, and (ii) an amount not less than the balance of the Rental Payments then remaining unpaid hereunder. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor shall provide Lessee with the pro rata amount of the Rental Payment and the balance of the Rental Payments then remaining unpaid hereunder, as applicable, to be made by Lessee with respect to the Equipment which has suffered the event of loss. 17. INSURANCE. Lessee shall, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor. In no event shall the insurance limits be less than an amount equal to the balance of the Rental Payments then remaining for the Lease Term. Each insurance policy shall name Lessee as an insured and Lessor or its assigns as an additional insured and loss payee, as appropriate, and shall contain a clause requiring the insurer to give Lessor or its assignee at least (30) days prior written notice of any alteration in the terms of such policy of the cancellation thereof. The proceeds of any such policies shall be payable to Lessee and Lessor or its assigns, as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee shall deliver to Lessor a certificate evidencing such insurance. In the event of any loss, damage, injury or accident involving the Equipment, Lessee shall promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. Notwithstanding the foregoing, with Lessor's prior written consent, Lessee may self-insure against any and all risks for which insurance is required. 18. INDEMNIFICATION. In the event that Lessee is not a state or political subdivision thereof, within the meaning of Section 103 of the Code, or if Lessee, whether by its use of the Equipment or by its actions or omissions or by any means whatsoever, causes any interest payment as set forth in Exhibit C to be included in Lessor's gross income, Lessee agrees to pay to Lessor, its Assignees and any participants with such, a n additional amount which, together with the amount of interest to be paid by Lessee under this Lease, puts Lessor, its Assignees and any participants with such, in the same after-tax position they would have been in had such payments been excluded from the gross income of Lessor, its assignees and any participants with such under Section 103 of the Code. In addition, to the extent permitted by state law, Lessee agrees to indemnify Lessor against, and hold Lessor, its Assignee, or any participants with such, harmless from, any and all claims, actions, proceedings, expenses, damages, liabilities of losses (including, but not limited to, attorneys' fees and court costs) arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, possession, use, operation or return and the recovery of claims under insurance policies thereon. 19. EVENTS OF DEFAULT. The term "Event of Default ", a s c used in this Lease, means the occurrence of any one or more of the following events: (a) Lessee fails to make any rental Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for five (5) days after the due date thereof; (b) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder and such failure is not cured within ten (10) days after written notice thereof by Lessor; (c) the discovery by Lessor that any statement, representation or warranty made by Lessee in this Lease or in any document ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (d) Lessee becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, a petition for relief is filed by Lessee under federal bankruptcy, insolvency or similar laws, or a petition in a proceeding under any bankruptcy, insolvency or similar laws is filed against Lessee and is not dismissed within thirty (30) days thereafter; (e) Lessee suffers an adverse material change in its financial condition or operations from the date hereof and, as a result, Lessor deems itself insecure; or (f) Lessee shall be in default under any other agreement executed at any time with Lessor, its affiliates or Lessor's Assignee or under any other agreement or instrument by which it is bound. 20. REMEDIES. Upon the occurrence of an Event of Default, lessor may, at its option, exercise any one or more of the following remedies: (a) by written notice to lessee, declare an amount equal to all amounts then due under this Lease and all remaining Rental Payments which shall become due during the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) by written notice to Lessee, request lessee to (and Lessee agrees that it shall), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 8 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same without liability to Lessor or its agents for such entry or for damage to property or otherwise; (c) sell or lease the Equipment of sublease it for the account of Lessee, holding Lessee liable for (i) all Rental Payments and other payments due to the effective date of such selling, leasing or subleasing, and (ii) for the difference between the purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the remaining amounts payable by the lessee hereunder; and (d) exercise any other right, remedy or privilege which may be available to it under applicable law, including the right to (i) proceed by appropriate court action to enforce the terms of this Lease, (ii) recover damages for the breach of this Lease, and (iii) rescind this Lease as to any or all of the Equipment. In addition, Lessee shall remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 21. EARLY PURCHASE OPTION. Lessee may, upon sixty (60) days prior written notice to Lessor, and provided Lessee shall have fully paid and performed all other obligations hereunder and provided no Event of Default has occurred and is continuing, pay to Lessor the applicable amount set forth on Exhibit C attached hereto, whereupon title to the Equipment shall become unconditionally vested in Lessee and Lessor shall transfer any and all of its right, title and interest in the Equipment to Lessee as is, where is, without warranty, express or implied, except that lessor shall warrant to Lessee that the Equipment is free and clear of any liens created by Lessor. 22. ASSIGNMENT. Without Lessor's prior written consent, Lessee shall not: (a) assign, transfer, pledge, hypothecate or grant any security interest in, or otherwise dispose of, this Lease or the Equipment or any interest in this Lease or the Equipment or (b) sublet or lend the Equipment or permit the Equipment to be used by anyone other than Lessee or Lessee's employees. Lessor, without the consent of Lessee, may assign all or any portion or portions of its right, title and interest in and to this Lease, the Equipment, and any other documents executed with respect to this Lease, and /or grant or assign all or any portion or portions of its security interest in this Lease and the Equipment, in whole or in part, to various assignees, their agents or trustees (each and any one hereinafter referred to as an "Assignee "). Any such assignment to an Assignee may provide that Lessor or the Assignee shall act as a collection and paying agent for holders of certificates of participation in this Lease, or may provide that a third -party trustee or agent shall act as collection and paying agent for any Assignee, provided Lessee receives written notification of the name and address of the trustee or the agent and a copy of the pooling and fractionalization agency or trustee agreement, if any. Any such Assignee shall have all of the assigned rights of Lessor under this Lease. Subject to the foregoing, this Lease shall inure to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Any assignment or reassignment of any of Lessor's right, title or interest in this Lease or the Equipment shall be effective upon receipt. by Lessee of a duplicate original of the counterpart document by which the assignment or reassignment is made, disclosing the name and address of each such assignee and, where applicable, to whom further payments hereunder should be made. During the Lease Term, Lessee covenants that it shall keep a complete and accurate record of all assignments in a form necessary to PAGE 3 comply with Section 149(a) of the Code and the regulations, proposed or existing, from time to time promulgated thereunder. Lessee agrees to acknowledge, in writing, any assignments if so requested. LESSEE AGREES THAT, UPON NOTICE OF ASSIGNMENT, IF SO INSTRUCTED IT SHALL PAY DIRECTLY TO THE ASSIGNEE, OR ITS TRUSTEE OR AGENT WITHOUT ABATEMENT, DEDUCTION OR SETOFF ALL AMOUNTS WHICH BECOME DUE HEREUNDER. LESSEE FURTHER AGREES THAT IT SHALL NOT ASSERT AGAINST ANY ASSIGNEE, TRUSTEE OR AGENT ANY DEFENSE, CLAIM, COUNTERCLAIM OR SETOFF ON ACCOUNT OF ANY REASON WHATSOEVER WITH RESPECT TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE HEREUNDER OR WITH RESPECT TO ANY ACTION BROUGHT TO OBTAIN POSSESSION OF THE EQUIPMENT PURSUANT TO THIS LEASE. . 23. NATURE OF AGREEMENT. Lessor and Lessee agree that it is their intention that, for federal income tax purposes, the interest of Lessor in the Equipment is as a secured party and the interest of Lessee is as a debtor, and that Lessor neither has nor shall have any equity in the Equipment. It is the agreement of Lessor and Lessee that the aggregate rental payments provided for hereunder constitute the purchase price of the Equipment together with interest on the u ortized amount thereof over the term of this Lease, that each monthly installment of rent constitutes principal and interest, in accordance with the schedule of rental payments set forth in Exhibit C of this Lease, which fully amortizes the purchase price of the Equipment, together with interest, over the term of this Lease, and that upon the due and punctual payment and performance of the installments of Rental Payments and other amounts and obligations under this Lease title to the Equipment shall vest permanently in Lessee as provided in this Lease, free and clear of any lien or security of Lessor therein. 24. AMENDMENTS. This Lease may be amended or any of its terns modified for the purpose of adding Equipment, with the written consent of the parties hereto. In such event, additions to or additional exhibits attached hereto shall be executed by Lessee. All other amendments or modifications of the terms of this Lease (except for the addition of serial numbers for the Equipment as set forth in the Acceptance Certificate) must be accomplished by written consent of Lessee and Lessor, or its Assignee, if any; provided, however, that no amendment of this Lease shall operate to reduce or delay any Rental Payments to be made hereunder without the consent of Lessor, or its Assignee, at the time of such amendment. 25. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail 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 notice shall be deemed to have been received five (5) days subsequent to mailing. 26. de ION l HEADINGS. All of any section provisio headings n of contain this ed Lease herein are for the convenience of reference only and are not intended to or imit the scope . 27. GOVERNING LAW. This Lease shall be governed by the provisions hereof and by the laws of the state or other jurisdiction where the Equipment is located. 28. FURTHER ASSURANCES. Lessee shall deliver to Lessor: (i) an opinion of counsel in substantially the form of Exhibit D attached hereto or as Lessor may otherwise request; and (ii) if applicable, a certificate of a duly authorized official as to designation as a qualified tax - exempt obligation. Moreover, Lessee shall execute or provide, as requested by Lessor, any documents and information which are reasonable necessary with respect to the transaction contemplated by this Lease. Lessee hereby authorizes Lessor to execute and file on behalf of Lessee and as Lessee's attorney - in-fact such UCC financing and continuation statements as Lessor deems necessary to secure its and /or its Assign's interest in the Equipment or this agreement. 29. ENTIRE AGREEMENT. This Lease, together with the exhibits attached hereto and made a part hereof and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered or changed except with the written consent of Lessee and Lessor. 30. SEVERABILITY. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. 31. WAIVER. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach hereof. cc989 LESSOR: Capital City Leasing, Inc. BY: Kirke H. Jeffery / Vice President (Print Name and title) ( 3c:;./c"92__ LESSEE: City of Round Rock BY: Signature) /1///re /f04 - ccP7, /,� Print Name and ii Ve) (Entity) 1 (Date) - Date: September 30, 1992 C- AMENDMENT AMENDMENT Atte By: CAPITAL CITY LEASING, INC. This Amendment, which shall be in effect as of the 1st day of September, 1992, is attached hereto and made a part of the State and Municipal Lease /Purchase Agreement dated September 10, 1992, by and between Capital City Leasing, Inc., hereinafter called "Lessor" and the City of Round Rock, Texas, hereinafter called "Lessee ". Paragraph 8 of the Lease /Purchase Agreement, entitled Non - appropriation of Funds, shall be amended by deleting all language in Paragraph 8, and substituting the following language: 8. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund ") is hereby created solely for the benefit of the lease, and the Interest and Sinking fund shall be established and maintained by the City at an Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the lease. All ad valorem taxes levied and collected for an on account of the lease shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while the lease of interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the lease as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the lease as such principal comes due (but never less than 2% each year); and said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. IN WITNESS WHEREOF, Lessor and Lessee have caused this Amendment to be executed in their names by their duly authorized representatives. LESSOR: LESSEE: Capital City Leasing, Inc. City Of Round Rock, Texas /el By: .V � , X By: Printed Name ,Ki .- Je feiy Mike Robinson, Mayor Title Vice President City Of Round Rock, Texas Aqhfuu*ni)cb J ne Land, City Secretary Quantity Description of Leased Equipment (Make,Model No., Serial No., Any Other Pertinent Indentificationl • For' description of Schedule "A ". equipment, .please see attached addendum labeled • EXHIBIT A to STATE AND MUNICIPAL LEASE /PURCHASE AGREEMENT DESCRIPTION OF EQUIPMENT ADDRESS: 221 E. MAIN STREET CITY: ROUND ROCK STATE: TEXAS LOCATION OF EQUIPMENT CERTIFICATION CAPITAL CITY LEASING, INC. COUNTY: WILLIAMSON ZIP: 78664 Lessee hereby certifies that the description of the property set forth above and any additional addendums constitutes an accurate account of the Equipment as referred to in the Lease. The estimated useful life of such Equipment based upon manufacturer's representations and our projected needs is fhYea C3 Lessee: City of Round Rock ni al Entity) By: rr- (Authorized Signature) ! • • � • • / di (Printed Name and Title) Date: 3 0 Ec1/4:16,fiZv /9' 9;2. 388SX -16 Notebook 4MB, Mac Powerbook Mae Powerb0ok Caner copier Panasonic fax phone 1902 Ford 4dr 1002 Fad 4dr 1002 Ford 4dr 1002 Ford 4dr Motorized copy stand Point blank vest Point blank vest ITEM 2 Way moving Radar units (2) Panasonic Printer, Magtrnx PC Diesel Toro cutter 5 Tan H.at pump eondr0on.r 24' 5HP Mower 13' Color TVNCR unit Hahn Aerator Panasonic prntr monitor, moues Dataplex Microfiche Reader Panasonic Printar, cable Putty 5dr lateral file cabinet Walnut 72439 desk Walnut72x22 open credenza 4860X 33 MH2 GE Portable radio & desk chgr Hot Point Refrig. HT 800 Motorola Walkies (2) Motorola Minitor II Pagers (8) Hydrant defuser (4) SCHEDULE A PROPERTYTO BE FINANCE DATE ACTUAL DEPARTMENT ACQUIRED COST Administration 05 -21 -92 51,398.00 Administration 06 -25 -92 52,702.00 Administration 08 -27 -02 21,745.09 FC2231V0708 Police 03 -23 -92 50,921.00 ZCT00093 (54,560.00) Police 01 -13 -92 51,474.00 351111342 (5474.00) P800. 07 -02 -92 512,570.00 07 -16 -92 012,671.00 67 -16 -92 012,671.00 07 -02 -92 512,570.00 (510,404.00) Polk. 07 -30 -02 52,000.00 Police 07 -02 -92 548500 OS -27 -02 5489.00 Police 07 -30 -92 22,12250 52,12250 PARD 02 -12 -02 51,600.00 PARD 03 -23 -02 $8,380.00 PARC 03 -13 -02 53,381.00 PARD 05 -21 -92 5573.93 PARD 5300.86 PARD 52,000.00 Purchasing 02 -00 -92 51,543.99 Purchasing 02 -27 -02 5144.00 Purchasing 08 -27 -92 5404.01 Purchasing 00 -11 -02 5470.00 Purchasing 02 -14 -92 2475.00 5403 00 Purchasing 09 -22 -92 51,500.00 Flo. 01 -16 -92 5552.50 Fire 03 -05 -92 5838.05 Fir. 00 -05 -02 584650 5846.50 Fire 05 -27 -92 545756 5457.56 5457.56 5457.50 5457.58 5457.50 545750 5457.56 Fir. 03 -27 -02 5330.00 5330 00 5330 00 5330.00 I.D. NUMBER 2FACP72WONX220448 2FACP724WNX220450 2FACP72W2NX220449 2FACP72WVNX220447 01328 01320 1HMBGA28920 20417/20719 180081 302313852 /2408371 KKU1L00128 U 20318 1HMBGA28086 VENDOR P.C. Innovation Computer Computer Cdy Computer City Texas Copy Panasonic Comm. Uef Johnson Ford U.1 Johnson Ford Lief Johnson Ford U.f Johnson Ford Double M Industries, Inc. G.T. Distnbut.rs G.T. Distributors Decatur Electronic Casco Industries, Inc. INVOICE NO. (DATE) 301233 053020 072810 214380 P523289 3 -3800 3 -3000 3 -3079 3 -3881 e622 30a70 33530 42248 P.C. Innovation Computer Goldthwo8es of Texas Ada Heating &Air Cond. Brookside Equipment IH52861 Wal —Mart 0308502 Goidthwaites 300858 0088488 P.C. Innovation Computer 300815 Dataplex 5716536 Compuadd Corp. 6509216 Berkey Office Fumlhrn 55803 Barker Office Furniture 51205 KC25054781 P.C. Innovation Computers 400426 G.nural Electric TF548088 McNairApplianc. 851ASJ1232 Motorola Comm. 051ASJ1233 MD500420713 Motorola Comm. 00181771 M05BSJ207C MD5BSJ207D MD5BSJ297F MD58SJ2976 MD58SJ2077 MD58SJ2978 MD585J2870 C1N2287 134282 0042180 102508 REM GE Base station radio Packud Ball monitos PC voa card 1801 Magnum 18' utility trailer Radius Portable Comm Equip Apple Computer with accasonos Burroughs tape real rack Putty Ur latent fits eebtnet SCHEDULE A PROPERTY TO BE FINANCE DATE ACTUAL DEPARTMENT ACQUIRED COST Fro 51,180.00 Ubruy 04-14-92 0328.00 Streets 05 -07 -82 02,871.50 Streets 07 -02 -02 53,207.00 Naming 00 -24 -02 51,000.04 D. P. 11 -22 -01 5485.00 Finance 01 - 10 - 02 544800 506,880.25 w. NUMBER 1V5BA1820M1130208 510FSC8840 SG23108F VENDOR General Electric AB Computer Electronics Magnum Custom Trader Motorola Comm. Apple Computer Austin Basins.. Furniture Barker Office Furniture INVOICE NO. (DATE) 43024 13102 552735 010221 50031 EXHIBIT B to STATE AND MUNICIPAL LEASE /PURCHASE AGREEMENT To: Capital City Leasing, Inc. • gC(7/vVYLL) �czm oU CAPITAL CITY LEASING, INC. DELIVERY AND ACCEPTANCE CERTIFICATE Reference is made to the State and Municipal Lease /Purchase Agreement between the undersigned ( "Lessee "), and Capital City Leasing, Inc. ( "Lessor "), dated 3o .5. /9924 and to the Equipment as such term is defined therein. In connection therewith we are pleased to confirm to you the following: 1. All of the equipment has been delivered to and received by the undersigned; that all installation or other work necessary prior to the use thereof has been completed; that said equipment has been examined and /or tested and is in good operating order and condition and is in all respects satisfactory to the undersigned and as represented, and that said Equipment has been accepted by the undersigned and complies with all terms of the Lease. Consequently, you are hereby authorized to pay for the equipment in accordance with the terms of any purchase orders for the same. 2. In the future, in the event the Equipment fails to perform as expected or represented we will continue to honor the Lease in all respects and continue to make our rental and other payments thereunder in the normal course of business and we will look solely to the vendor, distributor or manufacturer for recourse. 3. We acknowledge that Lessor is neither the vendor nor manufacturer or distributor of the Equipment and has no control, knowledge or familiarity with the condition, capacity, functioning or other characteristics of the Equipment. 4. The serial number for each item of Equipment which is set forth on Exhibit A to the Lease is correct. This certificate shall not be considered to alter, construe, or amend the terms of the Lease. Lessee: City of Round Rock 7tu llunic* al tity) By: (Witness) /�/ (Authorized Signature)) AK gO ■i/?SO/), Jay- (Printed Name and Title) Date: 30 SQ,, rnr / 4 92_, # Due Date Interest Principal Payment Purchase Price* tit 1 d0- Mar -93 s2,952.37 515, 478.25 $18,430.62 $85,440.94 2 3 X0- Sep -93 2,495.40 15,935.22 18,430.62 69,210.42 3 3 X0- Mar -94 2, 024.93 16, 405.69 18, 430.62 52, 561.97 4 3 1'0- Sep -94 1,540.57 16,890.05 18,430.62 35,484.82 5 3 4'0- 1ar -95 1, 041.92 17, 388.70 18, 430.62 17, 967.93 6 3X0- Sep -95 528.54 17,902.09 18,430.63 0.00 Initials: Lessee . 0/ Lessor Lessor : l� Exhibit C PAYMENT SCHEDULE * After payment of amount otherwise due on date indicated. Lease # M209AA STEPHAN L SHEETS KEVIN HENDERSON CHARLES D. CROSSFIELD Ladies and Gentlemen: G- OPINCOUN STEPHAN L. SHEETS & ASSOCIATES. P.C. ATTORNEYS AT LAW 309 E. MAIN STREET ROUND ROCK. TEXAS 78664 OPINION OF COUNSEL TELEPHONE (512) 255.8877 FAX (512) 2558986 Lessee: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Lessor: Capital City Leasing, Inc. 4901 Spicewood Springs Road Austin, Texas 78759 Re: Lease - Purchase Agreement dated as of September 30, 1992 by and between Capital City Leasing, Inc. (Lessor) and City of Round Rock (Lessee) I have acted as Counsel to Lessee with respect to the Lease - Purchase Agreement described above (the Lease and various related matters), and in this capacity have reviewed a duplicate original or certified copy of the Lease. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a municipal corporation and political subdivision of the State, duly organized, existing and operating under the Constitution and laws of the State and has the attributes necessary to permit the issuance of obligations bearing interest which is exempt from federal taxation. 2. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease and the other documents described above have been duly authorized, approved and executed by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditor's rights. 4. The authorization, approval and execution 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 laws of the State of Texas. 5. The execution of the Lease and the appropriation of monies to pay the Lease - Purchase Payments coming due thereunder do not result in the violation of any constitutional, statutory of other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. Specifically, Lessee has the ability to enter into long term non - cancelable transactions as authorized by Sections 271.005 and 271.009, Local Government Code, V.A.C.S. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the authority of Lessee or its officers or its employees to enter into the Lease; the proper authorization, approval and execution of the Lease and other documents described above; the appropriation of monies to make Lease - Purchase Payments under the Lease; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. 7. Any assignee or subassignee of all or part of the Lessor's right, title and /or interest in and to the Lease shall be entitled to rely on this opinion as though it were addressed directly to any such assignee and subassignee. Dated: 2. Very Y r S eph•n L. Sheets EXHIBIT E to STATE AND MUNICIPAL LEASE /PURCHASE AGREEMENT (Seal) CERTIFICATE OF RESOLUTIONS Lessee: City of Round Rock Rv: CAPITAL CITY LEASING, INC. I t( Jca,p?L L2 , do hereby certify that I am the duly elected, or appointed and acting Secretary/Clerk of the lexasof Rrn,nr1 Rnrk , an agency /subdivision duly organized and existing under the laws of the State of (the "Lessee"), and that the following resolutions have been presented to and duly adopted by the C iV'}r Couxi/ ata meeting duly and regularly held and convened in accordance with applicable law on the /O day of fps • 19 2Ai WHEREAS. the Lessee is entering a State and Municipal Lease /Purchase Agreement ( "Lease ") dated ,30 ,S5042,1440,/, 19� with Capital City Leasing, Inc.; WHEREAS, Lessee has carefully reviewed its financing requirements for the current calendar year and reasonably expects that it will not issue more than ten million dollars (810,000,000) of tax - exempt obligations during the calendar year; WHEREAS, the source of funds in the current fiscal year's budget is I"PO TX for lease /purchase payments due under the Agreement. We expect and anticipate adequate funds to be available for all future lease /purchase payments after the current fiscal year for the following reasons: firl,�,yTx Pfd j rL NOW, THEREFORE, be itg ESOLVED, that the Lessee be, and hereby is, authorized to enter into the Lease with Capital City Leasing, Inc. for a period of 36 months, and be it further RESOLVED, that an official of the Lessee be, and hereby is, authorized, empowered and directed to sign on its behalf the Lease and any addenda, schedules, notes, UCC financing statements or other instruments issued under the provision of the Lease and any other instrument or document which may be necessary or expedient in connection with agreement upon or fulfillment of the provisions of the Lease. RESOLVED, that pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986, as amended, this Lease be and hereby is designated a "qualified tax - exempt obligation" includable within the ten million dollars (810,000,000) of the aggregate issues designated as "qualified tax - exempt obligations" for the calendar year within which this Lease is entered into. RESOLVED, that Lessee shall not designate more than ten million dollars (810,000,000) of tax - exempt obligations during the current calendar year as qualified tax - exempt obligations and Lessee, together with its subordinate entities, does not reasonably expect to issue more than ten million dollars 1St0,000,000) of tax - exempt obligations during the current calendar year. RESOLVED, the equipment as described in Exhibit "A" of such agreement is essential to the function of the undersigned or to the service we provide to our citizens. Further, we have an immediate need for, and expect to make immediate use of, substantially all of the equipment, which need is not temporary or expected to diminish in the foreseeable future. The equipment will be used by us only for the purpose of performing one or more of our governmental or proprietary functions consistent with the permissible scope of our authority. Specifically, the equipment was selected by us to be used as follows: �rrer/Jis� .f� frfi._ QS IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal hereto this30 day of 3/J/."0/ i'.19_.2_, )Municipal Entity) 040 //IL' i. /// / (Signature of Secretary /Clerk J L oc 4 L QYIr (Printed Name) Lessee: INSURANCE INFORMATION City of Round Rock 1. In accordance with Section 17 of the Municipal Lease and Option Agreement ( "Agreement "), we have instructed the insurance agent named below (please fill in name, address and telephone number) Az ?fa- / aa7 U a to issue: a. All Risk Physical Damage Insurance on the Leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Capital City Leasing, Inc. ( "Lessor ") and /or its assigns as Loss Payee. b. Public Liability Insurance evidenced by a Certificate of Insurance naming Lessor and /or its assigns as an Additional Insured. MINIMUM COVERAGE REQUIRED: $500,000.00 per person $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability OR [) Self- Insured Lease No. M209nA 2. Pursuant to Section 17 of the Agreement, we are self - insured for all risk, physical damage, and public liability and will provide proof of such self - insurance in letter form, together with a copy of statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided to you prior to the time that the equipment is delivered to us. Lessee: C, ty of Mound Rock By: Authorized Official Date: 3©S f /99a' Farm 8038 -G (Rev. October 1989) Department of the Treasury Inlelnal Revenue Service rim Reporting Authority 1 Issuer's name City of Round Rock 3 Number and street 221 East Main Street 5 City or town, state, and ZIP code Round Rock, TX 78664 7 Name of Issue EW Type of Issue (check box(es) that applies and enter the Issue Price) 9 Check box If obligations are lax or other revenue anticipation bonds ❑ 10 Check box if obligations are in the form of a lease or installment sale ■ ❑ 11 ❑ Education 12 ❑ Health and hospital 13 ❑ Transportation 14 ❑ Public safety 15 ❑ Environment (including sewage bonds) 16 ❑ Housing 17 ❑ Utilities 18 ❑ Other Describe (see Instructions) iv Lialigl Description of Obligations 19 Final maturity . 20 Entire issue . Please Sign Here ' Signature o!Ilicer Information Return for Tax - Exempt Governmental Obligations • Under Section 149(e) • See separate Instructions (Use Form 8038 -GC if the issue price is under 5100,000) (a) Maienty este (6) (e) Issue once For Paperwork Reduction Act Notice, see page 1 of the Instructions. 9;92 (d) Slated redemption e al matur OMB No. 1545.0720 Expires 5 -31 -92 Check box if Amended Return • u 2 Issuer's employer identification number 74 .10/716 (e) Weighted avers a mature 6 Date of issue 8 CUSIP Number 4 Report number G19 - 28 L Type or print name and Idle 100,000 Issue price Part IV (n Yield Interest rate 21 22 27 (g1 Net interest cost Uses of Original Proceeds of Bond Issues (including underwriters' discount) 21 • Proceeds used for accrued interest 22 Issue price of entire Issue (enter line 20c) 23 Proceeds used for bond Issuance costs (including underwriters' discount). . 2 24 Proceeds used for credit enhancement 24 25 Proceeds allocated to reasonably required reserve or replacement fund . 25 26 Proceeds used to refund prior issues 26 27 Total (add lines 23, 24, 25, and 26) 28 �Nonrefunding proceeds of the issue (subtract line 27 from line 22 and enter amount here) iry .i..] Description of Refunded Bonds (complete this part only for refunding bonds) 29 Enter the remaining weighted average maturity of the bonds to be refunded 30 Enter the last date on which the refunded bonds will be called ► 33 ® r the date(s) the refunded bonds were issued ► Miscellaneous 32 Enter the amount of the state volume cap allocated to the issue . ► 33 Enter the amount of the bonds designated by the issuer under section 265(6)(3)(8)0)(111) (small issuer exception) ► 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units ► b Check box if this issue is a loan made from the proceeds of another lax•exempt issue • ❑ and enter the name of the issuer ► and the date of the issue P. Under penalties of perjury. I declare that I have examined This return and accompanying schedules and statements. and to the best 01 my knowledge and belief. they are True. correct, and complete years Form 8038 -G (Re.. 10 -89) .0 S. rmrrnrnr tri nnnt 00(10., 1959- 26a -i5I NOM. . 11. ❑CHECK TO REQUEST SAME DEBTOR SEARCH CERTIFICATE (INSTRUCTION 8.11) 1. DEBTOR (IF PERSONAL) LAST NAME Ci tp of Rn „nA Rnrk ( FIRST NAME 1 M.I. 1A PREFIX 10. SUFFIX 1C. MAILING ADDRESS 221 E Main St. ID. CRY, STATE Round Rock, TX 1E ZIP CODE 78664 2. ADDITIONAL DEBTOR (IF PERSONAL) LAST NAME 1 FIRST NAME 1 61.1 2A PREFIX 2B. SUFFIX 2C. MAILING ADDRESS 2D. CITY, STATE 2E. ZIP CODE 3. ADDITIONAL DEBTOR (IF PERSONAL) LAST NAME I FIRST NAME I M.I. 1 38. PREFIX 3B. SUFFIX 3C. MAILING ADDRESS 3D. CITY, STATE 3E ZIP CODE 4. SECURED PARTY (IF PERSONAL) LAST NAME ('a p 1 tal ci t T.aacing Tnr. 1 FIRST NAME 1 M.1. 4A. MAILING ADDRESS 4901 Spicewood Springs Rd. 46. CRY, STATE Austin, TX 4C. ZIP CODE 78759 5 ASSIGNEE OF SECURED PARTY (IF ANY) 5A MAILING ADDRESS 5B. CITY, STATE 5C. ZIP CODE 6. This FINANCING STATEMENT covers the following types or items of property. (If collateral is crops, fixtures, timber or minerals, reed Instruction B. 6-7.) For description of equipment, please see attached addendum labeled Schedule "A ". 7. CHECK ONLY 7A. PRODUCTS OF 7B. THIS FINANCING STATEMENT IS NUMBER OF ADDITIONAL IF COLLATERAL ARE ,—, BE FILED FOR RECORD IN SHEETS APPLICABLE ❑ ALSO COVERED THE REAL ESTATE RECORDS. PRESENTED 8. CHECK 8A. THIS FINANCING STATEMENT IS SIGNED BY THE SECURED PARTY APPROPRIATE INSTEAD OF THE DEBTOR TO PERFECTA SECURITY INTEREST IN BOX COLLATERAL IN ACCORDANCE WITH INSTRUCTION B. B REM: 0(1 0(2) 0 (3) 0(4) 0(5) SIGNATURE(S) THIS SPACE FOR USE OF FIUNG OFFICER OF (DATE, TIME, NUMBER FIUNG OFFICER) DEBTOR(S) SIGNATURE(S) OF SECURED PARTY(IES) City of Routd 14tck 10. Return copy to: NAME I CAPITAL CITY LEASING, INC. ADDRESS CITY 4901 SPICEWOOD SPRINGS RD. STATE AUSTIN, TX 78759 Zw L J (1) Filing Officer Copy — Numerical Capital City Leasing, Inc. 1 THIS FINANCING STATEMENT IS PRESENTED TO A FILING OFFICER FOR FILING PURSUANT TO THE UNIFORM COMMERCIAL CODE. STANDARD FORM — FORM UGC-1 (REV. 9/1/92) m 1992 OFFICE OF THE SECRETARY OF STATE OF TEXAS THE OGEE COMPANY, P.O. BOX 550188, DALLAS, TEXAS MSS A. • GENERAL INSTRUCTIONS 1. PLEASE T :PE THIS FORM. 2. IF THE SPACE PROVIDED FOR ANY ITEM ON THIS FORM IS INADEQUATE, THE ITEM SHOULD BE CONTINUED ON ADDITIONAL SHEETS, PREFERABLY 8 1/2- X 11•. WHEN LABELS OR ANY OTHER MEDIUM IS AFFIXED TO THE FACE OF A STANDARD FORM OR ADDITIONAL PAGES ARE ATTACHED TO THE PRESCRIBED FORM OR WHEN ANY OTHER FORM IS USED, THE FORM WILL BE SUBJECT TO THE NONSTANDARD FILING FEE. 3 FILING FEES - FILING OFFICER (A) SECRETARY OF STATE THE FEE FOR FILING A STANDARD FORM UCC -1 FINANCING STATEMENT IS 510 PLUS $5 PER EACH ADDITIONAL DEBTOR NAME. IF A NONSTANDARD FORM IS USED THE FILING FEE IS 525 PLUS 85 PER EACH ADDITIONAL DEBTOR NAME. ALL DOCUMENTS PRESENTED IN PERSON FOR FILING IN THE OFFICE OF THE SECRETARY OF STATE WILL BE SUBJECT TO A 55 HANDLING FEE PER DOCUMENT. (8) COUNTY CLERK (1) UCC RECORDS THE FEE FOR FILING A STANDARD FORM UCC-1 FINANCING STATEMENT IS 510 PLUS 55 PER EACH ADDITIONAL DEBTOR NAME IF A NONSTANDARD FORM IS USED THE FIUNG FEE'S 525 PLUS S5 PER EACH ADDITIONAL DEBTOR NAME. (2) REAL ESTATE RECORDS. THE FEE FOR FILING A STANDARD FORM UCC-1 FINANCING STATEMENT IN THE REAL ESTATE RECORDS 15 513 PLUS $5 PER EACH ADDITIONAL DEBTOR NAME. IF A NONSTANDARD FORM IS USED THE FILING FEE IS 528 PLUS 55 PER EACH ADDITIONAL DEBTOR NAME PLUS 52 PER ATTACHMENT PAGE. (3) COUNTY CLERKS MAY CHARGE A RECORDS MANAGEMENT AND PRESERVATION FEE OF AN AMOUNT NOT EXCEEDING 55 PER FILING CONTACT THE COUNTY CLERICS OFFICE AT THE PLACE OF FILING TO DETERMINE FEES CHARGED. 0/8/6. SPOUSES. AND SUPPLEMENTARY ADDRESSES LISTED OR REFERRED TO IN ITEMS 2 THROUGH 3 OF THIS FORM ARE CONSIDERED ADDITIONAL DEBTOR NAMES 8. ITEM INSTRUCTIONS 1.3. ENTER BUSINESS OR PERSONAL NAME, MAILING ADDRESS, CITY, STATE, AND ZIP CODE IN ITEMS 1 THROUGH 3 IF PERSONAL NAME ENTER LAST NAME, FIRST NAME, MIDDLE INITIAL, PREFIX (1.6., MRS), SUFFIX (I.9. JR, SR, III) WITHIN AREAS SPECIFIED ITEMS 2C AND 3C MAY BE USED AS ADDITIONAL ADDRESSES FOR ITEM 1 IF ADDITIONAL DEBTORS ARE NOT LISTED IN ITEMS 2 THROUGH 3 4.5. ENTER AS INSTRUCTED IF ITEM 4 IS A PERSONAL NAME, FOLLOW INSTRUCTIONS FOR ITEM 1 THROUGH 3 DO NOT INCLUDE TAX IDENTIFICATION OR ACCOUNT NUMBERS IN ITEMS 1 THROUGH 5 6 - 7. A. IF COLLATERAL (5 CROPS. STATE 'THE ABOVE DESCRIBED CROPS ARE GROWING OR ARE TO BE GROWN ON: (DESCRIBE REAL ESTATE CONCERNED) B. IF COLLATERAL IS FIXTURES, TIMBER, MINERALS OR THE LIKE (INCLUDING OIL AND GAS) OR ACCOUNTS THAT WILL BE FINANCED AT THE WELLHEAD OR MINEHEAD. CHECK BOX 78 AND INDICATE NUMBER OF ADDITIONAL SHEETS PRESENTED. STATE IF APPLICABLE' THE ABOVE GOODS ARE OR ARE TO BECOME FIXTURES ON (OR WHERE APPROPRIATE SUBSTITUTE EITHER 'THE ABOVE TIMBER IS STANDING ON • OR THE ABOVE MINERALS OR THE LIKE (INCLUDING OIL AND GAS) OR ACCOUNTS WILL BE FINANCED AT THE WELLHEAD OR MINEHEAD OF THE WELL OR MINE LOCATED ON .') DESCRIBE REAL ESTATE SUFFICIENT IF IT WERE CONTAINED IN A MORTGAGE OF THE REAL ESTATE TO GIVE CONSTRUCTIVE NOTICE OF THE MORTGAGE UNDER THE LAW OF THIS STATE. IF THE DEBTOR DOES NOT HAVE AN INTEREST OF RECORD IN THE REAL ESTATE, THE FINANCING STATEMENT MUST SHOW THE NAME OF A RECORD OWNER. THIS TYPE FILING IS MADE WITH THE COUNTY CLERK ONLY THE FILING FEE FOR THIS TYPE FILING IS STATED IN INSTRUCTION A. 3.B(2) ABOVE. C. IF PRODUCTS OF COLLATERAL ARE ALSO COVERED, CHECK BOX 76. 8. A FINANCING STATEMENT REQUIRES THE SIGNATURE OF THE DEBTOR EXCEPT UNDER THE FOLLOWING CIRCUMSTANCES. IF ANY OF THESE CIRCUMSTANCES APPLY, CHECK THE APPROPRIATE BOX IN 8A AND ENTER REQUIRED INFORMATION IN ITEM 6. UNDER THE PROVISIONS OF § 9.401(c) AND § 9.402(6)(1.4) A FINANCING STATEMENT IS SUFFICIENT WHEN IT IS SIGNED BY THE SECURED PARTY INSTEAD OF THE DEBTOR TO PERFECT A SECURITY INTEREST IN. (1) COLLATERAL ALREADY SUBJECT TO A FINANCING STATEMENT FILED IN ANOTHER COUNTY. OR (2) COLLATERAL ALREADY SUBJECT TO A SECURITY INTEREST IN ANOTHER JURISDICTION WHEN R WAS BROUGHT INTO THIS STATE, OR WHEN THE DEBTOR'S LOCATION 15 CHANGED TO THIS STATE. SUCH A FINANCING STATEMENT MUST STATE THAT THE COLLATERAL WAS BROUGHT INTO THIS STATE OR THAT THE DEBTOR'S LOCATION WAS CHANGED TO THIS STATE UNDER SUCH CIRCUMSTANCES; OR (3) PROCEEDS UNDER SECTION 9.306 IF THE SECURITY INTEREST IN THE ORIGINAL COLLATERAL WAS PERFECTED. SUCH A FINANCING STATEMENT MUST DESCRIBE THE ORIGINAL COLLATERAL; OR (4) COLLATERAL AS TO WHICH THE FILING HAS LAPSED; OR (5) COLLATERAL ACQUIRED AFTER A CHANGE OF NAME, IDENTITY OR CORPORATE STRUCTURE OF THE DEBTOR 9. COMPLETE ITEM 9 THE FINANCING STATEMENT MUST BE PROPERLY SIGNED. 10. COMPLETE REM 10 WITH RETURN MAILING ADDRESS EVEN THOUGH ITEM 10 MAY CONTAIN SAME INFORMATION AS STATED IN ITEMS 1 THROUGH 5. AT THE TIME OF 0819161AL FILING, THE FILING OFFICER WILL RETAIN NUMERICAL COPY (1). THE ACKNOWLEDGMENT COPY (2) WILL BE RETURNED TO THE PERSON OR FIRM USTED IN ITEM 10. IF ITEM 10IS INCOMPLETE. THE ACKNOWLEDGMENT COPY (2) WILL NOT BE RETURNED. 11. PLACE AN IN THE BOX OF ITEM 11 TO REQUEST A SAME DEBTOR SEARCH CERTIFICATE. THIS CERTIFICATE WILL LIST ALL ACTIVE FINANCING STATEMENTS INCLUDING THIS FILING IN CHRONOLOGICAL ORDER A CERTIFICATE FEE OF 510 SHOULD BE INCLUDED FOR EACH DEBTOR NAME. 12. REMOVE DEBTOR'S COPY (3) AND SECURED PARTY'S COPY (4) AND SEND OTHER 3 COPIES STILL INTACT TO THE FILING OFFICER WITH THE PROPER FEE DO NOT REMOVE TAB CARD (5). THE ADDRESS FOR FORMS SUBMITTED TO THE CENTRAL FIUNG OFFICE IS: SECRETARY OF STATE, UCC SECTION 1019 BRAZOS, SURE 505 PO BOX 13193 AUSTIN, TX 78711 -3193 Ceps — 1 A i t s P Gus) J . , , p ,,, ),) 1 ,,,-- 9 . ) . i ) ATTEST: RS09102A NE LAND, Ci y Secretary RESOLUTION NO. r ' 'I LI v WHEREAS, the City of Round Rock has duly advertised for bids to lease /purchase various equipment for use by the City, and WHEREAS, Capital City I easing, Inc. 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 Capital City Leasing, Inc., 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 a contract with Capital City Leasing, Inc. to lease /purchase various equipment, a copy of said contract being attached hereto and incorporated herein for all purposes. RESOLVED this 10th day of September 1992. MIKE ROBINSON, Mayor City of Round Rock, Texas COMPANY NAME CAPITAL CITY SECURITY CAPITAL KEY CORP. BANK ONE LEASING COMM'L EQUIP. LEASING CO. INTEREST RATE 5.90% 6.148% 6.65% 6.69% 7.10% TOTAL COST ON PRINCIPAL OF $100,000 $110,584 $111,030 . $112,205 $112,028 $112,886 SEMI - ANNUAL PAYMENTS FOR 3 YEAR PERIOD $18,431 $18,505 $18,659 $18,671 $18,798 CITY OF ROUND ROCK ANALYSIS OF REQUESTS FOR PROPOSAL - EQUIPMENT LEASING i EASANLS 02— Sep -92 12.37 PM SUMMARY OF RFP'S- 21 REQUESTS FOR PROPOSAL WERE MAILED. 10 SUBMITTED PROPOSALS (1 LATE) 2 DECLINED, BUT ASKED FOR FUTURE CONSIDERATION 3 WERE RETURNED, NOT DELIVERABLE 6 NON - RESPONSIVE DATE: September 8, 1992 SUBJECT: City Council Meeting, September 10, 1992 ITEM: 12.A. Consider a resolution authorizing the Mayor to enter into a lease /purchase financing agree- ment for City equipment. STAFF RESOURCE PERSON: David Kautz STAFF RECOMMENDATION: The current operating budget (fiscal year 1991 -92) provides for a lease /purchase program whereby certain durable operating equipment is acquired and financed through a three -year tax exempt lease program. Interest rate quotations from qualified leasing companies are attached. An analysis of the proposals is being done by the Finance department and City Attorney and a recommendation will be made at the meeting.