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R-95-09-14-10F - 9/14/1995WHEREAS, the City of Round Rock has duly advertised for bids to lease /purchase various equipment for use by the City, and WHEREAS, GE Capital Public Finance, 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 GE Capital Public Finance, Inc., Now Therefore BE IT RESOLVED BY TICE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a financing program agreement with GE Capital Public Finance, Inc., to lease /purchase various equipment, a copy of said agreement being attached hereto and incorporated herein for all purposes. RESOLVED this 14th day of September 1995. ATTEST: KS /RESOLUTTION RS50914F NE LAND, City Secretary RESOLUTION NO. R- 95- 09- 14 -10F CHARLES (PER, Mayor City of Ro nd Rock, Texas October 5, 1995 Attn.: Howard Baker City of Round Rock 221 East Main Street Round Rock, TX 78664 -5299 RE: Lease Agreement between GE Capital Public Finance, Inc. and City of Round Rock Dear Mr. Baker: GE Capital Public Finance appreciates doing business with you. Here is your fully executed copy of originals of the Lease Agreement for the above referenced transaction. We are always striving to improve our service, please take a moment to complete the enclosed comment card. We will be using your input to enhance our service. If you should have any questions, please feel free to call me at (800) 346 -3164, extension 5615. Sincerely, J lie Klein Sales Assistant enclosure GE C30!88 PuL f Finance. Inc A 888 of General E %ectr8c CoP8 I, ,1 Corporation 8400 No I at, 388/8,o, Sung /, Mamcapol�� MN 55437-108g ;- 897 5,500,Fo 81? 888-5150 ic 95-09- P/-- or GE Capital n MASTER LEASE AGREEMENT Original No. 2 of 2 This Master Lease Agreement may be transferred or pledged only by delivery of Original No. 1 THIS MASTER LEASE AGREEMENT ("Agreement"), dated as of the Agreement Date (defined below), is made and entered into by and between GE Capital Public Finance, Inc., a corporation duly organized and existing under the laws of the state of Delaware, as lessor ( "Lessor "), whose principal business address is as shown on the execution page hereof; and City of Round Rock, a political subdivision of the State of Texas (the "State "), as lessee ( "Lessee "), whose address is as shown on the execution page hereof. In consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: ARTICLE I: DEFINITIONS AND EXHIBITS Section 1.1. Definitions. The following terms have the meanings specified below unless the context clearly requires otherwise. Agreement: This Master Lease Agreement and all Equipment Schedules hereto. Agreement Date: The date so designated on the execution page hereof. Contractor• Each of the manufacturers or vendors from whom Lessee has ordered or with whom Lessee has contracted for the manufacture, delivery and /or installation of the Equipment. Eauioment: All items of personal property described in Equipment Schedules and subject to this Agreement. Fouinment Group: The Equipment listed in a single Exhibit A. Eauioment Schedule: A schedule consisting of the separate but like numbered pages of Exhibits A and B which have been completed with respect to an Equipment Group and executed by Lessor and Lessee. Events of Default: Those events described in Section 12.1. Final Acceptance Date: The date designated in each Exhibit A as the last date on which Lessee may submit a Certificate of Acceptance to Lessor for the Equipment Group described in such Exhibit A. Fiscal Year: The 12 -month fiscal period of Lessee which commences in every year and ends in every year on the dates shown on the execution page hereof. Funding Date: With respect to each Lease, the date Lessor makes payment to the Contractor(s) for the purchase price of the related Equipment Group or, if the procedure described in Section 3.3 is utilized, the date Lessor deposits funds into an Escrow Account. Independent Counsel: An attorney duly admitted to the practice of law before the highest court of the State. Interest: The portion of any Rental Payment designated as and comprising interest as shown in any Exhibit A. Lease: With respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which shall constitute a separate contract relating to such Equipment Group. Lease Date: The date so designated in each Exhibit A. Lease Term: With respect to any Equipment Group, the period during which the related Lease is in effect as specified in Section 4.1. Net Proceeds: Any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment therefrom of all expenses incurred in the collection thereof. Payment Date: The date upon which any Rental Payment is due and payable as provided in any Exhibit A. Prinninal• The portion of any Rental Payment designated as principal in any Exhibit A. Pre payment Price' With respect to any Equipment Group, as of the Payment Dates specified in the Exhibit A relating thereto, the amount so designated and set forth opposite each such date in such Exhibit A. Rental Payment: With respect to any Equipment Group, the payment due from Lessee to Lessor on each Payment Date during the Lease Term as shown in the Exhibit A relating thereto. 202898 Specifications: The bid specifications and /or purchase order pursuant to which Lessee has ordered any Equipment from a Contractor. State and Federal I aw or Laws: The Constitution and any law of the State and any charter, ordinance, rule or regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or regulation of any federal agency. Section 1.2. Exhibits. /((. r ;' 't 5.1 Ali 1-.1 Exhibit A: Form of schedule executed by Lessor and Lessee describing an Equipment Group, and setting forth the Rental Payments and Prepayment Prices. Lessee hereby authorizes Lessor to insert on Exhibit A the Payment Dates and the serial or other identifying numbers relating to the Equipment Group when available. Exhihit 8: Form of Certificate of Acceptance executed by Lessee. Fxhibit C: Forms of Opinion of Independent Counsel to Lessee. Exhibit D: Form of resolution of the governing body of Lessee relating to each Lease in the form of Exhibit D -1 hereto and, if applicable, also relating to certain federal tax matters in the form of Exhibit D -2 hereto. ARTICLE 11: REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.1. Representations. Warranties and Covenants of Lessee. Lessee represents and warrants and covenants as follows: la) Lessee is a political subdivision of the State, duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each Lease. (b) The execution and delivery of this Agreement and each Lease by the officer of Lessee executing such documents has been duly authorized by a duly adopted resolution of Lessee's governing body, or by other appropriate official action, and such action is in compliance with all public bidding and other State and Federal Laws applicable to this Agreement, each Lease and the acquisition and financing of the Equipment by Lessee. All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement and each Lease against Lessee. The execution of this Agreement and each Lease and the pledge contemplated by Section 5.4 hereof do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. (c) Lessee will use the Equipment only to perform essential govemmental or proprietary functions of Lessee within the scope of Lessee's authority. Lessee will not permit the Equipment to be used in or for any private commercial activity. (d) Lessee will take no action that would cause the Interest portion of the Rental Payments to become includable in gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code "), and Treasury Regulations promulgated thereunder (the "Regulations"), and Lessee will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest portion of the Rental Payments does not become includable in gross income of the recipient for federal income tax purposes under the Code and Regulations; all as amended from time to time (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion), 202898 2 n le) Lessee will submit to the Secretary of the Treasury information reporting statements and other information relating to each Lease at the times and in the forms required by the Code and the Regulations; and ii applicable, Lessee will cause a resolution substantially in the form attached hereto as Exhibit D to be adopted by its governing body with respect to this Agreement and each Lease. (f) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or any Lease hereunder or any other transaction of the Lessee which is similar hereto, or the exclusion of the Interest portion of Rental Payments from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement, including, but not limited to, Lessee's acquisition of Equipment. - (g) Within three (3) business days of delivery and installation of any Equipment Group or part thereof, Lessee will inspect such Equipment and if it meets Lessee's Specifications, provide to Lessor a completed and executed Certificate of Acceptance relating thereto in the form attached hereto as Exhibit B; and upon execution of this Agreement and each Exhibit A, Lessee will provide to Lessor an Opinion of its Independent Counsel in the form attached hereto as Exhibit C. (h) Lessee acknowledges that under Article XII of this Agreement, upon an Event of Default of Lessee, Lessor may elect to terminate this Agreement and each Lease hereunder and, if Lessor so elects, Lessee is required to deliver all Equipment as instructed by Lessor under Section 12.3 hereof. (i) This Agreement and each Lease are general obligations of Lessee enforceable in accordance with their terms Lessee has complied and will comply with all applicable debt limitations and referendum requirements in connection with this Agreement and each Lease. ARTICLE 111: LEASE OF EQUIPMENT Section 3.1. A cauisition of Eauioment. Lessee shall advise Lessor of its desire to lease equipment, the equipment cost, the Contractor of the equipment, expected delivery date and the desired lease terms for such equipment. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. Nothing herein shall obligate Lessor to lease any equipment to Lessee until Lessor has executed an Exhibit A relating thereto. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall fumish to Lessee a proposed Exhibit A relating to the Equipment Group completed insofar as possible. Lessee shall order the Equipment Group from the appropriate Contractor or Contractors. In no event shall Lessee enter into any contract with any Contractor or issue a purchase order which references Lessor. Lessor shall have no obligation to make any payment to a Contractor or reimburse Lessee for any payment it made to a Contractor for an Equipment Group (or, if the alternative procedure described in Section 3.3 hereof is utilized, consent to a disbursement by the Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor (provided, however, Lessor shall make no payment to a Contractor for any Equipment for which Lessor did not receive a Certificate of Acceptance prior to the Final Acceptance Date): (a) an Exhibit A executed by Lessor and Lessee; (b) a Certificate of Acceptance; (c) a resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the Equipment Group on the terms provided in Exhibit A; (d) evidence of insurance with respect to the Equipment Group in compliance with Article VI of this Agreement; (e) Contractor invoicels) and /or bills) of sale relating to the Equipment Group and if such invoices have been paid by Lessee, evidence of payment thereof and, if applicable, evidence of official intent to reimburse such payment as required by the Regulations; (f) as applicable, financing statements executed by Lessee as debtor and /or the original certificate of title or manufacturer's certificate of origin and title application if any of the Equipment Group is subject to certificate of title laws; (g) a completed and executed Form 8038 -G or -GC or evidence of filing thereof with the Secretary of Treasury; )h) an Opinion of Independent Counsel and li) any other documents or items required by Lessor. Section 3 2 Lease: Enioymem: Inaoectfon. Lessor hereby leases to Lessee each Equipment Group made subject to an Equipment Schedule hereto, and Lessee hereby leases from Lessor such Equipment Group, upon the terms and conditions set forth herein and in the related Equipment Schedule. During the Lease Term, Lessee shall peaceably and quietly have 202895 3 and hold and enjoy the Equipment Group, except as expressly set forth in this Agreement. Lessee agrees that Lessor and its agents shall have the right at all reasonable times to examine and inspect the Equipment, and Lessor and its agents shall have such rights of access to the Equipment as may be reasonably necessary to cause the proper maintenance of the Equipment in the event of failure by Lessee to perform its obligations hereunder. Notwithstanding the designation of GE Capital Public Finance, Inc., as Lessor, GE Capital Public Finance, Inc., does not own the Equipment and by this Agreement and each Lease is merely financing the acquisition thereof for Lessee. Lessor has not been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation, use, storage or maintenance of the Equipment. Lessee is solely responsible for the selection of the Equipment, and the manufacturer and vendor thereof, and is solely responsible for the use maintenance, operation and storage of the Equipment. Section 3.3. Alternative Procedure: Escrow Agreement. Notwithstanding the provisions of Section 3.1, if, upon agreement by Lessor and Lessee as to any Equipment Group to be acquired and leased by Lessee under this Agreement, Lessor and Lessee enter into an escrow agreement with an escrow agent establishing an account from which the Equipment Group cost is to be paid (the "Escrow Account") (a) Lessor and Lessee shall immediately complete and execute an Exhibit A relating to the Equipment Group; Ib) the amount deposited by Lessor into the Escrow Account shall be a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related Lease; and (c) the Rental Payments relating to the Equipment Group shall have an aggregate Principal component equal to the amount of Lessor's deposit into the Escrow Account and shall be due and payable as provided in the related Exhibit A commencing upon the deposit of funds by Lessor into the Escrow Account. l '�. 11 � J � U t1 U ARTICLE IV: TERM Section 4.1. Term. This Agreement shall be in effect from the Agreement Date until termination under Section 12.2; provided, however, no Equipment Schedules shall be executed after any Event of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 4.2. Section 4.2. Termination of Lease Term. The Lease Term with respect to any Equipment Group will terminate upon the occurrence of the first of the following events: la) the payment of the Prepayment Price by Lessee pursuant to Article X; Ib) an Event of Default by Lessee and Lessor's election to terminate the Lease pursuant to Article XII; or (c) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to the Lease. ARTICLE V: RENTAL PAYMENTS Section 5.1. Banta) Payments. Lessee agrees to pay Rental Payments with respect to an Equipment Group during the related Lease Term in the amounts and on the dates specified in the Exhibit A relating thereto, provided that Rental Payments relating to an Equipment Group shall be due and payable commencing upon Lessor's payment to Contractor which payment will not be made until after Lessee's execution of the related Certificate of Acceptance or, if the procedure described in Section 3.3 is utilized, the deposit of funds into the Escrow Account and the availability of such funds for use by Lessee. A portion of each Rental Payment is paid as and represents the payment of Interest as set forth in Exhibit A of each Equipment Schedule, and the first Rental Payment will include Interest accruing from the Funding Date. All Rental Payments shall be paid to Lessor, or to such assignee(s) to which Lessor has assigned such Rental Payments as specified in Article XI, at such place as Lessor or such assigneels) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments exclusively from moneys legally available therefor, in lawful money of the United States of America. Section 5.2. General Obligation. The obligations of Lessee under this Agreement and each Lease, including its obligation to pay the Rental Payments due with respect to any Equipment Group in each Fiscal Year during each Lease Term, shall constitute a general and full debt obligation of Lessee. Section 5.3. Ponta' Payments To Be Unconditional. The obligation of Lessee to make Rental Payments or any other payments required hereunder shall be absolute and unconditional in all events. Notwithstanding any dispute between Lessee and Lessor or between Lessee and Contractor or any other person, Lessee shall make all Rental Payments and other 202598 4 payments required hereunder when due and shall not withhold any Rental Payment or other payment pending final resolution of such dispute nor shall Lessee assert any right of set -off or counterclaim against its obligation to make Rental Payments or other payments required hereunder. Lessee's obligation to make Rental Payments or other payments shall not be abated on account of failure of the Equipment to perform as desired or obsolescence of the Equipment and shall not be abated through accident or unforeseen circumstances or for any other reason. Section 5.4. Tax Lew: Pledge. Pursuant to Texas Local Government Code Section 271.005, a special Interest and Sinking Fund the "Interest and Sinking Fund ") is hereby created and pledged solely for the benefit of Lessor and its assigns hereunder, 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 Lessee's obligations under this Agreement and each Lease. All ad valorem taxes levied and collected for and on account of this Agreement and each Lease shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while the Agreement or any Lease is outstanding and unpaid , the goveming body of Lessee shall compute and ascertain a rate and amount of ad valorem tax money required to pay the Rental Payments as they come due, and said tax shall be based on the latest approved tax rolls of Lessee, with full allowance made for tax delinquencies and the cost of tax collection. The obligations of Lessee under this Agreement and each Lease are general obligations of Lessee, and the payment thereof shall not be limited to the Interest and Sinking Fund. ARTICLE VI: INSURANCE AND RISK OF LOSS 202898 5 IJ q Section 6.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each Lease Term: (a) public liability insurance for personal injuries, death or damage to or loss of property arising out of or in any way relating to the Equipment sufficient to protect Lessor from liability in all events, with a coverage limit of not less than $1,000,000 per occurrence unless a different coverage minimum with respect to particular Equipment is required by Lessor and specified in the related Exhibit A, and (b) insurance against such hazards as Lessor may require, including, but not limited to, all -risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the Equipment with new equipment having substantially similar Specifications or the applicable Prepayment Price of each Equipment Group. Section 6.2. Workers' Compensation Insurance. If required by State Law, Lessee shall carry workers' compensation insurance covering all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Section 6.3. Requirements for AR Insurance. All insurance policies required by this Article shall be taken out and maintained with insurance companies acceptable to Lessor, and shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least thirty (30) days before the cancellation or revision becomes effective. No insurance shall be subject to any co-insurance clause. Each insurance policy required by this Article shall name Lessor as an additional insured party and loss payee without regard to any breach of warranty or other act or omission of Lessee and shall include a lender's loss payable endorsement for the benefit of Lessor. Prior to the delivery of Equipment, Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of all renewals or replacements thereof. Section 6.4. Risk of Loss As between Lessor and Lessee, Lessee assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property or the property of others. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees to reimburse Lessor for and, to the extent permitted by law, will indemnify and hold Lessor harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Lessor that in any way relate to or arise out of this Agreement, the transactions contemplated hereby and the Equipment, including but not limited to: (a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease, possession, maintenance, use, condition, retum or operation of the Equipment, Icl the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder and (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and remedial costs. This provision shall survive the termination of this Agreement. Section 6.5 Damage to or Destruction of Eauioment• Lessee shall provide a complete written report to Lessor immediately upon any loss, theft, damage or destruction of any Equipment and of any accident involving any Equipment. If all or any part of the Equipment is lost, stolen, destroyed or damaged beyond repair ( "Damaged Equipment"' Lessee shall as soon as practicable after such event either: (a) replace the same at Lessee's sole cost and expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price of the Damaged Equipment determined as set forth in the related Exhibit A. Lessee shall notify Lessor of which course of action it will take within fifteen (15) days atter the loss occurrence. If, within forty -five (45) days of the loss occurrence, (a) Lessee fails to notify Lessor; (b1 Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, than Lessor may, at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable, and Lessee is required to pay the same, The Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee's obligation under this Section. The payment of the Prepayment Price and the termination of Lessor's interest in the Damaged Equipment is subject to the terms of Section 10.3 hereof. ARTICLE VII: OTHER OBLIGATIONS OF LESSEE 202898 6 Section 7.1. Use• Permits. Lessee shall exercise due care in the installation, use, operation and maintenance of the Equipment, and shall not install, use, operate or maintain the Equipment improperly, carelessly or for a purpose or in a manner contrary to that contemplated by this Agreement. Lessee shall operate and maintain the Equipment fully in accordance with any insurance policy provision, applicable prevailing industry standards and, if applicable, the manufacturer's specifications therefor. Lessee shall obtain all permits and licenses necessary for the installation, operation, possession and use of the Equipment. Lessee shall comply with all State and Federal Laws applicable to the installation, use, possession and operation of the Equipment, and if compliance with any such State and Federal Law requires changes or additions to be made to the Equipment, such changes or additions shall be made by Lessee at its expense. Lessee shall not use any item of Equipment to haul, convey, store, treat, transport or dispose of any "hazardous substances" or "hazardous waste" as such terms are defined in any federal, state or local law, rule or regulation pertaining to the protection of the environment (together, "Environmental Laws "). Lessee agrees that if Lessee is required to deliver any item of Equipment to Lessor or Lessor's agent, the Equipment shall be delivered free of all substances which are regulated by or form a basis for liability under any Environmental Law. Lessee shall comply with all license and copyright requirements of any software used in connection with the Equipment. Section 7.2. Maintenance of Equipment by Lessee. Lessee shall keep the Equipment at the address specified in the respective Exhibit A and shall notify Lessor in writing prior to moving the Equipment to another address. Lessee shall, at its own expense, maintain, preserve and keep the Equipment in good repair, working order and condition, and shall from time to time make all repairs and replacements necessary to keep the Equipment in such condition, and in compliance with State and Federal Laws, ordinary wear and tear excepted. Lessee shall maintain Equipment in a condition suitable for certification by the manufacturer thereof (if certification is available). At Lessee's own cost and expense, Lessee will satisfy the specific maintenance provisions, if any, set forth in an Exhibit A with respect to the Equipment Group described therein. In the event that any parts or accessories forming part of any item or items of Equipment become worn out, lost, destroyed, damaged beyond repair or otherwise rendered unfit for use, Lessee, at its own expense and expeditiously, will replace or cause the replacement of such parts or accessories by replacement parts or accessories free and clear of all liens and encumbrances and with a value and utility at least equal to that of the parts or accessories being replaced (assuming that such replaced parts and accessories were otherwise in good working order and repair). All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Equipment and, as such, shall be subject to the terms of this Agreement. Lessor shall have no responsibility for any of these repairs or replacements. Section 7.3. Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor. Lessee shall also pay when due all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Section 7.4. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE VIII: TITLE; SECURITY INTEREST; LIENS Section 8.1. Tilde. During the Lease Term, legal title to and ownership of all Equipment and any and all repairs, replacements, substitutions and modifications thereto shall be in Lessee and Lessee shall take all actions necessary to vest such title and ownership in Lessee. Section 8.2. Security Interest. Lessee grants to Lessor a continuing, first priority security interest in and to the Equipment, all repairs, replacements, substitutions and modifications thereto or thereof, and the Interest and Sinking Fund, and all proceeds of the foregoing in order to secure Lessee's payment of all Rental Payments and the performance of all other obligations to be performed by Lessee. Lessee will join with Lessor in executing such financing statements or other documents and will perform such acts as Lessor may request to establish and maintain a valid first lien and perfected security interest in the Equipment and the Interest and Sinking Fund. If requested by Lessor, Lessee shall obtain a landlord and /or mortgagee's consent and waiver with respect to the Equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment with appropriate lettering, labels or tags, and maintain such markings during the Lease Term, so as clearly to disclose Lessor's security interest in the Equipment. Upon termination of this Lease with respect to any Equipment Group through exercise of Lessee's option to prepay pursuant to Article X or through payment by Lessee of all Rental Payments and other amounts relating thereto, Lessor's security interest in such Equipment Group shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor's security interest in such Equipment Group. Section 8.3. Liens. During the Lease Term, Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Equipment or the Interest and Sinking Fund (together, "Liens"), other than the respective rights of Lessor and Lessee as herein provided. Except as expressly provided in Section 7.3 and this Article, Lessee shall promptly, at its own expense, take such action as may be necessary duly to discharge or remove any such Lien. Lessee shall reimburse Lessor for any expenses incurred by Lessor to discharge or remove any Lien. Section 8.4. Modification of Equipment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition will change or impair the originally intended function, value or use of the Equipment. Section 8.5. personal Property. The Equipment is and shall at all times be and remain personal property and not fixtures. 202898 7 ARTICLE IX: WARRANTIES Section 9.1. Selection of Eauipment. The Equipment and the Contractor have been selected by Lessee, and Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee, the acceptance by the Contractor or its sales representative of the order submitted, or any delay or failure by the Contractor or its sales representative to manufacture, deliver or install the Equipment for use by Lessee. Section 9.2. Contractor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any in all Contractor's warranties, guarantees and patent indemnity protection, express or implied, issued on or applicable to an Equipment Group, and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to enforce any Contractor's warranties or obligations on behalf of itself or Lessee. Section 9.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT. ARTICLE X: OPTION TO PREPAY 7 • n ' 1 v17 Section 10.1. When Available. Provided there has been no Event of Default, Lessee shall have the option to prepay its obligations under any Lease on any Payment Date for the then applicable Prepayment Price set forth in Exhibit A relating thereto. Section 10.2. Exercise of Ogtjgn. Lessee shall give notice to Lessor of its intention to exercise its option with respect to any Lease not less than thirty (301 days prior to the Payment Date on which the option will be exercised and shall deposit with Lessor on the date of exercise an amount equal to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment Date on which the option is exercised) and the applicable Prepayment Price set forth in the related Exhibit A. Section 10.3. Release of Lessor's Interest. On receipt of the Prepayment Price in good funds with respect to any Equipment Group, the Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment Group shall not be subject to any lien or encumbrance created by or arising through Lessor. ARTICLE XI: ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Section 11.1. Assinment by Lessor. All of Lessor's right, title and /or interest in and to this Agreement or any Lease hereunder, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's interest in the Equipment, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time, without the consent of Lessee. No such assignment (except an assignment to an affiliate of Lessor if Lessor continues to bill and collect Rental Payments) shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. If requested, Lessee will acknowledge in writing receipt of such notice. Lessee shall keep a complete and accurate record of all such assignments; provided, however, in the event Lessor assigns its interest in this Agreement or in a Lease to an affiliate of Lessor, Lessor shall maintain a record of such assignment for the benefit of Lessee. 202898 8 Section 11.2. Assignment and Subleasing by Lessee. Neither this Agreement nor any Lease hereunder or any Equipment may be sold, assigned, subleased, transferred, pledged or mortgaged by Lessee. ARTICLE XII: EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The following are Events of Default under this Agreement and each Lease: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid when due and the continuation of said failure for a period of ten (10) days. (b) Failure by Lessee to maintain insurance as required by Article VI. (c) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in Clauses (a) and (b) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. (d) The determination by Lessor that any representation or warranty made by Lessee in this Agreement was untrue in any material respect upon execution of this Agreement or any Exhibit A or Exhibit B. (e) The filing of a petition in bankruptcy by Lessee, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee. Section 12.2. Remedies on Default. Whenever any Event of Default shall have occurred, Lessor shall have the right, at its option and without any further demand or notice, to take one or any combination of the following remedial steps: (a) Lessor, with or without terminating this Agreement or any Lease, may by notice to Lessee declare all Rental Payments due or to become due with respect to any or all Leases to be immediately due and payable whereupon such Rental Payments shall be immediately due and payable. (b) Lessor, with or without terminating this Agreement or any Lease, may repossess any or all of the Equipment by giving Lessee written notice to deliver the Equipment in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may enter upon Lessee's premises where the Equipment is kept and take possession of the Equipment and charge Lessee for costs incurred in repossessing the Equipment, including reasonable attorneys' fees. Lessee hereby expressly waives any damages occasioned by such repossession. If the Equipment or any portion of it has been destroyed or damaged beyond repair, Lessee shall pay the applicable Prepayment Price of the damaged or destroyed Equipment as set forth in the Equipment Schedule relating thereto to Lessor. Notwithstanding the fact that Lessor has taken possession of the Equipment, Lessee shall continue to be responsible for the Rental Payments with respect thereto as and when such Rental Payments become or would have become due and payable. (c) If Lessor, in its discretion, takes possession and disposes of the Equipment or any portion thereof, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: Ii) all costs (including, 202898 9 but not limited to attorneys' fees) incurred in securing possession of the Equipment; (ii) all expenses incurred in completing the disposition; (iii) any sales or transfer taxes; and (iv) the balance of any Rental Payments with respect thereto as and when such Rental Payments would become due and payable. Any disposition proceeds remaining after the requirements of Clauses (i), (ii), (iii) and (iv) have been met shall be paid to Lessee. (d) Lessor may take any other remedy available, at law or in equity, with respect to an Event of Default, including (without limitation) those requiring Lessee to perform any of its obligations under this Agreement and each Lease or to pay any moneys due and payable to Lessor and including the right to require that all moneys at any time or from time to time deposited in the Interest and Sinking Fund be immediately paid to Lessor. Section 12.3. Return of Eauipment: Release of Lessee's Interest. Upon termination of this Agreement and /or any Lease hereunder prior to the payment of all Rental Payments or the applicable Prepayment Price in accordance with each Exhibit A, Lessee shall promptly, but in any event within ten 110) days after such termination, at its own cost and expense: (a) perform any testing and repairs required to place the Equipment in the condition required by Article VII, (b) if deinstallation, disassembly or crating is required, cause the Equipment to be deinstalled, disassembled and crated by an authorized manufacturer's representative or such other service person as is satisfactory to Lessor and (c) retum the Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. If Lessee refuses to retum the Equipment in the manner designated, Lessor may repossess the Equipment and charge to Lessee the costs of such repossession. Upon termination of this Lease in accordance with Article Xll hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and unencumbered legal title and ownership of the Equipment shall pass to Lessor, Lessee shall have no further interest therein and Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equipment. Section 12.4. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right and power may be exercised from time to time and as often as may be deemed expedient by Lessor. Section 12.5. Late Charge. Whenever any Event of Default under Section 12.1, Clause (a) shall have happened and be continuing, Lessor shall have the right, at its option and without any further demand or notice, to require a late payment charge accruing from the tenth (10th) day after the Payment Date until the payment is made equal to the lesser of five cents (S.O5) per dollar of the delinquent amount or the lawful maximum, and Lessee shall be obligated to pay the same immediately upon receipt of Lessor's written invoice therefor; provided, however, that this Section shall not be applicable if or to the extent that the application thereof would affect the validity of this Agreement. ARTICLE XIII: ADMINISTRATIVE PROVISIONS Section 13.1. Notices. All notices, certificates, legal opinions or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in registered form with postage fully prepaid to the addresses specified on the execution page hereof; provided that Lessor and Lessee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, legal opinions or other communications will be sent. Section 13.2. Financial Information. Lessee will provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and any Lease as may be requested by Lessor. Section 13.3. Bindipg_Effect. This Agreement and each Lease hereunder shag inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. 2028913 1 Section 13.4. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.5. Entire Agreement Amendments. Changes and Modifications. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed and delivered by Lessor and Lessee. Section 13.6. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or Clauses hereof. Section 13.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. Section 13.8. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, provided there shall be only one fully executed original of this Agreement and each Equipment Schedule. Section 13.9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 13.10. Ananninn_Statement. A carbon, photographic or other reproduction of this Agreement is sufficient as a financing statement in the State to perfect the security interests granted to Lessor. Section 13.11. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Exhibit A, in no event shall this Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal remains, refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term. Section 13.12. Lessee's Performance. Time is of the essence. Lessor's failure at any time to require strict performance by Lessee of any of Lessee's obligations shall not waive or diminish Lessor's rights thereafter to demand strict compliance by Lessee. Section 13.13. Waiver of Jury Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Agreement. [REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS.] 202898 1 1 Agreement Date: September 22, 1995 Fiscal Year Commencement Date: October 1 CITY OF ROUND ROCK, TEXAS, Lessee By: ∎✓4 1 Title: / lg Date: a8- 95 Address: 221 East Main Street Round Rock, TX 78664 -5299 Telephone: 512 - 255 -3612 Facsimile: 202B98 EXECUTION PAGE OF MASTER LEASE AGREEMENT Fiscal Year End Date: September 30 Original No. 2 of 2 This Master Lease Agreement may be transferred or pledged only by delivery of Original No. 1 IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. GE CAPITAL PUBLIC FINANCE, INC. Less ►/. !!- Title: Vice Pres +y 29 Date: Se. tember 29 PM "Qv- Address: 8400 Normandale Lak e Blvd., 4 Minneapolis, MN 55437 Telephone: 800 - 346 -3164 Facsimile: 612 -897 -5601 Date: 202898 Round Rock, TX 78664 Eleven 11 1) Two (2) One (1) One (1) One (1) One (1) CITY OF Less I By: .� ,// Title: Z1 4 We W ' M Attachment: Payment Schedule EQUIPMENT SCHEDULE NO. 1 EXHIBIT A Schedule of Equipment, Rental Payments, Etc. L e: Origii o. 2 of 2 This Master Lease Agreement may be transferred or pledged only by delivery of Original No. 1 The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as of September 22, 1995 (the "Agreement "), between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms all of its representations and warranties contained in the Agreement. Lessee warrants that no Event of Default or any event which, with the passage of time or the giving of notice, would constitute a default has occurred under the Agreement. Lease Date: September 22, 1995 Final Acceptance Date: , 19_ EQUIPMENT GROUP The Equipment Group is located at the following address. Prior to relocation of the Equipment Group or portion thereof during the Lease Term, Lessee will provide written notice to Lessor. 221 E. Main St. Insurance Requirements: Public Liability: $1,000,000 total liability per occurrence. Casualty and Property Damage: an amount equal to the greater of the Prepayment Price or full replacement cost of the Equipment Group. Quantity Cost Per Unit Description Serial Number 1995 Crown Victoria's see attached 1995 GMC Safari Vans see attached 1995 GMC Sierra Pickup see attached 1995 Chev 1/2 ton Pickup see attached 1995 Ford Tandem Dumptruck 1 FDYW82E4SVA80154 Lowboy Trailer see attached RENTAL PAYMENTS Annual Interest Percentage Rate: 5.31 % Lessee will make 6 Rental Payments of 954,747.66 each consisting of Prin4a1 and Interest as set forth in the attached schedule. The first payment is due on the 180th day after the Funding Dat€ and subsequent payments are due semi- annually on like date thereafter. OUND ROCK, TEXAS, GE CAPITAL PUBLIC FINANCE, INC Vice Presi Date: September 29, '9 fv y '47 GE CAPITAL PUBLIC FINANCE. INC. PAYMENT SCHEDULE RELATING TO EQUIPMENT SCHEDULE NO. DO 1 Funding Date: October 4, 1995 Coupon Rate: 5.31% Pmt Payment Total Principal Interest Prepayment No. Date Payment Component Component Price ' 1 96 4 4 54,747.66 46.782.66 7,965.00 258,763.92 2 96 10 4 54,747.66 48,024.75 6,722.91 208,945.72 3 97 4 4 54,747.66 49,299.80 5,447.86 158,178.47 4 97 10 4 54,747.66 50,608.71 4,138.95 106,444.11 5 98 4 4 54,747.66 51,952.37 2,795.29 53,724.21 6 98 10 4 54,747.66 53,331.71 1,415.95 0.00 328,485.96 300,000.00 28,485.96 After payment of rental payment due on such date PAGE A -2 I, the undersigned, hereby certify that 1 am the duly qualified and acting officer of the Lessee identified below, and, with respect to the above - referenced Equipment Schedule dated September 22, 1995 to the Master Lease Agreement dated as of September 22, 1995 (the "Agreement" and together with such Equipment Schedule, the "Lease "), by and between Lessee and GE Capital Public Finance, Inc. ("Lessor "), that: 1. The equipment described in Exhibit A, page A -1 (the "Equipment Group ") has been delivered and installed in accordance with Lessee's Specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below. 2. During the Lease Term, the Equipment Group will be used by Lessee to perform essential governmental functions. Such functions are: 3. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee; the authority of Lessee or its officers or its employees to enter into the Agreement or the Lease; the proper authorization, approval and execution of the Agreement or the Lease or any related other documents; the appropriation of moneys, or any other action taken by Lessee to provide moneys, sufficient to make Rental Payments coming due under the Agreement in Lessee's current Fiscal Year; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. 4. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on Exhibit A of the above - referenced Equipment Schedule as such Exhibit is completed by Lessor. 202898 EQUIPMENT SCHEDULE NO. 1 EXHIBIT B Certificate of Acceptance 5. All capitalized terms herein have the meanings ascribed to them in the Agreement. CITY OF;ROUND ROCK, TEXAS, Lessim By Title: Date: • E-95 STEPHAN L. SHEETS CHARLES D. CROSSFIELD CARY L. BOVEY FELIX O'NEILL RIPPY Lessee: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Ladies and Gentlemen: K: \ROINDROC \OPINCONN.WPD /kg SHEETS S[ CROSSFIELD, P.C. ATTORNEYS AT LAW 309 E. MAIN STREET ROUND ROCK, TEXAS 78664 -5246 TELEPHONE 15121 255 - 8877 OPINION OF COUNSEL Lessor: GE Capital Public Finance, Inc. 8400 Normandale Lake Blvd. Suite 470 Minneapolis, MN 55437 FAX 15121 266 - 8986 E - MAIL SANDC RRTX @AOL,COM Re: Master Lease Agreement dated as of September 22, 1995, by and between GE Capital Public Finance, Inc. ( "Lessor ") and City of Round Rock, Texas ( "Lessee ") I have acted as counsel to Lessee with respect to the Master Lease Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 1 attached thereto and executed pursuant thereto (together, 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 political subdivision of the State of Texas (the "State "), duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee, and is a legal, 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 creditors' 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 applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. 5. The execution of the Lease and the pledge pursuant to Section 5.4 of the Lease do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. The Lease is a general obligation and debt of Lessee that complies with all applicable debt limitation and referendum requirements. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee; the authority of Lessee or its officers or its employees to enter into the Lease; the proper authorization, approval and /or execution of the Lease and other documents contemplated thereby; the appropriation of moneys to make Rental Payments under the lease for the current fiscal year of Lessee; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby and, to the best of my knowledge, no such litigation or actions are threatened. 7. The equipment financed by the Lease is personal property, and when used by the Lessee will not be or become fixtures under the laws of the State. 8. Resolution No. R- 95- 09- 14 -10F of the governing body of Lessee was duly and validly adopted by such governing body on September 14, 1995, and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. Dated: September 28, 1995 SLS /kg Ver ruly yours ,..._,. 4 ... 0 ., j , �/ Stephan L. Sheets NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT GE Capital Public Finance, Inc. ( "Lessor /Assignor'), hereby gives notice of a Bill of Sale (the "Assignment ") between Lessor /Assignor and GE Capital Preferred Asset Corporation ( "Assignee ") pursuant to which, among other things, Lessor /Assignor assigned to Assignee all of its rights in and to the rental payments and other amounts due under Equipment Schedule No. 1 dated September 22, 1995 to the Master Lease Agreement dated September 22, 1995 (the "Lease") by and between Lessor /Assignor and City of Round Rock ( "Lessee "), and all of its rights in and to the acquisition fund. Lessor /Assignor hereby requests, and instructs Lessee, that all Rental Payments and other amounts coming due pursuant to Equipment Schedule No. 1 of the Lease on and after the date hereof are payable to and should be remitted to Assignee at the following address: GE Capital Public Finance, Inc. 8400 Normandale Lake Blvd., Suite 470 Minneapolis, MN 55437 Attention: Joseph B. Williams, Vice President - Risk Management (612) 897 -5605 (telephone) (612) 897 -5631 (facsimile) J Lessor /Assignor and Lessee agree and acknowledge that this Notice and Acknowledgment of Assignment is made for and inures to the benefit of Assignee in connectiokk with the transactions contemplated by the Assignment. ✓ . CITY OF ' OUND ROCK GE CAPITAL (PUBLIC FINANCE, INC. By Lessee Lessor /Assignor !; r _� By: Its: Vice Preside � �.�. Date: Sept eutber 29, vv 2 GE Capital Preferred Asset Corporation P. O. Box 747016 960 Fort Duquesne Blvd. Pittsburgh, PA 15274 -7016 Lessee hereby acknowledges the effect of the Assignment and absolutely and unconditionally agrees to deliver all Rental Payments and other amounts coming due under Equipment Schedule No. 1 of the Lease in accordance with the terms thereof on or after the date of this notice to Assignee at the address set forth above. Any questions of Lessee relative to billing or other administrative items, should be referred to Lessor /Assignor at the address below: r«m 8038 -6 (Rev. May 1905) O.prb,we all 1. Tnrry eti. n..•rn,. Part I Reporting Authority Issuers name CITY OF ROUND ROCK, TEXAS 3 Clty. town, or post office, state, and DP code ROUND ROCK, TX 78664 -5299 7 Name of issue MASTER LEASE AGREEMENT Part I1 Part III Part V Please Here Descri Information ..etum for Tax-Exempt Govemmenta .bligatlons P Under Intend Revenue Code section 149(e) • See separate Instructions. (Note: Use Form 8038 - GC C one issue pike is under $ IOU,000.) 3 Number and street (or P.O. boa if man is not delivered to street address) 221 EAST MAIN STREET Type of Issue (check applicable boxes) and enter the issi 9 ❑ Education (attach schedule -see instructions) 10 ❑ Health and hospital (attach schedule -see instructions) 11 ❑ Transportation 12 © Public safety 13 ❑ Environment Including sewage bonds) 14 ❑ Housing 15 ❑ Utilities 18 ❑ Other. Describe (see instructions) • 17 If obngatbre are tax or other revenue anticipation bonds, check box • 18 M obligations are In the form of a lease or installment sale, check box • tion of Obligations Intone ▪ Fee ,ep...edre bee p rim appraise d Isar Paperbnxk Reduction Act N08e. era page 1 of the le audionlr. Des rnrnpem If Amended Return, check here • 2 Issuers employer Identification number 0/7 0 Roo /suite 9(cPF Fled . e+r or . 24 25 W jel s t 4 Report mnber G19 - 6 Date of Issue OMB No. 15/5-0720 8 CUSIP nunber N/A 1 '• 1 3 S 300 000 00 0 N /A fist Net (numb cent 19 . Final maturity. 1113710.1111WINIEWMEM 20 Entire issue . ' An5511MINI 11.11Sr7.1 Uses of Proceeds of Bond Issue (including underwriters' discount) 21 Proceeds used for accrued interest 22 Issue price of entire Issue (enter amount from line 20, column (c)) 23 Proceeds used for bond Issuance cons (Including mdemrBrs' discount) 24 Proceeds used for credt snhancemrd 25 Proceeds allocated to reasonably required reserve or lepbcen d fund 20 Proceeds used to currently refund prior issues 27 Proceeds used to advance reluld pdor Issues 28 Total (add fines 23 through 27) 29 Norref ndn9 proceeds of the Issue (subtract One= bomi ire 22 and enter amount hem). 29 lkscription of Refunded Bonds (Comdata this put oM/ 1Cr rarunarrrr bonds.) N/A 30 Enter the remaining weighted average maturity of the bands b be currently refunded . . . ► 31 Enter the numbing ing wdghted average maturity of the bonds to be advance refunded . • • ' Oita 32 Enter the bat date on which the refunded bonds el be ailed • 33 Enter tM deteb) the refunded bonds were issued • Miscellaneous 54 Enter the amount of the state volume cep &located to the Yea under setdlon 141(bk5) . . 35 Enter the snoudA the bonds desaltedby the Issuer to* so: on 26r xsp (small Mum mediae 38a E n t e r t h e amid of gloss pot:N ds teefted a b be invested b apemseed bxeetnws contra bee brbuo3s * b Enter the tarsal nta4rlty date of the guaranteed trrvaeferrd contract • 37 Pooled b a sing& a Proceeds rift iss e bet bra to be radio ode tern b odd gra m enter wile b M Ws issue b • ban made 8om the proaads of wed tit - exempt issue. attack bay • O and enter the roan of the issuer 10 and the dab of the Yen; 0 as If the issuer has dieted to pt) & penalty in Sou of a16i1rme Mete, check bat . • as M the bue er Itas bonded a check bey . - Wier so dem er pra^ idea= err I Ira exert isd Y idea rd ease... ter erodes end antrum, sale M but d air 612 end INK se bus. suet, sad e- relds. 9 - as - 95 Part VI N //► 34 36 37a eNAeeE5 G /VAC type w - ears tar ri ens its. erns IYea -d 54 COMPANY NAME G. E. CAPITAL FINANCE KOCH FINANCIAL CORP. ASSOCIATES COMMERCIAL BANK ONE INTEREST RATE 5.31% 5.37% 5.63% 5.69% TOTAL COST ON PRINCIPAL OF $300,000 $328,486 $328,815 $330,241 $330,570 SEMI - ANNUAL PAYMENTS FOR 3 YEAR PERIOD $54,748 $54,802 $55,040 $55,095 CITY OF ROUND ROCK ANALYSIS OF QUOTES- EQUIPMENT LEASING FISCAL YEAR 1995 SUMMARY OF QUOTES- 20 REQUESTS FOR QUOTES WERE MAILED. 9 SUBMITTED QUOTES 3 DECLINED, BUT ASKED FOR FUTURE CONSIDERATION 8 NON- RESPONSIVE LEASE95 I2-Sep-95 08:59 AM DATE: September 12, 1995 SUBJECT: City Council Meeting, September 14, 1995 ITEM: 10. F. Consider a resolution authorizing the Mayor to enter into a lease /purchase financing program agreement for City equipment. STAFF RESOURCE PERSON: David Kautz STAFF RECOMMENDATION: Each year the City acquires a portion of its heavy equipment and rolling stock through a tax - exempt leasing program. The program totals $300,000, has a three year payback and is outlined in the operating budget. The first year repayment is included in the proposed operating budget. A summary of the financing quotes is attached. Staff recommends award of the program to G. E. Capital for an annual interest rate of 5.31 %.