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R-98-08-27-10D1 - 8/27/1998IIKOCH KOCH FINANCIAL CORPORATION December 7, 2000 City of Round Rock Mr. Robert A. Stluka, Jr., Mayor 221 East Main Street Round Rock, TX 78664 Re Master Equipment Lease/Purchase Ap eement ( "Agreement ") dated 23-Sep -98, Schedule No. 2, by and between Koch Financial Corporation ( "Lessor ") and City of Round Rock ( "Lessee ") Dear Mayor Stluka, Jr: Please be advised that Koch Financial Corporation will assign all its right, title, and interest in, to and under the above referenced agreement, the Equipment leased thereunder and the right to receive Rental Payments thereunder to Bankers Trust Company, Trustee for Koch Financial Corporation Multistate Lease Pool Trust, Series 2000D, pursuant to the Agreement. Koch will continue to service the transaction and receive payment under the Agreement. The purpose of this letter is to give you notice of such assignment. Please note that this assignment and the Trust will not involve any publicly offered securities. All correspondence, other than remittances, should continue to be sent to: Please direct remittances to: Koch Financial Corporation P.O. Box 70072 Chicago, IL 60673 -0072 If you have any questions or require additional information, please do not hesitate to contact Koch at (800) 532 -6864 Sincerely, KOCH FINANCIAL CORPORATION By: Paul T. Haerle Sr. Vice President I ©DI 9553 NOTICE OF ASSIGNMENT Koch Financial Corporation 4111 East 37'" Street North Wichita, KS 67220 Street North Telephone Number: (316) 828 -3690 Fax Number (316) 828 -4321 Tax Identification 48- 1115169 RECEIVED 1 9 2000 CC, 4111 East 37th Street North • Wichita, Kansas 67220 • 800/532 -6864 • FAX 316/828 -4321 Website www.kochfinancial.corn IN KOCH INDUSTRIES INC P0. Box 2256 Wichts, Kansas 67201-2256 L O , . tQ■ 4.(1 RDC,u/S1 , 1 K 78 (D1 L f REiMSTE) 7000 0520 0026 3226 7101 66,64.*SZ ri It1• 1II„l,. Il.. 1lL11t 1•hht1111lh11l1.1HI,1„I1l1 Ih11 [NKOCH KOCH FINANCIAL CORPORATION March 3, 1999 City of Round Rock Mr. Charles Culpepper 221 East Main Street Round Rock, TX 78664 -5299 Re: Lease Purchase Agreement ( "Agreement ") dated as of September 23, 1998 by and between City of Round Rock ( "Lessee ") and Koch Financial Corporation ( "Lessor "). Dear : Please be advised that Koch Financial Corporation will assign all its right, title, and interest in, to and under the above referenced Agreement, the Equipment leased thereunder and the right to receive Rental Payments thereunder to Bankers Trust (Delaware) Trustee for 1999 -1- Municipal Tax - Exempt Trust, pursuant to the Sale and Servicing Agreement. Koch will continue to service the transaction and receive payment under the Sale and Servicing Agreement. The purpose of this letter is to give you notice of such assignment. Please note that this assignment and the Trust will not involve any publicly offered securities. All correspondence, other than remittances, should continue to be sent to: Please direct remittances to: If you have any questions or require additional information, please do not hesitate to contact Colleen Miles at Koch Financial Corporation. She can be reached at (800) 532 -6864 ext. 3690. Sincerely, KOCH FINANCIAL CORPORATION By: Paul T. Haerle Senior Vice President Koch Financial Corporation P.O. Box 70072 Chicago, IL 60673 -0072 NOTICE OF ASSIGNMENT Koch Financial Corporation 4111 East 37th Street North Wichita, KS 67220 Telephone Number: (316) 828 -3690 Fax Number: (316) 828 -4321 Tax Identification No. 48-1115169 4111 East 37th Street North • Wichita, Kansas 67220 • 800/532 -6864 • FAX 316/828 -4321 5 RECEIVED t+, 9 1999 6453 , ` ['KOCH KOCH FINANCIAL CORPORATION • P.O. box 2256 Wichita, Kansas 67201 -2256 R Q ! IE CE( Q City of Round Rock Mr. Charles Culpepper 221 East Main Street Round Rock, TX 78664 -5299 6453 T8K, 036 P 967 299 697 MAIL RETURN RECEIPT REQUESTED - 11��111111��11 ;1 hill 1111 1 lag I fiI hill 11d1111111 IIKOC KOCH FINANCIAL CORPORATION September 25, 1998 Mr. Howard Baker City of Round Rock 221 East Main Street Round Rock, TX 78644 -5299 Dear Mr. Baker: Please find the enclosed revised payment schedule and the reimbursement check for $250,000.00 Again I apologize for any confusion. Sincerely, Sarah C. Rupp Investment Coordinator Enclosures 6453 Vs vs )7-10,61 4111 East 37th Street North • Wichita, Kansas 67220 • 800/532 -6864 • FAX 316/828 -4321 Website www.kochfinancial.com Pmt8 Payment Date Payment Amount Interest Principal Purchase Option Dated (the "Effective Date "): September 28, 1998 LESSEE City of Round Rock Ey Title 1 2 3 4 5 6 Totals: 9/28/98 3/28/99 9/28/99 3/28/00 9/28/00 3/28/01 9/28/01 945,31921 $45,319.21 $45,319.21 $45,319.21 $45,319.21 $45,319.21 $271,915.26 EXHIBIT A -1 RENTAL PAYMENT SCHEDULE $6,137.50 $39,181.71 $215,034.66 $5,175.59 $40,143.62 $174,088.16 $4,190.06 $41,129.15 $132,136.44 $3,180.34 $42,138.87 $89,154.79 $2,145.83 $43,173.38 $45,117.95 $1,085.93 944,233.28 $0.00 $21,915.26 $250,000.00 FIR TONA L NK O HI AG O CHI NA G I O, ILLINOIS 6067 F —0 3 DATE 09/24/1998 AMOUNT $ * ** *250,000.00 KOCH FINANCIAL CORPORATION P 0 BOX 2256 WICHITA, KS 67201 -2256 0926703 DETACH HERE 001 PAY TO THE ORDER OF 092498KFC REMITTANCE ADVICE CHECK TOTAL KOCH FINANCIAL CORPORATION P 0 BOX 2256 WICHITA, KS 67201 -2256 Two Hundred fifty Thousand Dollars 00 Cents * * *KIIAP * * *A3A1 * ** CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK TX 78664 PHONE 316 -828 -3690 0017643 250,000.00 250,000.00 CHECK NO. 0017643 NO. 017643 .00 .00 C 1 O� 250,000.00 250,000.00 K -FC 017643 7O -2322 719 CORPORATE ACCOUNT VOID 120 DAYS AFTER DATE OF CHECK AUTHORIZED OFFICERS TMU M Is VO.IF THE BACA ar Tws CrD« \ �n T ,, rvr In x aT.Fin T ewnn„ II 0 L764311' 1:07L9232261: 9 4 L7L33 MI KO MI H KOCH FINANCIAL CORPORATION September 23, 1998 Mr. Howard Baker City of Round Rock 221 East Main Street Round Rock, TX 78644 -5299 Dear Mr. Baker: Please find the enclosed original Master Equipment Lease/Purchase Agreement between Koch Financial Corporation and City of Round Rock for your files. We are prepared to pay any invoices you forward to us in accordance to the Agreement. I have also included a survey for you to fill out at your earliest convenience. This survey is designed to help us better serve our customers. Please take a moment to fill it out and drop it in the mail (postage paid). It has been a pleasure working with you, and we look forward to the opportunity to work with you again in the future. Sincerely, Sarah C. Rupp Investment Coordinator Enclosures 6453 4111 East 37th Street North • Wichita, Kansas 6722D • 800/532 -6864 • FAX 316/828 -4321 Website www.kochfinancial.com I.ICOCH FINANCIAL CORPORATION WITNESSETH: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT This Master Equipment Lease/Purchase Agreement dated as of September 23, 1998, and entered into between Koch Financial Corporation, a Kansas Corporation ("Lessor"), and City of Round Rock, a body corporate and politic existing under the laws of the State of TX ("Lessee "). WHEREAS, Lessee desires to lease from Lessor certain equipment described in each Schedule, subject to the terms and conditions of and for the purposes set forth in each Lease; and WHEREAS, the relationship between the parties shall be a continuing one and items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein; and WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the Schedules hereto for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE I Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement' means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to the Agreement pursuant to Section 13.05. "Code" means the Internal Revenue Code of 1986, as amended. "Commencement Date" for each Lease, is the date when Lessee's obligation to pay rent commences under such Lease, which date shall be the earlier of (0 the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.01, or (ii) the date on which sufficient moneys to purchase the Equipment listed in such Lease are deposited for that purpose with an escrow agent. "Equipment" means the property listed in each of the Leases and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article X. Whenever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment. Date. "Event of Default" means an Event of Default described in Section 12.01. "Lease" means a Schedule and the terms of this Agreement which are incorporated by reference into such Schedule, Each Schedule shall constitute a separate and independent Lease. "Lease Term" for each Lease means the Original Term and all Renewal Temts therein provided and for this Agreement means the period from the date hereof until this Agreement is terminated. "Original Term" means the period from the Commencement Date for each Lease until the end of the fiscal year of Lessee in effect at such Commencement "Purchase Price" means, with respect to the Equipment listed on a Lease, the amount that Lessee may pay to Lessor to purchase such Equipment in accordance with Section 10.01. "Renewal Terms" means the renewal terms of each Lease, each having a duration of one year and a tern coextensive with Lessee's fiscal year. "Rental Payments" means the basic rental payments payable by Lessee under each Lease pursuant to Section 4.01. "Schedule" means each separately numbered Schedule of Equipment, substantially in the form of Exhibit A hereto, together with a Rental Payment Schedule attached thereto substantially in the form of Exhibit A -1 hereto. "State" mcans the state in which Lessee is located. "Vendor" means the supplier or manufacturer of the Equipment as well as the agents or dealers of the manufacturer or supplier from whom Lessor purchased or is purchasing such Equipment. ARTICLE D Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Cotrnrencnment Date of each Lease as follows: (a) Lessee is a public body corporate and politic duly organized andexisting under the constitution and laws of the State with full power and authority to enter into this Agreement and each Lease and the transactions contemplated hereby and to perform all of its obligations hereunder and under each Lease. (b) Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred to ensure the validity and enforceability of this Agreement and each Lease. (c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. (d) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. (e) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in each Lease. (f) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority. (g) Lessee will annually provide Lessor with current financial statements, budgets for the ensuing fiscal year, and suchother financial information relating to the ability of Lessee to continue each Lease as may be requested by Lessor. (h) Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule. Lessee's need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish in the foreseeable future including the maximum Lease Term applicable to such item. ARTICLE III Section 3.01. Lease of Equipment. Upon the execution of each Lease, Lessor demises, leases, transfers, and lets to Lessee, and Lessee acquires, rents, leases and hires from Lessor, the Equipment in accordance with the terms thereof. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Tenn for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Tenn and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the next Renewal Term unless Lessee shall have temtinated such Lease pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Tenn, except that the Rental Payments shall be as provided in the applicable Lease. Section 3.02. Continuation of Lease Term, Lessee currently intends, subject to Section 3.03, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the maximum Lease Term of each Lease can be obtained. Section 3.03. A special Interest and Sinking Fund (the "Interest and Sinking Fund ") is hereby created solely for the benefit of the Agreement, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fond 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 Agreement. All advalorem taxes levied and collected for and on account of the Agreement shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while the Agreement or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of advalorem tax money required to pay the interest on the Agreement as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Agreement 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 Lessee, with full allowance made for tax delinquencies and the cost of tax collection. Section 3.04. Conditions to Lessor's Performance Under Leases. As a prerequisite to the performance by Lessor of any of its obligations pursuant to any Lease, Lessee shall deliver to Lessor the following: (a) A Municipal Certificate executed by the Clerk or Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C, completed to the satisfaction of Lessor. (b) An opinion of counsel to Lessee in substantially the form attached hereto as Exhibit D respecting such Lease and otherwise satisfactory to Lessor. (c) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time. (d) Such other items, if any, as are set forth in such Lease or are reasonably required by Lessor. This Agreement is not a commitment by Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impost any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion. Lessee will cooperate with Lessor in Lessor's review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed Lease. Such documentation may include, without limitation, 2 documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee. ARTICLE IV Section 4.01. Rental Payments. Lessee shall promptly pay Rental Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor on the dates and in such amounts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental Payment not paid on the date such payment is due at the rate of 1206 per armum or the maximum amount permitted by law, whichever is less, from such date. Rental Payments consist of principal and interest payments as more fully detailed on each Schedule, the interest on which begins to accrue as of the Effective Date for each such Schedule. Section 4.02. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED IN SECTION 3.03, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET -OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIPMENT TO BE DELIVERED OR INSTALLED ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. ARTICLE V Section 5.01. Delivery, Installation and Acceptance of Equipment. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified in the Leases and pay any and all delivery and installation costs in connection therewith. When the Equipment listed in any Lease has been delivered and installed, Lessee shall immediately accept such Equipment and evidence said acceptance by executing and delivering to Lessor an acceptance certificate in the form attached hereto as Exhibit B. Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have, hold and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in the related Lease. Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be moved from the location specified for it in the Lease on which such item is listed without Lessors consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights under the related Lease. Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair and working order. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. Upon the request of Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor. ARTICLE VI Section 6.01. Title to the Equipment. Upon acceptance of the Equipment under a Lease by Lessee, title to the Equipment shall vest in Lessee subject to Lessor's rights under the Lease; provided that title shall thereafter immediately and without any action by Lessee vest in Lessor, and Lessee shall immediately surrender possession of the Equipment to Lessor, upon (a) any termination of the applicable Lease other than termination pursuant to Section 10.01 or (b) the occurrence of an Event of Default. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such transfer. Section 6.02. Security Interest To secure the payment of all of Lessee's obligations under each Lease, upon the execution of such Lease, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment applicable to such Lease and on all proceeds therefrom. Lessee agrees to execute such additional documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest and the security interest of any assignee of Lessor in the Equipment. Section 6.03. Personal Property. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Upon the request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. ARTICLE VII Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by each Lease. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during each Lease Tenn. Section 7.02. Insurance. At its own expense, Lessee shall during cach Lease Term maintain (a) casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the then applicable Purchase Price of the Equipment, (b) liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor and (c) workers' compensation coverage as required by the laws of the State; provided that, with Lessor's prior written consent, Lessee 3 may self - insure against the risks described in clauses (a) and (b). Lessee shall furnish to Lessor evidence of such self - insurance coverage throughout each Lease Term. Lessee shall not materially modify or cancel such insurance or self - insurance coverage without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification. Section 7.03. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working under, Lessor may, but shall be under no obligation to, maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Tenn and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at the rate of 1296 per annum or the maximum amotmt permitted by law, whichever is less. ARTICLE VIII Section 8.01. Damage, Destruction and Condennation. If (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 10.01. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. Section 8.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pursuant to Section 10.01 purchase Lessor's interest in the Equipment and in any other Equipment listed in the same Lease. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing Lessor's interest in the Equipment and such other Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV. ARTICLE IX Section 9.01 DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF TIIE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO WHETHER EXPRESS OR IMPLIED, AND LESSEE ACCEPTS SUCH AS IS WITH ALL FAULTS. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF ANY LEASE OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY ITEM, PRODUCT OR SERVICE PROVIDED FOR IN ANY LEASE. Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -fact during each Lease Term, so long as Lessee shall not be in default under the related Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights or obligations of Lessor with respect to any Lease, including the right to receive full and timely payments under a Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties by Vendor of the Equipment. ARTICLE X Section 10.01. Purchase Option. Lessee shall have the option to purchase Lessor's interest in all of the Equipment listed in any Lease, upon giving written notice to Lessor at least 60 days before the date of purchase, at the following times and upon the following terms: (a) On the date of the last Rental Payment set forth in such Lease (assuming such Lease has been renewed at the end of the Original Term and each Renewal Term), if such Lease is still in effect on such day, upon payment in full of Rental Payments due on such Lease and the payment of One Dollar (01.00) to Lessor; (b) On the Rental Payment dates specified in each Lease, upon payment in full of the Rental Payments then due under such Lease plus the then applicable Purchase Price plus 01.00 to Lessor; or (c) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessce's notice to Lessor of its exercise of the purchase option upon payment in full to Lessor of the Rental Payments then due under such Lease plus the then applicable Purchase Price; provided that if the purchase date is not a Rental Payment date, Lessee shall also pay an amount equal to the portion of the interest component of the Rental Payment accrued from the immediately preceding Rental Payment date to such purchase date, computed on the basis of a 360 -day year of twelve 30 -day months. ARTICLE XI Section 11.01, Assignment by Lessor. Lessor's right, title and interest in, and to Rental Payments and any other amounts payable by Lessee under any and all of the Leases and its security interest in the Equipment subject to each such Lease, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of lessee; provided that (a) any such assignment shall not be effective until Lessee has received written notice, signed by the assignor, of the name and address attic assignee, and (b) any assignment shall not be effective until it is registered on the registration books. Lessee shall retain all such notices as a register of all assignees. Lessor shall continue to service the Agreement. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests and property assigned pursuant to this section 11.01. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or Vendor. Assignments in part may include without limitation assignment of all of Lessor's security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of Lessor's interests in all of the Equipment listed in a single Lease. Lessee hereby agrees that Lessor may, without notice to Lessee, sell, dispose of, or assign this Agreement or 4 any particular Lease or Leases through a pool, trust, limited partnership, or other similar entity, whereby one or more interests are created in this Agreement or in a Lease or Leases, or in the Equipment listed in or the Rental Payments under a particular Lease or Leases. Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under any Lease or any portion of the Equipment listed in each Lease may be assigned or encumbered by Lessee for any reason; except that Lessee may sublease all or part of such Equipment if Lessee obtains the prior written consent of Lessor and an opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross income for federal income purposes. Any such sublease of all or part of any Equipment shall be subject to the applicable Lease and the rights of Lessor in, to and under such Lease and with respect to the Equipment. ARTICLE XII Section 12.01. Events of Default Defined. Any of the following events shall constitute an "Event of Default" under a Lease: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under a Lease at the time specified therein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, anless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fad or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30 consecutive days. Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Temt or Renewal Term to be immediately due and payable; (b) With or without terminating the Lease Term under such Lease, Lessor may enter the premises where the Equipment listed in such Lease is located and retake possession of such Equipment or require Lessee at Lessee's expense to promptly retum any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of the Equipment listed therein that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer's and attomey's fees), subject, however, to the provisions of section 3.03 hereof. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and (c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in any or all of the Equipment Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under a Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required to this Article. Section 12.04. Application of Moneys. Any net proceeds from the exercise of any remedy under a Lease (after deducting all expenses of Lessor in exercising such remedies including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer's and attomey's fees) shall be applied as follows: (a) If such remedy is exercised solely with respect to a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment. (b) If such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due pursuant to such Leases pro rata. ARTICLE XIII Section 13.01. Notices. All notices, or other communications under any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties hereto at the addresses listed below (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any assignee at its address as it appears on the registration books maintained by Lessee. 5 Section 13.02. Release and Indenmificatlat. To the extent permitted by State law, Lessee shall indeumify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim, tax and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith (including, without limitation, counsel fees and expenses, penalties connected therewith imposed on interest received) arising out of or as result of (a) the entering into of any Lease, (b) the ownership of any item of Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of Equipment, (d) any accident in connection with the operation, use, condition, possession, storage or return of any item of Equipment resulting in damage to property or injury to or death to any person, and/or (e) the result of the breach of any covenant in a Lease or any material miar,,,.sentation contained in a Lease. The iudenmilcation arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under all Leases or the termination of the base Term under all Leases for any reason. Section 13.03. Binding Effect. Each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. References herein to " Lessor' shall be deemed to include each of its assignees and subsequent assignees from and after the effective data of each assignment as permitted by Section 11.01. Section 13.04. Severability. to the event any provision of 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 thereof Section 13.05. Amendments. Each Lease may be amended by mutual written consent of Lessor and Lessee. Section 13.06. Execution in Counterparts. Each Lease 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. Section 13.07. Applicable Law. This Agreement and each Lease shall be govemed by and construed in accordance with the laws of the State. Section 13.08. Captions. The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. (LESSOR) Koch Financial Corporation 4111 E. 37th Street North Wichita, 67220 By a-•- > -. - . o SENIOR Title VICE PRESIDENT (SEAL) (LESSEE) City of R. nd Rock 221 1Ea, aim S,eet Rou of ock Attest: By Title # CITY MANA86R. 6 SCHEDULE OF PROPERTY NO. 1 Quantity 3. Payment Schedule. a. b. See attached description 5. Certification as to Arbitrage. Lessee hereby represents as follows: EXHIBIT A Re: Master Equipment Lease/Purchase Agreement, dated as of September 23, 1998, between Koch Financial Corporation, as Lessor, andCity of Round Rock, as Lessee. De£med Terms. All terms used and not otherwise defined herein have the meanings ascribed to them in the above - referenced Master Equipment Lease/Purchase Agreement (the "Agreement "). 2. Equipment The following items of Equipment are hereby included under this Schedule of the Agreement. Description / Serial No. / Model Na. Location Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A -l. Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Agreement or the date on which sufficient moneys to purchase said Equipment are deposited for that purpose with an escrow agent, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule). 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the date of commencement of Rental Payments under this Schedule. The estimated total costs of the Equipment listed in this Schedule will not be less than the total Principal Portion of the Rental Payments listed in the Rental Payment Schedule. The Equipment listed in this Schedule has been ordered or is expected to be ordered within six months of the commencement of this Schedule and the Equipment is expected to be delivered and installed, and the Vendor fully paid, within one year from the commencement of this Schedule. The Equipment listed in this Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last scheduled Rental Payment listed in the Rental Payment Schedule. d. To the best of Lessee's knowledge, information and belief, the above expectations are reasonable. 6. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 7. Tax Designations and Covenants and Certificate as to Arbitrage. Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation. Lessee will use the proceeds of this Schedule as soon as practicable and with all reasonable dispatch for the purpose for which this Schedule has been entered into. No part of the proceeds of this Schedule shall be invested in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of this Schedule, would have caused any portion of this Schedule to be or become "arbitrage bonds" within the meaning of Section 103(6)(2) or Section 148 of the Code and the applicable regulations of the Treasury Department. 7 Dated (the "Dated Date "): September 23, 1998 (LESSOR) (LESSEE) Koch Financial Corporation City of Round Rock 4111 E. 37th Street North 221 East • : n Street Wichita, Kansas 67220 Ro .y �, TX 78664-5299 By /6.s4d� , B yy��Q^ Tide RFNIOR Title II1Ry VICE PRESIDENT (SEAL) w,\kfc\doclmaster texas 7/27/98 pecutet, Tit! ASST, &Ty 474A1446,4. Attest: By Counterpart No.,2 of manually executed and serially numbered counterparts. To the extent that this Lease constitutes chattel paper (as defined in the Uniform Commercial Code), no security interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. 8 DESCRIPTION John Deere Backhoe 310.4E 98 Ford Crown Victoria, Police Interceptor, 4 Door 98 Ford Crown Victoria, Police Interceptor, 4 Door 98 Ford Crown Victoria, Police Interceptor, 4 Door 98 Ford Crown Victoria ,Police Interceptor, 4 Door 98 Ford Crown Victoria ,Police Interceptor, 4 Door 98 Ford Crown Victoria ,Police Interceptor, 4 Door 98 Ford Crown Victoria ,Police Interceptor, 4 Door EQUIPMENT LIST VIN AMOUNT T03105E847473 2PAFP71W1WX135196 2FAFP71W6WX131709 2FAFP71WXWX131728 2FAFP71W4WX131708 2FAPP7IWXWX135195 2PAPP71W3WX135197 2PAFP71W8WX135194 TOTAL $65,211.00 26,348.00 26,348.00 26,348.00 26,699.00 26,699.00 26.699.00 26.699.00 $251,051.00 Pntt Payment Date Payment Amount Interest Principal Purchase Option 9/23/98 1 3/23/99 $45,319.21 2 9/23/99 $45,319.21 3 3/23/00 $45,319.21 4 9/23/00 $45,319.21 5 3/23/01 $45,319.21 6 9/23/01 $45,319.21 Totals: $271,915.26 Dated (the ec[ive Date "): September 23, 1998 LESS Cityproungnyocq/ B , Title MAYO/a/ EXHIBIT A -1 RENTAL PAYMENT SCHEDULE 86,13750 $39,181.71 $5,175.59 540,143.62 $4,190.06 $41,129.15 $3,180.34 $42,138.87 $2,145.83 $43,173.38 $1,085.93 $44,233.28 821,915.26 $250,000.00 $215,034.66 8174,088.16 $132,136.44 $89,154.79 $45,117.95 $0.00 Koch Financial Corporation 4111 E. 37th Sheet North Wichita, Kansas 67220 Ladies and Gentlemen: EXHIBIT B ACCEPTANCE CERTIFICATE Re: Schedule of Property No.1, dated September 23, 1998, to Master Equipment Lease/Purchase Agreement, dated as ofSeptember 23, 1998, between Koch Financial Corporation, as Lessor, and City of Round Rock, as lessee. In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement "), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: (1) All of the Equipment (as such term is defined in the Agreement) listed in the above- referenced Schedule of Property (the "Schedule ") has been delivered, installed and accepted on the date hereof. (2) Lessee has conducted such inspection and /or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. (4) No event or condition that constitutes, or withnotice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. LESS City By 10 k t [SEAL] Title: M A yCg/ g (] �j Acceptance Date: / / — %(} EXHIBIT C CERTIFICATE OF CLERK OR SECRETARY OF LESSEE I, the undersigned, do hereby certify (i) that the officer of Lessee who executed the foregoing Agreement on behalf of Lessee and whose genuine signature appears thereon, is are duly qualified and acting officer of Lessee as stated beneath hi her signature and has been authorized to execute the foregoing Agreement an behalf of Lessee, and (ii) that the budget year of Lessee is from Qel• / to . Dated:- o{1 -9 By : ��99 /,' /J /1 / �r'1e I�� " 40464 / 11 BROWN McCAR1 LL SHEETS & CROSSFIELD, LLP. AttorneYs Koch Financial Corporation 4111 East 37th Street North Wichita, Kansas 67220 Re: Schedule of Property No. 1, dated September 15, 1998, to Master Equipment Lease /Purchase Agreement dated August 21, 1998, between Koch Financial Corporation, as Lessor, and City of Round Rock, Texas, as Lessee Dear Sir or Madam: 309 E. Main Sweet Round Rock, Texas 78664.5246 (512) 2558877 FAX (512) 2558986 E-MAIL bunc1 ®aol.com September 15, 1998 As legal counsel to the City of Round Rock, Texas, I have examined the following: (a) an executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated August 21, 1998, and Exhibits thereto ( "Agreement "), by and between Koch Financial Corporation ( "Lessor ") and the City of Round Rock, Texas ( "Lessee "), and an executed counterpart of Schedule of Property No. 1, dated September 15, 1998 ( "Schedule "), by and between Lessor and Lessee which, among other things, provides for the lease with option to purchase to the Lessee of certain property listed in the Schedule ( "Equipment "); (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule; and (c) such other opinions, documents, and matters of law as I have deemed necessary in connection with the following opinion. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule are herein referred to collectively as the "Lease." Based on the foregoing, I render the following legal opinion: (1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State of Texas, and has a substantial amount of one of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, or (c) police power; (2) Lessee has the requisite power and authority to lease and acquire the Equipment with an option to purchase and to execute and deliver the Lease and to perform its obligations under the Lease; C: \TRXT \LTRXOCN.WPU /j kg AUSTIN OFFICE 1400 Franklin Plata, 111 Congrea Avenue, Austin, Texas 76701-4043 (512) 472-5456 Fax (512) 479 -1011 DALLAS OFFICE 300 C.Qent Court Suite 140A Dallas, Texas 75201.6929 (214) 9996120 Fax (214) 999.6170 HOUSTON OFFICE 1300 Wortharn Tower. 2727 Allen Parkway, Houston, Texas 770192100 1713) 529.300 Fax (713) 5256295 LONGVIEW OFFICE 220 Energy Centre, 1127 Judson Road P.O. 133x 5999, inngvlew, Texas 756063999 (903) 2369920 Fax (903) 236$767 (3) The Lease has been duly authorized, approved, executed, and delivered by and on behalf of Lessee, and the Lease is a valid and binding obligation of Lessee enforceable in Williamson County, Texas, in accordance with its terms; (4) The authorization, approval, execution, and delivery of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and (5) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment thereunder. All capitalized terms herein shall have the same meanings as in the Lease unless otherwise provided herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax - exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. Very truly yours, BROWN M$CARROLL SHE o S & CROSSFIELD Stephan L. I.heets, City Attorney 309 East in Street Round Rock, Texas (512) 255 -8877 (512) 255 -8986 [fax] 78664 City of Round Rock 221 East Main Street Round Rock, TX 78664 -5299 ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE Re: Master Equipment Lease/Purchase Agreement dated September 23, 1998, Schedule of Property No. 1 dated September 23, 1998 This certificate confirms and affirms that the Equipment described in the Agreement referenced above is essential to the functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Such Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority. 1. Is the Equipment new, upgrade, additional or replacement? New and replacement 2. If replacement, how old is the existing equipment? Backhoe - approximately eight years old Crown victorias - three to four years old 3. Please fully explain the use of the Equipment including any specific department which may be its primary user. Backhoe - Street Department Crown Victorias - Police Department 4. If the Equipment is computer hardware or software, on what hardware will the software run and is the existing hardware owned or being leased? 5. From which fund will lease payments be made? General 13 6. Will any loan or grant monies be used to make lease payments? No Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary pefiod. Signature: Name: Title: aEs Cuc.PPPPoei m A y<OR. Please return this certificate with complete copies of your two most recent audited financial statements so we may begin our credit review process. Thank you. 14 09/01/98 10:00 FAX 512 491 2404 TRL -IRP UNDERWRITING Contract Number: 3127 Member: City of Round Rock 221 E Main St. Round Rock, Texas 78664 Company Affording Coverage: Texas Municipal League Intergovernmental Risk Pool Certificate Holder: Yes Koch Financial Corporation Loss Payee X and /or Its Assigns 4111 East 37th St. North Wichita, KS 67220 No 43002 Certificate of Coverage This 19 to certify that contracts of coverage listed below have been issued to the timber and are in ectattbis time. Notwithstanding any requir , or conditions of any contracts or other documents pect to which this certificate may be issued or may pertain, the coverage afforded by the contracts described herein is subject to all the terms, exclusions and additions of such contracts. Coverage is continuous until cancelled. Texas Municipal League Intergovernmental Risk Pool P.O. Box 149194 Austin, Texas 78714 -9194 (512) 491 -2300 or (800) 537 -6655 Fax (512) 491 -2404 p;IIT.f)�O�TS.1: ". •.:. Limits of Liability Deductible Per Occurrence 5 1,000.000 2,500 Each Occurrence Effective Date Anniversary Date 10/01/97 10/01/98 ANMAGE ACV or Stated Amount as indicated $ 2,500 Effective Date $ 2,500 Anniversary Date 10/01/97 10/01/98 Limits of Liability Collision Deductible Comprehensive Deductible lir1AKE ... ]TiR 1998 1998 1998 1998 1998 1998 1998 Ford Ford Ford Ford Ford Ford Ford lvlt�t:. Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria 1708 1709 1728 5197 5195 5194 5196 ACV ACV ACV ACV ACV ACV ACV ASSET NUMBER 980854 980855 980904 980856 980880 980883 980905 Cancellation: Should any of the above described coverages be cancelled before the anniversary date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company. Date Issued: Authorized Representative: X121 7/25/96 09/01/98 10:00 FAX 512 491 2404 Owner /Lessor Address City, State & ZIP TMI -IRP UNbERWRJNG This endorsement forms a part of the DedaratIons to which attached, effective on the inception date of the coverage unless otherwise stated herein, and clarifies such coverage as is afforded by the provisions of the coverage shown below: AUTOMOBILE LIABILITY Entity Name Round Rock Contract No. 3127 Effective Date 09/01/98 fig nos It is hereby understood that pursuant to Part IV -A., Section 11, paragraph D., of the Liability Coverage Document, it is understood that coverage is extended to the owner or lessor as set forth below for the hereinafter described automobiles because coverage for such owner or lessor is required by contract, However, coverage is only extended to such owner or lessor with respect to liability arising out of the operation, use, loading, unloading, or maintenance of the hereinafter described automobiles. Koch Financial Corporation and /or Its Assigns 4111 East 37th St North Wichita, KS 67220 Designation or Description of Leased Automobile(s) Year Make/Model ID Value 1998 Ford/Crown Victoria 1708 ACV 1998 Ford /Crown Victoria 1709 ACV 1998 Ford/Crown Victoria 1728 ACV 1998 Ford/Crown Victoria 5197 ACV 1998 Ford /Crown Victoria 5195 ACV 1998 Ford /Crown Victoria 5194 ACV 1998 Ford /Crown Victoria 5196 ACV TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL 10L201 01/30/97 00/01 /08 10:00 FAX 312 401 2404 T11L -IRF UNDERWRITING, - -. �.� .-... • . �.-- .._.�. r 3 This endorsement forms a pan of the Declarations to which attached, effective on the inception date of the coverage unless otherwise stated herein, and modifurs such self - insurance as is afforded by the provisions of the coverage shown below: AUTOMOBILE PHYSICAL DAMAGE Entity Name Round Rock Contract No. 3127 Effective Date 09/01/98 0004 Loss or damage to the automobile(s) described in this endorsement shall be paid as interest may appear to the fund member and the loss payee named below. The interest of the Loss payee shall not become invalid because of acts or omissions of the fund member. However, the Fund reserves the right to cancel this self - insurance as permitted by the Interlocal Agreement and the cancellation will terminate this agreement as to the loss payee's interest. The Fund will give the same advance notice of cancellation to the loss payee as is given to the fund member. In the event the Fund pays the loss payee the Fund shall, to the extent of payment, be subrogated to the loss payee's right of recovery. Loss Payee Name Koch Financial Corporation and/or Its Assigns Address 4111 East 37th St. North City, State Zip Wichita, KS 67220 Designation or Description of Automobile(s) Year Make/Model ID Value 1998 Ford/Crown Victoria 1708 ACV 1998 Ford /Crown Victoria 1709 ACV 1998 Ford/Crown Victoria 1728 ACV 1998 Ford /Crown Victoria 5197 ACV 1998 Ford /Crown Victoria 5195 ACV 1998 Ford /Crown Victoria 5194 1998 Ford /Crown Victoria 5196 ACV TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL EL202 01730/97 09/01/98 10:01 FAX 512 491 2404 Certificate of Coverage This is to certify that facts of coverage listed below have been issued to the member and are In effect respect t this to which the terms or conditions of any contracts or otter docuu9ents time. Not is c e er andivg any � tif[cate tttay be issued or ms pertain, the coverage is continuous until cancelled. afforded by the contracts described hers is subject to all the teams, exclusions and additions of such contracts. Coverage Contract Number: 3127 Member: City of Round Rock 221 E Main St Rotmd Rock, Texas 78664 'M AL AND 'P T .ONiLPROPER` Y" Limits of Coverage $ Deductible Per Occurrence $ MOBII:EBOki 'MEg . Limits of Coverage $ Deductible Per Occurrence . $ Per Accident Limit • $ Deductible Per Occurrence $ RE: 1998 John Deere, Model 310SE Serial #7473 Value $66,287 TIL - IRP UNDDRRIT1Ng 2,164,171 2,500 Effective Date Anniversary Date Effective Date Anniversary Dare Company Texas Municipal League Affording Intergovernmental Risk Pool Coverage: P.O. Box 149194 Austin, Texas 78714 -9194 (512) 491 -2300 or (800) 537 -6655 Fax (512) 491 - 2404 Effective Date Anniversary Date Cancellation: Should any of the above described policies be cancelled before the anniversary date thereof. the issuing company will endeavor to mail 30 days written notice CO the above named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company. Date Issued: 09/01/98 Authorized Representative: Texas Municipal League Intergovernmental Risk Pool 10/01/97 10/01/98 Zoos Yes No Certificate Holder: Mortgagee X Koch Financial Corporation X and /or Its Assigns Loss Payee 4111 East 37th St, North Loan Number Wichita, KS 67220 xtos 7(25/56 09/01/98 10;01 FAX 612 491 2404 TML -IRP UNDERWRITLG 'This endorsement forms a part of the Declarations to which attached, effective on the inception dale of the coverage unless otherwise stated herein, di� such self - insurance as is afforded by the provisions of the coverage below SPECIAL FORM PROPERTY COVERAGE Entity Name Round Rock Entity ID : 3127 Effective Date : 09/01/98 It is understood and agreed that loss or damage to the mobile equipment described in this endorsement shall be paid as interest may appear to the person or organization named below. Loss Payee Name Koch Financial Corporaion and/or Its Assigns Address 4111 East 37th St. North City, State /ZIP Wichita, KS 67220 The most we will pay for any loss to the described equipment is the lesser of: 1. the value indicated below, or, 2. the replacement cost or actual cash value of the equipment, based on the valuation method selected by the member, minus the applicable deductible. Designation or Description of Equipment Year Model /Make ID Value 1998 John Deere /310 SE 7473 $66,287 TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL EP301 0113197 Fonn 8038 -G (Rev. May 1995) Degererseg Mthe Treasury stuns Revenue aerie Reporting Authority 1 Issuer's name City of Round Rods 3 Number and street (or P. O. box if mail is not deAvered to Street address) 221 East Mali Street 5 qty, town, or post office, state, and ZIP code Round Rock TX 78664 -5299 7 Name of Issue Part II Information Return for Tax - Exempt Governmental Obligations Do- Under Memel Revenue Code section 149(0) 10- Bee separate Instructions. (Note: Use Form $03$ -GC 8 the issue prim is under $100,000.) Type of Issue (check applicable box(es) and enter the issue price) Education (attach schedule -see instructions) 10 0 Health and hospital (attach schedule -see instructions) 11 0 Transportation 12 D Public safety 13 ❑ Environment (including sewage bonds) 14 ❑ Housing 15 Utilities 16 ® Other. Describe (see instructions) ► 17 If obligations are tax or other revenue anticipation bonds, check box ► ❑ Ei 9 18 If obligations are In the form of a lease or installment sale, check box Part III Description of Obligations a) Maturity Date (e) (d (a) Interest Rale Issue Prise Staled Redemption price at maturity 19 Final Maturity 20 Entire Issue $ 250,000.00 Uses of Proceeds of Bonds 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 costs (including underwriters' discount) 24 Proceeds used for credit enhancement 25 Proceeds allocated to reasonably require reserve or replacement fund 26 Proceeds used to currently refund prior issues 27 Proceeds used to advance refund prior issues 28 Total (add lines 23 through 27) 29 Nonrefunding proceeds of the issue (subtract line 28 from line 22 and enter amount here) Description of Refunded Bonds (Complete this part only for refunding bonds.) 30 Enter the remaining weighted average maturity of the bonds to be currently refunded. 31 Enter the remaining weighted average maturity of the bonds to be advanced refunded. 32 Enter the last date on which the refunded bonds will called.. 33 Enter the dates(s) the refunded bonds were issued ► Part V Part VI Please Sign Here Miscellaneous 27 (d Weighted average maturity 3 Years 34 Enter Me amount of the state volume cap allocated to the issue under section 141 (b)(5) . 35 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(13)(i)(111) (small issuer exception) . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions. . . b Enter the final maturity date of the guaranteed investment contract .. ► 37a Pooled finandngs: a Proceeds of this issue that are to be used to make loans to other governmental units b If this issue i5 a loan made from the proceeds of another tax- exempt issue, check box issuer ► and the date of the issue ► 38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 39 If the issuer has identified a hedge, check box If Amended Return. Check here ■ • Under penalties of perjury. I declare that I have examined this realm and accompanying Schedules and statements. and to the best of my knowledge and belief, they 91e due, correct, and complete. 6453 OMB No. 1545-0720 1 7f e reg �, on Roonslsulte 4 Report number G19 -Q8 6 Date of Issue 1998-09 -15 00:00:00.000 8 CUSIP number 9 29 ► ► 34 (9) Net Interest cost years years ► ❑ and enter the name of the 9i CHA€LC5 e-t4L1,61Y6e, tY►Ayeg, issuers authorized represen Date Type or print name and rue For Paperwork Reduction Act Notice, see page 1 of the Instructions. Cat. No. 63773S Form 8038 - G (Rev. 5 'US. Government Printing office: 1995- 397 -095120109 DR 3a. KedatrillaCiall f'r�v.Onit:on 1 �� Je. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MARLIN DRESS 41 8 37th SL North CITY Wichita STATE COUNTM POSTAL CODE 1CS ,1.S.A 67220 FINANCING STATEMENT — FOLLOW eISTRUCTIONa CAREFULLY This Roaming Stetenwnt Is pow tad for Bate plrwr .t loth. Uniform Con mwrold Cade d wIl remain affective. with arta*. e00tadorle. for S veers f rarn deer of flag. Is A. NAME & TEL. 1 OF CONTACT AT FILER IoptIsawI) RUNG OFFICE ACCT.* (opdonae C. RETURN COPY TO: Wane end Maig Adiwq D.OPTIONAL DESIGNATION [If epyll[.blel: ILESSORAESSEE I I CONSIGNORICONSIGNEE I JNON - UCC FILING 1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name 11 a or 15) 1a. Ec` oI Rock 1b. INDIVIDUAL'S UST NAME AIUr{{iADQf1ES3M^` Street .S. OR TAX 1.0.2 OPTIONAL 11 e. TYPE OF ENTITY ADD'NL INFO RE ENTITY DEBTOR' FIRST NAME CI Rp TY �� Rock Round Rock 1f. ENTITY'S STATE OR COUNTRY OF ORGANIZATION MIDDLE NAME STATE TX COUNTRY USA n OR la. Id. 2. ADDITIONAL DEBTOR S EXACT FULL LEGAL NAME - Insert only one debtor name [2a or 2b1 2a. ENTITY'S NAME 25. INDIVIDUAL'S LAST NAME MAIUNG ADDRESS .S. OR TAX TOM OPTIONAL 12e. TYPE OF ENTITY ADD'NL INFO RE ENTRY DEBTOR FIRST NAME CITY 21.ENTITY'S STATE OR COUNTRY OF ORGANIZATION MIDDLE NAME STATE COUNTRY POSTAL C 2.. ENTRY'S ORGANIZATIONAL I. n OR 2c. 2d. 3. SECURED PARTY'S (ORIGINAL SIP of ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only on, secured party name 13a or 3b) 4. This FINANCING STATEMENT coyers the following type el item of property: 5. CHECK Box 13 �KahFinenadCaperatioa 411113 37th Street North Wits, 67220 1 L J Meader Equipment I.eaee'Pordai ere Ag eemem dated September 15, 19% end Schedule of Property No. 1 dated September 15, 19911 by and between Debtor and Sealed Pasty. Equipment as dieted: Seven (7) Police Vehicles. bled This FINANCING STATEMENT is signed by the Secured Party irvteed of the Debtor to perfect • security inteert I.1 in collateral .beady subject to a .aaunt5 interest In anothe)url.dledon when It was brought Into Mi. state. or when the ...t or oca ion was changed to this .Tale, or (01 in accordance with other .Tauten provision. I.dditloml data may be reeulredl u _ P-27- - CNA/ec e5 ecrcpepee /7 yore. (11 FILING OFFICER COPY— NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV. 12/18/95) THIS SPACE FOR USE OF FILING OFFICER SUFFIX POSTAL CODE .� 78664 -5299 1g. ENTITY'S ORGANIZATIONAL I.D.Y, it any NONE SUFFIX ODE 7. If Mad in Florida (check one) D.I, if any NONE n D : rsne,Mrr Dos toy .tang «pee nt« ep gable e.n This FINANCING STATEMENT i• to be tiled [/or record) Mr recorded) in the REAL ESTATE RECORDS Attach Addendum [il applicable) 9. Check to REQUEST SEARCH CERTIFICATES)) on Deblo,1.1 [ADDITIONAL FEE) loptlonaIl All Debtors np•btor 1 nlhbtor 2 REORDER FROM Regiatre, Inc. TIE PIERCE ST IE 0 SOY 218 AWOKE. NEN 3.6303 Pursuant to the Master Equipment Lease /Purchase Agreement dated September 23, 1998 (the "Agreement"), Schedule of Property No. 1, dated September 23, 1998 , between Koch Financial Corporation (the "Lessor") and City of Round Rock (the "Lessee"), Lessee hereby acknowledges the obligations to make Payments promptly when due, in accordance with Exhibit A -2 to the Agreement. 1. RECEIPT OF INVOICE: All invoices should be mailed to: City of Round Rock 221 E. Main Street Round Rock, TX 78664 ADDRESS ATTENTION: TEL. NO. ( 512) 218 - 5400 2. APPROVAL: Invoices are approved for payment by: Assistant Finance Director Address same as above ADDRESS ATTENTION: TEL. NO. (512 ) 218 -5400 Accounts Payable INVOICING INSTRUCTIONS 3. ACCOUNTS PAYABLE: Checks are processed and mailed by: Payment will be wired on or before Due Date. Please provide wiring instructions. ADDRESS ATTENTION: TEL. NO. ( 512) 218 -5400 PROCESSING TIME DAYS PROCESSING TIME DAYS PROCESSING TIME 30 DAYS 15 4. OTHEa (if needed): LESSEE City of Ro By: Title: Date: ADDRESS ATTENTION: TEL. NO. ( ) PROCESSING TIME DAYS 5. PURCHASE ORDER NUMBERS: Invoices require purchase order numbers: Yes No xx The current purchase order number is: Purchase order numbers change annually: Yes No xx Processing time for new purchase orders: % : R. ck p A/D 9 - 9 16 Taxas Department of Transportation *.TITLE CORRECTION RECEIPT COUNTY: WILLIAMSON STICKER NO: PLATE NO: 740574 DOCUMENT NO; 24600336051092817 OWNER NAME AND ADDRESS CITY OF ROUND ROCK 221 E MAIN S7 ROUND ROCK. TX 78664 VEHICLE IDENTIFICATION ND: 2FAFP71W3WX135197 VEHICLE CLASSIFICATION: PASS YR /MAKE: 1998 /FORD MODEL: CVP BODY STYLE: 4D UNIT N0: EMPTY WT: 4000 CARRYING CAPACITY: 0 GROSS WT: 4000 TONNAGE: 0.00 TRAILER TYPE: BODY VEHICLE IDENTIFICATION N0: TRAVEL TRIP LENGTH: 0 PREY OWNER NAME: PHILPOTT MOTORS INC PREV CITY /STATE: PORT NECHES, TX INVENTORY ITEM(S) YR VEHICLE RECORD NOTATIONS ACTUAL MILEAGE EXEMPT ODOMETER PFADTNG: 16 BRAND: A OWNERSHIP EVIDENCE: TEXAS TITLE 13T LIEN DATE: 09/14/1998 KOCH FINANCIAL CORPORATION 4111 EAST 37TH STREET NORTH WICHITA. KS 67220 2ND LIEN 3R0 LIEN 7RIGINAL :T11- 500 -RTS (DHT 1.625) (REV. 4/98) TAC NAME: DEBORAH M. HUNT DATE: 09/15/1998 EFFECTIVE DATE: 05/21/1998 TIME: 9:29AM EXPIRATION DATE: 0/0 EMPLOYEE ID: 000JUDY TRANSACTION ID: 24600336051092817 REGISTRATION CLASS: EXEMPT PLATE TYPE: EXEMPT DOUBLE PLT STICKER TYPE: FEES ASSESSED TOTAL 5 0.00 METHOD OF PAYMENT AND PAYMENT AMOUNT: AMOUNT PAID E CHANGE DUE R SALES TAX CATEGORY: SALES TAX DATE: 0 SALES PRICE R TRADE 1N ALLOWANCE R TAXABLE AMOUNT 5 SALES TAX PAID 5 OTHER STATE TAX PAID - TAX PENALTY 5 TOTAL TAX PAID A BATCH NO: 0033605101 BATCH COUNT: 6 0.00 0.'00 0.00 0.00 0,00 0.00 0 -00 0.00 0.00 THIS RECEIPT TO BE CARRIED IN ALL COMMERCIAL VEHICLES. (Texas Department of Thansportalion * TITLE CORRECTION RECEIPT COUNTY: WILLIAMSON STICKER NO: PLATE NO: 742224 DOCUMENT 110; 24620236051092159 OWNER NAME AND ADDRESS CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TX 78664 INVENTORY ITEH(S) YR VEHICLE RECORD NOTATIONS ACTUAL MILEAGE EXEMPT ODOMETER READING: 16 BRAND: A OWNERSHIP EVIDENCE: TEXAS TITLE 1ST LIEN DATE: 09/14/1998 KOCH FINANCIAL CORPORATION 4111 EAST 37TH STREET NORTH WICHITA, KS 67220 2ND LIEN 3RD LIEN 7RIGINAL /TR- 500 -RTS 1DHT 144625) (REV. 4/96) REGISTRATION CLASS; EXEMPT PLATE TYPE: EXEMPT DOUBLE FLT STICKER TYPE: TAC NAME: DEBORAH M. HUNT DATE: 09/15/1998 EFFECTIVE GATE: 06/05/1998 TIME: 9:23AM EXPIRATION DATE: 0/0 EMPLOYEE ID: CYNTHIA TRANSACTION ID: 24620236051092159 VEHICLE IDENTIFICATION NO: 2FAFP71W4WX131708 VEHICLE CLASSIFICATION: PASS YR /MAKE: 1998/FORD MODEL: CVP BODY STYLE: 40 UNIT NO: EMPTY WT: 4000 CARRYING CAPACITY; 0 GROSS WT: 4000 TONNAGE; 0.00 TRAIL TYPE: BODY VEHICLE IDENTIFICATION NO: TRAVEL TRLR LENGTH; 0 PREV OWNER NAME: PHILPOTT MOTORS INC PREY CITY /STATE: PORT NECHES, TX FEES ASSESSED TOTAL $ 0.00 METHOD OF PAYMENT AND PAYMENT AMOUNT: AM011NT PAID $ CHANGE DUE $ SALES TAX CATEGORY: SALES TAX DATE: 0 SALES PRICE $ TRADE IN ALLOWANCE $ TAXABLE AMOUNT $ SALES TAX PAID $ OTHER STATE TAX PAIO - $ TAX PENALTY $ TOTAL TAX PAID $ BATCH N0; 2023605101 BATCH COUNT: 3 0,00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00 THIS RECEIPT TO BE CARRIED IN Alt COMMERCIAL VEHICLES, 'lbXis Department of Transportation TITLE CORRECTION RECEIPT COUNTY: WILLIAMSON STICKER NO: PLATE NO: 742220 DOCUMENT NO: 24620236051090703 OWNER NAME AND ADDRESS CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TX 78664 VEHICLE IDENTIFICATION NO: 2FAFP71WXWX135195 VEHICLE CLASSIFICATION; PASS YR /MAKE: 1998 /FORD MODEL: CVP BODY STYLE: 4D UNIT NO; EMPTY WT: 4000 CARRYING CAPACITY: 0 GROSS WT: 4000 TONNAGE: 0.00 TRAILER TYPE: BODY VEHICLE IDENTIFICATION NO: TRAVEL TRLR LENGTH: 0 PREV OWNER NAME: PHILPOTT MOTORS INC PREV CITY /STATE: PORT NECHES, TX INVENTORY ITEM(S) YR VEHICLE RECORD NOTATIONS ACTUAL MILEAGE EXEMPT ODOMETER READING: 16 BRAND: A OWNERSHIP EVIDENCE: TEXAS TITLE 1ST LIEN DATE: 09/14/1998 KOCH FINANCIAL CORPORATION 4111 EAST 37TH STREET NORTH WICHITA, KS 67220 2ND LIEN 3R0 LIEN ORIGINAL VTR- 500.RTS (DHT 144625) (REV. 4/98) SAC NAME: DEBORAH M. HUNT DATE: 09/15/1998 EFFECTIVE DATE: 06/05/1998 TIME: 9 :09AN EXPIRATION DATE: 0/0 EMPLOYEE ID: CYNTHIA TRANSACTION ID: 24620236051090703 REGISTRATION CLASS: EXEMPT PLATE TYPE; EXEMPT DOUBLE PIT STICKER TYPE: FEES ASSESSED TOTAL $ 0.00 METHOD OF PAYMENT AND PAYMENT AMOUNT: AMOUNT PAID $ CHANGE DUE $ SALES TAX CATEGORY; SAL03 TAX DATE: 0 SALES PRICE $ TRADE IN ALLOWANCE $ TAXABLE AMOUNT $ SALES TAX PAID $ OTHER STATE TAX PAID - $ TAX PENALTY $ TOTAL TAX PAID $ BATCH NO: 7023605101 BATCH COUNT: 1 0,00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 THIS RECEIPT TO BE CARRIED IN ALL COMMERCIAL VEHICLES. ,Texas Department otTransportation *: TTTLE CORRECTION RECEIPT COUNTY: WILLIAMSON STICKER NO: PLATE NO: 743215 DOCUMENT NO: 24600336051092257 OWNER NAME AND ADDRESS CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK, TX 78644 INVENTORY ITEM(S) YR VEHICLE RECORD NOTATIONS ACTUAL MILEAGE EXEMPT ODOMETER READING: 12 BRAND: A OWNERSHIP EVIDENCE: TEXAS TITLE 1ST LIEN DATE: 09/14/1998 KOCH FINANCIAL CORPORATION 4111 EAST 37TH STREET NORTH WICHITA. KS 67220 2ND LIEN ?R0 LIEN ORIGINAL VTR- 500 -RTS (01-IT 144625) (REV. 4198) TAC NAME: DEBORAH M. HUNT DATE: 09/15/1998 EFFECTIVE DATE: 06/23/1998 TIME: 9:25AM EXPIRATION DATE: 0/0 EMPLOYEE ID: 000JUDY TRANSACTION ID: 24600336051092257 REGISTRATION CLASS: EXEMPT PLATE TYPE: EXEMPT DOUBLE PLT STICKER TYPE: VEHICLE IDENTIFICATION NO: 2FAFP71WXWX131728 VEHICLE CLASSIFICATION: PASS YR /MAKE: 1998 /FORD MODEL: CVP BODY STYLE: 4D UNIT NO: EMPTY WT: 4000 CARRYING CAPACITY: 0 GROSS WT: 4000 TONNAGE: 0.00 TRAILER TYPE: BODY VEHICLE IDENTIFICATION N0: TRAVEL TRLR LENGTH: 0 PREV OWNER NAME: PHILPOTT MOTORS INC PREV CITY /STATE: PORT NECHES. TX FEES ASSESSED TOTAL $ 0.00 METHOD OF PAYMENT AND PAYMENT AMOUNT: AMOUNT PAID $ CHANGE DUE 6 SALES TAX CATEGORY: SALES TAX DATE: 0 SALES PRICE $ TRADE IN ALLOWANCE $ TAXABLE AMOUNT $ SALES TAX PAID $ OTHER STATE TAX PAID - $ TAX PENALTY $ TOTAL TAX PAID 6 BATCH NO: 0033605101 BATCH COUNT: 5 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 THIS RECEIPT TO BE CARRIED IN AIL COMMERCIAL VEHICLES_ "Texas Department of Transportation * TITLE CORRECTION RECEIPT COUNTY: WILLIAMSON STICKER NO: PLATE NO: 742223 DOCUMENT NO: 24600336051091833 OWNER NAME AND ADDRESS CITY OF ROUND ROCK 221 EAST MAIN ST ROUND ROCK. TX 78664 VEHICLE IDENTIFICATION NO: 2FAFP71W6WX131709 VEHICLE CLASSIFICATION: PASS YR /MAKE: 1998/FORD MODEL: CVP BODY STYLE: 4D UNIT NO: EMPTY WT: 4000 CARRYING CAPACITY: 0 GROSS WT: 4000 TONNAGE: 0.00 TRAILER TYPE: BODY VEHICLE IDENTIFICATION NO: TRAVEL TRLR LENGTH: 0 PREV OWNER NAME: PHILPOTT MOTORS INC PREY CITY /STATE: PORT NECHES, TX INVENTORY ITEM(S) YR VEHICLE RECORD NOTATIONS ACTUAL MILEAGE EXEMPT ODOMETER READING: 16 BRAND. A OWNERSHIP EVIDENCE: TEXAS TITLE 1ST LIEN DATE: 09 /14/1998 KOCH FINANCIAL. CORPORATION 4111 EAST 37TH STREET NORTH WICHITA, KS 67220 2N0 LIEN 3RD LIEN ORIGINAL VTR - 500 -RTS (DHT 144625) (REV. 4/98) REGISTRATION CLASS: EXEMPT PLATE TYPE: EXEMPT DOUBLE PLT STICKER TYPE: FEES ASSESSED TAC NAME: DEBORAH M. HUNT DATE: 09/15/1998 EFFECTIVE DATE: 06/05/1998 TIME: 9:20AM EXPIRATION DATE: 0/0 EMPLOYEE ID: 000JUDY TRANSACTION ID: 24600336051091833 TOTAL R 0.00 METHOD OF PAYMENT AND PAYMENT AMOUNT: AMOUNT PAID 8 CHANGE DUE 8 SALES TAX CATEGORY; TALES TAX DATE: SALES PRICE 8 TRADE T11 ALLOWANCE R TAXABLE AMDUN1 '1 SALES TAX PAID T. OTHER STATE TAX PAID - R TAX 26)141. TY 8 TOTAL TAX PAID S BATCH NO: 0033605101 BATCH COUNT: 4 0.00 0.((0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 THIS RECEIPT TO BE CARRIED IN ALL COMMERCIAL VEHICLES. Department of Transportation TITLE CORRECTION RECEIPT COUNTY: WILLIAMSON STICKER NO: PLATE NO: 743216 DOCUMENT NO: 24600336051091204 OWNER NAME AND ADDRESS CITY OF ROUND ROCK 221 E MAIN ST ROUND ROCK. TX 78664 VEHICLE IDENTIFICATION NO: 2FAFP71W1WX135196 VEHICLE CLASSIFICATION: PASS YR /MAKE: 1998 /FORD MODEL: CVP BODY STYLE: 4D UNIT N0: EMPTY WT: 4000 CARRYING CAPACITY: 0 GROSS WT: 4000 TONNAGE: 0.00 TRAILER TYPE: BODY VEHICLE IDENTIFICATION N0: TRAVEL TRLR LENGTH: 0 PREV OWNER NAME: PHILPOTT MOTORS INC PREV CITY/STATE: PORT NECHES. TX INVENTORY ITEM(S) YR VEHICLE RECORD NOTATIONS ACTUAL MILEAGE EXEMPT ODOMETER READING: 15 BRAND: A OWNERSHIP EVIDENCE: TEXAS TITLE 1ST LIEN DATE: 09/14/1998 KOCH FINANCIAL CORPORATION 4111 EAST 37TH STREET NORTH WICHITA. KS 67220 2N0 LIEN 3RD L1EN ORIGINAL VTR- 500-RTS (DHT 144625) (REV. 4/9B) REGISTRATION CLASS: EXEMPT PLATE TYPE: EXEMPT DOUBLE PLI TAC NAME; DEBORAH M. HUNT DATE: 09/15/1998 EFFECTIVE DATE: 06/23/1998 TIME: 9:13AM EXPIRATION DATE: 0/0 EMPLOYEE ID: 000JUDY TRANSACTION ID: 24600336051091204 FEES ASSESSED TOTAL $ 0.00 METHOD OF PAYMENT AND PAYMENT AMOUNT: AMOUNT PAID $ CHANGE DUE $ SALES TAX CATEGORY: SALES TAX DATE: 0 SALES PRICE $ TRADE IN ALLOWANCE $ TAXABLE AMOUNT $ SALES TAX PAID $ OTHER STATE TAX PAID - $ TAX PENALTY $ TOTAL TAX PAID $ BATCH N0: 0033605101 BATCH COUNT: 3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 THIS RECEIPT TO BE CARRIED IN ALL COMMERCIAL VEHICLES. "Texas Department ofTransportation TITLE CORRECTION RECEIPT COUNTY: WILLIAMSON STICKER NO: PLATE NO: 742408 DOCUMENT NO: 24600336051085907 OWNER NAME AND ADDRESS CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TX 78664 VEHICLE IDENTIFICATION NO: 2FAFP71W8WX135194 VEHICLE CLASSIFICATION: PASS YR /MAKE: 1998 /FORD MODEL: CVP BODY STYLE: 4D UNIT NO: EMPTY WT: 4000 CARRYING CAPACITY: 0 GROSS WT: 4000 TONNAGE: 0.00 TRAILER TYPE: BODY VEHICLE IDENTIFICATION NO: TRAVEL TRL.R LENGTH: 0 PREY OWNER NAME: PHILLPOTT MOTORS INC PREV CITY /STATE: PORT NECHES. TX INVENTORY ITEMS) YR VEHICLE RECORD NOTATIONS ACTUAL MILEAGE EXEMPT ODOMETER READING: 16 BRAND: A OWNERSHIP EVIDENCE: TEXAS TITLE 1ST LIEN DATE: 09/14/1998 KOCH FINANCIAL CORPORATION 4111 EAST 37TH STREET NORTH WICHITA. KS 67220 2ND LIEN 3RD LIEN )RIGINAL TR.500 -RTS (DHT 144525) (REV 4/98) TAC NAME: DEBORAH M. HUNT DATE: 09/15/1998 EFFECTIVE DATE: 06/09/1998 TIME: 9:01AM EXPIRATION DATE: 0/0 EMPLOYEE ID: 000JUDY TRANSACTION ID: 24600336051085907 REGISTRATION CLASS: EXEMPT PLATE TYPE: EXEMPT DOUBLE PLT STICKER TYPE: FEES ASSESSED TOTAL 6 0.00 METHOD OF PAYMENT AND PAYMENT AMOUNT: AMOUNT PAID 6 CHANGE DUE $ SALES TAX CATEGORY: SALES TAX DATE: 0 SALES PRICE $ TRADE IN ALLOWANCE 6 TAXABLE AMOUNT 6 SALES TAX PAID $ OTHER STATE TAX PAID - $ TAX PENALTY $ TOTAL TAX PAID 6 BATCH N0: 0033605101 BATCH COUNT: 2 0.00 0.00 0,00 0.00 0.00 0.00 0. 0,00 0,00 THIS RECEIPT TO BE CARRIED IN ALL COMMERCIAL VEHICLES. WHEREAS, the City of Round Rock, Texas (the "Issuer ") is a home -rule City of the State of Texas; and WHEREAS, the Issuer expects to pay expenditures in connection with acquiring certain vehicles and equipment (the "Property ") prior to the issuance of obligations to finance the Property; and WHEREAS, the Issuer finds, considers, and declares that the reimbursement of the Issuer for the payment of such expenditures will be appropriate and consistent with the lawful objectives of the Issuer and, as such, chooses to declare its intention, in accordance with the provisions of Section 1.150 -2 of the Treasury Regulations, to reimburse itself for such payments at such time as it issues obligations to finance the Property; Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, RESOLUTION NO. R- 97- 10- 23 -10C That the Issuer reasonably expects to incur debt, as one or more separate series of various types of obligations, with an aggregate maximum principal amount equal to $475,000 for the purpose of paying the costs of the Property. II. That all costs to be reimbursed pursuant hereto will be capital expenditures. No tax - exempt obligations will be issued by the Issuer in furtherance of this Resolution after a date which is later than 18 months after the later of (1) the date the expenditures are paid or (2) the date on which the property, with -\ WPDOCS \RESOLDrZ \R-S71021C.WPD /acg respect to which such expenditures were made, is placed in service. III. The foregoing notwithstanding, no tax - exempt obligation will be issued pursuant to this Resolution more than three years after the date any expenditure which is to be reimbursed is paid. The City Council hereby finds and declares that written notice of the date, hour, place and subject of:the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 23th day of October, 1997. ATTEST: /y7.44Q1 (GM- E LAND, City Secretary 2. IV. CHARLES CULPEPP� )yam" C R, Mayor City of Round Rock, Texas RESOLUTION NO. R- 97- 08- 27 -10D1 WHEREAS, the City of Round Rock has duly advertised for bids to lease /purchase various equipment for use by the City, and WHEREAS, Koch Financial Corp. 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 Koch Financial Corp., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City, subject to the City Manager's and City Attorney's approval of the final language and terms, a financing program agreement with Koch Financial Corp., to lease /purchase various equipment, a copy of said agreement being attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 27th day of Augus XASW OC9 \RRSOIAR \RROR]YOI.YVO /Reg LAND, City Secretary CHARLES CULIPEPPER, Mayor City of Round Rock, Texas RESOLUTION NO. R- 97- 08- 27 -10D1 WHEREAS, the City of Round Rock has duly advertised for bids to lease /purchase various equipment for use by the City, and WHEREAS, Koch Financial Corp. 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 Koch Financial Corp., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City, subject to the City Manager's and City Attorney's approval of the final language and terms, a financing program agreement with Koch Financial Corp., to lease /purchase various equipment, a copy of said agreement being attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 27th day of Augus // 1� 9,fy6��,1 CHARLES / / CUI/PEPPER, Mayor City of Round Rock, Texas TEST: e 44/11 d.ANNE LAND, City Secretary R: \WPDOCS \RESOLUTI \R00027D1 .WPD /scg 1114 KOCH FINANCIAL CORPORATION This Master Equipment Lease/Purchase Agreement dated as of August 21, 1998, and entered into between Koch Financial Corporation, a Kansas Corporation ( "Lessor"), and City of Round Rock, a body corporate and politic existing under the laws of the State of TX ( "Lessee "). WITNESSSETH: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT Ntonmaz [Ann WHEREAS, Lessee desires to lease from Lessor certain equipment described in each Schedule, subject to the terms and conditions of and for the purposes set forth in each Lease; and WHEREAS, the relationship between the parties shall be a continuing one and items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the patties hereto and as otherwise provided herein; and WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the Schedules hereto for t purposes set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE 1 Section 1.01. Definitions. The following terns will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to the Agreement pursuant to Section 13.05. "Code" means the Internal Revenue Code of 1986, as amended. "Commencement Date" for each Lease, is the date when Lessee's obligation to pay rent commences under such Lease, which date shall be the earlier of (i) the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.01, or (ii) the date on which sufficient moneys to purchase the Equipment listed in such Lease are deposited for that purpose with an escrow agent. "Equipment" means the property listed in each of the Leases and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article X. Whenever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment. Date. "Event of Default" means an Event of Default described in Section 12.01. "Lease" means a Schedule and the terns of this Agreement which are incorporated by reference into such Schedule. Each Schedule shall constitute a separate and independent Lease. "Lease Term" for each Lease means the Original Term and all Renewal Terms therein provided and for this Agreement means the period from the date hereof until this Agreement is terminated. "Original Tenn" means the period from the Commencement Date for each Lease until the end of the fiscal year of Lessee in effect at such Commencement "Purchase Price" means, with respect to the Equipment listed on a Lease, the amount that Lessee may pay to Lessor to purchase such Equipment in accordance with Section 10.01. "Renewal Terms" means the renewal terms of each Lease, each having a duration of one year and a term coextensive with Lessee's fiscal year. "Rental Payments" means the basic rental payments payable by Lessee under each Lease pursuant to Section 4.01. "Schedule" means each separately numbered Schedule of Equipment, substantially in the form of Exhibit A hereto, together with a Rental Payment Schedule attached thereto substantially in the form of Exhibit A -1 hereto. "State" means the state in which Lessee is located. "Vendor" means the supplier or manufacturer of the Equipment as well as the agents or dealers of the manufacturer or supplier from whom Lessor purchased or is purchasing such Equipment. ARTICLE II Section 2.01. Representations end Covenants of Lessee. Lessee tapreonnts, covenants and "tenants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and each Lease and the transactions contemplated hereby and to perform all of its obligations hereunder and under each Lease. (b) Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred to ensure the validity and enforceability of this Agreement and each Lease. (c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. (d) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. (e) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in each Lease. (f) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority. (g) Lessee will annually 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 each Lease as may be requested by Lessor. (h) Lessee has an immediate need for the Equipment listed on each Schedule and expects to make immediate use of the Equipment listed on each Schedule. Lessee's need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish in the foreseeable future including the maximum Lease Term applicable to such item. ARTICLE 111 Section 3.01. Lease of Equipment. Upon the execution of each Lease, Lessor demises, leases, transfers, and lets to Lessee, and Lessee acquires, rents, leases and hires from Lessor, the Equipment in accordance with the terms thereof. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Tenn for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the next Renewal Term unless Lessee shall have terminated such Lease pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Tern shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. Section 3.02. Continuation of Lease Term. Lessee currently intends, subject to Section 3.03, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the maximum Lease Term of each Lease can be obtained. Section 3.03. Lease of Equipment. Upon the execution of each Lease, Lessor demises, leases, transfers, and lets to Lessee, and Lessee acquires, rents, leases and hires from Lessor, the Equipment in accordance with the terms thereof. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Original Tern or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Tenn until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the next Renewal Term unless Lessee shall have terminated such Lease pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Tenn shall be the same as the terns and conditions during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. Section 3.04. Conditions to Lessor's Performance Under Leases. As a prerequisite to the performance by Lessor of any of its obligations pursuant to any Lease, Lessee shall deliver to Lessor the following: (a) A Municipal Certificate executed by the Clerk or Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C, completed to the satisfaction of Lessor. (b) An opinion of counsel to Lessee in substantially the form attached hereto as Exhibit D respecting such Lease and otherwise satisfactory to Lessor. (c) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time. (d) Such other items, if any, as are set forth in such Lease or are reasonably required by Lessor. This Agreement is not a commitment by Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion. Lessee will cooperate with Lessor in Lessor's review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information conceming the financial status of Lessee and other matters related to Lessee. 2 ARTICLE IV Section 4.01. Rental Payments. Lessee shall promptly pay Rental Payments. exclusively from legally available funds, in lawful money of the United States of America to Lessor on the dates and in such anrotmts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental Payment not paid on the date such payment is due at the rate of 12% per annum or the maximum amount pc n stted by law, whichever is less, from such date. Rental Payments consist of principal and interest payments as mote fully detailed on each Schedule, the admen on which begins to accrue as of the Effective Date for each such Schedule. Section 4.02. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein or in a Lease constitute a pledge of the general tax revenues, funds or moneys of Lessee. Section 4.03. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED IN SECTION 3.03, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET -OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIPMENT TO BE DELIVERED OR INSTALLED ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. ARTICLE V Section 5.01. Delivery, Installation and Acceptance of Equipment. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified in the Leases and pay any and all delivery and installation costs in connection therewith. When the Equipment listed in any Lease has been delivered and installed, Lessee shall immediately accept such Equipment and evidence said acceptance by executing and delivering to Lessor an acceptance certificate M the form attached hereto as Exhibit!). Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have, hold and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in the related Lease. Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be moved from the location specified for it in the Lease on which such item is listed without Lessor's consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights under the related Lease. Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair and working order. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. Upon the request of Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor. ARTICLE VI Section 6.01. Title to the Equipment. Upon acceptance of the Equipment under a Lease by Lessee, title to the Equipment shall vest in Lessee subject to Lessor's rights under the Lease; provided that title shall thereafter immediately and without any action by Lessee vest in Lessor, and Lessee shall immediately surrender possession of the Equipment to Lessor, upon (a) any termination of the applicable Lease other than termination pursuant to Section 10.01 or (b) the occurrence of an Event of Default. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such transfer. Section 6.02. Security Interest. To secure the payment of all of Lessee's obligations under each Lease, upon the execution of such Lease, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment applicable to such Lease and on all proceeds therefrom. Lessee agrees to execute such additional documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest and the security interest of any assignee of Lessor in the Equipment. Section 6.03. Personal Property. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Upon the request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. ARTICLE VII Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by each Lease. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during each Lease Term. 3 Section 7.02. Insurance. At its own expense, Lessee shall during each Lease Term maintain (a) casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the then applicable Purchase Price of the Equipment, (b) liability insuance that protects Lessor from liability in all events in form and amount satisfactory to Lessor and (c) workers' compensation coverage as required by the laws of the State; provided that, with Lessor's prior written consent, Lessee may self-insure against the risks described in clauses (a) and (b). Lessee shall fbmish to Lessor evidence of such self - insurance coverage throughout each Lease Term. Lessee shall not materially modify or cancel such insurance or self - insurance coverage without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification. Section 7.03. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order, Lessor may, but shall be under no obligation to, maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. ARTICLE VIII Section 8.01. Damage, Destruction and Condemnation. If (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by Ere or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 10.01. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of this Article, the term ''Net Proceeds" shall mean the amount remaining from the gross proceedsof any condemnation award or sale under threat of condemnation after deducting all expenses, including attomeys' fees, incurred in the collection thereof. Section 8.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pursuant to Section 10.01 purchase Lessor's interest in the Equipment and in any other Equipment listed in the same Lease. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing Lessor's interest in the Equipment and such other Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV. ARTICLE IX Section 9.01 DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO WHETHER EXPRESS OR IMPLIED, AND LESSEE ACCEPTS SUCH AS IS WITH ALL FAULTS. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF ANY LEASE OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY ITEM, PRODUCT OR SERVICE PROVIDED FOR IN ANY LEASE. Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -fact during each Lease Term, so long as Lessee shall not be in default under the related Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights or obligations of Lessor with respect to any Lease, including the right to receive full and timely payments under a Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties by Vendor of the Equipment. ARTICLE X Section 10.01. Purchase Option. Lessee shall have the option to purchase Lessor's interest in all of the Equipment listed in any Lease, upon giving written notice to Lessor at least 60 days before the date of purchase, at the following times and upon the following terms: (a) On the date of the last Rental Payment set forth in such Lease (assuming such Lease has been renewed at the end of the Original Term and each Renewal Term), if such Lease is still in effect on such day, upon payment in full of Rental Payments due on such Lease and the payment of One Dollar ($1.00) to Lessor; (b) On the Rental Payment dates specified in each Lease, upon payment in full of the Rental Payments then due under such Lease plus the then applicable Purchase Price plus $1,00 to Lessor; or (c) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee's notice to Lessor of its exercise of the purchase option upon payment in full to Lessor of the Rental Payments then due under such Lease plus the then applicable Purchase Price; provided that if the purchase date is not a Rental Payment date, Lessee shall also pay an amount equal to the portion of the interest component of the Rental Payment accrued from the immediately preceding Rental Payment date to such purchase date, computed on the basis of a 360 -day year of twelve 30 -day months. ARTICLE XI Section 11.01. Assignment by Lessor. Lessor's right, title and interest in, and to Rental Payments and any other amounts payable by Lessee under any and all of the Leases and its security interest in the Equipment subject to each such Lease, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee; provided that (a) any such assignment shall not be effective until Lessee has received written nonce, signed by the assignor, of the name and address of the assignee, and (b) any assignment shall not be effective until it is registered on the registration books. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests and property assigned pursuant to this section 11.01. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or Vendor. Assignments in part may include without limitation 4 assignment of all of Lessor's security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease. but such option does not permit the assignment of less than all of Lessor's interests in all of the Equipment listed in a single Lease. Leases hereby agrees that Lessor may, without notice to Lessee, Sett dispose of, or assign this Agreement or any particular Lease or Leases through a pool, trust, limited partnership, or other similar entity, whereby one or more interests are created in this Agreement or in a Lease or Leases, or in the Equipment listed in or the Rectal Payments under a particular Lease or Leases. Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under any Lease or any portion of the Equipment listed in each Lease may be assigned or encumbered by Lessee for any reason; except that Lessee may sublease all or part of such Equipment if Lessee obtains the prior written consent of Lessor and an opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross income for federal income purposes. Any such sublease of all or part of any Equipment shall be subject to the applicable Lease and the rights of Lessor in, to and under such Lease and with respect to the Equipment. ARTICLE X11 Section 12.01. Events of Default Defined. Any of the following events shall constitute an "Event of Default" under a Lease: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under a Lease at the time specified therein; (b) Failure by Lessee to observe and perforrn any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30 consecutive days. Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable (b) With or without terminating the Lease Term under such Lease, Lessor may enter the premises where the Equipment listed in such Lease is located and retake possession of such Equipment or require Lessee at Lessee's expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of the Equipment listed therein that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer's and attorney's fees), subject, however, to the provisions of section 3.03 hereof. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and (c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in any or all of the Equipment. Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under a Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required in this Article. Section 12.04. Application of Moneys. Any net proceeds from the exercise of any remedy under a Lease (after deducting all expenses of Lessor in exercising such remedies including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneers and attorney's fees) shall be applied as follows: (a) If such remedy is exercised solely with respect to a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment. (b) If such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due pursuant to such Leases pro rata. ARTICLE XIII 5 Section 1101. Notices. All notices, or other communications under any Lassa shall be suffcieotly given and shall be deemed given when delivered or nailed by registered mail. postage prepaid, to the parties hereto at the addresses listed below (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any assignee at its address as it appears on the registration books maintained by Leases Section 13.02. Release and Indemnification. To the extant permitted by State law, Lessee shall indenaify, protect, hold harmless, save and keep harmless Lessor from and against any and an liability, obligation, loss, claim, but and damage whatsoever, regardless of cause thereof, and an expenses in connection therewith (uncludieg. without limitation, counsel fees and expenses, penalties connected therewith imposed an Merest received) wising out of or as result of (a) the entering into of any Lease, (b) the ownership of any item of Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or retum of any item of Equipment, (d) any accident in ewmection with the operation, use, condition, possession, storage or return of any item of Equipment resulting in damage to property or injury to or death to any person, and/or (e) the result of the breach of any covenant in a Lease or any material misrepresentation contained in a Lease. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under all Leases or the termination of the Lease Term under all Lases for any reason. Section 13.03. Binding Effect Each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. References herein to "Lessor" shall be deemed to include each of is assignees and subsequent assignees from and after the effective data of each assignment as permitted by Section 11.01. Section 13.04. Severability. In the event any provision of 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 thereof. Section 13.05. Amendments. Each Lease may be amended by mutual written consent of Lessor and Lessee. Section 13.06. Execution in Counterparts. Each Lease 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. Section 13.07. Applicable Law. This Agreement and each Lease shall be governed by and construed in accordance with the laws of the Sate. Section 13.08. Captions. The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. (LESSOR) (LESSEE) Koch Financial Corporation City of Round Rock 4111 E. 37th Street North 221 East Main Street Wichita, Kansas 67220 Round Rock, TX 78664 -5299 By By Title Title (SEAL) Attest: By Title 6 SCHEDULE OF PROPERTY NO. 1 Quantity Description / Serial No. / Model No. Seven (7) Police Vehicles 3. Payment Schedule. a. b. 5. Certification as to Arbitrage. Lessee hereby represents as follows: b. c. EXHIBIT A Re: Master Equipment Lease/Purchase Agreement, dated as of August 21, 1998, between Koch Financial Corporation, as Lessor, andCity of Round Rock, as Lessee. I. Defined Terms. All terms used and not otherwise defined herein have the meanings ascribed to them in the above - referenced Master Equipment Lease/Purchase Agreement (the Agreement"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Agreement. Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A -1. Rental Payments shall commence on the date on which the Equipment listed in this Schedule is accepted by Lessee as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Agreement or the date on which sufficient moneys to purchase said Equipment are deposited for that purpose with an escrow agent, whichever is earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line to the Rental Payment Schedule). 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set fonh in the Agreement are true and correct as though made on the date of commencement of Rental Payments under this Schedule. a. The estimated total costs of the Equipment listed in this Schedule will not be less than the total Principal Portion of the Rental Payments listed in the Rental Payment Schedule. The Equipment listed in this Schedule has been ordered or is expected to be ordered within six months of the commencement of this Schedule and the Equipment is expected to be delivered and installed, and the Vendor fully paid, within one year from the commencement of this Schedule. Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Rental Payments listed in the Rental Payment Schedule, or (4) that may be used solely to prevent a default in the payment of the Rental Payments listed in the Rental Payment Schedule. d. The Equipment listed in this Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last scheduled Rental Payment listed in the Rental Payment Schedule. e. To the best of Lessee's knowledge, information and belief, the above expectations are reasonable. 6. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 7. Tax Designations and Covenants and Certificate as to Arbitrage. Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation. Lessee will use the proceeds of this Schedule as soon as practicable and with all reasonable dispatch for the purpose for which this Schedule has been entered into. No part of the proceeds of this Schedule shall be invested in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of this Schedule, would have caused any portion of this Schedule to be or become "arbitrage bonds" within the meaning of Section I03(bx2) or Section 148 of the Code and the applicable regulations of the Treasury Department. Lessee hereby designates the Schedule as a "qualified tax-exempt obligation" as defined in Section 265(bx3XR) of the Code. The aggregate face amount of all tax- exempt obligations (excluding private activity bonds other than qualified 501(0(3) bonds) issued or to be issued by Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed 510,000,000. Lessee and all subordinate entities thereof will not issue in excess of 510,000,000 of qualified tax-exempt obligations (including the Schedule but excluding private activity bonds other than qualified 501(0x3) bonds) during the Issuance Year without first obtaining an opinion of nationally recognized counsel in the area of tax- exempt municipal obligations acceptable to Lessor that the designation of the Agreement as a "qualified tax-exempt obligation" will not be adversely affected. Lessee represents and warrants that it is a governmental unit under the laws of the State with general taxing powers: the Schedule is not a private activity bond as defined in Section 141 of the Code; 95% or more of the net proceeds of the Schedule will be used for local governmental activities of Lessee; and the aggregate face amount of all tax- exempt obligations (other than private activity bonds) issued or to be issued by the Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $5,000,000. Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax - exempt bonds (including the Schedule but excluding private activity bonds) during the Issuance Year without first obtaining an opinion of nationally recognized counsel in the area of tax - exempt municipal obligations acceptable to Lessor that the excludability of the interest under the Schedule from gross income for federal income tax purposes will not be adversely affected. 7 Dated (the "Dated Date "): September 15, 1998 (LESSOR) (LESSEE) Koch Financial Corporation City of Round Rock 4111 E. 37th Stmt North 221 East Main Street Wichita, Kansas 67220 Round Rock, TX 78664 -5299 By By Title Title (SEAL) Attest: By Title Counterpart N._ of manually executed and serially numbered counterparts. To the extent that this Lease constitutes chattel paper (as defined in the Uniform Commercial Code), no security interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. L w: \kfc \doc \master texas 7/27/98 8 Payment Date Payment Amount Interest Principal Purchase 9/15/98 3115/99 2 9/15/99 3 3 /15/00 4 9 /15/00 5 3/15/01 6 9/15/01 Totals: Dated (the "Effective Date "): September 15, 1998 LESSEE City of Round Rock By Title 545,319.21 545,319.21 545,319.21 545,319.21 545,319.21 545,319.21 5271,915.26 EXHIBIT A -1 RENTAL PAYMENT SCHEDULE 56,137.50 55,175.59 54,190.06 53,180.34 52,145.83 51,085.93 521,915.26 339,181.71 340,143.62 541,129.15 542,138.87 543,173.38 544,233.28 5250,000.00 5215,034.66 5174,088.16 5132,136.44 589,154.79 545,117.95 50.00 Koch Financial Corporation 4111 E. 37th Street North Wichita, Kansas 67220 Ladies and Gentlemen EXHIBIT B ACCEPTANCE CERTIFICATE Re: Schedule of Property No. 1, dated September 15, 1998, to Master Equipment Lease1Putchase Agreement, dated as ofAugust 21, 1998, between Koch Financial Corporation, as Lessor, and City of Round Rock, as Lessee. In accordance with the Master Equipment Lease/Purchase Ag.mncut (the "Agreement "), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: (1) All of the Equipment (as such term is defined in the Agreement) listed in the above- referenced Schedule of Property (the "Schedule ") has been delivered, installed and accepted on the date hereof. ( Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. (4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. [SEAL] LESSEE City of Round Rock By: Title: Acceptance Date: 10 EXHIBIT C CERTIFICATE OF CLERK OR SECRETARY OF LESSEE L the undersigned, do hereby certify (t) that the officer of Lessee who executed the foregohig Agreement on bdidf of Lessee and whose genuineignahue appears thereon, Is the duly qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized to execute the t rngoing Agreement on behalf of Leases, and (ii) that the budget year of Lessee is front to Dated: By Title: 11 Koch Financial Corporation 4111 E. 37th Street North Wichita, Kansas 67220 Re: Schedule of Property No. 1. dated September 15, 1998, to Master Equipment Lease/Purchase Agreement dated as ofAugust 21, 1998, between Koch Financial Corporation, as Lessor, and City of Round Rock, as Lessee. Ladies and Gentlemen: M legal counsel to City of Round Rock, (the "Lessee "), 1 have examined (a) an executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated as of August 21, 1998, and Exhibits thereto by and between Koch Financial Corporation (the "Lessor") and:ity of Round Rock (the "Agreement ") and an executed counterpart of Schedule of Property No.1, dated September 15, 1998, by and between Lessor and Lessee (the "Schedule "), which, among other things, provides for the lease with option to purchase to the Lessee of certain property listed in the Schedule (the "Equipment''), (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinion. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule are herein referred to collectively as the "Lease ". (1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, or (c) police power; (2) Lessee has the requisite power and authority to lease and acquire the Equipment with an option to purchase and to execute and deliver the Lease and to perform its obligations under the Lease; (3) The Lease has been duly authorized, approved, executed, and delivered by and on behalf of Lessee and the Lease is a valid and binding obligation of Lessee enforceable in accordance with its terms; (4) The authorization, approval, execution, and delivery of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and (5) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration hoard or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment thereunder. All capitalized terms herein shall have the same meanings as in the Lease unless otherwise provided herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax- exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. Printed Name: Signature: Finn: Dated: Address: Telephone No.: Based on the foregoing, I am of the following opinion: EXIEBIT D (To be put on Attorney's Letterhead) 12 TO LESSOR: KOCH FINANCIAL CORPORATION 4111 East 37th Street North Wichita, Kansas 67220 FROM LESSEE: City of Round Rock 221 East Main Street Round Rock, TX 78664 -5299 INSURANCE COVERAGE REQUIREMENTS SUBJECT: INSURANCE COVERAGE REQUIREMENTS 1, In accordance with Section 7.02, of the Agreement, we have instructed the insurance agent named below (please fill in name, address and telephone number). 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 Koch financial Corporation and/or its assigns, as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming Koch Financial Corporation and/or its assigns as Additional Insured. OR Minimum Coverage Required: S500,000.00 per person $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability 2. Pursuant to Section 7.02 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 the statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. LESSEE: Signature Name: Title: Date: 18 Instructions for 8038 -G: On 8038 -G forms, the below described lines need to be filled out by the Lessee: 1. Line No. 2: Fill in the Lessee's EIN number. (An issuer that does not have an EIN should apply for one on Form SS -4, Application for Employer Identification Number. This form may be obtained from most IRS and Social Security Administration offices. File Form SS-4 according to the instructions on that form. If the EIN has not been received by the date of filing the 8038 -G, write "Applied for" in the space for the EIN). 2. Line No. 4: Number reports consecutively based on the filing date (not the date of issue). For example, if the issuer filed two Forms 8038 -G in the 1995 calendar year, the "report number" for the third Form 8038 -G would be "G1995 -3 ". If an issuer (e.g., a state) issues obligations through may departments or agencies, the issuer may assign a letter of the alphabet to each department or agency, and each may separately number its reports by indicating both the report number and letter (e.g., G1995 -5 -C, G1995 -2 -D). If you have any questions, please contact Lori Barnes, Sarah Rupp or Gena Lott at (800) 532 -6864. 17 Form 8038 - • Information Return for Tax - Exempt Governmental Obligations - (Rev. Wry 1995) ofUle Treasury Interne Howe re service ® Reporting Authority 1 Issuer's name City of Round Roar 3 Number and street (or P. O. box if melt is not delivered to Street address) 221 East Maki Street 5 City, town, or post office, slate, and ZIP code Round Rock TX 78864 -5299 7 Name of Issue Part II 9 10 0 11 ❑ 12 ❑ 13 0 14 ❑ 15 16 17 18 If obligations are In the form of a lease or installment sale, check box Part III 19 Final Maturity 20 Entire Issue $ 250,000.00 Uses of Proceeds of Bonds Issue (including underwriters' discount) 21 Proceeds used for accrued interest 22 Issue Pnce of entire issue (Enter amount from line 20, column (c)) 23 Proceeds used for bond issuance costs (including underwriters' discount) 24 Proceeds used for credit enhancement 25 Proceeds allocated to reasonably require reserve or replacement fund 28 Proceeds used to currently refund prior issues 27 Proceeds used to advance refund prior issues 28 Total (add lines 23 through 27) . 29 Nonrefunding proceeds of the issue (subtract line 28 from line 22 and enter amount here) . Description of Refunded Bonds (Complete this part only for refunding bonds.) 30 Enter the remaining weighted average maturity of the bonds to be currently refunded. 31 Enter the remaining weighted average maturity of the bonds to be advanced refunded. 32 Enter the last date on which the refunded bonds will called. 33 Enter the dates(s) the refunded bonds were issued ► Part V Part VI Type of Issue (check applicable box(es) and enter the issue price) Education (attach schedule -see Instructions) 9 Health and hospital (attach schedule -see Instructions) 10 Transportation 11 Public safety 12 Environment (including sewage bonds) 13 Housing 14 Utilities 15 ► 16 $ 250,000.00 ® Other. Describe (see instructions) If obligations are tax or other revenue anticipation bonds, check box Description of Obligations Miscellaneous la) Maturity Dale Do- Under 'mental Revenue Code * ctlon 149(e) 10- See separate Instructions. (Note: Use Porm 8038 -GC if the issue prke is under ;100,000.) ■ (bl ict (Ill (el Interest Rale Issue Pnce Stated Redemption Weighted prix at maturity average malurfty Room/suite 3 Years 34 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) . 35 Enter the amount of the bonds designated by the issuer under section 265(b))3))13)(i)(111) (small issuer exception) ... . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions... . b Enter the final maturity date of the guaranteed investment contract .. ► 37a Pooled financings: a Proceeds of this issue that are to be used to make loans to other govemmental units b If this issue is a loan made from the proceeds of another tax- exempt issue, check box issuer ► and the date of the issue to 38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 39 If the issuer has identified a hedge, check box Please Sign Here Ilk El Under penalties of perjury. 1 declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are Ime, correct. and complete. Issuers authorized representative For Paperwork Reduction Act Notice, see page 1 of the Instructions. Date Type or porn name and tide ',Amended Return, Check here 1 2 Issuer's employer Idendflcatlon I 4 Report number G19- 6 Date of Issue 1998 - 15 00:00:00.000 8 CUSIP number ,e Yieltl ► 6453 . OMB No. 1545-0720 29 (g) Net Interest cost years years ► ❑ and enter the name of the Cat No. 63773S Form 8038 -G (Rev. 5-95) 'U.S. Government Printing office: 1995 - 397-095120109 OR .0 ileahflatincial Corporation 3h, INDIVIDUAL'S !AST NAME FIRST NAME MIDDLE NAME SUFFIX Gc. MAILIN DDRESS 4111E 37m Nook CITY Wichita STATE COUNTRY POSTAL CODE KS J.S.A 67220 FINANCING STATEMENT — FOLLOW insTRUCrIONa CAREFULLY This Financing SN.enwrt 1. pr..ed.d far fling Kronen' tetra Ureteral Callalnr.W Cede will Xe.oR and w remain effective, with oebfn e else for a vwl. date d fling. A. NAME 8 TEL 0 OF CONTACT AT FILER loptlonap l RUNG OFFICE ACCT. r (optlonall C. RETURN COPY TO: (Nen. and M.m tg Addn..) ru ch n uncio' capon 4111 E 37th Street North Widths, KS 67220 L 1 J D.OPTIONAL DESIGNATION nil applicable: ILESSORAESSEE I CONSIGNO WCONSIGNEE I NON -UCC FILING 1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or 1b) l.. EFL _ O ISAM O E Rock 1 b. INDIVIDUAL'S LAST NAME .5. OR TAX 1.0.0 OPTIONAL 11e. TYPE OF ENTITY ADD'NL INFO RE ENTITY DEBTOR FIRST NAME CITY Round Rock If. ENTITY'S STATE OR COUNTRY OF ORGANIZATION MIDDLE NAME STAT TX COUNTRY U.S.A. 1J lg. ENTITY'S ORGANIZATIONALI. n OR lc. I d. 2. ADDITIONAL DEBTOR S EXACT FULL LEGAL NAME - insert only one debtor name 12a or 2b) THIS SPACE FOR USE OF FLING bFFICER 2a. ENTITY'S NAME 25. INDIVIDUAL'S LAST NAME MAILING ADDRESS .S. OR TAX I.D.. OPTIONAL 12e. TYPE OF ENTRY ADD'NL INFO RE ENTITY DEBTOR FIRST NAME CITY 2 /.ENTITY'S STATE OR COUNTRY OF ORGANIZATION MIDDLE NAME STATE COUNTRY POSTAL C 2g. ENTITY'S ORGANIZATIONAL I. n OR 2c. 20. 3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured parry name (3a or 3b1 4. This FINANCING STATEMENT coven the following type or Items of property: Master Car ies Agreement dated September 15,1998 std Schedule of Property No. 1 dated September 15,1998 by end between Debtor and Secured party. Equipment as bated Seven (7) polies Vehicles. 6. REcaegrontre0118 Rock I7) FILING OFFICER COPY.— NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV. 12/18/95) SUFFIX POSTAL CODE 78664 -5299 .t, if any NONE SUFFIX DE a, if an, NONE 5. CHECK Li I This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect • •ecuritY imarert 7. if filed in in Florid. (check on BOX 1•1 in sonata/al already subject toe saurlty Interest in •noth., iurlelictlen when it w.. brought Into thla lute, or when the D ocument.ny n .tm Doeumenry ep lif applicable! debtor's la.tionwe changed to this state, or (DI in apcord.nea tutory with other sta prove.. [additional des may be required) n at hip tea p.ld n tae nee applicable 8.1 Thi. FINANCING STATEMENT ie to be fill (tor record) LJ Iw recorded) In the REAL ESTATE RECORDS Attach Addendum (if applicable) 9. Cheek to REQUEST SEARCH CERTIFICATEISI on Debtor(sl (ADDITIONAL FEET loptionall I Debtors nDebtor 1 nDebtot 2 REORDER FROM ne Inc. P 0 SOX 218 COMPANY NAME KOCH FINANCIAL CORP. FORD MOTOR CREDIT NORWEST INVESTMENT SVCS. HELLER FINANCIAL INTEREST RATE 4.91% 4.93% 4.98% 5.06% TOTAL COST ON PRINCIPAL OF $250,000 $271,915 $272,006 $272,211 $272,598 SEMI- ANNUAL PAYMENTS FOR 3 YEAR PERIOD $45,319 $45,335 $45,369 $45,433 CITY OF ROUND ROCK ANALYSIS OF BIDS - EQUIPMENT LEASING FISCAL YEAR 1998 SUMMARY OF BIDS - 16 REQUESTS FOR BIDS WERE MAILED. 8 SUBMITTED BIDS 8 NON - RESPONSIVE LEASE98 DATE: August 21, 1998 SUBJECT: City Council Meeting, August 27, 1998 ITEM: 10. D. 1. Consider a resolution authorizing the Mayor to execute a lease/ purchase financing program agreement for City equipment with Koch Financial Corp. Each year the City acquires a portion of its heavy equipment and rolling stock through a tax- exempt leasing program. The recommended financing program for the current fiscal year totals $250,000, financed at an effective interest rate of 4.91 %, has a three year payback and is outlined in the operating budget. The first year repayment is included in the proposed operating budget. Staff Resource Person: Jerry Galloway, Assistant Finance Director