R-06-09-14-11C1 - 9/14/2006RESOLUTION NO. R -06-09-14-11C 1
WHEREAS, the City of Round Rock, Texas ("Lessee") proposes to
enter into a Master Equipment Lease/Purchase Agreement with Bank of
America Leasing & Capital, LLC, as lessor ("Lessor") and Lessee, as
lessee (the "Master Lease") and proposes to enter into Schedule A No.
2 thereunder to enable Lessee to finance the lease/purchase acquisition
of up to $600,000 principal amount of Equipment (as defined in Schedule
A No. 2 with the intent that the interest portion of the Rental
Payments (as defined in the Master Lease) therefor, in an amount not to
exceed 4.07% per annum, be excluded from gross income for federal
income tax purposes and, as security for such Rental Payments, Lessee
has agreed to pledge its ad valorem taxes, and to make payments, as set
forth in Schedule A No. 2, sufficient to pay both the principal and
interest portion of the Rental Payments under the Master Lease and
Schedule A No. 2.
WHEREAS, the Master Lease and Schedule A No. 2 have been
presented to this meeting, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
Section 1. The City Council agrees to enter into the Master Lease
and Schedule A No. 2 pursuant to the Master Lease in order to finance
acquisition of the Equipment in a principal amount of up to $600,000 at
an interest rate not to exceed 4.07% per annum and, in order to secure
the Master Lease and Schedule A No. 2, to pledge its ad valorem taxes,
in accordance with said Master Lease and Schedule A No. 2.
Section 2. That the Mayor is authorized to execute, acknowledge
and deliver in the name and on behalf of Lessee to Lessor the Master
Lease and Schedule A No. 2 to the Master Lease including all
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attachments, financing
Lease and Schedule A No.
this meeting with such
to be advisable.
statements and schedules thereto, such Master
2 to be in substantially the form presented to
changes as the signing officer shall determine
Further,
acknowledge and deliver
said
Mayor
in the name and
other agreement, instrument, certificate,
is authorized to execute,
on behalf of the Lessee any
representation and document,
and to take any other action as may be advisable, convenient or
necessary to enter into such Master Lease and Schedule A No. 2; the
execution thereof by the Mayor shall be conclusive as to such
determination.
Section 3. That there
is hereby authorized the continuing
execution and delivery by the Mayor in the name of and on behalf of
Lessee the Schedule A No. 2 and Attachments in substantially the form
presented to this meeting with such changes as the Mayor shall
determine advisable, and the execution thereof shall be conclusive as
to such determination.
Section 4. The Lease of the Equipment which is described in or
incorporated by reference in the Schedule A No. 2 to the Agreement is
hereby approved by the City Council. The City Manager shall be
authorized to make replacements or otherwise substitute other similar
equipment for any of the items so described or incorporated if
necessary due to inability of the Vendor to deliver an item of
equipment, so long as such substitution of any item of equipment does
not frustrate the purpose of the Lessee for which the Equipment is
being leased or result in an increase in the amount required to be paid
by Lessee for the Equipment, as provided in Section 1 hereof.
Section 5. That this Resolution shall take effect immediately.
2
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 14th day of September, 2006.
CHRISTINE R. MARTINEZ, City Sec
N y`� WE , : yor
f Round Rock, Texas
tary
3
DATE: September 6, 2006
SUBJECT: City Council Meeting - September 14, 2006
ITEM: 11.C.1. Consider a resolution authorizing the Mayor to execute a Financing
Program Agreement with Bank of America to lease/purchase various
equipment.
Department: Finance
Staff Person: Cindy Demers, Director of Finance
Justification:
Each year the City acquires a portion of its heavy equipment and rolling stock through a tax-
exempt leasing program. The financing program for the current year totals $600,000, financed at
an effective interest rate of 4.07%, has a three-year amortization and is outlined in the operating
budget. The first year repayment is included in the proposed operating budget.
Funding:
Cost:
Source of funds:
Interest costs at 4.07% ($43,451.85 total interest)
General Debt Service
Outside Resources: N/A
Background Information:
With a three-year payback, the impact on any one operating budget is minimized. Additionally,
the tax-exempt lease rates offer a very favorable cost of capital to the City. This program
permits scheduled replacement of worn equipment on a revolving basis.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
EXHIBIT A TO MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
SCHEDULE A No. 2
TO MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
by and between
BANC OF AMERICA LEASING & CAPITAL, LLC,
as Lessor
and
CITY OF ROUND ROCK, TEXAS
as Lessee
Dated as of September 29, 2006
THIS SCHEDULE A No. 2 ("ScheduleA") to the MASTER EQUIPMENT LEASE/PURCHASE
AGREEMENT identified above (the "Master Lease") is entered into as of this September 29, 2006, by and among
BANC OF AMERICA LEASING & CAPITAL, LLC, as lessor ("Lessor") and CITY OF ROUND ROCK,
TEXAS, as lessee ("Lessee"). All of the provisions of the Master Lease are incorporated herein by reference and
capitalized terms used herein and not defined shall have the meanings assigned them in the Master Lease.
1. The Master Lease and this Schedule A No. 2] jointly constitute an Agreement (this "Agreement"). Lessor
hereby leases and lets to Lessee, Lessee leases and hires from Lessor, subject to the provisions of the
Agreement, the Equipment identified below:
Item (Quantity)
Description, Make, Model Total Contract Price
(see attached]
Lessee hereby certifies that the description of the Equipment set forth above is accurate and reasonably
identifies it for UCC purposes. The Equipment identified in item 1 above shall be located at:
221 East Main Street
Street Address
Round Rock, Williamson Texas
City County State
78554
Zip Code
The following terms are applicable to the lease/purchase of the Equipment set forth in this Schedule A No.
:
Schedule A No.
ending with the
(a) Lease Term Commencement Date: The date of execution and delivery of this
2, including all attachments thereto, and the satisfaction of all conditions of the Master Lease.
(b) Lease Term: The period beginning with the Lease Term Commencement Date and
date of the final payment as set forth in the Amortization Schedule in paragraph 5 below.
(b) Lease Term Interest Rate: 4.07% (computed on the 30/360 basis)
Lessee's Fiscal Year End: September 30.
(d) Maximum Amount: The amount equal to $600,000.00.
(c)
4. Intentionally Omitted,
5. Interest on the Lease Proceeds shall accrue from the date hereof and the payment dates and Rental Payment
amounts (including the principal and interest components thereof) are as follows:
Schedule A
i-e(-o9-i..i-Ilei
Page 1
EQUIPMENT LIST
YEAR DESCRIPTION
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Crown Victoria, Police
2006 Ford Escape
2006 Ford Freestar
2006 Ford Ranger
2006 Ford Ranger
2006 Ford F-150 Pickup
2006 Ford F-150 Pickup
2006 Ford F-150 Pickup
2006 Ford F-250 C&C with Service Body
2006 John Deere Back Hoe, 410G
VIN/SERIAL NUMBER COST
2FAFP71WX6X166561
2FAFP71 W 16X 166559
2FAFP71WX6X166558
2FAFP71 W46X166555
2FAFP71 W66X 166556
2FAFP71 W 16X 166562
2FAFP71 W86X 166560
2FAFP71 W86X 166557
2FAFP71 W26X166554
2FAFP71 W06X 166553
2FAFP71 W46X 162618
2FAFP71 W26X 162617
2FAFP71 W36X159564
1 FMYU49HX7KA23741
2FMZA51677BA07228
1 FTYR 14U57PA00671
1 FTYR 14U77PA00672
1 FTRX 12W26KD62094
1 FTRX12W46KD62095
1FTRX12W06KD62093
1 FTSX20506ED91707
T0410GX958199
$31,354.07
31,354.07
31,354.07
31,354.07
31.354.07
31,354.07
31,354.07
31,354.07
31,354.07
31,354.07
22,963.07
22,963.07
32,116.07
25,314.00
16,322.00
13,427.00
13,427.00
16,289.50
16,289.50
16,289.50
22,107.75
69,173.00
TOTAL $600,222.16
AMORTIZATION SCHEDULE
(see attached)
Until Lessee receives written notification to the contrary, all payments due under the Master Lease and this
Schedule A No. 2, including but not limited to Rental Payments, are to be paid to and all notices are to be
sent to the following respective addresses:
The address for notices is:
The address for payments is:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, CA 94104
Attention: Contract Administration
Mail Code: CA5-705-04-01
City of Round Rock
221 East Main Street
Round Rock, TX 78554
Attention: Howard Baker
Banc of .America Leasing & Capital, LLC
P.O. Box 31682
Tampa, FL 33631-3682
Lessee further represents, covenants and warrants that it will not take, cause to be taken or fail to take any
action which will cause the interest component of any Rental Payments to be or become subject to federal
income taxation under the Code and that all of its representations, covenants and warranties of Lessee
contained in the Master Lease were true and accurate as of the date made, remain true and accurate as of
the date of this Schedule A No. 2 and are hereby reaffirmed.
8. Lessee shall deliver or cause to be delivered an opinion of counsel concurrently with the execution and
delivery of each Schedule A in the form of Attachment F to Exhibit A of the Master Lease and execute an
IRS Form 8038-G (or, IRS Form 8038 -GC if the Total Contract Price of the Equipment is less than
$100,000) prepared by Lessor and concurrently presented to Lessee with the execution and delivery of each
Schedule A substantially in the form of Attachment J to Exhibit A of the Master Lease. Lessor shall
deliver or cause to be delivered an opinion of counsel concurrently with the execution and delivery of each
Schedule A in the form of .Attachment G to Exhibit A of the Master Lease.
Lessee shall deliver or cause to be delivered concurrently with the execution and delivery of each
Schedule A documents in the respective forms of Attachments B through G and I through L to Exhibit A of
the Master Lease, along with invoices, MSO's and applications for titles for any vehicles to be acquired
with proceeds of the applicable Schedule A. Lessee shall deliver its Acceptance Certificate, or Acceptance
Certificates, in the form of Attachment A to Exhibit A of the Master Lease in accordance with the terms
hereof.
10. Attached hereto as Attachment A and incorporated herein by reference is an original Lessee's Acceptance
Certificate, executed by an Authorized Officer of Lessee, with respect to the Equipment identified in item 1
above. Provided, however, Lessee may deliver one or more Acceptance Certificates which shall authorize
the Lessor to pay the Purchase Price for the Equipment shown on each such Acceptance Certificate.
11. Attached hereto as Attachment B and incorporated herein by reference is an original Essential Use
Certificate, executed by an Authorized Officer of Lessee certifying the essential use of the Equipment
identified in item 1 above.
12. Attached hereto as Attachment C and incorporated herein by reference is an original Certificate of
Appropriation executed by an Authorized Officer of Lessee.
Schedule A
Page 2
13. Attached hereto as Attachment D and incorporated herein by reference is an original General Certificate,
executed by Authorized Officers of Lessee.
14. Attached hereto as Attachment E and incorporated herein by reference is an original Signature and
No -Litigation Certificate, executed by Authorized Officers of Lessee.
15. Attached hereto as Attachment F and incorporated herein by reference is an original opinion of legal
counsel to Lessee relating to the Agreement and this Schedule A No. 2. Lessor may, in its sole discretion,
waive this requirement.
16. Attached hereto as Attachment G is an original opinion of counsel to Lessor relating to the Master Lease
and tax treatment thereof.
17. .Attached hereto as Attachment H is a certified copy of the resolution of Lessee's City Council authorizing
the Master Lease and this Schedule A No. 2.
18. Attached hereto as Attachment J is an IRS Form 8038-G (or IRS Form 8038 -GC if the Total Contract Price
of the Equipment is less than $100,000) of Lessee.
19. Attached hereto as Attachment K is an original Cross -Receipt executed by an Authorized Officer of Lessee
and Lessor.
20. Attached hereto as Attachment L is an original No Arbitrage Certificate executed by an Authorized Officer
of Lessee.
IN WITNESS WHEREOF, the parties hereunto affix their signatures to this Schedule A No. 2 as of the
day and year first written above.
ATTEST:
Q
By: l�I V l�l.�! Ul� /� t1
Name: NeISTPJS
Title: ref -Ai 7 E y
(SEAL) t
Schedule A
BANC OF AMERICA LEASING & CAPITAL, LLC,
as Lessor
By:
Name: ' /VETT-E 1ilo/J1'4;1- 0 Art -o+-,
Title: ANN t
CITY OF ROU
as Lesse
By:
Na
itle. ayor
C ,TEXAS,
Page 3
EXHIBIT A TO
SCHEDULE A NO. 2
AMORTIZATION SCHEDULE
Rental Rental Rental Interest
Payment Payment Payment Portion Principal *Purchase
Date Number Amount 4.07% Portion Price
Sep -29-06 0 600,000.00
Mar -29-07 1 107,241.98 12,209.89 95,032.09 504,967.91
Sep -29-07 2 107,241.98 10,276.00 96,965.97 408,001.94
Mar -29-08 3 107,241.98 8,302.76 98,939.21 309,062.73
Sep -29-08 4 107,241.98 6,289.37 100, 952.61 208,110.12
Mar -29-09 5 107,241.98 4,235.00 103,006.97 105,103.15
Sep -29-09 6 107,241.98 2,138.83 105,103.15 0
643,451.85 43,451.85 600,000.00
*Lessee may on any rental payment date, upon 30 days notice, prepay in full all
amounts then outstanding under the Lease, including accrued interest, principal balance, other
unpaid charges, and an amount equal to 1% of the then outstanding principal balance.
For purposes of this Lease, "Taxable Rate," with respect to the interest component of
Rental Payments, means an annual rate of interest equal to 6.3491 %.
ATTACHMENT A TO SCHEDULE A NO. 2
LESSEE'S ACCEPTANCE CERTIFICATE
Part I:
THE CITY OF ROUND ROCK, TEXAS ("Lessee"), as lessee under that certain MASTER
EQUIPMENT LEASE/PURCHASE AGREEMENT dated as of September 30, 2005, and under
Schedule A. No. 2 thereto dated as of September 29, 2006 (collectively, the "Agreement"), with BANC OF
AMERICA LEASING & CAPITAL, LLC, as lessor ("Lessor") hereby acknowledges receipt in good
condition of all of the Equipment described in Part II below (the "Equipment"), hereby accepts such
Equipment and hereby certifies:
Part 11:
(a) That Lessor has fully and satisfactorily performed all covenants and conditions
to be performed by it under the Agreement with regard to such Equipment; provided, however,
that this certification does not constitute a waiver by Lessee of any rights against third parties,
including the Vendor(s) under the Purchase Agreement(s) (as such terms are defined in the
Agreement) with respect to such Equipment, which exist at the date hereof or which may
subsequently come into being; and
(b) That such Equipment is fully insured in accordance with Section 6 of the
Agreement.
The Equipment which is governed by the Agreement identified in Part I above is as follows:
Item (Quantity)
DATED:
ATTEST:
By:
Name:
Title:
Description, Make, Model Total Contract Price
[see attached)
Attachment A
Schedule A
CITY OF ROUND ROCK, TEXAS,
as Lessee
By:
Na
itl ayor
Page 1
ATTACHMENT B TO SCHEDULE A NO. 2
ESSENTIAL USE CERTIFICATE
I, the undersigned Mayor of the CITY OF ROUND ROCK, TEXAS, acting in capacity as such, hereby
certify with respect to the MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT, dated as of September
30, 2005 by and between Lessee, as lessee, and BANC OF AMERICA LEASING & CAPITAL, LLC, as lessor
("Lessor") and Schedule A No. 2, dated as of September 29, 2006, issued thereunder ("Schedule A"), that the
Equipment referenced in Schedule A shall be used for the following purpose:
Equipment to be used in normal course of day to day operations of the City's business
The undersigned hereby further certify and represent that the use of the Equipment is essential to the
proper, efficient and economic operation of the Lessee.
Dated Se. I q , 2004, ,
ATTEST:
1
By: cc
Name: LST)wOn/AieSTZ—
Schedule
Title: 7
A
Attachment B
Error! Unknown document property name.
CITY OF ROUND ROC , T
as Less
By:
yl " . well
i e: Mayor
Page 1
ATTACHMENT C TO SCHEDULE A NO. 2
CERTIFICATE OF APPROPRIATION
I, the undersigned Mayor of the CITY OF ROUND ROCK, TEXAS, ("Lessee"), hereby certify that all
Rental Payments (as defined in the Agreement) presently due under that certain MASTER EQUIPMENT
LEASE/PURCHASE AGREEMENT ("Agreement") dated as of September 30, 2005, between the Lessee and
BANC OF AMERICA LEASING & CAPITAL, LLC ("Lessor"), and Schedule A No. 2, dated as of September
29, 2006 thereunder ("Schedule A ") for the fiscal year ending September 30, 2006 are available, unexhausted,
unencumbered appropriation of unobligated funds for Lessee, representing the sum of its Rental Payment
obligations owing under the Agreement and Schedule A during such fiscal year.
IN WITNESS WHEREOF, I have set my hand this S
ATTEST:
Schedule A
Attachment C
17 ,20b(.
CITY OF ROUND ROCK, TE
as Lesse
►• --''yl-Irax -11
T e: Mayor
Page 1
ATTACHMENT H TO SCHEDULE A NO. 2
CERTIFIED COPY OF RESOLUTION ADOPTED
BY LESSEE'S CITY COUNCIL
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF ROUND ROCK
I, the undersigned Mayor of the City of Round Rock, Texas, hereby certify as follows: I'
1. The City Council of the Lessee convened in regular meeting on ''. 1J , 2004 at the
designated meeting place, and the roll was called of the duly constituted officers and members of said City Council,
to wit:
Nyle Maxwell
Rufus Honeycutt
Alan McGraw
Joe Clifford
Carlos Salinas
Scott Rhode
Ted Williamson
Mayor
Councilmember Place 1
Councilmember, Place 2
Councilmember, Place 3
Councilmember, Place 4
Councilmember, Place 5
Councilmember, Place 6
and all of said persons were present, except the following absentees: S M1'7' l2gQDF, , thus constituting a
quorum. Whereupon, among other business, the following was transacted at said Meeting: a written
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS APPROVING
LEASING OF CERTAIN EQUIPMENT AND RELATED MATTERS
was duly introduced for the consideration of said City Council. It was then duly moved and seconded that said
Resolution be adopted; and, after due discussion, said motion carrying with it the adoption of said Resolution,
prevailed and carried by the following vote:
AYES: All members of the City Council shown present above voted "Aye" except as shown below.
NOES:
ABSTAIN:
2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in
the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly
recorded in said City Council minutes of said Meeting; that the above and foregoing paragraph is a true, full and
con-ect excerpt from said City Council minutes of said Meeting pertaining to the adoption of said Resolution; that
the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and
members of said City Council as indicated therein; that each of the officers and members of said City Council was
duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid
Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and that said
Meeting was open to the public and public notice of the time, place and purpose of said Meeting was given, all as
required by Chapter 551, Texas Government Code.
3. That the Mayor of the City of Round Rock has approved and hereby approves the aforesaid
Resolution; that the Mayor and the City Secretary of said Lessee have duly signed said Resolution; and that the
Schedule A
Attachment H
Page 1
Mayor and the City Secretary of said Lessee hereby declare that their signing of this Certificate shall constitute the
signing of the attached and following copy of said Resolution for all purposes.
SIGNED AND SEALED the 14 day of Sgr", 2004 .
Christine Martinez, City Secretary �,,yA
(SEAL)
Schedule A
Attachment H
Page 2
well, Mayor
ATTACHMENT E TO SCHEDULE A NO. 2
SIGNATURE AND NO -LITIGATION CERTIFICATE
1, the undersigned Mayor of the CITY OF ROUND ROCK, TEXAS, ("Lessee"), acting
in my official capacity as such, hereby certify with respect to the MASTER EQUIPMENT
LEASE/PURCHASE AGREEMENT, dated as of September 30, 2005 (the "Master Lease") by
and between Lessee, as lessee, and BANC OF AMERICA LEASING & CAPITAL, LLC, as
lessor ("Lessor") and Schedule A No. 2, dated as of September 29, 2006 issued thereunder (the
Master Lease and Schedule A No. 2 collectively referred to as the "Agreement") as follows:
1. The Master Lease and Schedule A No. 2 have been duly and officially executed by the
undersigned with manual or facsimile signatures in the same manner appearing thereon, and the undersigned hereby
adopt and ratify his respective signatures in the manner appearing on each side of the Master Lease and Schedule A
No. 2 whether in manual or facsimile form, as the case may be, as their true, genuine, and official signature.
2. That on the date of Schedule A No. 2 and on the date hereof, I was and am the duly qualified and
acting officer indicated therein and authorized to execute the same.
3 The legally adopted proper and official corporate seal of the Lessee is impressed or imprinted on
the Master Lease and Schedule A No. 2 and impressed on this certificate.
4. No litigation of any nature is now pending before any federal or state court, or administrative
body, or to my knowledge threatened, seeking to restrain or enjoin the issuance or delivery of the Master Lease or
Schedule A No. 2, the authority or action of the City Council of the Lessee relating to the issuance or delivery of
the Master Lease or Schedule A No. 2, the collection of the revenues of the Lessee or the imposition of rates and
charges with respect to the Lessee, pledged to pay the Rental Payments on Schedule A No. 2, or that would
otherwise adversely affect in a material manner the financial condition of the Lessee to pay the Rental Payments on
the Schedule A No. 2; and that neither the corporate existence or boundaries of the Lessee nor the right to hold
office of any member of the City Council of the Lessee or any other elected or appointed official of the Lessee is
being contested or otherwise questioned.
5. That no petition or other request has been filed with or presented to any official of the Lessee
requesting any proceeding authorizing the issuance of the Master Lease or the Schedule A No. 2 adopted by the City
Council of the Lessee be submitted to a referendum or other election; no authority or proceeding for the issuance,
sale, or delivery of the Master Lease or the Schedule A No. 2, passed and adopted by the City Council of the
Lessee, has been amended, repealed, revoked, rescinded, or otherwise modified since the date of passage thereof,
and all such proceedings and authority relating to the issuance and delivery of the Master Lease or Schedule A No. 2
remain in full force and effect as of the date of this certificate.
Schedule A
Attachment E
Page 1
EXECUTED AND DELIVERED as of vg. 14, 200(2 .
(SEAL)
OFFICIAL TITLE
Mayor
BEFORE ME, on this day personally appeared the foregoing individual, known to me to be the person
whose name is subscribed to the foregoing instrument.
GIVEN UNDER MY HAND AND SEAL of office, this (Ci dayof SE
Fr`IYta , 2007„.
(NOTARY SEAL)
Schedule A
Attachment E
lJCA'1 Gt1>oGL
Not. Public, State of Texas
Page 2
ATTACHMENT D TO SCHEDULE A NO. 2
GENERAL CERTIFICATE
OF
CITY OF ROUND ROCK, TEXAS
I, the undersigned Mayor of the CITY OF ROUND ROCK, TEXAS, ("Lessee") acting in my official
capacity as such, hereby certify with respect to the MASTER EQUIPMENT LEASE/PURCHASE
AGREEMENT, dated as of September 30, 2005, (the "Master Lease') by and between Lessee, as lessee, and
BANC OF AMERICA LEASING & CAPITAL, LLC, as lessor ("Lessor") and Schedule A No. 2 issued
thereunder (the Master Lease and Schedule A No. 2 collectively referred to as the "Agreement"), as follows:
1. The assessed value of all taxable property (net of exemptions) located in the Lessee's jurisdiction,
as shown by the tax rolls for the year 2005, which have been duly approved and are the latest official assessment of
taxable property in the Lessee's jurisdiction is $5,772,790,519. The most recent maintenance tax rate of the Lessee
is $0.20890 per $100 of assessed value.
2. That the Lessee is a body corporate and politic, and was validly created and
and the Constitution of the State of Texas and is a political subdivision or governmental agency
3. That as of the date of approval of the Master Lease and Schedule A No. 1,
persons constitute the members of the City Council of Lessee:
NAME
Nyle Maxwell
Rufus Honeycutt
Alan McGraw
Joe Clifford
Carlos Salinas
Scott Rhode
Ted Williamson
TITLE
Mayor
Councilmember, Place 1
Councilmember, Place 2
Councilmember, Place 3
Councilmember, Place 4
Councilmember, Place 5
Councilmember, Place 6
exists under the laws
thereof.
the following named
4. The City Council of the Lessee duly adopted by a majority vote the Resolution Regarding
Leasing Certain Equipment (the "Resolution") authorizing and approving the entering into the Master Lease and
Schedule A No. 1 to the Master Lease, at a duly called public meeting, at which a quorum was present and acting
throughout; the Resolution is in full force and effect and has not been altered, amended or repealed as of the date
hereof; that said meeting was duly called and open to the public in accordance with the laws of the State of Texas.
5. The following described instruments (collectively, the "Instruments"), as executed and delivered
or authorized by the Lessee, are in substantially the same form and text as copies of such Instruments which were
presented to and approved or ratified by the City Council of the Lessee, and which the officers of the Lessee were
authorized to execute and deliver for and on behalf of the Lessee:
(a) Master Lease: and
(b) Schedule A No. 1 (including Attachments A through G and I through L thereto).
6. To the best knowledge of the undersigned, on the date hereof, the Lessee is not in default in the
performance or observance of any of the covenants, conditions, agreements or provisions of the Instruments.
Schedule A
Attachment D
Error! Unknown document property name.
Page 1
7. The representations and warranties of the Lessee contained in the Instruments are correct on and
as of the date hereof as though made on and as of such date,
IN WITNESS WHEREOF, we have duly executed this certificate this ) 4 , 2OO(o
CITY OF ROUND ROCK, TEXA
as Lessee
ATTEST:
By: ---- — autyLuk'
Name:
By:
m'i e ax
T. e: Mayor
Title: / y SE Cie erge y
Schedule A
Attachment D
Error! Unknown document property name.
Page 2
ATTACHMENT K TO SCHEDULE A NO. 2
CROSS -RECEIPT
With respect to the MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT, dated as of
September 30, 2005 (the "Master Lease") by and between BANC OF AMERICA LEASING & CAPITAL, LLC,
as lessor ("Lessor") and CITY OF ROUND ROCK, TEXAS, as lessee ("Lessee") and Schedule A No. 2, dated as
of September 29, 2006 to the Master Lease:
Lessor hereby acknowledges the lease to the Lessee of the Equipment listed on Schedule A No. 2 to the
Master Lease and receipt from Lessee of Schedule A No. 2 to the Master Lease dated as of the date hereof.
Lessee hereby acknowledges the lease of the Equipment pursuant to the Master Lease and Schedule A No.
2 to the Master Lease.
Dated: ' S , 20 Dip ,
Schedule A
Attachment K
BANC OF AMERICA LEASING & CAPITAL, LLC,
as Lessor
By:
Name: 1-10 41-t- A Iv J r6.4r2n N
Title: A SSi V c Ce- p 2 Fst a 4,,, i
CITY OF ROUND ROCK, TE
as Lessee
e Ma, ell
Ti - • Mayor
Page 1
Sheets & Crossfield, P.C.
ATTORNEYS AT LAW
309 East Main Street • Round Rock, TX 78664-52=16
phone 512-255-8877 •fix 512-255-8986
September 29, 2006
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor, CA5-705-04-01
San Francisco, California 94104
Re: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT dated as of
September 29, 2006 and that certain Schedule A No. 2 dated as of September 29,
2006 (collectively, the "Agreement'), by and between CITY OF ROUND
ROCK, TEXAS, as lessee ("Lessee"), and BANC OF AMERICA LEASING &
CAPITAL, LLC, as lessor ("Lessor')
Gentlemen:
As counsel for Lessee, we have examined duly executed originals of the Agreement and
the ratified proceedings of the City Council of Lessee authorizing execution and delivery of the
Agreement, and certain other security instruments and documents with respect to the Equipment
to be financed with Lease Proceeds of the Agreement. Based upon the examination and upon
such other examination as we have deemed necessary or appropriate, we are of the opinion that:
Lessee is a public body corporate and politic, legally existing under the laws of, and is a
political subdivision or agency of, the State of Texas.
Lessee is authorized and has the power under Texas law to enter into the Agreement and
to carry out its obligations thereunder.
The execution, delivery and performance by Lessee of the Agreement have been duly
authorized by all necessary action on the part of Lessee and, assuming the due and proper
authorization, execution and delivery thereof by the Lessor, constitutes a legal, valid and binding
obligation of Lessee, enforceable in accordance with its terms, except to the extent limited by
bankruptcy, reorganization or other laws of general application relating to effecting the
enforcement of creditors' rights.
The entering into and performance of the Agreement will not violate any judgment,
order, law or regulation applicable to Lessee or result in any breach of, or constitute a default
under, any instrument of which we have knowledge by which Lessee is affected.
No action, suit, proceeding, inquiry or investigation at law or in equity before or by any
judicial or administrative court or agency, is pending or, to the best of our knowledge,
threatened, against or affecting Lessee or its properties wherein any unfavorable decision, ruling
or finding would materially and adversely affect the validity or enforceability of the Agreement
or materially and adversely affect the financial condition, business, or properties of Lessee. We
00104224/j kg
Page 2
Opinion Letter
September 8, 2006
have inquired of the appropriate officers of Lessee whether they know of any such matters, and
they have informed us that they know of none.
Our opinion that the Agreement is enforceable in accordance with its terms is qualified to
the extent that enforcement of the rights and remedies created hereby is subject to (i) general
principles of equity, (ii) applicable bankruptcy, insolvency, moratorium and other similar laws
affecting the enforcement of creditors' rights in general, and (iii) laws concerning recourse by
creditors to security in the absence of notice and hearing.
Respectfully submitted,
Sheets & Crossfi
By: Charles
2
ld
RESOLUTION NO . R -05-10-13-10C2
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,
I.
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 $600,000 for the purpose of paying
the costs of the Property.
H.
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 respect to which such expenditures
were made, is placed in service.
@PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R51013C2.WPD/sc
III.
The foregoing notwithstanding, no tax-exempt obligation will be
issued pursuant to this Resolution more than three years after the date
any expenditure which is to be reimbursed is paid.
IV.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 13th day of October, 2005.
ATiT�ES T :
dAtivti_) e.
L , Mayor
City Y Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secre
2.
Form 8038-G
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
Part I
Information Return for Tax -Exempt Governmental Obligations
► (Under Internal Revenue Code section 149(e))
► See separate instructions.
(Caution: If the issue price is under $100,000, use Form 8038 -GC )
Reporting Authority
1 Issuer's name
OMB No. 2545-0720
�' fy e•rcrr02{ /`f 0Ge
3 Number and street ('or P. O. box if mail is not delivered to street address)
a.
t/ f #„ s..�.�.�-
If Amended Return, check here ► []
Room/suite
2 Issuer's employer Identification number
75L 60/7 ,1*5 —
4 Report number
7 Name of issue
4cx 7X 7566'
9 Name and title of officer or legal representative whom the IRS may call for more information
Type of Issue (check applicable box(es)
11 ❑ Education
12E Health and hospital
130 Transportation
140 Public Safety
250 Environmental (including sewage bonds)
160 Housing
18❑ es
18R --Other.
18Other. Describe (see instructions) ► ,�
19 If obligations are TANs or RANs, check box ►
❑ If obligations are BANs, check box
20 If obligations are in the form of a lease or installment sale, check box
Part II
6 Date of issue
9�9 c
8 CUSIP number
10 Te phone number of officer or legal representative
and enter the issue price for each) See instructions and attach schedule
Part III
Description of Obligations (Complete for the entire issue for which this form is being filed.)
► ❑
0
11
12
13
14
25
16
17
18
21
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
ef
Uses of Proceeds of Bond Issue (including underwriters` discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount line 21, column (b))
24 Proceeds used for bond issuance costs (including underwriters' discount)
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund
27 Proceeds used to currently refund prior issues
28 Proceeds used to advance refund prior issues
29 (Total add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 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 advance refunded
32 Enter the last date on which the refunded bonds will be called
33 Enter the date(s) the refunded bonds were issued ►
Part V
Part VI
Miscellaneous
(d) Weighted
average maturity
3 frs,
24 N/A
25
26
27
28
N/A
N/A
N/A
N/A
(e) Yield
'o7
N/A
N/A
22
23
29
30
N/A
N/A
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
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 ►
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ► 37a
issuer ► ❑ and enter the name of the
38 If the issuer has designated the issue under section 265 b 3 B i III (small issuer exception), checdk bthoxan
oof the issue ►
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box
40 If the issuer has identified a hedge, check box
NA
vears
NA vears
NA
NA
35
0.00
36a
Please
Sign
Here
0.00
►EJ
►❑
Under penalties of perjury, I declare that I have examined this return, and accompanying schedules and statements, and to the
best .� m owledge and belief, they are true, correct, and complete.
0.00
►
For Paperwork Reduction Act N
ture of Issuer's authorized representative I Iocp
D to
ee page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-200)
R /Fuse
Type or print name and title
01-339 (Back)
(Rev. 12-02/4)
TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION
Name of purchaser, firm or agency
City of Round Rock
Address (Street & number, P.O. Box or Route number)
221 East Main Street
City, State, ZIP code
Round Rock, TX 78664
Phone (Area code and number)
512-218-5400
I, the purchaser named above, claim an exemption from payment of sales and use taxes (for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller:
Street address- City, State, ZIP code'
Description of items to be purchased or on the attached order or invoice:
Purchaser claims this exemption for the following reason:
The City of Round Rock, Texas is a Tax -Exempt Municipality. Tax ID #74-6017485
I understand that I will be liable for payment of sales or use taxes which may become due for failure to comply with the provisions of the
Tax Code: Limited Sales, Excise, and Use Tax Act; Municipal Sales and Use Tax Act; Sales and Use Taxes for Special Purpose Taxing
Authorities; County Sales and Use Tax Act; County Health Services Sales and Use Tax; The Texas Health and Safety Code; Special
Provisions Relating to Hospital Districts, Emergency Services Districts, and Emergency Services Districts in counties with a population
of 125,000 or less.
I understand that it is a criminal offense to give an exemption certificate to the seller for taxable items that I know, at the time of purchase,
will be used in a manner other than that expressed in this certificate and, depending on the amount of tax evaded, the offense may range
from a Class C misdemeanor to a felony of the second degree.
Purchase
sign
her _. ,— c,------4,---'
�
Title
u�i'C %j :may Q��e rlGhv✓
Date
9 f--...‘
NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax "Exemption Numbers" or "Tax Exempt" Numbers do not exist.
This certificate should be fumished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts.
Bank ofAmerica,
VIA FEDERAL EXPRESS
October 4, 2006
Mr. Howard Baker
Purchasing Manager
CITY OF ROUND ROCK, TEXAS
221 East Main Street
Round Rock, TX 78554
Re: Master Equipment Lease/Purchase Agreement dated as of September 30, 2005
Schedule A No. 2 - $600,00.00 for various essential -use vehicles for the City
Dear Mr. Baker:
Enclosed for retention in your files are fully executed originals of the following documents:
1. Schedule A No. 2
2. Amortization Schedule
3. Acceptance Certificate
4. Essential Certificate
5. Certificate of Appropriation
6. Certified Copy of Resolution Adopted by Lessee's City Council
7. Signature and No -Litigation Certificate
8. General Certificate
9. Cross -Receipt
10. Copy of Opinion of Counsel
11. Copy of Resolution
If you have any questions, please give me a call at 415-765-7371.
Sincerely,
tte Montalvo Baron
Assistant Vice President
Enclosures
Tel: 415.765.7300
Banc of America Leasing & Capital LLC, CA5-705-04-01
555 California Street, 4th Floor, San Francisco, CA 94104
Recycled Paper