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R-07-03-22-10C1 - 3/22/2007
RESOLUTION NO. R-07-03-22-10C1 WHEREAS, the City of Round Rock, Texas, as Lessee, proposes to enter into an Agreement with Chase Equipment Leasing Inc. , as Lessor; and WHEREAS, the principal amount expected to be financed is $2, 500, 000 . 00; and WHEREAS, Lessee is a political subdivision of the State of Texas in which Lessee is located {the "State") and is duly organized and existing pursuant to the Constitution and laws of the State of Texas; and WHEREAS,pursuant to applicable law, the governing body of Lessee ("Governing Body") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interests in property, leases and easements necessary to the functions or operations of Lessee; and WHEREAS, the Governing Body hereby finds and determines that the execution of one or more lease-purchase agreements ("Equipment Leases") in the principal amount not exceeding the amount stated above ("Principal Amount") for the purpose of acquiring the property generally described below ("Property") and to be described more specifically in the Equipment Leases is appropriate and necessary to the functions and operations of Lessee; and WHEREAS, the Property is more specifically described in attached Schedule A-1; and 0:\wdox\firm\jkay\misc\00112996.WPD/zmc WHEREAS, Chase Equipment Leasing Inc. ("Lessor") is expected to act as the lessor under the Equipment Leases; and WHEREAS, Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of proceeds of the Equipment Leases ("Lease Purchase Proceeds") for such expenditures and such expenditures are not expected to exceed the Principal Amount; and WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax-exempt borrowing to be spent on working capital and Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for Property from the Lease Purchase Proceeds, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, Section 1. That either the Mayor or the City Manager (each an "Authorized Representative") acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the offices of Lessee. Each Authorized Representative acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease (including, but not limited to, escrow agreements) as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Leases are hereby authorized. Section 2 . That by a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of Lessee to execute and 2 deliver agreements and documents relating to the Equipment Leases on behalf of Lessee. Section 3 . That the aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by Lessee as set forth therein. Section 4 . That Lessee' s obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Equipment Lease and Lessee' s obligations under the Equipment Leases shall not constitute a general obligation of Lessee or indebtedness under the Constitution or laws of the State. Section 5. That the Governing Body of Lessee anticipates that Lessee may pay certain capital expenditures in connection with the Property prior to the receipt of the Lease Purchase Proceeds for the Property. The Governing Body of Lessee hereby declares Lessee' s official intent to use the Lease Purchase Proceeds to reimburse itself for Property expenditures. This section of the Resolution is adopted by the Governing Body of Lessee for the purpose of establishing compliance with the requirements of Section 1. 150-2 of Treasury Regulations. This section of the Resolution does not bind Lessee to make any expenditure, incur any indebtedness, or proceed with the purchase of the Property. Section 6. That this Resolution shall take effect immediately upon its adoption and approval. 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 3 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 22nd day of March, 2007 . NWQ L, Mayo City of Round Rock, Texas ATTEST: CHRISTINE R. MARTINEZ, City Se retary The City Secretary of the above-named Lessee hereby certifies and attests that she has access to the official records of the Governing Body of Lessee, that the foregoing Resolution was duly adopted by said Governing Body of Lessee at a meeting of said Governing Body, and that such Resolution has not been amended or altered and is in full force and effect on the date stated below. CHRISTINE R. MARTINEZ, City Sec tary Date: 4 DATE: March 15, 2007 SUBJECT: City Council Meeting - March 22, 2007 ITEM: 10.C.1. Consider a resolution authorizing the Mayor to execute a Lease Schedule and related documents with Chase Equipment Leasing, Inc. to lease/purchase radio subscriber units, new communications center equipment and fire station alerting system. Department: Finance Staff Person: Cindy Demers, Finance Director Justification: The existing County Wide Integrated Communications System (CWICS) is nearing the end of its operational capabilities and will soon be obsolete. Through a partnership with the City of Austin, Williamson County received grant funding to upgrade the existing CWICS Motorola system to digital. Grant funds cover the infrastructure upgrade but all participating entities are financially responsible for upgrading their equipment to digital. In February, the City received nine (9) competitive proposals to lease-purchase finance $2.5 million of the approximate $2.84 million in needed equipment to complete Round Rock's part of the project (the remaining $340,000 has been funded in the FY 2007 budget). This is a seven-year agreement with semi annual payments at an annual interest rate of 3.78%. The tax-exempt lease rates offer a very favorable cost of capital to the City. The City has an existing Master Lease-Purchase Agreement with Chase Equipment Leasing, Inc. This lease schedule and related addenda amend the master lease to add the lease- purchase of the equipment associated with the upgrade to the digital radio system. Fundina: Cost: $2,500,000 principal plus $368,735 interest Source of funds: General Debt Service Outside Resources: N/A Backaround Information• The City of Round Rock is in the process of entering into an agreement to become part of the Williamson County Radio Communications System (RCS). This equipment will is necessary to transition to the digital system. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS 'a 1.1CA�� Dv� LEASE SCHEDULE NO. 1000130700 (With Interest&Sinking Fund) Dated As Of 04/1112007 This Lease Schedule,together with its Payment Schedule,is attached and made a part of the Master Lease- Purchase Agreement described below("Master Lease") between CITY OF ROUND ROCK ("Lessee")and CHASE EQUIPMENT LEASING INC. ("Lessor"and formerly known as Banc One Leasing Corporation).All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein,capitalized terms defined in the Master Lease will have the same meaning when used herein. Master Lease-Purchase Agreement dated 09/23/2002 A.EQUIPMENT DESCRIBED:The Equipment includes all of the property described on Schedule A-1 attached hereto and made a part hereof. B.EQUIPMENT LOCATION:See attached Schedule A-1. C.ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR,tESSEE AGREES THAT:(a) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT;(b)ALLEQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE. D. ESSENTIAL USE:CURRENT INTENT OF LESSEE: Lessee represents that the use of the Equipment is essential to Lessee's proper,efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority.Lessee currently intends to use the Equipment for the full Lease Term. E. RENTAL PAYMENTS: LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the commencement date thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this Lease Schedule. F.RE-AFFIRMATION OF THE MASTER LEASE:Lessee hereby re-affirms all of its representations,warranties and obligations under the Master Lease(including,without limitation,its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Section 16 thereof). G.TAX LEVY: Solely for purposes of this Lease Schedule,the terms and conditions of Sections 6.1,6.2 and 6.3 of the Master Lease are deleted and shall have no affect on this Lease Schedule.A special Interest and Sinking Fund("Interest and Sinking Fund")is hereby created solely for the benefit of this Lease Schedule and the Interest and Sinking Fund shall be established and maintained by Lessee at an official depository bank of Lessee.The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of Lessee. and shall be used only for paying the interest on, and the principal of, this Lease Schedule.All ad valorem taxes levied and collected for and on account of this Lease Schedule shall be deposited,as collected, to the credit of the Interest and Sinking Fund.During each year while this Lease Schedule or any principal or interest thereon are outstanding and unpaid,the governing body of Lessee shall compute and ascertain a rate and amount of ad valorem tax money required to pay the interest on this Lease Schedule as such interest becomes due,and to provide and maintain a sinking fund adequate to pay the principal of this Lease Schedule as such principal becomes due(but never less than 2%each year)and said tax shall be based on the latest approved tax roll of Lessee with full allowance made for tax delinquencies and the cost oftaxcollection.So long as any part of Lessee's obligations under this Lease Schedule remain unfulfilled,Lessee represents,warrants and covenants that:(a)nothing in this Lease Schedule shall cause it to be deemed an"arbitrage bond"within the meaning established by Section 148 of the Code and its regulations; (b) Lessee shall keep and retain adequate records in accordance with the Code and its regulations relating to arbitrage matters;and(c)Lessee i (Round Rock-lease schedule 2007) R-o1- �3-a�c�cl DUPLICATE shall comply with all of the requirements of the Code and its regulations relating to the rebate of arbitrage profit to the United States of America(including,without limitation,Section 148(f)of the Code)and will rebate to the United States of America all arbitrage profit required thereby. CITY OF ROUND ROC" CHASE EQUIPMENT LEASING INC ("Lessee") ("Lessor") By: By. Title: 221 East Main Street 1111 Polaris P way,Suite A3(OH 1-1085) Round Rock,Texas 78664 Columbus,Ohio 43240 2 (Round Rock-lease schedule 2007) DUPLICATE SCHEDULE A-1 Equipment Description Lease Schedule No. 1000130700 dated 04/11/2007 The Equipment described below includes all attachments,additions,accessions,parts,repairs, improvements,replacements and substitutions thereto. Equipment Location: 221 East Main Street Round Rock,Texas 78664 Equipment Description: Handheld Radios,Mobile Radios,and other related emergency equipment. Expected Equipment Purchase Price $2,500,000.00 Minus Lessee Down Payment/Trade-in $0.00 Net Amount Financed $2,500,000.00 This Schedule A-1 is attached to the Lease Schedule or a Receipt CertificatelPayment Request relating to the Lease Schedule. CITY OF ROUND ROCK CHASE EQUIPMENT LEASING INC (Lessee) (Lessor) By: B . Title: itl 1 DUPLICATE PAYMENT SCHEDULE This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease-Purchase Agreement identified therein,all of which are between the Lessee and Lessor named below. Lease Schedule No. 1000130700 Dated 04/11/2007 Accrual Date: 04/11/2007 Amount Financed: $2.500.000.00 Interest Rate: 3.78000%per annum Rent Rent Rent Interest Principal Termination Number Date Payment Portion Portion Value 1 10/11/2007 $ 204,909.62 $ 47,250.00 $ 157,659.62 $ 2,342,340.38 2 4/11/2008 $ 204,909.62 $ 44,270.23 $ 160,639.39 $ 2,181,700.99 3 10/11/2008 $ 204,909.62 $ 41,234.15 $ 163,675.47 $ 2,018,025.52 4 4/11/2009 $ 204,909.62 $ 38,140.68 $ 166,768.94 $ 1,851,256.58 5 10/11/2009 $ 204,909.62 $ 34,988.75 $ 169,920.87 $ 1,681,335.71 6 4/11/2010 $ 204,909.62 $ 31,777.24 $ 173,132.38 $ 1,508,203.33 7 10/11/2010 $ 204,909.62 $ 28,505.04 $ 176,404.58 $ 1,331,798.75 8 4/11/2011 $ 204,909.62 $ 25,170.99 $ 179,738.63 $ 1,152,060.12 9 10/11/2011 $ 204,909.62 $ 21,773.93 $ 183,135.69 $ 968,924.43 10 4/11/2012 $ 204,909.62 $ 18,312.67 $ 186,596.95 $ 782,327.48 it 10/11/2012 $ 204,909.62 $ 14,785.99 $ 190,123.63 $ 592,203.85 12 4/11/2013 $ 204,909.62 $ 11,192.65 $ 193,716.97 $ 398,486.88 13 10/11/2013 $ 204,909.62 $ 7,531.40 $ 197,378.22 $ 201,108.66 14 4/11/2014 $ 204,909.62 $ 3,800.96 $ 201,108.66 $ 0.00 Totals $2,868,734.68 $ 368,734.68 $ 2,500,000.00 CITY OF ROUND ROCK CHASE EOUIPMENT LEASING INC (Lessee) (Lessor) By: Title: 1 DUpUCATE PREPAYMENT SCHEDULE ADDENDUM (Step Down Premium) Dated As Of 04/11/2007 Lease Schedule No.1000130700 Lessee:CITY OF ROUND ROCK Reference is made to the above Lease Schedule("Schedule")and to the Master Lease-Purchase Agreement("Master Lease")identified in the Schedule,which are byand between CHASE EQUIPMENT LEASING INC.("Lessor")and the above lessee ("Lessee").As used herein:"Lease"shall mean the Schedule and the Master Lease,but only to the extent that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule,Lessor and Lessee agree as follows: 1. Notwithstanding anything to the contrary in the Lease(including,without limitation,Section 15 of the Master Lease as it relates to the Schedule),Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so long as Lessee gives Lessor at least 20 days prior written notice(the"Notice Period"), Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date(a"Prepayment Date")following the Notice Period the total of the following(the"Prepayment Amount"):(a)all accrued Rent Payments,interest,taxes,late charges and other amounts then due and payable under the Lease;plus(b)the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date("Principal Balance");plus(c)a prepayment premium equal to the product of the applicable Prepayment Percentage set forth below and the Principal Balance as of the applicable Prepayment Date set forth below: From the Commencement Date of the Schedule through month 48 (forty-eight)of the Lease Term of the Schedule,the Prepayment Percentage is 1.0%. From month 49(forty-nine)of the Lease Term of the Schedule through month Last of the Lease Term of the Schedule,the Prepayment Percentage is Zero%. 2. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of this Addendum and the Master Lease as it relates to the Schedule.Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee,the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first written above. CITY OF ROU Di OCCHASE EQUIPMENT LEASING INC. (Lessee) 7 (Lessor) By. By Title: i (prepay-muni-step down premium 12.06) Page 1 DUPLICATE TEXAS LEASE SCHEDULE ADDENDUM Dated As Of 04/11/2007 Lease Schedule No.1000130700 Lessee:CITY OF ROUND ROCK Reference is made to the above Lease Schedule("Schedule")and to the Master Lease-Purchase Agreement("Master Lease")identified in the Schedule by and between CHASE EQUIPMENT LEASING INC.("Lessor")and theabove lessee("Lessee"). As used herein,"Lease"shall mean the Schedule and the Master Lease,but only to the extent that the Master Lease relates to the Schedule.This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise defined herein,capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW,THEREFORE,solely for purposes of the Lease,Lessor and Lessee hereby agree as follows: 1.DECLARATION OF PERSONAL PROPERTY FINANCING. (a)LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL CONSTITUTE PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE DEEMED, OR IDENTIFIED AS, ANY OF THE FOLLOWING: REAL PROPERTY; AN IMPROVEMENT ON ANY REAL PROPERTY; A PERMANENT BUILDING OR STRUCTURE ON ANY REAL PROPERTY;OR A FIXTURE ON ANY REAL PROPERTY. (b)Lessee represents and warrants to Lessor that the Equipment is personal property and that the Equipment is not anyof the following:real property;an improvement on any real property;a permanent building or structure on any real property;or a fixture on any real property.Upon Lessor's written request,Lessee shall furnish to Lessor a certificate executed byan independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or architect certifies that the Equipment is relocatable or transportable and will remain personal property. (c)Without limiting the generality of the representations in the Master Lease as it applies to the Lease,Lessee represents and warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of Texas,including,without limitation,all applicable public finance laws of the State of Texas. 2.NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that:(a)unless otherwise agreed by Lessee in writing,Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease;(b)if Lessor sells or assigns its rights in the Lease,then,unless otherwise agreed by Lessee in writing,such sale or assignment shall be of an undivided interest in all of Lessor's right,title and interest in the Lease to a single purchaser or assignee;and(c)if Lessee consents to the creation or sale of any fractional interests in the Lease or any participation interests in the Lease,Lessor agrees that such transaction shall comply with applicable State and federal law. 3.GENERAL.Except as expressly amended by this Addendum and other modifications signed by Lessor and Lessee,the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first referenced above. CITY OF ROJIMQ ROCCHASE EQUIPMENT LEASING INC (Lessee) (Lessor) By. By11 Title: (Round Rock-TX schedule add) DUPLICATE AGENCY&NO ARBITRAGE SCHEDULE ADDENDUM Dated As Of 04/11/2007 Lease Schedule No. 1000130700 Lessee: CITY OF ROUND ROCK Reference is made to the above Lease Schedule as amended ("Schedule")to the Master Lease-Purchase Agreement identified in the Schedule as amended ("Master Lease") by and between Chase Equipment Leasing Inc. ("Lessor") and the above lessee ("Lessee"). As used herein, "Lease"shall mean the above Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule. This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee hereby agree to amend and supplement the Lease as follows: 1. DEPOSIT OF MONIES: Deposit: $2,500,000.00 Deposit Date: 04/11/2007 On the above Deposit Date, Lessor shall cause the above Deposit to be paid to Lessee in cash or other immediately available funds. Such Deposit shall be set aside by Lessee in a separate account and used by Lessee exclusively for acquisition and installation costs of the Equipment pursuant to this Addendum. The Lease Term of the Lease shall commence on the earlier of the date specified in the Payment Schedule to the Schedule or the above Deposit Date. 2. APPOINTMENT OF AGENT; EXPENDITURE OF FUNDS. (a) Lessor hereby appoints Lessee as its agent to cavy out all phases of the acquisition and installation of the Equipment in accordance with any contracts necessary for the completion of the Equipment, and to apply the Deposit monies for that purpose. Lessee, as agent of Lessor, assumes all rights, duties, liabilities and responsibilities of Lessor regarding the acquisition and installation of the Equipment, and the installation of any property related thereto, except as limited herein. The Equipment shall be acquired and installed in all respects in accordance with the provisions of the Lease. (b) Lessee hereby agrees that it will cause the work under all purchase orders and contracts to be diligently performed after the Deposit is paid to Lessee, and that the Equipment will be completed in accordance with the specifications therefor by such dates as shall be necessary so that no less than 100% of the Deposit shall be expended for costs of the Equipment in accordance with the following schedule—no less than 15%within 6 months of the Deposit Date, no less than 60%within 12 months of the Deposit Date and no less than 100%within 18 months of the Deposit Date-and that the entire Deposit shall be expended(or applied to the payment of rent)within 18 months following the Deposit Date. Upon completion of acquisition and installation of the Equipment in a manner satisfactory to Lessee, but in any event not later than thirty (30) days following completion of such acquisition and installation, Lessee shall deliver to the Lessor a Certificate of Acceptance in form attached hereto as Exhibit A(and said Certificate will include a complete description of the Equipment) together with a copies of all invoices, bills of sale and other documents confirming the sale and installation of the Equipment and proof of payment of the entire purchase price of the Equipment. (c) If the Deposit is not expended as set forth above, Lessee agrees that it will take such actions as may be necessary to retain the tax-exempt status of the interest component of the Rent Payments and Lessee agrees that any such amounts not expended by Lessee for such purposes ("Unspent Deposit")shall no later than 12 months after the Deposit Date be paid by Lessee to Lessor and that the Unspent Deposit shall be applied by Lessor for benefit of Lessee either: (1)toward the principal portion of the Rent Payment next coming due under the Lease; or (2) toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. 3. CONTRACTS AND PAYMENTS. Lessee, as agent for Lessor, may enter into any contracts, which are reasonably necessary for the completion of the acquisition and installation of the Equipment. Lessee shall be authorized to make payments for the costs of acquisition and installation of the Equipment from the Deposit or other funds provided by Lessee. In the event that the Deposit is not sufficient to pay the entire cost of acquiring and installing the Equipment, Lessee agrees to pay directly from its own funds the costs of acquiring and completing the Equipment that exceed the Deposit. Lessee agrees to pay, defend, indemnify and hold Lessor harmless from any liabilities, obligations, claims, costs and expenses (including reasonable attorney fees and expenses)of whatever kind imposed on or asserted against Lessor in any way related to any purchase orders or purchase contracts for any Equipment. 4. PROJECT DESCRIPTION. Lessee, as agent of Lessor, shall have the right to make any changes in the description of the Equipment or of any component or components thereof, whenever the Lessee in its reasonable discretion deems such changes to be necessary; provided, that any such change shall not materially alter the nature of the Equipment and shall not reduce the fair market value of the Equipment; provided further, that any increase in the acquisition and installation costs resulting from any such (Round Rock-Agency&No Arbitrage Addendum 2007 v2) Page 1 of 3 change shall, to the extent the increased acquisition and installation costs exceed the amount of the Deposit, be payable solely from other funds available to Lessee for such purpose. 5. RIGHT TO SUPERVISE INSTALLATION AND PERFORMANCE. Lessee, as agent for Lessor,agrees to supervise the installation of the Equipment and any property related thereto in a careful and reasonable manner and to otherwise carefully monitor the performance of the vendors/contractors in the performance of their duties in connection with the installation of the Equipment. 6. RIGHT TO ENFORCE CONTRACTS. Lessee shall have the right to enforce any contract which it enters into with respect to the acquisition and installation of the Equipment in its own name or the name of Lessor, at law or in equity; provided,that Lessor shall be able to assert said rights and powers in its own behalf. 7. NO LIABILITY OF LESSOR. Lessor shall not be obligated to assume or perform any obligation of Lessee relating to the Equipment or any vendors/contractors with respect thereto. 8. NO ARBITRAGE CERTIFICATION. This certification is being made by Lessee pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and related Treasury Regulations (the "Regulations"), including, but not limited to, Treasury Regulation Sections 1.148-2 and 1.148-7. Lessee acknowledges that the following facts, estimates and circumstances are in existence on the date of this Addendum or are reasonably expect to occur hereafter. (a) The Lease provides for the lease of the Equipment by Lessor to Lessee. Under the Lease, Lessee is required to make Rent Payments with respect to the Equipment, comprising principal and interest, on the dates and in the amounts stated in the Payment Schedule to the Lease. (b) Pursuant to this Addendum and for the purpose of assuring Lessee of the availability of monies needed to pay the cost of the Equipment when due, Lessee and Lessor have agreed to the above terms of this Addendum and Lessor has agreed to pay the Deposit as provided herein. (c) Binding contracts or purchase orders providing for the acquisition and delivery of the Equipment have been issued by Lessee to Equipment Vendors therefor or will be issued within 6 months of the Deposit Date. Lessee hereby agrees that it will cause the work under all such purchase orders and contracts to be diligently performed after the Deposit is paid to Lessee, and that the Equipment will be completed in accordance with the specifications therefor by such dates as shall be necessary so that no less than 100% of the Deposit shall be expended for costs of the Equipment in accordance with the following schedule—no less than 15%within 6 months of the Deposit Date, no less than 60%within 12 months of the Deposit Date and no less than 100%within 18 months of the Deposit Date- and that the entire Deposit shall be expended (or applied to the payment of rent)within 18 months following the Deposit Date. (d) It is presently expected that all such funds initially deposited by Lessor with Lessee under this Addendum shall be disbursed to pay for the Equipment, but any such amounts ultimately determined not to be needed for such purposes shall no later than 12 months after Deposit Date be paid by Lessee to Lessor and such amount will applied by Lessor for benefit of Lessee either: (1) toward the principal portion of the Rent Payment next coming due under the Lease; or (2) toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. (e) All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses within 12 months of the Deposit Date The original proceeds of the Lease do not exceed the amount necessary for the purpose for which the Lease is issued. The interest of Lessee in the Equipment has not been and is not expected during the term of the Lease to be sold or disposed of by Lessee. The Interest and Sinking Fund identified in Paragraph G of the Schedule is a bona fide debt service fund within the meaning of Code section 148(f)(4)(A). The average annual debt service payable by Lessee under the Schedule is less than $2,5000,000.00. Other than the Interest and Sinking Fund identified in Paragraph G of the Schedule, no sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments. (f) To be best of the knowledge and belief of the undersigned representative of Lessee, the expectations of Lessee, as set forth above, are reasonable; and there are no present facts, estimates and circumstances, which would change the foregoing expectations. Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. (g) Lessee shall comply with the requirements of Section 148(f) of the Code and the Regulations and will rebate to the United States of America all arbitrage profit required thereby. Lessee hereby covenants to comply with all requirements of the Code and Regulations relating to the rebate of arbitrage profit to the United States of America. [The next page is the signature page.] (Round Rock-Agency&No Arbitrage Addendum 2007 v2) Page 2 of 3 9. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor and Lessee the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first referenced above. CITY OF ROUND.20CK CHASE EQUIPMENT LEASING INC (Lessee) (Lessor) By: Title: DUPLICATE (Round Rock-Agency&No Arbitrage Addendum 2007 v2) Page 3 of 3 UPL1V^-rE CERTIFICATE OF INCUMBENCY Lessee: CITY OF ROUND ROCK Lease Schedule No. 1000130700 Dated 04/11/2007 I, the undersigned Secretary/Clerk identified below,do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee(the"Lessee"),a political subdivision duly organized and existing under the laws of the State where Lessee is located,that I have the title stated below,and that,as of the date hereof,the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representatives s d' uta Name Title Signature tJAmEs �. �1as C)r� MANAGE , Name Title ` ' n ure IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. Signature of Secretary/Clerk of Lessee Print Name:__ /V 1 V rMe ko M17D T f/)(,,i7, Official Title: Date: NOTE: In case the Secretary/Clerk is also the authorized representative that executes a Lease-Purchase Agreement/ documents by the above incumbency, this certificate must also be signed by a second officer. WS-402 Page 1 of 1 CERTIFICATE OF AUTHORIZATION&INCUMBENCY Lessee: CITY OF ROUND ROCK Lease Schedule No. 1000130700 1 hereby certify to Chase Equipment Leasing Inc.("Lessor")that I am the officer of the above-named Lessee("Lessee") with the title indicated beneath my signature below,and as such,I am authorized to execute and deliver this Certificate on behalf of Lessee in connection with the above-identified Lease Schedule together with the Master Lease-Purchase Agreement identified therein (collectively,the"Lease")between Lessor and Lessee. I further certify:(a)that I have examined the representations and warranties made by Lessee in the Lease;and(b)that such representations and warranties remain true and correct as if made on and as of the date of this Certificate. I further certify: (1)that attached hereto as Exhibit A is a copy of the resolutions adopted by the governing body of Lessee or the minutes of an official meeting of the governing body of Lessee regarding the matters set forth in said minutes;(2) that the transactions contemplated by the Lease have been duly authorized by the governing body of Lessee pursuant to the resolutions or actions set forth in said Exhibit A; and (3)the resolutions which were adopted by, or the actions taken by,the governing body of Lessee as set forth in Exhibit A are in full force and effect on the date of this Certificate and have not been modified or rescinded. I further certify that the following are names,titles and specimen signatures of officers or representatives of Lessee who are duly authorized to execute and deliver the Lease and any related documents, each of whom has been duly elected or appointed to hold and currently holds the office or position of Lessee which is set forth opposite his or her name: (Please type or print) Name Title Signature JArnE6 P, Nus The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access to the official records of the governing body of the Lessee and that the undersigned is authorized to execute and deliver this Certificate. 0&k- ow k atiu Signature of Secretary/Clerk of Lessee � �' Print Name:01V 111 MG /� !�/R-JeD/U6 7— Official Title: GI TY �5 C U7 /Q y Date: Attachment:Exhibit A. true and complete copy of the original authorizing resolution/minutes W S_430 Page 1 of 1 RESOLUTION NO. R-07-03-22-1OCl WHEREAS, the City of Round Rock, Texas, as Lessee, proposes to enter into an Agreement with Chase Equipment Leasing Inc. , as Lessor; and WHEREAS, the principal amount expected to be financed is $2, 500, 000 . 00; and WHEREAS, Lessee is a political subdivision of the State of Texas in which Lessee is located (the "State") and is duly organized and existing pursuant to the Constitution and laws of the State of Texas; and WHEREAS,pursuant to applicable law, the governing body of Lessee ( "Governing Body") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interests in property, leases and easements necessary to the functions or operations of Lessee; and WHEREAS, the Governing Body hereby finds and determines that the execution of one or more lease-purchase agreements ("Equipment Leases") in the principal amount not exceeding the amount stated above ( "Principal Amount") for the purpose of acquiring the property generally described below ("Property") and to be described more specifically in the Equipment Leases is appropriate and necessary to the functions and operations of Lessee; and WHEREAS, the Property is more specifically described in attached Schedule A-1; and 0:\wdox\firm\jkay\miac\00112995.WPD/rmc DUPLICATE WHEREAS, Chase Equipment Leasing Inc. ("Lessor") is expected to act as the lessor under the Equipment Leases; and WHEREAS, Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of proceeds of the Equipment Leases ("Lease Purchase Proceeds") for such expenditures and such expenditures are not expected to exceed the Principal Amount; and WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax-exempt borrowing to be spent on working capital and Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for Property from the Lease Purchase Proceeds, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, Section 1. That either the Mayor or the City Manager (each an "Authorized Representative") acting on behalf of! Lessee is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the offices of Lessee. Each Authorized Representative acting on behalf of Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease (including, but not limited to, escrow agreements) as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Leases are hereby authorized. Section 2 . That by a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of Lessee to execute and 2 DUPLICATE, deliver agreements and documents relating to the Equipment Leases on behalf of Lessee. Section 3 . That the aggregate original principal amount of the Equipment Leases shall not exceed the Principal Amount and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by Lessee as set forth therein. Section 4 . That Lessee' s obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Equipment Lease and Lessee' s obligations under the Equipment Leases shall not constitute a general obligation of Lessee or indebtedness under the Constitution or laws of the State. Section 5 . That the Governing Body of Lessee anticipates that Lessee may pay certain capital expenditures in connection with the Property prior to the receipt of the Lease Purchase Proceeds for the Property. The Governing Body of Lessee hereby declares Lessee' s official intent to use the Lease Purchase Proceeds to reimburse itself for Property expenditures. This section of the Resolution is adopted by the Governing Body of Lessee for the purpose of establishing compliance with the requirements of Section 1. 150-2 of Treasury Regulations. This section of the Resolution does not bind Lessee to make any expenditure, incur any indebtedness, or proceed with the purchase of the Property. Section 6 . That this Resolution shall take effect immediately upon its adoption and approval. 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 3 WPLICA 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 22nd day of March, 2007 . L, Mayo City of Round Rock, Texas A EST: `. CHRISTINE R. MARTINEZ, City Se retary The City Secretary of the above-named Lessee hereby certifies and attests that she has access to the official records of the Governing Body of Lessee, that the foregoing Resolution was duly adopted by said Governing Body of Lessee at a meeting of said Governing Body, and that such Resolution has not been amended or altered and is in full force and effect on the date stated below. CHRISTINE R. MARTINEZ, City Sec tary Date: 4 Sheets & Crossfield, P.c. ATTORNEYS AT LAW 309 East Main Street•Round Rock,TX 78664-5246 DUpLtCA'T phone 512-255-8877 •fax 512-255-8986 Date: 03/19/2007 Lessee: CITY OF ROUND ROCK Lessor: Chase Equipment Leasing Inc. Re: Lease Schedule No. 1000130700 dated 04/11/2007 together with its Master Lease- Purchase Agreement dated as of 09/23/2002 by and between the above-named Lessee and the above-named Lessor and the Agency Agreement dated 04/11/2007 relating to the foregoing Sir/Madam: I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the Master Lease- Purchase Agreement and its Addenda, and all other agreements described above or related thereto (collectively, the"Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: 1. Lessee is a political subdivision of the State of TX(the "State") duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and.has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms,except to the extent limited by State and Federal laws affecting creditor's remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws). S. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Ve tr ly yours, _ aiaLatrlaliili\V _ W-j UUG L U PLI CAT E Certificate of Coverage Lbr=GOW.rtl sMAL RUK POOL TML-IRP Contract Number. 13127 Member Company Affording Coverage: Round Rock Texas Municipal League Intergovernmental Risk Pool Mr Hassan Farhat PO Box 149194 Safety/Risk Manager Austin,TX 78714-8194 221 E Main Ave (512)491-2300 or(800)537-6655 Round Rock,Texas 76664 Fax:(512)491-2404 Certificate Holder: Chase Equipment Leasing, Inc. Attn: Insurance Department 1111 Polaris Parkway,Suite A3 Columbus, Ohio 43240 This is to certify that the coverages listed below have been provided to the member and are in effect at this time. Notwithstanding any requirements, terms,or conditions of any other contract or agreement with respect to which this certificate may be Issued or may pertain,the coverage afforded by the Texas Municipal League Intergovernmental Risk Pool(TML4RP)described herein is subject only to the terms,exclusions and additions of TML IRA's coverage contracts between TML4RP and Its member(s). Coverage is continuous until canceled. General Liability Effective Date: 10/1/2006 Real&Personal Property Effective Date: 10/1/2006 Anniversary Date: 10M/2007 Annlversary Date: 10/1/2007 Limits of Llabillty(Each Occurrence): ;1,000,000 Limits of Coverage: 5142,403,560 Sudden Events Involving Pollution (Each Occurrence): $1,000,000 Deductible per Occurrence: $2,500 Annual Aggregate: $2,000,000 Mobile Equipment Effective Date: Deductible per Occurrence: $2,500 Anniversary Date: Law Enforcement Liability Effective Date: Limits of Coverage: Anniversary Date: Deductible per Occurrence: Limits of Liability(Each Occurrence): Boller&Machinery-Broad Form Effective Data: Annual Aggregate: Annlversary Date: Deductible per Occurrence: Per Accident Limit Errors and Omissions Liability Effective Date: Deductible per Occurrence: Anniversary Date: Yes No Limits of Liability(Each Wrongful Act): Mortgagee X Annual Aggregate: Loss Payee )( Deductible per Occurrence: Loan Number. 1000130700 Auto Liability Effective Date: Year/Make/Model VIN Value Anniversary Date: Limlfs of Liability(Each Occurrence): Deductible per Occurrence: Auto Physical Damage Effective Date: Limits of Liability: Anniversary Date: Collision Deductible. Comprehensive Deductible: Yes No Loss Payee: Loan Number. DESCRIPTION: Evidence of coverage for Digital Radio System-replacement cost value,$2,500,000-Round Rode,Texas_ Lease Number.1000130700. Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof,TML-IRP will endeavor to mail 30 days written notice to the above named certificate holder,but faliure to mall such notice shall impose no obligation or liability of any kind upon TML-IRP. AuthO Representative Date Issued ' 4h, 3/21/2007 X102 02/16/06 aw..r-aa�a saua:a�nAllll`IU %U VUJ DUPLICATE LESSOR OF EQ- This endorsement forms a part of the Declarations 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: ® GENERAL LIABILTW ❑ AIRPORT OWNERS AND OPERATORS GENERAL L)(ABI9ATY Entity Name :City of Round Rock Entity ID :3127 Effective Date :3/20/07 It is understood that coverage is provided to the Fuad Member for liability arising out of the maintenance, operation, or use by the Fund Member of equipment leased to the Fund Member by the person or organization set forth below, subject to the following additional exclusions: 1. Coverage does not apply to any occurrence which takes place after the equipment lease expires; 2. Coverage does not apply to bodily injury or property damage arising out of the sole negligence of the lessor of the equipment. Lessor of Equipment Name :Chase Equipment Leasing,Inc. Address :1111 Polaris Parkway, Suite A3 City, State&ZIP :Columbus,Ohio 43240 TEXAS MUNICIPAL LEAGUE INTERGrOVERNIVIENTAL RISK POOL BI200 17/09/98 DUPLICATE �a.a�a.ay.na�aaiava _ ,�VV4 A► E LOSS PAYABLEiCLAUSE-'REAL&,PER-,SONAT;,PR10RF TY. This endorsement forms a part of the Declarations to which attached, effective on the inception date of the coverage unless otherwise stated herein, and modifies such coverage as is afforded by the provisions of the coverage shown below: COMPREHENSIVE PROPERTY COVERAGE Entity Name : City of Round Rock Entity ID : 3127 Effective Date : 3/20/07 Loss on the items shown below shall be payable to: Name : Chase Equipment Leasing,Inc, Address : 1111 Polaris Parkway, Suite A3 City, State&ZIP : Columbus,Ohio 43240 as mortgagee, loss payee or lienholder as their interest may appear at the time of loss. Designation of Property Location Description Value Various(Police,Fire,Public Works) Digital Radio System $2,500,000 Round Rock,Texas Lease No.: 1000130700 TEXAS MUNICIPAL LEAGUE WM--RGOVERNMENTAL RISK POOL EP300 05/20/02 i-wUP ' LIQ gym. Form 8038-G Information Return for Tax-Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) OMB No.1545-0720 (Rev. November 2000) 10- See separate Instructions. DeparVnen[or the Treasury Caution:!t the issue price is under$700,000, use Form 8038-GC. Internal Revenue Service Reporting Authority name 1 Issuer's naIf Amended Return, check here Do- CITY ❑ me 2 Issuer's employer identification number CITY OF ROUND ROCK,TX 74: 6017485 3 Number and street(or P.O. box if mail is not delivered to street address) Room/suite 4 Report number 221 EAST MAIN STREET 3 G 2007 LP1 5 City,town,or post office, state,and ZIP code 6 Date of issue ROUND ROCK, TX 78664 04/11/2007 7 Name of issue LEASE SCHEDULE#1000130700 8 CU 31P number NONE 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative OPERATIONS TEAM LEAD ' 800 )879-9182 GMEL--Type of Issue (check applicable box(es) and enter the issue rice) See instructions and attach schedule 11 ❑ Education . . . . . . . . . . . . . . . 11 12 ❑ Health and hospital . . , , , , . _ 12 13 ❑ Transportation . . • • . , , . . . . . , 13 14 © Public safety. . . . , . . , . 14 2,500,000.00 El El Environment (including sewage bonds) . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . 5 1 15 17 El Utilities . . . . . . . . . . . . . . . . 17 18 El Other. Describe 10- . . . . . . • . . . ' 18 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 No. 0 Description of Obligations. Com lete for the entire issue for which this form is beingfiled. (a)Final maturity date (b)Issue price (c)Statedar redemption (d)Weighted e Pr y average maturity ( )Yield 21 04/11/2014 $ 2,500,000.00 $ 0.00 7.0 ears 3.78000 Uses of Proceeds of Bond Issue (including underwriters' discount 22 Proceeds used for accrued interest . . . . . . . . . r2,500,000.00 23 Issue price of entire issue (enter amount from line 21, column(b)) . . 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 25 Proceeds used for credit enhancement . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues . . . 27 28 Proceeds used to advance refund prior issues . 28 29 Total(add lines 24 through 28). . . . 30 Nonrefundin roceeds of the issue(subtract line 29 from line 23 and enter amount here). . . Descri tion of Refunded Bonds (Complete this art onlyfor refundingbonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded , ► 0 years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded , ► 0 ears 33 Enter the last date on which the refunded bonds will be called . , 10. N/A 34 Enter the date(s)the refunded bonds were issued Do- N/A Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 N/A 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a N/A 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 37a NA b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► NIA 38 If the issuer has designated the issue under section 265(b)(3)(121)(i)(III) (small issuer exception), check box 10. 0 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 ► Under penalties of perjury,1 declare that I ve ex return and accompanying schedules and statements,and to the best of my knowledge and belief•the true,c rr o 1 Sign Here YY)pV UIQJ ur authorized representative . Dat —Z 'Typ or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat.No.637735 Form 8038-G (Rev.11-2000) UQLIC.AT Document Package Checklist and Instructions ❑ Lease Schedule No. 1000130700 Schedule A-1 Payment Schedule Texas Lease Schedule Addendum and the Prepayment Restriction Schedule Addendum - These are specific contract for the current financing and details how much is being financed, describes the equipment and states the repayment terms. Please have Authorized Signer both sign and write in their title on each form. ❑ Agency & No Arbitrage Schedule Addendum - This document establish an agreement via agency regarding the deposit of the funds for the equipment you will be acquiring over a defined and allowable period of time. Please review and have Authorized Signer both sign and write in their title on the final page of the document. Agency Agreement Instructions and the Certificate of Acceptance are for use after the equipment is purchased, and the proof will be forwarded to Chase Equipment Leasing Inc. ❑ Resolutions and Certificate of Incumbent - Your governing board must understand and approve both the financing and the Authorized Signer(s). Please have the Secretary/Clerk certify both that the board has met and approved the financing and the titles of the Authorized Signer(s), and the specimen signature(s) of the Authorized Signer(s). ❑ Opinion of Counsel - Please have your counsel review the documents as soon as possible and prepare an Opinion of Counsel on their letterhead addressed to CHASE EQUIPMENT LEASING INC. We have enclosed a sample Opinion of Counsel which will satisfy CHASE EQUIPMENT LEASING INC. ❑ IRS Form 8038-G - Required form for tax-exempt financing. Please have Authorized Signer sign the bottom of the form. ❑ Insurance Letter - Prior to paying the vendor we need proof that the equipment is covered by insurance and CHASE EQUIPMENT LEASING INC. is loss payee and additional insured on the policy. Please have Authorized Signer sign the bottom of the form. ❑ Chase Equipment Leasing Inc., recommends a wire transfer as the preferred method of payment. If you desire payment by wire please fax me Your account information to fax #866-276-4068 which should include: Account Name:C' Q Account :D Bank: Bank Street Address: Bank City, State zip: T97D/ Bank Phone #• Bank ABA #• Dollar Amount of Wire Transfer: $2,500,000.0o Ref: CITY OF ROUND ROCK #1000130700