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R-07-09-13-11A1 - 9/13/2007 RESOLUTION NO. R-07-09-13-11A1 WHEREAS, the City of Round Rock, Texas ( "Lessee") proposes to enter into a Master Equipment Lease/Purchase Agreement (the "Master Lease" ) with All Points Public Funding, LLC, as lessor ( "Lessor" ) and City of Round Rock, as lessee ( "Lessee") and proposes to enter into Equipment Schedule No. 01 (Exhibits A-A7) thereunder to enable Lessee to finance the lease/purchase acquisition of up to $750, 000 principal amount of Equipment (as defined in Schedule No. 01 with the intent that the interest portion of the Rental Payments (as defined in the Master Lease) therefor, in an amount not to exceed 3 . 8670 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 No. 01, sufficient to pay both the principal and interest portion of the Rental Payments under the Master Lease and Schedule No. 01 . WHEREAS, the Master Lease and Schedule No. 01 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 No. 01 pursuant to the Master Lease in order to finance acquisition of the Equipment in a principal amount of up to $750, 000 at an interest rate not to exceed 3 . 867% per annum and, in order to secure the Master Lease and Schedule No. 01, to pledge its ad valorem taxes, in accordance with said Master Lease and Schedule No. 01 . 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 No. 01 to the Master Lease including all 0:\wdox\RESOLUTI\R70913AI.WPD/jkg attachments, financing statements and schedules thereto, such Master Lease and Schedule No. 01 to be in substantially the form presented to this meeting with such changes as the signing officer shall determine to be advisable. Further, said Mayor is authorized to execute, acknowledge and deliver in the name and on behalf of the Lessee any other agreement, instrument, certificate, representation and document, and to take any other action as may be advisable, convenient or necessary to enter into such Master Lease and Schedule No. 01; 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 No. 01 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 No. 01 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 day of September, 20 7 . NY W Mayor City of Round Rock, Texas ATTEST: .� 1,1.(x. CHRISTINE R. MARTINEZ, City S cretary 3 DATE: September 6, 2007 SUBJECT: City Council Meeting - September 13, 2007 ITEM: 11A1. Consider a resolution authorizing the Mayor to execute a Financing Program Agreement with All Points Public Funding, LLC, 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 $750,000, financed at an effective interest rate of 3.867%, 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: Interest costs at 3.867% ($51,564.00 total interest) Source of funds: 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 RESOLUTION NO. R-07-09-13-11A1 WHEREAS, the City of Round Rock, Texas ( "Lessee") proposes to enter into a Master Equipment Lease/Purchase Agreement (the "Master Lease" ) with All Points Public Funding, LLC, as lessor ( "Lessor" ) and City of Round Rock, as lessee ( "Lessee" ) and proposes to enter into Equipment Schedule No. 01 (Exhibits A-A7) thereunder to enable Lessee to finance the lease/purchase acquisition of up to $750, 000 principal amount of Equipment (as defined in Schedule No. 01 with the intent that the interest portion of the Rental Payments (as defined in the Master Lease) therefor, in an amount not to exceed 3 . 867% 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 No. 01, sufficient to pay both the principal and interest portion of the Rental Payments under the Master Lease and Schedule No. 01 . WHEREAS, the Master Lease and Schedule No. 01 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 No. 01 pursuant to the Master Lease in order to finance acquisition of the Equipment in a principal amount of up to $750, 000 at an interest rate not to exceed 3 . 867% per annum and, in order to secure the Master Lease and Schedule No. 01, to pledge its ad valorem taxes, in accordance with said Master Lease and Schedule No. 01 . 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 No. 01 to the Master Lease including all O:\wdox\RESOLUTI\R70913A1.WPD/jkg �' - p �- v1 - l3 ~ lIA ► attachments, financing statements and schedules thereto, such Master Lease and Schedule No. 01 to be in substantially the form presented to this meeting with such changes as the signing officer shall determine to be advisable. Further, said Mayor is authorized to execute, acknowledge and deliver in the name and on behalf of the Lessee any other agreement, instrument, certificate, representation and document, and to take any other action as may be advisable, convenient or necessary to enter into such Master Lease and Schedule No. 01; 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 No. 01 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 No. 01 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 0 day of September, 20 7 . i' NY W , Mayor City of Round Rock, Texas ATTEST: i�' ` tf CHRISTINE R. MARTINEZ, City S cretary 3 1 All Points Public Funding, LLC Catherine M.White 275 Broadhollow Road tel 631.531.2801 Assistant Treasurer Melville,NY 11747 fax 631.298.2332 Direct Tax-Exempt Lending cwhite@allpointscapital.com September 20, 2007 Mr. Howard Baker Purchasing Manager City of Round Rock 221 East Main Street Round Rock,Texas 78664 RE: City of Round Rock- $750,000.00 Master Equipment Lease-Purchase Agreement No. 01 dated September 20, 2007-Date of Funding: September 20, 2007 Dear Mr. Baker: All Points Public Funding,LLC is pleased to have provided tax-exempt financing to the City of Round Rock. Please note the following: Your All Points Lease # is: 5001-00144 Your 1st Payment Date is: March 20,2008 Please note the following payment options: 1. If payment is to be made by check please make check payable to: All Points Public Funding,LLC PO Box 3071 Hicksville,NY 11801-30 71 Please return a copy of this invoice with your check. 2. If payment is to be made by wire,please use the following wiring instructions: Receiving Bank: North Fork Bank ABA/Routing No.: 021407912 Beneficiary: All Points Capital Corporation Beneficiary Acct.No.: 4224020638 Add'l Info/FC: 5001-00144-City of Round Rock 3. If preferred,All Points can establish an ACH arrangement with your institution. All Points Public Funding, LLC is the named registered owner, original lessor, or assignee of the above- referenced lease, installment purchase agreement, loan, note, or bond. The tax ID for All Points Public Funding, LLC, is 11-2209667. Should you require a W-9 form or have any questions regarding your account, please contact me. Also, we have enclosed a set of documents for your transcript of proceedings. cerely, Brine hi e **IMPORTANT OTE FOR VEHICLE FINANCING IF APPLICABLE**: Lessee is hereby responsible for having the titl (s) to the financed vehicle(s) renamed with All Points Capital Corp , NY lien code: 61652, as lienh der, and it is incumbent upon Lessee to have said title(s) sent directly to All Points Capital Corporation, 275 Broadhollow Road, Melville, New York 11747, Attn: Title Department, within one hundred eighty(180)days after delivery of the vehicle(s). MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT (Texas Personal Property Finance Act) 1. Agreement. Subject to the terms and conditions contained in this Master Equipment Lease-Purchase .Agreement No. 01 dated SEPTFMBEIt 20,2007(this"Agreement").Al-i. POIN-rs PUBUC FUNDING.LLC. ;is lessor("Lessor"). xk hose muilinu,address i. 275 Broadhollow Road, Melville, New York 11747, hereby agrees to sell, uanster and lease to Cn) or Rt;r ND Rut K.a, Ic,Scc ("Lessee"). whose mailing address is 221 East Main Street. Round Rock. Texas 78664. and Lessee agrees to acquire. purchase and lease from Lessor, the items of personal property (together with any replacement parts, additronS. Substitutions. repau-S or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the"Equipment") described in each Equipment Schedule (hereinafter referred to as an "Equipment Schedule") that may tom time to time be executed by Lessor and Lessee that specifically incorporates the terms and conditions of this Agreement by reference (any such Equipment Schedule hereinafter referred to as a "Lease"), all in accordance with the provisions of Section 271.005 of the Texas Local Government Code, as amended,(the"Act"). Each Equipment Schedule(including the terms and conditions incorporated therein by reference) executed and delivered by Lessor and Lessee pursuant to this Agreement shall be considered a separate and independent Lease. This Agreement is not a commitment by Lessor to enter into any Lease not currently in effect, and nothing in this Agreement shall impose, or be construed to impose, any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion. 2. Term. The term of this Agreement begins as of the date hereof and shall continue so long as any amounts remain unpaid under a Lease. The term of each Lease shall commence on, and interest shall accrue from. the date identified in the related Equipment Schedule (the "Commencement Date") and shall continue for the number of months stated in such Equipment Schedule(the"Scheduled Term"),unless Lessee shall have terminated such Lease pursuant to Paragraph 10 of this Agreement or Lessor shall have terminated such Lease pursuant to Paragraph 16 of this Agreement(the Scheduled Term upon its expiration or as so terminated is herein referred to as the"Lease Term"). 3. Tax Levy; Interest and Sinking Fund. A special interest and sinking fund (the "Interest and Sinking Fund") is herebv created solely for the benefit of this Agreement and each Lease, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on, and principal of. the Agreement and each Lease. All ad valorem taxes levied and collected for and on account of the Agreement and each Lease shall be deposited. aS collected, to the credit of the Interest and Sinking Fund. During each year while any Lease or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and anwunt of ad %alorem ta:X nume% required to pay the interest on any such Lease as such interest comes due, and to provide and maintain a sinking fund adequate to pa) Ihr principal of any such Lease as such principal becomes due(but never less than 2%each year),and said tax shall be based on the latest approved tax rolls of the Lessee,with full allowance made for tax delinquencies and the cost of tax collection. ACCEPTED BY LESSOR: THE UNDERSIGNED HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH ON THIS PAGE AND THE FOLLOWING 6 PAGES (7 pages in total) OF THIS MASTER EQUIPMENT LEASE- ALL.POINTS P BLIC FUNDING, LC, Lessor PURCHASE AGREEMENT By: x CITY OF RO rint Name: Jonathan A. Lewis Title: Senior Vice President By: x- Date: September 20,2007rt Nan N I-E I'YMAXW LL. Title: MAV 0 Date: Septemb 2re 0 2007 Lessee's signatory warrants that he/she is duly authorized to execute this Master Equipment Lease-Purchase Agreement for and on behalf of the above named Lessee. 3.5. Legally Available Funds. "Legally Available Funds" means any funds, revenues, or ad valorem taxes available to the Lessee for its public purposes that the governing body of Lessee duly appropriates or are otherwise legally available for the purpose of making rental payments under this Agreement and each Lease. Lessee shall be obligated to appropriate from Legally Available Funds sufficient money in each Fiscal Period to meet all rental payments when due. Lessee hereby irrevocably pledges such revenues. funds, or taxes which constitute Legally Available Funds. within the limits prescribed by lim- that is City of Round Rock/All Points Public Funding,LLC Page I of 7 Master Equipment Lease-Purchase Agreement(TX PPFA) September 20.2007 R-0 7-10`1-13AI AI MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT (Texas Personal Property Finance Act) 1. Agreement. Subject to the terms and conditions contained in this Master Equipment Lease-Purchase Agreement No. 01 dared SIT'ITN-iBER 20.2007 (this`Agreement"),ALL POINTS Pt;BLIc FUNDING.LL.C, u, lessor(-Lessor-). N+hose m;tiling addrr", i, 275 Broadhollow Road, Melville, New York 11747, hereby agrees to sell, transfer and lease to 0) ul Rot .,,D Roo K.as Ieser ("Lessee"), whose mailing address is 221 East Main Street, Round Rock, Texas 78664. and Lessee agrees to acquire. purcha,c and lease from Lessor, the items of personal property (together with any replacement parts, addutons. ,ubstituuun,. repan, or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the"Equipment")described in each Equipment Schedule (hereinafter referred to as an "Equipment Schedule") that may from time to time be executed by Lessor and Lessee that specifically incorporates the terms and conditions of this Agreement by reference (any such Equipment Schedule hereinafter referred to as a "Lease"), all in accordance with the provisions of Section 271.005 of the Texas Local Government Code,as amended,(the"Act"). Each Equipment Schedule(including the terms and conditions incorporated therein by reference) executed and delivered by Lessor and Lessee pursuant to this Agreement shall be considered a separate and independent Lease. This Agreement is not a commitment by Lessor to enter into any Lease not currently in effect, and nothing in this Agreement shall impose, or be construed to impose, any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion. 2. Term. The term of this Agreement begins as of the date hereof and shall continue so long as any amounts remain unpaid under a Lease. The term of each Lease shall commence on, and interest shall accrue from, the date identified in the related Equipment Schedule (the "Commencement Date") and shall continue for the number of months stated in such Equipment Schedule(the"Scheduled Term"),unless Lessee shall have terminated such Lease pursuant to Paragraph 10 of this Agreement or Lessor shall have terminated such Lease pursuant to Paragraph 16 of this Agreement(the Scheduled Term upon its expiration or as so terminated is herein referred to as the"Lease Term"). 3. Tax Levy; Interest and Sinking Fund. A special interest and sinking fund (the "Interest and Sinking Fund") is herehv created solely for the benefit of this Agreement and each Lease, and the Interest and Sinking Fund ,hall be established and maintained by the City at an official depository of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on, and principal of'. the Agreement and each Lease. All ad valorem taxes levied and collected for and on account of the Agreement and each Lease shall be deposited.a, collected, to the credit of the Interest and Sinking Fund. During each year while any Lease or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad \d101-Cm tax nu>nev required to pay the interest on any such Lease as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of any such Lease as such principal becomes due(but never less than 2%each year),and said tax shall be based on the latest approved tax rolls of the Lessee,with full allowance made for tax delinquencies and the cost of tax collection. ACCEPTED BY LESSOR: THE UNDERSIGNED HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH ON THIS PAGE AND THE FOLLOWING 6 PAGES (7 pages in total) OF THIS MASTER EQUIPMENT LEASE- ALL POINTS PUBLIc FUNDING,LLC,Lessor PURCHASE AGREEMENT CITY OF N ss By: x Print Name: Jonathan A. Lewis Title: Senior Vice President By: TintName: {' Date: September 20, 2007 r L- �r l: , Title: 1111 , Date: September 20,2007 Lessee's signatory warrants that he/she is duly authorized to execute this Master Equipment Lease-Purchase Agreement for and on behalf of the above named Lessee. 3.5. Legally Available Funds. "Legally Available Funds" means any funds, revenues, or ad valorem taxes available to the Lessee for its public purposes that the governing body of Lessee duly appropriates or are otherwise legally available for the purpose of making rental payments under this Agreement and each Lease. Lessee shall be obligated to appropriate from Legally Available Funds sufficient money in each Fiscal Period to meet all rental payments when due. Lessee hereby irrevocably pledges such revenues, funds, or taxes which constitute Legally Available Funds. within the limits prescribed by lag. that n City of Round Rock/All Points Public Funding,LLC Page I of 7 Master Equipment Lease-Purchase Agreement(TX PPFA) September 20,2007 sufficient to provide timely payment of the Rental Payments when due. The official of Lessee responsible for budget preparation will include in the budget request for each Fiscal Period the rental payments to become due in such Fiscal Period from Legally Available Funds.Lessee shall pay rental payments from Legally.Available Funds exclusively to Lessor or its assignees in money of the United States of America. The rental payments shall be sent to the location specified by the Lessor or its assignee(s). Lessor shall have the option to charge interest at the highest net effective interest rate which does not exceed the net effective Interest rate provided in Section 1204.006 of the Texas Government Code, as amended, un any rental payment received later than the due date for the number of days that the rental payment(s) were late. Lessor shall also have the option, on monthly payments only, to charge a late fee on the monthly rental payment past due as provided in Paragraph 17 herein. The rental payments will be payable without notice or demand at the time and in the amounts shown on Exhibit A of the applicable Equipment Schedule. 4. Essentiality. Lessee represents that, with respect to each Lease, (a)the use and operation of the Equipment is essential to its proper, efficient and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the conclusion of the Scheduled Term of the related Lease. 5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPtiIENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE HAS COMPLIED NN ITH ANN PROCUREMENT LAWS APPLICABLE TO LESSEE UNDER THE LAWS OF THE STATE OF TEXAS. LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY AVIATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP AND/OR ITS QUALITY. AS BETWEEN LESSEE .AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL FAULTS." Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default shall have occurred and be continuing under a Lease, all rights and benefits that Lessor may have under any warranty,guaranty or the like which may be made with respect to the Equipment by the manufacturer, seller and/or supplier(collectively, the "Vendor") thereof. Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any intert-uption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment ol'any Lease for tax or accounting purposes or as to the compliance of the Equipment with applicable govemment regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor under any Lease shall not in any manner be affected thereby, including(without limitation) Lessee's obligations to pay Lessor all rental payments and other amounts payable under the related Lease. Lessee has selected the Equipment and the Vendor in compliance with any procurement or competitive bid laws applicable to the Lessee under the laws of the State of Texas ("Texas") and acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or the Vendor. Lessor has no obligation to install,erect,test,adjust,service or maintain the Equipment. 6. Delivery and Acceptance; Quiet Enjoyment. Lessee shall accept the Equipment upon its delivery and authorizes Lessor to insert on the Equipment Schedule the serial numbers and any additional description of the items of Equipment so delivered. As evidence of said acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance and Payment Request in the form attached as Exhibit A-1 to each Equipment Schedule. During the Lease Term of each Lease, Lessee shall be entitled to quiet enjoyment of the Equipment identified therein,subject to the terms of this Agreement. 7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State at the "Equipment Location" stated in the related Equipment Schedule and Lessee shall not remove any of the Equipment therefrom without Lessor's prior written consent. Lessee shall use the Equipment in a careful manner and shall at all times, at its sole expense, keep the Equipment in good operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. Lessee shall not make any alterations, additions, or improvements to the Equipment which are not readily removable without causing damage to or reducing the value of the Equipment. All alterations, additions, or improvements not readily removable shall become property of Lessor. 8. Title to Equipment; Security Interest. During the Lease Tetra of each Lease, title to the Equipment shall be vested in Lessee,subject to the rights of Lessor under such Lease. In the event Lessor terminates a Lease pursuant to Paragraph 16 of this Agreement, title to the related Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee. Lessee, at its expense, will protect and defend Lessee's title to the Equipment and Lessor's rights and interests therein and will City of Round Rock/All Points Public Funding,LLC page 2 ol'7 Master Equipment Lease-Purchase Agreement(TX PPFA) September 20,2007 keep the Equipment free and clear from any and all claims. liens, encumbrances and legal processes of'Lessee's creditors ind other persons. Lessor shall have the right during normal hours, upon reasonable prior notice to Lessee. to enter upon the premises where the Equipment is located in order to inspect the Equipment. To secure the performance of all of Lessee's obligations under each Lease, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first lien on the Equipment delivered under each respective Lease and on any proceeds therefrom. Lessee agrees to execute and deliver Such additional documents, including, Without li lilatlOn, Opinion" of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of each Lease and Lessor's rights thereunder. 9. Personal Property. The Equipment constitutes"personal property"under the Act in that it is personal property in the nature of appliances. equipment, or furnishings, or an interest in such type of personal property. The Equipment may be movable or fixed personal property, however the Equipment cannot constitute a permanent, immovable improvement. The Lessee may include materials and labor incidental to the Equipment as part of the Equipment. 10. Purchase of Equipment by Lessee; Prepayment. At the option of Lessee, and provided that no Event of Default has occurred and is continuing under a Lease, Lessor's interest in all, but not less than all, of the Equipment subject to a Lease will be transferred,conveyed and assigned to Lessee,and such Lease shall terminate: (a) upon payment in full of the rental payments under such Lease and all other payments then due thereunder or (b) on any rental payment date under such Lease, provided Lessee shall have delivered written notice at least 30 days prior to such date of Lessee's intention to purchase the Equipment subject to such Lease pursuant to this provision, by paying to Lessor, in addition to the rental payment due on such date, an amount equal to the concluding payment (the"Concluding Payment")shown for such rental payment date in the rental payment schedule included in the applicable Lease. Lessee shall not have the option to purchase the Equipment under a Lease as provided in the foregoing clause(b)on any rental payment date under such Lease for which a Concluding Payment is not stated in the applicable rental payment schedule. 11. Risk of Loss. Lessee shall bear the entire risk of loss, theft,destruction of or damage to tile Equipment or any part thereof from any cause whatsoever during the Lease Term of each Lease and thereafter until redelivery to a location designated by Lessor,and shall not be relieved of the obligation to pay rental payments or any other obligation thereunder because of any such occurrence. If(a)the Equipment or any portion thereof under a Lease is destroyed (in whole or in part) or is damaged by tire or other casualty or(b)title to,or the temporary use of, the Equipment or any part thereof under a Lease is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of anv insurance claim (including self-insurance) or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such COnClUdin Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair, restoration. modification or replacement or to pay such Concluding Payment in full, Lessee shall, at Lessor's direction, either complete time work or pay the then applicable Concluding Payment in full and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds. 12. Insurance. In the event Lessee is not self-insured(as hereafter provided), Lessee shall,at its expense, keep the Equipment fully insured against loss, fire, theft, damage or destruction from any cause whatsoever in an amount not less than the greater of (a) the total rental payments for the Scheduled Term of the applicable Lease,or(b) the full replacement cost of the Equipment without consideration for depreciation. Lessee shall also provide such additional insurance against injury, loss or damage to persons or property arising out of the use or operation of the Equipment as is customarily maintained by the owners of like property, with companies satisfactory to Lessor. Each policy shall provide that, as to the interest or coverage of Lessor or Lessor's assignee,the insurance afforded thereby shall not be suspended, forfeited or in any manner prejudiced by any default or by any breach of warranty, condition or covenant on the part of Lessee. If Lessee shall fail to provide any such insurance required under a Lease or, within ten (10) days after Lessor's request therefor, shall fail to deliver the policies or certificates thereof to Lessor, then Lessor, at its option,shall have the right to procure such insurance and to add the full cost thereof to the rental payment next becoming due, which Lessee agrees to pay as additional rent. All such insurance shall be in form, issued by such insurance companies and be in such amounts as shall be satisfactory to Lessor,and shall provide that losses, if any,shall be payable to Lessor as"loss payee," and all such liability insurance shall include Lessor as an "additional insured." Lessee shall pay the premiums for such insurance and deliver to Lessor satisfactory evidence of the insurance coverage required under each Lease. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payments of and execute and endorse all documents,checks or drafts received in payment for loss or damage under any such insurance policy. If Lessee is self-insured with respect to equipment such as the Equipment under an actuarially sound self-insurance program that Is City of Round Rock/All Points Public Funding,LLC Paue 3 of Master Equipment Lease-Purchase Agreement(TX PPFA) September 2U.2007 acceptable to Lessor, Lessee shall maintain during the Lease Term of each Lease such actuarially sound self-insurance program and shall provide evidence thereof in form and substance satisfactory to Lessor. 13. Fees; Taxes and Other Governmental Charges; Liens. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens(other than those created under the applicable Lease)and encumbrances, and to pay all charges, taxes and fees (including any recording or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment and shall give Lessor immediate written notice of any of the foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rental pavment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments and documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor's rights under each Lease or to otherwise effectuate the intent of this Agreement and each Lease. 14. Indemnification. To the extent authorized by law, Lessee shall indemnify and save Lessor, its officers,employees, agents, servants, successors and assigns, harmless from any and all liabilities (including, without limitation, negligence. tort and strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations, including (without limitation)attorneys' fees and costs, arising out of the ordering, purchase, delivery, rejection, non-delivery. ownership. selection, possession, leasing, renting, financing, operation, control, use, condition, maintenance, delivery. transportation. storage, repair, return or other disposition of the Equipment, any claims arising under federal, state or local environmental protection and hazardous substance clean up laws and regulations and any claims of patent. trademark or copyright infrinLemcnt or, in the event that Lessee shall be in default under a Lease, arising out of the condition of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall be payable solely from funds legally available for such purpose and shall continue in full force and effect notwithstanding the expiration. termination or cancellation of this Agreement or any Lease for any reason whatsoever. 15. Assignment; Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS AGREEMENT, ANY LEASE, OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS USE BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPLOYEES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT. ANY SUCH PURPORTED TRANSFER. ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S PRIOR WRITTEN CONSENT SHALL BE VOID. Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part of its interest in the Equipment, this Agreement, and one or more Leases, including,but not limited to, Lessor's rights to receive the rental payments under a Lease or any part thereof(in which event Lessee agrees to make all rental payments thereafter to the assignee designated by Lessor) without the necessity of obtaining Lessee's consent,provided, however-. Lessor will deliver to Lessee prior written notice of an assignment. No such assignment,transfer or conveyance shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee. During the term of this Agreement, Lessee shall keep,or cause to be kept, a complete and accurate record of all such assignments with respect to each Lease in form necessary to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"). Lessee agrees (unless otherwise stated), if so requested, to acknowledge each such assignment in writing within 15 days atter request therefor in the form attached as Exhibit A-3 to each Equipment Schedule. Lessee further agrees that any moneys or other property received by Lessor as a result of any such assignment,transfer or conveyance shall not inure to Lessee's benefit. 16. Events of Default; Remedies. Each of the following events constitutes an "Event of Default" with respect to a Lease: (a) Lessee fails to pay in full the rental payment due under such Lease on any date upon which such rental payment is due; (b) Lessee fails to comply with any other agreement or covenant of Lessee under such Lease for a period of 30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; (c) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (d) any warranty, representation or statement made in writing by or on behalf of Lessee in connection with such Lease is found to be incorrect or misleading in any material respect on the date made; (e) actual or attempted sale, lease or encumbrance of any of the Equipment under such Lease or the making of any levy, seizure or attachment thereof or thereon;or(f)an Event of Default occurs under any other Lease. Immediately upon the occurrence of an Event of Default under a Lease, Lessor may terminate the affected Lease and any other Lease or Lessee's rights thereunder and in any such event repossess the Equipment under such Lease or Leases, which Lessee hereby agrees, at its expense, to surrender promptly to Lessor at such location in the continental United States as Lessor shall direct. Such right of repossession and other rights as specifically provided in this Paragraph 16 shall constitute the sole remedies for Lessee's failure to make payments or otherwise perform its obligations when required under any Lease. If Lessor is entitled to repossess the Equipment under any provision of this Agreement, Lessee shall permit Lessor or its agents to enter the premises City of Round Rock/All Points Public Funding,LLC Page 4 of 7 Master Equipment Lease-Purchase Agreement(TX PPFA) September 20.2007 where the Equipment is then located. In the event of any such repossession,Lessee shall execute and deliver such ducumcnts a� may reasonably be required to restore title to and possession of the Equipment to Lessor. tree and clear of all lien; and lecunt% interests to which the Equipment may have become subject. Upon repossession. if the Equipment IN dama cd 0I tilhcn%i.c made less suitable for the purposes for which it was manufactured than when delivered to Lessee. Lessee agrees. at its option. to (a) repair and restore the Equipment to the same condition in which it was received by Lessee [reasonable %Near and tear c_\ccptcd) or(b)pay to Lessor the reasonable costs of such repair and restoration. In the event that Lessor sells or otherwise liquidates the Equipment following an Event of Default as herein provided and realizes net proceeds(atter payment of costs) in excess u1'total rental payments that would have been paid during the Scheduled Term plus any other amounts then due under the related Lease or Leases, Lessor shall immediately pay the amount of any such excess to Lessee. Lessor shall be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity. All rights and remedies of Lessor shall be cumulative and not alternative. Lessor's failure to exercise or delay in exercising any right or remedy shall not be construed as a waiver thereof, nor shall a waiver on one occasion be construed to bar the exercise of any right or remedy on a future occasion. Lessee agrees to reimburse Lessor for any expenses reasonably incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor,but only from legally available funds. 17. Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee under a Lease is nut paid within ten (10) days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent amount at the rate of one percent(I%)per month computed as simple interest,or the maximum amount permitted under applicable law, whichever is less. Such amount(s) shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided. 18. Rental Payments to Be Unconditional. Lessee agrees that as of the Commencement Date identified in the related Equipment Schedule, Lessee's obligations under each Lease are absolute and unconditional and shall continue without set-off. deduction,counterclaim, abatement, recoupment or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations. strike. loss. damage,destruction,obsolescence,failure of or delay in delivery or failure of the Equipment to operate properly. 19. Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of rental payment." under any Lease to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes,nor will it omit to take or cause to be taken, in a timely manner, any action which omission \would cause the interest component of rental payments under any Lease to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes. Lessee agrees to(a)execute and deliver to Lessor with respect to each Lease,upon Lessor's request,a tax certificate and agreement in form and content acceptable to Lessor and Lessee,relating to the establishment and maintenance of the excludability from gross income of the interest component of rental payments under such Lease for federal income tax purposes; and(b)complete and file in a timely manner an information reporting return with respect to each Lease as required by the Code. Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof)the use of which is legally required or otherwise restricted to pay directly or indirectly rental payments under a Lease. If Lessee breaches the covenants contained in this Paragraph 19 as provided in a Lease, the interest component of rental payments under such Lease may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, Lessee agrees to pay promptly after any such determination of taxability and on each rental payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludability (including without limitation, compensation relating to interest expense, penalties or additions to tax). which determination shall be conclusive(absent manifest error). It is Lessor's and Lessee's intention that each Lease not constitute a"true" lease for federal income tax purposes and therefore. it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment under each Lease for federal income tax purposes. 20. Lessee Representations and Warranties. Lessee hereby represents and wan-ants to and agrees with Lessor that: (a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c)of the Code and will du ur cause to be done all things necessary to preserve and keep in full force and effect its existence as such. City of Round Rock/All Points Public Funding,LLC Page 5 of 7 Master Equipment Lease-Purchase Agreement(TX PPFA) September 20,2007 (b) Lessee is a municipality. county, school district, conservation and reclamation district, hospital organization. or other political subdivision of the State of Texas so as to constitute a"governmental agency"under the.Act. (c) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Agreement and each Lease and has been duly authorized to execute and deliver this Agreement and each Lease and to carry out its obligations hereunder and thereunder. Lessee has provided to Lessor a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body (a form of which is attached as Exhibit D hereto) specifically authorizing Lessee to execute and deliver this Agreement and each Lease and all documents contemplated herebv and thereby. Lessee has provided to Lessor a full, true and correct copy of an Incumbency Certificate in substantially the form attached as Exhibit B hereto relating to the authority of the officers who have executed and delivered this Agreement and who will execute and deliver each Lease and all documents in connection herewith and therewith on behalf of Lessee. (d) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement and each Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Agreement and each Lease. (e), Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in anv \ta\ limits. restricts or prevents Lessee from entering into this Agreement or any Lease or performing anv of it,obligations hereunder or thereunder,except to the extent that such performance may be limited by bankrupWN. inwl\enrN reorganization ur other lim affecting creditors' rights generally. (f) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knox\ledge of Lessee is there an% basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transaction; contemplated by this Agreement, any Lease,or any other agreement or instrument to which Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement or any Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Agreement and each Lease or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained. (g) The payment of the rental payments or any portion thereof under each Lease is not (under the terms of this Agreement or any Lease)directly or indirectly(i)secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property: or (ii) on a present value basis. derived from payments (whether or not to Lessee) in respect of property. or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used. directly or indirectly. in any activity carried on by any person other than a state or local oovemment unit. No portion of the purchase price for the Equipment will be used,directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. (h) The entering into and performance of this Agreement and each Lease will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien. charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to an indenture. mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound,except as herein provided. (i) Lessee's name as indicated on the first page of this Agreement is its true.correct and complete legal name (1) The useful life of the Equipment will not be less than the Scheduled Term of the related Lease. (k) Lessee has entered into, or will enter into, each Lease for the purpose of purchasing, acquiring and leasing Clic Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. (1) The application, statements and credit or financial information submitted by it to Lessor are true and correct and made to induce Lessor to enter into this Agreement and each Lease. (m) During the term of this Agreement, upon request by Lessor, Lessee will provide Lessor with current Financial statements,reports,budgets or other relevant fiscal information within 30 days of such request. (n) On the Commencement Date of each Lease, Lessee shall cause to be executed and delivered to Lessor an Opinion of Lessee's Counsel in substantially the form attached as Exhibit C hereto. (o) Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement including the Act and any procurement and competitive bidding laws of the State. (p) Lessee has experienced no material change in its financial condition since September 30,2006. 21. Execution in Counterparts; Chattel Paper. This Agreement and each Lease may be executed in several counterparts. each of which shall be an original and all of which shall constitute but one and the same instrument;provided, however. that only Counterpart No. I of each Lease(including the terms and conditions of this Agreement incorporated therein by reference)shall constitute chattel paper for purposes of the applicable Uniform Commercial Code. 22. Applicable Law. This agreement and each lease shall be construed under the laws of the State of Texas. City of Round Rock/All Points Public Funding,LLC Page 6 of 7 Master Equipment Lease-Purchase Agreement(TX PPFA) September 20.2007 23. Binding Effect; Severability; Survival. This Agreement and each Lease shall not become effective until accepted by Lessor at its herein-described office, and upon such acceptance shall inure to and bind the parties. their successors. lesal representatives and assigns. No provision of this Agreement or any Lease that may be construed as unenlbrceahlc shiill m ,ui\ way invalidate any other provision hereof or thereof, all of which shall remain in full force and effect. 24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when mailed to said party by certified mail,return receipt requested,at its address set forth herein or such other address as either may designate for itself in such notice to the other. This Agreement and each Lease constitute the entire mutual understanding of the parties regarding the subject matter hereof and thereof and may not be modified except in writing, signed by the party against whom such modification is asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver such further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes of each Lease and any assignment thereof. In the event a court with competent jurisdiction rules that the interest rate charged under a Lease exceeds the maximum rate of interest allowed by applicable law, then the effective rate of interest under such Lease shall be automatically reduced to the maximum lawful rate allowable under the applicable laws. [this space intentionally left blank] City of Round Rock/All Points Public Funding,LLC Page 7 of 7 Master Equipment Lease-Purchase Agreement(TX PPFA) September 20,2007 EXHIBIT A ALL POINTS PUBLIC FUNDING, LLC EQUIPMENT SCHEDULE MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT NO.: 01 DATE OF MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT: SEPTEMBER 20,2007 EQUIPMENT SCHEDULE NO.: 01 EQUIPMENT SCHEDULE DATE: SEPTEMBER 20,2007 LESSEE: CITY OF ROUND ROCK COMMENCEMENT DATE: SEPTEMBER 20.2007 SCHEDULED TERM(NUMBER OF MONTHS): THIRTY-SIX(36)MON'ITIS 1. DESCRIPTION OF THE EQUIPMENT: Various capital equipment(see Equipment list attached to Exhibit A-1) *together with all accessories,attachments,substitutions and accessions. 2. EQUIPMENT LOCATION: CITY OF ROUND ROCK 3. RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows: Interest Rate 3.867% Date Principal Interest Total Rental Concluding Due Component Component Payment Due Payment* 03/20/08 119.092.80 14,501.20 133,594.00 643.525.34 09/20/08 121.395.45 12.198.55 133,594.00 519,701.99 03/20/09 123,742.62 9,851.38 133,594.00 393,484.51 09/20/09 126,135.18 7,458.82 133,594.00 264,826.63 03/20/10 128,573.99 5,020.01 133,594.00 133,681.16 09/20/10 131,059.96 2,534.04 133.594.00 - TOTAL 750,000.00 51,564.00 801,564.00 *Assumes that all rental payments and additional rentals due on and prior to that date have been paid. 4. Lessee's current Fiscal Period extends from October 1 to September 30. 5. For purposes of this Schedule,"State"means the State of Texas. 6. The terms and provisions of the Master Equipment Lease-Purchase Agreement described above (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 7. Lessee hereby represents, warrants and covenants that(i) its representations, warranties and covenants set forth in such Master Equipment Lease-Purchase Agreement (particularly Paragraph 20 thereof) are true and correct as though made on the date of execution of this Schedule, (ii) that it will at all times comply with the terms and conditions of the Agreement, and (iii) sufficient Legally Available Funds have been appropriated by Lessee for the payment of all rental payments due under this Schedule during Lessee's current Fiscal Period. A-] 8. Interest. if any, accruing from the Commencement Date to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule No.01. All Points Public Funding, LLC,as Less r City of Round Rock,as Lessee By: — By. Name: Jonath A. Lewis Name: Title: Senior Vice President Title: Counterpart No. '�-of C%anually executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper(as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. A-2 8. Interest, if any. accruing from the Commencement Date to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule No.01. All Points Public Funding, LLC,as Lessor City of Roun Ro s Les By: By. Name: Jonathan A. Lewis Na Title: Senior Vice President Title: 1-4 - �f�: Counterpart No. of_ manually executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper(as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. A-2 Equipment List .�. PARTIv1ENT YEgR1~I� :h MAKE COSI TFAT, T) ., Building Inspection 1FTRX12W77KD25009 2007 F- 150 P/U Ford $ 16,050.00 6/19/2007 Building Inspection 1FTRX12W37KD25007 2007 F-150P/U Ford $ 16,050.00 6/19/2007 Police 1FTRX12W17K©2355 2007 F-150 Su er crew P/U Ford $ 17,780.00 4/10/2007 Police 1FTRW12WXMC72356 2007 F-150 Super crew P/U Ford $ 20,929.00 4/10/2007 Police 1FTRW12W17FB 11810 2007 F-150 Super crew P/U Ford $ 20,929.00 4/10/2007 Police 2FAFP71W57X137437 2007 Crown Victoria Ford $ 36,518.22 7/27/2007 Police 2FAFP71W47X159543 2007 Crown Victoria Ford $ 23,433.22 8/13/2007 Police 1FTVX12597NA59643 2007 F-150 P/U Ford $ 24,022.00 8/8/2007 Police 2FAFP71WX7X137434 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W77X137438 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W17X137435 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W97X137439 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2fAFP71W87X137433 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W97X137442 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W67X137429 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W47X137428 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W67X137432 2007 Crown Victoria Ford $ 36,518.22 8/16/2007 Police 2FAFP71W27X137430 2007 Crown Victoria Ford $ 36,518.22 8/28/2007 Police 2FAFP71W57X137440 2007 Crown Victoria Ford $ 27,783.22 8/28/2007 Police 2FAFP71W67X159544 2007 Crown Victoria Ford $ 23,433.22 8/13/2007 Fire IFMEU63E 17UB74632 2007 Ford Explorer Ford $ 20,441.75 6/29/2007 Fire 1FMEU3E37UB74633 2007 Ford Explorer XLT Ford $ 19,330.25 6/14/2007 PARD 1FTPF12V57NA79674 2007 F-150 TRUCK Ford $ 16,175.00 6/26/2007 PARD 1FTSX205X8EB86060 2008 F-250 Su er Cab P/U Ford $ 19,434.25 7/12/2007 PARD 1FTNE14W17DB41769 2007 Econoline E-150 Van Ford $ 16,883.24 8/2/2007 PARD 1FTNE14W8DB41770 2007 Ca o Van Ford $ 15,658.99 7/27/2007 Streets/Drainage I 1FTRX12W57KD25008 2007 F-150 Su ercab P/U Ford $ 16,050.00 6/19/2007 Police 2FAFP71W27X137427 2007 Crown Victoria Ford $36,518.22 9/4/2007 $ 752,601.78 EXHIBIT A-] (TO EQUIPMENT SCHEDULE NO. Ol) CERTIFICATE OF ACCEPTANCE The undersigned, as Lessee under that certain Master Equipment Lease-Purchase Agreement No. 01 dated September 20, 2007 (the "Agreement"), which is incorporated by reference into that certain Equipment Schedule No. 01 dated September 20,2007(the "Lease"),each with All Points Public Funding, LLC, as lessor("Lessor"),herebv certifies: I The items of the Equipment identified in the Lease (the "Equipment ') have been delivered and installed at the location(s)set forth therein. 2. A present need exists for the Equipment which need is not temporary or expected to diminish in the near fUtWY. The Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority. 3. The estimated useful life of the Equipment based upon the manufacturer's representations and Lessees projected needs is not less than the term of lease with respect to the Equipment. 4. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as ofthe date of this Certificate. 5. The Equipment is covered by insurance in the types and amounts required by the Lease. 6. No Event of Default,as such term is defined in the Lease,and no event which with the giving of notice or lapse of time or both, would become an Event of Default, has occurred and is continuing on the date hereon. Sufficient finds have been appropriated by Lessee for the payment of all rental payments due under this Equipment Schedule No. 01 during Lessee's current Fiscal Period. 7. Attached hereto is the Equipment List including the dates of Equipment acquisition. Date: Approved: All Points Public Fu din , C,as Lessor City of Round Rock,as Lessee By: By: Jl , Name: ` 'e'er") � Name: Title: 'J.L Title: Yo JF A-I-1 EXHIBIT A-I (TO EQUIPMENT SCHEDULE NO.01) CERTIFICATE OF ACCEPTANCE The undersigned, as Lessee under that certain Master Equipment Lease-Purchase Agreement No. 01 dated September 20, 2007 (the -Agreement"), which is incorporated by reference into that certain Equipment Schedule No. 01 dated September 20,2007(the "Lease"),each with All Points Public Funding, LLC,as lessor("Lessor-"),hereby certifies: I- The items of the Equipment identified in the Lease (the 'Equrpnrent") have been delivered and installed at the location(s)set forth therein. 2. A present need exists for the Equipment which need is not temporary or expected to diminish in the near IutUre. The Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental function, of Lessee consistent with the permissible scope of Lessee's authority. 3. The estimated useful life of the Equipment based upon the manufacturer's representations and Lessers projected needs is not less than the term of lease with respect to the Equipment. 4. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this CerUhCate. 5. The Equipment is covered by insurance in the types and amounts required by the Lease. 6. No Event of Default,as such term is defined in the Lease,and no event which with the givin,,of notice or lapse of time or both, would become an Event of Default, has occurred and is continuing on the date hereon. Sufficient funds iia c been appropriated by Lessee for the payment of all rental payments due under this Equipment Schedule No. 01 during Lessee's current Fiscal Period. 7. Attached hereto is the Equipment List including the dates of Equipment acquisition. Date: Approved: All Points Public Funding,LLC,as Lessor City of Round Rock,as Les By: By: Name: Nam Title: Title: A-1-1 EXHIBIT A-2 (TO EQUIPMENT SCHEDULE NO. Ol) (ATTACH I.R.S. FORM 8038-G OR 8038-GC, AS APPROPRIATE A-2 Form 8038-G Information Return for Tax-Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720 (Rev. November 2000) ► See separate Instructions. Department ofthe Treasury Internal Revenue Service P Caution: If the issue rice is under$100,000, use Form 8038-GC. Reporting Authority If Amended Return, check here 00- 1 1 Issuer's name 2 Issuer's employer identification number City of Round Rock 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 2007-1 5 City,town, or post office, state, and ZIP code 6 Date of issue Round Rock,TX 78664 September 20,2007 7 Name of issue 8 CUSIP number $750,000.00 Master Equipment Lease Purchase Agreement No. 01 dated 9/20/07 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 Howard Baker,Purchasing Manager ( 512 ) 218-5455 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 15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . 15 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 ❑✓ Other. Describe ► 18 $750,000.00 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 ► Descri tion of Obligations. Complete for the entire issue for which this form is beinq filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted price at maturity average maturity (e)Yield 21 9/20/2010 $ 750,000.00 $ 750,000.00 3 ears 3.867 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . 22 0 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . 23 750,000.00 24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 0 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 0 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 0 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 0 28 Proceeds used to advance refund prior issues . . . . . . . . 28 0 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 0 30 Nonrefundin proceeds of the issue (subtract line 29 from line 23 and enter amount here). 30 750,000.00 Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► n/a years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► n/a years 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ► n/a 34 Enter the date(s) the refunded bonds were issued ► Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a 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 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 ► 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . ► ❑ 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, I declare that f Dilive ined this ret n and accompanying schedules and statements,and to the best of my knowledge and belief,they e,co ct, I Sign Here �•� '� & yd /Wixik'`L t L Ijimyc'K. Sign rs a orized representative Date 'Type r print name and title f For Paperwork eduction Notice, see page 2 of the Instructions. Cat.No. 637735 Form 8038-G (Rev. 11-2000) EXHIBIT A-3 (TO EQUIPMENT SCHEDULE NO. Ol) NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF LEASE INOT REQUIRED] A-3 EXHIBIT A-4 (TO EQUIPMENT SCHEDULE NO. 01) [complete only if Lessee is not self-insured] All Points Public Funding, LLC 275 Broadhollow Road Melville, New York 11747 September 20,2007 Re: Master Equipment Lease-Purchase Agreement No. 01 dated September 20,2007 and Equipment Schedule No. 01 thereto In connection with the above-referenced Equipment Schedule No. 01, City of Round Rock as lessee (the 'Lessee") certilies that it lids instructed the insurance tagent named below(please fill in name,address,and telephone number): Name of Agent:_yA.S'��lNyi�f3,,Y/Q/�f7Tp, /�41/VZ) ��/AJ 721— •� 7_1,�� 2)4110,/ W Address: O`?o�J �• 02,,91/Y *27 EET, /`�M10 Phone:- 4za_ �2/00 15yg0 to issue: Liobilirr Insurance. Lessee is required to maintain public liability insurance, personal injury and X property damage with policy limits of 51,000,000.00. The policy should be endorsed to name All Points Public Funding,LLC("APPF-)and/or its assigns as an additional insured. Cusuolq'Insurance. Lessee is required to maintain all risk extended coverage,malicious mischief and X vandalism insurance for the Equipment described in the above-referenced Equipment Schedule in the amount not less than the full replacement cost of the Equipment. Such insurance shall be endorsed to name APPF and/or its assigns as a co-loss payee with respect to such Equipment. The required insurance should also be endorsed to give APPF at least 30 days prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that the interest of APPF shall not be invalidated by any actions,inactions,breach of warranty or conditions or negligence of Lessee. Proot of insurance coverage will be provided to APPF prior to the time that the Equipment is delivered to Lessee. Very truly yours, City of Round Rock By: Name: Title: �Q/,s.4d /�A/✓/9GE.� — /�!/ .� Ti9��' A-4 EXHIBIT A-5 (TO EQUIPMENT SCHEDULE NO. 01) ]not required] A-5 EXHIBIT A-6 (TO EQUIPMENT SCHEDULE NO. 01) ESSENTIAL USE CERTIFICATE (not required) A-6 EXHIBIT A-7 (TO EQUIPMENT SCHEDULE NO. 01) BANK-QUALIFIED DESIGNATION [not required] A-7 EXHIBIT B INCUMBENCY CERTIFICATE 1. Oh R1S'fta6 J?.IYiAR,gj �do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of' City of Round Rork,a city organized under the laws of the State of Texas, that I have custody of the records of such entity. I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of' such entity holding the offices set forth opposite their respective names. I further certify that: (i) The signatures set opposite their respective names and titles are their true and authentic signatures,and (ii) Such officers have the authority on behalf of such entity to: a. Enter into that certain Master Equipment Lease-Purchase Agreement No. 01 dated September 20. 2007 (the "Agreement")and Equipment Schedule No.01 thereto dated September 20,2007(the "Schedule 1. each between City of Round Rock and All Points Public FUnding. LLC as lessor,and b. Execute Certificates of Acceptance and other documents relating to the Agreement and the Schedule. NAME TITLE IG: T11 f WFlat.+ XP m6 . N t15E� P.E. L r y IN WITNESS WHEREOF, I have duly executed this Certificate and affixed the seal of City of Round Rock hereto this 20111 day of September. 2007. [SEAL] (Secretary IC—Ior e) (other than the person signing the documents) B-1 EXHIBIT C OPINION OF LESSEE'S COUNSEL (please attach opinion of outside counsel) C-1 Sheets & Crossfield, P.c. ATTORNEYS AT LAW 09 Past Main Street• Round Rock,Ta?866a-52'i6 phone 512-255-887?•fax 512-255-8986 September 14, 2007 All Points Public Funding, LLC 275 Broadhollow Road Melville, New York 11747 Re: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT dated as of September 20, 2007 and that certain Schedule No. 01 dated as of September 20, 2007 (collectively, the "Agreement'), by and between CITY OF ROUND ROCK, TEXAS, as lessee ("Lessee'), and ALL POINTS PUBLIC FUNDING, LLC, as lessor("Lessor') Dear Sir or Madam: 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 00120968/jkg Page 2 Opinion of Counsel Letter September 14,2007 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 & Cro sfield, P.C. By: IV Stephaill. Sheets, City Attorney 2 RESOLUTION NO. R-06-10-12-11131 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 $750, 000 for the purpose of paying the costs of the Property. II. That all costs to be reimbursed pursuant hereto will be capital expenditures. No tax-exempt obligations will be issued by the Issuer in furtherance of this Resolution after a date which is later than 18 months after the later of (1) the date the expenditures are paid or (2) the date on which the property, with respect to which such expenditures were made, is placed in service. BPFDesk[op\::ODNA/W0RLD0X/0:/wdox/REsoLuT1/R61017B1.WPD/t'mc 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 12th day of October, 2006 . 000WEL , Mayor EST; City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Se etary 2 . EXHIBIT B INCUMBENCY CERTIFICATE iYt'41fan,32„ do hereby certify that I am the duly elected or appointed and acting SecretarvlClerk of City of Round Rock,a city organized under the laws of the State of Texas, that 1 ha%e Custody of the records of such entity. I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. 1 further certi fy that: (i) The signatures set opposite their respective names and titles are their true and authentic signatures,and (ii) Such officers have the authority on behalf of such entity to: a. Enter into that certain Master Equipment Lease-Purchase Agreement No. 01 dated September 20, 2007 (the "Agreement")and Equipment Schedule No. 01 thereto dated September 20,2007(the Scheda/r ). each between City of Round Rock and All Points Public funding. LLC, as lessor,and b. Execute Certificates of Acceptance and other documents relating to the Agreement and the Schedule NAME TITLE SIG. 'L' tx- IN WITNESS WHEREOF, I have duly executed this Certificate and affixed the seal of City of Round Rock hereto this 20th day of September,2007. [SEAL] r (SecretaryLC{erk-) (other than the person signing the documents) B-1