Loading...
R-01-09-13-15C3 - 9/13/2001 RESOLUTION NO. R-01-09-13-15C3 WHEREAS, the City of Round Rock has duly advertised for bids to lease/purchase various equipment for use by the City, and WHEREAS, Wells Fargo Brokerage Services, L.L.C. has submitted the lowest and best bid to lease/purchase said equipment to the City, and WHEREAS, the City Council wishes to accept the bid of Wells Fargo Brokerage Services, L.L.C. , Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City, subject to the City Manager' s and City Attorney' s approval of the final language and terms, a financing program agreement with Wells Fargo Brokerage Services, L.L.C. , to lease/purchase various equipment . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 13th day of Sep e 2001 . ROB RT A. STLUKA, J Mayor City of Round Rock, Texas JNE LAND, City Secretary ::ODMA\WORLDOX\O:\WDOX\RESOLUTI\R10913C3.WPD/SC DATE: September 7, 2001 SUBJECT: City Council Meeting—September 13, 2001 ITEM: 15.C.3. Consider a resolution authorizing the Mayor to execute a Financing Program Agreement with Wells Fargo Brokerage Services, L.L.C., to lease/purchase various equipment. Resource: David Kautz, Finance Director History: 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 fiscal year totals $1,000,000, financed at an effective interest rate of 3.69%, has a three-year amortization and is included in the operating budget. Funding: General Fund Cost: Interest cost at 3.69% Source of Funds: General Debt Service Fund Outside Resources: N/A Impact/Benefit: The program finances equipment at a tax-exempt interest rate. This lower borrowing cost frees up operating cash for other operating and capital equipment needs. Public Comment: N/A Sponsor: N/A EXECUTED DOCUMENT FOLLOWS Public Finance Wells Fargo Brokerage Services,LLC Cynthia M. Slawson Associate 1740 Broadway,MAC: C7322-026 ORIGINAL Denver.Colorado 80274 October 19 2001 Howard Baker City of Round Rock 221 East Main Street Round Rock, Texas 78664 Re: Payment Instructions for Lease No. 1349-001 Dear Mr. Baker: Enclosed are the Notice of Assignment, Certificate of Lessor and documents for the above-referenced lease. The first payment is due March 27, 2002 and semi-annually thereafter. We will invoice you approximately 30 days in advance of your payment due date. If you have questions related to the invoicing or status of your payments, please contact Aaron Swenson,of WFBS Lease Accounting at(800) 835-2265, extension 6-1181. The mailing address for your payments will be: Wells Fargo Brokerage Services, LLC NW-8210 P.O. Box 1450 Minneapolis,MN 55485-8210 If you have questions regarding disbursements/vendor payments out of the escrow account, please contact Cindy Slawson at(303) 863-6409. We would ask that you forward your next annual financial statement (audited, if available), when completed, as well as annually thereafter until the lease is paid off. Please have Wells Fargo Brokerage Services, LLC, 1740 Broadway,MAC C7322-026,Denver, Colorado 80274 named as lienholder on vehicle title. Thank you for selecting Wells Fargo for your financing. We appreciate your business and look forward to serving you. Sincerely, Cynthia M. Slawson Associate Enclosures Wells Fargo Public Finance(WFPF)includes departments of Wells Fargo Brokerage Services, LLC(member NASD/SIPC/Chicago Stock Exchange) and Wells Fargo Bank, N.A., brokerage and bank afliates of Wells Fargo & Company. WFPF has entered into arrangements with its affiliates under which WFPF may pay compensation to them of up to 25%of its net fee for referrals and assistance in finding, soliciting, and obtaining business. Non-deposit investment products offered by Wells Fargo brokerage and bank affiliates are not FDIC insured, are subject to investment risk and not guaranteed by a bank unless otherwise specified. NOTICE OF ASSIGNMENT Wells Fargo Brokerage Services, LLC, "Lessor," has assigned to R R Enterprises, LLC, Mitchell, South Dakota "Assignee," all of the Lessor's right, title, and interest in the Governmental Lease Purchase Master Agreement Lease No. 1349-001 dated September 27, 2001 and Supplement dated September 27, 2001 between the Lessor and City of Round Rock, Texas the "Lessee." Wells Fargo will act as agent and servicer for the assignee; therefore, all contract administration and rent payments due during the term of the lease should continue to be directed to: Wells Fargo Brokerage Services, LLC NW-8210 P.O. Box 1450 Minneapolis, MN 55485-8210 Dated as of October 1, 2001 Lessor: Well Fargo Brokerage Services, LLC By: r - ts: �Inior Vice Preside CERTIFICATE OF LESSOR 1. City of Round Rock, Texas (the "Lessee") and Wells Fargo Brokerage Services, LLC (the "Lessor"), have entered into a Governmental Lease Purchase Master Agreement No. 1349- 001 dated as of September 27, 2001 and Supplement dated September 27, 2001, (the "Master Lease"). 2. The Lessor certifies and declares that (i) this transaction will be sold to no more than thirty-five (35) persons, each of whom the Lessor reasonably believes: (a) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment; and(b) is not purchasing for more than one account or with a view to distributing the securities; and (ii) this transaction will only be offered in authorized denominations of$100,000 or more. 3. The Lessor understands that such a primary offering of municipal securities is exempt from the provisions of SEC Rule 15c2-12 (The "Rule") by reason of the provisions of paragraph (d)(1) thereof which provides an exemption for primary offerings of municipal securities in authorized denominations of$100,000 or more if such securities are sold to no more than thirty- five (35) sophisticated investors who are not purchasing for more than one account or with a view to distributing the securities. 4. The Lessor understands that the Lessee will be relying upon this certification to demonstrate the exemption of the transaction from the provisions of Rule 15c2-12 and that, as a result of this exemption, the Lessee will not be required to comply with the information reporting or event reporting requirements of the Rule. Dated: October 1, 2001 WELLS FARGO BROKERAGE SERVICES, LLC By. r.: Ynior Vice President i RESOLUTION NO. R-01-09-13-15C3 WHEREAS, the City of Round Rock has duly advertised for bids to lease/purchase various equipment for use by the City, and WHEREAS, Wells Fargo Brokerage Services, L.L.C. has submitted the lowest and best bid to lease/purchase said equipment to the City, and WHEREAS, the City Council wishes to accept the bid of Wells Fargo Brokerage Services, L.L.C. , Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City, subject to the City Manager' s and City Attorney' s approval of the final language and terms, a financing program agreement with Wells Fargo Brokerage Services, L.L.C. , to lease/purchase various equipment . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 13th day of Sep e 2001 . ROB RT A. STLUKA, J Mayor City of Round Rock, Texas J&NNE LAND, City Secretary ::ODMA\WORLDOX\O:\WDOX\RESOLUTI\R10913C3.WPD/sc GOVERNMENTAL LEASE - PURCHASE MASTER AGREEMENT Name and Address of Lessee: Lessor: City of Round Rock Wells Fargo Brokerage Services, LLC 221 East Main Street Public Finance Division Round Rock, Texas 78664 1740 Broadway,MAC C7322-026 Denver, Colorado 80274 1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property described in a Supplement or Supplements to this Master Lease from time to time signed by Lessor and Lessee upon the terms and conditions set forth in the related Supplement (such property together with all replacements, repairs and additions incorporated therein or affixed thereto being referred to herein as "Equipment"). The lease of the items described in a particular Supplement shall be considered a separate lease pursuant to the terms of the Master Lease and the Supplement the same as if a single lease agreement containing such terms had been executed covering such items. The execution by Lessee of each Supplement shall evidence a determination by the Lessee that the Equipment covered thereby is essential to its proper, efficient and economic operation and desires to enter into that Supplement for the acquisition of that Equipment under the terms hereof, that the Equipment is necessary for the governmental functions of Lessee, and that Lessor is neither the manufacturer nor a dealer or merchant of said Equipment, but has agreed to provide the funding for and on behalf of Lessee for the acquisition of said Equipment under the terms hereof at the specific request of Lessee. 2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate(herein so called)in the form to be provided by Lessor. 3. TERM. The term of this Lease shall begin on the date it is acgepted by Lessee as indicated on the Delivery and Acceptance Certificate and shall continue from the rent commencement date shown in the related Supplement unless earlier terminated as provided herein. The rent commencement date is the Acceptance Date as recorded on the Acceptance Certificate;provided however,the term of this Lease shall not exceed twenty-five(25)years. 4.RENT.Lessee shall pay as basic rent for the full term of this Lease the amount shown in the related Supplement as Total Rent, and a portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A"attached to the related Supplement sets forth the interest component of each rent payment during the term. The Total Rent shall be payable in installments each in the amount of the basic rental payment set forth in the related Supplement plus any applicable sales and use tax thereon. Lessee shall pay rent in installments as shown in the Related Supplement. Except as specifically provided in Section 5 hereof,the rental payments will be absolute and unconditional in all events and will not be subject to any set-off,defense,counter claim or recoupment for any reason whatsoever. The net effective interest rate under this Lease shall not exceed the net effective interest at which public securities may be issued in accordance with Tex. Rev. Civ. Stat. Ann. Art. 717k-2. 5. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Agreement, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Funds shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on, and principal of, the Agreement. All ad valorem taxes levied and collected for and on account of the Agreement shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while the Agreement or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax money required to pay the interest on the 1 Agreement as such interest become due, and to provide and maintain a sinking fund adquate to pay the principal of the Agreement as such principal comes due (but never less than 2% each year), and said tax shall be based on the latest approved tax rolls of the Lessee,with full allowance made for tax delinquencies and the cost of tax collection. 6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in effect or any part of Lessee's obligations to Lessor remain unfulfilled,shall continue to warrant at all times,that: (a) Lessee is a State, a Territory or a possession of the United States, the District of Columbia, or a political subdivision of any of the foregoing within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and Rulings related thereto. If Lessee is incorporated, it is duly organized and existing under the Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect. (b)Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution, if requested by Lessor, is attached hereto) to execute and deliver this Lease and each Supplement and to carry out its obligations hereunder. (c) All requirements applicable to the Lessee have been met, and procedures have occurred in order to insure the enforceability of this Lease,and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease. (d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than Lessee. (e)This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance with the respective terms hereof. (f) This Lease is not an arbitrage bond for purposes of Section 148 of the Internal Revenue Code of 1986, as amended, and Lessor and its assigns are entitled to treat the interest portion of the payments to be made hereunder as exempt from federal income taxes under Section 103 (a)of the Internal Revenue Code of 1986, as amended. (g) The Lessor, as agent for the Lessee, shall maintain records relating to the holder of the Lease, including the Lessor and its assigns, sufficient to comply with the registration requirements of Section 149(a) of the Internal Revenue Code of 1986,as amended. (h) This Lease is not and shall not become a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986,as amended. (i) Lessee shall comply with all provisions of the Internal Revenue Code of 1986 which are necessary to preserve the tax exempt status of the interest component of the payments made and to be made under this Lease, including, without limitation,the investment and rebate provisions of Section 148,the prohibition against federal guaranties under Section 149 (b)and the information reporting requirements of Section 149(e). 7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgment and disclaims any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item of Equipment for any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor. 2 8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee. For as long as title to the Equipment vests in Lessee ,Lessee at its expense shall protect and defend the title and keep it free of all claims and liens other than the rights of Lessee hereunder and claims and liens created by or arising through Lessor. The Equipment shall remain personal property regardless of its attachment to realty, and Lessee agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty. 9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's obligations hereunder. Lessee agrees to execute or deliver such additional documents, including, without limitation, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain the confirmation or perfection of this Lease and Lessor's rights hereunder provided that the terms and provisions of any such document are reasonable and the document is reasonably requested; and provided further that the execution of any such document shall be subject to the discretion and judgement of the officers and governing body of the Lessee. 10.LAWS AND TAXES.Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall promptly pay when due all sales, use, property,excise and other taxes and all license and registration fees now or hereafter imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however, any taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file all tax returns relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the applicable taxing jurisdiction. Notwithstanding anything to the contrary in this Master Lease, the Lessee and Lessor agree the Equipment is exempt from taxation in accordance with Texas law, and that Lessee or Lessor shall have the full right to administratively or judicially challenge any tax or assessment levied or attempted to be levied on the Equipment. Save and except to the extent necessary to pay any tax or assessment to protect the property and security interests of the Lessee and Lessor,the Lessee may, in its sole discretion, elect not to pay any tax or assessment until such time as the tax or assessment is determined to be due and owing on the Equipment by a final judgement issued by a court of competent jurisdiction. 11. INDEMNITY. To the extend allowed by law, Lessee hereby indemnifies and agrees to save Lessor harmless from any and all liability and expense arising out of the ordering, ownership, use, condition or operation of each item of Equipment during the term of this Lease, including liability for death or injury to persons, damage to property, strict liability under the laws or judicial decisions of any state or the United States, and legal expenses in defending any claim brought to enforce any such liability or expense,but excluding any liability for which Lessee is not responsible under Section 10. 12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise encumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove the Equipment from its location referred to above. With Lessee's consent, not to be unreasonably withheld, Lessor may assign its interest in this Lease and the equipment. 13.INSPECTION.Lessor may inspect the Equipment at any time and from time to time during regular business hours. 14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will maintain the Equipment in good repair, condition and working order and will furnish all parts and services required therefore, all at its expense. All such parts when furnished shall immediately become the property of Lessor and part of the Equipment for all purposes hereof. 15. LOSS OR DAMAGE. In the event any item of Equipment shall become lost, stolen, destroyed, damaged beyond repair or rendered permanently unfit for use for any reason,or in the event of condemnation or seizure of any item of Equipment, Lessee shall promptly pay Lessor(a)the amount of all rent and other amounts payable by Lessee hereunder with respect to such item due but unpaid at the date of such payment plus(b)the amount stated in the Supplement or an exhibit thereto as the Termination Balance included in Exhibit "A", plus (c) an amount equal to the applicable final purchase price set forth in the Supplement or any exhibit thereto, less (d) any unaccrued interest. Upon payment of such amount to Lessor, such item shall become the property of Lessee, Lessor will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and interest therein,the rent with respect to such item shall terminate, and the basic rental payments on the remaining items shall be reduced accordingly. Lessee shall pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be credited to Lessee's obligation under this paragraph and Lessee shall be entitled to any surplus. 3 16. INSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment at its own expense (a) liability insurance against liability for bodily injury and property damage with a minimum limit of$500,000 combined single limit and (b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full replacement value of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance.Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies to Lessee in at least the minimum amounts required herein. Each such policy shall be in such form and with such insurers as may be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at least 10 days prior written notice of any alteration in the terms of such policy or the cancellation thereof, and a clause specifying that no action or misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence of or to examine any such policy or to advise Lessee in the event any such policy shall not comply with the requirement thereof. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. Lessee may obtain and provide coverage by municipal risk pool agreement, in lieu of providing any insurance required by this Master Lease. In this Master Lease,the word"insurance"shall mean and include risk pool coverage. 17. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further documents and take such further action as Lessor may reasonably request in order to more effectively carry out the intent and purpose of this Lease.. Lessee will furnish,from time to time on request,a copy of Lessee's latest annual balance sheet and income statement. 18. LATE CHARGES. If any installment of basic rent is not paid when due or within 5 days thereafter,Lessor may impose a late charge of up to 5% of the amount of the installment but in any event not more than permitted by applicable law. Payments thereafter received shall be applied first to delinquent installments and then to current installments. 19. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder (a) Lessee shall fail to pay when due any installment on basic rent after receiving 10 days notice from Lessor and an opportunity to cure; (b) Lessee shall fail to observe or perform any other agreement to be observed or performed by Lessee hereunder and the continuance thereof for 30 calendar days following written notice thereof by Lessor to Lessee; (c) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false or misleading in any material respect; or(d) Lessee shall voluntarily file, or have filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt,or similar relief under the federal or state Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of it or all of a substantial part of its assets. 20.REMEDIES.Lessor and Lessee agree that Lessor's damages suffered by reason of an Event of Default are uncertain and not capable of exact measurement at the time this Lease is executed because the value of the Equipment at the expiration of this Lease is uncertain, and therefore they agree that for purposes of this Section 20 "Lessor's Loss" as of any date shall be the sum of the following: (1) the amount of all rent and other amounts payable by Lessee hereunder due but unpaid as of such date,plus(2)the amount stated in the Supplement or an exhibit thereto as the Termination Balance, less(4)unaccrued interest. Upon the occurrence of an Event of Default and at any time thereafter,Lessor may exercise any one or more of the remedies listed in this Section as Lessor in its sole discretion may lawfully elect; provided, however, that upon the occurrence of an Event of Default specified in Section 19 (d), an amount equal to Lessor's Loss as of the date of such occurrence shall automatically be and become immediately due and payable without notice or demand of any kind. Lessor must attempt to mitigate Lessor's Loss and damages. A.Lessor may,by written notice to Lessee,terminate this Lease and declare an amount equal to Lessor's Loss as of the date of such notice to be immediately due and payable, and the same shall thereupon be and become immediately due and payable without further notice or demand, and all rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain liable as provided in this Section 20. Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or locations within the continental United States designated by Lessor. Lessor may also enter upon the premises where the Equipment is located and take immediate possession of and remove the same with or without instituting legal proceedings. B. Lessor may proceed by appropriate court action to enforce performance by Lessee of the applicable covenants of this Lease or to recover, for breach of this Lease, Lessor's Loss as of the date Lessor's Loss is declared due and payable hereunder; provided, however, that upon recovery of Lessor's Loss from Lessee in any such action without having to 4 repossess and dispose of the Equipment,Lessor shall transfer the Equipment to Lessee at its then location upon payment of any additional amount due under clause(C,D,E)below. C. In the event Lessor repossesses the Equipment, Lessor shall either retain the Equipment in full satisfaction of Lessee's obligation hereunder or sell or lease each item of Equipment in such a manner and upon such terms as Lessor may in its sole discretion determine. The proceeds of such sale or lease shall be applied to reimburse Lessor for Lessor's Loss and any additional amount due under clause(D,E)below. Lessor shall be entitled to any surplus and Lessee shall remain liable for any deficiency. For purposes of this subparagraph,the proceeds of any lease of all or any part of the Equipment by Lessor shall be the amount reasonably assigned by Lessor as the cost of such Equipment in determining the rent under such Lease. D.Lessor may recover interest on the unpaid balance of Lessor's Loss from date it becomes payable until fully paid at a rate of 8%per annum,but in any event not more than permitted by applicable law. E.Lessor may exercise any other right or remedy available to it by law or by agreement, and may in any event recover legal fees and other expenses incurred by reason of an Event of Default or to the exercise of any remedy hereunder, including expenses of repossession,repair, storage,transportation,and disposition of the Equipment. No remedy given in this section is intended to be exclusive, and each shall be cumulative but only to the extent necessary to permit Lessor to recover amounts for which Lessee is liable hereunder.No express or implied waiver by Lessor of any Event of Default shall constitute a waiver of any other Event of Default. 21.NOTICES. Any written notice hereunder shall be deemed to have been given when delivered personally or deposited in the United States mail, by certified mail, return receipt requested, addressed to the party's address set forth above or at the party's last known address. 22.NET LEASE AND UNCONDITIONAL OBLIGATION. This Lease is a completely net lease and Lessee's obligation to pay the rent and amounts payable by Lessee under Sections 15 and 20 is unconditional and not subject to any abatement, reduction,setoff or defense of any kind except as expressly provided herein. 23. PREPAYMENT. This lease and any related supplement may be prepaid in whole, but not in part, with forty-five (45) days written notice to Lessor,upon payment of the amount set forth as Termination Value on the Exhibit A attached to said Supplement. 24.NON-CANCELLABLE LEASE. This Lease cannot be canceled or terminated except as expressly provided herein. 25. SURVIVAL OF INDEMNITIES. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease to the extent the obligations arose before termination. 26. MISCELLANEOUS. Any provision of this Lease which is unenforceable in any jurisdiction shall, as to jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions of this lease, and any such unenforceability in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall in all respects be governed by, and construed in accordance with, the substantive laws of the state in which the Lessee is located. 27. VENUE. This Lease is governed by the laws of the State of Texas and all obligations of the parties under this contract are performable in Williamson County,Texas. 28. USURY SAVINGS CLAUSE. This Lease is intended to be performed in accordance with, and only to the extent permitted by, all applicable usury laws. If any provision hereof or the application thereof to any person or circumstances shall, for any reason and to the extent, be invalid or unenforceable, neither the application of such provision to any other person or circumstance nor the remainder of the instrument in which such provision is contained shall be affected thereby and shall be enforced to the greatest extent permitted by law. It is expressly stipulated and agreed to be the intent of the Lessor to at all times comply with the usury and other applicable laws now or hereafter governing the interest payable on this Lease. If the applicable law is ever revised,repealed or judicially interpreted so as to render usurious any amount caller for under this Lease or contracted for, charged, taken, reserved or received with respect to the indebtedness evidenced by this Lease, or if Lessor's exercise of the option to accelerate the maturity of this Lease, or if any prepayment by Lessee 5 results in Lessee having paid any interest in excess of that permitted by law, then it is the express intent of Lessee and Lessor that all excess amounts theretofore collected by Lessor be credited on the principal balance of this Lease (or, if this Lease has been paid in full, refunded to Lessee), and the provisions of this Lease immediately be deemed reformed and the amounts thereafter collectable hereunder and thereunder reduced, without the necessity of the execution of any new document,as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid, by Lessee for the use, forbearance, detention, taking, charging, receiving or reserving of the indebtedness of Lessee to Lessor under this Lease shall, to the maximum extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the usury ceiling from time to time in effect and applicable to such indebtedness for so long as such indebtedness is outstanding. Additionally, to the maximum extent permitted by applicable law now or hereafter in effect, Lessor may, at its option and from time to time implement any other method of computing the Maximum Rate under TEX. REV. CIV. STAT. ANN. Article 5069-1.04, as amended, or under other applicable law by giving notice, if required, to Lessee as provided by applicable law now or hereafter in effect. Notwithstanding anything to the contrary contained, it is not the intention of Lessor to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. 30. SEVERABILITY. If any one or more of the terms,provisions or conditions contained in this Master Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect under Texas law, such invalidity, illegality or unenforceability shall not effect any other provisiion of this Master Lease, but this Master Lease shall be construed as if such invalid, illegal or unenforeable provision had not been contained herein. However, if Lessee's obligation to pay the Rent payments is determined herein. However, if Lessee's obligation to pay the Rent payments is determined to be invalid or unenforceable,this Lease at the option of Lessor shall terminate. 6 [Signature Page to Master Agreement] Executed and effective as of the day of September, 2001. Less Ci of Ron Rock, Texas 41 r By. (7 - 1%w — , Its: 09)q Lessor: Wells Fargo Brokerage Services, LLC By: Its: Vice President R, Sheets & Crossfield, P.C. ATTORNEYS AT LAW 309 East Main Street•Round Rock,TX 78664-5246 phone 512-255-8877•fax 512-255-8986 September 27, 2001 Lessee: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Lessor: Wells Fargo Brokerage Services, LLC Public Finance Division 1740 Broadway, MAC C7322-026 Denver, Colorado 80274 Re: Governmental Lease-Purchase Master Agreement dated as of September 27, 2001, by and between Wells Fargo Brokerage Services,LLC (`Lessor") and City of Round Rock, Texas ("Lessee") Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the Governmental Lease-Purchase Master Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Supplement attached thereto and executed pursuant thereto (together,the"Lease"). Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a political subdivision of the State of Texas (the"State"), duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee, and is a legal,valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting,public records,public bidding and all other laws, rules, and regulations of the State. O:\wdox\CORK\gnl\wel Isfar\00010637.WPD 5. The execution of the Lease will not result in the violation of any constitutional, statutory or other limitation relating to the manner,form,or amount of indebtedness which may be incurred by Lessee. The Lease is a general obligation and debt of Lessee that complies with all applicable debt limitation and referendum requirements. The Lease will not result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest o other encumbrance upon any assets of the Lessee, or on the Equipment pursuant to any indenture,mortgage,deed of trust,bank loan or credit agreement or other instrument to which the Lessee is a party, or by which it or its assets may be bound. 6. There are no actions,suits or proceedings pending or to the knowledge of the Lessee or the undersigned,threatened against or affecting the Lessee in any court or before any governmental commission, board of authority which, if adversely determined, will have a materially adverse effect on the ability of the Lessee to perform its obligation under the Lease. 7. Under existing regulations of the Internal Revenue Code, the indebtedness of the Lessee is not an arbitrage bond within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended. 8. The Lease is not a private activity bond within the meaning of Section 141 of the Internal Revenue Code of 1986 and the Lease has been designated by the Lessee as a qualified tax exempt obligation for purposes of Section 265 (b)(3) of the Internal Revenue Code of 1986. Sincer ly Steph L. Sheets City Attorney Wells Fargo Brokerage Services,LLC SUPPLEMENT TO MASTER LEASE 1740 Broadway,MAC C7322-026 Denver,Colorado 80274 Name and address of Lessee: Supplement#1349-001 City of Round Rock 221 East Main Street Round Rock,Texas 78664 This is a Supplement to the Governmental Lease-Purchase Master Agreement dated September 27, 2001 and between Lessor and Lessee (the "Master Lease"). Upon the execution and delivery by Lessor and Lessee of this Supplement, Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the Property described below upon the terms and conditions of this Supplement and the Master Lease. PROPERTY DESCRIPTION Quantity Serial Number 44 Vehicles and Equipment Location of Property(if different from Lessee's address) SCHEDULE OF RENT PAYMENTS Basic Rental Number of Advance Payments Payments Payments $177,593.10 6 -0- Rent commencement date: September 27,2001 Term in months from rent commencement Interest Rate First Payment Final Purchase Date Option Price 36 months (May not exceed 299 months) 3.69% March 27,2002 $1.00 Rental payment period(check one) y ❑Annually ❑ Monthly FINANCE AMOUNT $1,000,000 ❑Quarterly ❑Other-see additional ® Semi-annually provisions TOTAL RENT $1,065,558.60 Additional Provisions: Lessor: Wells Fargo Brokerage Services, LLC Les ity of Rollnd Rock, eras By ,, ,-�_ _;E - a _V Its-Vice President Its Date: September 27,2001 Date: September 27,2001 Vehicles City of Round Rock Exhibit A Costs Funded Payment Rate 6 Payments Level Payment Closing Fees Average Life $1,000,000.00 3.690% 2 per year $177,593.10 [$0.00) 1.77 years 3.690%Rate Fctr—.177593 21.3 months Commencement: Sep 27,2001 ClosingDate: Se 27,2001 Pmt Total Payment Interest Principal After Payment After Payment Payment Due Termination Due Payment Due Payment Due Principal Balance Date Value $0.00 $19000,000.00 Sep 27,2001 1 $1779593.10 $189450.00 $1599143.10 $8409856.90 $846,266.70 Mar 27,2002 2 $177,593.10 $15,513.81 $162,079.29 $6789777.61 $6829425.43 Sep 27,2002 3 $177,593.10 $129523.45 $1659069.65 $5139707.96 $515,921.75 Mar 27,2003 4 $177,593.10 $99477.91 $168,115.19 $3459592.78 $3469712.38 Sep 27,2003 5 $177,593.10 $6,376.19 $1719216.91 $1749375.86 $1749753.36 Mar 27,2004 6 $177,593.10 $39217.23 1 $1749375.86 $0.00 $1.00 Sep 27,2004 FINAL PURCHASE OPTION PRICE: $1.00 By. L'a Its: Dated as of C:\Proposals\Round Rock.xls 9/5/019:31 AM Wells Fargo Brokerage Services DELIVERY AND ACCEPTANCE CERTIFICATE TO: WELLS FARGO BROKERAGE SERVICES, LLC RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED SEPTEMBER 27, 2001 AND SUPPLEMENT DATED SEPTEMBER 27, 2001 FOR: VEHICLES AND EQUIPMENT (AS DESCRIBED IN ATTACHED EXHIBIT E) We hereby accept the property described in the above LEASE (the "Property") and agree that it is now subject to LEASE. The Acceptance Date below is also the Rent Commencement Date in the related Supplement to the Master Lease. LESSEE: City of Round Rock, Texas BY. inAVOk, (Title) September 27, 2001 (Acceptance Date) (Must be date lease funds) 1 J h 8/1/01 Exhibit E PROPOSED EQUIPMENT LIST Department Tag I.D.# Description Vin# Cost Fire 011198 2001 Ford Excursion UT 1 FMSU41 F61 EC46168 $35,583.57 Public Works 011202 2001 Ford Explorer 4x2 J 1 FMZU62E31 ZA40248 $22,026.29 Public Works 011203 2001 Ford Explorer 4x2 1 FMZU62E51ZA40249 $24,375.83 Shop 011319 2001 Ford F-150 P/U 1 FTRX17W81 KB473030 $19,355.94 Bldg Inspection 011320 2001 Ford F-150 P/U 1 FTPX17L31 NB49569 $21,200.15 Parks 011324 2001 Ford F-250 P/U 1 FTNF2CL31 ED00971 $22,451.33 Parks 011325 2001 Ford F-250 P/U 1 FTNF201_31 ED00968 $21,129.81 Parks 011326 2001 Ford F-250 P/U 1 FTNF201_51 ED00969 $21,129.81 Parks 011327 2001 Ford F-250 P/U-- 1 FTNF201_11 ED00970 $21,129.81 Fire 011328 2001 Ford F-250 SuperCab P/U - 1 FTNX201_81 ED00963 $22,234.91 Streets 011332 2001 Ford F-350 CrewCab 1 FTWW32F21 ED00977 $28,451.54 Parks 011335 2001 Ford F-350 CrewCab 1 FTWW32F41 ED00978 $28,452.34 Parks 011337 2001 Ford F-250 SingleCab P/U- 1 FTNF201_11 ED00967 $21,129,81 Parks 011338 2001 Ford F-250 P/U 1 FTNX20LX1 ED00964 $21,129.81 Streets 011343 2001 Ford Expedition 1 FMRU15W91 LB47735 $27,570.31 Parks 011387 2001 Ford F-150 P/U 1 FTRF17W61 KB43031 $16,468.71 Streets 011388 2001 Ford F-450 Utility Bed 1 FDXF46F51 ED00973 $33,158.89 Streets 011389 2001 Ford F-450 Utility Bed 1 FDXF46F31 ED000972 $33,158.90 Parks 011391 2001 Ford F-4.50 Utility Bed 1 FDXF46F71 ED00974 $33,809.97 Parks 011392 2001 Ford F-450 Utility Bed 1 FDXF46F01 ED00976 $33,809.97 Parks 011394 2001 Ford F-450 Utility Bed 1 FDXF46F91 ED00975 $33,809.97 Parks 011396 2001 Ford Expedition 1 FMRU15W01 LB47736 $28,065.32 Parks 011411 John Deere Rotary Mower 4806 $9,105.00 Streets 011414 Bush Hog 287 Rotary Cutter 6264 $2,600,00 Police 011416 2001 Ford Crown Vic Police Inteceptor-- 1 FAFP71 W41 X147187 $31,674.73 Police 011417 2001 Ford Crown Vic Police Inteceptor.. 2FAFP71 W61 X147188 $31,674.73 Police 011418 2001 Ford Crown Vic Police Inteceptor_ 2FAFP71 WX1 X147193 $31,674.73 Police 011419 2001 Ford Crown Vic Police Inteceptor - 2FAFP71 W 11 X 147194 $31,674.73 Police 011420 2001 Ford Crown Vic Police Inteceptor. 2FAFP71 W71 X147197 $31,674.73 Police 011421 2001 Ford Crown Vic Police Inteceptor 2FAFP71 W31X147200 $31,674.73 Police 011422 2001 Ford Crown Vic Police Inteceptor- 2FAFP71 W71 X147202 $31,674.73 Police 011423 2001 Ford Crown Vic Police Inteceptor--2FAFP71W91X147203 $31,674.73 Streets 011425 2001 Ford F-150 SuperCab P/U 1 FTRX17W51 NB71169 $20,013.17 Parks 011449 2001 Ford F-150 SuperCab P/U 1 FTRX17W 11 KB43029 $18,771.05 Police 011451 2001 Ford Crown Vic Police Inteceptor= 2FAFP71 W91 X147198 $31,674.73 Police 011452 2001 Ford Crown Vic Police Inteceptor 2FAFP71W81X147192 $31,674.73 Police 011453 2001 Ford Crown Vic Police Inteceptor 2FAFP71 W51 X 147196 $31,674.73 Police 011454 2001 Ford Crown Vic Police Inteceptor 2FAFP71 W81 X147189 $31,674.73 Police 011455 2001 Ford Crown Vic Police Inteceptor 2FAFP71 W41 X147190 $31,674.73 Police 011456 2001 Ford Crown Vic Police Inteceptor 2FAFP71W61X147191 $31,674.73 Police 011457 2001 Ford Crown Vic Police Inteceptor-, 1 FAFP71 W31 X147195 $31,674.73 Police 011460 2001 Ford Crown Vic Police;Inteceptor 2FAFP71 W01 X147199 $31,674.73 Police 011461 2001 Ford Crown Vic Police Inteceptor-2FAFP71 W51 X147201 $31,674.73 Streets 011474 John Deere 410D Backhoe 0536 $66,405.00 $1,224,997.62 RESOLUTION NO. R-00-10-26-l OD 1 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 $1, 215, 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 K:\WPDOCS\RESOLUTI\R01026Dl.WPD/sc ✓ 1 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. 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, and the Act . RESOLVED this 26th day of October, 2000 . F< RO T A. STLUKA, J Mayor City of Round Rock, Texas ATTEST: ON" r JC4FNE LAND, City Secretary 2 . DATE: October 18, 2000 SUBJECT: City Council Meeting—October 20, 2000 ITEM: 13.D.1. Consider a resolution expressing official intent to reimburse cost of acquiring certain vehicles and equipment. In accordance with the operating budget, certain equipment is acquired with cash and subsequently financed for three years through a tax-exempt leasing arrangement. Because of the tax-exempt nature of the financing, Internal Revenue Service regulations require the City to state its intentions before the transactions are completed. This type of financing allows the City to acquire new equipment and replace equipment and rolling stock in a timely manner as replacement criteria are met. For the current fiscal year,the equipment to be financed is scheduled at$1,215,000. Funding: Payment of principal and interest for the three-year amortization of this obligation is funded from the debt service portion of the property tax. Benefit: 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. History: This program has been utilized for many years. Exhibit"A" EQUIPMENT LIST List of ecluiPment to be selected for reimbursement from the issuance of lease obligations: ESTIMATED DEPARTMENT DESCRIPTION COST Police Ford LTD Crown Victoria, pursuit 17 each @ $40,000 $68000 Police Ford LTD Crown Victoria 4 each @ $30,000 12000 Fire Command Vehicle 355000 Street Dump Truck 65,000 Street 1 '/2 Ton Utility Truck 4200 Public Works Utility Vehicle 2 each @ $29,500 59,000 PARD 3/4 Ton Pickup (3) 863,172 PARD 1 Ton Utility Bed Truck (3) 129,612 sub-total $1,216,784 Police/Fire Mobile Data Terminals 690,000 Grand Total $119065784 CAM Sword\business\1easeO Ldoc INCUMBENCY CERTIFICATE I, JDANNE LAND _, do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of City of Round Rock a political subdivision or agency duly organized and existing under the laws of the State of Texas that I have custody of the records of such entity, and 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 enter into that certain Governmental Lease-Purchase Master Agreement dated September 27, 2001 and Supplement dated September 27, 2001 between such entity and Wells Fargo Brokerage Services, LLC (Lessor). NAME TITLE SIGNATU AWE CZ M4 VCR IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this day of September 2001. Z!M SECRETARY/CLERK INVOICING PROCEDURES Re: Municipal Lease No. 1349401 with City of Round Rock, Texas Please provide us with the name, address, and phone number of the appropriate personnel we can contact regarding invoicing and payments: (Name of Contact) Elaine Wilson (Address) 221 E Main Round Rock, Tx 78664 (Phone) 512/218-5444 (Fax) 512/218-5442 NOTICE OF ASSIGNMENT Lessee: City of Round Rock, Texas Lessor: Wells Fargo Brokerage Services, LLC Lease Number: 1349-001 Lease Amount: $1,000,000 Lease Date: 9-27-01 Lessor hereby notifies Lessee of it's intention to assign the above referenced Lease, on Lease Date, to: RR Enterprises, LLC Mitchell, South Dakota Lessee of this assignment. (2t!7/11isapproves Authorized Signature of Lessee: City Of Round Rock, as Date Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.November 2000) 10-Under Internal Revenue Code section 149(e) DeparUnent of the Treasury �_ See separate instructions. OMB No.1545.0720 Internal Revenue Service Caution:Use Form 8038-GC if the issue price of the issue is under$100,000. Part I Reporting Authority If Amended Return,check here Pp-❑ 1 Issuer's name 2 Issuer's employer identification number City of Round Rock 4i50/72/101— 7_T 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 G- 5 City,town,or post office,state and ZIP code 6 Date of Issue Round Rock,Texas 78664 September 27,2001 7 Name of issue 8 CUSIP Number Governmental Lease Purchase Master Agreement N/A 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 Director 1 512/218-5455 Part II 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 001- Vehicles and Eouipment 18 $11000 " 000. 00 19 If obligations are TANs or RANs,check box Jjo-❑ If obligations are BANs,check box 00-❑ 20 If obligations are in the form of a lease or installment sale,check box No.® Part III Description of Obligations. Com tete for the entire issue for which this form is being filed. a Final maturty date b issue price c Stated redemption vice at W'hted aver a Yield 21 September 27,2004 $1, 000, 000. 00 1.77 years 1 3.69% PartIV Uses of Proceeds of Bond Issue(including underwriters'discount 22 Proceeds used for accrued interest 1130 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 proceeds of the issue subtract line 29 from line 23 and enter amount here Part V 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 11110. Y.- 32 Enter the remaining weighted average maturity of the bonds to be advance refunded Y. 33 Enter the last date on which the refunded bonds will be called 111110. 34 Enter the date(s)the refunded bonds were issued Poo. Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) ;37a 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) b Enter the final maturity date of the guaranteed investment contract � 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37 b If this issue is a loan made from the proceeds of another tax-exempt issue,check box❑and enter the name of the b issuer 11110. and the date of the issue po- 38 If the issuer has designated the issue under section 265(b)(3)(8)(1)(III)(small issuer exception),check box 00-19 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ❑ 39 If the issuer has identified a hedge,check box Please Und of perjury,I decl re that 1 have examined the return and accompanying schedules and statements,and to the best of my knowledge and belief,they are true, Sign ,and mplete. HereA ,k- j /y�(�EWYA //UW ature of Issuer s authorized r prentative Date 0-Type or print name and title Form 8038-G(rev.5-99)