Contract - JP Morgan Chase Bank NA - 9/22/2016MASTER LEASE -PURCHASE AGREEMENT
Dated As of: OCTOBER 4, 2016
Lessee: CITY OF ROUND ROCK
This Master Lease -Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time
be amended, modified or supplemented ("Master Lease") is made and entered by and between JPMORGAN CHASE BANK, N.A.
("Lessor") and the lessee identified above ("Lessee").
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee
agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor.
2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such
terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders,
attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and
Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and
conditions of the Master Lease. (b) "Lease" means any one Schedule and this Master Lease as incorporated into said Schedule. (c)
"Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first date any
of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and,
unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of
Lessee's obligations under the Lease.
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the
Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment
of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest
therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until
Lessee accepts the Equipment under the Lease or the parties execute an escrow agreement. Rent Payments will be payable for the
Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to
time in writing).
4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on
demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT
TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the
Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of
any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding
Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price") to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor
("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the
Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing, (c) no material adverse change
shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder
(collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e)
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the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens); (f) all representations of
Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be
reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease; (2) an opinion of
Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5)
copies of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the
Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation,
IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or
otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all
Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it
currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if funds are
appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to
do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be
appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each
fiscal year in the budget request presented to Lessee's governing body for such fiscal year, provided, that Lessee's governing body
retains authority to approve or reject any such budget request. All Rent Payments shall be payable out of the general funds of Lessee
or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease
shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments
due under a Lease and if other funds are not legally appropriated for such payments, then. a "Non -Appropriation Event" shall be
deemed to have occurred. If a Non -Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non -
Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall
return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with
Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall
pay all Rent Payments and other amounts payable under the affected Lease for which funds have been appropriated, provided further,
that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to
return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made
for the Rent Payments due under a Lease.
7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO
THE VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and
during the Lease Tenn, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied,
applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such
warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with
Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or
Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor,
and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said
parties shall not be binding upon Lessor.
8. TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee, subject to Lessor's
security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any
and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to
Lessor all necessary documents to, evidence and perfect such security interest, including, without limitation, UCC financing statements
and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under
all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or
contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases.
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9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached to
real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good
condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment
or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b)
use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was
designed in accordance with the manufacturer's warranty requirements; and (c) comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will famish Lessor with a maintenance
agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by
Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior
written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment,
but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the
Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not
be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon reasonable
notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES.
12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall not
sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership,
lease, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any
Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays
any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes,
levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to
or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp
and personal property taxes, and (b) interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason
whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent
Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's
obligations under this Section 13,
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless
otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"), then
Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order
free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment
under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement
equipment; or (b) on earlier of 60 days after the Casualty Loss or the next scheduled Rent Payment date (the "Loss Payment Due
Date"), pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through
such date plus (ii) an amount equal to the Termination Value as of the Rent Payment date (or if the Casualty Loss payment is due
between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set forth in
the Payment Schedule to the applicable Lease plus (iii) a Break Funding Charge. If Lessee is making such payment with respect to
less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and
Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule. "Break Funding Charge"
means the sum of the differences between (i) each scheduled interest payment which would have been made on the Termination Value
if such Casualty Loss payment had not occurred and (ii) the corresponding fixed-rate interest payment which would be received under
an interest rate swap which the Lender shall be deemed to have entered into as of the Loss Payment Due Date (the "Replacement
Swap") covering its payment obligations under an interest rate swap which the Lessor shall be deemed to have entered into when the
Lease was originally funded, with each such difference discounted to a present value as of the date of payment using the fixed interest
rate of the Replacement Swap as the applicable discount rate; the Lessee acknowledges that the Lessor might not fund or hedge its
fixed-rate loan portfolio or any prepayment thereof on a loan -by -loan basis at all times, and agrees that the foregoing is a reasonable
and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging
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transactions have in fact occurred or occurred precisely as stated with respect to the Lease; all calculations and determinations by the
Lessor of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then
standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend Lessor against any and all claims, liabilities,
proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising under or related to any Equipment,
including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any
expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
actions, expenses (including attorney's fees), damages or losses which arise directly from events occurring after any Equipment has
been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross
negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not
less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be
payable to Lessor as lender loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property
damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and
damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall
be payable first to Lessor as additional insured to the extent of its liability, and then to Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of
required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer give Lessor
at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless
of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any
right of contribution from insurance which may be maintained by Lessor.
15. NO PREPAYMENT. Lessee shall not be permitted to prepay the Rent Payments or any other obligation under a Lease in whole
or in part.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's
governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of
the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting,
public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and
performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any
agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is
no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on
Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision thereof, as referred to in
Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a
political subdivision thereof.
17. TAX COVENANTS.
17.1 Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section 149(a) and
Section 149(e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to,
executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably
requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease
to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the
meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of
any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation
purposes under the Code.
17.2 Upon the occurrence of an Event of Taxability, the interest portion of any Rent Payment shall be at the Taxable Rate
retroactive to the date of occurrence of the Event of Taxability, and Lessee shall pay such additional amount as will result in Lessor
receiving the interest portion of the Taxable Rate identified in the Payment Schedule. For purposes of this section, "Event of
Taxability" means a determination that the interest portion of Rent Payments is included for federal income tax purposes in the gross
income of the Lessor due to Lessee's action or failure to take action, including breach of covenants set forth in section 17.1 hereof.
An Event of Taxability shall occur upon the earliest of: (1) the happening of any event which may cause such Event of Taxability, or
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(2) Lessoes payment to the applicable taxing authority of the tax increase resulting from such Event of Taxability, or (3) the
adjustment of Lessor's tax return to reflect such Event of Taxability, or (4) the date as of which the interest portion of the Rent
Payments is determined by the Internal revenue Service to be includable in the gross income of the Lessor for federal income tax
purposes.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any Lease or any
Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a
security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder (an
"Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST
ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER
SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any
such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or
reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee
receives a written notice of assignment which discloses the name and address of each such Assignee, provided, that such notice from
Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease to JPMORGAN CHASE & CO. or any of its
direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to
comply with Section 149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry
and registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge
in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby
amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under
any Non -Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -
Assigned Lease or any Equipment covered by any Non -Assigned Lease; and (c) Assignee shall exercise its rights, benefits and
remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with
respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant
to a written agreement; and "Non -Assigned Leases" means all Leases excluding the Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following events
as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance
with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails•to perform or
observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any other covenant,
condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after
receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any
writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous
in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee,
conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal
or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or
similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default under any
other Lease or under any other financing agreement executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies:
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and
all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with
interest on such amounts at the rate of twelve percent (12%) per annum (but not to exceed the highest rate permitted by applicable
law) from the date of Lessor's demand for such payment;
(b) Lessor may require Lessee to promptly return all Equipment under all or any of the Leases to Lessor in the manner set
forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises
where any Equipment is located and repossess any Equipment without demand or notice, without any court order or other process of
law and without liability for any damage occasioned by such repossession;
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(c) Lessor may sell, lease or otherwise dispose of any Equipment under all or any of the Leases, in whole or in part, in one or
more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such
disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the
applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and
under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee;
(d) Lessor may tenninate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by
appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by
Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without
limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or
disposition of any Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's
exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to
exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant
to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any
Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee
shall, at its sole expense and risk, immediately de -install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in
accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment
shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper
use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above,
all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments
and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence
the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such
Equipment.
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state where Lessee is located (the "State").
23. NOTICES. Any notices and demands under or related to this document shall be in writing and delivered to the intended party at
its address stated herein (if to Lessor 1111 Polaris Parkway, Suite 3A — OH1-1085, Columbus, Ohio 43240-2050, to the attention of
the GNPH Operations Manager). Notice shall be deemed sufficiently given or made (a) upon receipt if delivered by hand, (b) on the
Delivery Day after the day of deposit with a nationally recognized courier service, (c) on the third Delivery Day after the day of
deposit in the United States mail, sent certified, postage prepaid with return receipt requested, and (d) only if to Lessee, on the third
Delivery Day after the notice is deposited in the United States mail, postage prepaid. "Delivery Day" means a day other than a
Saturday, a Sunday, or any other day on which national banking associations are authorized to be closed. Any party may change its
address for the purposes of the receipt of notices and demands by giving notice of such change in the manner provided in this
provision.
24. FINANCIAL INFORMATION. Lessee agrees to furnish to Lessor annual audited financial statements of Lessee within 180 days
of the end of each fiscal year of Lessee. Additionally, Lessee agrees to provide additional information as reasonably requested by
Lessor.
25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do
not define or limit the scope of any provision of any Lease.
26. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall be deemed one instrument. If more than one counterpart of each Schedule is
executed by Lessee and Lessor, then only one may be marked "Lessor's Original" by Lessor. A security interest in any Schedule may
be created through transfer and possession only of; the sole original of said Schedule if there is only one original; or the counterpart
marked "Lessor's Original" if there are multiple counterparts of said Schedule.
27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS, Each Lease, together with the exhibits, schedules and addenda
attached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the parties with respect
Page 6 of 7
to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the
written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of
such prohibition without invalidating the remainder of the Lease.
28. WAIVER OF IMMUNITY. Lessee hereby expressly and irrevocably waives any immunity (including sovereign, crown or
similar immunity) and any defenses based thereon from any suit, action or proceeding or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, execution, exercise of contempt powers, or otherwise)
in any forum with respect to this Master Lease, any Lease and the transactions contemplated hereby and thereby. Lessor shall have
and be entitled to all available legal and equitable remedies, including the right to specific performance, money damages, and
injunctive and declaratory relief.
JURY WAIVER: ALL PARTIES TO THIS MASTER LEASE WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY
MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS
MASTER LEASE AND ANY LEASE.
CITY OF ROUND ROCK JPMORGAN CHASE BANK`N.A.
(Lessee)�j�,, (Lessor)
By;a. r ! By;i1/L�
Title: Alan McGraw, Mayor Title: Authorized Officer
Page 7 of 7
LEASE SCHEDULE
Dated as of: OCTOBER 4, 2016
Lease No.: 1000138014
This Lease Schedule, together with its Payment Schedule, is attached and made a part of the Master Lease -Purchase Agreement
described below ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are
incorporated herein by reference. Unless otherwise defined herein, capitalized terns defined in the Master Lease will have the same
meaning when used herein.
Master Lease -Purchase Agreement dated October 4, 2016.
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and made
a part hereof.
B. EQUIPMENT LOCATION: See Attached Schedule A-1
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS
RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND
COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL
EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS, WHERE -IS'; AND (d) LESSEE WAIVES ANY RIGHT TO
REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential
to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment
will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the
permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease;
and to make Rental Payments if funds are appropriated in each fiscal year by its governing body.
E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the interest rate at which the
interest portion of the Rental Payments is calculated, the Taxable Rate, the commencement date and the Lease Term of this Lease
Schedule are each set forth on the Payment Schedule attached to this Lease Schedule.
F. RE -AFFIRMATION OF THE MASTER LEASE: Lessee hereby re -affirms all of its representations, warranties and
obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in
Section 7 thereofand its representations in Sections 6.1 and 16 thereof).
G. GOVERNMENT REGULATION. ANTI -CORRUPTION.
(a) Representations and Warranties Regarding Anti -Corruption Laws and Sanctions. Lessee has implemented and
maintains in effect policies and procedures designed to ensure compliance by Lessee and its officers, employees and agents with
Anti -Corruption Laws and applicable Sanctions, and Lessee and its officers and employees and to the knowledge of Lessee its
agents, are in compliance with Anti -Corruption Laws and applicable Sanctions in all material respects. None of (a) Lessee or to
the knowledge of Lessee any of its respective officers or employees, or (b) to the knowledge of Lessee, any agent of Lessee that
will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No
advance, letter of credit, use of proceeds or other transaction contemplated by this Lease will violate Anti -Corruption Laws or
applicable Sanctions. ,
(b) Compliance with Anti -Corruption Laws and Sanctions. Lessee shall maintain in effect and enforce policies and
procedures designed to ensure compliance by Lessee and its officers, employees and agents with Anti -Corruption Laws and
applicable Sanctions.
(c) Use of Proceeds. Lessee shall not use, or permit any proceeds of the Lease to be used, directly or indirectly, by Lessee or its
officers, employees and agents: (1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti -Corruption Laws; (2) for the purpose of funding,
financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or
(3) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Page l of 2
(d) Definitions. For the purposes of this Section G, the following terms shall have the following meanings:
"Anti -Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Lessee or its subsidiaries from
time to time concerning or relating to bribery or corruption. "Person" means any individual, corporation, partnership, limited
liability company, joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization, any
foreign governmental authority, the United States of America, any state of the United States and any political subdivision of any
of the foregoing or any other form of entity. "Sanctions" means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the U.S, government, including those administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country" means, at any time, a
country, region or territory which is the subject or target of any Sanctions (as at the time of this Agreement, Crimea, Cuba, Iran,
North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions -related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.
Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any
such Person.
H. TAX LEVY: Solely for purposes of this Lease Schedule, the terms and conditions of Sections 6.1 and 6.2 of the Master Lease
are deleted and shall have no affect on this Lease Schedule. A special Interest and Sinking Fund ("Interest and Sinking Fund") is
hereby created solely for the benefit of this Lease Schedule and the Interest and Sinking Fund shall be established and maintained
by Lessee at an official depository bank of Lessee. The Interest and Sinking Fund shall be kept separate and apart from all other
funds and accounts of Lessee, and shall be used only for paying the interest on, and the principal of, this Lease Schedule. All ad
valorem taxes levied and collected for and on account of this Lease Schedule shall be deposited, as collected, to the credit of the
Interest and Sinking Fund. During each year while this Lease Schedule or any principal or interest thereon are outstanding and
unpaid, the governing body of Lessee shall compute and ascertain a rate and amount of ad valorem tax money required to pay the
interest on this Lease Schedule as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the
principal of this Lease Schedule as such principal becomes due (but never less than 2% each year) and said tax shall be based on
the latest approved tax roll of Lessee with full allowance made for tax delinquencies and the cost of tax collection. So long as any
part of Lessee's obligations under this Lease Schedule remain unfulfilled, Lessee represents, warrants and covenants that: (a)
nothing in this Lease Schedule shall cause it to be deemed an "arbitrage bond" within the meaning established by Section 148 of
the Code and its regulations; (b) Lessee shall keep and retain adequate records in accordance with the Code and its regulations
relating to arbitrage matters; and (c) Lessee shall comply with all of the requirements of the Code and its regulations relating to
the rebate of arbitrage profit to the United States of America (including, without limitation, Section 148(f) of the Code) and will
rebate to the United States of America all arbitrage profit required thereby.
Equipment/Escrow Acceptance Date: September 22 , 2016
CITY OF ROUND ROCK
(Lessee)
By:
Title: Alan McGraw, Mayor
JPMORGAN CHASE BANK. N.A.
(Lessor)
By. C , 1Ntt CL �T
Title: Authorized Officer
Page 2 of 2
Expected Equipment Purchase Price
Net Amount Financed
Equipment Location:
212 East Main Street
Round Rock, TX 78664
Equipment Description:
SCHEDULE A-1
(Equipment List)
$2,250,000.00
$2,250,000.00
Multiple Types of Vehicles, Mowers, and Other Types of Essential Equipment for Various City Purposes
Please see the attached Exhibit A for more details
TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS,
REPLACEMENTS AND SUBSTITUTIONS THERETO.
This Schedule A -I is attached to the Lease Schedule 1000138014 or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
CITY OF ROU
(Lessee)
ROCK
By:
/ ' l
Title: Alan McGraw, Mayor
I of 1
JPMORGAN CHASE BANK. N.A
(Lessor)
By: �— 1G�
Title: Authorized Officer
Exhibit A
List of Equipment:
Year/Make/Model
VIN / SERIAL NO.
1
2015 FORD F-150
1FTEX1C80FKD70872
2
2015 FORD F-150
1FTEX1C82FKD70873
3
2016 Toro Mower (GM360 - 4WD)
315000119
4
2016 Toro Mower (GM360 - 2WD)
315000109
5
2016 Toro Mower (GM360 - 2WD)
315000507
6
2016 Toro Mower (GM360 - 2WD)
315000101
7
2016 Toro Mower (GM360 - 2WD)
315000104
8
2016 Toro Mower (GM360 - 2WD)
315000106
9
2016 Toro Mower (GM360 - 2WD)
315000108
10
2016 Ford Louisville Dump Truck
1FVHCYCY9GHHU9571
11
2016 Ford Louisville Dump Truck
1 FVHCYCY2GHHU9573
12
2016 Dodge Grand Caravan
2C4RDGCG5GR314899
13
2016 FORD F550 CHASSIS XL SD, REG CAB
1 FDUF5GT9GEB97031
14
2016 FORD F350
1 FT8W3BT1 GEC73777
15
2016 FORD EXPLORER
1 FM5K8AR7GGA72080
16
2016 Ford Escape
1FMCUOF77GUC82190
17
2016 Ford Escape
1FMCUOF79GUC82191
18
2016 Ford F-250
1 FDBF2B69GEC45330
19
2016 Ford Explorer
1 FM5K7B83GGC36263
20
2016 Ford Expedition
1 FMJU1 FT7GEF08880
21
2016 Ford Taurus
1FAHP2D83FG208146
22
2016 Ford Taurus
1 FAHP2D85FG208147
23
2016 Ford Taurus
1FAHP2D85FG208150
24
2016 Ford Taurus
1FAHP2D85FG189163
25
2016 Ford Taurus
1 FAHP2D87FG208148
26
2016 Ford Taurus
1 FAHP2D87FG208151
27
2016 Ford F-150
1 FTEX1 C89FKD70871
28
2016 Ford F-250
1 FT7W2A66GEC53610
29
2016 Ford F-250
1 FT7X2A63GEC53612
30
2016 Ford F-250
1 FD7X2A65GEC53722
31
2016 FORD EXPLORER
1 FM5K8AR7GGC14573
32
2016 FORD EXPLORER
1FM5K8AR9GGC14574
33
2016 FORD EXPLORER
1FM5K8AROGGC14575
34
2016 FORD EXPLORER
1FM5K8AR2GGC14576
35
2016 FORD EXPLORER
1 FM5K8AR4GGC14577
36
2016 FORD EXPLORER
1 FM5K8AR8GGC14579
37
2016 FORD EXPLORER
1FM5K8ARXGGC14583
38
2016 FORD EXPLORER
1FM5K8AR3GGC14585
39
2016 FORD EXPLORER
1FM5K8AR6GGC14595
40
2016 FORD EXPLORER
1 FM5K8AR5GGC14586
41
2016 FORD EXPLORER
1 FM5K8AR7GGC14590
42
2016 FORD EXPLORER
1 FM5K8AROGGC14592
43
2016 FORD EXPLORER
1FM5K8AR1GGC14598
44
2016 FORD EXPLORER
1 FM5K8AR4GGC14580
45
2016 FORD EXPLORER
1FM5K8AR1GGC14584
46
2016 FORD EXPLORER
1 FM5K8AR7GGC14587
47
2016 FORD EXPLORER
1 FM5K8AR9GGC14588
48
2016 FORD EXPLORER
1 FM5K8AR6GGC14578
49
2016 FORD EXPLORER
1 FM5K8AR6GGC14581
50
2016 FORD EXPLORER
1 FM5K8AR8GGC14582
51
2016 FORD EXPLORER
1 FM5K8AR0OGC14589
52
2016 FORD EXPLORER
1FM5K8AR9GGC14591
53
2016 FORD EXPLORER
1FM5K8AR2GGC14593
54
2016 FORD EXPLORER
1FM5K8AR4GGC14594
55
2016 FORD EXPLORER
1FM5K8AR8GGC14596
56
2016 FORD EXPLORER
1 FM5K8ARXGGC14597
57
2016 MAGIC TILT 1517N Boat, motor, trailer
1M5BM1710G1E17321
58
2016 BMW Motorcycle
WB10A1306GZ194910
59
2016 BMW Motorcycle
WBlOA1308GZ194911
60
2016 SCAG STC48V-651 FS
L9500011
61
2016 SCAG 87952
L8800216
Payment Schedule
This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease-Purchase
Agreement identified therein,all of which are between the Lessee and Lessor named below.
Lease Schedule No. 1000138014
Lease Schedule Dated: October 4,2016
Accrual Date October 4,2016
Amount Financed $2,250,000.00
Interest Rate 1.3250%per annum
Taxable Rate 2.0572%per annum
Rent Rent Rent Interest Principal Principal Termination
Number Date Payment Portion Portion Balance Value
1 4/4/2017 $233,279.63 $14,906.25 $218,373.38 $2,031,626.62 $2,092,575.42
2 10/4/2017 $233,279.63 $13,459.52 $219,820.11 $1,811,806.51 $1,866,160.71
3 4/4/2018 $233,279.63 $12,003.21 $221,276.42 $1,590,530.09 $1,638,245.99
4 10/4/2018 $233,279.63 $10,537.26 $222,742.37 $1,367,787.72 $1,408,821.35
5 4/4/2019 $233,279.63 $9,061.59 $224,218.04 $1,143,569.68 $1,177,876.77
6 10/4/2019 $233,279.63 $7,576.14 $225,703.49 $917,866.19 $945,402.18
7 4/4/2020 $233,279.63 $6,080.86 $227,198.77 $690,667.42 $711,387.44
8 10/4/2020 $233,279.63 $4,575.67 $228,703.96 $461,963.46 $475,822.36
9 4/4/2021 $233,279.63 $3,060.50 $230,219.13 $231,744.33 $238,696.66
10 10/4/2021 $233,279.63 $1,535.30 $231,744.33 $0.00 $0.00
$2,332,796.30 $82,796.30 $2,250,000.00
CITY OF ROUND ROCK JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: 12/t ) By:
Title: 'V A� Title:Authorized Officer
TEXAS LEASE SCHEDULE ADDENDUM
(Local Government)
Dated: OCTOBER 4, 2016
Lease Schedule No: 1000138014
Lessee: CITY OF ROUND ROCK
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease -Purchase Agreement ("Master Lease")
identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee
("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates
to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined
herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule,
Lessor and Lessee agree as follows:
NOW THEREFORE, solely for purposes of the Lease, Lessor and Lessee hereby agree as follows:
1. AMENDMENTS.
(a) All of Section 6 of the Master Lease is deleted and replaced with the following:
M. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
"6.1 For the Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent
Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that
it currently intends to make Rent Payments for the full Lease Tenn as scheduled in the applicable Payment Schedule if funds
are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually
committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can
and will lawfully be appropriated and made available for such Rent Payments. All Rent Payments shalt be payable out of the
general funds of Lessee or out of other funds legally available for such Rent Payments. Lessor agrees that the Lease will not
be a general obligation of Lessee and the Lease shall not constitute a pledge of either the full faith and credit of Lessee or the
taxing power of Lessee.
"6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments
due under the Lease and if other funds are not legally available for such payments, then a "Non -Appropriation Event" shall be
deemed to have occurred. If a Non -Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such
Non -Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date,
Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the Lease, at Lessee's sole expense, in
accordance with Section 21 hereof (provided, that if under applicable State law Lessee's obligation to pay the expenses of
returning the Equipment would render the Lease void or unenforceable under State law, then Lessee shall not be obligated to
pay the expenses of returning the Equipment under section 21 hereof, but Lessee shall be required to cooperate with Lessor in
Lessor's taking possession of the Equipment); and (c) the Lease shall terminate on the Return Date without penalty to Lessee,
provided, that Lessee shall pay all Rent Payments and other amounts payable under the Lease for which funds shall have
been appropriated or are otherwise legally available, provided further, that Lessee shall pay month-to-month rent at the rate
set forth in the Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return
Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under the Lease."
(b) The following provision is added to Section 20 as a new subsection:
"(g) Lessor may enforce any and all rights to payment by mandamus;"
2. DECLARATION OF PERSONAL PROPERTY FINANCING.
(a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL CONSTITUTE
PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE DEEMED, OR IDENTIFIED AS, ANY
OF THE FOLLOWING: REAL PROPERTY; AN IMPROVEMENT ON ANY REAL PROPERTY; A
PERMANENT BUILDING OR STRUCTURE ON ANY REAL PROPERTY; OR A FIXTURE ON ANY REAL
PROPERTY.
Pagel of 2
(b) Lessee represents and warrants to Lessor that the Equipment is personal property and that the Equipment is not any of the
following: real property; an improvement on any real property; a permanent building or structure on any real property; or a
fixture on any real property. Upon Lessor's written request, Lessee shall furnish to Lessor a certificate executed by an
independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or architect certifies that the
Equipment is relocatable or transportable and will remain personal property.
(c) Without limiting the generality of the representations in the Master Lease as it applies to the Lease, Lessee represents and
warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of Texas, including, without
limitation, all applicable public finance laws of the State of Texas.
3. NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that: (a) unless otherwise agreed by Lessee in
writing, Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease; (b) if Lessor sells or
assigns its rights in the Lease, then, unless otherwise agreed by Lessee in writing, such sale or assignment shall be of an undivided
interest in all of Lessor's right, title and interest in the Lease to a single purchaser or assignee; and (c) if Lessee consents to the
creation or sale of any fractional interests in the Lease or any participation interests in the Lease, Lessor agrees that such
transaction shall comply with applicable State and federal law.
4. INTEREST RATE. The interest rate payable under the Lease Schedule shall never exceed the then maximum interest rate
allowed for similar governmental obligations pursuant to Chapter 1204, Texas Government Code, as amended, or other applicable
laws in effect as of the date of such Lease Schedule.
5. SECTION 26.02 NOTICE. THE MASTER LEASE, THE LEASE SCHEDULE, THIS SCHEDULE ADDENDUM AND ALL
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
THEREWITH EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING THERETO, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO.
Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease
remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above.
CITY OF RO.UND ROCK JPMORGAN CHASE BANK, N.A.
(Lessee) (Lessor`)
By: 1' Y� By. CL �CVI X1:1%
Title: Alan McGraw, Mayor Title: Authorized Officer
Page 2 of 2
VEHICLE SCHEDULE ADDENDUM
Dated As of: OCTOBER 4, 2016
Lease Schedule No: 1000138014
Lessee: CITY OF ROUND ROCK
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease -Purchase Agreement identified in the Schedule
("Master Lease") by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). This Addendum
amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined
herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to
amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the
following provisions shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security
interest in such unit of Equipment;
(b) the public liability insurance required by the terms of clauses (b) of Section 14.1 of the Master Lease shall be in an amount
not less than $300,000.00 combined single limit per unit per occurrence. Physical damage should not be less than the
replacement cost coverage for the equipment identified on the Schedule A -l;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment,
and such drivers shall be agents of Lessee and shall not be agents of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with
Lessor noted as lienholder, listed at address below and Lessee as owner.
Lessor's Address:
JPMORGAN CHASE BANK, N.A.
111 I Polaris Parkway, Suite 3A
Columbus, Ohio 43240-2050
2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.
CITY OF ROJJND ROCK
(Lessee)
r '
By: -
JPMORGAN CHASE BANK, N.A.
(Lessor)
By.
Title: Alan McGraw, Mayor Title: Authorized Officer
PREPAYMENT SCHEDULE ADDENDUM
(Lockout Period)
Dated as of: OCTOBER 4, 2016
Lease Schedule No.: 1000138014
Lessee: CITY OF ROUND ROCK
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease -Purchase Agreement ("Master Lease")
identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee
("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates
to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined
herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule,
Lessor and Lessee agree as follows:
1. Notwithstanding anything to the contrary herein or the Lease, Lessee and Lessor agree that Lessee shall not exercise its
prepayment or early purchase rights under the Lease (including, without limitation, Section 15 of the Master Lease as it relates to
the Schedule) or this Addendum prior to the end of the Lock -Out Period specified below.
Lock -Out Period: the first 12 months of the Lease Term of the Schedule
2. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates
to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so
long as Lessee gives Lessor at least 30 days prior written notice (the "Notice Period") and so long as the above Lock -Out Period
has expired, Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a
"Prepayment Date") following the Notice Period the total of the following (the "Prepayment Amount"): (a) all accrued Rent
Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal
balance payable by Lessee under the Schedule as of said Prepayment Date.
3. The parties acknowledge that the Termination Value column of the Payment Schedule to the Schedule is included solely for
purposes of the calculations required by Section 13.3 of the Master Lease (casualty loss of Equipment), Section 14.1 of the Master
Lease (required amount of casualty loss insurance) and Subsection 20(c) of the Master Lease (post -default remedies of Lessor)
and said Termination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraphs 1
and 2 of this Addendum.
4. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of
this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this
Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above.
CITY OF ROUND ROCK
(Lessee),
By:
JPMORGAN CHASE BANK, N.A.
(Lessor)
BY ) . �
Title: Alan McGraw, Mayor Title: Authorized Officer
ase -Purchase Agreement with JP Morgan Chase Bank, N.A., as Lessor; and
III� �illililllill�iiii
I :I a - 0- . 41
11 1 ffe'WRIM Me 0 �! t - •
Located (the "State") and is duly organized and existing pursuant to the constitution and laws of
Hinitation, rights and interests in property, leases and easements necessary to the functions or
101 R -OW I
A-1 "Equipment List" to the Master Lease -Purchase Agreement in an amount not to exceed
MEN! i IF I a 11111111 111!11� 11� III I
more lease -purchase agreements ("Equipment Leases") in the principal amount not exceedin:
the amount stated above ("Principal Amount") for the purpose of acquiring the property
functions and operations of Lessee, and that the Equipment is essential for Lessee to perform its
0112.1604; 00364203/ss2
WHEREAS, Lessee has taken the necessary steps, including those relating to any
WHEREAS, Lessee may pay certain capital expenditures in connection with tirla
Property prior to its receipt of the proceeds of the Equipment Leases ("Lease Purchase
Proceeds") for such expenditures and such expenditures are not expected to exceed the Principal
Hill Ili, IIIIIIIIIN III III I i
Entent to be reimbursed for any capital expenditures for Property from the Lease Purchas*
I
Section 1. That the Mayor ("Authorized Representative") acting on behalf of Lessee M
hereto and incorporated herein, which document is available for public inspection at the office da
,,is the Authorized Representative deems necessary and appropriate. All other related contract -t
�-- • r- - - I
I
I!IIII!I I!!1ill;Ill�
1 11, e = mon in, FW1
9-100= Mxevrsl���
the Lessee's obligations under the Equipment Leases shall not constitute a general obligation CH
the Lessee or indebtedness under the constitution of the laws of the State of Texas.
'REM]IMSH 'Mrs I I- III I --I
for the Property. The City Council hereby declares the Lessee's official intent to use the Lease
Purchase Proceeds to reimburse itself for Property expenditures. This section of the Resolution
of Section 1.150-2 of Treasury Regulations. This section of the Resolution does not bind the
Lessee to any expenditures, incur any indebtedness, or proceed with the purchase of the
WIM
I III
IN ''I
IN Iiii
IN Iiii
im, ma,! I ''I I i 1 '11111 a - 0
and subject of the meeting at which this Resolution was adopted was posted and that such
liliqlpill
91
ALAN MCGRAW, Mayor
City of Round Rock, Texas
0 dft
SARA L. WHITE, City Clerk
The undersigned City Clerk of the above-named Lessee hereby certifies and attests that the
undersigned has access to the • records of the City Council of Lessee, that the foregoin
Resolution was duly adopted by said City Council of Lessee at a meeting of said City Coune
and that such Resolution has not been amended or altered and is in full force and effect on t
is stated below. I
_Q0j0=. (A2Vtft
Signature of Clerk of Lessee
Print Name: Sara L. White
Official Title: City Clerk
�•-
I
CERTIFICATE OF INCUMBENCY
Dated: OCTOBER 4, 2016
Lease Schedule No: 1000138014
Lessee: CITY OF ROUND ROCK
1, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting
Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly organized and existing under the laws of the State
where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly
elected or appointed officers of the Lessee holding the offices set forth opposite their respective names.
(NOTE: Use some titles as Authorized RepresVqtives stt ted in Resolutions.]
Alan McGraw Mayor !� J
Name Title Signature
Name Title Signature
IN WITNESS WHEREOF, 1 have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below.
�J
Signature of Sec etary/Clerk of Lessee
Print Name: Sara L. White
Official Title: City Clerk
Date: September 22, 2016
NOTE: In case the Secretary/Clerk is also the authorized representative that executes a Lease -Purchase Agreement / documents by the
above incumbency, this certificate must also be signed by a second officer.
Print Name:
Title:
Signature:
Sheets & Crossfield, P.�.
ATTORNEYS AT LAW
309 East Main Street . Round Rock, TX 78664-5246
Phone 512-255-8877 . fax 512-255-8986
www. sheets-crossfiel d.com
October 4, 2016
Lessee: City of Round Rock, Texas
Lessor: JPMorgan Chase Bank, N.A.
Re: Lease Schedule No. 1000138014 dated October 4, 2016, together with its
Master Lease -Purchase Agreement dated as of October 4, 2016, by and
between the above-named Lessee and the above-named Lessor
Sir/Madam:
I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the
Master Lease -Purchase Agreement and its Addenda, and all other agreements described
above or related thereto (collectively, the "Agreements") and various related matters, and
in this capacity have reviewed a duplicate original or certified copy of the Agreements
and such other documents as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political. subdivision of the State of Texas (the "State"), duly
organized, existing and operating under the Constitution and laws of the State of
Texas.
2. Lessee is authorized and has power under State law to enter into all of the
Agreements, and to carry out its obligations thereunder and the transactions
contemplated thereby.
3. The Agreements and all other documents related thereto have been duly
authorized, approved and executed by and on behalf of Lessee, and each of the
Agreements is a valid and binding contract of Lessee enforceable in accordance
with its terms, except to the extent limited by State and Federal laws affecting
creditors' remedies and by bankruptcy, reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other
proceedings of Lessee relating to the transactions contemplated thereby have been
performed in accordance with all applicable Local, State and Federal laws
(including open meeting laws and public bidding and property acquisition laws).
00363738/ss2
5. To the best of my knowledge, there is no litigation or proceeding pending before
any court, administrative agency or governmental body, that challenges: the
organization or existence of Lessee; the authority of its officers; the proper
authorization; approval and execution of any of the Agreements or any documents
relating thereto; the appropriation of monies to make payments under the
Agreements for the current fiscal year; or the ability of Lessee otherwise to
perform its obligations under the Agreements and the transactions contemplated
thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the
Internal Revenue Code of 1986, as amended, and the related regulations and
rulings thereunder.
Lessor, its Assignee, and any of their assigns may rely upon this opinion.
Very tru yours,
N
Stepha L. Sheets,
City A orney
PROCEEDS DISBURSEMENT AUTHORIZATION
JPMORGAN CHASE BANK, N.A.
1111 Polaris Parkway, Suite A3 (OHI -1085)
Columbus, OH 43240
Date: October 4, 2016
Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below
Reference is made to that certain Master Lease Purchase Agreement dated October 4, 2016 between CITY OF ROUND ROCK,
("Lessee") and JPMORGAN CHASE BANK, N.A. (the "Lessor") and the related Lease Schedule dated October 4, 2016
(1000138014)
I hereby instruct you and authorize you to disburse $2,250,000.00 to the account number(s) as specified below:
Payee #1
Wire: S �� n �,, �- COW/A�" y
Name of Bank: C./i� c l-2P� `7(.I�'llC Cf�1 � J e i�,5
ABA No.: U G
Account Number: S
Account Name: -E—�e>�-Rack 7�Q4%000
Amount: $2,250,000.00
Re:
LOc cr �-tan --F-V -79,3c19el I,Pock-
By signing below, Lessee authorizes Lessor to issue checks or direct fund transfers to the payees, in the amounts, and per the
instructions (if applicable) set forth above. Lessee also acknowledges that it may be responsible for paying other fees directly to third
parties, such as Lessor's counsel, and making other disbursements in connection with the lease transaction per the terms of the lease
documents. Lessor may rely and act on the instructions set forth herein and shall not be responsible for the use or application of the
funds, and Lessee shall indemnify, defend and hold harmless Lessor from and against any and all losses, costs, expenses, fees, claims,
damages, liabilities, and causes of action in any way relating to or arising from acting in accordance therewith. In the event of any
conflict with any other instruction set forth herein, the ABA # and Account # shall control.
IN WITNESS WHEREOF, the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year
first above written.
CITY OF ROUND ROCK
(Lessee)
By:
/L—,—
Title:
Page 1 of 1
JYMorgan
LEASE -PURCHASE INSURANCE REQUEST LETTER
PUBLIC SECTOR
August 26, 2016
AGENT TML Intergovernmental Risk Pool
ADDRESS PO Box 149194
CITY/ST/ZIP Austin, TX 78714
PHONE#: (512) 491-2300
EMAIL:
Dear Agent:
JPMORGAN CHASE BANK, N.A. (the 'Bank") requires proof of acceptable insurance coverage before the transaction can close.
The requirements identified below must be provided to us on a Certificate of Insurance and stay in full effect throughout the term of
the transaction.
1. The certificate of insurance must be issued directly to JPMorgan Chase Bank, N.A. and shall be issued by a company having an
A.M. Best Rating of at least A- with a Financial Size Category of at least VIII.
2. The certificate of insurance must be executed.
3. The insurance must be primary and without right of contribution and any insurance maintained by the Bank or any other
additional insured or loss payee will be in excess and non-contributory.
4. Policies must include a Waiver of Subrogation in favor of "JPMorgan Chase Bank, N.A., its parent and affiliates, successors or
assigns".
5. Policies must include a Severability of Interest and Cross -Liability clause.
6. Policies must include written Notice of Cancellation to the Certificate Holder/Additional Insured pursuant to the terms of the
policy. Such notice must be directed by certified mail to: JPMorgan Chase Bank, N.A., 1111 Polaris Parkway, Suite A3,
Columbus, Ohio 43240, Attn: Insurance Dept.
7. PHYSICAL DAMAGE
a. Replacement cost coverage for the non -titled equipment identified on the attached Schedule A-1, and Full Coverage Physical
Damage for titled vehicles identified on the attached Schedule A-1, which is estimated to be $2,250,000.00.
b. "JPMorgan Chase Bank, N.A., its parent and affiliates, successors or assigns" shall be named as Loss Payee.
8. LIABILITY
a. General liability and Auto liability coverage must be provided in the amount of $300,000.00.
b. "JPMorgan Chase Bank, N.A., its parent and affiliates, successors or assigns" shall be named as Additional Insured.
Please immediately send proof of the above insurance requirements VIA EMAIL TO: Britney.n.posey@jpmorgan.com.
Sincerely,
CITY OF ND ROCK f
By: //V
Certificate of Coverage
AT M'
Irn7E tGOVERNMf2TfAL tMK POOL
THAI IAD r`nn4rnrf M,,—hnr- :1177
Member:
Company Affording Coverage:
Round Rock
Texas Municipal League Intergovernmental Risk Pool (TMLIRP)
Mr. Michael Bennett
PO Box 149194
Risk Manager
Austin, TX 78714-9194
221 E Main Ave Ste 100
(512) 491-2300 or (800) 537-6655
Round Rock, Texas 78664
Fax: (512) 491-2404
Certificate Holder:
JP Morgan Chase Bank, N.A. its Parent, Affiliates, Successors and Assigns
Attn: Terri E. Sayers, Document Processing Specialist
Wholesale Loan Operation, Equipment Finance
1111 Polaris Parkway, Suite A-3, Mailcode OH1-1085
Columbus, OH 43240-2050
This is to certify that the coverages listed below have been provided to the member and are In effect at this time. Notwithstanding any requirements,
terms, or conditions of any other contract or agreement with respect to which this certificate may be Issued or may pertain, the coverage afforded by
TMLIRP described herein Is subject only to the terms, exclusions and additions of TMLIRP's coverage contracts between TMLIRP and Its member(s),
coverage;ls continuous until canceled.
General Liability Effective Date! 101112015
Real& Personal Property Effective Date: 10/1/2015
Anniversary Date: 101.1/2016•
Anniversary Date: 10/1/2016
Limlis of Liability (Each Occurrence): $1,000,000
Limits of Coverage: $309,116,157
Sudden Events Involving Pollution
(Each Occurrence): $1,000,000
Deductible per Occurrence: $2,500
Mobile Equipment Effective Date:- 101112015
Annual Aggregate: $2,000,000
Deductible per Occurrence: $2,500
Anniversary Date: 10/1/2016.
Limits of Coverage: 561585,156
Law Enforcement Liability Effective Date:
Anniversary Date:
Deductible per Occurrence: $2,500
Boller & Machinery - Broad Form Effective Date:
Limits of Liability (Each Occurrence):
Annual Aggregate:
Anniversary Date:
Deductible per Occurrence:
Per Accident Limit:
Deductible per Occurrence:
Errors and Omissions Liability Effective Date:
Yes No
Anniversary Date;
Limits of Liability(Each Wrongful Act):
Mortgagee
Annual Aggregate:
Loss Payee X
Deductible per Occurrence:
Loan Number:
Auto Liability Effective Date: 10/1/2015
Year/Make/Model ViN Value
Anniversary Date: 101112016
Limits of Liability (Each Occurrence): $1,000,000
Deductible per Occurrence: $2,500
Auto Physical Damage Effective Date: 10/1/2015
Anniversary Date: 10/1/2016
Limits of Liability: ACV or Agreed Value as scheduled
Collision Deductible: $2,500
Comprehensive Deductible: $2,500
Yes No
Loan Number:
Loss Payee: X
DESCRIPTION:
Evidence of Coverage for the contract for equipment leasing in the amount of $2,250,000. Certficate Holder is listed under EP301 - Loss Payable Clause -
M14ebl!e Equlnment; EL201-A Covered Party - Owner, Lessor or Llenholder Loss Payable Claues - Automobile Physical Damage and EL201- Lessor/Lienholder
of Equipment
A— tL.., ..,..i TNAI IAD -111 —d—unr fn mall
Ganceuarion: onowu any ul uRi duvvc U-1.1 ou --u-
30
—u...,30 days written notice to the above named certificate holder, but failure to mall such notice shall impose no obligation or liability of any kind
upon TMLIRP.
Authorized Representative: Kris Reim Date Issued:
9/14/2016. X102
y'�•
2110/2015
LCSSORILIBNIiOL,DER!OF EQUIP
UIPMENT
This endorsement forms a part of the Declarations to which attached, effective on
the inception date of the coverage unless otherwise stated herein, and clarifies such
coverage as is afforded by the provisions of the coverage shown below:
® GENERAL LIABILITY
❑ AIRPORT OWNERS AND OPERATORS
GENERAL LIABILITY
Entity Name ; Round Rock
Entity ID :3127
Effective Date :10101115
It is understood that coverage is provided to the Fund Member for liability arising out of the
maintenance, operation, or use by the Fund Member of equipment leased to the Fund Member
by the person or organization set forth below or purchased under a finance agreement with such
person or organization, subject to the following additional exclusions:
1. Coverage does not apply to any occurrence which takes place after the equipment lease
expires or lien is satisfied;
2. Coverage does not apply to bodily injury or property damage arising out of the sole
negligence of the lessor of the equipment.
Lessor/Lienholder :JP Morgan Chase Bank, N.A. its Parent, Affiliates, Successors/Assigns
Address :1111 Polaris Parkway, Suite A-3, Mailcode OHI -1085
City, State & ZIP : Columbus, OH 43240-2050
Description of Equipment
See Attached 2015 Lease/Purchase Equipment List
TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL
EL200
10131112
Exhibit A
List of Equipment:
Year/Make/Model
VIN / SERIAL NO.
1
2015 FORD F-150
1 FTEX1 C80FKD70872
2
2015 FORD F-150
1 FTEX1 C82FKD70873
3
2016 Toro Mower (GM360 - 4WD)
315000119
4
2016 Toro Mower (GM360 - 2WD)
315000109
5
2016 Toro Mower (GM360 - 2WD)
315000507
6
2016 Toro Mower (GM360 - 2WD)
315000101
7
2016 Toro Mower (GM360 - 2WD)
315000104
8
2016 Toro Mower (GM360 - 2WD)
315000106
9
2016 Toro Mower (GM360 - 2WD)
315000108
10
2016 Ford Louisville Dump Truck
1 FVHCYCY9GHHU9571
11
2016 Ford Louisville Dump Truck
1FVHCYCY2GHHU9573
12
2016 Dodge Grand Caravan
2C4RDGCG5GR314899
13
2016 FORD F550 CHASSIS XL SD, REG CAB
1 FDUF5GT9GEB97031
14
2016 FORD F350
1 FT8W3BT1 GEC73777
15
2016 FORD EXPLORER
1 FM5K8AR7GGA72080
16
2016 Ford Escape
1 FMCUOF77GUC82190
17
2016 Ford Escape
1 FMCUOF79GUC82191
18
2016 Ford F-250
1 FDBF2B69GEC45330
19
2016 Ford Explorer
1 FM5K7B83GGC36263
20
2016 Ford Expedition
1FMJU1FT7GEF08880
21
2016 Ford Taurus
1 FAHP2D83FG208146
22
2016 Ford Taurus
1FAHP2D85FG208147
23
2016 Ford Taurus
1FAHP2D85FG208150
24
2016 Ford Taurus
1FAHP2D85FG189163
25
2016 Ford Taurus
1 FAHP2D87FG208148
26
2016 Ford Taurus
1FAHP2D87FG208151
27
2016 Ford F-150
1 FTEX1 C89FKD70871
28
2016 Ford F-250
1 FT7W2A66GEC53610
29
2016 Ford F-250
1 FT7X2A63GEC53612
30
2016 Ford F-250
1FD7X2A65GEC53722
31
2016 FORD EXPLORER
1FM5K8AR7GGC14573
32
2016 FORD EXPLORER
1 FM5K8AR9GGC14574
33
2016 FORD EXPLORER
1 FM5K8AROGGC14575
34
2016 FORD EXPLORER
1 FM5K8AR2GGC14576
35
2016 FORD EXPLORER
1FM5K8AR4GGC14577
36
2016 FORD EXPLORER
1 FM5K8AR8GGC14579
37
2016 FORD EXPLORER
1 FM5K8ARXGGC14583
38
2016 FORD EXPLORER
1 FM5K8AR3GGC14585
39
2016 FORD EXPLORER
1 FM5K8AR6GGC14595
40
2016 FORD EXPLORER
1 FM5K8AR5GGC14586
41
2016 FORD EXPLORER
1FM5K8AR7GGC14590
42
2016 FORD EXPLORER
1FM5K8AROGGC14592
43
2016 FORD EXPLORER
1FM5K8AR1GGC14598
44
2016 FORD EXPLORER
1 FM5K8AR4GGC14580
45
2016 FORD EXPLORER
1FM5K8AR1GGC14584
46
2016 FORD EXPLORER
1 FM5K8AR7GGC14587
47
2016 FORD EXPLORER
1 FM5K8AR9GGC14588
48
2016 FORD EXPLORER
1 FM5K8AR6GGC14578
49
2016 FORD EXPLORER
1 FM5K8AR6GGC14581
50
2016 FORD EXPLORER
1 FM5K8AR8GGC14582
51
2016 FORD EXPLORER
1 FM5K8AROGGC14589
52
2016 FORD EXPLORER
1FM5K8AR9GGC14591
53
2016 FORD EXPLORER
1 FM5K8AR2GGC14593
54
2016 FORD EXPLORER
1 FM5K8AR4GGC14594
55
2016 FORD EXPLORER
1 FM5K8AR8GGC14596
56
2016 FORD EXPLORER
1 FM5K8ARXGGC14597
57
2016 MAGIC TILT 1517N Boat, motor, trailer
1M5BM1710G1E17321
58
2016 BMW Motorcycle
WBlOA1306GZ194910
59
2016 BMW Motorcycle
WBlOA1308GZ194911
60
2016 SCAG STC48V-651 FS
L9500011
61
2016 SCAG 87952
L8800216
This endorsement forms a part of the Declarations to which attached, effective on
the inception date of the coverage unless otherwise stated herein, and modifies
such coverage as is afforded by the provisions of the coverage shown below:
Entity Name : Round Rock
Entity ID : 3127
Effective Date : 10/01/15
AUTOMOBILE LIABILITY
It is understood that pursuant to Part IV -A., Section II, paragraph D., of the Liability Coverage
Document, coverage is extended to the owner, lessor or lienholder designated below because such
coverage is required by contract. However, coverage is extended only with respect to liability
arising out of the operation, use, loading, unloading, or maintenance of the automobiles designated
below.
AUTOMOBILE PHYSICAL DAMAGE
Loss or damage to the automobile(s) described in this endorsement shall be paid as interest may
appear to the fund member and the loss payee named below. The interest of the loss payee shall
not become invalid because of acts or omissions of the fund member. However, the Fund reserves
the right to cancel this self-insurance as permitted by the Interlocal Agreement and the cancellation
will terminate this agreement as to the loss payee's interest. The Fund will give the same advance
notice of cancellation to the loss payee as is given to the fund member.
In the event the Fund pays the loss payee the Fund shall, to the extent of payment, be subrogated
to the loss payee's right of recovery.
Owner/Lessor/Lienholder : JP Morgan Chase Bank, N.A. its Parent, Affiliates, Successors/Assigns
Address : 1111 Polaris Parkway Suite A-3, MaiIcode OHl-1085
City, State & ZIP : Columbus, OH 43240-2050
Designated Automobile(s)
See Attached 2015 Lease/Purchase
Equipment List
TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL
EL201•A
06/02/06
L'QSS. PAYAl3Ll ,CLAUSE Ivi(JI3II ); I;QiIII'1G1ENT
This endorsement forms a part of the Declarations to which attached, effective on the
inception date of the coverage unless otherwise stated herein, and modifies such coverage
as is afforded by the provisions of the coverage shown below:
SPECIAL FORM PROPERTY COVERAGE
Entity Name ; Round Rock
Entity ID :3127
Effective Date :10101115
It is understood and agreed that loss or damage to the mobile equipment described in this endorsement
shall be paid as interest may appear to the person or organization named below.
Loss Payee Name ;JP Morgan Chase Bank,N.A. its Parent, Affiliates, Successors/Assigns t
Address :1111 Polaris Parkway, Suite A-3, Mailcode OHI -1085
City, State/ZIP :Columbus, OH 43240-2050
The most we will pay for any loss to the described equipment is the lesser of:
1. the value indicated below, or;
2. the replacement cost or actual cash value of the equipment, based on the valuation method
selected by the member, minus the applicable deductible.
Designation or Description of Equipment
See Attached 2015 Lease/Purchase Equipment List
ID Year Make/Model Serial Number Value
TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL
EP301
05/20/02
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720
10 -See separate instructions.
Department of the Treasury
Internal Revenue Service Caution: If the issue price is under $100,000, use Form 8038 -GC.
Mg -MME Renortina Ar rthnri If Amended Return, check here ► ❑
1 Issuer's name
2 Issuer's employer identification number (EIN)
X017
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
1-cw,iC Lp,,��-_Rxct c_fA
3b Telephone number of other person shown on 3a
�S_l Z- Ll r- 3ZgS'
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
5 Report number (For IRS Use Only)
22-9 C -k<0 Nwrly-') STtCI61
16
13 1-7,717,--1
6 City, town, or post office, state, and ZIP code
(Loo
7 Date of issue
8 Name of issue
9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
instructions)
10b Telephone number of officer or other
employee shown on 10a
SV$Ptit� L. Mcd6Ptz�, Cr?7cr. C.F,b.
BIZ -Z1 g'- SL/q y
■Tvna of Iccna (antar the issue nrirel_ Sap. the instructions and attach schedule.
11
12
13
14
15
16
17
18
19
20
Education . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe ►
If obligations are TANS or RANs, check only box 19a . . . . . . . . .
If obligations are BANS, check only box 19b . . . . . . . . . . . .
If obligations are in the form of a lease or installment sale, check box . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . ► ❑
. . . . ► ❑
. . . . ► ❑
11
12
13
14 7 12_j'0,0W
15
16
17
18
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
Description of Obligations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
l0-09 -202-1
$ 2 2So 000
$..Zj33Z, 75G.33,
Ftt✓)5 years
1.3L's
Uses of Proceeds of tsoncI Issue pncluaing unaerwraers alscounq
22
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
22
23
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
30
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
29
30
Description of Refunded Bonds. Complete this part only for refunding bonds.
31
32
33
Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ►
Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ►
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . 00-
N Pti years
A, years
34
34
Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. cat. No. 63773s
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-2011) Page 2
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
(GIC) (see instructions) . . . . . . . . . . . . . . . . I. . . . . . . . . 36a
b Enter the final maturity date of the GIC 10-
c
c Enter the name of the GIC provider 00-
37
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans `
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 137
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b
Enter the date of the master pool obligation 0-
c
c
Enter the EIN of the issuer of the master pool obligation ►
d
Enter the name of the issuer of the master pool obligation 00-
39
39
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box
10-
40
40
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . .
. ► ❑
41a
If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b
Name of hedge provider ►
c
Type of hedge 0-
d
d
Term of hedge 0-
42
42
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . .
. ► ❑
43
If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . .
. 0-
44
44
If the issuer has established written procedures to monitor the requirements of section 148, check box . . .
. .110-
►45a
45a
If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . lo-
b
b
Enter the date the official intent was adopted 0 -
Under
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and proces�el
t a authorized above.
Consent igpresentativ ate Type or print name and title
Paid Print/Type preparer's name Preparer s signature Date Check ❑ if PTIN
Preparer self-employed
Use Only Firm':name ► Firm's EIN 11 -
Firm's
Firm's address ► Phone no.
Form 8038-G (Rev. 9-2011)
Instructions for. Form 8038-G Department etheTreasury
internal Revenue Service
(Rev. September 2012)
(Use with the September 2011 revision of Form 8038-G.)
Information Return for Tax -Exempt Governmental Obligations
Section references are to the Internal Revenue
Code unless otherwise noted.
General Instructions
Purpose of Form
Form 8038-G Is used by issuers of
tax-exempt governmental obligations to
provide the IRS with the Information
required by section 149(e) and to monitor
the requirements of sections 141 through
150.
Who Must File
iF the Issue price THEN, for tax-exompt
(line 21, column (b)) governmental
Is.- obligations Issued after
December 31,1988,
Issuers must file...
$100,060 or more A separate Form 8038-G
for each Issue
Less than $100,000 Form 8038 -GC,
Information Return for
Small Tax -Exempt
Governmental Bond
Issues, bases, and
Installment Sales
For all bulld America bonds and
recoveryzone economic
development bonds use Form
8038-B, information Return for Build
Amerka Bonds and Recovery Zone
Economic Development Bonds. For tax
credit bonds and specified tax credit
bonds use Form 8038 -TC, Information
Return for Tax Credit Bonds and Specified
Tax Credit Bonds.
When To File
File Form 8038-G on or before the 15th
day of the 2nd calendar month after the
close of the calendar quarter In which the
bond Is Issued. Form 8038-G may not be
filed before the Issue date and must be
completed based on the facts as of the
Issue date.
Late filing. An Issuer may be granted an
extension of time to file Form 8038-G
under Section 3 of Rev. Proc. 2002-48,
2002-37 1.R.B. 53 1, if it is deiefrtiined-that
the failure to file timely is not due to willful
neglect. Type or print at the top of the form
"Request for Relief under section 3 of Rev.
Proc. 2002-48" and attach a letter
explaining why Form 8038-G was not
submitted to the IRS on time. Also indicate
whether the bond issue in question is
under examination by the IRS. Do not
submit copies of the trust indenture or
other bond documents. See Where To File
next.
Where To File
File Form 8038-G, and any attachments,
with the Department of the Treasury,
Internal 'Revenue Service Center, Ogden,
UT 84201.
Private delivery services. You can use
certain private delivery services
designated by the IRS to meet the'Yimely
mailing as timely filing/paying" rule for tax
returns and payments. These private
delivery services include only the
following:
• DHL Express (DHL): DHL Same Day
Service.
• Federal Express (FedEx): FedEx
Priority Overnight, FedEx Standard
Overnight, FedEx 2Day, FedEx
International Priority, and FedEx
International First.
• United Parcel Service (UPS): UPS Next
Day Air, UPS Next Day Air Saver, UPS
2nd Day Air, UPS 2nd Day Air A.M., UPS
Worldwide Express Plus, and UPS
Worldwide Express.
The private delivery service can tell you
how to get written proof of the mailing
date.
Other Forms That May Be
Required
For rebating arbitrage (or paying a penalty
in lieu of arbitrage rebate) to the Federal
government, use Form 8038-T, Arbitrage
Rebate, Yield Reduction and Penalty in
Lieu of Arbitrage Rebate.
For private activity bonds, use Form
8038, Information Return for Tax -Exempt
Private Activity Bond Issues.
For build America bonds (Direct Pay),
build America bonds (fax Credlt), and
recovery zone economic development
bonds, complete Form 8038-8,
Information Return for Build America
Bonds and Recovery Zone Economic
Development Bonds.
For qualified forestry conservation
bonds, new clean renewable energy
bonds, qualified energy conservation
bonds, qualified zone academy bonds,
qualified school construction bonds, clean
renewable energy bonds, and all other
qualified tax credit bonds (except build
America bonds), file Form 8038 -TC,
Aug 10, 2012 Cal. No. 63774D
Information Return for Tax Credit Bonds
and Specified Tax Credit Bonds.
Rounding to Whole Dollars
You may show amounts on this return as
whole dollars, To do so, drop amounts
less than 50 cents and increase amounts
from 50 cents through 99 cents to the next
higher dollar.
Questions on Filing Form
8038-G
For specific questions on how to file Form
8038-G send an email to the IRS at
TaxExemptBondQuestions@irs.gov
and put "Form 8038-G Question" in the
subject line. ]n the email include a
description of your question, a return email
address, the name of a contact person,
and a telephone number,
Definitions
Tax-exempt obligation, This is any
obligation, Including a bond, installment
purchase agreement, orfinancial lease, on
which the interest Is excluded from income
under section 103.
Tax-exempt governmental obligation.
A tax-exempt obligation that Is not a
private activity bond (see next) is a
tax-exempt governmental obligation. This
Includes a bond issued by qualified
volunteer fire department under section
150(e).
Private activity bond. This includes an
obligation Issued as part of an issue in
which:
• More than 10% of the proceeds are to
be used for any private activity business
use, and
• More than 10% of the payment of
principal or interest of the issue is either
(a) secured by an Interest in property to be
used for a private business use (or
payments for such property) or (b) to be
derived from payments for property (or
borrowed money) used for a private
business use.
It also includes a bond, the proceeds of
which (a) are to be used directly or
indirectly to make or finance loans (other
than loans described in section 141(c)(2))
to persons other than governmental units
and (b) exceeds the lesser of 5% of the
proceeds or $5 million.
Issue price. The Issue price of
obligations Is generally determined under
Regulations section 1.148-1(b). Thus,
when issued for cash, the Issue price is
the first price at which a substantial
amount of the obligations are sold to the
public. To determine the issue price of an
obligation issued for property, see
sections 1273 and 1274 and the related
regulations.
Issue. Generally, obligations are treated
as part of the same Issue if they are issued
by the same issuer, on the same date, and
in a single transaction, or a series of
related transactions. However, obligations
Issued during the same calendar year (a)
under a loan agreement under which
amounts are to be advanced periodically
(a "draw -down loan") or (b) with a term not
exceeding 270 days, may be treated as
part of the same issue If the obligations
are equally and ratably secured under a
single indenture or loan agreement and
are issued under a common financing
arrangement (for example, under the
same official statement periodically
updated to reflect changing factual
circumstances). Also, for obligations
Issued -under a draw -down loan that meet.
the requirements of the preceding
sentence, obligations Issued during
different calendar years may be treated as
part of the same Issue If all of the amounts
to be advanced under the draw -down loan
are reasonably expected to be advanced
within 3 years of the date of Issue of the
first obligation. Likewise, obligations (other
than private activity bonds) issued under a
single agreement that is in the form of a
lease or installment sale may be treated
as part of the same Issue if all of the
property covered by that agreement Is
reasonably expected to be delivered
within 3 years of the date of issue of the
first obligation.
Arbitrage rebate. Generally, Interest on
a state or local bond is not tax-exempt
unless the Issuer of the bond rebates to
the United States arbitrage profits earned
from investing proceeds of the bond In
higher yielding nonpurpose investments.
See section 148(f).
Construction issue. This is an issue of
tax-exempt bonds that meets both of the
following conditions:
1. At least 75% of the available
construction proceeds are to be used for
construction expenditures with respect to
property to be owned by a governmental
unit or a section 501(c)(3) organization,
and
2. All the bonds that are oart of the
issue are qualified 501(c)(3) bonds, bonds
that are not private activity bonds, or
private activity bonds issued to finance
property to be owned by a governmental
unit or a section 501(c)(3) organization.
In lieu of rebating any arbitrage that
may be owed to the United States, the
Issuer of a construction issue may make
an irrevocable election to pay a penalty.
The penalty is equal to 1'12% of the
amount of construction proceeds that do
not meet certain spending requirements.
See section 148(f)(4)(C) and the
Instructions for Form 8038-T.
Pooled financing issue. This is an Issue
of tax-exempt bonds, the proceeds of
which are to be used to finance purpose
investments representing conduit loans to
two or more conduit borrowers, unless
those conduit loans are to be used to
finance a single capital project.
Specific Instructions
Part I --Reporting Authority
Amended return. An Issuer may file an
amended return to change or add to the
information reported on a previously filed
return for the same date of Issue. If you
are filing to correct errors or change a
previously filed return, check the
Amended Retum box in the heading of the
form.
The amended return must provide all
the information reported on the original
return, In addition to the new or corrected
Information. Attach an explanation of the
reason for the amended return and write
across the top, "Amended Return
Explanation." Failure to attach an
explanation may result In a delay In
processing the form.
Line 1. The Issuer's name is the name of
the entity Issuing the obligations, not the
name of the entity receiving the benefit of
the financing. For a lease or installment
sale, the issuer is the lessee or the
purchaser.
Line 2. An issuer that does not have an
employer Identification number (EIN)
should apply for one on Form SS -4,
Application for Employer identification
Number. You can get this form on the IRS
website at IRS.gov or by calling
1 -800 -TAX -FORM (1-800-8293676). You
may receive an EIN by telephone by
following the instructions for Form SS -4.
Line 3a. If the issuer wishes 10 authorize
a person other than an officer or other
employee of the Issuer (including a legal
representative or paid preparer) to
communicate with the IRS and whom the
IRS may contact about this return
(including in writing or by telephone), enter
the name of such person here. The person
listed In line 3a must be an individual. Do
not enter the name and title of an officer or
other employee of the issuer here (use
line i Oa for that purpose).
Note. By authorizing a person other than
an authorized officer or other employee of
the Issuer to communicate with the IRS
and whom the IRS may contact about this
return, the issuer authorizes the IRS to
-2-
communicate directly with the individual
entered on line 3a and consents to
disclose the issuer's return Information to
that individual, as necessary, to process
this return.
Lines 4 and 6. If you listed an Individual
on line 3a to communicate with the IRS
and whom the IRS may contact about this
return, enter the number and street (or
P.O. box If mail Is not delivered to street
address), city, town, or post office, state,
and ZIP code of that person. Otherwise,
enter the issuer's number and street (or
P.O. box if mall Is not delivered to street
address), city, town, or post office, state,
and ZIP code.
Note. The address entered on lines 4 and
6 is the address the IRS will use for all
written communications regarding the
processing of this return, Including any
notices.
Line 5. This line is for IRS use only. Do
not make any entries in this box.
Line 7. The date of Issue is generally the
date on which the issuer physically
exchanges the bonds that are part of the
issue for the underwriter's (or other
purchaser's) funds. For a lease or
installment sale, enter the date Interest
starts to accrue In an MM/DD/YYYY
format.
Line 8. If there is no name of the issue,
please provide other identification of the
issue.
Line 9. Enter the CUSIP (Committee on
Uniform Securities Identification
Procedures) number of the bond with the
latest maturity. If the issue does not have a
CUSIP number, write "None."
Line 10a. Enter the name and title of the
officer or other employee of the issuer
whom the IRS may call for more
information. If the Issuer wishes to
designate a person other than an officer or
other employee of the issuer (Including a
legal representative or paid preparer)
whom the IRS may call for more
information about the return, enter the
name, title, and telephone number of such
person'on lines 3a and 3b.
®Complete lines 10a and 10b even
If you complete lines 3a and 3b.
i
Part II --Type of Issue
Elections referred to in Part 11 are - — -
Y made on the original bond-
documents,
onddocuments, noton this form.
Identify the type of obligations issued by
entering the corresponding Issue price
(see issue price under Definitions earlier).
Attach a schedule listing names and EINs
of organizations that are to use proceeds
of these obligations, if different from those
of the Issuer, include a brief summary of
the use and indicate whether or not such
user Is a governmental or
nongovernmental entity.
Line 18. Enter a description of the Issue
in the space provided.
Line 19. If the obligations are short-term
tax anticipation notes or warrants (i'ANs)
or short-term revenue anticipation notes or
warrants (RANs), check box 19a. If the
obligations are short-term bond
anticipation notes (BANs), Issued with the
expectation that they will be refunded with
the proceeds of long-term bonds at some
future date, check box 19b. Do not check
both boxes.
Line 20. Check this box if property other
than cash is exchanged for the obligation,
for example, acquiring a police car, a fire
truck, or telephone equipment through a
series of monthly payments. (This type of
obligation is sometimes referred to as a
"municipal lease.") Also check this box if
real property Is directly acquired In
exchange for an obligation to make
periodic payments of interest and
principal. Do not check this box If the
proceeds of the obligation are received in
the form of cash, even if the term "lease" Is
used in the title of the Issue.
Part III—Description of
Obligations
Line 21. For column (a), the final maturity
date Is the last date the issuer must
redeem the entire issue.
For column (b), see Issue price under.
Definitions earlier.
For column (c), the stated redemption
price at maturity of the entire issue Is the
sum of the stated redemption prices at
maturity of each bond issued as part of the
issue. For a lease or Installment sale, write
"N/A" In column (c).
For column (d), the weighted average
maturity is the sum of the products of the
Issue price of each maturity and the
number of years to maturity (determined
separately for each maturity and by taking
into account mandatory redemptions),
divided by the Issue price of the entire
issue (from line 21, column (b)). For a
lease or Installment sale, enter instead the
total number of years the lease or
installment sale will be outstanding.
For column (e), the yield, as defined In
section 148(h), Is the discount rate that,
when used to compute the present value. _..
of all payments of principal and interest to
be paid on the obligation, produces an
amount equal to the purchase price,
Including accrued Interest. See
Regulations section 1.148-4 for specific
rules to compute the yield on an Issue. If
the Issue is a varlable rate Issue, write
"VR" as the yield of the Issue. For other
than variable rate Issues, carry the yield
out to four decimal places (for example,
5.3125%). If the Issue is a lease or
Installment sale, enter the effective rate of
Interest being paid.
Part IV—Uses of Proceeds of
Bond Issue
For a lease or installment sale, write "NIA"
In the space to the right of the title for Part
IV.
Line 22. Enter the amount of proceeds
that will be used to pay interest from the
date the bonds are dated to the date of
issue.
Llne 24. Enter the amount of the
proceeds that will be used to pay bond
Issuance costs, including fees for trustees
and bond counsel. if no bond proceeds
will be used to pay bond issuance costs,
enter zero. Do not leave this line blank.
Line 25. Enter the amount of the
proceeds that will be used to pay fees for
credit enhancement that are taken into
account in determining the yield on the
Issue for purposes of section 148(h) (for
example, bond insurance premiums and
certain fees for letters of credit).
Line 26. Enter the amount of proceeds
that will be allocated to such a fund.
Line 27. Enter the amount of the
proceeds that will be used to pay principal,
interest, or call premium on any other
issue of bonds within 90 days of the date
of issue.
Line 28. Enter the amount of the
proceeds that will be used to pay principal,
Interest, or call premium on any other
issue of bonds after 90 days of the date of
issue, including proceeds that will be used
to fund an escrow account for this
purpose.
Part V—Description of
Refunded Bonds
Complete this part only If the bonds are to
be used to refund a prior Issue of
tax-exempt bonds. For a lease or
installment sale, write "N/A" in the space
to the right of the title for Part V.
Lines 31 and 32. The remaining
weighted average maturity is determined
without regard to the refunding. The
weighted average maturity is determined
In the same manner as on line 21, column
(d).
Line 34. if more than a single issue of
bonds will be refunded, enter the date of
Issue of each issue. Enter the date in an
M M/D D/YYYY format.
Part VI—Miscellaneous
Line 35. An allocation of volume cap Is
required if the nonquallfled amount for the
Issue Is more than $15 million but Is not
.3-
more than the amount that would cause
the issue to be private activity bonds.
Line 36. If any portion of the gross
proceeds of the issue is or will be Invested
In a guaranteed investment contract (GIC),
as defined in Regulations section
1.148-1(b), enter the amount of the gross
proceeds so Invested, as well as the final
maturity date of the GIC and the name of .
the provider of such contract.
Line 37. If the Issue Is a pooled financing
issue (as defined under Pooled financing
issue in Definitions), enter the amount of
the proceeds used to make loans to other
governmental units, the Interest on which
is tax-exempt.
Line 38. If the Issue is a loan of proceeds
from a pooled financing issue (as defined
under Pooled financing issue in
Definitions), check the box and where
asked for the date of issue, EIN, and name
of the issuer of the master pool obligation,
enter the date of issue, EIN, and name of
the Issuer of the pooled financing issue.
Lina 40. Check this box if the issue is a
construction Issue and an irrevocable
election to pay a penalty In lieu of
arbitrage rebate has been made on or
before the date the bonds were Issued.
The penalty is payable with a Form 8038-T
for each 6 -month period after the date the
bonds are Issued. Do not make any
payment of penalty In lieu of arbitrage
rebate with this form. See Rev. Proc.
92-22, 1992-1 C.B. 736 for rules regarding
the "election document."
Line 41a. Check this box if the Issuer
has identified a hedge on Its books and
records according to Regulations sections
1.148-4(h)(2)(vlii) and 1.148-4(h)(5) that
permit an issuer of tax-exempt bonds to
identify a hedge for It to be included in
yield calculations for computing arbitrage.
Line 42. In determining lithe issuer has
super -Integrated a hedge, apply the rules
of Regulations section 1,148-4(h)(4). If the
hedge is super -integrated, check the box.
Line 43. If the Issuer takes a "deliberate
action" after the Issue date that causes the
conditions of the private business tests or
the private loan financing test to be met,
then such issue is also an issue of private
activity bonds. Regulations section
1.141-2(d)(3) defines a deliberate action
as any action taken by the Issuer that is
within its control regardless of whether
there is intent to violate such tests..
'regulations sectdan 1.141-i2 explains Elie
conditions to taking remedial action that
prevent an action that causes an Issue to
meet the private business tests or private
loan financing test from being treated as a
deliberate action. Check the box if the
Issuer has established written procedures
to ensure timely remedial action for all
nonqualified bonds according to
Regulations section 1.141-12 or other
remedial actions authorized by the
Commissioner under Regulations section
1.141-12(h).
Line 44. Check the box If the Issuer has
established written procedures to monitor
compliance with the arbitrage, yield
restriction, and rebate requirements of
section 148.
Llne'45a. Check the box if some part of
the proceeds was used to reimburse
expenditures. Figure and then enter the
amount of proceeds that are used to
reimburse the issuer for amounts paid for
a qualified purpose prior to the issuance of
the bonds. See Regulations section
1.150-2.
Line 45b. An issuer must adopt an official
Intent to reimburse itself for preissuance
expenditures within 60 days after payment
of the original expenditure unless
excepted by Regulations section
1.150-2(f). Enter the date the official Intent
was adopted. See Regulations section
1.150-2(e) for more information about
official intent:
Signature and Consent
An authorized representative of the issuer
must sign Form 8038-G and any
applicable certification. Also print the
name and title of the person signing Form
8038-G. The authorized representative of
the Issuer signing this form must have the
authority to consent to the disclosure of
the issuer's retUm information, as
necessary to process this return, to the
person(s) that have been designated in
Form 8038-G.
Note. If the issuer in Part 1, lines 3a and
3b authorizes the IRS to communicate
(including In writing and by telephone) with
a person other than an officer or other
employee of the issuer, by signing this
form, the issuer's authorized
representative consents to the disclosure
of the issuer's return information, as
necessary to process this return, to such
person.
Paid Preparer
If an authorized officer of the issuer filled in
this return, the paid preparer's space
should remain blank. Anyone who
prepares the return but does not charge
the organization should not sign the
return. Certain others who prepare the
return should not sign. For example, a
regular, full-time employee of the Issuer,
such as a clerk, secretary, etc., should not
sign.
Generally, anyone who is paid to
prepare a return must sign It and fill in the
other blanks in the Paid Preparer Use Only
area of the return.
The paid preparer must:
• Sign the return in the space provided for
the preparer's signature (a facsimile
signature Is acceptable),
• Enter the preparer information, and
• Give a copy of the return to the Issuer.
Paperwork Reduction Act Notice. We
ask for the information on this form to carry
out the Internal Revenue laws of the
United States. You are required to give us
the information. We need it to ensure that
you are complying with these laws.
.4.
You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays avalid OMB
control number. Books or records relating
to a form or its Instructions must be
retained as long as their contents may
become material in the administration of
any Internal Revenue law. Generally, tax
returns and return information are
confidential, as required by section 6103.
The time needed to complete and file
this form varies depending on Individual
circumstances. The estimated average
time Is:
Loaming about the law or 2 hr., 41 min.
the form ...........
Preparing, copying, 3 hr., 3 min.
assembling, and sending
the form to the IRS ....
If you have comments concerning the
accuracy of these time estimates or
suggestions for making this form simpler,
we would be happy to hear from you. You
can wrlleto the IriferhW Revenue Service,
Tax Products Coordinating Committee,
SE:W:CAR:MP:T:M:S,1111 Constitution
Ave. NW, IR -6526, Washington, DC
20224. Do not send the form to this office.
Instead, see Where To File.
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
1of2
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1. 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2016-106590
Date Filed:
08/31/2016
Date Acknowledged:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
JPMorgan Chase Bank, N.A.
Columbus, OH United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock, Texas
g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract
SOLICITATION NUMBER 16-022
LEASE/PURCHASE FINANCING
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
intermediary
Crown - Executive Officer, James S.
New York, NY United States
X
Jackson Jr. - Executive Officer, Laban P.
New York, NY United States
X
Lake - Executive Officer, Marianne
New York, NY United States
X
Zames - Executive Officer, Matthew E.
New York, NY United States
X
Dimon - Executive Officer, James
New York, NY United States
X
Erdoes - Executive Officer, Mary Callahan
New York, NY United States
X
Pinto - Executive Officer, Daniel E.
London Canary Wharf United
X
Bacon - Executive Officer, Ashley
New York, NY United States
X
Donnelly - Executive Officer, John L.
New York, NY United States
X
Friedman - Executive Officer, Stacey
New York, NY United States
X
Petno - Executive Officer, Douglas B.
New York, NY United States
X
Smith - Executive Officer, Gordon A.
New York, NY United States
X
Bammann - Executive Officer, Linda B.
New York, NY United States
X
Bell - Executive Officer, James A.
New York, NY United States
X
Bowles - Executive Officer, Crandall C.
New York, NY United States
X
Burke - Executive Officer, Stephen B.
New York, NY United States
X
Flynn - Executive Officer, Timothy P.
New York, NY United States
X
Neal - Executive Officer, Michael A.
New York, NY United States
X
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.2 7 1
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
2of2
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos, 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2016-106590
JPMorgan Chase Bank, N.A.
Columbus, OH United States
Date Filed:
08/31/2016
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock, Texas
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
SOLICITATION NUMBER 16-022
LEASE/PURCHASE FINANCING
4
Nature of interest
Name of Interested Party
City, State, Country (place of business)
(check applicable)
Controlling
Intermediary
Raymond - Executive Officer, Lee R.
New York, NY United States
X
JPMorgan Chase & Co.
New York, NY United States
X
Trail - Employee, Christopher D.
Columbus, OH United States
X
Camus - Employee, Larnell
Austin, TX United States
X
Lowe - Employee, Rebecca A.
San Francisco, CA United States
X
Yost - Employee, Gary
Columbus, OH United States
X
McCoy - Employee, Jay
Columbus, OH United States
X
Rinaldi - Employee, Marilyn
Chicago, IL United States
X
Kirtley - Employee, J. T.
Austin, TX United States
X
5 Check only if there is NO interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
• of t'o
0
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said Marilyn L. Rinaldi . this the 31st day of August
20 16 to certify which, witness my hand and seal of office.
- i. �Gi7Svyi�� //
L L� f}Yz
Signature of officer aaministeritfg oath Printed name of officer administering oath Title of officer ad nistering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 2
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2016-106590
Date Filed:
08/31/2016
Date Acknowledged:
09/01/2016
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
JPMorgan Chase Bank, N.A.
Columbus, OH United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock, Texas
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
SOLICITATION NUMBER 16-022
LEASE/PURCHASE FINANCING
4 Name of Interested Party
City, State, Country (Place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
Crown - Executive Officer, James S.
New York, NY United States
X
Jackson Jr. - Executive Officer, Laban P.
New York, NY United States
X
Lake - Executive Officer, Marianne
New York, NY United States
X
Zames - Executive Officer, Matthew E.
New York, NY United States
X
Dimon - Executive Officer, James
New York, NY United States
X
Erdoes - Executive Officer, Mary Callahan
New York, NY United States
X
Pinto - Executive Officer, Daniel E.
London Canary Wharf United
X
Bacon - Executive Officer, Ashley
New York, NY United States
X
Donnelly - Executive Officer, John L.
New York, NY United States
X
Friedman - Executive Officer, Stacey
New York, NY United States
X
Petno - Executive Officer, Douglas B.
New York, NY United States
X
Smith - Executive Officer, Gordon A.
New York, NY United States
X
Bammann - Executive Officer, Linda B.
New York, NY United States
X
Bell - Executive Officer, James A.
New York, NY United States
X
Bowles - Executive Officer, Crandall C.
New York, NY United States
X
Burke - Executive Officer, Stephen B.
New York, NY United States
X
Flynn - Executive Officer, Timothy P.
New York, NY United States
X
Neal - Executive Officer, Michael A.
New York, NY United States
X
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.217
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
2 of 2
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2016-106590
JPMorgan Chase Bank, N.A.
Columbus, OH United States
Date Filed:
08/31/2016
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock, Texas
Date Acknowledged:
09/01/2016
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
SOLICITATION NUMBER 16-022
LEASE/PURCHASE FINANCING
Nature of interest
4
Name of Interested Party
City, State, Country (place of business)
(check applicable)
Controlling
Intermediary
Raymond - Executive Officer, Lee R.
New York, NY United States
X
JPMorgan Chase & Co.
New York, NY United States
X
Trail - Employee, Christopher D.
Columbus, OH United States
X
Camus - Employee, Larnell
Austin, TX United States
X
Lowe - Employee, Rebecca A.
San Francisco, CA United States
X
Yost - Employee, Gary
Columbus, OH United States
X
McCoy - Employee, Jay
Columbus, OH United States
X
Rinaldi - Employee, Marilyn
Chicago, IL United States
X
Kirtley - Employee, J. T.
Austin, TX United States
X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the day of
20 , to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277