HomeMy WebLinkAboutRes 2018-10-486 Fire Truck Financing GCCCITY OF ANNA, TEXAS
RESOLUTION NO. AO 2 ` C Q - 4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING A
LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF FINANCING A FIRE
APPARATUS.
WHEREAS, City of Anna desires to enter into that certain Lease -Purchase Agreement No. 8382
(the "LP Agreement"), by and between City of Anna and Government Capital Corporation
("GCC"), for the purpose of financing a "Fire Apparatus" and the City desires to designate Jim
Proce, City Manager, as an authorized signer of the Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS:
Section 1. That the recital above is incorporated herein and that the City approves and enters
into the LP Agreement with GCC for the purpose of financing a Fire Apparatus.
Section 2. That the City of Anna will designate Jim Proce, City Manager or his designee, as an
authorized signer of the LP Agreement (Number 8382) dated as of October 9, 2018, by and
between the City of Anna and GCC as well as any other ancillary exhibit, certificate, or
documentation needed for the Agreement, including without limitation the associated Escrow
Agreement for distribution of funds to pay for the Fire Apparatus.
PASSED by the City Council of the City of Anna, Texas, this q ` day of
2018.
Attest City of Anna, s
Carrie L. Smith, City Secretary OF. �A'NatePike/,Mayor
�••,.....,N •%
. 1
City of Anna, Texas Resolution No. AoS- 11) -iA A0 Page 1 of 1
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT
THIS TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.8382 (hereafter referred to as "Agreement") dated as of
October 9, 2018, by and between Government Capital Corporation, a Texas corporation (herein referred to as "Lessor"), and
City of Anna, a political subdivision or agency of the State of Texas (hereinafter referred to as "Lessee").
WITNESSETH: In consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as
follows:
1. Term and Payments. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the property
described in Exhibit A hereto (hereinafter, with all replacement parts, substitutions, proceeds, increases, additions, accessions,
repairs and accessories incorporated therein or affixed thereto, referred to as the "Property") for the amounts to be paid in the sums
(the "Lease Payments") and on the dates (the "Lease Payment Dates") set forth in Exhibit B hereto. Except as specifically provided
in Section 2 hereof, the obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be absolute and
unconditional in all events and shall not be subject to any set-off, defense, counterclaim or recoupment for any reason. The term of
the lease hereunder shall commence upon the dated date of the lease and shall continue until the end of the Lessee's current fiscal
period and thereafter for such additional fiscal periods as are necessary to complete the anticipated total lease term as set forth in
Exhibit B, unless earlier terminated as provided herein. The interest is calculated on the basis of a 30/360-day year on the unpaid
principal amounts from the Schedule Date of the EXHIBIT B.
2. Non -Appropriation and Right of Termination. The obligations of Lessee to make Lease Payments (called for in
Exhibit B) and to make any other payments to Lessor (or to any other person) pursuant to this Agreement are subject to
appropriation by the Lessee of funds that are lawfully available to be applied for such purpose. If Lessee fails to make such an
appropriation prior to a fiscal period of Lessee for the Lease Payments scheduled in such a fiscal period, this Agreement shall
terminate at the end of the last fiscal period immediately preceding the fiscal period for which funds have not been appropriated.
The Lessee shall deliver notice to Lessor of such termination at least forty-five (45) days prior to such termination, but failure to give
such notice shall not prevent the termination of this Agreement. Upon any such termination of this Agreement, all of Lessee's right,
title and interest in and its obligations under this Agreement and to the Property shall terminate effective on the last day of the last
fiscal period of Lessee for which such an appropriation was made.
3. Taxes. In addition to the Lease Payments to be made pursuant to Section 1 hereof, Lessee agrees to indemnify
and hold Lessor harmless from and against and to pay Lessor, as additional rent, on demand, an amount equal to all licenses,
assessments, sales, use, real or personal property, gross receipts or other taxes, levies, imposts, duties or charges, if any, together
with any penalties, fines, or interest thereon imposed against or on Lessor, Lessee or the Property by any governmental authority
upon or with respect to the Property or the purchase, ownership, rental, possession, operation, return or sale of, or receipt of
payments for, the Property, except any Federal or State income taxes, if any, payable by Lessor. Lessee may contest any such taxes
prior to payment provided such contest does not involve any risk of sale, forfeiture or loss of the Property or any interest therein.
4. Lessee's Covenants and Representations. Lessee covenants and represents as follows:
(a) Lessee represents, and will provide an opinion of its counsel to the effect that, it has full power and authority
to enter into this Agreement which has been duly authorized, executed, and delivered by Lessee and is a valid and binding obligation
of Lessee enforceable in accordance with its terms, and all requirements for execution, delivery and performance of this Agreement
have been, or will be, complied with in a timely manner;
(b) Lessee has budgeted and appropriated for the current fiscal period sufficient funds to make the Lease
Payments scheduled to come due in the current fiscal period and all other Payments expected to come due in the current fiscal
period; Lessee currently expects to budget and appropriate sufficient funds to pay the Lease Payments coming due hereunder in
each future fiscal period, but the decision whether to budget and appropriate funds for any future fiscal period is solely within the
discretion of the then -current governing body of Lessee;
(c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority
for, authorization of, performance of, or expenditure of funds pursuant to this Agreement;
(d) Information supplied and statements made by Lessee in any financial statement or current budget prior to or
contemporaneously with the Agreement are true and correct;
(e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property,
which need is not temporary or expected to diminish in the foreseeable future.
(f) No lease, rental agreement, lease -purchase agreement, payment agreement or contract for purchase to which
Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds
being appropriated in any Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue
bond or obligation which Lessee has issued during the past ten (10) years.
(g) Lessee will pay the Lease Payment Due by check, wire transfer, or ACH only.
S. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be
operated by competent persons only. Lessee shall use the Property only for its proper purposes and will not install, use, operate or
maintain the Property improperly, carelessly, or in violation of any applicable law, ordinance, rule or regulation of any governmental
authority, or in a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall keep the
property at the location stated on the Certificate of Acceptance executed by Lessee upon delivery of the Property until Lessor, in
writing, permits its removal, and the Property shall be used solely in the conduct of the Lessee's operations. Lessee shall obtain, at
its expense, all registrations, permits and licenses, if any, required by law for the installation and operation of the Property. Any
license plates used on the Property shall be issued in the name of the Lessee. If a certificate of title is issuable with respect to the
Property, it shall be delivered to the Lessor showing the interest of the Lessor.
GOVERNMENT CAPITAL
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ — Page 1
6. Maintenance. Lessor shall not be obligated to make any repairs or replacements. At its own expense, Lessee
shall service, repair and maintain the Property in as good condition, repair, appearance and working order as when delivered to
Lessee hereunder, ordinary wear and tear from proper use alone excepted, and shall replace any and all parts thereof which may
from time to time become worn out, lost, stolen, destroyed, or damaged beyond repair or rendered unfit for intended use, for any
reason whatsoever, all of which replacements shall be free and clear of all liens, encumbrances and claims of others and shall
become part of the Property and subject to this Agreement. Lessor may, at its option, discharge such costs, expenses and insurance
premiums necessary for the repair, maintenance and preservation of the Property, and all sums so expended shall be due from
Lessee in addition to rental payments hereunder.
7. Alterations.
(a) Lessee may, at its own expense, install or place in or on, or attach or affix to, the Property such equipment or
accessories as may be necessary or convenient to use the Property for its intended purposes provided that such equipment or
accessories do not impair the value or utility of the Property. All such equipment and accessories shall be removed by Lessee upon
termination of this Agreement, provided that any resulting damage shall be repaired at Lessee's expense. Any such equipment or
accessories not removed shall become the property of Lessor.
(b) Without the written consent of Lessor, Lessee shall not make any other alterations, modifications or
improvements to the Property except as required or permitted hereunder. Any other alterations, modifications or improvements to
the Property shall immediately become part of the Property, subject to the provisions hereof. Without the prior written consent of
Lessor, Lessee shall not affix or attach any of the Property to any real property. The Property shall remain personal property
regardless of whether it becomes affixed or attached to real property or permanently rests upon any real property or any
improvement thereon.
8. Liens. Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, security
interest, pledge, lien, charge, encumbrance or claim on or with respect to the Property, title thereto or any interest therein, except
the respective rights of Lessor and Lessee hereunder.
9. Damage to or Destruction of Property. Lessee shall bear the entire risk of loss, damage, theft or destruction of
the Property from any and every cause whatsoever, and no loss, damage, destruction or other event shall release Lessee from the
obligation to pay the full amount of the rental payments or from any other obligation under this Agreement. In the event of damage
to any item of the Property, Lessee will immediately place the same in good repair, with the proceeds of any insurance recovery
applied to the cost of such repair. If Lessor determines that any item of Property is lost, stolen, destroyed or damaged beyond
repair, Lessee, at the option of Lessee, will either (a) replace the same with like property in good repair or (b) on the next Lease
Payment Date, pay Lessor (i) all amounts then owed by Lessee to Lessor under this Agreement, including the Lease Payment due on
such date, and (ii) an amount equal to the applicable Option to Purchase Value set forth in Exhibit B.
10. Insurance. Lessee shall either be self -insured with regard to the Property or shall purchase and maintain
insurance with regard to the Property. Lessee shall indicate on each Certificate of Acceptance executed in relation to this Agreement
its election to be self -insured or company insured with regard to the Property listed on that Certificate of Acceptance. Whether
Lessee is self -insured or company insured, Lessee shall, for the term of this Agreement, at its own expense, provide comprehensive
liability insurance with respect to the Property, insuring against such risks, and such amounts as are customary for lessees of
property of a character similar to the Property. In addition, Lessee shall, for the term of this Agreement, at its own expense, provide
casualty insurance with respect to the Property, insuring against customary risks, coverage at all times not less than the amount of
the unpaid principal portion of the Lease Payments required to be made pursuant to Section 1 as of the last preceding Payment Date
specified in Exhibit B on which a Lease Payment was made. If insurance policies are provided with respect to the Property, all
insurance policies shall be with insurers authorized to do business in the State where the Property is located and shall name both
Lessor and Lessee as insured as their respective interest may appear. Insurance proceeds from casualty losses shall be payable
solely to the Lessor, subject to the provisions of Section 9. Lessee shall, upon request, deliver to Lessor evidence of the required
coverage together with premium receipts, and each insurer shall agree to give Lessor written notice of non-payment of any premium
due and ten (10) days notice prior to cancellation or alteration of any such policy. Lessee shall also carry and require any other
person or entity working on, in or about the Property to carry workmen's compensation insurance covering employees on, in or about
the Property. In the event Lessee fails, for any reason, to comply with the requirements of this Section, Lessee shall indemnify, save
harmless and, at Lessee's sole expense, defend Lessor and its agents, employees, officers and directors and the Property against all
risk of loss not covered by insurance.
11. Lessee Gross negligence. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss
or damage to the Property and for injury to or death of any person or damage to any property, whether such injury or death be with
respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property or the
property of others, which is proximately caused by the negligent conduct of Lessee, its officers, employees and agents. Lessee
hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses, damages, penalties, claims,
actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed on, incurred by or
asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding based in whole or in part upon the
negligent conduct of Lessee, its officers, employees and agents, to the maximum extent permitted by law.
12. No Warranty. ALL WARRANTIES, PROMISES AND SERVICE AGREEMENTS, IF ANY, RELATING TO THE PROPERTY
THAT THE MANUFACTURERS OR THE PARTY WHO SUPPLIED THE PROPERTY TO LESSOR (THE "VENDOR") HAVE MADE TO LESSOR IN
CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE PROPERTY ARE HEREBY ASSIGNED TO
LESSEE. Lessee may communicate with Vendor and receive an accurate and complete statement of all such warranties, promises and
service agreements, if any. All claims or actions on any warranty so assigned shall be made or prosecuted by Lessee, at its sole
expense, upon prior written notice to Lessor. Lessor may, but shall have no obligation whatsoever to participate in such claim or
action on such warranty, at Lessor's expense. Any recovery under such a warranty shall be made payable jointly to Lessee and
Lessor. Lessee acknowledges that Lessee has selected the Vendor and that Lessee has directed Lessor to acquire the Property from
Vendor in connection with this Agreement. Lessee further acknowledges that this Agreement is a "Finance Lease" within the
meaning of the Uniform Commercial Code and that Lessee is entitled to the Vendor's warranties and promises described above, if
any. LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND ASSUMES NO OBLIGATION
WITH RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY OR FITNESS OF THE PROPERTY DESCRIBED IN EXHIBIT A
FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO ANY SPECIFICATION OR PURCHASE ORDER, OR AS TO
THE PROPERTY'S DESIGN, DELIVERY, INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without in any way
excusing Lessee from its obligations under this Agreement, and Lessor shall not be liable to Lessee for any damages on account of
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 2
such risks.
13. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shall
have the option to purchase not less than all of the Property which is then subject to this Agreement, "as is" at the payment date, for
the Option to Purchase Values set forth in Exhibit B by giving written notice to Lessor not less than sixty (60) days prior to the date
specified in Exhibit B for the exercise of such option; provided that upon Lessee's timely payment of all Lease Payments specified in
Exhibit B, Lessee shall be deemed to have properly exercised its option to purchase the Property and shall be deemed to have
acquired all of Lessor's right, title and interest in and to the Property, free of any lien, encumbrance or security interest except such
liens, encumbrances or security interest as may be created, or permitted and not discharged, by Lessee but without other
warranties. Payment of the applicable Option to Purchase
Value shall occur on the applicable Lease Payment Date specified in Exhibit B hereto, at which time Lessor shall, unless not required
hereunder, deliver to Lessee a quitclaim bill of sale transferring Lessor's interest in the Property to Lessee free from any lien,
encumbrance or security interest except such as may be created, or permitted and not discharged, by Lessee but without other
warranties. Upon Lessee's actual or constructive payment of the Option to Purchase Value and Lessor's actual or constructive
delivery of a quitclaim bill of sale covering the Property, this Agreement shall terminate except as to obligations or liabilities accruing
hereunder prior to such termination.
14. Default and Lessor's Remedies.
(a) The occurrence of one or more of the following events shall constitute an Event of Default, whether occurring
voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency:
(1) Lessee fails to make any payment hereunder when due or within ten (10) days thereafter;
(2) Lessee fails to comply with any other covenant, condition or agreement of Lessee hereunder for a
period of the ten (10) days after notice thereof;
(3) Any representation or warranty made by Lessee hereunder shall be untrue in any material respect as
of the date made;
(4) Lessee makes, permits or suffers any unauthorized assignment, transfer or other disposition of this
Agreement or any interest herein, or any part of the Property or any interest therein; or
(5) Lessee becomes insolvent; or admits in writing its inability to pay its debts as they mature; or applies
for, consents to or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part of its
property; or, in the absence of such application, consent or acquiescence, a trustee, receiver or custodian is appointed for Lessee or
a substantial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement,
moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is instituted by
or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee or is not dismissed within sixty (60)
days.
(b) Upon the occurrence of any Event of Default specified herein, Lessor may, at its sole discretion, exercise
any or all of the following remedies:
(1) Enforce this Agreement by appropriate action to collect amounts due or to become due hereunder, by
acceleration or otherwise, or to cause Lessee to perform its other obligations hereunder in which event Lessee shall be liable for all
costs and expenses incurred by Lessor;
(2) Take possession of the Property, without demand or notice and without court order or any process of
law, and remove and relet the same for Lessee's account, in which event Lessee waives any and all damages resulting therefrom and
shall be liable for all costs and expenses incurred by Lessor in connection therewith and the difference, if any, between the amounts
to be paid pursuant to Section 1 hereof and the amounts received and to be received by Lessor in connection with any such reletting;
(3) Terminate this Agreement and repossess the Property, in which event Lessee shall be liable for any
amounts payable hereunder through the date of such termination and all costs and expenses incurred by Lessor in connection
therewith;
(4) Sell the Property or any portion thereof for Lessor's account at public or private sale, for cash or
credit, without demand on notice to Lessee of Lessor's intention to do so, or relet the Property for a term and a rental which may be
equal to, greater than or less than the rental and term provided herein. If the proceeds from any such sale or rental payments
received under a new agreement made for the periods prior to the expiration of this Agreement are less than the sum of (i) the
costs of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (including but not limited to
reasonable attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date
specified in Exhibit B, and (iii) any past due amounts hereunder (plus interest on such unpaid principal balance at the rate specified
in Section 20 hereof, prorated to the date of such sale), all of which shall be paid to Lessor, Lessor shall retain all such proceeds and
Lessee shall remain liable for any deficiency; or
(5) Pursue and exercise any other remedy available at law or in equity, in which event Lessee shall be
liable for any and all costs and expenses incurred by Lessor in connection therewith. "Costs and expenses", as that term is used in
this Section 14, shall mean, to the extent allowed by law: (i) reasonable attorneys' fees if this Agreement is referred for collection
to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costs and disbursements including such
costs in the event of any action necessary to secure possession of the Property; and (iii) actual and reasonable out-of-pocket
expenses incurred in connection with any repossession or foreclosure, including costs of storing, reconditioning and reselling the
Property, subject to the standards of good faith and commercial reasonableness set by the applicable Uniform Commercial Code.
Lessee waives all rights under all exemption laws.
(6) Under no circumstances shall Lessee be liable under this subsection 14 (b) for any amount in excess
of the sum appropriated pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and
paid during such previous and current fiscal years from amounts so appropriated.
15. Termination. Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof, lessee
shall, upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to the terms of this Agreement,
deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee, ordinary wear
and tear resulting from proper use alone excepted, by loading the Property, at Lessee's sole expense, on such carrier, or delivering
the Property to such location, as Lessor shall provide or designate at or within a reasonable distance from the general location of the
Property. If Lessee fails to deliver the Property to Lessor, as provided in this Section 15, on or before the date of termination of this
Agreement, Lessee shall pay to Lessor upon demand, for the hold -over period, a portion of the total payment for the applicable
period as set forth in Exhibit B prorated from the date of termination of this Agreement to the date Lessee either redelivers the
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 3
Property to Lessor or Lessor repossesses the Property.
16. Assignment. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge,
hypothecate, grant any security interest in or otherwise dispose of this Agreement or the Property or any interest in this Agreement
or the Property; or (ii) sublet or lend the Property or permit it to be used by anyone other than Lessee or Lessee's employees.
Lessor may assign its rights, title and interest in and to this Agreement, the Property and any other documents executed with
respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property, in whole or in part. Any
such assignees shall have all of the rights of Lessor under this Agreement. Subject to the foregoing, this Agreement inures to the
benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. No assignment or
reassignment of any of Lessor's rights, title or interest in this Agreement or the Property shall be effective with regard to Lessee
unless and until Lessee shall have received a copy of the document by which the assignment or reassignment is made, disclosing the
name and address of such assignee. No further action will be required by Lessor or by Lessee to evidence the assignment. During
the term of this Agreement, Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply
with the United States Internal Revenue Code of 1986, Section 149 (a), and the regulations, proposed or existing, from time to time
promulgated thereunder.
17. Personal Property. The Property is and shall at all times be and remain personal property.
18. Title. Upon acceptance of the Property by Lessee hereunder, Lessee shall have title to the Property during the
term of this Agreement; however, in the event of (i) an Event of Default hereunder and for so long as such Event of Default is
continuing, or (ii) termination of this Agreement pursuant to the provisions of Section 2 hereof, title shall be reverted immediately in
and shall revert to Lessor free of any right, title or interest of Lessee unless Lessor elects otherwise.
19. Lessor's Right to Perform for Lessee. If Lessee fails to make any payment or perform or comply with any of its
covenants or obligations hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such
covenants and obligations on behalf of Lessee, and the amount of any such payment and the expenses (including but not limited to
reasonable attorneys' fees) incurred by Lessor in performing or complying with such covenants and obligations, as the case may be,
together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand.
20. Interest on Default. If Lessee fails to pay any Lease Payment specified in Section 1 hereof within ten (10) days
after the due date thereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the
highest lawful rate.
21. Notices. Any notices to be given or to be served upon any party hereto in connection with this Agreement must
be in writing and may be given by certified or registered mail, and shall be deemed to have been given and received forty-eight (48)
hours after a registered or.certified letter containing such notice, postage prepaid, is deposited in the United States mail, and if given
otherwise shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notice
shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such other
address as either party may hereafter designate.
22. Security Interest. As security for Lessee's covenants and obligations hereunder, Lessee hereby grants to Lessor,
and its successors, a security interest in the Property, all accessions thereto and proceeds therefrom, and, in addition to Lessor's
rights hereunder, all of the rights and benefits of a secured party under the Uniform Commercial Code as in effect from time to time
hereafter in the State in which the Property is located or any other State which may have jurisdiction over the Property. Lessee
agrees to execute, acknowledge and deliver to Lessor in recordable form upon request financing statements or any other instruments
with respect to the Property or this Agreement considered necessary or desirable by Lessor to perfect and continue the security
interest granted herein in accordance with the laws of the applicable jurisdiction. Lessee hereby authorizes Lessor or its agent or
assigns to sign and execute on its behalf any and all necessary UCC-1 forms to perfect the Purchase Money Security interests herein
above granted to Lessor.
23. Tax Exemption. Lessee acknowledges and agrees that the Lease Payments have been calculated by Lessor
assuming that the interest portion of each Lease Payment is exempt from Federal Income Taxation. Lessee represents, warrants and
covenants that it will do or refrain from doing all things necessary or appropriate to insure that the interest portion of the Lease
Payments is exempt from Federal Income Taxation, including, but not limited to, executing and filing all information statements
required by Section 149(e) of the Internal Revenue Code of 1986, as amended, and timely paying, to the extent of available funds,
amounts required to be rebated to the United States pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended.
24. Continuing Disclosure. Specifically and without limitation, Lessee agrees to provide audited financial statements,
prepared by a certified public accountant not later than six (6) months after and as of the end of each fiscal year. Periodic financial
statements shall include a combined balance sheet as of the end of each such period, and a combined statement of revenues,
expenditures and changes in fund balances, from the beginning of the then fiscal year to the end of such period. These reports must
be certified as correct by one of Lessee's authorized agents. If Lessee has subsidiaries, the financial statements required will be
provided on a consolidated and consolidation basis.
25. Miscellaneous.
(a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and shall
give the Lessor immediate notice of any attachment or other judicial process affecting the Property, and indemnify and save Lessor
harmless from any loss or damage caused thereby. Lessor may, for the purpose of inspection, at all reasonable times enter upon
any job, building or place where the Property and the books and records of the Lessee with respect thereto are located.
(b) Lessee agrees to equitably adjust the payments payable under this Agreement if there is a determination for
any reason that the interest payable pursuant to this Agreement (as incorporated within the schedule of payments) is not excludable
from income in accordance with the Internal Revenue Code of 1986, as amended, such as to make Lessor and its assigns whole.
(c) Time is of the essence. No covenant or obligations hereunder to be performed by Lessee may be waived
except by the written consent of Lessor, and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on
any occasion shall not constitute or be treated as a waiver of such covenant or obligation as to any other occasion and shall not
preclude Lessor from invoking such remedy at any later time prior to Lessee's cure of the condition giving rise to such remedy.
Lessor's rights hereunder are cumulative and not alternative.
(d) This Agreement shall be construed in accordance with, and governed by, the laws of the State in which the
Property is located.
(e) This Agreement constitutes the entire agreement between the parties and shall not be modified, waived,
discharged, terminated, amended, altered or changed in any respect except by a written document signed by both Lessor and
Lessee.
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 4
(f) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the remainder of this
Agreement.
(g) The Lessor hereunder shall have the right at any time or times, by notice to Lessee, to designate or appoint
any person or entity to act as agent or trustee for Lessor for any purposes hereunder.
(h) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any change
occurring in or to the Property, of a change in Lessee's address, or in any fact or circumstance warranted or represented by Lessee
to Lessor, or if any Event of Default occurs.
(i) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and include
the masculine or feminine gender whenever and wherever appropriate.
(j) The captions set forth herein are for convenience of reference only and shall not define or limit any of the
terms or provisions hereof.
(k) Lessor shall comply with the requirements of Chapter 2270 of the Texas Government Code as it pertains to this
Contract.
(1) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted
by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of in the year 2018.
Lessor: Government Capital Corporation
Witness Signature:
Authorized Signature
345 Miron Dr.
Southlake, TX 76092
Lessee: Citd 6f Anna
Jim Pro ity Manager
111 N rt Powell Parkway
Anna, 75409
Print Name:
Print Title:
Witness Signature: I
Print Name: It- l -e, `1V'31.i
Print Title:
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 5
EXHIBIT A
DESCRIPTION OF PROPERTY
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.8382 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Anna
dated as of October 9, 2018
QTY DESCRIPTION
Fire Apparatus as follows:
One (1) Pierce Enforcer Pumper PUC Stock Unit 30784
PROPERTY LOCATION:
305 South Powell Parkway
Anna, TX 75409
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 6
EXHIBIT B
>> SCHEDULE OF PAYMENTS & OPTION TO PURCHASE PRICE <<
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.8382 (THE "AGREEMENT")
BY AND BETWEEN
Lessor: Government Capital Corporation and Lessee: City of Anna
Schedule dated as of October 17, 2018
PMT PMT DATE TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE
NO. MO DAY YR PAYMENT PAID PAID after pmt on this line
1
11/15/2018
2
11/15/2019
3
11 /15/2020
4
11 /15/2021
5
11/15/2022
6
11 /15/2023
7
11/15/2024
8
11/15/2025
9
11 /15/2026
10
11 /15/2027
Grand Totals
Accepted By Lessee
$57,359.03
$57,359.03
$57,359.03
$57,359.03
$57,359.03
$57,359.03
$57,359.03
$57,359.03
$57,359.03
$57,359.03
$573,590.30
$1,508.29
$16,567.79
$14,993.24
$13,357.92
$11,659.48
$9,895.48
$8,063.39
$6,160.57
$4,184.31
$2,131.83
$88,522.30
$55,850.74
$40,791.24
$42, 365.79
$44, 001.11
$45,699.55
$47,463.55
$49,295.64
$51,198.46
$53,174.72
$55,227.20
$485,068.00
N/A
N/A
N/A
$305,640.63
$258,979.02
$210,684.26
$160,699.18
$108,964.62
$55,419.35
$1.00
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 7
INCUMBENCY, INSURANCE, AND ESSENTIAL USE CERTIFICATES
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.8382 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Anna
dated as of October 9, 2018
I, Carrie Smith, do hereby certify that I am the duly elected or appointed and acting City Secretary (Keeper of the Records),
of City of Anna, a political subdivision or agency duly organized and existing under the laws of the State of Texas, that I or my
designee have custody of the records of such entity, and that, as of the date hereof, the individual(s) named below are the duly
elected or appointed officer(s) of such entity holding the office(s) set forth opposite their respective name(s). I further certify that
(i) the signature(s) set opposite their respective name(s) and title(s) are their true and authentic signature(s), and (ii) such officers
have the authority on behalf of such entity to enter into that certain Texas Municipal Lease -Purchase Agreement dated as of October
9, 2018, between such entity and Government Capital Corporation.
Name Title
Jim Proce City Manager
IN WITNESS WHEREOF, I
certificate and affixed the seal of such entity hereto this day of
By Lessee:
Carrie Smith, City Secretary
Lessee certifies that property and IA+lhilityllilii urance, if applicable, have been secured in accordance with the Agreement and such
coverage will be maintained in full force for the term of the Agreement. "Lessor or its Assigns" should be designated as loss payee
until Lessee is notified, in writing, to substitute a new loss payee. The following information is provided about insurance —
(PLEASE FILL IN THE INFORMATION BELOW)
INSURANCE COMPANY/AGENT'S NAME:
INSURANCE COMPANY ADDRESS:
INSURANCE AGENT'S EMAIL ADDRESS:
PHONE NUMBER:
POLICY NUMBER:
I, Jim Proce, City Manager, of City of Anna ("Lessee"), hereby certify that the Equipment, to be leased to the undersigned under the
certain Lease Agreement, dated as of October 9, 2018, between such entity and Government Capital Corporation ("Lessor"), will be
used by the undersigned Lessee for the following purpose:
(PLEASE FILL OUT PRIMARY USE BELOW)
PRIMARY USE --
The undersigned hereby represents that the use of the Equipment is essential to its proper, efficient and economic operation.
IN WITNESS WHEREOF, I have set my hand this
r.IIF[:a
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 8
[to be retyped on letterhead of lessee's counsel]
City of Anna
111 North Powell Parkway
Anna, TX 75409
Government Capital Corporation
345 Miron Drive
Southlake, TX 76092
Re: Municipal Lease -Purchase Agreement dated as of October 9, 2018, by and between Government Capital
Corporation and City of Anna
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the Municipal Lease -Purchase Agreement described above (the Lease) and
various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and the Exhibits
attached thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that:
1. Lessee is a political subdivision or agency of the State of Texas, duly organized, existing and operating under the
Constitution and laws of the State.
2. Lessee is authorized and has power under applicable law to enter into the Lease, and to carry out its obligations
thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee, and is a valid and
binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting
remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors'
rights.
4. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordance with all applicable open meeting, public bidding and all other laws, rules
and regulations of the State.
5. The execution of the Lease and the appropriation of moneys to pay the Lease Payments coming due thereunder do not
result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness
which may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or
governmental body, that challenges the organization or existence of Lessee; the authority of Lessee or its officers or its employees to
enter into the Lease; the proper authorization, approval and/or execution of the Lease, Exhibits thereto and other documents
contemplated thereby; the appropriation of moneys to make Lease Payments under the Lease for the current fiscal year of Lessee;
or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby.
7. Resolution No. of the governing body of Lessee, was duly and validly adopted by such governing body on
, 20, and such resolution has not been amended or repealed and remains in full force and effect.
This opinion may be relied upon by any entity to which Lessor has assigned the right to receive Lease Payments under the
Lease, to the same extent as if this opinion were addressed to such entity.
Dated: , 20_.
Very truly yours,
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 9
RESOLUTION
A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF FINANCING A "FIRE
APPARATUS';
WHEREAS, City of Anna desires to enter into that certain Lease -Purchase Agreement No. 8382, by and
between City of Anna and Government Capital Corporation, for the purpose of financing a "Fire
Apparatus': The City desires to designate Jim Proce, City Manager, as an authorized signer of the
Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF THE CITY OF ANNA:
Section 1. That the City enters into a Lease Purchase Agreement with Government Capital
Corporation for the purpose of financing a "Fire Apparatus':
Section 2. That the City of Anna will designate Jim Proce, City Manager or his designee, as an
authorized signer of the Lease Purchase Agreement Number 8382 dated as of October 9, 2018, by and
between the City of Anna and GCC as well as any other ancillary exhibit, certificate, or documentation
needed for the Agreement.
Section 3. That should the need arise, if applicable, the City will use finance agreement
proceeds for reimbursement of expenditures related to the Property, within the meaning of Treasury
Regulation § 1.150-2, as promulgated under the Internal Revenue Code of 1986, as amended.
PASSED AND APPROVED by the Board of the City of Anna in a meeting held on the day of
ob , 2018.
Lessee: City of Anna Witness Signature
Nate Pike, Mayor
Carrie Smith, City Secretary
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 10
ESCROW AGREEMENT
MUNICIPAL LEASE -PURCHASE AGREEMENT No.8382 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Anna
TAX ID #75-1680420 Dated as of October 9, 2018
THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of October 9, 2018 ("Agreement Date"), by and among
Government Capital Corporation ("Lessor"), City of Anna ("Lessee") and ("Agent").
WITNESSETH:
WHEREAS, Lessor and Lessee have entered into a certain Municipal Lease -Purchase Agreement dated as of October 9, 2018 (the
"Lease"), pursuant to which the property more particularly described therein (the "Property") will be leased to the Lessee under the terms
stated in the Lease;
WHEREAS, Lessor and Lessee desire to make funding arrangements for the acquisition of the Property, and Agent agrees to serve as
escrow agent for such funding and acquisition;
NOW THEREFORE, in consideration of the mutual agreements and covenant herein contained and for other valuable consideration,
the parties hereby agree as follows:
1. Agent shall undertake the duties and obligations of escrow agent as set forth in this Agreement. Agent shall not be deemed to be a party
to the Lease.
2. Lessor has delivered to Agent the sum of $485,068.00 ("Escrow Amount") for deposit by Agent in the City of Anna Escrow Account (the
"Fund"). The Fund will be administered by Agent pursuant to the terms of this Agreement.
3. Deposits in the Fund shall be used to pay for the acquisition of the Property. The Property may be acquired as individual items or as
groups of items. Agent shall make disbursements from the Fund in payment for the acquisition of each item or group of items of the Property
promptly upon receipt of a properly executed Escrow Disbursement Request Form, in the form attached hereto as "Schedule 1", for that
portion of the acquisition of the Property for which payment is requested. Upon full acquisition of an item or group of items of the Property,
any remaining cost of such item or group of items shall be disbursed promptly by the Agent upon receipt of a properly executed Acceptance
Certificate and a corresponding Escrow Disbursement Request Form in the form attached hereto as "Schedule 1", for that portion of the
Property for which payment is requested. Payment by Agent shall be to the payee shown on the Escrow Disbursement Request Form.
4. Agent will invest the Fund, as specified by GCC, in general obligations of the United States or in obligations fully insured by the United
States or in certificates of deposit of a bank which is either fully insured by an agency of the federal government or fully collateralized by such
federal or federally guaranteed obligations, or in no-load money market mutual funds registered with and regulated by the Securities and
Exchange Commission that includes in their investment objectives the maintenance of a stable net asset value of $1 for each share, or Money
Market Mutual Funds registered under the Investment Act of 1940. Agent will retain in the Fund all earnings from investment of the Fund until
termination of the Fund pursuant to Section 5 hereof. Agent will be entitled to sell or redeem any such investments as necessary to make
any distributions required under this Agreement and shall not be liable for any loss resulting from such sale or redemption. In the absence of
written investment direction from the GCC, the Agent shall invest and reinvest the amounts in the Fund in Money Market Mutual Funds
registered under the Investment Act of 1940.
5. Upon execution of one or more Acceptance Certificates by Issuer and payment of acquisition costs by Agent for all the Property (as
confirmed in writing by the GCC to the Escrow Agent), this Agreement and the Funds shall terminate, and Agent shall transfer to GCC all
remaining sums in the Fund. If not terminated earlier, this Agreement and the Fund shall terminate on June 30, 2019 ("Termination Date").
In this latter event, interest accrued pursuant to investment of the Fund under the terms of Section 4 hereof and all remaining principal in the
Fund shall be transferred by Agent to GCC; Exhibit "A" attached to the Contract shall thereupon be revised to delete any non -acquired
portions of the Property and to substitute an amended amortization payment schedule to reflect the reduced acquisition costs.
6. GCC and Issuer may by written agreement between themselves remove the Agent, at any time and for any reason, and appoint a
successor escrow agent. Such removal shall not be effective until thirty (30) days after written notice thereof to Agent.
7. Agent may at any time and for any reason resign as escrow agent by giving written notice to Lessor and Lessee of its intention to resign
and of the proposed date of resignation, which date shall be not less than thirty (30) days after giving Lessee and Lessor written notice of
intent to resign, nor less than thirty (30) days after being appointed by Lessor and Lessee. Upon the effective date of any resignation, the
Escrow Agent shall deliver all cash and other property in the Fund to a successor escrow agent designated by Lessor, and if no successor has
been appointed, shall deliver all such cash and other property to the Lessor and all obligations of the Escrow Agent shall cease.
8. Agent shall have no obligation under the terms of this Agreement to make any disbursement except from the Fund. Agent makes no
warranties or representations as to the Property or as to performance of the obligations of Lessor or Lessee under this Agreement or the
Lease.
9. Agent shall be entitled to rely in good faith upon any documents signed by a party hereto and shall have no duty to investigate the
veracity of such documents. Agent (i) may assume that any person giving notice pursuant to the terms hereof is authorized to do so and (ii)
shall not be liable for good faith reliance thereon. Agent may consult with legal counsel in the event of any dispute or question as to the
construction of any of the provisions hereof or its duties hereunder, and, to the extent it acts in good faith without gross negligence or willful
misconduct, it shall be fully protected in acting in accordance with the opinion or instructions of such counsel. The Agent shall not be liable
for any act done or step taken or omitted by it or any mistake of fact or law, except for its gross negligence or willful misconduct. The Lessor
and Lessee jointly and severally agree to indemnify and save Agent harmless from all losses, costs, liabilities, actual damages, fees and
expenses (including, but not limited to, reasonable attorney's fees and expenses) suffered or incurred by Agent arising from the performance
of its obligations under this Agreement ("Ad "), except such Acts as arise from or attributable to the gross negligence or willful misconduct of
Agent.
10. To the limited extent required to perfect the security interest granted by Lessee to Lessor in the cash and negotiable instrument from time
to time comprising the Fund, Lessor hereby appoints the Agent as its security agent, and the Agent hereby accepts the appointment as
security agent, and agrees to hold physical possession of such cash negotiable instruments on behalf of Lessor.
11. This Agreement may be amended by written agreement executed by all the parties.
12. This Agreement may be executed in several counterparts, each of which shall be an original. The parties hereto agree the transactions
described herein may be conducted and related documents may be stored by electronic means.
13. Agent shall be entitled to fees and expenses for its regular services as Agent as set forth in its fee letter delivered to the Lessor and
Lessee. Additionally, Agent is entitled to fees for extraordinary services and reimbursement of any out of pocket and extraordinary costs and
expenses, including, but not limited to, attorneys' fees. Agent shall have a first lien upon all amounts in the Fund for the purposes of paying
its fees and expenses. All of the Escrow Agent's compensation, costs and expenses shall be paid by the Lessee unless agreed to by Lessor.
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 11
14. In the event of any disagreement between the undersigned or or any other person, resulting in adverse claims and demands being made
on the Fund, the Agent shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and in so
refusing to make any delivery or other disposition of any money, papers or property involved or affected hereby, the Agent shall not be or
become liable to the undersigned for its refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to
refuse and refrain to act until: (a) the rights of the adverse claimants shall have been fully and finally adjudicated in a Court assuming and
having jurisdiction of the parties and money, papers and property involved herein or affected hereby, or (b) all differences shall have been
adjusted by agreement and the Agent shall have been notified thereof in writing, signed by all the interested parties.
15. The parties hereto agree that, for tax reporting purposes, all interest or other income, if any, attributable to the Escrowed Funds or any
other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Lessor for credit to Lessee subject to
the terms of this Agreement. The Lessor and Lessee agree to provide the Escrow Agent completed Forms W-9 (or Forms W-8, in the case of
non-U.S. persons) and other forms and documents that the Escrow Agent may reasonably request (collectively, "Tax Reporting
Documentation") at the time of execution of this Agreement and any information reasonably requested by the Escrow Agent to comply with
the USA Patriot Act of 2001, as amended from time to time. The parties hereto understand that if such Tax Reporting Documentation is not so
certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code, as it may be amended from time to time, to
withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant
to this Escrow Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
LESSOR: Government Capital Corporation
BY:
Authorized Signer
LESSEE: City of Anna
BY:
Jim Proce, City Manager
AGENT:
BY:
Agent Rep, Agent Rep Title
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 12
Escrow Disbursement Request Form — Instruction Sheet
* * * THE FOLLOWING FORM IS TO PAY YOUR
VENDOR FROM THE ESCROW ACCOUNT***
To process the payment to your Vendor, please make sure to:
1) Print or make copies of the blank Escrow Disbursement Request Form if there are multiple
disbursements.
2) Complete an Escrow Disbursement Request Form for each Vendor.
3) Attach a copy of your Vendor's Invoice(s).
4) Have the Authorized Signer sign the Disbursement Form in BOTH places as well as date the form at the
bottom.
5) You can fax or e-mail the Disbursement Form to start/begin the disbursement process.
WHEN YOU ARE READY TO PAY YOUR VENDOR, PLEASE FOLLOW THE ABOVE PROCEDURES,
AND SEND FORMS TO:
Government Capital Corporation
Attn.: Doc. Dept.
345 Miron Drive
Southlake, TX 76092
Phone: 817-421-5400
Fax: 817-251-3208
docde t a ovca .com
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 13
ESCROW AGREEMENT - SCHEDULE 1
MUNICIPAL LEASE -PURCHASE AGREEMENT No.8382 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Anna
dated as of October 9, 2018
ESCROW DISBURSEMENT REQUEST FORM
acting as escrow agent (the "Agent") under the Escrow Agreement
dated as of October 9, 2018 (Escrow Date), by and among the Agent, Government Capital Corporation as Lessor and City of Anna as
Lessee, is hereby requested to pay to the person or corporation designated below as Payee the sum set forth below in payment of
the acquisition and installation costs of the property described below. The amount shown below is due and payable under the invoice
of Payee with respect to the described property and has not formed the basis of any prior request for payment.
PAYEE: (Include W-9)
AMOUNT:
DESCRIPTION OF PROPERTY:
INVOICE # DATED:
Indicate Method for Payment Disbursement:
Overnight Check *** Regular Mail Check Wire Funds
Mailing Address:
Lessee: City
By:
Jim Proce,
Wire Instructions:
(***Please no t there might be a fee charged for overnight delivery. This fee will be
deducte from he Escrow Balance before disbursement is made.)
Lessor: Ooornment Capital Corporation
Bv: +'
Authorized Signer
ACCEPTANCE CERTIFICATE
City of Anna as Lessee under that certain Municipal Lease -Purchase Agreement dated as of October 9, 2018 ("Agreement Date") (the
"Lease"), hereby acknowledges receipt in good condition of all the property described on the attached Vendor Invoice(s), hereby
accepts such property, and hereby certifies that Lessor has fully and satisfactorily performed all covenants and conditions to be
performed by it under the Lease with regard to such property, that such property is fully insured in accordance with Section 10 of the
Lease and that such property constitutes all or a portion of the Property as that term as defined in the Lease.
Date: tr�(`�Cbe r `1 , 2018.
Lessee:
Proce, City
For Lessee: City of Anna
TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 14
W=9
Request for Taxpayer
Form
(Rev. November 2017)
Identification Number and Certification
Give Form to the
requester. Do not
Department of the Treasury
Internal Revenue Service
► Go to www.irs gov/FormW9 for instructions and the latest information.
send to the IRS.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
following seven boxes.
certain entities, not individuals; see
n.
o
❑ Individual/sole proprietor or Corporation
❑ C Co ❑ S Corporation El ❑ Trust/estate
instructions on page 3):
to
di c
single -member LLC
Exempt payee code (if any)
�+'�
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
`p
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
a Urn
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
code (it any)
w
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
d❑
Other (see instructions) ►
(Applies to accounts maintained outside the U-S)
5 Address (number, street, and apt. or suite no.) See instructions.
Requester's name and address (optional
6 City, state, and ZIP code
7 List account number(s) here (optional)
MWAMINIII i axpayer wenTITIcazion Numper (f IN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a TU T
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer idet tification number
Number To Give the Requester for guidelines on whose number to enter. F_7_7
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (f any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Signature of
Here I U.S. person ►
Date ►
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/F6rmW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 11-2017)
Form 8038-G
(Rev. September 2011)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e) OMB No.1545-0720
► See separate instructions.
Caution: It the issue price is under $100,000, use Form 8038-GC.
EM-PIM Pm nriinn otrthnrity If Amended Return, check here ► LJ
1 Issuer's name
2 Issuer's employer identification number (EIN)
City of Anna
75-1680420
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
Dana Thornhill, Finance Director
214-831-5371
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)
P.O. Box 776
3
6 City, town, or post office, state, and ZIP code
7 Date of issue
Anna, TX 75409
October 17, 2018
8 Name of issue
9 CUSIP number
Texas Municipal Lease Purchase Agreement No.8382
None
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
Jim Proce, City Manager
214-831-5371
Type of issue (enter the issue price). See the instructions and attach schedule.
11
12
13
14
15
16
17
18
Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe ►
11
12
13
14
$485,068
00
15
16
17
18
19
20
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 . . . . . . . . ►
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
a Yield
( )
21
11/15/2027
$ 485,068.00
N/A
5.647 Vears
3.86 %
Uses of Proceeds of Bond Issue (including underwriters' discount)
22
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
22
NIA
23
$485,068
00
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 NIA
25
Proceeds used for credit enhancement . . . . . . . 25 N/A
26
Proceeds allocated to reasonably required reserve or replacement fund 26 N/A
27
Proceeds used to currently refund prior issues . . . . . . . . . 27 N/A
28
Proceeds used to advance refund prior issues . . . . . . . . . 28 N/A
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .
29
N/A
30
$485,068
00
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . .
Description of Refunded Bonds. Complete this part only for refunding bonds.
31
Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ►
NIA years
32
Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ►
N/A years
33
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ►
N/A
34
Enter the dates) 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
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) . . . . . . . . . . . 36a
b
Enter the final maturity date of the GIC ►
c
Enter the name of the GIC provider ►
37
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
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 ►
c
Enter the EIN of the issuer of the master pool obligation ►
d
Enter the name of the issuer of the master pool obligation ►
39
If the issuer has designated the issue under section 265(b)(3)(B)(i)(Ill) (small issuer exception), check box . . . . ►
❑
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 Po-
d
Term of hedge ►
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 . . . . . . . . ►
❑
44
If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ►
❑
45a
If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . lo-
b
Enter the date the official intent was adopted ►
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 process this return, to the person that I have authorized above.
Consent Jim Proce, City Manager
' Signature of issuer's authorized representative Date ' Type or print name and title
Paid Printfrype preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer I self-employed
Use Only Firm's name ► Firm's EIN 0-
Firm's address ► Phone no.
Form 8038-G (Rev. 9-2011)