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Res 2023-01-1352 Lease Purchase Agreement for Servers & Related Equipment
CITY OF ANNA RESOLUTION NO. ;20;Z3— 01 - 135-2- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF FINANCING "SERVERS" WITH GOVERNMENT CAPITAL CORPORATION IN THE AMOUNT OF $250,000 FOR A PERIOD OF FIVE (5) YEARS AT AN INTEREST RATE OF 4.90% AND AUTHORIZE THE CITY MANAGER TO SIGN THE AGREEMENT. WHEREAS, City of Anna desires to enter into that certain Lease -Purchase Agreement by and between City of Anna and Government Capital Corporation (GCC), for the purpose of financing a "Servers". The City desires to designate the City Manager as an authorized signer of the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL 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 "Servers". Section 2. That the City of Anna will designate the City Manager or his designee, as an authorized signer ofthe Lease Purchase Agreement 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 24w day of January, 2023 GOVERNMENT CAPITAL January 13, 2023 Mr. Alan Guard Anna City Hall 214-831-5371 aguard@annatexas.gov Dear Mr. Guard, Thank you for the opportunity to present proposed financing for Anna City Hall. I am submitting for your review the following proposed structure: ISSUER: FINANCING STRUCTURE: EQUIPMENT COST: TERM: INTEREST RATE: PAYMENT AMOUNT: PAYMENTS BEGINNING: City of Anna, Texas Tax Exempt Structure w/ $1.00 purchase $ 250,000 5 Annual Payments 4.90% $ 58,167.82 One year from signing, annually thereafter Financing for these projects would be simple, fast and easy due to the fact that: ✓ We have an existing relationship with you and have your financial statements on file, expediting the process. Please keep in mind we may also need current year statements. ✓ We can provide familiar documentation for your legal counsel. The above payment amount includes all applicable fees expressed as 0,01, These costs can include documentation fees, legal fees, issuance expenses, etc. The above proposal is subject to audit analysis, assumes bank qualification and mutually acceptable documentation. The terms outlined herein are based on current markets. Upon credit approval, rates may be locked for up to thirty (30) days. If funding does not occur within this time period, rates will be indexed to markets at such time. Our finance programs are Flexible and as always, my job is to make sure you have the best possible experience every time you interact with our brand. We're always open to feedback on how to make your experience better. If you have any questions regarding other payment terms, frequencies or conditions, please do not hesitate to call. With Best Regards, S"ha v&Catx* Stephanie Cates SVP Client Services Main: 817-421-5400 The vansactiun described herein it an arm's /eng1L, cammemiaf bansactian between you and Government Capital Corporation. The tenor of the proposed�nancing are being provided solely in response to your specific inquiry andfor your professional consideration. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT [Now 10215 DATED February 3, 2023 CITY OF ANNA 345 Miron Drive Southiake, TX 76092 800.883.1199 www.govcap.com TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT THIS TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT 1M0.1021s (hereafter referred to as "Agreement") dated as of February 3, 2023, 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"). WITNESSETH9 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. I3. 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. ion 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 such risks. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ —Page 2 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 (1) the costs of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (including but not limited to reasonable attorneys' fees), (H) 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: (1) 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; (H) 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 Property to Lessor or Lessor repossesses the Property. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ - Page 3 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. IBM 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. (1) 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) Pursuant to Texas Government Code Chapter 2271, as amended, if this Agreement is valued at $100,000 or more and if we have at least ten (10) full time employees, then we, by its execution of this Agreement represent and warrant to the Lessee that GCC does not boycott Israel and will not boycott Israel during the term of this Agreement. (m) 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. (n) Pursuant to Texas Government Code Chapters 2274 and 809, if this Agreement is valued at $100,000 or more and if we have at least ten (10) full-time employees, then we represent and warrant to the Lessee that GCC does not boycott energy companies and will not boycott energy companies during the term of this Agreement. (o) Pursuant to Texas Government Code Chapter 2274, if this Agreement is valued at $100,000 or more and if we have at least ten (10) full-time employees, then we represent and warrant to the Lessee that GCC does not discriminate against firearm entities or firearm trade associations and will not discriminate against firearm entities or firearm trade associations during the term of this Agreement. (p) GCC verifies and affirms that it is not a foreign terrorist organization as identified on the list prepared and maintained by the Texas Comptroller of Public Accounts. If we have misrepresented its inclusion on the Comptroller's list such omission or misrepresentation will void this Agreement. [Signature page follows] TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ -Page 5 IN WITNESS WHEREOF, the parties A U have executed this Agreement as of the Eday of uin the year 2023. J Lessor: Government r Authorized Signature 345 Miron Dr. Southlake, TX 76092 City of Anna Keith Miller chief Administrative Officer i Henderson, Interim City Manager W. 7th Street i, TX 75409 Witness Signature.A)U.41U) Print Name; 111� W ► U�i/� Print Title: `ban Q� A ^`1 1,�`( ^ 1 Witness Signature: ��_� Q . 4 Print Name: Print Title:,�t�,r �r TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ -Page 6 EXHIBIT A DESCRIPTION OF PROPERTY TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.10215 (THE "AGREEMENT") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Anna dated as of February 3, 2023 QTY DESCRIPTION Servers, Software, and Related Technology Equipment as follows: Five (5) Dell CTO PE R650 2X6326 256GB PS Two (2) Dell CTO PV TL1000 lU Two (2) Dell CTO HBA355E Adapter LP FH Two (2) Dell CTO SFP + TO SFP + lOG TWINAX 3M Two (2) Veeam Backup Essentials Universe License Two (2) Dell CTO Unity 380E All -Flash DPE DS Two (2) Tripp Lite 5M lOGb 100Gb Duplex Multimode 50 125 OM4 Sixteen (16) Tripp Lite Cisco SFP-IOG-SR-S Compatible SFP +Transceiver 10GBase LC SMF Twenty (20) Tripp Lite 5M lOGb 100Gb Duplex Multimode 50 125 OM4 Fiber Cable LC LC Aqua Twenty (20) Tripp Lite Cisco SFP-IOG-SR-S Compatible SFP +Transceiver 10GBase LC SMF Ten (10) Dell CTO LTO 9 Tape Media iPk PROPERTY LOCATION: 120 W. 7th Street Anna, TX 75409 TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ -Page 7 EXHIBIT B » SCHEDULE OF PAYMENTS & OPTION TO PURCHASE PRICE << TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.10215 (THE "AGREEMENT") BY AND BETWEEN Lessor: Government Capital Corporation and Lessee: City of Anna Schedule dated as of February 28, 2023 PMT NO. 1 2 3 4 5 PMT DATE MO. DAY YR 2/28/2024 2/28/2025 2/28/2026 2/28/2027 2/28/2028 Grand Totals TOTAL PAYMENT $57,584.17 $57,584.17 $57,584.17 $57,584.17 $57,584917 $287,920.85 INTEREST PAID $12,250.00 $10,028.63 $7,698.40 $51254.00 $2,689.82 $37,920.85 PRINCIPAL PAID $45, 334.17 $471555.54 $49,885.77 $52,330.17 $54;894.35 $250,000800 Interest Rate:4.90% OPTION TO PURCHASE after r)mt on this line N/A N/A $1081144.12 $55,210.15 $1.00 TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ -Page 8 INCUMBENCY, INSURANCE, AND ESSENTIAL USE CERTIFICATES TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.10215 (THE "AGREEMENT") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Anna dated as of February 3, 2023 I, Carrie Land, 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 (1) 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 February 3, 2023, between such entity and Government Capital Corporation. Name Title Signature Ryan Henderson IN W TN SS WHEREOF, I have duly 2023 Interim City Manager rtificate By Lessee: /] ? Tsxas Carrie Land, City Secretary Lessee certifies that property and li � *i pplicable, have been secured in accordance with the Agreement andsuch coverage will be maintained in full forc 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: a i�1. � I YGS S � +� ( � lrD , O �c1 PHONE NUMBER: 1 �3� POLICY NUMBER: �{ I, Ryan Henderson, Interim 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 February 3, 2023, 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) The undersigned hereby represents that the use of the Equipment is essential to its proper, efficient and economic operation. f7 IN WITNESS WHEREOF, I have set my hand this / -f /L day of , 2023. By Lgpsee: Henderson, Interim City Manager Lessee: City of Anna TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ —Page 9 WOLFS, IIDWELL & MCCOY, LLP ATTORNEYS N COUNSELORS DALLAS � FRISCO � SHERMAN Government Capital Corporation 345 Miron Drive Southlake, TX 76092 FRISCO 2591 DALLAS PARKWAY, SUITE 300 FRISCO, TEXAS 75034 Tel 972.712.3530 Fax 972.712,3540 February 3, 2023 www.wtmlaw.net WRITERS EMAIL -cmccoyOwtmlaw.net Re: Municipal Lease -Purchase Agreement dated as of February 3, 2023, 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 of the State of Texas, duly organized, existing and operating under t he Constitution and laws of the State. 2. Lessee is authorized and has power under applicable law to enter into the Lease, and to cGil ry 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, suitor proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of WOLFS, TIDWELL & MCCOY, LLP Government Capital Corporation February 3, 2023 Page 2 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 January 24, 2023, 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: February 3, 2023. Very truly yours, D*C 0) Clark McCoy City Attorney City of Anna, Texas ESCROW AGREEMENT MUNICIPAL LEASE -PURCHASE AGREEMENT No.10215 (THE "AGREEMENT") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Anna TAX ID #75-1680420 Dated as of February 3, 2023 THIS ESCROW AGREEMENT (the "Agreement") Is made and entered Into as of February 3, 2023 ("Agreement Date"), by and among Government Capital Corporation ("Lessor"), City of Anna ("Lessee") and BOKF, N.A. ("Agent"). WITNESSETH: WHEREAS, Lessor and Lessee have entered Into a certain Municipal Lease -Purchase Agreement dated as of February 3, 2023 (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 obllgatlons of escrow agent asset 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 $250,000.00 ("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 Lessor, 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 Lessor, 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 Lessee and payment of acquisition costs by Agent for all the Property (as confirmed in writing by the Lessor to the Escrow Agent), this Agreement and the Funds shall terminate, and Agent shall transfer to Lessor all remaining sums in the Fund. If not terminated earlier, this Agreement and the Fund shall terminate on February 28, 2024 ("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 Lessor; Exhibit "A" attached to the Contract shall thereupon be revised to delete any non-acqulred portions of the Property and to substitute an amended amortization payment schedule to reflect the reduced acquisition costs. 6. Lessor and Lessee 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 (1) 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 ("Act"), 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. Lessor may assign Its rights and/or obligations at any time with written notice thereof to the other parties hereto. 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. Lessor may assign Its rights and/or obligations at any time with prior written notice thereof to the other parties hereto. Escrow Agent is hereby notified that Lessor has assigned all of Its right, title, and Interest In and to, but not Its obligations under, the Escrow Agreement to Santander Bank, N.A. ("Assignee"), Including, in particular, but without limitation, Lessor's security Interest In the Escrow Fund and Lessor's right to approve all payment requests submitted by Lessee. The Escrow Agent shall be protected In relying upon any written Instruction provided by Assignee. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT NBQ —Page 12 14. In the event of any disagreement between the Undersigned 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 shalt not be or become liable to the Undersigned for 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 notifled thereof In writing, signed by all the Interested parties, Igo 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 200i, as amended from time;to. time. The partles hereto understand that If such Tax Reporting Documentation Is not so.certifled'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 monlqs or other property held by the Escrow Agent pursuant to this Escrow Agreement, IN WITNESS WHEREOF, the parties have LESSOR: Government Capital BY: G..� Authorized Signer LESSEE: City of g/�na AGENT: BY: Agent y�e,(nent as of the date first written above, Keith Miller Chief Administrative Officer City Manager Rachel Roy, Asst. Vice -President TEXAS MUfV[CipAL LEASE -PURCHASE AGREEMENT NBQ -Page 13 CITY OF ANNA RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF FINANCING "SERVERS" WITH GOVERNMENT CAPITAL CORPORATION IN THE AMOUNT OF $250,000 FOR A PERIOD OF FIVE (5) YEARS AT AN INTEREST RATE OF 4.90% AND AUTHORIZE THE CITY MANAGER TO SIGN THE AGREEMENT. WHEREAS, City of Anna desires to enter into that certain Lease -Purchase Agreement by and between City of Anna and Government Capital Corporation (GCC), for the purpose of financing a "Servers". The City desires to designate the City Manager as an authorized signer of the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL 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 "Servers". Section 2. That the City of Anna will designate the City Manager or his designee, as an authorized signer of the Lease Purchase Agreement 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 24'h day of January, 2023. Form 8038=G (Rev. October 2021) Department of the Treasury Internal Revenue Service Information Return for Tax=Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) ►See separate instructions. Caution: If the Issue price is under $100,000, use Form 8038-GC. ► Go to www.irs.gov/F80380 for instructions and the latest information. OMB No. 1545-0047 Reporting Autnorlty Check box If Amended Return ► 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 Alan Guard 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) PO Box 776 13 MIN 6 City, town, or post office, state, and ZIP code 7 Date of issue Anna TX 75409 February 28 2023 8 Name of issue 9 CUSIP number Texas Municipal Lease Purchase Agreement No. 10215 None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other employee shown on 10a Ryan Henderson Interim CitV 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 19a b Education . Health and hospital Transportation Public safety . Environment (including sewage bonds) Housing Utilities Other. Describe ► Servers, Software, and Related Technology Equipment If bonds are TANS or RANs, check only box 19a ► If bonds are BANS, check only box 19b . . 9 If bonds are in the form of a lease or Installment sale check box ► ❑ El20 ❑✓ 11 12 13 14 15 16 17 18 $250 000.00 Eu m Description of Bonds. 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 maturityrs (e) Yield 21 02/2812028 $ 250 000.00 $ N/A 3.095 yea 4.905 % Uses of Proceeds of Bond Issue (including underwriters' discount) 22 23 24 25 26 27 28 29 30 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 21, column (b)) Proceeds used for bond issuance costs (including underwriters' discount) 24 Proceeds used for credit enhancement 25 Proceeds allocated to reasonably required reserve or replacement fund 26 Proceeds used to refund prior tax-exempt bonds. Complete Part V . 27 Proceeds used to refund prior taxable bonds. Complete Part V 28 Total (add lines 24 through 28) Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . N/A N/A N/A N/A NIA 22 $250 000.00 23 N/A N/A 29 30 $250 000.00 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded ► years 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. 10-2021) Form D038.O (Rev,10-2021► 35 Enter the amount of the slate 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 (GIG). See Instructions . . . . . . . . . . . . . . . . . . . . . 36a 7777 b Enter the final maturity date of the GIC ► (MM/DD/YYYY) c Enter the name of the GIG 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 bond ► (MM/DD/YYYY) c Enter the EIN of the Issuer of the master pool bond ► d Enter the name of the Issuer of the master pool bond ► 39 If the issuer has designated the Issue under section 265(b)(3)(13)(1)(II1) (small Issuer exception), check box ► ❑ 40 If the Issuer has elected to pay a penalty In lieu of arbitrage rebate, check box ► ❑ 41 a If the issuer has Identified a hedge, check here ► ❑ and enter the following Information: b Name of hedge provlder► c Type of hedge ► 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 nonqualifled 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 . . . . . . . . . . . . . . ► b Enter the date the official Intent was adopted ► (MM/DD/YYYY) Under penaltles of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge .na#ure and belief, they are Irue, correct, and complete. I further declare that I consent to the IRS's fDsclosure of the Issuer's return Informallon, as necessary to c31 g process tWIolhe,son that I have authorized above. and Consent Ryan Henderson, Interim City Manager 31gnoorized representailve Pate 'type or print name and title Paid Pdnt/Type preparer's name Preparer's signature Date Check ❑ If PTIN self-employed Preparer Use Only Flrm's name ► Flrm's EIN ► Firm's sddress ► Phone no. Fom, 8038-G (Rev. iow=i) Form W'9 Request for Taxpayer Give Form to the (Rev, October 2016) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ► Go to www.irs.gov/FormW9 for Instructions and the latest Information. i Namg(as shown on your Income tax return). Name Is required on this line; do not leave this line blank. 2 Business na a/disregarded entity name, If different from above 13 Check appropriate box for federal lax classiflcation of the person whose name Is entered on line Is Check only one of the A Exemptions (codes apply only to following seven boxes, certain entitles, not Individuals; see Instructions on page 3): o ❑ Indlvidual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ TrusVestale ai o afng[e-member LLC Exempt payee code (If any} © Limped [(ability company, Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► o 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 aingle•member LLC that Is disregarded from the owner unless the owner of the LLC Is code (if any} cf another LLC that Is not disregarded from the owner for U,S, federal tax purposes. Otherwise, a single -member LLC that Is disregarded from the owner should check the appr pd to box for the lax classification of Its owner, other (see lnslruotlons)► 1gH4.1 �jVvt (Apple• toaccowtamahfahedoutddefhoUS.J 6 Address (number, street, and apt. or suite no.) See Instructions, Requester's name and address (optional) 0 City state, and ZIP code �!rLtoi 7 Ust account numbers) here (optlonaq Taxpayer Identification Number TIN 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, sole For individuals, this d generally your social security number , later. However, fora _ M _ resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entitles, It Is your employer Identification number (EIN). If you do not have a number, see How to get a TIN, later. or Note: I(the account Is In more than one name, see the instructions for line 1. Also see What Name and I Employer identificallon number Number To Glve the Requester for guidelines on whose number to enter. FiT �1 1 WSayao Under penaitles of perjury, I certify that: 1. The number shown on this form la my correct taxpayer Identification number (or I am welting for a number to be Issued to me); and 2. I 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 A. The FATCA code(s) entered on this form (if any) Indicating that I am exempt from FATCA reporting Is correct. Certification Instructions. You must arose out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have fatted to report all Interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage Interest pald, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other then Interest and dividends, you are not required to sign the cerllfloation, but you must provide your correct TIN. See the Instructions for Part 11, later, As veyrr k Signature of Here I U.S. person ► Data ► D;L/ 0 9 General Instructions •Form 1099-DIV (dividends, Including those from stocks or mutual funds) 3eclion references are io the Internal Revenue Code unless oiherwiae •Form 1099-MISC (various types of Income, prizes, awards, or gross noted. proceeds) Future developments. For the latest Information about developments • Form 1099-13 (stock or mutual fund sales and certain other related to Form W-9 and its instructions, such as legislation enacted transactions by brokers) after they were published, go to www.1rs.gov/FormW9. • Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-1< (merchant card and third party network transactions) An Individual or entity (Form W-g requester) who Is required to file an • Form 1098 (home mortgage Interest), 1098-E (student loan Interest), Information return with the IRS must obtain your correct taxpayer 1098-T (tuition) Identification number (TIN) which may be your social security number • Form 1099-C (canceled debt) (SSN), Individual taxpayer Identification number (]TIN), adoption • Fortn 1099-A (acquisition or abandonment of secured properly) taxpayer Identification number (ATIN), or employer Identification number (EIN), to report on an information return the amount paid to you, or other Use Form W-9 only If you are a U.S. person (Including a resident amount reportable on an Information return. Examples of Information allen), to provide your correct TIN. returns Include, but are not limited to, the following. if you do not return Form W-9 to the requester with a TiN, you might • Form 1099-INT Qnterest earned or paid) be subject to backup withholding. See What Is backup withholding, later. Cat. Nos 10231X Form WP9 (Rev.10-20M)