07-12-12-Resolution-Lease Purchase Government Capital Corporation No 5938-07/02/2012 RESOLUTION # 12 b fI `)a - 0-
A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF PROCURING
"VARIOUS VEHICLES".
WHEREAS, City of Sanger desires to enter into that certain Lease-Purchase Agreement Number 5938, by
and between City of Sanger and Government Capital Corporation, for the purpose of procuring "Various
Vehicles". The City desires to designate this Agreement as a "qualified tax exempt obligation" of the City
for the purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. The City
desires to designate Mike Brice, City Manager, as an authorized signer of the Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF THE CITY OF SANGER:
Section 1. That the City enters into a Lease Purchase Agreement with Government Capital
Corporation for the purpose of procuring "Various Vehicles".
Section 2. That the Lease Purchase Agreement dated as of July 2, 2012, by and between the
City and Government Capital Corporation is designated by the City of Sanger as a "qualified tax exempt
obligation" for the purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended.
Section 3. That the City of Sanger designates Mike Brice, City Manager, as an authorized signer
of the Lease Purchase Agreement Number 5938 by and between the City of Sanger and Government
Capital Corporation.
PASSED AND APPROVED by the Board of the City of Sanger in a meeting held on the 2"d day of July, 2012.
Lessee: City of Sanger oondluli!eiy)litness Signature
Thomas Muir, Mayor Taber, City Secretary
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TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT- Page 11
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Letter Cif Confirmation
To Whom It May Concern:
July (2, 2012
This letter is to confirm that Blanchat Mfg., Inc. has been awarded the BID to build a
FIRE APPARATUS for BANGED VOLUNTEER FIRE
This will allow Blanchat Mfg., Inc. to begin the process of ordering any
equipment necessary for the production of the t ;h�v>8 I ICE/BI-IJ 11-Ill PUMPO" FIRE
BED APPARATUS. By signing this Letter of Confirmation and initialing each page of
the , you are stating that you have reviewed what Blanchat Mfg., Inc.
has on file as a and are in agreement with its stipulations. We will
meet and exceed the bid specifications concerning the delivery date unless causes
beyond our control prevent us from delivering on the specified date.
:y � ,���I, ��otarizeet, and tlaterl by an
; _JOVO any avid all ordering or
:-,it inje .4nd notarized document must be sent
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*Vehicle is built to bid specifications, which may or may not conform to NFPA
recommendations.
Authorized Signature & Title
Notary LL Public
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11
r OYERNME NIT AP1iT L
CORPORATION
MUNICIPAL LEASE-PURCHASE AGREEMENT
DATED
July 2, 2012
CITY OF SANGER
" YOUR PUBLIC FINANCE PARTNER "
345 Miron Drive
Southlake, TX 76092
800.883.1199
www.govca p.corn
spiritOt texas
Bank, SSB
PAID q11011‘
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT
THIS TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT No.5938 (hereafter referred to as "Agreement") dated as of July
2, 2012, by and between Government Capital Corporation, a Texas corporation (herein referred to as "Lessor"), and City of
Sanger, 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.
5. 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
CORPORATION
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT- 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 (n) 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 Indemnification Lessee shall indemnify, to the extent permitted by law, and save harmless Lessor and its
agents, employees, officers and directors from and, at Lessee's expense, defend Lessor and its agents, employees, officers and
directors against all liability, obligations, losses, damages, penalties, claims, actions, costs and expenses (including but not limited to
reasonable attorneys' fees) of whatsoever kind or nature which in any way relate to or arise out of this Agreement or the ownership,
rental, possession, operation, condition, sale or return of the Property All amounts which become due from Lessee under this
Section 11 shall be credited with any amounts received by the Lessor from insurance provided by the Lessee and shall be payable by
Lessee within thirty (30) days following demand therefor by Lessor and shall survive the termination or expiration of this Agreement
12 No Warranty EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO THE
PROPERTY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY, ALL OF WHICH ARE HEREBY
ASSIGNED TO LESSEE, 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 SPECIFICATION OR
PURCHASE ORDER, ITS 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 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
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
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT—Page 2
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 (0) the
costs of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (including but not limited to
reasonable attorneys' fees), (u) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date
specified in Exhibit B, and (iu) 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, (u) court costs and disbursements including such
costs in the event of any action necessary to secure possession of the Property, and (ui) 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
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 (u) 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
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT— Page 3
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 certifies that it does reasonably anticipate that not more than $10,000,000 of "qualified
tax-exempt obligations", as that term is defined in Section 265 (b) 3 (D) of the Internal Revenue Code of 1986 ("the Code"), will be
issued by it and any subordinate entities during 2012 Further, Lessee designates this issue as comprising a portion of the $10
million in aggregate issues to be designated as "qualified tax exempt obligations" eligible for the exception contained in Section 265
(b) 3 (D) of the Code allowing for an exception to the general rule of the Code which provides for a total disallowance of a deduction
for interest expense allocable to the carrying of tax exempt obligations
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 will take no action that would cause the interest portion of the Lease Payments to become coverage in
gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the "Code") and Treasury
Regulations promulgated thereunder (the "Regulations"), and Lessee will take and will cause its officers, employees and agents to
take all affirmative actions legally within its power necessary to ensure that the interest portion of the Lease Payments does not
become coverage in gross income of the recipient for federal income tax purposes under the Code and Regulations
(c) 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
(d) 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
(e) This Agreement shall be construed in accordance with, and governed by, the laws of the State in which the
Property is located
(f) 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-Page 4
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) The captions set forth herein are for convenience of reference only and shall not define or limit any of the
terms or provisions hereof.
(I) 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 -b day of, �f in the year 2012.
Lessor: Government Cap al Corporation
Witness Signature:
Authorize Signature Keith Miller Print Name: D Gh
345 Miron r.
Southlak , TX 76092 Director of Print Title: /GGc,^'L
Operations
Lessee: City of Sanger
\\.\�`‘'(,..'1?111Cifl L i,,/I'/'
RtiCe�-� �1........„..--'' 0 . Wetness Signature
Mike Brice, City Manager _ -- , n �
201 Bolivar Street = Print Name: (�L
Sanger, TX 76266 `f j� ` c n ��Q 21V (1�
i' ''�� Plint Title: Lit j3 ►ILL_.'
TE x as
,,'�1//l/171111111y1t \\
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT- Page 5
EXHIBIT A
DESCRIPTION OF PROPERTY
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT No 5938 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Sanger
Dated as of July 2, 2012
QTY DESCRIPTION
One (1) Ambulance (a more detailed description to follow)
VIN #
One (1) Brush Truck - 4x4 SLT 168 WB 84 CA 6 Speed auto trans 4 44 axel
VIN #1FDAF5HYOCEA41306
PROPERTY LOCATION
City of Sanger
201 Bolivar St
Sanger, TX 76266
TEXAS MUNICIPAL LEASE PURCHASE AGREEMENT- Page 6
EXHIBIT B
>> SCHEDULE OF PAYMENTS & OPTION TO PURCHASE PRICE <<
LEASE PURCHASE AGREEMENT NO 5938 (THE "AGREEMENT") BY AND BETWEEN
Lessor Government Capital Corporation Lessee City of Sanger
Schedule dated as of July 2, 2012
PMT PMT DATE TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE
NO MO DAY YR PAYMENT PAID PAID after pmt on this line
1 11/15/2012 $106,995 57 $4,240 15 $102,755 42 NA
2 11/15/2013 $106,995 57 $7,833 00 $99,162 57 $139,722 65
3 11/15/2014 $106,995 57 $4,560 63 $102,434 94 $36,080 42
4 11/15/2015 $36,946 35 $1,180 28 $35,766 07 $1 00
Grand Totals $357 933 06 $17,814 06 $340,119 00
Accepted By Lessee ''‘ IC:=7* 9
Mike Brice, City Manager
TEXAS MUNICIPAL LEASE PURCHASE AGREEMENT— Page 7
INCUMBENCY, INSURANCE, AND ESSENTIAL USE CERTIFICATES
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT No.5938 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Sanger
Dated as of July 2, 2012
I, Tami Taber, do hereby certify that I am the duly elected or appointed and acting City Secretary (Keeper of the Records),
of City of Sanger, a political subdivision or agency duly organized and existing under the laws of the State of Texas, that I have
custody of the records of such entity, and that, as of the date hereof, the 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 July 2, 2012,
between such entity and Government Capital Corporation.
Name Title Signature
Mike Brice City Manager
tiol;i11ii!
IN WITN S WHEREOF, I have duly exee,Ufed ttiis,�hF'tigcate and affixed the seal of such entity hereto this day of
i.../ / , 2012. �,•' •, ‘......
fay Lessee:
.7....
'
- —�- n, AejV
.
Tami Taber, City Secretary
I-� N�
N.
Lessee certifies that property and liab lifyjyjsutan'c'd,'i(�,0plicable, have been secured in accordance with the Agreement and such
coverage will be maintained in full force for IIIMI �kitflof 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--
INSURANCE COMPANY/AGENT'S NAME: / ,l L.
INSURANCE COMPANY ADDRESS:
PHONE NUMBER: &OCR' 5 ) ( ^ 6 6 5S
POLICY NUMBER: )/ i --' .5
I, Mike Brice, City Manager, of City of Sanger ("Lessee"), hereby certify that the Equipment, to be leased to the undersigned under
the certain Lease Agreement, dated as of July 2, 2012, between such entity and Government Capital Corporation ("Lessor"), will be
used by the undersigned Less
ee
for
/the following purpose:- (PLEASE FILL OUT PRIMARY USE BELOW)
PRIMARY USE: (it LV ,(4, j�X V If(A...
The undersigned hereby represents Chat the use of the Equipment is essential to its proper, efficient and economic operation.
IN WITNESS WHEREOF, I have set my hand this u es day of - .,4- I '/ , 2012.
By Lessee:
Mike Brice, y Mana
For Lessee: City of Sanger
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT- Page 8
CERTIFICATE OF ACCEPTANCE
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT No.5938 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Sanger
Dated as of July 2, 2012
1. ACCEPTANCE: In accordance with the Agreement, Lessee hereby certifies that all of the Property described herein (i) has been
received by Lessee, (ii) has been thoroughly examined and inspected to the complete satisfaction of Lessee, (iii) had been found by
Lessee to be in good operating order, repair and condition, (iv) has been found to be of the size, design, quality, type and
manufacture specified by Lessee, (v) has been found to be and is wholly suitable for Lessee's purposes, and (vi) is hereby
unconditionally accepted by Lessee, in the condition received, for all purposes of this Agreement.
By Lessee:
Mike Brice, City Manager
For Lessee: City of Sanger
ACCEPTED on this the day of , 2012.
(*) ACCEPTANCE MUST BE SIGNED ONLY IF NO ESCROW AGREEMENT IS INCLUDED
2, PROPERTY:
VARIOUS VEHICLES, SEE ATTACHED EXHIBIT A.
3. USE: The primary use of the ��P��ro��p��errty is as follows (PLEASE FILL OUT PRIMARY USE BELOW)
PRIMARY USE-- illett►'�,Q,1�.C� IJi`C tS
4. PROPERTY LOCATION: as
City of Sanger
201 Bolivar St.
Sanger, TX 76266
5. INVOICING: Invoices shall be sent to the following address, including to whose attention invoices should be directed:
City of Sanger
Attn.: Mike Brice, City Manager
P.O. Box 1729
Sanger, TX 76266
6. INSURANCE: Lessee certifies that property and liability insurance have been secured in accordance with the Agreement and such
coverage will be maintained in force for the term of the Agreement. Lessor will be designated as loss payee until Lessee is notified, in
writing, to subs itute a new loss payee.
Company Insured Election to self-insure in accordance with Section 10 of the Agreement.
7. MAINTENANCE: In accordance with Section 6 of the Agreement, Lessee agrees to, at its own expense, service, repair and
maintain the Property for the term of the Agreement as follows:
Maintenance Contract Election to self-maintain
TEXAS MUNICIPAL LEASE-PURCHASE AGREEMENT- Page 9