Loading...
06-05-15-Resolution-Lease Purchase Agreement with Government Capital-06/15/2015RESOLUTION # R06-O5-15 A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF FINANCING "VARIOUS FIRE & UTILITY EQUIPMENT"; WHEREAS, City of Sanger desires to enter into that certain Lease -Purchase Agreement by and between City of Sanger and Government Capital Corporation, for the purpose of financing "Various Fire & Utility Equipment'. 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 the City Manager as an authorized signer of the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF BANGER: Section 1. That the City enters into a Lease Purchase Agreement with Government Capital Corporation for the purpose of financing "Various Fire & Utility Equipment': Section 2. That the Lease Purchase Agreement 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 the City Manager as an authorized signer of the Lease Purchase Agreement by and between the City of Sanger and Government Capital Corporation, PASSED AND APPROVED by the Council of the City of Sanger in a meeting held on the day of LI I , 2015. `, ,nu ir;s^r,,W`itness Signature Lessee: City of Sanger . - , %/ 1 8 — GvL Thomas Muir, Mayor afini Taber, City Secretary L /f/rrrn nnr 0` TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT -Page 1 July 14, 2015 C�OV/ ;RNIMJ�',NJTT' CAPIIIiAll,I 345 MIRON DRIVE SOUTHLAKE, TEXAS 76092 817.421.5400 WWW.GOVCAP.COM Mike Brice, City Manager City of Sanger 502 Elm Street Sanger, TX 76266 RE: Texas Municipal Lease -Purchase Agreement No.7058, dated as of June 15, 2015, by and between the City A Sanger and Government Capital Corporation, Dear Mike Brice: Please be advised that Government Capital Corporation has assigned all its right, title and interest in the Agreement, and in the equipment leased thereunder, and the right to receive payments thereunder to PROSPERITY BANK. Notification Sign all three (3) letters. Return two (2) in the envelope provided and keep one (1) for your records. The purpose of this letter is to inform you that your lease agreement has been placed with Prosperity Bank, Executed Lease Agreement This is your copy for your records. Insurance Update your insurance coverage to include Prosperity Bank as Loss Payee. Send, or instruct the insurance company to forward a Certificate of Insurance showing Prosperity Bank as Loss Payee, to my attention at our Corporate Office. Title Your equipment vendor will either provide you with title paperwork to complete or will complete the registration process on your behalf. If you need assistance in the process, please contact our corporate office. Prosperity Bank, 101 North Prairieville Street, Athens, TX 75751 needs to be reflected as Lienholder on the original title (for a used vehicle) or the Manufacturer Certificate of Origin (MSO) (for a new vehicle). The lien must also be inserted on the registration application before it is submitted to the appropriate Department of Motor Vehicles to reflect the change of ownership and prior to the issuance of new license plates. Upon obtaining the change in registration/ownership and license plates from your State Vehicle Authority, send a photocopy of the white slip or registration receipt to my attention at our Corporate Office. Payments Payments 1 through 4, due under the Agreement should be made to Prosperity Bank, 101 North Prairieville Street, Athens, TX 75751. Additional payment information is in the Lease Agreement, Exhibit B. Si erely, Ann Schmidt" Post -Closing Coordinator ACKNOWLEDGED AND ACCEPTED: CITY OF BANGER Signed By: Print Name: Mike Brice Title: City Manager Date TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT THIS TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT I140.7058 (hereafter referred to as "Agreement") dated as of June 15, 2015, 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 rate of 2.947% is calculated on the basis of a 30/360-day year on the unpaid principal amounts from the Schedule Date of the EXHIBIT B. The total principal amount of $500,000.00 has been set forth in Exhibit B hereto. 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. 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. ,l1 GOVERNMENT CAPITAL sucamoomm 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. S. 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 (M) 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. llu 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. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT —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 (i) the costs of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (including but not limited to reasonable attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date specified in Exhibit B, and (iii) any past due amounts hereunder (plus interest on such unpaid principal balance at the rate specified in Section 20 hereof, prorated to the date of such sale), all of which shall be paid to Lessor, Lessor shall retain all such proceeds and Lessee shall remain liable for any deficiency; or (5) Pursue and exercise any other remedy available at law or in equity, in which event Lessee shall be liable for any and all costs and expenses incurred by Lessor in connection therewith. "Costs and expenses", as that term is used in this Section 14, shall mean, to the extent allowed by law: (i) reasonable attorneys' fees if this Agreement is referred for collection to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costs and disbursements including such costs in the event of any action necessary to secure possession of the Property; and (iii) actual and reasonable out-of-pocket expenses incurred in connection with any repossession or foreclosure, including costs of storing, reconditioning and reselling the Property, subject to the standards of good faith and commercial reasonableness set by the applicable Uniform Commercial Code, Lessee waives all rights under all exemption laws. (6) Under no circumstances shall Lessee be liable under this subsection 14 (b) for any amount in excess of the sum appropriated pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and paid during such previous and current fiscal years from amounts so appropriated. 15. Termination, Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof, lessee shall, upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to the terms of this Agreement, deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee, ordinary wear and tear resulting from proper use alone excepted, by loading the Property, at Lessee's sole expense, on such carrier, or delivering the Property to such location, as Lessor shall provide or designate at or within a reasonable distance from the general location of the Property. If Lessee fails to deliver the Property to Lessor, as provided in this Section 15, on or before the date of termination of this Agreement, Lessee shall pay to Lessor upon demand, for the hold -over period, a portion of the total payment for the applicable period as set forth in Exhibit B prorated from the date of termination of this Agreement to the date Lessee either redelivers the Property to Lessor or Lessor repossesses the Property. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT — 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. 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 2015. 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. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT —Page 4 (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. (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. (1) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted by this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the J day of - ° in the year 2015. Lessor: Government CT�pi f 4' Authorized Signatu e 345 Miron Dr. Southlake, TX 76092 Lessee: City of Sanger Mike Brice, City Manager 502 Elm Street Sanger, TX 76266 ""`"" Keith Miller Director of Operations Witness Sic Print Name Print Title: Witness Sic ii7iMMIiL: Print Title: TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT -Page 5 EXHIBIT 14 DESCRIPTION OF PROPERTY TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.7058 (THE "AGREEMENT") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Sanger Dated as of June 15, 2015 One (1) One (1) One (1) 900048 One(1) 900049 One(1) 900051 One(1) 900010-1 One (1) 9000124 One (1) 900009-2 One (1) 900067 One (1) 900069 One(1) 90007OR One (1) 900071 One (1) 900072 One(1) 900073 One(1) 900074 One(1) 900075 One (1) 900077 One(1) 900079-1 One(1) 900105-2 Two (2) 900108-2 One(1) 900109 One (1) 900110 One (1) 900131 One (1) 900133 One (1) 900183 PROPERTY LOCATION: City of Sanger - Fire Department Electric Utilities DESCRIPTION Altec Model TA60 Articulating Telescopic Aerial Device with a fiberglass upper boom and fiberglass insulator in the articulating arm and a proportional joystick upper control and toggle switches. Driver Controlled Traction Differential. 2016 Dodge Ram 3500 6.7L 4x4 diesel chassis (red) Ambulance Heat shielding for diesel chassis Granning air suspension system Remount of Module Chassis exterior upgrades Chassis interior upgrades Module exterior upgrades Module interior upgrades Fire Apparatus Body and Standard Equipment 4x4, 191500 GVWR, 84" cab to axle, dual rear wheels Wheel Chock, Solid Bottom, Mounted (set of 2) Fire Extinguisher, 5 Ib Dry Chemical, with 40-B:C and mount bracket Reflective Triangle Kit Pump upgrade, Hale HPX275 with Vanguard 35 hp engine Plumbing Upgrade, Stainless Steel Water Level indicator, four light, one location will Include Mini Slave Tank Fill, Rear Preconnected, with 2-1/2" double -jacketed 25' hose and hose lock Compartment Storage, Pump Panel Lower Storage Box, Right Front Lower Storage Box, Rear (set of 2) Compartment Storage, Covered Top Hose Bed Upper Storage Boxes, Aluminum (set of 2) Compartment Storage, Rear Access, Backboard End Covers, Crosslay (set of 2) Front Bumper Grille Guard Winch, 12,000 lb Ramsey, Mounted in Front Bumper Generator Package, Onan 5.5, with two LED Extenda-lite PIONEER plus 150 watt, 120v AC Scene Lights, breaker box and 4 plug outlet Flood Light LED, Telescoping Pole Tripod, Mounted Additional Receptacle, 2 Plug (Passenger Side) Electric Cord Reel, 30 Amp, 12-2 75'Black Customer -Supplied Radio and Antenna Installation Back Up Camera, with 7" LCD Monitor Tools Hose and Fittings Hydraulic Dual Hose Reel with 100' hose, no couplers TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT -.Page 6 OOP SCHEDULE OU PAYMENTS �c OPTION T Pl1RCf-IASE PRICE « MUNICIPAL LEASE PURCHASE AGREEMENT No.7058 (THE "AGREEMENT") BY AND BETWEEN Lessor: Government Capital Corporation and Lessee: City of Sanger Schedule dated as of July 13, 2015 PMT PMT DATE TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE NO. MO DAY YR PAYMENT PAID PAID after pmt on this line 1 7/1/2016 $134,278.98 2 7/1/2017 $134,278.98 3 7/1/2018 $134,278,98 4 7/1/2019 $134,278.98 Grand Totals $537,115.92 Accepted By Lessee: $14,489.41 $119,789.57 N/A $111204.80 $123,074918 $259,568.89 $71577980 $126,701618 $131,259.99 $31843.91 $130,435.07 $1.00 $371115.92 $5001000.00 Interest Rate: 2.947% Mike Brice, City Manager TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT —Page 7 i MUNICIPALTEXAS BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Sanger Dated as of 1 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 or my designee have custody of the records of such entity, and that, as of the date hereof, the individual(s) named below are the duly elected or appointed officer(s) of such entity holding the office(s) set forth opposite their respective name(s). I further certify that (i) the signature(s) set opposite their respective name(s) and title(s) are their true and authentic signature(s), and (ii) such officers have the authority on behalf of such entity to enter into that certain Texas Municipal Lease -Purchase Agreement dated as of June 15, 2015, between such entity and Government Capital Corporation, Name Title Signature Mike Brice City Manager IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this day of $.g , 2015. By Lesseerye Tam! Taber, City cretary Lessee certifies that property and liability insurance, if applicable, have been secured in accordance with the Agreement and such coverage will be maintained in full force for the term of the Agreement. "Lessor or its Assigns" should be designated as loss payee until Lessee is notified, in writing, to substitute a new loss payee. The following information is provided about insurance — (PLEASE FILL IN THE INFORMATION BELOW) INSURANCE COMI INSURANCE COMI PHONE NUMBER: POLICY NUMBER: 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 June 15, 2015, 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) A PRIMARY USE The undersigned. hereby represents that the use of the Equipment is essential to its proper, efficient and economic operatiorS a. IN WITNESS WHEREOF, I have set my hand this day of %.�t - , a , 2015. By Lessee: Mike Brice, City Manager For Lessee: City of Sanger TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT -Page 8 ESCROW AGREEMENT = SCHEDULE 1 TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.7058 (THE "AGREEMENT") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Sanger Dated as of June 15, 2015 ESCROW DISBURSEMENT REQUEST FORM Spirit Bank, acting as escrow agent (the "Agent") under the Escrow Agreement dated as of June 15, 2015 (Escrow Date), by and among the Agent, Government Capital Corporation as Lessor and City of Sanger as Lessee, is hereby requested to pay to the person or corporation designated below as Payee the sum set forth below in payment of the acquisition and installation costs of the equipment described below. The amount shown below is due and payable under the invoice of Payee with respect to the described equipment and has not formed the basis any prior request for payment. PAYEE: Altec Industries AMOUNT: $210,245.00 DESCRIPTION OF EQUIPMENT: 2016 Bucket Truck VIN #HHD5836 INVOICE #8159757 DATED: 4-1-16 Indicate Method for Payment Disbursement: Wire Funds as per attached instructions Lessee: City of Sanger Mike Brice, City Manager Lessor: Government Capital Corporation or its Assigns By: Authorized Signer ACCEPTANCE CERTIFICATE City of Sanger as Lessee under that certain Texas Municipal Lease -Purchase Agreement dated as of June 15, 2015 ("Agreement Date") (the "lease"), hereby acknowledges receipt in good condition of all the equipment described on the attached Vendor Invoice(s), hereby accepts such equipment and hereby certifies that Lessor has fully and satisfactorily performed all covenants and conditions to be performed by it under the Lease with regard to such equipment, that such equipment Is fully Insured in accordance with Section 10 of the Lease and that such equipment constitutes all or a portion of the Equipment as that term as defined in the Lease. Date: 2016. By Lessee: City of Sanger Mike Brice, City Manager For lessee: Cl of Sanger TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT —Page 14 �■ m Altec Industries, Inc. 2106 Seuth Riverside Raad St. Joseph MO 64507-9799 (816) 364-2244 SOLD T0: #29481 CITY OF BANGER PO BOX 1729 ACCOUNTS PAYABLE BANGER TX 76266-0017 Major Unit Invoice SHIP T0: Please Remit To: Altec Industries, Inc. PO Box 11407 BIRMINGHAM AL 35246-0414 For Accounting Questions: ARINQUIRY@ALTEC.COM CITY OF BANGER 202 RAILROAD AVE BANGER TX 76266 Pagelofl Customer Order Number Order Oate Sales Order Number Terms Invoice Date Invoice Number 25-JUN-15 3336811 NET 30 01-APR-16 8159757 Chassis VIN Year/Model Unit Serial Number Sales Rep WIP Job Number 2016/M2-106 TA60 0338 Covington, Michael D 37 38719513 Item Quantity Part Number Description Amount 1 1 37001 TA60 FULLY CONFIGURED FA MODEL 2 1 970000212 Altec Supplied Chassis 0.00 %State Tax 0.00 %County Tax 0 % C(ty Tax 142,314.00 67,931.00 0.00 0.00 0.00 SPECIAL INSTRUCTIONS Sub Total Total Tax freight Less Payments Total Due 210,245.00 0.00 0.00 0.00 210,245.00 We wish to flunk you for eWInY us the opportunity of serving Vou.