02-02-06-Resolution-Lease Purchase Agreement One Service Vehicle-02/06/2006RESOLUTION # 02-02-06A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE
PURPOSE OF PROCURING "ONE (1) SERVICE VEHICLE,"
WHEREAS, City of Sanger desires to enter into that certain Lease -Purchase Agreement
Number 4123, by and between Government Capital Corporation and City of Sanger, for
the purpose of procuring "One (1) Service Vehic%." 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 of Sanger
desires to designate Jack Smith, City Manager, as an authorized signer of the Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF THE CITY OF BANGER:
Section 1. That the City enter into a Lease Purchase Agreement with Government Capital
Corporation for the purpose of procuring "One (1) Service Vehic%."
Section 2. That the Lease Purchase Agreement Number 4123, by and between the City and
Government Capital Corporation is designated by the City 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 Jack Smith, City Manager, as an
authorized signer of the Lease Purchase Agreement Number 4123, 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
„ h day of ` s Ci , 2006.
Lessee: City of Sanger
Higgs, M
Witness Signature
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GENERAL MUNICIPAL LEASE -PURCHASE AGREEMENT
RESOLUTION # 0J-0A, O�
A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE
PURPOSE OF PROCURING "ONE (1) SERVICE VEHICLE."
WHEREAS, City of Sanger desires to enter into that certain Lease -Purchase Agreement
Number 4123, by and between Government Capital Corporation and City of Sanger, for
the purpose of procuring "One (1) Service Vehicle ." 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 of Sanger
desires to designate Jack Smith, 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 enter into a Lease Purchase Agreement with Government Capital
Corporation for the purpose of procuring "One (1) Service Vehicle."
Section 2. That the Lease Purchase Agreement Number 4123, by and between the City and
Government Capital Corporation is designated by the City 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 Jack Smith, City Manager, as an
authorized signer of the Lease Purchase Agreement Number 4123, 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
day of X-Q Y,4 0 1( , 2006.
Lessee: City of Sanger
'fin• _ � .2`f�i��
Witness Signature
� L_� N L-(, /_
Rose Chav-ECtyiSepret'
r 9MPDAI KAI INIr IDAI I FACF_DI ID(`"ACF Ar-MIDNT
MUNICIPAL LEASE -PURCHASE AGREEMENT
THIS MUNICIPAL LEASE -PURCHASE AGREEMENT No.4123 (hereafter referred to as "Agreement") dated as of
February 6, 2006, 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.
2. Renewal and Non -Appropriation. Lessee agrees that it will take all necessary steps and make timely
requests for the appropriation of funds to make all Lease Payments called for under Exhibit B, and use its best efforts and
take all steps to cause such appropriations to be made. In the event that (i) funds for the succeeding fiscal period cannot
be obtained, (H)Lessee has exhausted all legally available means for making payment called for under this Agreement, (iii)
Lessee has invoked and diligently pursued all legal procedures by which payment called for under this agreement may be
made, (iv) such failure to obtain funds has not resulted from any act or failure to act of Lessee, (v) Lessee has not
acquired, and has no intent to acquire during the subsequent fiscal period, items of property having functions similar to
those of the Property or which provide similar benefits to Lessee, and (vi) no funds have been appropriated for the
acquisition of such property, Lessee may terminate this Agreement at the end of any fiscal period during the payment
schedule set forth in Exhibit B by giving notice to Lessor or its successors at least sixty (60) days prior to the first day of
such fiscal period for which appropriations cannot be made. Such failure to obtain proper appropriation and approval of the
full amount of funds necessary to make required payments hereunder during any fiscal period subsequent to the current
fiscal period shall terminate all Lessee's right, title and interest in and obligations under this Agreement and to all the
Property, effective on the last day of the last fiscal period for which appropriation or approval was properly obtained.
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) All Payments hereunder have been, and will be, duly authorized and paid when due out of funds then
on hand and legally available for such purposes; Lessee will, to the extent permitted by State law and other terms and
conditions of this Agreement, include in its budget for each successive fiscal period during the term of this Agreement a
sufficient amount to permit Lessee to discharge all of its obligations hereunder, and Lessee has budgeted and available for
the current fiscal period sufficient funds to comply with its obligations hereunder;
(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; specifically Lessee will not give
priority or parity in the appropriation of funds for the acquisition or use of any additional property for purposes or functions
similar to those of the Property.
GENERAL MUNICIPAL LEASE -PURCHASE AGREEMENT
(f) There are no circumstances presently affecting the Lessee that could reasonably be expected to alter
its foreseeable need for the Property or adversely affect its ability or willingness to budget funds for the payment of sums
due hereunder; and
(g) Lessee's right to terminate this Agreement as specified in Section 2 hereof was not an independently
bargained for consideration, but was included solely for the purpose of complying with the requirements of the laws of the
State in which Lessee is located.
(h) 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.
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.
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 (ii) an amount equal to the applicable Option to
Purchase Value set forth in Exhibit B.
10. Insurance. Lessee shall either be self -insured with regard to the Property or shall purchase and maintain
insurance with regard to the Property. Lessee shall indicate on each Certificate of Acceptance executed in relation to this
Agreement its election to be self -insured or company insured with regard to the Property listed on that Certificate of
Acceptance. Whether Lessee is self -insured or company insured, Lessee shall, for the term of this Agreement, at its own
expense, provide comprehensive liability insurance with respect to the Property, insuring against such risks, and such
amounts as are customary for lessees of property of a character similar to the Property. In addition, Lessee shall, for the
term of this Agreement, at its own expense, provide casualty insurance with respect to the Property, insuring against
customary risks, coverage at all times not less than the amount of the unpaid principal portion of the Lease Payments
required to be made pursuant to Section 1 as of the last preceding Payment Date specified in Exhibit B on which a Lease
Payment was made. If insurance policies are provided with respect to the Property, all insurance policies shall be with
insurers authorized to do business in the State where the Property is located and shall name both Lessor and Lessee as
insureds 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
coverages together with premium receipts, and each insurer shall agree to give Lessor written notice of non-payment of any
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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 therefore 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 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 of 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 there from 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;
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(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 (M) any past due amounts hereunder (plus interest on such
unpaid principal balance at the rate specified in Section 19 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.
Lessee hereby waives any right which it now has or which might be acquired or conferred upon it by any law or order of any
court or other governmental authority to terminate this Agreement or its obligations hereunder, except in accordance with
the express provisions hereof.
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, but Lessee will acknowledge receipt of such assignments in
writing if so required. 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 (1) 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.
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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/assigns to sign and execute on its behalf, any and all necessary UCC-1 forms
to perfect the Purchase Money Security interest herein 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 2006. 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 eight (8) months after and as of the end of each fiscal
year. Periodic financial statement 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. 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.
(f) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the
remainder of this Agreement.
(g) The Lessor hereunder shall have the right at any time or times, by notice to Lessee, to designate or
appoint any person or entity to act as agent or trustee for Lessor for any purposes hereunder.
(h) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any
change occurring in or to the Property, of a change in Lessee's address, or in any fact or circumstance warranted or
represented by Lessee to Lessor, or if any Event of Default occurs.
(i) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and
include the masculine or feminine gender whenever and wherever appropriate.
(j) The captions set forth herein are for convenience of reference only and shall not define or limit any of
the terms or provisions hereof.
r.9-061 W IMINOei cecc.onoruecc erocoucuT
(k) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and
assigns, where permitted by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of in the year 2006.
Lessor: Government Capital Corporation
in - Ki, "7
1
Authorized Signature /
345 Miron Dr. Marti Haf er
Southlake, TX 76092 9
Director of
Operations
Lessee: City of Sanger
i
ck S h, ?6266
y Manager
01 livereet
nger, TX
Witness Signature:
���&��
Print Name: l T)E'16 E -A`-YJ
Print Title: � 1 0A.)
i
Witness Signatur ' v'
c
Print Name:
Print Title: V Ott �� ca10
r 00fil ui iuirmei i CAQW-0110runec eroceucur
EXHIBIT A
DESCRIPTION OF PROPERTY
MUNICIPAL LEASE -PURCHASE AGREEMENT No.4123 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Sanger
Dated as of February 6, 2006
QTY DESCRIPTION
One (1) 2006 F-550 Service Vehicle, Model #TA37M/TA41M/TA45M
VIN #1FDAF57P16EA71444
PROPERTY LOCATION:
201 Boliver Street
Sanger, TX 76266
g9MCPAI "i INWIDei i ceec.enarueca eroccue"r
EXHIBIT B
>> SCHEDULE OF PAYMENTS & OPTION TO PURCHASE PRICE <<
MUNICIPAL LEASE -PURCHASE AGREEMENT No.4123 (THE "AGREEMENT")
BY AND BETWEEN
Lessor: Government Capital Corporation and Lessee: City of Sanger
Dated as of February 6, 2006
PMT
PMT DATE
TOTAL
INTEREST
PRINCIPAL
OPTION TO PURCHASE
NO.
MO. DAY YR
PAYMENT
PAID
PAID
after pmt on this line
1
03/06/06
$2,644.12
$394.30
$2,249.82
$87,212.78
2
04/06/06
$2,644.12
$384.18
$2,259.94
$84,859.37
3
05/06/06
$2,644.12
$374.02
$2,270.10
$82,498.11
4
06/06/06
$2,644.12
$363.82
$2,280.30
$80,128.98
5
07/06/06
$2,644.12
$353.57
$2,290.55
$77,751.96
6
08/06/06
$2,644.12
$343.27
$2,300.85
$75,367.01
7
09/06/06
$2,644.12
$332.92
$2,311.20
$72,974.11
8
10/06/06
$2,644.12
$322.53
$2,321.59
$70,573.24
9
11/06/06
$2,644.12
$312.09
$2,332.03
$68,164.36
10
12/06/06
$2,644.12
$301.61
$2,342.51
$65,747.45
11
01/06/07
$2,644.12
$291.08
$2,353.04
$63,322.49
12
02/06/07
$2,644.12
$280.50
$2,363.62
$60,889.44
13
03/06/07
$2,644.12
$269.87
$2,374.25
$58,448.28
14
04/06/07
$2,644.12
$259.20
$2,384.92
$55,998.99
15
05/06/07
$2,644.12
$248.48
$2,395.64
$53,541.53
16
06/06/07
$2,644.12
$237.71
$2,406.41
$51,075.88
17
07/06/07
$2,644.12
$226.89
$2,417.23
$48,602.01
18
08/06/07
$2,644.12
$216.02
$2,428.10
$46,119.90
19
09/06/07
$2,644.12
$205.10
$2,439.02
$43,629.51
20
10/06/07
$2,644.12
$194.14
$2,449.98
$41,130.82
21
11/06/07
$2,644.12
$183.12
$2,461.00
$38,623.80
22
12/06/07
$2,644.12
$172.06
$2,472.06
$36,108.43
23
01/06/08
$2,644.12
$160.95
$2,483.17
$33,584.67
24
02/06/08
$2,644.12
$149.78
$2,494.34
$31,052.50
25
03/06/08
$2,644.12
$138.57
$2,505.55
$28,511.89
26
04/06/08
$2,644.12
$127.30
$2,516.82
$25,962.81
27
05/06/08
$2,644.12
$115.99
$2,528.13
$23,405.23
28
06/06/08
$2,644.12
$104.62
$2,539.50
$20,839.13
29
07/06/08
$2,644.12
$93.20
$2,550.92
$18,264.47
30
08/06/08
$2,644.12
$81.74
$2,562.38
$15,681.23
31
09/06/08
$2,644.12
$70.22
$2,573.90
$13,089.38
32
10/06/08
$2,644.12
$58.64
$2,585.48
$10,488.89
33
11/06/08
$2,644.12
$47.02
$2,597.10
$7,879.73
34
12/06/08
$2,644.12
$35.34
$2,608.78
$5,261.88
35
01/06/09
$2,644.12
$23.62
$2,620.50
$2,635.30
36
02/06/09
$2,644.12
$11.85
$2,632.27
$1.00
Grand Totals
$95,188.32
$7,485.32
$87,703.00
Accepted By Lessee:
LlJlk S
ith, City Manager
r pMPFAI 1111MIrl DAI 1 FACF.p11PrWACF ArPr9&A9MT
INCUMBENCY, INSURANCE, AND ESSENTIAL USE CERTIFICATES
MUNICIPAL LEASE -PURCHASE AGREEMENT No.4123 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Sanger
Dated as of February 6, 2006
I, Rose Chavez (NAME), do hereby certify that I am the duly elected or appointed and acting City
Secretary (Keeper of the Records) (TITLE), 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
Municipal Lease -Purchase Agreement dated as of February 6, 2006, between such entity and Government
Capital Corporation.
Name Title sofnFakwre
Jack Smith City Manager
IN WITNESS WHEREO , II have duly executed this certificate and affixA�sealsuch entity hereto
this j9!- day of 2006.
BY: LIP) tA
Rose Chavez, City Secrets
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:
INSURANCE COMPANY/AGENT'S NAME: X
//�� �/ ► 1 ���/; / (l L '�
INSURANCE COMPANY ADDRESS: X V ' 1 �� �-7 11 T USf�h /� �� ,L
PHONE NUMBER:
POLICY NUMBER )( /—/ 1,3�
I, Jack Smith, 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 February 6, 2006, between such entity
and Government Capital Corporation ("Lessor"), will be used by the undersigned Lessee for the following
purpose: (PLEASE FILL OUT PRIMARY USE BELOW
PRIMARY USE
The undersigned hereby represents that the use of the Equipment is essential to its proper, efficient and
economic operation.
IN WITNESS WHEREOF, I have set my hand this day of ebtic(4 , 2006.
ack Sm' h,,iciiittty anager
For Lessee: City of Sanger
rcuccei wiwrieei 1 ceec.ei iar"ecc Ar0CMACNT
CERTIFICATE OF ACCEPTANCE
MUNICIPAL LEASE -PURCHASE AGREEMENT No.4123 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Sanger
Dated as of February 6, 2006
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.
2. PROPERTY:
One (1) 2006 F-550 Service Vehicle, Model #TA37M/TA41M/TA45M (VIN #1FDAF57P16EA71444), SEE ATTACHED
EXHIBIT A.
3. USE: The primary use of the Property is as follows: (PLEASE FILL OUT PRIMARY USE BELOW)
PRIMARY USE: I k4i II
4. PROPERTY LOCATION:
City of Sanger
201 Boliver Street
Sanger, TX 76266
cr4wp h f-
5. INVOICING: Invoices shall be sent to the following address, including to whose attention invoices should be
directed:
City of Sanger
Attention: Ms. Rose Chavez
Post Office Box 1729
Sanger, TX 76266
x6. 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 substitute 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:
:X Maintenance Contract Election to self -maintain
By L see:
ck Smi , Cit Manager
For Lessee: City of Sanger
� r
ACCEPTED on this the � & day of e UI�4 k-- , 2006.
rc"cam &n mrmhi i oecc_oi iorue(zc Ar.PPMAPUT in
NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P.
Robert L. Dillard, III
rdillard@njdhs.com
Attorneys & Counselors at Law
1800 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
(214)965-9900
Fax (214) 965-0010
E-mail NJDHS@NJDHS.com
February 8, 2006
Government Capital Corporation
345 Miron Drive
Southlake, TX 76092
ATTENTION: Documentation Department
Dear LE-JJCir:
ROBERT L. DILLARD, JR. (1913-2000)
H. LOUIS NICHOLS
LAWRENCE W. JACKSON
OF COUNSEL.
I have acted as Counsel to City of Sanger with respect to that certain Municipal
Lease -Purchase Agreement No. 4123, by and between Government Capital Corporation
as Lessor and City of Sanger as Lessee. I have reviewed the Agreement and such other
documents, records and certificates of Lessee and appropriate public officials as I have
deemed relevant and am of the opinion that:
1. The Lessee is a political subdivision or agency of the State of Texas with
the requisite power and authority to incur obligations, the interest on which is
exempt from taxation by virtue of Section 103(a) of the Internal Revenue Code of
1986.
2. The execution, delivery and performance by the Lessee of the Agreement
have been duly authorized by all necessary action on the part of the Lessee; and
3. The Agreement constitutes a legal, valid and binding obligation of the
Lessee enforceable in accordance with its terms.
4. The above opinions may be relied upon by the Lessee, Lessor, or its
A
ssigns.
Sincerely,
.• A• •
VMEMOin
Robert L. Dillard, III
RLD/mew
63629
RESOLUTION # 01-0�• 0 �O
A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE
PURPOSE OF PROCURING "ONE (1) SERVICE VEHICLE."
WHEREAS, City of Sanger desires to enter into that certain Lease -Purchase Agreement
Number 4123, by and between Government Capital Corporation and City of Sanger, for
the purpose of procuring "One (1) Service Vehicle ." 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 of Sanger
desires to designate Jack Smith, 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 enter into a Lease Purchase Agreement with Government Capital
Corporation for the purpose of procuring "One (1) Service Vehicle."
Section 2. That the Lease Purchase Agreement Number 4123, by and between the City and
Government Capital Corporation is designated by the City 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 Jack Smith, City Manager, as an
authorized signer of the Lease Purchase Agreement Number 4123, 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
day of X 4 0 v:j , 2006.
Lessee: City of Sanger
Mj_oeHj"j7gs,
Witness Signature
,� L J,t,L C!1 1--� /
Rose Chavez,,:0ty.:Secret
1
i
rc"caei u"wrice, i cecc.c"aruecc eraccucur
Form 8038-GC Information Return for Small Tax -Exempt
Governmental Bond Issues, Leases, and Installment Sales
(Rev. November 2000) ► Under Internal Revenue Code section 149(e)
Department of the Treasury Caution: If the issue rice of the issue is $100,000 or more, use Form 8038-G.
Internal Revenue Service f�
ligaM muput uny iAutnunry
1 Issuer's name
City of Sanger (Lease No.4123)
OMB No. 1545-0720
Check box if Amended Return ►
2 Issuer's employer identification number
s Ivumaer and street (or N.U. box if mail is not delivered to street address) Room/suite
P.O. Box 1729
4 City, town, or post office, state, and ZIP code
Sanger, TX 76266
5 Report number
5
6 Name and title of officer or legal representative whom the IRS may call for more information 7 Telephone number of officer or legal representative
Jack Smith, City Manager ( 940 ) 458-7930
Description of Obligations Check if reporting: a single issue ® or on a consolidated basis ❑ .
8a Issue price of obligation(s) (see instructions) . . . . . . . . . . . . . . . . . 8a $87,703.00
b Issue date (single issue) or calendar year (consolidated) (see instructions) ►--------------------
9 Amount of the reported obligation(s) on line 8a:
a Used to refund prior issue(s) 9a
b Representing a loan from the proceeds of another tax-exempt obligation (e.g., bond bank) 9b
10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check this box . . . ►
11 If any obligation is in the form of a lease or installment sale, check this box . . . , , , , , , , , ►
12 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box , ► ❑
Under penalties of 'ury, I declar hat I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they e tru corre , and comp) e.
Sign
Here l
'� t�L 'r✓'b�� �, Jack Smith, City Manager
Issuer's uthorize repres ntative Date Type or print name and title
General Instru6tions
Section references are to the Internal
Revenue Code unless otherwise noted.
Purpose of Form
Form 8038-GC is used by the issuers of
tax-exempt governmental obligations to
provide the IRS with the information required
by section 149(e) and to monitor the
requirements of sections 141 through 150.
Who Must File
Issuers of tax-exempt governmental
obligations with issue prices of less than
$100,000 must rile Form 8038-GC.
Issuers of a tax-exempt governmental
obligation with an issue price of $100,000 or
more must file Form 8038-G, Information
Return for Tax -Exempt Governmental
Obligations.
Filing a separate return. Issuers have the
option to file a separate Form 8038-GC for
any tax-exempt governmental obligation with
an issue price of less than $100,000.
An issuer of a tax-exempt bond used to
finance construction expenditures must file a
separate Form 8038-GC for each issue to
give notice to the IRS that an election was
made to pay a penalty in lieu of arbitrage
rebate (see the line 12 instructions).
Filing a consolidated return. For all
tax-exempt governmental obligations with
issue prices of less than $100,000 that are
not reported on a separate Form 8038-GC,
an issuer must file a consolidated information
return including all such issues issued within
the calendar year.
Thus, an issuer may file a separate Form
8038-GC for each of a number of small
issues and report the remainder of small
issues issued during the calendar year on one
consolidated Form 8038-GC. However, a
separate Form 8038-GC must be filed to give
the IRS notice of the election to pay a penalty
in lieu of arbitrage rebate.
When To File
To file a separate return, file Form 8038-GC
on or before the 15th day of the second
calendar month after the close of the
calendar quarter in which the issue is issued.
To file a consolidated return, file Form
8038-GC on or before February 15th of the
calendar year following the year in which the
issue is issued.
Late filing. An issuer may be granted an
extension of time to file Form 8038-GC under
Section 3 of Rev. Proc. 88-10, 1988-1 C.B.
635, if it is determined that the failure to file
on time is not due to willful neglect. Type or
print at the top of the form, "This Statement
Is Submitted in Accordance with Rev. Proc.
88-10." Attach to the Form 8038-GC a letter
briefly stating why the form was not
submitted to the IRS on time. Also indicate
whether the obligation in question is under
examination by the IRS. Do not submit copies
of any bond documents, leases, or installment
sale documents. See Where To File below.
Where To File
File Form 8038-GC, and any attachments,
with the Internal Revenue Service Center,
Ogden, UT 84201.
Other Forms That May Be Required
For rebating arbitrage (or paying a penalty in
lieu of arbitrage rebate) to the Federal
government, use Form 8038-T, Arbitrage
Rebate and Penalty in Lieu of Arbitrage
Rebate. For private activity bonds, use Form
8038, Information Return for Tax -Exempt
Private Activity Bond Issues.
Rounding to Whole Dollars
You may show the money items on this
return as whole -dollar amounts. To do so,
drop any amount less than 50 cents and
increase any amount from 50 to 99 cents to
the next higher dollar.
Definitions
Obligations. This refers to a single
tax-exempt governmental obligation if Form
8038-GC is used for separate reporting or to
multiple tax-exempt governmental obligations
if the form is used for consolidated reporting.
Tax-exempt obligation. This is a bond,
installment purchase agreement, or financial
lease, on which the interest is excluded from
income under section 103.
Tax-exempt governmental obligation. A
tax-exempt obligation that is not a private
activity bond (see below) is a tax-exempt
governmental obligation. This includes a bond
issued by a qualified volunteer fire
department under section 150(e).
Private activity bond. This includes an
obligation issued as part of an issue in which:
• More than 10% of the proceeds are to be
used for any private activity business use,
and
Cat. No. 641086 Form 8038—GC (Rev. 11-2000)