RES 1569 11/13/2018 OF c,49
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RESOLUTION # S6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS
REGARDING A FINANCE AGREEMENT FOR THE PURPOSE OF
FINANCING VEHICLES, HEAVY EQUIPMENT AND MISCELLANEOUS
EQUIPMENT.
WHEREAS, the City of Cibolo desires to enter into a Finance Agreement, by and between
Government Capital Corporation and the City of Cibolo, for the purpose of financing
"VEHICLES, HEAVY EQUIPMENT & MISCELLANEOUS EQUIPMENT". The City of Cibolo
desires to designate this Agreement as a "qualified tax exempt obligation" of the City of Cibolo
for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The
City of Cibolo desires to designate Robert T. Herrera, City Manager, as an authorized signer of
the Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CIBOLO THAT:
Section 1 That the City of Cibolo enters into a Finance Agreement with Government
Capital Corporation for the purpose of financing "VEHICLES, HEAVY EQUIPMENT &
MISCELLANEOUS EQUIPMENT'.
Section 2 That the Finance Agreement, by and between the City of Cibolo and
Government Capital Corporation is designated by the City of Cibolo 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 Cibolo designates Robert T. Herrera, City Manager, as an
authorized signer of the Finance Agreement, by and between the City of Cibolo and
Government Capital Corporation.
Section 4 That should the need arise, if applicable, City of Cibolo will use finance
agreement proceeds for reimbursement of expenditures related to the Property, within the
meaning of Treasury Regulation §1.150-2, as promulgated under the Internal Revenue
Code of 1986, as amended.
APPROVED AND ADOPTED ON THIS 13th DAY OF NOVEMBER 2018 BY THE CITY OF
CIBOLO.
ATTEST: im Russell, Mayor Pro Tem
Peggy Cimics, City Secretary
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PUBLIC PROPERTY FINANCE ACT CONTRACT
THIS Public Property Finance Act Contract No.«Deai_Number>> (hereafter referred to as the "Finance Contract") is dated
as of «AgreementContract Date>>, by and between «Lender_Name>>, a <<Lender_State» corporation (herein referred to as 9
"GCC"), and the <<Issuer>>,a political sub-division or agency of the State of<dIssuer_State>> (hereinafter referred to as the "Issuer"),
WITNESSETH: In furtherance of the providing by GCC of financing to the Issuer In connection with the Issuer's acquisition p;
from «vendor» that is more fully described on EXHIBIT A attached hereto (the "Property"), and in consideration of the mutual
covenants and conditions hereinafter set forth, pursuant to the provisions of the Public Property Finance Act, Chapter 271,
Subchapter A,Texas Local Government Code, as amended (the "Act"), the parties agree as follows:
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1. Term and Payments. The Issuer hereby covenants and agrees to pay to the order of GCC and GCC's successors
and assigns those principal and interest installment amounts in those sums set forth on EXHIBIT B attached hereto (the "Payments")
on or before those dates per Installment that are more fully set forth on EXHIBIT B (the "Payment Dates"). It is acknowledged and
understood that GCC may assign its rights hereunder to a third party and that notice of said assignment shall be provided to the
Issuer and that the Issuer, thereafter, shall look to and consider said assignee as the party to whom all of the Issuer's duties
hereunder are owed. The obligation of the Issuer to make the Payments shall not be subject to set-off, counterclaim, or recoupment
to the extent permitted by law. The interest is calculated on the basis of a 30/360-day year On the unpaid principal amounts from
the Schedule Date of the EXHIBIT B.
2. Security, Levy of Taxes, Budgeting.
(a) During the term of this Finance Contract, the Issuer covenants that prior to adopting a budget for.any
ensuing fiscal year it shall place In its proposed budget for such ensuing fiscal year aii amodRt necessary to pay the Finance Contract
Payments for such ensuing fiscal year, and that the final budget for each fiscal year shall sit aside and appropriate out of Ad Valorem
Taxes and other revenues and funds lawfully available therefore an amount sufficient to pay'the Finance Contract Payments, The
Issuer hereby agrees to assess and collect, a continuing direct annual Ad valorem Tax on at(taxable property within the boundaries
of the Issuer, within the limitations prescribed by law, at a rate from year to year sufficient 5r gether with such other revenues and
funds lawfuli available to the Issuer for the
Y payment of the Payments, t� provide funds'°each year to pay the Payments, full
allowance being made for delinquencies and costs of collection. Such taxes A- such revenues and funds In an amount sufficient to
make the Payments are pledged to GCC and GCC's successors and assigns for guch purpose as the same shall become due and
payable under this Finance Contract. ,y
(b) The Issuer waives all rights of set off, recouprjelntcounterclaim and abatement against GCC and GCC's
successors and assigns with respect to the amounts due under this`Flnancd Contract, and the Issuer's obligation to pay amounts due
under this Finance Contract is absolute and unconditional and not!i ro set-off, recoupment, counterclaim or abatement for any
reason whatsoever. :1
3. Deposit into the Payment Fund.
(a) Upon this Finance Contract taking effect the Issuer shall establish a Payment Fund, which shall be
maintained by the Issuer as long as any Payments are. unpaid .The Issuer hereby pledges the Payment Fund for the exclusive
purpose of securing the Payments and shall apply the fur)ds;;tbereln to the payment of Payments as such payments come due,
(b) Each year In which Payments some due, the Issuer shall, not later than the day preceding any such due
date,deposit into the Payment Fund, from the Issuer's maintenance and operations taxes or Other lawfully available funds(within the
limits prescribed by law) an amount sufficlerl!:tq make such payment, To the extent permitted by law, the Issuer hereby pledges its
maintenance and operations tax as security fo this obligation. To the extent required by the Texas Constitution the Issuer agrees
during each year of the term of this Finance Contract fo i ssess and collect annually a sufficient sum to pay the greater of(1) interest
on the debt created by this Finance Contract a sinking fund of at least two percent of the principal amount of such debt, or (2)
the payments required by Exhibit B,attached here 4,
(c) The Payeni fqnd shall be depleted at least once a year except for a carryover amount not to exceed one
twelfth (1/12)of the amount of the,Payme"ts expected to come due in the following year.
4. Taxes. The Issuer agreesi to directly pay all taxes, Insurance and other costs of every nature associated with its
ownership of the Property.
5. The Issuer's Covenants and Representations. The Issuer covenants and represents as follows:
(a) The Issuer will provide an opinion of its counsel to the effect that, it has full power and authority to enter
Into this Finance Contract which has been duly authorized, executed, and delivered by the Issuer and is a valid and binding obligation
enforceable in accordance with its terms, and all requirements for execution, delivery and performance of this Finance Contract have
been, or will be, complied with in a timely manner;
(b) All Payments hereunder for the current fiscal period have been duly authorized and will be paid when due;
(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 Finance Contract;
(d) The information supplied and statements made by the Issuer in any financial statement or current budget
prior to or contemporaneously with this Finance Contract are true and correct;
(e) The Issuer has complied or will comply with all bidding/proposal laws applicable to this transaction and the
purchase of the Property.
(f) No contract, rental agreement, lease-purchase agreement, payment agreement or contract for purchase
under the Act to which the Issuer has been a party at any time during the past ten (10)years has been terminated by the Issuer 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 the Issuer has issued during the past ten (10)years.
(g) The Issuer will pay the Contract Payment Due by check,wire transfer, or ACH only.
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GOVERNMENT CAPITAL
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6. Use and Licenses. The Issuer shall pay and discharge all operating and other expenses of every nature I
associated with its use of the Property. The Issuer shall obtain, at its expense, all registrations, permits and licenses, if any, required
by law for the installation and operation of the Property.
7. Maintenance. The Issuer agrees to be solely responsible for all maintenance and operating costs of every nature
associated with its ownership of the Property and the Issuer acknowledges that GCC or GCC's successors or assigns shall have no
responsibility for the payment of any such costs.
a. Damage to or Destruction of Property. The Issuer 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 the
Issuer from the obligation to pay the full amount of the payments or from any other obligation under this Finance Contract,
9. 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, IF ANY, ALL OF WHICH ARE
HEREBY ASSIGNED TO THE ISSUER, GCC 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. All such risks shall be borne by the Issuer without in any way excusing It from its obligations under this Finance
Contract, and GCC shall not be liable for any damages on account of such risks. All claims or actions on any warranty so assigned
shall be made or prosecuted by the Issuer, at its sole expense, upon prior written notice to GCC. GCC or Its assigns may, but shall r
have no obligation whatsoever to, participate in a claim on any warranty. Any recovery under such a warranty shall be made payable
jointly to both parties.
10. Evidence of Indebtedness and Security Agreement.
(a) An executed copy of this Finance Contract shall evidence the indqAtedness of the Issuer as provided herein
and shall constitute a security agreement pursuant to applicable law, with GCC, its succ ors r assigns as the secured party. The j
grants, lien, pledge and security interest of GCC, Its successors or assigns created ho� n s become effective immediately upon '
and from the Delivery Date, and the same shall be continuously effective for so to an, Finance Contract Payments are
outstanding.
(b) A fully executed copy of this Finance Contract and the proceed in uthorizIng same shall be kept at all
times and shall be filed and recorded as a security agreement among the p anent records of the Issuer. Such records shall be
open for inspection to any member of the general public and to any individual, , corp ation, governmental entity or other person z
proposing to do or doing business with, or having or asserting claims against the er all times during regular business hours,
(c) If, in the opinion of counsel to the Issuer o CC, Its s ssors or assigns, applicable law ever requires '
filings additional to the filing pursuant to subsection (h) of this s n i rder to preserve and protect the priority of the grants,
assignments, lien, pledge and security interest of GCC, Its succes o signs created herein as to all Payments, then the Issuer
shall diligently and regularly make such filings to the extent required w to accomplish such result.
11. Default and Remedies.
(a) Each of the following occurrences - vents fo he purpose of this Finance Contract Is hereby declared to
be an Event of Default;
(i) the failure to mak : en o ; Payment when the same becomes due and payable; or
(2) default In the per observance of any other covenant agreement or obligation of the j
Issuer, which default materially, adversely affects the rl o GCC or its successors or assigns, including, but not limited to, its ;I
prospect or ability to be repaid in accordantIWY
ith this Fin e Contract, and the continuation thereof for a period of 20 days after
notice of such default is given by GCC or anyors or assigns of GCC to the Issuer.
(b) Remedies for Defai.
(1) Upon the hning of any Event of Default, then and in every case GCC or its successors or
assigns, or an authorized representatve thereocluding, but not limited to, an attorney or trustee therefore, may proceed against
the Issuer for the purpose of proand eng the rights of GCC or Its successors or assigns under this Finance Contract, by
mandamus or other suit, action r s proceeding in equity or at law, in any court of competent jurisdiction, for any relief
permitted by law, including the s , per rmance of any covenant or agreement contained herein, or thereby to enjoin any act or
thing that may be unlawful or in vioLatio f any right of GCC or its successors or assigns or any combination of such remedies;
provided that none of such parties sW ave any right to declare the balance of the Finance Contract Payments to be immediately
due and payable as a remedy because of the occurrence of an Event of Default.
(2) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any
other available remedy, and no delay or omission to exercise any right or power occurring upon any Event of Default shall impair any
such right or power or be construed to be a waiver thereof and all such rights and powers may be exercised as often as may be
deemed expedient.
(c) Remedies Not Exclusive.
(1) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
under this Finance Contract or now or hereafter existing at law or In equity; provided, however, that notwithstanding any other J
provision of this Finance Contract, the right to accelerate the debt evidenced by this Finance Contract shall not be available as a
remedy because of the occurrence of an Event of Default.
12. Assignment. Without GCC's prior written consent, the Issuer will not either (a) assign, transfer, pledge,
hypothecate, grant any security interest in or otherwise dispose of this Finance Contract or the Property or any interest in this
Finance Contract or the Property; or (b) sublet or lend the Property or permit it to be used by anyone other than the Issuer or the
Issuer's employees and other authorized users. GCC may assign its rights, title and interest in and to this Finance Contract, and any
other documents executed with respect to this Finance Contract and/or grant or assign a security interest in this Finance Contract, in
whole or in part. Such successors and assigns of GCC shall have the right to further grant or assign a security Interest in this Finance i
Contract, as well as the rights to Payments hereunder, in whole or in part, to any third party. No assignment or reassignment of
GCC's rights,title or interest in this Finance Contract shall be effective with regard to the Issuer unless and until the Issuer shall have
received a copy of the document by which the assignment or reassignment is made, disclosing the name and address of such
assignee. The Issuer shall maintain written records of any assignments of the Finance Contract,
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13. Personal Property. The Property is and shall at all times be and remain personal property, and will not be f
considered a fixture to any real property. ((
14. GCC's Right to Perform for The Issuer. if the Issuer fails to make any payment or perform or comply with any
of its covenants or obligations hereunder, GCC or GCC's successors or assigns may, but shall not be required to, make such payment
or perform or comply with such covenants and obligations on behalf of the Issuer, and the amount of any such payment and the
expenses (including but not limited to reasonable attorneys' fees) incurred by GCC or GCC's successors or assigns In performing or
complying with such covenants and obligations, as the case may be, together with Interest thereon at the highest lawful rate under o
the State of Texas law,shall be payable by the Issuer upon demand.
15. Interest on Default. If the Issuer falls to pay any Payment specified herein within twenty(20) days after the due
date thereof, the Issuer shall pay to GCC or any successor or assigns of GCC, interest on such delinquent payment at the highest rate
allowed by Texas law.
16. Notices. Any notices to be given or to be served upon any party hereto In connection with this Finance Contract
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 mailing. Such notice shall be given to the parties at their respective addresses designated on the signature page of
this Finance Contract or at such other address as either party may hereafter designate.
17. Prepayment.
(a) The Issuer shall have the right, at its option, to prepay the f=inance Contract in whole, on any payment
date, in accordance with the Early Redemption Value stated on Exhibit B of the Contract. Any additional principal payments will be
applied to reduce the early redemption values as shown in Exhibit B to this Finance Contract.
(b) As condition precedent to the Issuer's right to make, and G or any successor or assigns of GCC's
obligation to accept, any such prepayment, GCC or any successor or assigns of GCC shal ve dually received notice at feast thirty
(30)days In advance of the Issuer's intent to exercise its option to prepay.
18. Continuing Disclosure. Specifically and without limitation, theVheidf
s to provide audited financial
statements, prepared by a certified public accountant not later than six (6) monthsothe end of each fiscal year. j
Periodic financial statements shall include a combined balance sheet as of the end of e , and a combined statement of
revenues, expenditures and changes In fund balances, from the beginning o#&he then fiscal year to the end of such period. These
reports must be certified as correct by one of the Issuer's authorized agents, he Iss r has subsidiaries, the financial statements
required will be provided on a consolidated and consolidation basis.
19. Tax Exemption.
(a) The Issuer certifies that It does not son ly anticipate more than $10,000,000 of "tax-exempt
obligations", including this Finance Contract will be issued by it an ny ordinate entities during the «Issue_Year>> calendar year.
Further, the Issuer designates this Finance Contract as "qualified t empt obligations" under Section 265 (b) 3 of the Internal
Revenue Code of 1986, as amended (the "Code") eligible If the exce -n contained in Section 265 (b) 3 (D) of the Code allowing
for an exception to the general rule of the Code which prove or a tots' disallowance of a deduction for interest expense allocable
to the carrying of tax exempt obligations.
(b) The Issuer hereby represe d c e is that the proceeds of this Finance Contract are needed at this
time to provide funds for the Issuer's purchase of th for which this Finance Contract was executed and delivered, as
specified in this Finance Contract; that (i) final disburse t o he proceeds of this Finance Contract will occur within three years
from the Delivery Date, (ii) substantial bindi obligations expend at least five (5) percent of the net proceeds will be incurred
within six months after the Delivery Date an a acquisition of such property will proceed with due diligence to completion; and
that, except for the Escrow Agreement, if a lic nd the Payment Fund, no other funds or accounts have been or will be
established or pledged to the payment of this F ce Contract.
(c) The Issuer will not ectly or indirectly take any action or omit to take any action, which action or
omission would cause the Finance act to conitute a "private activity bond" within the meaning of Section 141(a) of the Code.
(d) The Is er t take any action or fail to take any action with respect to the investment of the proceeds
of this Finance Contract or any nd of the Issuer, including amounts received from the investment of any of the foregoing,
that would cause this Finance Contracto an "arbitrage bond" within the meaning of such section 148 of the Code,
(e) There are er obligations of the Issuer which are sold at substantially the same time as the Finance
Contract, sold pursuant to the same plan of financing with the Finance Contract and are reasonably expected to be paid from
substantially the same source of funds as the Finance Contract.
(f) The Issuer will not take any action, or as the case may be, knowingly omit to take any action within its
control that, If taken or omitted, as the case may be, would cause the Finance Contract to be treated as "federally guaranteed"
obligations for purposes of Section 149(b)of the Code.
(g) The Issuer will take all necessary steps to comply with the requirement that certain amounts earned by
the Issuer on the investment of the "gross proceeds" of the Finance Contract (within the meaning of Section 148(f)(6)(B) of the
Code), if any, be rebated to the federal government. Specifically,the Issuer will (1) maintain records regarding the investment of the
gross proceeds of the Finance Contract as may be required to calculate and substantiate the amount earned on the investment of the
gross proceeds of the Finance Contract and retain such records for at least six years after the day on which the last outstanding
Finance Contract is discharged, (11) account for all gross proceeds under a reasonable, consistently applied method of accounting,
including any specified method of accounting required by applicable regulations to be used for all or a portion of the gross proceeds,
(iii) calculate, at such times as are required by applicable regulations, the amount earned from the investment of the gross proceeds
of the Finance Contract and (iv)timely pay all amounts required to be rebated to the federal government. In addition, the Issuer will
correct any errors within a reasonable amount of time thereafter, including payment to the federal government of any delinquent
amounts owed to it, including interest thereon and penalty, if any, as may be necessary or appropriate to assure that interest on the
Finance Contract is not includable in the gross income for federal income tax purposes,
(h) The Issuer will timely file with the Secretary of the Treasury of the United States the information required
by Section 149(e) of the Code with respect to the Finance Contract on such form and in such place as the Secretary may prescribe.
Notwithstanding any other provision of this Finance Contract, the Issuer's obligation under the covenants and provisions of this
Section 19 shall survive the defeasance and discharge of this Finance Contract,
Public Property Finance Act Contract for Cities S Counties 3
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20. Miscellaneous. j
(a) Time Is of the essence. No covenant or obligations hereunder to be performed by the Issuer are waived, I
except by the written consent of GCC or its successors or assigns. GCC's or its successors or assigns' rights hereunder are
cumulative and not alternative.
(b) This Finance Contract shall be construed In accordance with, and governed by the state of Texas laws.
(c) This Finance Contract 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 GCC and
the Issuer.
(d) Any term or provision of this Finance Contract found to be prohibited by law or unenforceable shall not
affect the legality the remainder of this Finance Contract. I
(e) 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 appropriate.
(f) The captions set forth herein are for convenience of reference only, and shall not define or limit any of the
terms or provisions hereof,
(g) Issuer agrees to equitably adjust the payments payable under this Finance Contract if there is a
determination by the IRS that the interest payable pursuant to this Finance Contract (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 GCC
and its assigns whole.
(h) Except as otherwise provided, this Finance Contract 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 Finance Contract.
(l) THIS CONTRACT IS EVIDENCE OF A PRIVATELY PLACED BAN AN IS NOT IN REGISTERED FORM, AND
MAY NOT BE TRANSFERRED TO BEARER, TRANSFERS OF THIS CONTRACT ARE NO, EG EKED ON BOOKS MAINTAINED FOR
THAT PURPOSE BY THE ISSUER.
(Signature p fo < s]
1�4 'd,
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IN WITNESS WHEREOF, the parties have executed this Finance Contract as of the day of _ in the year f
<<Present_Year».
Government Capital Corporation
Witness Signature _
Authorized Signature
345 Miron Dr. Print Name
Southlake,TX 76092
Print Title
The Issuer. 4ssuer>>
_ WitnessSig ure
«Issuer_Authorized_Signer», «Issuer_Authorized_Signer_Title>>
«Issuer_Physical_Address* Print Na
uIssuer_Physicai_City_State_Zipn
Print Title
Public Property Finance Act Contract for Cities&Counties 5
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EXHIBIT A
Public Property Finance Act Contract No.«Deal_Number>> (THE "FINANCE CONTRACT")
By And Between
Government Capital Corporation and the Issuer, <<Issuer>>
Dated as of <<AgreementContract_Date>
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QTY DESCRIPTION E
Personal Property Property Cost; $ Payback Period: <<Payrnent_Terms_CAPS_5_annual» Payments
«Issuer Equipment»
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PROPERTY LOCATION:
<<Equipment_property_location>>
aEquipment_Property_Location_address>>
uEqulpment_Property_Locatlon_City_State_Z>>
Public Property Finance Act Contract for Cities&Counties 6
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EXHIBIT B
F
>> SCHEDULE OF PAYMENTS & EARLY REDEMPTION VALUE <<
PUBLIC PROPERTY FINANCE ACT CONTRACT NO.«Deal,_Numberr> (THE"FINANCE CONTRACT`) a
BY AND BETWEEN
«Lender_Name» and the Issuer, «Issuer*
Schedule Dated as of«AgreementContract_Datev
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PMT PMT DATE TOTAL INTEREST PRINCIPAL EARLY REDEMPTION VALUE
NO. MO. DAY YR PAYMENT PAID PAID after pmt on this line
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Interest Rate:
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INCUMBENCY CERTIFICATE
Public Property Finance Act Contract No.«Deal Number» (THE "FINANCE CONTRACT")
By And Between
Government Capital Corporation and the Issuer, <<Issuer>>
Dated as of <<AgreementContract_Date>>
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I, 4ssuer_Secretary)>, do hereby certify that I am the duly elected or appointed and acting 4ssuer_Secretary_Titie» of
«Issuerx, Issuer, a political subdivision or agency of the State of Texas, duly organized and existing under the laws of the State of
«Issuer_State», that I or my designee have custody of the records of such entity, and that, as of the date hereof, the individual(s) i
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 Public Property Finance Act
Contract No.<<Deal_Number>>, between «Issuer» (the"Issuer")and Government Capital Corporation ("GCC'),
Name Title Signature
<Issuer_Authorized_Signer» «Issuer_Authorized_Signer_Title>>
IN WITNESS WHEREOF,I have duly executed this certificate hereto this day of «Present_Year>.
By:
«Iss S etary>>, <<Issuer_Secretary_Title>>
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[to be retyped on letterhead of the Issuer counsel] t
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Government Capital Corporation I
345 Miron Dr
Southlake, TX 76092
RE: Public Property Finance Act Contract No.«Deal�Number>
I have examined the Public Property Finance Act Contract No.«Deal_ b (the "Finance Contract"}
between the <<Issuer>> (the "Issuer") and Government Capital Corporation CC"). The Finance Contract
provides financing for the purchase by the «Issuer» of c °, in Property as Identified in the Finance
Contract and provides that the Issuer shall finance the Propert y king Payments as specified in the
Public Property Finance Act Contract No.«Deal_Number>
I have also examined other certificates and docum a. s s I have deemed necessary and appropriate
under the circumstances.
Based upon the foregoing examination, I a of t •inion that:
1. The Issuer Is a political subdivisio ncy of the State of Texas with the requisite power
and authority to Incur obligations, the ; rest on which is exempt from taxation by virtue of
Section 103(a) of the Interna nue Code of 1986, as amended;
2. The execution, delivery art= performance by the Issuer of the Finance Contract have been
duly authorized by -cessary ction on the part of the Issuer; and
3. The Finance ra constitutes a legal, valid and binding obligation of the Issuer
enforceable in accorda t ith its terms.
The opinion expressed above is solely for the benefit of the Issuer, GCC and/or its subsequent successors
or assigns.
Sincerely,
Attorney at Law
Public Property Finance Act Contract for Cities&Counties 9
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CERTIFICATE OF ACCEPTANCE
Public Property Finance Act Contract No.<<Deal_Number» (THE "FINANCE CONTRACT")
By And Between
Government Capital Corporation and the Issuer, <Issuer>> I
Dated as of<<AgreementContract_Date>>
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1. ACCEPTANCE: In accordance with the Finance Contract, the Issuer hereby certifies that all of the Property described herein (1)
has been received by the Issuer, (ii) has been thoroughly examined and inspected to the complete satisfaction of the Issuer, (iii) had
been found by the Issuer 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 the Issuer, (v) has been found to be and is wholly suitable for the Issuer's purposes, and (vi) is
hereby unconditionally accepted by the Issuer, in the condition received, for all purposes of this Finance Contract, (vii) the Issuer
herby authorizes GCC to Pay supplying vendor(s) all available sums due and payable in conjunction with the property described in
Exhibit A.
By The Issuer:
«Issuer_Authorized_Signer», <<IssuerAuthorized_Signer Title»
For The Issuer: <<Issuer»
ACCEPTED on this the day of , <<Pre nt_Year>.
(*) SIGNATURE REQUIRED ONL Y WHEN A CROW (GREEMENT"IS NOT USED
2. PROPERTY:
«Issuer Equipment», see Exhibit A herein.
3. USE: The primary use of the Property is as follows: (PL SE FILL OUT PRIMARY USE BELOW)
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4, INVOICING: Invoices shall bi0ft to the Kwin`gwaddress, including to whose attention invoices should be directed
«Issuer»
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«Send_Invoices_Tov
aTssuer_Mailirng_Address»
Issuer_Mailing_City_State_Zipx
Public Property Finance Act Contract for Cities&Counties 10