HomeMy WebLinkAboutResolution No. 2014-067 CITY OF THE COLONY,TEXAS
RESOLUTION NO. 2014- apt
A RESOLUTION OF THE CITY OF THE COLONY,AUTHORIZING THE CITY
MANAGER TO EXECUTE A FINANCIAL AGREEMENT BETWEEN THE
CITY OF THE COLONY AND GOVERNMENT CAPITAL CORPORATION
("GCC") FOR THE PURPOSE OF FINANCING "VEHICLES AND RELATED
EQUIPMENT;" AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council has determined that it would be in the best interest
of citizens of The Colony to enter into a Financial Agreement with Government Capital
Corporation for the purpose of financing vehicles and related equipment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF THE COLONY, TEXAS:
Section 1. That the City Manager of the City of The Colony, Texas is hereby
authorized and empowered to execute a Financial Agreement with Government Capital
Corporation.
Section 2. That a true and correct copy of the Financial Agreement is attached
hereto and incorporated herein.
Section 3. That this resolution shall take effect immediately from and after its
passage.
PASSED AND APPROVED by the City Council of the City of The Colony,
Texas this 7th day of October, 2014.
V/
AK
J.- McCo y, Mayor
ity of The Colony, Tex..
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Christie Wilson, TRMC, City Secretary ,�`V
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AllhOgira
Jeff Moore City Attorney
PUBLIC PROPERTY FINANCE ACT CONTRACT
THIS Public Property Finance Act Contract No.6768 (hereafter referred to as the"Finance Contract") is dated as of October
7, 2014, by and between Government Capital Corporation, a Texas corporation (herein referred to as "GCC"), and the City of
The Colony, a political sub-division or agency of the State of Texas (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
from Various Vendors 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:
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 an amount necessary to pay the Finance Contract
Payments for such ensuing fiscal year and that the final budget for each fiscal year shall set aside and appropriate out of Ad Valorem
Taxes and other revenues and funds lawfully available therefor 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 all taxable property within the boundaries
of the Issuer, within the limitations prescribed by law, at a rate from year to year sufficient, together with such other revenues and
funds lawfully available to the Issuer for the payment of the Payments, to provide funds each year to pay the Payments, full
allowance being made for delinquencies and costs of collection. Such taxes and such revenues and funds in an amount sufficient to
make the Payments are pledged to GCC and GCC's successors and assigns for such purpose as the same shall become due and
payable under this Finance Contract.
(b) The Issuer waives all rights of set-off, recoupment, counterclaim and abatement against GCC and GCC's
successors and assigns with respect to the amounts due under this Finance Contract, and the Issuer's obligation to pay amounts due
under this Finance Contract is absolute and unconditional and not subject to set-off, recoupment, counterclaim or abatement for any
reason whatsoever.
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 funds therein to the payment of Payments as such payments come due.
(b) Each year in which Payments come 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 sufficient to make such payment. To the extent permitted by law, the Issuer hereby
pledges its maintenance and operations tax as security for this obligation. To the extent required by the Texas Constitution the
Issuer agrees during each year of the term of this Finance Contract to assess and collect annually a sufficient sum to pay the greater
of(1) interest on the debt created by this Finance Contract and a sinking fund of at least two percent of the principal amount of such
debt, or(2) the payments required by Exhibit B attached hereto.
(c) The Payment Fund 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 Payments expected to come due in the following year.
4. Taxes. The Issuer agrees 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 with all bidding/proposal laws applicable to this transaction and the purchase of
the Property.
•
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GOVERNMENT CAPITAL,
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Public Property Finance Act Contract 1
(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 o 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.
6. Use and Licenses. The Issuer shall pay and discharge all operating and other expenses of every nature
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.
8. 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
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 indebtedness of the Issuer as provided
herein and shall constitute a security agreement pursuant to applicable law,with GCC, its successors or assigns as the secured party.
The grants, lien, pledge and security interest of GCC, its successors or assigns created herein shall become effective immediately
upon and from the Delivery Date, and the same shall be continuously effective for so long as any Finance Contract Payments are
outstanding.
(b) A fully executed copy of this Finance Contract and the proceedings authorizing same shall be kept at all
times and shall be filed and recorded as a security agreement among the permanent records of the Issuer. Such records shall be
open for inspection to any member of the general public and to any individual, firm, corporation, governmental entity or other person
proposing to do or doing business with, or having or asserting claims against the Issuer, at all times during regular business hours.
(c) If, in the opinion of counsel to the Issuer or to GCC, its successors or assigns, applicable law ever requires
filings additional to the filing pursuant to subsection (b) of this section in order to preserve and protect the priority of the grants,
assignments, lien, pledge and security interest of GCC, its successors or assigns created herein as to all Payments, then the Issuer
shall diligently and regularly make such filings to the extent required by law to accomplish such result.
11. Default and Remedies.
(a) Each of the following occurrences or events for the purpose of this Finance Contract is hereby declared to
be an Event of Default:
(1) the failure to make ayment of the Payment when the same becomes due and payable; or
(2) default in the performance or observance of any other covenant agreement or obligation of the
Issuer, which default materially, adversely affects the rights of GCC or its successors or assigns, including, but not limited to, its
prospect or ability to be repaid in accordance with this Finance Contract, and the continuation thereof for a period of 20 days after
notice of such default is given by GCC or any successors or assigns of GCC to the Issuer.
(b) Remedies for Default.
(1) Upon the happening of any Event of Default, then and in every case GCC or its successors or
assigns, or an authorized representative thereof, including, but not limited to, an attorney or trustee therefore, may proceed against
the Issuer for the purpose of protecting and enforcing the rights of GCC or its successors or assigns under this Finance Contract, by
mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief
permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or
thing that may be unlawful or in violation of any right of GCC or its successors or assigns or any combination of such remedies;
provided that none of such parties shall have 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
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.
Public Property Finance Act Contract 2
12. Assignment. Without GCC's prior, written consent, the Issuer will not either (a) assign, transfer, pledge,
hypothecate, grant any security interest in or othervdise 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 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.
13. Personal Property. The Property is and shall at all times be and remain personal property, and will not be
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 in performing or complying with such covenants
and obligations, as the case may be, together with interest thereon at the highest lawful rate under the State of Texas law, shall be
payable by the Issuer upon demand.
15. Interest on Default. If the Issuer fails to pay any Payment specified herein within twenty (20) days after the due
date thereof, the Issuer shall pay to 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 Finance Act 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 GCC's obligation to accept, any such
prepayment, GCC shall have actually received notice at least thirty (30) days in advance of the Issuer's intent to exercise its option
to prepay.
18. Continuing Disclosure. Specifically and without limitation, the Issuer 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 the Issuer's authorized agents. If the Issuer has subsidiaries, the financial statements
required will be provided on a consolidated and consolidation basis.
19. Tax Exemption.
(a) Issuer acknowledges and agrees that the Payments have been calculated by GCC assuming that the
interest portion of each Payment is exempt from Federal Income Taxation. Issuer represents, warrants and covenants that it will do
or refrain from doing all things necessary or appropriate to insure that the interest portion of the Payments is exempt from Federal
Income Taxation, including, but not limited to, executing and filing all information statements required by Section 149(e) of the
Internal Revenue Code of 1986, as amended, and timely paying, to the extent of available funds, amounts required to be rebated to
the United States pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended.
(b) The Issuer hereby represents and covenants that the proceeds of this Finance Contract are needed at this
time to provide funds for the Issuer's purchase of the property for which this Finance Contract was executed and delivered, as
specified in this Finance Contract; that (i) final disbursement of the proceeds of this Finance Contract will occur within three years
from the Delivery Date, (ii) substantial binding obligations to expend at least five (5) percent of the net proceeds will be incurred
within six months after the Delivery Date and (iii) the acquisition of such property will proceed with due diligence to completion; and
that, except for the Escrow Agreement, if applicable, and the Payment Fund, no other funds or accounts have been or will be
established or pledged to the payment of this Finance Contract.
(c) The Issuer will not directly or indirectly take any action or omit to take any action, which action or
omission would cause the Finance Contract to constitute a "private activity bond" within the meaning of Section 141(a)of the Code.
(d) The Issuer will not take any action or fail to take any action with respect to the investment of the proceeds
of this Finance Contract or any other funds of the Issuer, including amounts received from the investment of any of the foregoing,
that would cause this Finance Contract to be an "arbitrage bond"within the meaning of such section 148 of the Code.
(e) There are no other 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 (i) 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, (ii) 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
Public Property Finance Act Contract 3
amounts owed to it, includinginterest thereon and penalty, if any, as maybe necessaryorappropriate 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.
20. Miscellaneous.
(a) Time is of the essence. No covenant or obligations hereunder to be performed by the Issuer are waived,
except by the written consent of GCC or its successors or assigns. GCC's or its successors or assigns' rights hereunder are
cumuiative 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.
(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. t}
1 � r`
IN WITNESS WHEREOF, the parties have executed this Finance Contract as of theI U` day of • . ' in the year 2014.
Government Capital /• ••/ation
Keith Miller
Director of
Ai/ Operations /� ,
Witness Signature( . i 110Art-'
Authorized Signa re y� i i A ;s�
345 Miron Dr. Print Name I"�Uk2�
Southlake, TX 76092 MiYl
Print Title l (�tJ !
The Issuer: City of The Colony
r.
te - .--.,11' I
Witness Signat e �L id :-A-g ( )).)
Tro 'o - I, City Manager , q
6 .. Main Street Print Name �/l�ISIEC 40i
The Colony, TX 75056-1133 ‹_ -----e-47./4,/).
Print Title
Public Property Finance Act Contract 4
EXHIBIT A
DESCRIPTION OF PROPERTY
PUBLIC PROPERTY FINANCE ACT CONTRACT NO.6768 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Government Capital Corporation and the Issuer, City of The Colony
Dated as of October 7, 2014
QTY DESCRIPTION
Personal Property Property Cost: $ 935,000.00 Payback Period: Ten (10) Annual Payments
Vehicles and Heavy Equipment
One (1) 16 yard Dump Truck
One (1) Trackhoe
One (1) Backhoe
One (1) Fire Staff Vehicle
One (1) Ambulance
Six (6) Police Vehicles
One (1) Pickup
PROPERTY LOCATION:
6800 Main Street
The Colony, TX 75056-1133
Public Property Finance Act Contract 5
EXHIBIT B
>> SCHEDULE OF PAYMENTS & EARLY REDEMPTION VALUE <<
Public Property Finance Act Contract No.6768 ("THE FINANCE CONTRACT")
BY AND BETWEEN
Government Capital Corporation and the Issuer, City of The Colony
Schedule dated as of October 24, 2014
PMT PMT DATE TOTAL INTEREST PRINCIPAL EARLY REDEMPTION VALUE
NO. MO. DAY YR PAYMENT PAID PAID after pmt on this line
1 8/1/2015 $112,164.63 $26,318.30 $85,846.33 N/A
2 8/1/2016 $112,164.63 $30,621.65 $81,542.98 N/A
3 8/1/2017 $112,164.63 $27,681.10 $84,483.53 N/A
4 8/1/2018 $112,164.63 $24,634.51 $87,530.12 N/A
5 8/1/2019 $112,164.63 $21,478.05 $90,686.58 $514,415.32
6 8/1/2020 $112,164.63 $18,207.77 $93,956.86 $417,425.94
7 8/1/2021 $112,164.63 $14,819.55 $97,345.08 $317,575.38
8 8/1/2022 $112,164.63 $11,309.16 $100,855.47 $214,779.22
9 8/1/2023 $112,164.63 $7,672.17 $104,492.46 $108,950.58
10 8/1/2024 $112,164.63 $3,904.04 $108,260.59 $0.00
Grand Totals $1,121,646.30 $186,646.30 $935,000.00
Interest Rate: 3.606%
Public Property Finance Act Contract 6
INCUMBENCY CERTIFICATE
PUBLIC PROPERTY FINANCE ACT CONTRACT NO.6768 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Government Capital Corporation and the Issuer, City of The Colony
Dated as of October 7, 2014
I, Christie Wilson do hereby certify that I am the duly elected or appointed and acting City Secretary, of City of The Colony,
Issuer, a political subdivision or agency of the State of Texas, 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 Public Property Finance Act Contract No.6768, between City of The
Colony (the"Issuer") and Government Capital Corporation ("GCC").
Name Title Signature
Troy Powell City Manager
IN WITNESS WHEREOF, I have duly executed this certificate hereto this /� day of '1.-41..X/ 2014.
By: ed_A-D
Christie Wilson, City Secretary
Public Property Finance Act Contract 7
CERTIFICATE OF ACCEPTANCE
PUBLIC PROPERTY FINANCE ACT CONTRACT NO.6768 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Government Capital Corporation and the Issuer, City of The Colony
Dated as of October 7, 2014
1. ACCEPTANCE: In accordance with the Finance Contract, the Issuer hereby certifies that all of the Property described herein (i)
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:
Troy Po• - Manager
FOR THE ISSUER: City of The Colony 'A
ACCEPTED on this the 16.4-k day of Q0. ±fiber , 2014.
(*) SIGNATURE REQUIRED ONLY WHEN AN "ESCROW AGREEMENT"IS NOT USED
2. PROPERTY:
Vehicles and Heavy Equipment, see Exhibit A herein.
3, USE: The primary use of the Property is as follows: (PLEASE FILL OUT PRIMARY USE BELOW)
S. 4 L (1)(4/Pi✓1 eN�_
4. INVOICING: Invoices shall be sent to the following address, including to whose attention invoices should be directed:
City of The Colony
Attn.: David Cranford, Director of Finance
P. 0. Box 158
The Colony,TX 75056-1133
Public Property Finance Act Contract 9
BROWN & HOFMEISTER, L.L.P. 7740East
asCampbell Road
00
Richardson,Texas 75081
JEFFREY L.MOORE Telephone: (214)747-6100
(214)747-6109 Telecopier: (214)747-6111
jmoore@bhlaw.net www.bhlaw net
September 26, 2014
Government Capital Corporation
345 Miron Drive
Southlake, Texas 76092
RE: Public Property Finance Act Contract No. 6768
I have examined the Public Property Finance Act Contract No.6768, (the "Finance
Contract") between the City of The Colony, Texas (the "Issuer") and Government Capital
Corporation ("GCC"). The Finance Contract provides financing for the purchase by the City of
The Colony of certain Property as identified in the Finance Contract and provides that the Issuer
shall finance the Property by making Payments as specified in the Public Property Finance Act
Contract No. 6768.
I have also examined other certificates and documents as I have deemed necessary and
appropriate under the circumstances.
Based upon the foregoing examination, I am of the opinion that:
1. The Issuer 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,
as amended;
2. The execution, delivery and performance by the Issuer of the Finance Contract
have been duly authorized by all necessary action on the part of the Issuer; and
3. The Finance Contract constitutes a legal, valid and binding obligation of the
Issuer enforceable in accordance with its terms.
The opinion expressed above is solely for the benefit of the Issuer, GCC and/or its
subsequent successors or assigns.
•
cerely yours,
4.141,
Ape
Jeffr- L. oore
Attorn-. - at Law
JLM:sn
Cc: Mr. David Cranford
City of The Colony
6800 Main Street
The Colony, Texas 75056-1133
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720
Department of the Treasury See separate instructions.
Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC.
Part I Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
City of The Colony 75-1570670
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
David Cranford,Director of Finance 972-624-3103
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
P.O.Box 158 I3f' r '
6 City,town,or post office,state,and ZIP code 7 Date of issue
The Colony,TX 75056-1133 10-24-2014
8 Name of issue 9 CUSIP number
Contract No.6768 None
boa Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
Instructions) employee shown on 10a
David Cranford,Director of Finance 972-624-3103
Part II Type of Issue (enter the issue price)..See the instructions and attach schedule.
11 Education 11
12 Health and hospital 12
13 Transportation 13
14 Public safety 14
15 Environment(including sewage bonds) 15
16 Housing 16
17 Utilities 17
18 Other.Describe ► Vehicles and Heavy Equipment 18 $935,000 00
19 If obligations are TANs or RANs, check only box 19a ► ❑ f v ,'.wx w4 .:y
If obligations are BANs, check only box 19b ► ❑ rt h ** : at(124
20 If obligations are in the form of a lease or installment sale check box ► ❑✓ O' 0`Y_ fF�;0: t ` ��
All,WW
Part III Description of Obligations. Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield
price at maturity average maturity
21 08-01-2024 $ 935,000.00 $ 935,000.00 10 years 3.606 %
Part IV Uses of Proceeds of Bond Issue(including underwriters'discount)
22 Proceeds used for accrued interest 22 N/A
23 Issue price of entire issue(enter amount from line 21, column(b)) 23 N/A
24 Proceeds used for bond issuance costs(including underwriters'discount). 24 N/A
25 Proceeds used for credit enhancement 25 N/A
26 Proceeds allocated to reasonably required reserve or replacement fund 26 N/A G $_
27 Proceeds used to currently refund prior issues 27 N/A
28 Proceeds used to advance refund prior issues 28 N/A
29 Total(add lines 24 through 28) 29 N/A
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 N/A
Part V Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► N/A years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) ► N/A
34 Enter the date(s)the refunded bonds were Issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35
36a •Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract yn #f
(GIC)(see instructions) 36a
b Enter the final maturity date of the GIC► -''I
T'i+�t7'
c Enter the name of the GIC provider► '^T�>xr:
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans ''sy.-,_ _.
to other governmental units 37
38a If this issue is a loan made from the proceeds of another tax-exempt Issue, check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation►
d Enter the name of the issuer of the master pool obligation►
39 If the issuer has designated the issue under section 265(b)(3)(B)(0(III)(small issuer exception),check box . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
41a If the issuer has identified a hedge, check here IN. ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge►
d Term of hedge 0-
42
42 If the issuer has superintegrated the hedge, check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this Issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here► ❑ and enter the amount
of reimbursement 10-
b
b Enter the date the official intent was adopted►
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they ar:true,correct,and .•mplete.I further declare that I consent to the IRS's disclosure of the issuer's return ii iform on,a ne essary to
and process his ret o the person thave authorized above. .. (0 11) CRM)
Consent /0/16/16/i( Tri y- eli,Director of Finance
Signatur:o ' suer's authorize.,representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date check ❑ if PTIN
self-employed
Preparer
Use Only Firm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-G(Rev.9-2011)