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HomeMy WebLinkAboutR-3550-2-18' RESOLUTION NO. 3550-2-18(R) A RESOLUTION OF THE CITY OF ALLEN, TEXAS, AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE -PURCHASE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; RESOLVING OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Allen, Texas (the "City"), a body corporate and politic existing under the laws of the State of Texas, is authorized by the laws of the State of Texas to purchase, acquire and lease personal property for the benefit of the City and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the City desires to purchase, acquire and lease certain equipment constituting personal property necessary for the City to perform essential governmental functions (the "Equipment"); and WHEREAS, in order to acquire the Equipment, the City proposes to enter into that certain Texas Municipal Lease -Purchase Agreement (the "Lease Agreement") by and between the City and Government Capital Corporation, a Texas corporation (or one of its affiliates) (the "Lessor"), ' substantially in the form and content attached hereto as Exhibit A and incorporated herein by reference as a part of this resolution for all purposes; and WHEREAS, the City Council of the City hereby finds and determines that the Lease Agreement should be approved and authorized to be executed at this time, together with any related agreements and documents; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS: SECTION 1. Approval of Documents. The Lease Agreement attached hereto as Exhibit A, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to benefit the City, and any related agreements and documents, are hereby authorized to be executed by the City Manager for and on behalf of the City and as the act and deed of this City Council; and such Agreement and related agreements and documents, as executed by said official shall be deemed approved by the City Council. SECTION 2. Other Actions Authorized. The City Manager, the Chief Financial Officer, the City Secretary and other officers and employees of the City are hereby authorized to take all action necessary or reasonably required by the parties to the Lease Agreement to carry out, give effect to and consummate the transactions ' contemplated thereby (including the execution and delivery of the Lease Agreement and any related documents and agreements, as contemplated in the Lease Agreement) and to take all action necessary in conformity therewith, including, without limitation, ' the execution and delivery of any closing and other documents required to be delivered in connection with the Lease Agreement. SECTION 3. Tax Levy. To provide for the payment of the "Debt Service Requirements" of the Lease, being (i) the interest on the Lease and (ii) a debt service account fund for their redemption at maturity or a debt service account of 2% (whichever amount is the greater) there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, sufficient to pay the Debt Service Requirements of the Lease as the same becomes due and payable; and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the payment of the Debt Service Requirements shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the principal of and interest on said Lease while Outstanding; full allowance being made for delinquencies and costs of collection; the taxes levied, assessed, and collected for and on account of the Lease shall be accounted for separate and apart from all other funds of the City and shall be deposited to the credit of the "Special Series 2018 Lease Payment Account" (the 'Debt Service Account") to be maintained at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Lease. SECTION 4. Covenants to Maintain Tax -Exempt Status. The City represents ' the acquisition of the equipment under the Lease Agreement is an exercise of the City's borrowing power and constitutes the financing of equipment to be used by the City for its government purposes. As provided in the Lease Agreement, the total amount of lease payments (the "Lease Payments") due Lessor under the Lease Agreement represent in part principal and interest as reflected in the schedule to the Lease Agreement (collectively the principal portion and interest portion of the Lease Payments being the "Payment Obligations") and with respect to such Lease Payments, the interest portion is to be excluded from gross income for federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended. Therefore, the City Council hereby covenants and agrees as follows: (a) Definitions. When used in this Section 4, the following terms have the following meanings: "Closing Date" means the date on which the Lease Agreement is executed and delivered to Lessor and funds are advanced for the Equipment. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations. r 113113n00a192952 Resolution No. 3550-2-18(R) ' "Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Lease Agreement. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. 'Nonpurpose Investment' means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Lease Agreement are invested and which is not acquired to carry out the governmental purposes of the Lease Agreement. 'Rebate Amount' has the meaning set forth in Section 1.148-1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. 'Yield' of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Payment Obligations has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Payment Obligation to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Payment Obligation, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as pennitted by section 141 of the Code and the Regulations and rulings thereunder and as provided in the Lease Agreement, the City shall at all times prior to the last date a Payment Obligation under the Lease Agreement is due and payable: (1) exclusively own, operate and possess all property the acquisition of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Lease Agreement, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the W611311XIMAM52 Resolution No. 3550.2.18(R) ' United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Lease Agreement or any property the acquisition of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and mlings thereunder, the City shall not use Gross Proceeds of the Lease Agreement to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be 'loaned" to a person or entity if: (1) property acquired with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the ' Code and the Regulations and rulings thereunder, the City shall not at any time prior to the termination of the Lease Agreement directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Payment Obligations. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Payment Obligations to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder with respect to the Bonds: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall ' retain all records of accounting for at least six years after the day on which the last Payment Obligation under the Lease Agreement is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Lease 606113113/[M[92952 Resolution No. 3550.2.18(R) ' Agreement with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with roles set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official record of proceedings relating to the approval and execution of the Lease Agreement until six years after the final Computation Date. (3) As additional consideration for the execution and delivery of the Lease Agreement by Lessor and the loan of the money represented thereby and in order to induce such loan by measures designed to insure the excludability of the interest on the Payment Obligations from the gross income for federal income tax purposes, the City shall pay to the United States out of available funds, as pennitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Lease Agreement equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the ' installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section L 148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the final Payment Obligation under the Lease Agreement is due and payable, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Payment Obligations not been relevant to either party. 0) Elections. The City hereby directs and authorizes the City Manager or Chief ' Financial Officer to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Lease Agreement, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. 606 1131 I.V1000192952 Resolution No. 3550-2-18(R) ' SECTION 5. Severability. If any provision of this Resolution or the application thereof to any circumstance shall be held to be invalid, the remainder of this Resolution and the application thereof to other circumstances shall nevertheless be valid, and the City Council of the City hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 6. Incorporation of Findings and Determinations. The findings and determinations of the City Council of the City contained in the preamble hereof are hereby incorporated by reference and made a part of this Resolution for all purposes as if the same were restated in full in this Section. SECTION 7. Public Meeting. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551 of the Texas Government Code, as amended. SECTION 8. Effective Date. This Resolution shall be effective immediately upon its approval and adoption. ' [remainder of page left blank intentionally] I 6 11311.AW00WN52 Resolution No. 3550-2- 1 8(R) ' DULY PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 13- DAY OF FEBRUARY 2018. ATTEST: Shelley Geor TRMC, City Secretary ' (CITY SEAL) 1 CITY OF ALLEN, TEXAS j25a= -4=� Stephen Terrell Mayor 611611311.3/1000192952 Signature Page to Resolution I EXHIBIT A (See attachment 611611311 MI"192952 A-1 ESCROW AGREEMENT ' MUNICIPAL LEASE -PURCHASE AGREEMENT No.8073 (THE "AGREEMENT") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Allen, Texas TAX ID 175-6004912 Dated as of February 13, 2018 THIS ESCROW AGREEMENT (the "Agreement") Is made and entered Into as of February 13, 2018 ("Agreement Date"), by and among Government Capital Corporation ("Lessor'), City Or Allen, Texas ("Lessee") and UMB BANK, N.A. ("Agent"). WITNESSETH: WHEREAS, Lessor and Lesaee have entered Into a certain Municipal Lease -Purchase Agreement dated as of February 13, 2018 (the "Lease'), pursuant to which the property more particularly described therein (the "Pmperty") will be leased to Me Lessee under the terms stated In the Lease; WHEREAS, Lessor and Lessee desire to make funding arrangements for the acquisition of the Property, and Agent agrees to serve as escrow agent for such funding and acquisition; NOW THEREFORE, in consideration of the mutual agreements and covenant herein contained and for other valuable consideration, Me parties hereby agree as follows: 1. Agent shall undertake the earn and obligations of escrow agent as set forth In this Agreement. Agent shall not be deemed M be a party to the Lease. 2. Lessor has delivered to Agent Me sum of $75,622.26 ("Escmw AmonmV) for deposit by Agent In Me City of Allen, Texas Escrow Account (Me "Fund'). The Fund will be administered by Agent pursuant to Me terms of this Agreement. 3, Deposits In the Fund shall be used to pay for Me acquisition of the Property. The Property may be acquired as Individual Items or as groups of items. Agent shall make disbursements from Me Fund In payment for the acquisition of each Item or group of Items of the Property promptly upon receipt of a properly executed Escrow Disbursement Request Farm, In the form attached hereto as "Schedule 1', for that porton of the acquisition of the Property for which payment is requested. Upon NII acquisition of an item or group of Items of Me Property, any remaining cost of such Item or group of Items shall be disbursed promptly by the Agent upon receipt of a properly executed Acceptance Certificate and a mm sponding Escrow Disbursement Request Form In the form attached hereto as "Schedule 1", for that Portion of the Property for which payment Is requested. Payment by Agent shall be to the payee shown on the Escrow Disbursement Request Form. 4. Agent will Invest Me Fund, as specified by Lessor, In general obligations of the United States or in obligations fully Insured by the United States or In certificates of deposit of a bank which is either fully Insured by an agency of the federal government or fully collateralized by such federal or federally guaanteed Obligations, or In noaood money market mutual funds registered with and regulated by the Securities and Exchange Commission that Includes In their Investment objectives the maintenance of a stable net asset value of $l for each share, or Money Market Mutual Funds registered under the Investment AM of 1940. Agent will retain In the Fund all earnings from Investment of the Fund until termination of the Fund pursuant to Section 5 harbor. Agent will be milted to sell or redeem any such Investments as necessary to make any disWbutions required under this Agreement and shall not be liable for any loss resulting from such sale or redemption, in the absence of written Investment direction from the Lesser, the Agent shall In and reinvest the amounts In the Fund In Money Market Mutual Funds registered under Me Investment Ad Of 1940. S. Upon execution of one or mare Acceptance Certificates by Lessee and payment of acquisition casts by Agent for all the Property (as confirmed In writing by the Lesser to the Escrow Agent), this Agreement and Me Funds shall terminate, and Agent shall transfer to Lessor all remaining sums In the Funtl. If not terminated earlier, this Agreement and the Fund shall terminate on July 31, 2018 ('Termination Date'). In this latter event, Interest accrued pursuant to investment of the Fund under the terms of Section 4 hereof and all remaining principal In the Fund shall be transferred by Agent to Lessor; Exhibit 'A" attached to the Lease shall thereupon be revised to delete any non -acquired portions of the Property and to substitute an amended amortization payment schedule to reflect Me reduced acquisition costs. 6. Lessor and Lessee may by written agreement between themselves remove the Agent, at any time and for any reason, and appoint a successor escrow agent. Such removal shall not be effective until thirty (30) days after written notice thereof If provided to Agent. 7. Agent may at any time and for any reason resign as escrow agent by giving written notice to Lessor and Lessee of Its Intention to resign and of the proposed date of resignation, which date shall be not less than thirty (30) days after giving Lessee and Lesser written notice of Intent to resign, nor less than thirty (30) days atter being appointed by Lessor and Lessee. Upon the effective date of any resignation, Me Escrow Agent shall deliver all cash and other property In the Fund to a successor escrow agent designated by Lesser, and If no successor has been appointed, shall deliver all such cash and other property to the Lessor and all obligations of Me Escmw Agent shall cease. S. Agent shall have no obligation under the terms of this Agreement to make any disbursement except from the Fund. Agent makes no warranties or representations as to the Property or as to performance of the obligations of Lessor or Lessee under this Agreement or the Lease. 9. Agent shall be entitled to rely in goad faith upon any documents signed by a party hereto and shall have no duty to Investigate the veracity of such documents. Agent (U may assume that any person giving notice pursuant to Me terms hereof is authorized to do so and (iD shall not be liable for good faith reliance thereon. Agent may consult with legal counsel In the event of any dispute or question as to the construction of any of the previsions hereof or Its duties hereunder, and, to Me extent It acts in good faith without negligence or willful misconduct, It shall be fully protected In acting In accordance with the opinion or Instructions of such counsel. The Agent shall not be liable for any act done or step taken or omitted by It or any mistake of fact or law, except for Its negligence or willful misconduct. The Lessor agree to Indemnity and save Agent harmless From all losses, casts, liabilities, actual damages, fees and expenses (Including, but not limited to, reasonable attorney's fees and expenses) suffered or incurred by Agent arising from the Performance of Its obligations under this Agreement ('Agts"), except such Acts as arise from or attributable to the negligence or willful misconduct of Agent. 30. To Me limited extent required to perfect the security Interest granted by Lessee to Lessor In the cash and negotiable instrument born Ume to time comprising Me Fund, Lesser hereby appoints the Agent as Its security agent, and the Agent hereby accepts Me appointment as security agent, and agrees to hold physical possession of such cash negotiable Inattuments on behalf of Lessor. 11. This Agreement may be amended by written agreement executed by all the parties. 12. This Agreement may be executed In several counterparts, each of which shall be an original. The parties hereto agree Me transactions ' described herein may be conducted and related documents may be stared by eleatronlc means. 13. Agent shall be entitled to fees and expenses for Its regular services as Agent as set forth In Its fee letter delivered t0 the Lessor and Lessee.. All of Me Escrow Agent's compensation, costs and expenses shall be cold by Me Lessee unless agreed to by Lessor. TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT (N8Q)- Page 11 19. In the event of any disagreement between the undersigned ar or any other person, resulting In adverse Claims and demands being made an the Fund, the Agent shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and In so refusing to make any delivery or other disposition of any money, papers or property involved or affectetl bereby, the Agent shall not be or become liable to the undersigned for Its refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse and refrain to act until: (a) the rights of the adverse claimants shall have been fully and finally adjudicated In a Court assuming and having Jurisdiction of the parties and money, papers and property Involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement and the Agent shall have been ratified thereof In writing, signed by all the interested parties. 15. The parties hereto agree that, for tax reporting purposes, all Interest or other Income, If any, attributable to the Escrowed Funds or any other amount held In escrow by the Escrow Agent pursuant to thls Agreement shall be allocable to the Lessor for credit to Lessee subject to the terms of this Agreement. The Lessor and Lessee agree to provide the Escrow Agent completed Forms W-9 (or Forms W -B, In the case of non -U.S. persons) and other terms and documents that the Escrow Agent may reasonably request (collectively, Tax Reporting Documentation") at the time of execution of this Agreement and any Information reasonably requested by the Escrow Agent to comply with the USA Patriot Act of 2001, as amended from time to Ume. The parties hereto understand that If such Tax Reporting Documentation Is not so certified to the Escrow Agent, the Escrow Agent may be required by the internal Revenue Cade, as It may be amended from time to time, to withhold a portion of any Interest or other Income earned on the Investment of monies or other property held by the Escrow Agent pursuant to this Escrow Agreement. IN WITNESS WHEREOF, Ne parties have executed this Agreement as of the date first written above. LESSOR: Government Capital Corporation BY. Authodzed Signer LESSEE: City of Allen, Texas Peter H. Vargas, Clry Manager AGENT: UMB BANK, N.A. BY: Agent Rep, Agent Rep Title TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT (NBQ)- Page 12 Escrow Disbursement Request Form — Instruction Sheet *** THE FOLLOWING FORM IS TO PAY YOUR VENDOR FROM THE ESCROW ACCOUNT*** To process the payment to your Vendor, please make sure to: 1) Print or make copies of the blank Escrow Disbursement Request Form if there are multiple disbursements. 2) Complete an Escrow Disbursement Request Form for each Vendor. ' 3) Attach a copy of your Vendor's Invoice(s). 4) Have the Authorized Siener sign the Disbursement Form in BOTH places as well as date the form at the bottom. 1 5) You can fax or e-mail the Disbursement Form to starttbegin the disbursement process; however, please send the original by regular mail to avoid delays. WNEN YOU ARE READY TO PAY YOUR VENDOR, PLEASE FOLLOW THE ABOVE PROCEDURES, AND SEND FORMS TO: Government Capital Corporation Atm.: Doc. Dept. 345 Miron Drive Southlake, TX 76092 Phone: 817.421-5400 Fax: 817-251-3208 docdeot(a)covcaD.com TEXAS MUNICIPAL LEASE -PURCHASE AGREEMEW (NBQ)- Page 13 1 EXHIBIT A DESCRIPTION OF PROPERTY TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT No.8073 (THE "AGREEMENT") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee, City of Allen, Texas Schedule dated as of February 13, 2018 QTY DESCRIPTION Motorcycles with ABS as follows: Three (3) 2018 Harley Davidson FLHP Motorcycle w/ABS H -D Parts & Accessories (emergency package, heated grips, center stand, etc.) Screamin Eagle Parts & Accessories (Stage -I air Intake, mufflers, ECM tuning, etc) PROPERTY LOCATION: 205 W McDermott Allen, TX 75013 TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT (NBQ)- Page 6 ' Harley-Davidson of Dallas Paul langfotd 004 Cartel 6presiway South Allen, TY 75013 Phone 214-4950259 Fax 77"S9WM naulerro'ltilna coon O.H. Far: City of Allen Purehaaing IXrvklm ReproN (of Omit 2017-0905 305 Century Pari Allen. TX 7W 13 214-W94 H5 W Quotation DATE 1011711017 Ou0bllon w1k1 unhl 2/28/0018 PrepeNNOy Shown Frock InttmoUont'. Tn9r.ITtinerohnt�thateMWOEOIuatl (ft. 1 12016 FLHP MWOrcyel.9 wl ARE I 11,099001 NO 1 17,099.00 1 H Papa A Accettmea 2,100.62 NO 2,700.62 (emergency ptei hotel grim. courser stand. do) 1 IntlellNlm of Putt A Avatuvlet 715 W NO 115.00 1 Slop SuNAe4 3000 NO 30.00 1 Scteamio Eagle Perls B Accettopet 1.034.60 NO 3,034.00 (Stags) me !Make, mufflers. ECM Must, etc) 1 heatltlon of Post A Accessories 33000 NO 330.00 1 shot Supii - ND 1 wiuury MNtenanca Pbgmm Syr (12 in an) 2.299.W NO 2 RKEW 1 Orb Yeer Ettenled WaTsly(HrTot) 09W NO 939.00 Wvmteta]Pratlel—roua 0 57W rWcb, I ... Ry ltlnap4 ar wtar and TAX RATE few on nhkb ll.a slut. iotas, wtmtk cents , sessions chimp, Nc.) SALES TAX Wvanirad NWe-In r1w b not n oxer ow -Right Pwahnµ and It rax. only 1. OTHER evFd of a4eyJn ler a nor In. pP Madel. TOTAL if you have any questions concerning this quotation, Paul Langford, 214 495 0259, Pao!@h101daH.u.mm THANK YM FOR YOUR BUSINE551 1 ESCROW AGREEMENT - SCHEDULE 1 ' MUNICIPAL LEASE -PURCHASE AGREEMENT 140.8073 (THE'AGREEMENT") BY AND BETWEEN Leaser, Government Capital Corporation and Lessee, City of Allen, Texas Dated as of February 13, 2018 1 1 ESCROW DISBURSEMENT REQUEST FORM UMB BANK, N. A., acting as escrow agent (the "Agent") under the Escrow Agreement dated as of February 13, 2018 (Escrow Date), by and among the Agent, Government Capital Corporation as Lessor and City of Allen, Texas as Lessee, Is hereby requested to pay to the Person or corporation designated below as Payee the sum set forth below In payment of the acquisition and installation costs of the property described below. The amount shown below Is due and payable under the Invoice of Payee with respect to the described property and has not formed the basis of any prior request for payment. PAYEE AMOUNT: DESCRIPTION OF PROPERTY: INVOICE a Indicate Method for Payment Disbursement: _Overnight Check s*• Melling Address: _ DATED: _Regular Mail Check _Wire Funds Wire Instructions: ("'•Please note that there might be a fee charged for overnight delivery. This fee will be deducted from the Escrow Balance before disbursement Is made.) Lessee: City of Allen, Texas By: Peter H. Vargas, City Manager Lessor. Government Capital Corporation By: Authcriied Signer ACCEPTANCE CERTIFICATE City of Allen, Texas as Lessee under that certain Municipal Lease -Purchase Agreement dated as of February 13, 2018 ('Agreement Date-) (the "Lease"), hereby acknowledges receipt in good condition of all the property described on the attached Vendor Involce(s), hereby accepts such property, and hereby certifies that Lessor has fully and satisfactorily performed all covenants and conditions to be performed by It under the Lease with regard to such property, that such property Is fully Insured in accordance with Section 10 of the Lease and that such property constitutes all or a portion of the Property as that term as defined In the Lease. Date: 2018. By Lessee: Peter H. Vargas, City Manager For Lessee: City of Allen, Texas TEXAS MUNICIPAL LEASE -PURCHASE AGREEMENT (NBQ)-- Page 14 I 1 1 Fa,m 8038 -GC Information Return for Small Tax -Exempt Govemmental Bond Issues, Leases, and Installment Sales (flee January amt) GMB No. 1545-0720 eepazlmMl of me TreanpV ► Under Internal Revenue Lode season 149(el 1 lacer swma 2 Issum's enpHgerkimll! IxvlrWnEe lflM City of Allen. Texas Contract No 8073) 7 5 1 6 0 0 4 9 1 2 a NumbsaMshe91(a P.O twvNmoil is not tlelwertE to slreN etlEmn ReenVauab 305 Cantu parkway 4 CkY, lower, a one office. eels. she LP coca 5 number fFor IMS Use ONy) Allen. T% 75013 jW e NameaMNkslonKpdolhc[ml5xryredeexaw OesgWMfanlil wnulsMlunlhela6 maY Mae lorn[xe idnmwMn > itlepMne msMerNOM[M Wbpa SepesenNM1ro Eric Cannan, F 214509-0627 • . Descriot(on of Obliaabons ec one: a shale issue fit ora cons I at return i I . Be Issue price of obligation(s) (ase instructions) . . . . . . . . . . as 575.622 26 b Issue date (single issue) or calendar date (consolidated). Enter date in mm/dd/yyyy formal (for and Consent example, 01/01/2009) (see instructions) ► Satiation, of issuer's nuroodrad npneemaMe erne Time or print name end trim 9 Amount of the reported obligation(s) on line Be that is: pospena sgna'as pale a For leases for vehicles . . . . . . . . . . . . . . . . . . . . . . Be S75.622 26 b For leases lot office equipment . . . . . . . . . . . . . . . 9b c For leases formal property . . . . . . . . . . . . .9c Use Only d For leases for other (see Instructions) . . . . . . . . . . . . . . . . . . 9d Fnm's ad0ess a e For bank loans for vehicles . . . . . . . . . . . . . . . . . 9e I For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . 9f g For bank bans for real property . . . . . . . . . . . . . . . . . . . . . . 9 h For bank bans for other (see instructions) . . . . . . . . . . . . . . . . . 91, I Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . 91 j Representing a loan tram the proceeds of another tax-exempt obligation (for example, bond bank) 9j If Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9k 10 It the Issuer has designated any issue under section 265(b)(3)(B)(f)(11I) (small issuer exception). check this box . . . . ► 11 If the issuer has elected to pay a penally In lieu of arbitrage rebate, check this box (see instructions) . . . . . . . ► 0 12 Vendor's or bank's name: Government La ilei Cor oration 13 Vendor's or bank's employer IOBn[ificagarh number: 7 5 2 4 6 2 t 6 0 General Instructions Code u reremnces ere la tee nfemat Revenue Code ankss ofhervnse noted. What's New The IRS has created a page on IRS.gov far information about the Form 8038 series; and its instructions, at www.Irs.Aav kworrama. Information about any future developments affecting the Form W38 series (such as legislation enacted alter we release ll) will be posted on that page. Purpose of Form Form 8038 -GC is used by the Issuers of tax. exempt governmental mmlal obligations 10 provide the IRS with the inlormaticn required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Issuers 01 lax -exempt govemrnenlal obligations with Issue prices of less than $100,000 must foe Form 8038 -GC. Issuers of a lax -exempt governmental obligation with an Issue price of $/00,000 or more must file Form 9038-G. Information Return lar Tax -Exempt Governmental Obligations. Sling a separate return for a sngla Issue. Issuers have the Mellon to file a separate Form 8038 -GC for any lax -exempt governmental obligation with an Issue once of less than $1 Wood An issuer of a tax-exempt bond used to finance construction expenddures must fib a separate Form 8038 -GC for each issue to give notice to the IRS that an election was made to pay a penally in lieu of arbllrage rebate (see the Ilse 11 Instructions) Piing a consolidated return for multiple Issues. For all tax-exempt governmental obligations with issue prices of less than $100,000 that are not reported on a separate Farm 803B -GQ an issuer must hie a consolidated information return Including all such Issues issued within the calendar year, Thus, an issuer may fJe a separate Form 8038 -GC for each of a number of small issues and report the remainder of araet issues issued during me calendar year on one consolidated Form 8038 -GC. However, It Me issue Is a construction issue, a separate Form SWg-GC must be Retl to give the IRS notice of the election to pay a penalty In lieu of arbitrage rebate. ria+. under IlmahCS el perry N, l debars that I kne seal ed! 114 mien b1E accm essr,mla ellMdea YH Momocro. and to the ban of M mand.130 ex!offirt Mr, ars,SI 9 nature thus ll'aM idem ale l(u verde 4RldlromM1101M n$'sD bsuedarenw ri MVm nlomnB ,0 OWrybpm dB nem, la UN peRa a) Me l lova.1.1.d seen, and Consent ' Of Peter H. Vargas City Idaroger Satiation, of issuer's nuroodrad npneemaMe erne Time or print name end trim Paid RnlYtyospre,re—rome pospena sgna'as pale Check 011 KIN Preparer seifcmpinyed Use Only Fimianamr a Firm's SNe Fnm's ad0ess a Moneno. General Instructions Code u reremnces ere la tee nfemat Revenue Code ankss ofhervnse noted. What's New The IRS has created a page on IRS.gov far information about the Form 8038 series; and its instructions, at www.Irs.Aav kworrama. Information about any future developments affecting the Form W38 series (such as legislation enacted alter we release ll) will be posted on that page. Purpose of Form Form 8038 -GC is used by the Issuers of tax. exempt governmental mmlal obligations 10 provide the IRS with the inlormaticn required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Issuers 01 lax -exempt govemrnenlal obligations with Issue prices of less than $100,000 must foe Form 8038 -GC. Issuers of a lax -exempt governmental obligation with an Issue price of $/00,000 or more must file Form 9038-G. Information Return lar Tax -Exempt Governmental Obligations. Sling a separate return for a sngla Issue. Issuers have the Mellon to file a separate Form 8038 -GC for any lax -exempt governmental obligation with an Issue once of less than $1 Wood An issuer of a tax-exempt bond used to finance construction expenddures must fib a separate Form 8038 -GC for each issue to give notice to the IRS that an election was made to pay a penally in lieu of arbllrage rebate (see the Ilse 11 Instructions) Piing a consolidated return for multiple Issues. For all tax-exempt governmental obligations with issue prices of less than $100,000 that are not reported on a separate Farm 803B -GQ an issuer must hie a consolidated information return Including all such Issues issued within the calendar year, Thus, an issuer may fJe a separate Form 8038 -GC for each of a number of small issues and report the remainder of araet issues issued during me calendar year on one consolidated Form 8038 -GC. However, It Me issue Is a construction issue, a separate Form SWg-GC must be Retl to give the IRS notice of the election to pay a penalty In lieu of arbitrage rebate. ria+.