HomeMy WebLinkAboutResolution No. 2008-84RESOLUTION NO. R2008-84
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FRIENDSWOOD, TEXAS, AUTHORIZING THE MAYOR TO
EXECUTE A FINANCING AGREEMENT BY AND BETWEEN
THE CITY AND GOVERNMENT CAPITAL CORPORATION
FOR THE PURCHASE OF TWO FIRE PUMPER TRUCKS AND A
GRADALL EXCAVATOR FOR THE CITY.
WHEREAS, the City Council of the City of Friendswood, Texas (the "City") desires to
enter into that certain Financing Agreement, by and between Government Capital Corporation
and the City for the purpose of procuring 2 fire pumper trucks and a Gradall excavator.
WHEREAS, the City Council further desires to designate this Agreement as a "qualified
tax exempt obligation" of the City pursuant to the provisions Section 265 (b) (3) of the Internal
Revenue Code of 1986, as amended and to designate its Mayor as a person authorized to sign the
Agreement; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD,
TEXAS:
Section 1. That the Mayor is hereby authorized to execute a Financing Agreement by
and between the City of Friendswood, Texas and Government Capital Corporation for the
purchase of two fire pumper trucks and a Gradall excavator for the City, in substantially the
same form as Exhibit "A" attached hereto and made a part hereof for all purposes.
Section 2. That said Financing Agreement shall be designated by the City as a
"qualified tax exempt obligation," pursuant to the provisions of Section 265 (b) (3) of the Internal
Revenue Code of 1986, as amended.
PASSED, APPROVED AND RESOLVED, this the 3rd day of November 2008.
ATT T:
D loris McKenzie, TRMC
City of Friendswood
J
David J. . Smith
Mayor
�OF FR1Eq/��$
C O
V C
OF
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PUBLIC PROPERTY FINANCE ACT CONTRACT
DATED
November 3, 2008
CITY OF FRIENDSWOOD
"YOUR PUBLIC FINANCE PARTNER"
345 Miron Drive
Soathlake, TX 76092
800.883.1199
www.governmentcapital.com
G- VERNM EMIT ICA, KTA, L
November 13, 2008
David J.H. Smith, Mayor
City of Friendswood
910 South Friendswood Drive
1;>oKATE OFFICE
Friendswood, TX 77546
345 MIRON DRIVE
SOUTHLAKE, Tx 76092
RE: Public Property Finance Act Contract No. 5072, dated as of November 3, 2008, by
817 421 5400
and between the City of Friendswood and Government Capital Corporation.
FAX 817 488 8477
Dear David J.H. Smith:
P?LG.!QNAL OFFICES Please be advised that Government Capital Corporation has assigned all its right, title and interest in
the Contract, and the right to receive payments thereunder to SOUTHSIDE BANK.
303 HIGHWAY 51 SOUTH
Notification
BROOKHAVEN, MS 39601 Sign all three (3) letters. Return two (2) in the envelope provided and keep one (1) for your
601 823 6000 records. The purpose of this letter is to inform you that your Public Property Finance Act
Contract has been placed with Southside Bank.
FAX 601 823 6009
Executed Public Property Finance Act Contract
3106 LAKEFIELD WAY This is your copy for your records.
SUGAR LAND, TX 77479 Payments
281 565 6545 Payments 1 through 8, due under the Contract should be made to Southside Bank, 1201
Beckham Post Office Box 1079, Tyler, TX 75710. Additional payment information is in the
FAX 281 491 7820 Public Property Finance Act Contract, Exhibit B.
2384 HIGHWAY 59 EAST Sincerely,
BEEVILLE, TX 78102
� 361 362 2760
FAX 361 362 2763 Monica McNeely
Post -Closing Coordinator
ACKNOWLEDGED AND ACCEPTED:
CITY OF FRI D OOD
Signed By.
Title: M R!� (D
Print Name: Y� 1 " t i SM
Date: i Z Iq (05,
"YOUR PUBLIC FINANCE PARTNER"
PUBLIC PROPERTY FINANCE ACT CONTRACT
THIS Public Property Finance Act Contract No.5072 (hereafter referred to as the "Finance Contract") is dated as of
November 3, 2008, by and between Government Capital Corporation, a Texas corporation (herein referred to as "GCC"), and
the City of Friendswood, 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 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.
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
Maintenance 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 Maintenance 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, 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, 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.
(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.
S. 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.
(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.
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.
Public Property Finance Act Contract Pledge of Payment Fund for Cities & Counties
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 payment 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 60 days after
notice of such default is given by the Bank 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.
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
students and other authorized users. GCC may assign its rights, title and interest in and to this Finance Contract, the Property and
any other documents executed with respect to this Finance Contract and/or grant or assign a security interest in this Finance Contract
and the Property, 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 and the Property, 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 or the Property 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.
Public Property Finance Act Contract Pledge of Payment Fund for Cities & Counties
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 thirty (30) 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 or in part, 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. The Issuer shall have the right,
at its option, to prepay the Finance Act Contract in full on any scheduled payment date plus the early redemption value as shown in
Exhibit B.
(b) As condition precedent to the Issuer's right to make, and the Lender's obligation to accept, any such
prepayment, the Lender 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) The Issuer certifies that it does not reasonably anticipate more than $10,000,000 of "tax-exempt
obligations," including this Finance Contract will be issued by it and any subordinate entities during the 2008 calendar year. Further,
the Issuer designates this Finance Contract as "qualified tax exempt obligations" under Section 265 (b) 3 of the Internal Revenue
Code of 1986, as amended (the "Code") eligible for the exception contained in Section 265 (b) 3 (D) of the Code allowing for an
exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the
carrying of tax exempt obligations.
(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 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 `inancing 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
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 Pledge of Payment Fund for Cities & Counties
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 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.
(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) 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.
IN WITNESS WHEREOF, the parties have executed this Finance Contract as of theday of���� in the year 2008.
Gove h nt Capital Co oration
I!� l� Co
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Authlbrized `Signature
345 Miron Dr.
Southlake, TX 76092 f—
The Is er: City of Friendswood
David J.H. Smith, Mayor
910 South Friendswood Drive
Friendswood, TX 77546
Marti [larger
Director of Witness Si
Operations
Print Nami
Print Title
Witness Signature
Print Namef_iS�i�/
Print Title
F it,
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Public Property Finance Act Contract Pledge of Payment Fund for Cities & Counties
EXHIBIT A
DESCRIPTION OF PROPERTY
PUBLIC PROPERTY FINANCE ACT CONTRACT NO. 5072 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Government Capital Corporation and the Issuer City of Friendswood
Dated as of November 3, 2008
QTY DESCRIPTION
Personal Property Property Cost $ 1,133,460.00
Pumpers and Grader
Two (2) Pumpers
One (1) Grader
Payback Period Eight (8) Annual Payments
PROPERTY LOCATION:
Public Works Fire Station Fire Station
1306 Deepwood 1000 South Friendswood Drive, 131 Woodlawn
Friendswood, TX 77546 Friendswood, TX 77546 Friendswood, TX 77546
Public Property Finance Act Contract Pledge of Payment Fund for Cities & Counties
5
EXHIBIT B
>> SCHEDULE OF PAYMENTS & EARLY REDEMPTION VALUE <<
PUBLIC PROPERTY FINANCE ACT CONTRACT NO. 5072 (THE "FINANCE CONTRACT')
BY AND BETWEEN
Government Capital Corporation and the Issuer City of Friendswood
Dated as of November 3, 2008
PMT PMT DATE TOTAL INTEREST PRINCIPAL EARLY REDEMPTION VALUE
NO. MO. DAY YR PAYMENT PAID PAID after pmt on this line
1 03/15/09
$171,547.01
$20,605.06
$150,941.95
N/A
2 10/15/09
$171,547.01
$28,956.63
$142,590.38
N/A
3 10/15/10
$171,547.01
$41,642.63
$129,904.38
N/A
4 10/15/11
$171,547.01
$35,202.12
$136,344.89
$583,523.61
5 10/15/12
$171,547.01
$28,442.30
$143,104.71
$436,484.59
6 10/15/13
$171,547.01
$21,347.34
$150,199.67
$283,269.93
7 10/15/14
$171,547.01
$13,900.61
$157,646.40
$123,620.26
8 10/15/15
$128,812.31
$6,084.69
$122,727.62
$0.00
****This Schedule is subject to current Market Indexing if Funding occurs 14 days after Proposal Date****
/ r,r
Accepted by the Issuer: K
David J.H. Smith, Mayor
Public Property Finance Act Contract Pledge of Payment Fund for Cities & Counties 6
INCUMBENCY CERTIFICATE
PUBLIC PROPERTY FINANCE ACT CONTRACT NO. 5072 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Government Capital Corporation and the Issuer City of Friendswood
1. I, Deloris McKenzie (NAME), do hereby certify that I am the duly elected or appointed and acting City Secretary
(TITLE), of City of Friendswood, 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.5072,
between City of Friendswood (the "Issuer") and Government Capital Corporation ("GCC").
Name Title Signature
David J.H. Smith Mayor , /
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto thisk_,�
day of 01 2008.
By: ,
eloris McKenzie, Cit Secre ary
OF
Public Property Finance Act Contract Pledge of Payment Fund for Cities & Counties 7
OLSON & OLSON L.L.P.
ATTORNEYS AT LAW
WORTHAM TOWER, SUITE 600
2727 ALLEN PARKWAY
HOUSTON, TEXAS 77019
November 6, 2008
Government Capital Corporation
345 Miron Drive
Southlake, TX 76092
Re: Public Property Finance Act Contract No. 5072
Gentlemen:
We have examined the Public Property Finance Act Contract No, 5072 (the
"Finance Contract), between the City of Friendswood, Texas (the "Issuer"), and
Government Capital Corporation ("GCC"). The Finance Contract provides financing for
the purchase by the Issuer 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. 5072.
I have also examined other certificates and documents as we deem necessary and
appropriate under the circumstances.
Based upon the foregoing examination, we are of the opinion that:
1. The Issuer is a political subdivision 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, uelivery, 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.
Very truly yours,
OLSON & OLSON, L.L.P.
Robert L. G rvais
Attorneys fo he C' of
Friendswood, Texas
TELEPHONE (713) 533-3800 FACSIMILE (713) 533-3888
CERTIFICATE OF ACCEPTANCE
PUBLIC PROPERTY FINANCE ACT CONTRACT NO. 5072 (THE "FINANCE CONTRACT")
BY AND BETWEEN
Government Capital Corporation and the Issuer City of Friendswood
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 vendors) all available sums due and payable in conjunction with the property described in
Exhibit A.
BY THE ISSUER:
1 i 1 r 'ti7
David J.H. Smith, Mayor
FOR THE ISSUER: City of Friendswood
ACCEPTED on this the J day of t�w�-V-4\- �A""" , 2008.
SIGNATURE REQUIRED ONLY WHEN AN "ESCROW AGREEMENT" IS NOT USED
2. PROPERTY:
Two (2) Pumpers and One (1) Grader, see Exhibit A herein.
3. USE: The primary use of the Property is as follows: l V5E
4. INVOICING: Invoices shall be sent to the following address, including to whose attention invoices should be directed:
City of Friendswood
Attention: Cindy Edge
Post Office Box 1288
Friendswood, TX 77546
Public Property Finance Act Contract Pledge of Payment Fund for Cities & Counties
RESOLUTION #
A RESOLUTION REGARDING A FINANCE CONTRACT FOR THE
PURPOSE OF PROCURING "PUMPERS AND GRADER':
WHEREAS, contingent upon the approval of the Attorney of City of Friendswood (the "Issuer"), the Issuer
desires to enter into that certain Finance Contract No. 5072, by and between the Issuer and Government
Capital Corporation ("GCC") for the purpose of financing 'Pumpers and Grader". The Issuer desires to
designate this Finance Contract as a "qualified tax exempt obligation" of the Issuer for the purposes of
Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended.
NOW THEREFORE, BE IT RESOLVED BY CITY OF FRIENDSWOOD:
Section 1. That the Issuer will enter into a Finance Contract with GCC for the purpose of
financing "Pumpers and Grader".
Section 2. That the Finance Contract dated as of November 3, 2008, by and between the City of
Friendswood and GCC is designated by the Issuer 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 Issuer will designate David J.H. Smith, Mayor, as an authorized signer of
the Finance Contract dated as of November 3, 2008, by and between the City of Friendswood and GCC.
PASSED AND APPROVED by the Board of the City of Friendswood in a meeting held on the day of
vi,89)1_, 2008.
ISSUER: Ci of Friendswood
David J.H. Smith, Mayor
Witness Signature
D oris McKenzie, City Secretary
FRIEIyI) 0,O
t�
v
s►T P�
'arE OF
Public Property Finance Act Contract Pledge of Payment Fund for Cities 6 Counties 10
GOVERNMENT CAPITAL CORPORATION
CORPORATE OFFICES
345 MIRON DRIVE
SOUTHLAKE. TEXAS 76092
817 421 5400