HomeMy WebLinkAboutRES 14-130RESOLUTION NO.14 -130
WHEREAS, bids were solicited for financing terms and interest rates for five (5) and
three (3) year terms to finance up to $5,000,000 for equipment and vehicle purchases for
the Water Utilities Department, Solid Waste Division, Fire Department and Public Works
Department as described in Exhibit "A" attached hereto; and,
WHEREAS, Wells Fargo Bank submitted a bid for a financing agreement at the
fixed interest rate of 1.46% for a five (5) year term; and,
WHEREAS, City Council is of the opinion that the bid submitted by Wells Fargo
Bank should be accepted;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the statements and findings set out in the preamble to this resolution are hereby, in
all things, approved and adopted; and,
THAT the bid submitted by Wells Fargo Bank for a financing agreement at a fixed
interest rate of 1.46% for a five (5) year term to finance equipment and vehicle purchases
for the Water Utilities Department, Solid Waste Division, Fire Department and Public
Works Department, be accepted by the City of Beaumont; and,
BE IT FURTHER RESOLVED THAT the City Manager be and he is hereby
authorized to execute a financing agreement with Wells Fargo Bank for the purposes
described herein.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 10th day of
June, 2014
t�f
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- &e- ILI,
ayor Becky Ames -
City of Beaumont
Purchase
Equipment and Vehicles to be Financed
Price
Received
_
Fire Pumper
$
606,560.00
Dozer
654,000
16 yd Dump truck (2)
225,000
16yd Dump Truck
112,500
F150 Extended Cab (3)
66,773
F550 Crew cab flat bed (3)
146,084
Gooseneck trailer (3)
34,920
235 Takeuchi Mini Excavator (4)
172,530
F550 crew, cab dump truck
51,732
Trailer
11,295
16 CY dump Truck
112,500
Boring machine - currently leasing
106,005
'Digger Derrick
224,008
Total Received
$
2,523,907.50
` Ordered
F450(3)
151,789
F450
50,831
F750 Dump Truck
79,769
375 CFM Compressor
42;753
Pressure washer
9,536
F450 _
13/4 Ton True (2)
50,831
69,500
F550
!F750
52,321
80,719
137 CF5 Compressor
42,753
(Pressure Washer
9,536
Grapplers (4)
Total Ordered
$
1,004,1948
1,645,283.77
4 To Be Ordered (costs per quotes)
Backhoe �
75,600
Concrete Breaker (2)
30,720
Mini Excavator - Takeuchi 145
43,168
j Backhoe
75,600
;10 -Ton TT Winch on tracks
167,900
Mower
22,943
Two Additional Pickups
43,949
Total To Be Ordered
$
459,879.60
Estimated Total
$
4,629,070.87
EXHIBIT "A"
THIS AGREEMENT MAY NOT BE TRANSFERRED IN WHOLE OR IN PART
FINANCING AGREEMENT
1. This Financing Agreement (the "Agreement') is entered into as of this 20th day of
June, 2014, by and between Wells Fargo Bank, National Association (the "Bank") and
the City of Beaumont, Texas (the "City"). The items being financed hereunder are as
set forth on Exhibit A (referred to herein as the "Property").
2. Recitals: The City desires to finance the purchase of certain personal property
(i.e., the "Property") pursuant to Chapter 271, Subchapter A of the Texas Local
Government Code (the "Act"). The Bank is willing to finance the purchase of the
Property in accordance with the terms of this Agreement. Accordingly, the parties have
agreed as set forth herein.
:3. Financinq the Property:
(a) The City has chosen the Property to be purchased and informed the Bank
of the same.
(b) The City hereby warrants and represents to the Bank that the purchase of
the Property was acquired in accordance with applicable law as referred to
in Section 271.006 of the Act.
(c) Funding for purchase of the Property shall occur in the following manner:
(i) The Bank shall loan the City the sum of up to $5,000,000, to be
deposited into a bank account (the "Concentration Account')
established by the City. The City shall maintain such account so
the City can trace the expenditures and investment (if any) of the
amount funded.
(ii) The loan will be advanced in a series of draws. The initial draw, to
be funded at closing, shall be for $2,108,100.
Each draw shall accrue interest from the date of such draw, with
the Bank to keep a record of each interest accrual date.
The draw period shall end December 20, 2014.
(iii) The City shall use the amount funded under this Agreement into the
Concentration Account solely to purchase the Property and for no
other purpose whatsoever.
(iv) The Concentration Account shall be the property of the City, and
any interest accruing thereon shall be for the account of, and
belong to, the City.
{02860743.DOC / 4} -1- FINANCING AGREEMENT
(d) Title to the Property shall be held by the City. The vendor shall deliver
evidence of title and possession of the Property directly to the City. All
warranties from the vendor shall run directly to the City. THE BANK
MAKES NO WARRANTY IN REGARD TO THE PROPERTY AND IS NOT
THE SELLER OF THE PROPERTY. THE CITY AGREES THAT ANY
CLAIMS FOR NON-PERFORMANCE OF THE PROPERTY, OR ANY
AND ALL OTHER CLAIMS REGARDING THE PROPERTY SHALL BE
MADE AGAINST THE VENDOR AND NOT THE BANK. SUCH CLAIMS
SHALL NOT DIMINISH THE OBLIGATION OF THE CITY TO REPAY IN
FULL THE INSTALLMENT PAYMENTS (defined below).
4. Installment payment obligation:
(a) The City agrees to finance the purchase of the Property by the payment of
twenty (20) quarterly installment payments to the Bank (the "Installment
Payments) in the amounts set forth in Section 4(b) below.
(b) The amount of the Installment Payments shall be determined as follows:
(i) The total principal amount of all Installment Payments due shall be
the total amount funded into the Concentration Account pursuant to
Section 3(c), up to a maximum of $5,000,000
(ii) The City shall pay interest to the Bank (on the total principal
amount drawn), accruing from the funding date of each draw, at the
rate of one and 461100s percent (1.46%) per annum. The
maximum interest rate on this installment payment obligation shall
not exceed the maximum rate allowed by law. Interest shall be
calculated on the 30/360 simple interest basis treating each
payment period as having 90 days and each year as having 360
days.
(iii) Payments of principal and interest shall be due commencing
September 20, 2014, and payable on each December 20,
March 20, June 20 and September 20 thereafter until
June 20, 2019, when all such payments shall be due in full.
(iv) An amortization schedule showing the amounts of principal and
interest due on each Installment Payment date is attached as
Exhibit A hereto.
(v) The City shall make all payments shown on Exhibit A in full and as
the same are stated to come due. If less than the entire
$5,000,000 is drawn (i) the City shall nonetheless make all
payments in full, but (ii) at such time as all principal amounts drawn,
plus accrued interest thereon, have been paid in full, no further
payments shall be due.
(c) The obligations of the City to make the Installment Payments are
unconditional. The City acknowledges that it has chosen the Property and
{02860743.000 / 4) -2- FINANCING AGREEMENT
that the Bank is merely financing the same. In no event shall the
obligations of the City to pay the Installment Payments hereunder be
subject to any offset or reduction for any reason, including but not limited
to the failure of the Property to perform.
(d) IN NO EVENT SHALL THE OBLIGATIONS OF THE CITY HEREUNDER
BE SECURED BY OR PAYABLE FROM TAXES. The City shall make
payments from its funds other than taxes to the full extent permitted by
law.
(e) The principal of and interest on this Financing Agreement are payable in
lawful money of the United States of America, without exchange or
collection charges. The principal of and interest on this Financing
Agreement shall be paid to the Bank, at the designated office of Wells
Fargo Bank, National Association as set forth in the Loan Agreement.
(f) If the date for the payment of the principal of or interest on any Installment
Payment shall be a Saturday, a Sunday, a legal holiday, or a day on which
the Bank is authorized by law or executive order to close, or the United
States Postal Service is not open for business, then the date for such
payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are authorized
to close, or the United States Postal Service is not open for business; and
payment on such date shall have the same force and effect as if made on
the original date payment was due.
(g) If any payments are not timely made, City shall also pay to Bank a late
charge equal to 5% of each Installment Payment past due for 15 or more
days. This late charge shall not apply to payments due at final maturity or
by acceleration hereof. Acceptance by Bank of any late payment without
an accompanying late charge shall not be deemed a waiver of Bank's right
to collect such late charge or to collect a late charge for any subsequent
late payment received.
5. Pledge of Net Revenues:
(a) For purposes of this Section, the following definitions shall apply:
The term "Gross Revenues" shall mean all revenues, income and receipts
of every nature derived or received by the City from the operation and
ownership of the System (but excluding any deposits made for solid waste
services).
The term "Maintenance and Operation Expenses" shall mean the
reasonable and necessary expenses of operation and maintenance of the
System, including all salaries, labor, materials, repairs and extensions
necessary to render efficient service, and all payments under contracts,
now or hereafter defined as operating expenses by the Legislature of the
State of Texas. Depreciation shall never be considered as a Maintenance
and Operation Expense.
{02860743.DOC / 41 -3- FINANCING AGREEMENT
The term "Net Revenues" shall mean all Gross Revenues remaining after
deducting the Maintenance and Operation Expenses.
The term "System" shall mean all properties, facilities, improvements,
equipment, interests and rights constituting the solid waste system of the
City, including all future extensions, replacements, betterments, additions,
improvements, enlargements, acquisitions, purchases and repairs to the
System.
(b) In order to secure the City's obligations hereunder to the Bank, including
the unconditional obligation to make payment of the Installment Payments
when due, the City hereby grants to the Bank a first lien on and security
interest in the Net Revenues of the City's System.
(c) So long as the City meets the following tests, the City may issue additional
indebtedness secured by a lien on the Net Revenues of the System on a
parity with the lien granted to the Bank:
0) Parity Lien Bonds, The City reserves the right to issue, for any
lawful purpose, including the refunding of any previously issued bonds or
obligations of the City issued in connection with the System, one or more
series of Bonds or other obligations payable from, and secured by a lien
on and pledge of, the Net Revenues of the System, superior to the pledge
securing the Installment Payments; provided, however, that no such
Bonds or other obligations may be issued unless:
(1) For either the preceding City Fiscal Year or any consecutive
12-month calendar period ending no more than 90 days prior to adoption
of the ordinance authorizing such additional indebtedness, Net Revenues
were equal to at least 110% of the average annual principal and interest
requirements on all Bonds or other obligations secured by Net Revenues
(including the Installment Payments) that will be outstanding after the
issuance of the series of additional Bonds or other obligations then
proposed to be issued, as certified by the City's Finance Officer or by an
independent certified public accountant or firm of independent certified
public accountants; or
(2) If the City cannot meet the test described in (1) above, but a
change in the rates and charges applicable to the System becomes
effective at least sixty (60) days prior to the adoption of the ordinance
authorizing the additional Bonds or other obligations, and the City's
Finance Officer certifies that, had such change in rates and charges been
effective for the preceding fiscal year or 12 consecutive calendar month
period ending no more than 90 days prior to adoption of said ordinance,
the Net Revenues for such period would have met the test described in (1)
immediately above.
(d) Subordinate Lien Obligations. The City reserves the right to issue, for any
lawful purpose, bonds, notes or other obligations (including but not limited
102860743.DOC ! 4} -4- FINANCING AGREEMENT
to reimbursement agreements undertaken to obtain reserve fund security
policies) secured in whole or in part by liens on and pledges of the Net
Revenues that are junior and subordinate to the lien on and pledge of Net
Revenues securing payment of the Installment Payments. Such
subordinate lien obligations may be further secured by any other source of
payment lawfully available for such purposes.
6. Rates and Charges. Sc) long as any Installment Payments remain unpaid there
shall be fixed, charged and collected rates and charges for the use and services of the
System, which may be fully sufficient at all times:
(a) to pay all Maintenance and Operation Expenses; and
(b) to produce Net Revenues in each fiscal year at least equal to 100 percent
of the principal and interest requirements scheduled to occur in such fiscal
year on all bonds or other obligations (including this Financing Agreement)
then outstanding and payable from the revenues of the System, plus an
amount equal to the sum of all deposits required to be made to any related
reserve fund in such fiscal year, but in no event less than the amount
required to establish and maintain any interest and sinking fund, or
reserve fund, for outstanding City obligations, and, to the extent that funds
for such purpose are not otherwise available, to pay all other outstanding
obligations payable from or secured by the Net Revenues of the System
(including this Financing Agreement) as and when the same become due
during such fiscal year.
The City covenants that it will not grant or permit any free service from the
System except for public buildings and institutions operated by the City.
'7. Post Default/Maturily Rate:
At Bank's option and without prior notice, upon default or at any time during the
pendency of any event of default under this Financing Agreement or any related loan
documents, Bank may impose a default rate of interest (the "Default Rate") equal to the
pre -default interest rate plus four percent , not to exceed the maximum lawful rate. If
the pre -default rate is a floating or adjustable rate based upon an Index, it will continue
to float or adjust on the same periodic schedule, and the Default Rate will be a variable
rate equal to the applicable Index plus the pre -default margin plus four percent, not to
exceed the maximum lawful rate. The Default Rate shall remain in effect until the
default has been cured and that fact has been communicated to and confirmed by
Bank. Bank may, from time to time in its discretion, adjust or reamortize payments to
take into account changes in the interest rate. Bank shall give written notice to City of
Bank's imposition of the Default Rate, except that if the Installment Payments are not
paid at maturity, Bank may impose the Default Rate from the maturity date to the date
paid in full without notice. Bank's imposition of the Default Rate shall not constitute an
election of remedies or otherwise limit Bank's rights concerning other remedies
available to Bank as a result of the occurrence of an event of default. In the event of a
conflict between the provisions of this paragraph and any other provision of this
Financing Agreement or any related agreement, the provisions of this paragraph shall
control. If a default rate is prohibited by applicable law, then the pre -default rate
(02860743.DOC 14) -5- FINANCING AGREEMENT
(including periodic rate adjustments for floating or adjustable rates) shall continue to
apply after default or maturity.
8. Final payment and right to prepay: The City may prepay the Installment
Payments in whole or in part, on any date chosen by the City, by paying the principal
amount to be prepaid plus accrued interest thereon, without premium or penalty.
9. Insurance and maintenance obligations: The City shall be solely responsible to
maintain the Property and agrees to maintain the same in good condition and repair,
ordinary wear and tear excepted.
The City shall maintain property and liability insurance on the Property in
accordance with its ordinary program of insurance.
10. Warranties of the City: The City hereby warrants to the Bank the following:
(a) This Financing Agreement has been authorized by the governing body of
the City and constitutes a valid and binding obligation of the City.
(b) The City is a home rule city of the State of Texas.
(c) The Property is solely personal property and does not constitute "real
property", "improvements", or a contract for the construction of
"Improvements" to "Real property" as such terms are defined within the
meaning of the Act.
(d) The Property is necessary, useful and appropriate to one or more
purposes of the City, and the use of the Property constitutes an essential
function of the City.
(e) Regarding the purchase of the Property, the City has complied with all
applicable competitive bid law.
11. Release and assumption of liability: To the full extent permitted by the laws of the
State of Texas, as between the Bank and the City, the City assumes all risks and
liabilities, whether or not covered by insurance, for all losses or damage to the Property
or caused by the Property including but not limited to injury to or death of any person or
damages to any property.
The City acknowledges and affirms that the Bank merely financed the Property,
that the Bank never chose the Property for purchase, and that the Bank does not own,
operate or use the Property.
12. Tax exempt obligation: This Financing Agreement represents an exercise of the
borrowing power of the City to finance the purchase of personal property as provided in
the Act. The City will provide tax certificates and IRS Form 8038-G or 8038-GC relating
to the tax exempt status of the interest on the Installment Payments. The City agrees to
cooperate with the Bank in providing further assurances in that regard.
{02860743.DOC 141 -6- FINANCING AGREEMENT
'13. Disposition of Property: The City shall have the right to dispose of the Property.
In such event, the City shall either (i) apply all proceeds of sale to the payment of the
Installment Payments due hereunder, or (ii) acquire other property to be used by the
City for an essential function.
'14. Hold for own account: The Bank intends to hold this investment for its own
account. Neither the Bank nor the City shall create a bond, note, certificate of
obligation, certificate of participation, or other instrument evidencing a proportionate
interest in the Installment Payments due hereunder, and this Agreement shall not be a
"public security" within the meaning of Chapter 1202 of the Texas Govemment Code.
15. Remedies in the event of a default: Should the City fail to perform its obligations
hereunder (including but not limited to failure to make the Installment Payments in full
and when due as required in Section 4), the Bank shall have the right to the full extent
permitted by law, to take whatever action at law or in equity (including obtaining a writ of
mandamus) may appear necessary or desirable to collect Installment Payments then
due or thereafter to become due, or to enforce performance and observance of any
other obligation, agreement or covenant of the City under this Agreement.
No remedy herein conferred upon or reserved to the Bank is intended to be
exclusive, and every remedy shall be cumulative and shall be an addition to every other
remedy given under this Agreement or now hereafter existing at law or in equity.
16. Notices: Notices or payments sent to the parties hereunder shall be sent to the
Bank at the following address:
Wells Fargo Bank, N.A.
BBSG San Antonio Loan Ups Center
MAC #T7422-012
4101 Wiseman Blvd., Bldg 307
San Antonio, TX 78251-4200
and to the City at the following address:
The City of Beaumont, Texas
801 Main Street, Suite 320
Beaumont, Texas 77701
17. Governing law and venue: This Agreement shall be governed by laws of the
State of Texas. Venue on any dispute arising out of this Agreement shall be at
Jefferson County, Texas.
18. Severability: In the event of any invalidity of
Agreement, the same shall be deemed severable and
this Agreement which shall remain in full force and effect.
any of the provisions of this
stricken from the remainder of
(02860743.DOC 14) -7- FINANCING AGREEMENT
19. Amendments, changes, and modifications: This Agreement may be amended at
any time, but only in writing and if the writing is signed by both the Bank and the City.
2.0. Complete Agreement: This and certain other written agreements represent the
complete agreement of the parties as regards the Property and there are no oral
agreements between the parties in that regard.
20. Survival of representations and warranties: The representations and warranties
of the parties given herein shall survive the execution of this Agreement.
21. Transfer: This agreement may not be transferred in whole or in part.
{02860743.DOC 141 -8- FINANCING AGREEMENT
Signed and executed as of the date first indicated above.
WELLS FARGO BANK, National Association
(the "Bank")
By:
CITY OF BEAUMONT, TEXAS
(the "City")
{02860743.00C / 4} -9- FINANCING AGREEMENT
EXHIBIT A
raymeni acneuuie
Borrower CITY OF BEAUMONT
Loan Amount $5,000,000.00 Commitment Available
Rate 1.46%
Amortization Term 20 Amort Years 5
Frequency/year 4
Accrual Method 360 Annual Debt Service
Quarterly Pavment $1,038,767.13
Agreement Date
First Payment
6/20/2014
Maturity
Date 6/20/2019
WAM F 2.6553
_
9/20/2014
DRAW PERIOD TO 12/20/2014 _
DATE*
ADVANCE* BALANCE
6/20/2014
$2,108,100 $2,108,100
BY 12/20/2014
$2,891,900 $5,000,000
PMT#
DATE
PAYMENT
INTEREST
PRINCIPAL
BALANCE
$5,000,000.00*
1
9/20/2014
$259,691.78
$18,250.00
$241,441.78
$4,758,558.22
2
12/20/2014
$259,691.78
$17,368.74
$242,323.04
$4,516,235.17
3
3/20/2015
$259,691.78
$16,484.26
$243,207.52
$4,273,027.65
4
6/20/2015
$259,691.78
$15,596.55
$244,095.23
$4,028,932.42
5
9/20/2015
$259,691.78
$14,705.60
$244,986.18
$3,783,946.24
6
12/20/2015
$259,691.78
$13,811.40
$245,880.38
$3,538,065.86
7
3/20/2016
$259,691.78
$12,913.94
$246,777.84
$3,291,288.02
8
6/20/2016)
$259,691.78
$12,013.20
$247,678.58
$3,043,609.44
9
9/20/2016
$259,691.78
$11,109.17
$248,582.61
$2,795,026.83
10
12/20/2016
$259,691.78
$10,201.85
$249,489.93
$2,545,536.90
11
3/20/2017
$259,691.78
$9,291.21
$250,400.57
$2,295,136.33
12
6/20/2017
$259,691.78
$8,377.25
$251,314.53
$2,043,821.79
13
9/20/2017
$259,691.78
$7,459.95
$252,231.83
$1,791,589.96
14
12/20/2017
$259,691.78
$6,539.30
$253,152.48
$1,538,437.49
15
3/20/2018
$259,691.78
$5,615.30
$254,076.49
$1,284,361.00
16
6/20/2018
$259,691.78
$4,687.92
$255,003.86
$1,029,357.13
17
9/20/2019
$259,691.78
$3,757.15
$255,934.63
$773,422.50
18
12/20/2018
$259,691.78
$2,822.99
$256,868.79
$516,553.71
19
3/20/2019
$259,691.78
$1,885.42
$257,806.36
$258,747.35
20
6/20/2019
$259,691.78
$944.43
$258,747.35
$0.00
TOTAL
$5,193,835.64
$193,835.64
$5,000,000.00
*Interest and Principal amounts may vary due to timing and amounts of each advance during the draw period. The
fixed quarterly payment is based on fully funded $5,000,000 balance, Actual final payment(s) may be different.
LOAN AGREEMENT
Parties
This Loan Agreement is entered into as of this 2& day of June, 2014, by and
between Wells Fargo Bank, National Association (the "Bank") and the City of Beaumont,
Texas (the "City").
2.. Subject Matter
On June 20, 2014, the Bank is loaning to the City the first installment of a total
loan amount of up to $5,000,000 to finance the purchase of certain personal property
(referred to herein as the "Property").
The obligations of the City and the Bank in regard to such loan are evidenced by
(i) a Resolution of the City dated June 10, 2014, (ii) this Loan Agreement, (iii) the
Financing Agreement dated as of June 20, 2014, and entered between the Bank and
the City, and (iv) an Automatic Transfer Authorization, and all four (4) of such
documents together are referred to herein as the "Agreements".
Each of the Bank and the City agree that the following provisions as set forth
herein apply to the Agreements.
3. Events of Default
Each of the following constitutes an Event of Default that, should it occur, would
cause City to be in default of the Agreements: (a) City fails to pay any principal, interest,
fees, or charges when due under the terms of the Agreements; (b) City fails to comply
with any applicable term, condition, agreement or covenant of the Agreements; (c) any
representation, warranty, or financial statement made in connection with the
Agreements by City, is incorrect, false or misleading in any material respect when made
or furnished; (d) if for any reason interest on the Installment Payments is determined to
be includable in the gross income of the holder for purposes of federal income taxation,
(e) City is dissolved or liquidated; (; (f) a petition is filed by or against City under the
Bankruptcy Code, or any other law relating to bankruptcy, insolvency, reorganization, or
other relief for debtors; (g) a receiver, trustee, custodian, or liquidator of any assets or
property of City is appointed; (h) City becomes insolvent, or makes a general
assignment for the benefit of creditors, or is generally not paying debts as they become
due; or (i) the City defaults with regard to any of its liabilities or obligations under the
Agreements or any other agreement with Bank or any Wells Fargo Affiliate. For
purposes of this provision, Wells Fargo Affiliate means Wells Fargo & Company and
any present or future subsidiary of Wells Fargo & Company.
4. Limitation on Transfer
The Financing Agreement, and any interest therein, is not subject to transfer.
f02860610.DOU / 31
5. Financial Reporting;
During each year the Financing Agreement remains outstanding, the City shall
furnish the Bank the City's annual audit, prepared by a certified public accountant. Such
audit(s) shall be furnished within 180 days of each City fiscal year end.
During each year the Financing Agreement remains outstanding, the City shall
furnish the Bank the City's approved annual budget for the next fiscal year. Such budget
shall be furnished the earlier of 30 days after City Council approval or the beginning of
the new fiscal year.
6. Bank Address
All communications or payments shall be made to the Bank at:
Wells Fargo Bank, N.A.
BBSG San Antonio Loan Ops Center
MAC #T7422-012
4101 Wiseman Blvd., Bldg 307
San Antonio, TX 78251-4200
7. Payment Due Date Deferral
Payment invoices will be sent on a date (the "billing date") which is prior to each
payment due date. If the Financing Agreement is booked near or after the billing date
for the first scheduled payment, Bank may, in its sole discretion, defer each scheduled
payment date and/or the maturity date by one or more months.
8. Further Assurances
The parties hereto agree to do all things deemed necessary by Bank in order to
fully document the loan evidenced by the Financing Agreement and any related
agreements, and will fully cooperate concerning the execution and delivery of security
agreements, financing statements, endorsements of title, instructions and/or other
documents pertaining to any collateral intended to secure the City's obligations under
the Agreements. The undersigned agree to assist in the cure of any defects in the
execution, delivery or substance of the Financing Agreement and related agreements,
and in the creation and perfection of any liens, security interests or other collateral rights
securing the City's obligations under the Agreements.
9. Facsimile and Counterpart
Each of the Agreements may be signed in any number of separate copies, each
of which shall be effective as an original, but all of which taken together shall constitute
a single document. An electronic transmission or other facsimile of this document or
any related document shall be deemed an original and shall be admissible as evidence
of the document and the signer's execution.
{02860610.DOCX 1 3} 2 LOAN AGREEMENT
10. Representations of the City
The City hereby represents and warrants as follows:
a. That it has not declared bankruptcy or been in bankruptcy within the past
7 years.
b. That the Agreements do not violate any laws or existing agreements of the
City or require any governmental, regulatory or other approvals or the consent of the
City Council.
C. That there is no material litigation now pending against the City.
d. That the City is in compliance with all applicable laws and regulations
relating to the transaction evidenced by the Agreement.
e. That there are no agreements to which the City is a party which would
conflict with the terms of the Agreements and that there are no existing defaults with
regard to any agreements to which the City is a party that would have an adverse effect
on the financing evidenced by the Agreements or any liens granted by the City which
would interfere with any liens granted under the Agreements.
f. That the financial statements of the City submitted to the Bank in
connection with this transaction are true and correct.
11. Electronic Transmission of Documents
Bank may, in its sole discretion, rely upon any document, report, agreement or
other communication ("Document") the City send by email, facsimile or other electronic
means, treating the Documents as genuine and authorized to the same extent as if it
was an original document executed by the City or its authorized representative. Bank
may from time to time in its sole discretion reject any such electronic Documents and
require a signed original, or require the City to provide acceptable authentication of any
such Documents before accepting or relying on same. The City understands and
acknowledges that there is a risk that Documents sent by electronic means may be
viewed or received by unauthorized persons, and the City agrees that by sending
Documents by electronic means, the City shall be deemed to have accepted this risk
and the consequences of any such unauthorized disclosure.
(02860610.DOCX / 3) 3 LOAN AGREEMENT
WELLS FARGO BANK, National .Association.
By:
CITY OF BEAUMONT, TEXAS
{02860610.DGCX / 33 4 LOAN AGREEMENT
AUTOMATIC TRANSFER AUTHORIZATION
To: Wells Fargo Bank, N.A.
You are hereby requested and authorized to charge the deposit account 2733837096 in the name of City of Beaumont,
Texas ("Account Holder") for the following payments as they become due on the Financing Agreement,
(Note #):
All payments, including but not limited to principal, interest, fees, charges and other amounts due in connection with
such loan.
Complete this section only If authorizing an amount in excess of the regularly scheduled payments to be applied to
principle.
Other (please add comments) :
This authorization shall remain in full force and effect until written revocation from the Account Holder has been
received by WELLS FARGO BANK, N.A. ("Lender") at its Business Banking Division office at
BBSG San Antonio Loan Ops Center
MAC: T7422-012
4101 Wiseman Blvd, Bldg 307
San Antonio, TX 78251-4200
Date: Junel`7 , 2014
BORROWER: City of Beaum t, Texa
By: _ By:
Print Name: tE� A� C Print Name'
Title: - Title'
ACCOUNT HOLDER: City of Beaumont, Texas
By: L By:
Print Name: f` ! ` _ Print Name
Title: �� '��"' .�a"= Title:
f 02594626_DOCX / 2; l Vl/OG
For Bank Use
Submitted
Office Name: I AU or Cost Center Number.
AUTOMATIC TRANSFER AUTHORIZATION
CERTIFICATION AS TO AUTOMATIC TRANSFER AUTHORIZATION
The undersigned hereby certifies that: (1) the undersigned is an officer of the City in the capacity of Mayor, City Manager, or
Chief Financial Officer (2) each individual who signs the Automatic Transfer Authorization authorized therein on behalf of this
City has the title indicated and is duly authorized by the City Council to undertake said activity, and (3) Resolution authorizing the
Financing Agreement was duly adopted by the City Council on June 1&, 2014 and remains in full force and effect.
Title
Date:
{02694,626DOCX i 2j11/1100
{02694,626DOCX i 2j11/1100
GENERAL CERTIFICATE
STATE OF TEXAS §
COUNTY OF JEFFERSON
I, the undersigned, City Manager of City of Beaumont (the "City") do hereby
execute and deliver this certificate for the benefit of Wells Fargo Bank, National
Association (the "Bank") in regard to the Financing Agreement (the "Agreement")
entered into between the City and the Bank and dated June 20, 2014.
The City is duly in existence as a Texas home rule city, and is operating
and existing under the general laws of the State of Texas, and has those
powers set forth in Chapter 271 of the Texas Local Government Code.
2. The resolution (adopted June 10, 2014) authorizing the financing of the
equipment being financed by the Agreement was approved at a meeting
of the City Council of the City at which a quorum of the City Council was
present and a majority of the members present voted in favor of approving
the Agreement. Notice of such meeting (including notice that the financing
would be considered for approval by the City Council) was posted in the
manner required by law_
3. The Financing Agreement is being entered to finance the acquisition of
miscellaneous personal property to be owned by the City (the "Property").
4. The City is not now in default with regard to the Agreement, or in regard to
any other indebtedness or obligations of the City.
5. The City has available net revenues from the operation of its solid waste
facilities which will allow it to provide revenues in an amount sufficient to
make payments of the Installment Payments as the same become due
under the Agreement.
6. There is no litigation currently pending or threatened affecting the validity
of the Agreement and the Loan Agreement, the motion or resolution
authorizing the entry of the Agreement and the Loan Agreement, the
authority of the City to collect solid waste system revenues to pay the
sums due under the Agreement and the Loan Agreement or which
otherwise would contest the validity of the Agreement and the Loan
Agreement.
7. The Property constitutes personal property which will be owned and
operated solely by the City. The amount loaned to the City to buy the
Property will be used solely for that purpose, and will not be invested
pending its use to purchase the Property.
8. The City has not imposed a lien on the net revenues of its solid waste
system except the lien in favor of the Bank which secures payment of the
Installment Payments.
102870229.DOC / }
Signed as of this � day of 2014.
CITY OF BEAUMONT
By:
City Manager
{02870229_ooc 1 } 2
SIGNATURE IDENTIFICATION
AND NO -LITIGATION CERTIFICATE
STATE OF TEXAS §
COUNTY OF JEFFERSON §
We, the undersigned officers of City of Beaumont, Texas (the "Issuer"), hereby
certify as follows:
(a) That this certificate is executed and delivered with reference to the City of
Beaumont, Texas, Financing Agreement (2014), dated June 20, 2014, evidencing a
financing in the maximum principal amount of $5,000,000.
(b) That we officially executed and signed said Financing Agreement and the
(related Loan Agreement and Automatic Transfer Agreement (together, the "Loan
Documents") with our manual signatures.
(c) That at the time we so executed and signed said Loan Documents we were,
and at the time of executing this certificate we are, the duly chosen, qualified, and acting
officers indicated therein, and authorized to execute same.
(d) That no litigation of any nature has been filed or is now pending to restrain or
enjoin the issuance or delivery of said Loan Documents, or which would affect the provision
made for the payment or security thereof, or in any manner questioning the proceedings or
authority concerning the issuance of the Loan Documents, and that so far as we know and
believe, no such litigation is threatened.
(e) That neither the legal existence nor boundaries of the Issuer, or the collection
of solid waste system revenues for the benefit of the Issuer, is being contested, that no
litigation has been filed or is now pending which would affect the authority of the officers of
the Issuer to issue, execute, sign, and deliver the Loan Documents, and that no authority or
proceedings for the issuance of any of the Loan Documents have been repealed, revoked,
or rescinded.
{02870226.DOC / } 1 - SIGNATURE IDENTIFICATION
AND NO-LITfGATION CERTIFICATE
EXECUTED and delivered this I e I day of
MANUAL SIGNATURES
..-
"r
OFFICIAL TITLES
City Manager
--atreiefk- NI A
2014.
STATE OF TEXAS §
COUNTY OF JEFFERSON §
Before me, on this day personally appeared the foregoing individuals, known to me
to be the persons whose names are subscribed to the foregoing instrument, and signed
this instrument in my presence.
Given under my hand and seal of office this /9�h day of \junt; ,
2014.
bit 45�
,= CAROLWIISON Notary Public in and for
MY OOMNIISSJON EXPIRES AVust al, 2015 the State of Texas
,41
My commission expires: 02�
(02870226.DOC 1) 2 SIGNATURE IDENTIFICATION
AND NO -LITIGATION CERTIFICATE
NO ARBITRAGE AND TAX CERTIFICATE
This Certificate is given for the benefit of all persons interested in the Installment
Purchase Payments (the "issue") due to Wells Fargo Bank, N.A. (the "Bank") from the
City of Beaumont, Texas, under a Financing Agreement of June 20, 2014. The
Financing Agreement is referred to as the "Issue". There are sections herein dealing
with:
The Issue
2. Proceeds of the Issue and How They Are Used
3. Issue Not "Private Activity Bonds"
4. General Restrictions on Tax-exempt Obligations
5. Issue Not Arbitrage Bonds
6. Rebate
7. Miscellaneous
The issue has been borrowed by City of Beaumont, the "Issuer." The Issuer is a
Texas home rule city, and has more than an insubstantial amount of one or more of the
powers of eminent domain, the power to tax, or the police power.
The Issuer hereby certifies that the following are its reasonable expectations as
of the issue date of the issue regarding the amount and use of the gross proceeds of
the issue. The section on "Rebate" is not based on reasonable expectations but on the
actual facts that occur with regard to the issue, and is included solely to help the Issuer
determine its rebate liability, if any.
What is the Issue?
(a) The issue is not to be aggregated with any other issue. There is no other
issue of bonds or other tax exempt obligations being sold at substantially the same time,
pursuant to the same plan of financing, and reasonably expected to be payable from
substantially the same source of funds. [Reg. 1.150-1(c)]
(b) No other issue of tax exempt obligations will be, or has been, sold by the
Issuer within fifteen (15) days of the date of sale of the issue. [Reg. 1.150-1(c)(i)]
2. Proceeds of the Issue and How They Are Used.
(a) The following are the proceeds of the issue:
(1) Sale Proceeds $5,000,000
[Reg. 1.148-1(b)]
{02870024.130C / } -I- NO ARBITRAGE AND TAX CERTIFICATE
(2) Investment Proceeds $0
[Reg. 1.148-1(b)]
(3) Transferred Proceeds $0
[Reg. 1.148-1(b)]
(4) Replacement Proceeds $0
[Reg. 1.148-1(c)]
"Replacement proceeds" are included in determining "gross proceeds."
(b) The proceeds are to be used as follows:
(1) $0 is to be used to pay costs of issuance.
(2) $0 is to be deposited into a bona fide debt service fund, to be used
primarily to achieve a proper matching of revenues with principal and interest
payments due on the Issue during each year, to be depleted at least once each
bond year except for a reasonable carryover amount not to exceed the greater of
(i) the earnings on such fund for the immediately preceding bond year or
(J) 1/12th of the principal and interest payments on the issue for the immediately
preceding bond year. [Reg. 1.148-1(b)]
(3) $0 is to be placed in a reserve fund, reasonably expected to be
used directly or indirectly to pay principal or interest on the issue. [Reg.
1.148-1(c)(2)] [There is no reserve fund.]
(4) $5,000,000 will be loaned to the City in a series of draws, for
acquisition of miscellaneous equipment (the "Equipment').
The amounts received from the sale of the issue or from the investment thereof
do not exceed the anticipated costs of acquiring of the Equipment.
3. Not a Private Activity Bond. The sole user of the proceeds of the issue is
the Issuer. The Issuer will own the Equipment. There is no management contract for
the Equipment. No person has any obligation whatsoever in regard to repayment of the
issue other than the Issuer. In particular:
(a) Not more than ten percent (10%) of the proceeds of the issue are to
be used for any private business use, being a trade or business carried on by
any person other than a governmental unit. [Section 141(b)(1) and 141(b)(6)]
For purpose of this section, any activity carried on by any person other than a
natural person shall be treated as a trade or business. [Section 141(b)(6)(B)]
(b) The Equipment is not being leased to anyone, or being operated by
anyone other than the Issuer.
(c) There is no management contract for the Equipment.
{02870024.DOC / } -2- NO ARBITRAGE AND TAX CERTIFICATE
(d) The payment of the principal of, or the interest on, more than ten
percent (10%) of the proceeds of the issue is not directly or indirectly secured by
any interest in property used or to be used for any private business use,
payments in respect of such property, or to be derived from payments (whether
or not such payments are made to the Issuer) in respect of property, or borrowed
money, used or to be used for a private business use. [Section 141(b)(2)]
(e) Not more than five percent (5%) of the proceeds of the issue are to
be used for any unrelated private business use, or any disproportionate business
use. [Section 141(b)(3)]
(f) Not more than the lesser of (i) five percent (5%) of the proceeds of
the issue, or (ii) $5,000,000 are being used to make loans to persons other than
governmental units. [Section 141(c)]
(g) There is no private business that has a special legal entitlement to
beneficial use of the Equipment (Reg. 1.141-3(b)(7)(i)).
(h) There is no special economic benefit derived by any private
business from the Equipment based on all the facts and circumstances, even
about a special legal entitlement (Reg. 1.141-3(b)(7)(ii)).
4. General Requirements Applicable to All Tax Exempt Obligations.
(a) The issue is not required to be in registered form, being a privately placed
bank loan not offered to the general public. [Section 149(a)]
(b) The issue is not federally guaranteed. In particular, (i) payment of the
principal or interest with respect to such issue is not guaranteed, either directly or
indirectly, in whole or in part by the United States or any agency or instrumentality
thereof; (ii) five percent (5%) or more of the proceeds of the issue are not to be used in
making loans the payment of principal or interest with respect to which are to be
guaranteed in whole or in part by the United States or any agency or instrumentality
thereof; and (iii) five percent (5%) or more of the proceeds of the issue are not to be
invested, directly or indirectly, in federally insured accounts. [Section 149(b)]
(c) The Issuer agrees to file the information reporting requirements (Form
8038-G) required by Section 149 in a timely fashion.
(d) The issue is not a "pooled financing bond." Not more than $5,000,000 of
the proceeds of the issue are reasonably expected at the time of issuance to be used
(or are intentionally used) directly or indirectly to make or finance loans to two or more
ultimate borrowers. [Section 149(f)]
(e) The issue is not a hedge bond. The Issuer reasonably expects that
eighty-five percent (85%) of the spendable proceeds of the issue will be used to carry
out the governmental purposes of the issue within the three (3) year period beginning
on the date the issue is issued, and not more than fifty percent (50%) of the proceeds of
{02870024.DOC i 1 -3- NO ARBITRAGE AND TAX CERTIFICATE
the issue are invested in non -purpose investments having a substantially guaranteed
yield for four (4) years or more. [Section 149(g)]
5. Issue Not Arbitrage Bonds.
(a) Issue Price.
(1) The "Issue price" of the issue, being the first price at which a
substantial amount (ten percent (10%) or more) of the issue is sold to the Bank is
$5,000,000 [Section 148(h); Reg. 1.148-1(b)]
(b) Yield. The "yield" on the issue, being the discount rate that, when used in
computing the present value as of the issue date of all unconditionally payable
payments of principal, interest and fees for qualified guarantees on the issue, and
amounts reasonably expected to be paid as fees for qualified guarantees on the issue,
produces an amount equal to the present value, using the same discount rate, of the
aggregate issue price of the issue, of the issue as of the issue date is 1.460% per
annum. [Reg. 1.148-4(a) and (b)]
(c) What Is "Materially Higher" Yield? The amount by which yield on the
acquired obligations (i.e., those in which the gross proceeds of the issue are invested)
may exceed the yield on the issue is 1/8 of one percent (1%). [Reg. 1.148-2(d)(2)(i)].
For replacement proceeds, "Materially higher" means 1/1000 of one percent (1%).
[Reg. 1.148-2(d)(2)(ii)]
(d) What Are the "Gross Proceeds" Subject to Arbitrage Restriction? [Reg.
1.148-2(a)]
(1) Sale Proceeds of the issue, being all amounts actually or
constructively received from the sale of the issue are $5,000,000 [Reg.
1.148-1(b)]
(2) Transferred Proceeds do not apply since the issue is not a
refunding bond. [Reg. 1.148-9]
(3) Investment Proceeds, being all amounts actually or constructively
received from investing proceeds of an issue, are anticipated to be $0. [Reg.
1.148-1(b)] (Proceeds of the Issue will be spent immediately on funding draws to
acquire the Equipment.)
(4) Replacement Proceeds, being amounts that have a sufficient direct
nexus to the issue or the governmental purpose of the issue to conclude that
such amounts would have been used for the governmental purpose of the issue
if the issue were not used or to be used for such purpose, are $0. [Reg.
1.148-1(c)] Such amounts include all sinking funds, pledge funds or other such
funds held by or derived from a "substantial beneficiary of the issue," to the
extent reasonably expected to be used, rid.] for example:
(i) debt service funds
t02870024.DOC 1 1 -4- NO ARBITRAGE AND TAX CERTIFICATE
(ii) redemption funds
(iii) reserve funds
(iv) funds which are pledged directly or indirectly to pay principal
or interest on the issue.
Mere availability or preliminary earmarking of amounts to fund the
Equipment do not, in themselves, establish sufficient nexus to cause those
amounts to be replacement proceeds.
There are no negative pledges related to the issue. No amounts are
pledged to pay principal or interest on the issue and held under an agreement to
maintain the amount at a particular level for the direct or indirect benefit of the
holders of the issue. [Reg. 1. 148-1 (c)(3)(ii)]
The issue is not outstanding too long, thereby giving rise to "other
replacement proceeds" under Reg. 1.148-1(c)(4). The weighted average
maturity of the issue does not exceed 120% of the average reasonably expected
economic life of the Equipment.
(e) The Issuer hereby represents that none of the gross proceeds of the issue
are reasonably expected to be invested in materially higher yield "investment type
property" other than as part of a reasonably required reserve or replacement fund or for
a "Temporary Period" as defined below.
(1) Reserve Fund. [See Reg. 1.148-2(f)] There is no reserve fund for
the Issue.
(2) Bona Fide Debt Service Fund. $0 of the proceeds are being
deposited into a "Bona Fide Debt Service Fund" (the "Interest and Sinking Fund"
or "Bond Fund"). Installment payments will be made as the same become due,
and there is no fund established for this payment prior to such date(s).
(3) Equipment Fund. The $5,000,000 deposited to pay costs of
acquisition of the Equipment, if invested in higher yielding investments, will
qualify under the three (3) year temporary period rule. [Reg. 1.148-2(e)(2)] The
Issuer anticipates the Equipment will be acquired by 6 months from the date
hereof. The Issuer reasonably expects:
(i) At least eighty-five percent (85%) of the net sale proceeds'
of the issue are to be allocated to expenditures on the Equipment by three
(3) years after the issue date;
'"Net sale proceeds" are the sale proceeds minus those proceeds deposited into a reasonably
required reserve and replacement fund or as part of a "minor portion." (Reg. 1.148-1(b)j
{02 870024. DOC 11 -5- NO ARBITRAGE AND TAX CERTIFICATE
(ii) Within six (6) months of the issue date, the Issuer will incur a
substantial binding obligation to a third party to expend at least five
percent (5%) of the net sale proceeds of the issue on the Equipment; and
(iii) The completion of the Equipment, and the allocation of net
sale proceeds to Equipment expenditures, shall proceed with due dili-
gence.
(f} No Overissuance or Other Abusive Device, The Issuer certifies it has
taken no action to enable it to exploit the difference between taxable and tax-exempt
interest rates to obtain a material financial advantage, or to overburden the tax-exempt
bond market. [Reg. 1.148-10(a)(2)] In particular, the Issuer has not issued a larger
issue, issued the issue earlier, or allowed the issue to stay outstanding longer than is
otherwise reasonably necessary to accomplish the governmental purposes of the issue,
based on all the facts and circumstances. [Reg. 1.148-10(a)(4)] The proceeds of the
issue are not reasonably expected to exceed by more than a "minor portion" (the lesser
of 5% of the sale proceeds or $100,000) the amount necessary to accomplish the
governmental purposes of the issue. [Id.; Reg. 1.148-2(g)]
6. Rebate. The Issuer has agreed to rebate to the United States of America
the excess of amounts earned on all non -purpose investments over the amounts that
would have been earned if those investments had a yield equal to the yield on the
Bonds, plus any income attributable to such excess. [Section 148(f), Reg. 1.148-3(a)
and (b)]
Exceptions: Notwithstanding the above, the Issuer anticipates not having to
make rebate payments because none of the proceeds of the Issue will be invested.
7. Miscellaneous.
(a) The Issuer has never been disqualified by the Commissioner of the
Internal Revenue Service from certifying an issue of its obligations pursuant to Reg.
1.103-13(a)(2)(iv), has never been listed in a notice of disqualification published in the
Internal Revenue Bulletin as described in such section, and has never been advised
that such a disqualification is contemplated.
(b) The Issuer is executing and delivering this Certificate pursuant to Sections
103 and 141 through 150 of the Internal Revenue Code of 1986 as amended to the date
hereof, and Treasury Regulations Sections 1.103-13, 1.103-14, 1.103-15, 1.148-0
through 1.148-11, 1.149(d)-1, and 1.150-1 (the "Regs"). The Issuer hereby elects to
apply the Regs to the issue.
(c) This Certificate is based on the facts and estimates described herein in
existence on this date, which is the date of delivery of the issue against the payment by
the initial purchasers thereof. On the basis of such facts and estimates, I expect that
the future events described herein will occur. To the best of my knowledge and belief,
the expectations set forth herein are reasonable.
{02870024.DOC / } -6- NO ARBITRAGE AND TAX CERTIFICATE
(d) No receipts from the sale of the issue or amounts received from the
investment thereof will be used to pay the principal of or interest on any presently
outstanding obligations of the Issuer other than the issue.
(e) The Issuer hereby agrees that, to the extent the proceeds of the issue and
investment income thereon are in excess of the amount required for the purposes set
forth in Section 2(b), that the unexpended proceeds or income shall be used to pay
Installment Payments due on the issue.
(f) The Issuer is reimbursing itself the sum of $2,108,100 for any prior
expenditures it made for the Equipment. The Issuer adopted its reimbursement
resolution on October 22, 2013, and all expenses being reimbursed were paid not
greater than 60 days prior to the date of adoption of the reimbursement resolution.
(02870024.1DOC (} -7- NO ARBITRAGE AND TAX CERTIFICATE
CITY OF BEAUMONT
(THE "ISSUER")
BY:
City Manager
DATE: J y'� `1 , 2014
{02870024.00C / } -8- NO ARBITRAGE AND TAX CERTIFICATE
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. September2011) ►Under Internal Revenue Code section 149(e) OMB No. 1545-0720
►See separate instructions.
Department of the Treasury Caution: If the issue rice is under $100,000, use Form 8038-GC.
Internal Nevenue Service P
Reporting Authority _ If Amended Return, check here ► ❑
1 Issuer's name 2 Issuer's employer identification number (EIN)
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephore number of other person shown or 3a
Dan Pleitz
254-755-4100
_
4 Number and street (or P.O, box if mail is not delivered to street address) Room/suite
5 Report number (For 1RS Use Only)
P.O. Box 1470
131
6 City,. town, or post office, stare, and ZIP code
7 Date of issue
Waco,. Texas 76703
June 20, 2014
8 Name of issue
9 CUSIP number
Financing Agreement (2014)
None
108 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
Linda Clark, Chief Financial Officer
409-880-3115
Mmi i ype uT issue tenter ine issue price). See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . .
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . .
15 Environment (including sewage bonds) . . . . . . . . . . . . . . .
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . .
18 Other. Describe ►miscellaneous equipment
19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . . ► ❑
If obligations are BANS, check only box 19b . . . . . . . . . . . ►
20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ►
11
12
13
_
14
15
16
-
—
17
18
, 51000,000
00
Description of Obligations. Complete for the entire issue for which this form is bein filed.
(a) Final maturity date
(bt Issue price
(a) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21 06/20/2019
$ 5,000,000
5,000,000
2.6553 ears
1.460
Uses of Proceeds of Bond Issue (includin underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b))
24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 0
25 Proceeds used for credit enhancement 25 0
26 Proceeds allocated to reasonably required reserve or replacement fund . 26 0
27 Proceeds used to currently refund prior issues . . . . . . . . . 27 0
28 Proceeds used to advance refund prior issues . . . . . . . 28 0
29 Total (add lines 24 through 281 . . . . . . . . . . . . . . .
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
22
! 0
23
5,000,000
oo
29 !
0
30
5,000,000
00
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 . ► NIA years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► NA years
33 Enter the last date on which the refunded bonds will be called (MM/DD/YY.. . . . . , ► NIA
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. cat. No. 63773E Form 8038-G (Rev, 9-2011)
Form 8038-G (Rev. 9-2011) Page 2
GJM 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
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC ► _
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
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 No.
c
Enter the EIN of the issuer of the master pool obligation Po-
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)(i)(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 ► ❑ and enter the following information:
b
Name of hedge provider ►
c
_
Type of hedge Ol-
d
Term of hedge ►
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 . . . , . . ,
, It. ❑✓
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 ► L-11 and enter the amount
of reimbursement . . . . . . . . . ► $2,108,100
b
Enter the date the official intent was adopted ► October 22, 2013
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, ey a true, correct, and c te. further declare that I consent to th IRS's disclosure of the issuer's return information, as necessary to
and process t is n, to the person I h e t orized ove.
Consent
ignatu a of issuer's authorized representative Date
Type or print name and title
Paid POWTy preparers name Preparers signature Date Chck f PTIN
Dan eitz ei
Preparer __ _ self-employed P01607972
Use Only Firm's name ► Naman, Howell, Smith & Lee, PLLC Hrm's EIN ► 74-2004800
Firms address ► P.O. Box 1470, Waco, Texas 76703 1 Phone no. 254-755-4100
Form 8038-G (Rev. 9-201 1i
CLOSING MEMORANDUM
To: All parties related to the City of Beaumont, Texas Financing Agreement
From: Steve Stearns, Vice President
Wells Fargo Bank, N.A.
Date: June 17, 2014
RE: $6,000,000.00 (Commitment)
CITY OF BEAUMiONT, TEXAS
Financing Agreement
801 Main Street
Beaumont, TX 77704
The purpose of this memorandum is to provide funding and other instructions related to the above referenced
transaction:
The closing for the above Financing Agreement will be held on Friday, June 20, 2014.
Sources and Uses of Funds at Closing
SOURCES:
• Financing Agreement (Commitment) 1 $5,000,000
Total Sources:
$5,000 000
USES: —
• 6/20/2014 City of Beaumont -Reimbursement to
concentration account for equipment
$2,108,100
purchases.
• Commitment Available for equipment to be
$2,891,900
delivered and/or ordered.
T otal Uses:
$5,000,000.00
1. On June 20, 2014, Wells Fargo Bank, N.A. (Loan Operations) will credit to the account /#2733837096, by
bank transfer, the amount of $2,108,100 to the City of Beaumont for reimbursement of equipment
purchases previously made.
2. From time to time and prior to December 20, 2014, and upon instructions presented by an authorized
officer of the City, Wells Fargo will draw the amount requested up to the available commitment for the
remaining equipment and will credit the concentration account 2733837096 for these funds.
3. All bank legal costs associated with preparing the documents associated with this Financing Agreement
will be the responsibility of Wells Fargo Bank, N.A.
4. Any other costs associated with this transaction are the responsibility of City of Beaumont.
The undersigned agrees to and authorizes the closing instructions stated in this Closing Memorandum.
By: "� (signature)
Name: `7
Title:
Date:
City of Beaumont, Texas
801 Main Street
Beaumont, Texas 77704
BEAUf.;O'J 1, l L%AS
City of Beaumont
June 17, 2014
Wells Fargo Bank, National Association
13749 N Highway 183
Austin, Texas 78750
Re: Financing Agreement (2014) Between
Wells Fargo Bank, National Association
and the City of Beaumont, Texas
Dear Sirs:
We are city attorneys to the City of Beaumont, Texas (the "City"). In that capacity
we have reviewed the Financing Agreement dated June 20, 2014 and referred to above,
the related Loan Agreement dated as of June 20, 2014, and the other written
proceedings related thereto. We have further reviewed a copy of Resolution No. 14-130
adopted by the City Council of the City on June 10, 2014.
Based upon such review, please be advised that it is our opinion as follows:
1. By action of the City Council the City has been duly authorized to enter
into the Financing Agreement at a meeting of the City Council at which a quorum was
present and notice was posted in the manner required by law.
2. The execution and performance of the Financing Agreement and Loan
Agreement does not conflict with the City Charter, applicable law, or any agreement to
which the City is a party.
3. Subject to the next paragraph hereof, the Financing Agreement and Loan
Agreement constitute binding legal obligations of the City, enforceable in accordance
with their respective terms.
Our opinion is limited in this regard to the extent that enforceability of the
Financing Agreement or Loan Agreement may be affected by bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors' rights or the
exercise in judicial discretion in accordance with general principles of equity.
Legal Department • (409) 880-3715 • Fax (409) 880.3121
P.O. Box 3827 • Beaumont, Texas 7 7 704-3827
June 17, 2014
Page -2-
We express no opinions except for those expressly stated above. In particular,
but without limiting the generality of the foregoing, we express no opinion as to whether
the interest portion of the Installment Payments (as defined in the Financing Agreement)
is exempt from federal income taxation.
Very truly yours,
JTyi ne ,...V
U Attorney