HomeMy WebLinkAboutContract 32594 . ,.
CITY SECRETARY.` J
CONTRACT NO.
SCHEDULE A No. 1
TO MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
by and between
BANC OF AMERICA LEASING& CAPITAL, LLC,
as Lessor
and
CITY OF FORT WORTH, TEXAS
as Lessee
Dated as of March 10, 2004
THIS SCHEDULE A No. 1 ("Schedule A") to the MASTER EQUIPMENT
LEASE/PURCHASE AGREEMENT identified above (the "Master Lease") is entered into as
of this October 28, 2005, by and between BANC OF AMERICA LEASING & CAPITAL,
LLC, as lessor (`Lessor") and CITY OF FORT WORTH, TEXAS, as lessee ("Lessee"). All
of the provisions of the Master Lease are incorporated herein by reference and capitalized terms
used herein and not defined shall have the meanings assigned them in the Master Lease.
1. The Master Lease and this Schedule A No. 1 jointly constitute an Agreement (this
"Agreement"). Lessor hereby leases and lets to Lessee, Lessee leases and hires from
Lessor, subject to the provisions of the Agreement, the Equipment identified below:
Item(Ouantity) Description,Make,Model Total Contract Price
See List See List $302,169.00
As of the date of this Schedule A No. 1, Lessee has not taken possession of any of the
Equipment shown above. It is expected that by six (6) months from the date of this
Schedule A No. 1, Lessee will have taken possession of all items shown above and that a
Lessee's Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and
delivered to Lessor on or before six(6)months from the date of this Schedule A No. 1.
2. Lessee hereby certifies that the description of the Equipment set forth above is accurate
and reasonably identifies it for UCC purposes. The Equipment identified in item 1 above
shall be located at:
Pecan Valley Golf Course, 6400 Pecan Valley Drive, Fort Worth, TX 76126
Z Boaz Golf Course, 3200 Lackland Rd., Fort Worth, TX 76116
Meadowbrook Golf Course, 1815 Jensen Rd., Fort Worth, TX 76112
Rockwood Golf Course, 1851 Jacksboro Highway, Fort Worth, TX 76114
I Exhibit A- Schedule A
3. The following terms are applicable to the lease/purchase of the Equipment set forth in
this Schedule A No. 1:
(a) Lease Term Commencement Date: The date of execution and delivery of
this Schedule A No. 1, including all attachments thereto, and the satisfaction of all
conditions of the Master Lease.
(b) Original Lease Term: The period beginning with the Lease Term
Commencement Date and ending with the last business day of Lessee's current fiscal
budget period.
(c) Lease Term Interest Rate: 3.2390%
(d) Lessee's Fiscal Year End: September 30
(e) Lessee's Appropriation Period: October 1 to September 30
(f) Maximum Amount: The amount equal to $302,169.00
(g) Number of Renewal Lease Terms: 5
4. The Lease Proceeds which Lessor shall pay or provide to Lessee in connection with this
Schedule A No. 1 is $302,169.00 of which $0.00 is for payment of the costs of issuing
this Schedule A No. 1. Such Lease Proceeds shall be deposited into the Equipment
Acquisition Account and disbursed for payments of the Total Contract Price of the
Equipment, or portions thereof, upon receipt by Lessor of an Acceptance Certificate, or
Acceptance Certificates, executed by Lessee.
5. Interest on the Lease Proceeds shall accrue from the date hereof and the payment dates
and Rental Payment amounts (including the principal and interest components thereof)
are as follows:
2 Exhibit A - Schedule A
AMORTIZATION SCHEDULE
See attached Amortization Schedule
6. Until Lessee receives written notification to the contrary, all payments due under the
Master Lease and this Schedule A No. 1, including but not limited to Rental Payments,
are to be paid to and all notices are to be sent to the following respective addresses:
The address for notices is: Banc of America Leasing& Capital, LLC
555 California Street, 4th Floor
San Francisco, CA 94104
Attention: Contract Administration
Mail Code: CA5-705-04-01
City of Fort Worth, Texas
1000 Throckmorton
Fort Worth,Texas 76102
Attention: Assistant Director of Parks and Community
Services Department- Golf
The address for payments is: Banc of America Leasing& Capital, LLC
P.O. Box 31682
Tampa, FL 33631-3682
7. Lessee further represents, covenants and warrants that it will not take, cause to be taken
or fail to take any action which will cause the interest component of any Rental Payments
to be or become subject to federal income taxation under the Code and that all of its
representations, covenants and warranties of Lessee contained in the Master Lease were
true and accurate as of the date made, remain true and accurate as of the date of this
Schedule A No. 1 and are hereby reaffirmed.
8. Lessee shall deliver or cause to be delivered an opinion of counsel concurrently with the
execution and delivery of this Schedule A in the form of Attachment F to Exhibit A of
the Master Lease and execute and cause to be timely filed an IRS Form 8038-G (or, IRS
Form 8038-GC if the Total Contract Price of the Equipment is less than $100,000)
substantially in the form of Attachment I to Exhibit A of the Master Lease.
9. Lessee shall deliver or cause to be delivered concurrently with the execution and delivery
of each Schedule A documents in the respective forms of Attachments B through E, and
G, H, J and K to Exhibit A of the Master Lease, along with invoices, MSO's and
applications for titles for any vehicles to be acquired with proceeds of the applicable
Schedule A. Lessee shall deliver its Acceptance Certificate, or Acceptance Certificates,
in the form of Attachment A to Exhibit A of the Master Lease in accordance with the
terms hereof.
3 Exhibit A - Schedule A
10. Attached hereto as Attachment A and incorporated herein by reference is an original
Lessee's Acceptance Certificate, executed by an Authorized Officer of Lessee, with
respect to the Equipment identified in item 1 above. Provided, however, Lessee may
deliver one or more Acceptance Certificates which shall authorize Lessor to pay the
Purchase Price for the Equipment shown on each such Acceptance Certificate.
11. Attached hereto as Attachment B and incorporated herein by reference is an original
Essential Use Certificate, executed by an Authorized Officer of Lessee certifying the
essential use of the Equipment identified in item 1 above.
12. Attached hereto as Attachment C and incorporated herein by reference is an original
Certificate of Appropriation executed by an Authorized Officer of Lessee.
13. Attached hereto as Attachment D and incorporated herein by reference is an original
General Certificate, executed by Authorized Officers of Lessee.
14. Attached hereto as Attachment E and incorporated herein by reference is an original
Signature and No-Litigation Certificate, executed by Authorized Officers of Lessee.
15. Attached hereto as Attachment F and incorporated herein by reference is an original
opinion of legal counsel to Lessee relating to the Agreement and this Schedule A. Lessor
may, in its sole discretion, waive this requirement.
16. Attached hereto as Attachment G is a certified copy of the resolution or ordinance of
Lessee's City Council authorizing the Master Lease and this Schedule A No. 1.
17. Attached hereto as Attachment H are copies of an executed and filed financing
statement(s) evidencing Lessor's security interest in the Equipment. Provided, however,
Lessee may deliver one or more financing statement(s), or amended financing
statement(s) evidencing Lessor's security interest in the Equipment as reflected on each
Acceptance Certificate.
18. Attached hereto as Attachment I is an IRS Form 8038-G (or IRS Form 8038-GC if the
Total Contract Price of the Equipment is less than $100,000) of Lessee.
19. Attached hereto as Attachment J is an original Cross-Receipt executed by an Authorized
Officer of Lessee and Lessor.
20. Attached hereto as Attachment K is an original No Arbitrage Certificate executed by an
Authorized Officer of Lessee.
4 Exhibit A - Schedule A
IN WITNESS WHEREOF, the parties hereunto affix their signatures to this Schedule A
No. 1 as of the day and year first written above.
BANC OF AMERICA LEASING& CAPITAL, LLC,
as Lessor
By, /U4,41 anh co
Name: VLAkky ANO Nj6-)J1'
Title: A-5514-jrtKT
CITY OF FORT WORTH, TEXAS,
as Lessee
By: �.
Name: os
Title:, City Manager
ATTEST:
By: _
Name: Marto Hendrix
Title: City Secretary
(SEAL)
Coatract Authorization
Date
APPROVF,D AS-7t O FORM:
By: t_
Name:
Title: City Attorney
S Exhibit A - Schedule A
EQUIPMENT LIST
SCHEDULE A NO. 1
Five Year Lease Option jUnitpurchcost
Pecan Valley Golf Course
6400 Pecan Valley Drive
Fort Worth TX 76126
Sprayer-300 $28,926.00
Greensmwr 2@25,176 $50,352.00
72" OFR 2@ 14,935 $29,870.00
Bunker Rake $14,014.00
Sub Total $123,162.00
Z Boaz Golf Course
3200 Lackland Rd
Fort Worth TX 76116
Greensmwr $25,176 $25,176.00
72" OFR $14,935 $14,935.00
Sub Total $40,111.00
Meadowbrook Golf Course
1815 Jensen Rd.
Fort Worth TX 76112
Sprayer-300 CUT
Greensmwr 1 $25,176.00
72" OFR 1 $14,935.00
Bunker Rake $14,014.00
Sub Total $54,125.00
Rockwood Golf Course
1851 Jacksboro Highway
Fort Worth TX 76114
Sprayer-300 CUT
Greensmwr 1 $25,176.00
72" OFR 1 $14,935.00
Rough Unit $44,660.00
Sub Total $84,771.00
'Grand:Total $302,169.00
Golf Division, October 2005
Lease/Purchase Agreement
Banc of America Purchasing and Leasing
RENTAL PAYMENT SCHEDULE
SCHEDULE A NO. 1
Rental Rental Rental Interest Principal Purchase
Payment Payment Payment Portion Portion Price
Date Number Amount 3.2389%
Oct-28-05 0 302,169.00
Nov-28-05 1 5,461.72 815.58 4,646.14 297,522.86
Dec-28-05 2 5,461.72 803.04 4,658.68 292,864.18
Jan-28-06 3 5,461.72 790.47 4,671.26 288,192.92
Feb-28-06 4 5,461.72 777.86 4,683.86 283,509.06
Mar-28-06 5 5,461.72 765.21 4,696.51 278,812.56
Apr-28-06 6 5,461.72 752.54 4,709.18 274,103.37
May-28-06 7 5,461.72 739.83 4,721.89 269,381.48
Jun-28-06 8 5,461.72 727.08 4,734.64 264,646.84
Jul-28-06 9 5,461.72 714.30 4,747.42 259,899.43
Aug-28-06 10 5,461.72 701.49 4,760.23 255,139.20
Sep-28-06 11 5,461.72 688.64 4,773.08 250,366.12
Oct-28-06 12 5,461.72 675.76 4,785.96 245,580.16
Nov-28-06 13 5,461.72 662.84 4,798.88 240,781.28
Dec-28-06 14 5,461.72 649.89 4,811.83 235,969.45
Jan-28-07 15 5,461.72 636.90 4,824.82 231,144.63
Feb-28-07 16 5,461.72 623.88 4,837.84 226,306.79
Mar-28-07 17 5,461.72 610.82 4,850.90 221,455.89
Apr-28-07 18 5,461.72 597.73 4,863.99 216,591.90
May-28-07 19 5,461.72 584.60 4,877.12 211,714.78
Jun-28-07 20 5,461.72 571.44 4,890.28 206,824.49
Jul-28-07 21 5,461.72 558.24 4,903.48 201,921.01
Aug-28-07 22 5,461.72 545.00 4,916.72 197,004.29
Sep-28-07 23 5,461.72 531.73 4,929.99 192,074.30
Oct-28-07 24 5,461.72 518.42 4,943.30 187,131.01
Nov-28-07 25 5,461.72 505.08 4,956.64 182,174.37
Dec-28-07 26 5,461.72 491.70 4,970.02 177,204.35
Jan-28-08 27 5,461.72 478.29 4,983.43 172,220.92
Feb-28-08 28 5,461.72 464.84 4,996.88 167,224.04
Mar-28-08 29 5,461.72 451.35 5,010.37 162,213.67
Apr-28-08 30 5,461.72 437.83 5,023.89 157,189.78
May-28-08 31 5,461.72 424.27 5,037.45 152,152.33
Jun-28-08 32 5,461.72 410.67 5,051.05 147,101.28
Jul-28-08 33 5,461.72 397.04 5,064.68 142,036.60
Aug-28-08 34 5,461.72 383.37 5,078.35 136,958.25
Sep-28-08 35 5,461.72 369.66 5,092.06 131,866.19
Oct-28-08 36 5,461.72 355.92 5,105.80 126,760.39
Nov-28-08 37 5,461.72 342.14 5,119.58 121,640.80
Dec-28-08 38 5,461.72 328.32 5,133.40 116,507.40
Jan-28-09 39 5,461.72 314.46 5,147.26 111,360.15
Feb-28-09 40 5,461.72 300.57 5,161.15 106,199.00
Mar-28-09 41 5,461.72 286.64 5,175.08 101,023.92
Apr-28-09 42 5,461.72 272.67 5,189.05 95,834.87
May-28-09 43 5,461.72 258.67 5,203.05 90,631.81
Jun-28-09 44 5,461.72 244.62 5,217.10 85,414.72
Jul-28-09 45 5,461.72 230.54 5,231.18 80,183.54
Aug-28-09 46 5,461.72 216.42 5,245.30 74,938.24
Sep-28-09 47 5,461.72 202.26 5,259.46 69,678.78
Oct-28-09 48 5,461.72 188.07 5,273.65 64,405.13
Nov-28-09 49 5,461.72 173.83 5,287.89 59,117.25
Dec-28-09 50 5,461.72 159.56 5,302.16 53,815.09
Jan-28-10 51 5,461.72 145.25 5,316.47 48,498.62
Feb-28-10 52 5,461.72 130.90 5,330.82 43,167.80
Mar-28-10 53 5,461.72 116.51 5,345.21 37,822.60
Apr-28-10 54 5,461.72 102.09 5,359.63 32,462.96
May-28-10 55 5,461.72 87.62 5,374.10 27,088.86
Jun-28-10 56 5,461.72 73.12 5,388.61 21,700.26
Jul-28-10 57 5,461.72 58.57 5,403.15 16,297.11
Aug-28-10 58 5,461.72 43.99 5,417.73 10,879.37
Sep-28-10 59 5,461.72 29.36 5,432.36 5,447.02
Oct-28-10 60 5,461.72 14.70 5,447.02 1.00
Lessee may not prepay for the firsf half of the lease term. Thereafter, Lessee
may prepay the entire balance plus accrued interest for no additional premium.
For purposes of this Lease, "Taxable Rate,"with respect to the interest component
of Rental Payments, means an annual rate of interest equal to 5.0527%
LESSEE:
City of Fo Worth
By
TitlebC3
After payment of the applicable Purchase Price, Lessee will own the related
Equipment, free and clear of any obligations under the related Lease.
ATTACHMENT A TO SCHEDULE A NO. 1
LESSEE'S ACCEPTANCE CERTIFICATE
Part I•
CITY OF FORT WORTH, TEXAS ("Lessee"), as lessee under that certain MASTER
EQUIPMENT LEASE/PURCHASE AGREEMENT dated as of March 10, 2004, and under
Schedule A. No. 1 thereto dated as of October 28, 2005 (collectively, the "Agreement"), with
BANC OF AMERICA LEASING & CAPITAL, LLC, as lessor ("Lessor") hereby
acknowledges receipt in good condition of all of the Equipment described in Part II below (the
"Equipment"), hereby accepts such Equipment and hereby certifies:
(a) That Lessor has fully and satisfactorily performed all covenants and conditions to
be performed by it under the Agreement with regard to such Equipment; provided, however, that
this certification does not constitute a waiver by Lessee of any rights against third parties,
including the Vendor(s) under the Purchase Agreement(s) (as such terms are defined in the
Agreement) with respect to such Equipment, which exist at the date hereof or which may
subsequently come into being; and
(b) That such Equipment is fully insured in accordance with Section 6 of the
Agreement.
Part II:
The Equipment which is governed by the Agreement identified in Part I above is as
follows:
Item(Ouantity) Description,Make, Model Total Contract Price
See attached See attached $
h
Page 1 Schedule A - Attachment A
DATED: . 20
CITY OF FORT WORTH, TEXAS,
as Lessee
By:
Name: Charles Boswell
Title: City Manager
Page 2 Schedule A - Attachment A
ATTACHMENT B TO SCHEDULE A NO. 1
ESSENTIAL USE CERTIFICATE
I, the undersigned Authorized Officer of the CITY OF FORT WORTH, TEXAS acting
in my official capacity as such, hereby certify with respect to the MASTER EQUIPMENT
LEASE/PURCHASE AGREEMENT, dated as of March 10, 2004 by and between Lessee, as
lessee, and BANC OF AMERICA LEASING & CAPITAL, LLC, as lessor ("Lessor') and
Schedule A No. 1, dated as of October 28, 2005, issued thereunder ("Schedule A'), that the
Equipment referenced in Schedule A shall be used for the following purpose:
Equipment to be used in the normal course of day to day operations of the City's business.
The undersigned hereby further certify and represent that the use of the Equipment is
essential to the proper, efficient and economic operation of Lessee.
DATED: , 20
CITY OF FORT WORTH,TEXAS,
as Lessee
By: L, o
Name: Charles Boswell
Title: City Manager
#586555vl (Texas Schedule A Template 2/19/03) Page 1 Schedule A -Attachment B
ATTACHMENT C TO SCHEDULE A NO. 1
CERTIFICATE OF APPROPRIATION
I, the undersigned Authorized Officer of the CITY OF FORT WORTH, TEXAS
("Lessee'), hereby certify that all Rental Payments (as defined in the Agreement) presently due
for the fiscal year ending September 30, 2006 under that certain MASTER EQUIPMENT
LEASE/PURCHASE AGREEMENT ("Agreement") dated as of March 10, 2004, between
Lessee and BANC OF AMERICA LEASING& CAPITAL,LLC ("Lessor"), and Schedule A
No. 1, dated as of October 28, 2005 thereunder ("Schedule A") have been appropriated by the
City Council and are available, unobligated funds for Lessee for the payment of its Rental
Payment obligations due and owing under the Agreement and Schedule A during such fiscal
year.
IN WITNESS WHEREOF, I have set my hand this /C� ZS , 20
CITY OF FORT WORTH,TEXAS,
as Lessee
By:
Name: C arles Boswell
Title: City Manager
#586555vl (Texas Schedule A Template 2/19/03) Page 1 Schedule A - Attachment C
ATTACHMENT D TO SCHEDULE A NO. 1
GENERAL CERTIFICATE
OF
CITY OF FORT WORTH,TEXAS
We, the undersigned Authorized Officers of the CITY OF FORT WORTH, TEXAS
("Lessee') acting in our official capacities as such, hereby certify with respect to the MASTER
EQUIPMENT LEASE/PURCHASE AGREEMENT, dated as of March 10, 2004, (the
"Master Lease') by and between Lessee, as lessee, and BANC OF AMERICA LEASING &
CAPITAL, LLC, as lessor ("Lessor') and Schedule A No. 1 issued thereunder (the Master
Lease and Schedule A No. 1 collectively referred to as the "Agreement"), as follows:
1. That Lessee is a body corporate and politic, and was validly created and exists
under the laws and the Constitution of the State of Texas and is a political subdivision or
governmental agency thereof.
2. That as of the date of approval of the Master Lease and Schedule A No. 1, the
following named persons constitute the duly acting officers of Lessee:
NAME TITLE
Michael Moncrief Mayor
Sal Espino Councilmember
Chuck Silcox Councilmember
Becky Haskin Councilmember
Donovan Wheatfall Councilmember
Jungus Jordan Councilmember
Carter Burdette Councilmember
Kathleen Hicks Councilmember
Wendy Davis Councilmember
Charles Boswell City Manager
David Yett City Attorney
Martha Hendrix City Secretary
Jim Keyes Director of Finance
3. The City Council of Lessee duly adopted by a majority vote the Resolution
Regarding Leasing Certain Equipment(the "Resolution") authorizing and approving the entering
into the Master Lease and Schedule A No. 1 to the Master Lease, at a duly called public meeting,
at which a quorum was present and acting throughout; the Resolution is in full force and effect
and has not been altered, amended or repealed as of the date hereof; that said meeting was duly
called and open to the public in accordance with the laws of the State of Texas.
4. The following described instruments (collectively, the "Instruments"), as
executed and delivered or authorized by Lessee, are in substantially the same form and text as
copies of such Instruments which were before and were approved or ratified by the City Council
Page 1 Schedule A-Attachment D
of Lessee, and which the officers of Lessee were authorized to execute and deliver for and on
behalf of Lessee:
(a) Master Lease; and
(b) Schedule A No. 1 (including Attachments A through G and I through L
thereto).
5. To the best knowledge of the undersigned, on the date hereof, Lessee is not in
default in the performance or observance of any of the covenants, conditions, agreements or
provisions of the Instruments.
6. The representations and warranties of Lessee contained in the Instruments are
correct on and as of the date hereof as though made on and as of such date.
IN"-.WITNESS HEREOF, we have duly executed this certificate this
20
CITY OF FORT WORTH, TEXAS,
as Lessee
By:
Ze:
e: arles Bo ell
TCity Manager
By:
Name: J' Keyes
Title: Director of Finance
(SEAL)
Page 2 Schedule A-Attachment D
ATTACHMENT E TO SCHEDULE A NO. 1
SIGNATURE AND NO-LITIGATION CERTIFICATE
We, the undersigned Authorized Officers of the CITY OF FORT
WORTH, TEXAS ("Lessee'), acting in our official capacities as such, hereby
certify with respect to the MASTER EQUIPMENT LEASE/PURCHASE
AGREEMENT, dated as of March 10, 2004 (the "Master Lease") by and
between Lessee, as lessee, and BANC OF AMERICA LEASING& CAPITAL,
LLC, as lessor ("Lessor") and Schedule A No. 1, dated as of October 28, 2005
issued thereunder (the Master Lease and Schedule A No. 1 collectively referred to
as the "Agreement") as follows:
1. The Master Lease and Schedule A No. 1 have been duly and officially executed
by the undersigned with their manual or facsimile signatures in the same manner appearing
thereon, and the undersigned hereby adopt and ratify their respective signatures in the manner
appearing on each side of the Master Lease and Schedule A No. 1 whether in manual or
facsimile form, as the case may be, as their true, genuine, and official signature.
2. That on the date of Schedule A No. 1 and on the date hereof, we were and are the
duly qualified and acting officers indicated therein and authorized to execute the same.
3. The legally adopted proper and official corporate seal of Lessee is impressed or
imprinted on the Master Lease and Schedule A No. 1 and impressed on this certificate.
4. No litigation of any nature is now pending before any federal or state court, or
administrative body, or to our knowledge threatened, seeking to restrain or enjoin the issuance or
delivery of the Master Lease or Schedule A No. 1, the authority or action of the City Council of
Lessee relating to the issuance or delivery of the Master Lease or Schedule A No. 1, the
collection of the revenues of Lessee or the imposition of rates and charges with respect to
Lessee, to be used or appropriated to pay the Rental Payments on Schedule A No. 1, or that
would otherwise adversely affect in a material manner the financial condition of Lessee to pay
the Rental Payments on the Schedule A No. 1; and that neither the corporate existence or
boundaries of Lessee nor the right to hold office of any member of the City Council of Lessee or
any other elected or appointed official of Lessee is being contested or otherwise questioned.
5. That no petition or other request has been filed with or presented to any official of
Lessee requesting any proceeding authorizing the issuance of the Master Lease or the
Schedule A No. 1 adopted by the City Council of Lessee be submitted to a referendum or other
election; no authority or proceeding for the issuance, sale, or delivery of the Master Lease or the
Schedule A No. 1, passed and adopted by the City Council of Lessee, has been amended,
repealed, revoked, rescinded, or otherwise modified since the date of passage thereof, and all
such proceedings and authority relating to the issuance and delivery of the Master Lease or
Schedule A No. 1 remain in full force and effect as of the date of this certificate.
Page 1 Schedule A - Attachment E
r •
EXECUTED AND DELIVERED as of -, 20o,<
.
(SEAL)
SIGN URE OFFICIAL TITLE
A� City Manager
Director of Finance
&—'t� ou" City Secretary
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.
GIVEN UNDER MY HAND AND SEAL of office, this d-_6— '(day of
20 oS.
(NOTARY SEAL)
•• ,P, Notary Public, State of Texas
ROSELLA BARNES
* " MY COMMISSION EXPIRES
March 31,2009
Page 2 Schedule A-Attachment E
ATTACHMENT F TO SCHEDULE A NO. 1
OPINION OF COUNSEL TO LESSEE
SEE ATTACHED
Page 1 Schedule A -Attachment F
FORTWORTH
October 25, 2005
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
Re: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT dated as of March 10,
2004 and that certain Schedule A No. 1 dated as of October 28, 2005 (collectively, the
"Agreement"), by and between CITY OF FORT WORTH, TEXAS, as lessee
("Lessee"), and BANC OF AMERICA LEASING & CAPITAL, LLC, as lessor
("Lessor")
Gentlemen:
As counsel for Lessee, we have examined duly executed originals of the Agreement and
Acquisition Fund Agreement and the ratified proceedings of the City Council of Lessee
authorizing execution and delivery of the Agreement and Acquisition Fund Agreement, and
certain other security instruments and documents with respect to the Equipment to be financed
with Lease Proceeds of the Agreement. Based upon the examination and upon such other
examination as we have deemed necessary or appropriate, we are of the opinion that:
Lessee is a public body corporate and politic, legally existing under the
laws of, and is a political subdivision or agency of, the State of Texas.
Lessee is authorized and has the power under Texas to enter into the
Agreement and Acquisition Fund Agreement and to carry out its obligations
thereunder.
The execution, delivery and performance by Lessee of the Agreement and
Acquisition Fund Agreement have been duly authorized by all necessary action
on the part of Lessee and, assuming the due and proper authorization, execution
and delivery thereof by Lessor, constitutes a legal, valid and binding obligation of
Lessee, enforceable in accordance with its terms, except to the extent limited by
bankruptcy, reorganization or other laws of general application relating to
effecting the enforcement of creditors' rights and general principles of equity.
The entering into and performance of the Agreement and Acquisition
Fund Agreement will not violate any judgment, order, law or regulation
applicable to Lessee or result in any breach of, or constitute a default under, any
instrument of which we have knowledge by which Lessee is affected.
OFFICE OF THE CITY ATTORNEY
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102
817-392-7600 * FAx 817-392-8359
1i Printed on recycled paper
No action, suit, proceeding, inquiry or investigation at law or in equity
before or by any judicial or administrative court or agency, is pending or, to the
best of our knowledge, threatened, against or affecting Lessee or its properties
wherein any unfavorable decision, ruling or finding could reasonably be expected
to materially and adversely affect the validity or enforceability of the Agreement
and Acquisition Fund Agreement or could reasonably be expected to materially
and adversely affect the financial condition, business, or properties of Lessee. We
have inquired of the appropriate officers of Lessee whether they know of any such
matters, and they have informed us that they know of none.
Our opinion that the Agreement is enforceable in accordance with its terms is qualified to
the extent that enforcement of the rights and remedies created hereby is subject to (i) general
principles of equity, (ii) applicable bankruptcy, insolvency, moratorium and other similar laws
affecting the enforcement of creditors' rights in general, and (iii) laws concerning recourse by
creditors to security in the absence of notice and hearing.
All capitalized terms herein shall have the same meanings as in the Agreement unless
otherwise provided herein. Lessor and its successor and assigns, and any counsel rendering an
opinion on the tax exempt status of the interest components of the Rental Payments are entitled
to rely on this opinion.
Respectfully submitted,
lah
Sarah Fullenwider
Assistant City Attorney
ATTACHMENT G TO SCHEDULE A NO. 1
CERTIFIED COPY OF APPROVAL
BY LESSEE'S MAYOR AND CITY COUNCIL
CERTIFICATE FOR APPROVAL
THE STATE OF TEXAS )
COUNTY OF TARRANT AND DENTON ) ss.
CITY OF FORT WORTH }
1, the duly acting City Secretary of Lessee,hereby certify as follows:
1. The City Council of Lessee convened in regular meeting on October 11, 2005, at
the designated meeting place, and the roll was called of the duly constituted officers and
members of said City Council,to wit:
NAME TITLE
Michael Moncrief Mayor
Sal Espino Councilmember
Chuck Silcox Councilmember
Becky Haskin Councilmember
Donovan Wheatfall Councilmember
Jungus Jordan Councilmember
Carter Burdette Councilmember
Kathleen Hicks Councilmember
Wendy Davis Councilmember
Charles Boswell City Manager
David Yett City Attorney
Martha Hendrix City Secretary
Jim Keyes Director of Finance
and all of said persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among other business,
the following was transacted at said Meeting: a written
RESOLUTION APPROVING LEASING OF CERTAIN EQUIPMENT AND RELATED
MATTERS
was duly introduced for the consideration of said City Council and read in full. It was then duly
moved and seconded that said Resolution be adopted; and, after due discussion, said motion
carrying with it the adoption of said Resolution, prevailed and carried by the following vote:
Page 1 Schedule A - Attachment G
AYES: All members of the City Council shown present above voted "Aye" except
as shown below.
NOES: C
ABSTAIN:
2. That a true, full and correct copy of the aforesaid Resolution adopted at the
Meeting described in the above and foregoing paragraph is attached to and follows this
Certificate; that said Resolution has been duly recorded in said City Council minutes of said
Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City
Council minutes of said Meeting pertaining to the adoption of said Resolution; that the persons
named in the above and foregoing paragraph are the duly chosen, qualified and acting officers
and members of said City Council as indicated therein; that each of the officers and members of
said City Council was duly and sufficiently notified officially and personally, in advance, of the
time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced
and considered for adoption at said Meeting, and each of said officers and members consented,
in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to
the public and public notice of the time, place and purpose of said Meeting was given, all as
required by Chapter 551, Texas Government Code.
3. That the Mayor of the City Council of Lessee has approved and hereby approves
the aforesaid Resolution; that the Mayor and the City Secretary have duly signed said
Resolution; and that the City Secretary hereby declares that his or her signing of this Certificate
shall constitute the signing of the attached and following copy of said Resolution for all
purposes.
SIGNED AND SEALED theC lday or 20 C5_
i
City Secretary
(SEAL)
Page 2 Schedule A - Attachment G
10/21/05 15:31 FAX 871 5724 CITY OF FT WORTH Q005
City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday, February 10, 2004
LOG NAME: 13BANKOFAMERICA REFERENCE NO.: C-19966
SUMECT:
Authorintion to Establish a Master Lease Financing Agreement with Bank of America
REC0MMENDA`CIQN:
It is recommended that the City Council authorize the City Manager to establish a master lease financing
agreement with Hank of America.
DISCUSSION:
For the past year, the City has utilized a web-based service called Goviesse.net to secure lease financing
for certain items purchased by departments. The Purchasing Division of the Finance Department has
handled the process to finance equipment items, including defibrillators and trash and recycling carts, for
amounts ranging from$80,000 to$1.3 million.
This method offers one main advantage. Govlease.net is a reasonably efficient way for the Purchasing
Division and other departments to secure lease financing. Unfortunately, the rates secured are not always
the best (i.e. lowest) that the City could secure on its credit rating. Also, different financing vendors submit
proposals each time. Thus, there are no long-term relationships that can quickly address any problems that
arise. Finally, with every lease financing transaction, another set of documents must be reviewed by the
Purchasing Division, the Law Department, and the operating departments. This becomes time-consuming
for all staff involved.
Finance Department staff contacted Bank One, JPMorgan Chase Bank, and Bank of America to determine
if any of the institutions offered a better financing vehicle. Bank One did not have anything to
offer. JPMorgan Chase Bank and Bank of America offered a product called a master lease purchase
agreement This product gives governments the means to lease finance items up to a certain dollar amount
every year, at terms ranging from three years to ten years. The rates are based on a spread to Treasury
Notes. The maximum lease-financing amount available to the City resets every year. One set of
documents, established at the beginning of the agreed upon period, is used. Both banks could provide
lease terms ranging from three years to ten years. Both based lease rates on similar spreads to Treasury
Notes. However JPMorgan Chase could only offer a master lease with million dollar-financing
increments. Bank of America's master lease came in minimum increments of$50,000, with the flexibility to
go lower. Given this flexibility, Finance Department staff proceeded to analyze the Bank of America
proposal.
City staff, the City's co-financial advisors, First Southwest and Estrada Hinojosa, and the City's co-bond
counsels, McCall Parkhurst and Kelly Hart& Hallman, reviewed the bank's proposal. Bank of America has
funded the City's Equipment Note Program for fire apparatus for three years. The interest rate formula
compared favorably with the existing rate schedule for the Equipment Notes. The maximum financing
amount available annually is $5 million, with a minimum amount of$50,000; however, smaller draws will be
considered. The term of the Master Lease Agreement is one year, consistent with the City's fiscal year,
with five renewal options.
Logp=e: 13BANKOFAM EMCA Pago I of 2
10/21/05 15:31 FAX 871 5724 CITY OF FT WORTH Q006
„� ..
Based on the experience with Govlease.net and the City's requirements, staff and the City's advisors
determined that the Bank of America master lease/purchase proposal was reasonable and should be
implemented.
FISCAL INFORMATION/CFRTIFICATIO
The Finance Director certifies that funds are available in the City's various operating budgets, as
appropriated, to make the required lease/purchase payments.
TO Fund/AccountlCenters FRONLFundlAccauntlCenters
Submilfted for City Manager's Office by: Charles Boswell (5183)
Originating department Head: Jim Keyes (8517)
Additional Infer a#ipn Car ;, Skipper Shook(8519)
C
Logname: 13BANKOFANMRICA Page 2 of 2
10/21/05 15:30 FAX 871 5724 CITY OF FT WORTH Z003
City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday, October 11, 2005
LOG NAME: 13P05-0251 REFERENCE NO.: **P-10252
SUBJECT:
Authorize the Purchase of New Golf Turf Maintenance Equipment from a BuyBoard Contract with
Professional Turf Products and Jones Equipment; and Lease with Purchase Option Financing from
Bank of America for the Parks and Community Services Department
RECOMMENDATION:
it is recommended diet the City Council:
1. Authorize the purchase of new golf turf maintenance equipment from a BuyBoard contract with
Professional Turf Products and .!ones Equipment for the Parks and Community Services Department
(PACSD) as listed below for a cost not to exceed$302,169.00 with payment due within 30 days of the date
of the invoice;and
Description Unit Price pxthnded Total
BuyBoard Contract m'hProfesslonaf Turf Products
5 ea.Toro Greensnueoter 3250-13,21 HP,greens mowers. $25,176.00 $125,880.00
5 ea.Toro Groundsmaster 328-1),28 HP, out front mowers. $14,935.00 $74,675.00
1 ea.Toro Groundsmaster 4000-D,60 HP,tri-deck mower. $44,660.00 $44,660.00
1 ea.Toro MultiPro 5700,35.5 HP,300 gallon turf sprayer. $28,926.00 $28,926.00
BuyBoard ConMj&w1M James Equipment
2 ea.Smithoo Super Rake,12.5 HP,bunker rake. $14,014.00 M.028.00
TOTAL $342,169.00
2. Authorize financing of this purchase through a Leese with Purchase option for five years at rate of
3.2390° and a cost of $25,534.20 for a total of $327,703.20 for the PACS Department to be obtained
through the City's Master Lease Financing Agreement with Bank of America established on February 10,
2004, (M&C 0-19966).
DISCUSSION:
On March 1,2005, (M&C 0-14701) the City Council authorized the City Manager to continue City operation
of the municipal golf courses with the operational modifications outlined in a long term restructuring
plan. The plan includes the lease of new maintenance equipment to replace the units that can no longer be
economically repaired and will be sold at auction. The FY2004-05 adopted budget included funds to
underwrite the cost of the lease with purchase option as part of the PACS Department golf equipment
replacement plan.
The PACS Department has reviewed the pricing and finds the cost to be competitive. Under Section
271.102 of the Texas Local Government Code, a local government purchasing an item under such a
contract satisfies any state law requiring that the local government seek competitive bids for purchase of the
Rem.
f.ogname: 13P05-0251 Page 1 of 2
1.0/21/05 15:31 FAX 871 5724 CITY OF FT WORTH Z004
BuyBoard was created by the Texas Association of School Boards to increase and simplify the purchasing
power of local government entities by using an electronic purchasing system. The Internet is used to create
a single source for products and services that have been competitively procured and awarded by the
Coaperafiive's Board of Trustees based on Texas statutes. This eliminates the need for members to go
through the bidding process.
MNVBE-A goal is not assigned when purchasing from an approved cooperative or public entity.
DISCAL INFORMATIONLQERTIFICATION:
The Finance Director certifies that funds are available in the current operating budgets, as appropriated, of
the Golf Funds,
BQN\05-0251\KDls
TO Fund/AccountlCenters FROM Fu d/AccounCenters
Submitted for City Manager's Offlrce by: Richard Zavala(Acting) (6222)
Odg'ipat€ng Department Head: Jim Keyes (8517)
Additional InftniaVion Contact: Robert Combs (8357)
Kevin Karls (8356)
Logname: 1.3P05-0251 Page 2 of'2
ATTACHMENT H TO SCHEDULE A NO. 1
ATTACH COPIES OF FILED FINANCING STATEMENTS SHOWING PERFECTION
OF SECURITY INTEREST IN THE PROPERTY AND ASSIGNMENT OF SECURITY
INTEREST TO LESSOR
TO BE COMPLETED AND SUBMITTED CONCURRENTLY
WITH EACH ACCEPTANCE CERTIFICATE
[see attached]
Page I Schedule A - Attachment H
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS front and back CAREFULLY
A.NAME&PHONE OF CONTACT AT FILER(optional]
Oscar E.Cruz/L.Anonuevo 415.765-7450
B.SEND ACKNOWLEDGMENT TO: (Name and Address)
I—Banc of America Leasing&Capital,
555 California Street
4th Floor
San Francisco,CA 94104
L— TX,Secretary of State
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1.DEBTOR'S EXACT FULL LEGAL NAME-insert only=debtor name(1a or 1b)-do not abbreviate or combine names
1 a.ORGANIZATION'S NAME City Of Forth Worth
OR 1b.INDIVIDUAL'S LAST NAME FIRSTNAME MIDDLE NAME SUFFIX
1c.MAILING ADDRESS 1000 Throckmorton CITY STATE POSTAL CODE COUNTRY
Fort Worth TX 76102 US
1d.TAX ID#: SSN OR EIN ADD'L INFO RE lie.TYPE OF ORGANIZATION 1 t.JURISDICTION OF ORGANIZATION 1g.ORGANIZATIONAL ID#,it any
75-6000528IDEBTOIZATIONORGAN
R Political Subdivision TX
NDNE
2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only ma debtor name(2a or 2b)-do not abbreviate or combine names
2a.ORGANIZATION'S NAME
OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
2d.TAX ID#: SSN OR EIN ADD'L INFO RF 120.TYPE OF ORGANIZATION 2f.JURISDICTION OF ORGANIZATION 2g.ORGANIZATIONAL ID#,if any
ORGANIZATION
DEBTOR NONE
3.SECURED PARTY'S NAME(or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P)-insert only gm secured parry name(3a or 3b)
3a.ORGANIZATION'S NAME Banc of America Leasing&Capital,LLC
OR 3b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c.MAILING ADDRESS 555 California Street,4th Floor CITY STATE POSTAL CODE COUNTRY
San Francisco ICA 94104 US
4.This FINANCING STATEMENT covers the following collateral:
Equipment generally described as personal property leased under that certain Master Equipment Lease/Purchase
Agreement dated as of March 10, 2004, Schedule A No. 1 dated as of October 28, 2005, including but not limited
to equipment further described in Exhibit A (See attached) to Schedule A No. 1 and any and all modifications,
additions, attachments, accessories, spare parts, rights to claims and warranties, proceeds and insurance
proceeds therefrom.
All monies and investments held from time to time in the Acquisition Fund (as that term is defined in the
Lease) , and all proceeds therefrom.
PROCEEDS OF COLLATERAL ARE ALSO COVERED.
5.ALTERNATIVE DESIGNATION(it applicable]: LESSEE/LESSOR CONSIGNEE/CONSIGNOR EBAILEEMAILOR SELLER/BUYER AG.LIEN NON.UCCFILING
6. is is to e i e or recor or recor a in t e 7, ec to on a for s
ESTATE RECORDS. Attach Addendum rif aoplicablelADDITIONAL FEEI FootionallAll Debtors Debtor 1 Debtor 2
8,OPTIONAL FILER REFERENCE DATA Muni-Tax Exempt-L.A/OEC 026772/ 1594100-SCH#001
16375190
FILING OFFICE COPY—NATIONAL UCC FINANCING STATEMENT(FORM UCC1)(REV.07/29/98)
1
EXHIBIT A
TO SCHEDULE A NO. 1
Pecan Valley Golf Course
6400 Pecan Valley Drive
Fort Worth TX 76126
Sprayer - 300
Greensmwr
72" OFR
Bunker Rake
Z Boaz Golf Course
3200 Lackland Rd
Fort Worth TX 76116
Greensmwr
72" OFR
Meadowbrook Golf Course
1815 Jensen Rd.
Fort Worth TX 76112
Sprayer- 300
Greensmwr 1
72 OFR 1
Bunker Rake
Rockwood Golf Course
1851 Jacksboro Highway
Fort Worth TX 76114
Sprayer - 300
Greensmwr 1
72" OFR 1
Rough Unit
Golf Division, October 2005
Lease/Purchase Agreement
Banc of America Purchasing and Leasing
** TX STATUS REPORT ** AS OF OCT 28 2005 08:48 PAGE.01
BANK OF AMERICA
DATE TIME TO/FROM MODE MIN/SEC PGS JOBB STATUS
22 10/28 08:47 918186624141 G3--S 00'40" 002 036 OK
--------------------
/Lien Coverpage
Date printed: 10/28/2005
Debtor:
City of Forth Worth
3.000 Throclanorton
Fort Wvrth, Tx 76102
Sill Code: 1.Mani-Tax SxwPt - L.A / OEC
Customer/Contract No.: 026772 / 1594100 -SCR#001
Sch. No.; #001
REF4: 84524 -001
iLien File 4: 16375190
UDS N: 6894894
Order Confirmation 0: 5042510
USerID! 84524
Bhunber of Collateral Pages Attached: 1
Transaction Type: _Origival
Jurisdictions TX, Secretary of State
Please send attachments to:
Mail Address:
UCC Direct Services
330 N. Brand Blvd Suite 700
Glendale, CA 91203
FAX: 818-662-4141—
ATTACHMENT I TO SCHEDULE A No. 1
IRS Form 8038-G or IRS Form 8038-GC (if less than $100,000)
(IRS FORM 8038-G OR IRS FORM 8038-GC FOLLOW)
[see attached]
Page 1 Schedule A -Attachment I
ATTACHMENT J TO SCHEDULE A NO. 1
CROSS-RECEIPT
With respect to the MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT,
dated as of March 10, 2004 (the "Master Lease') by and between BANC OF AMERICA
LEASING& CAPITAL,LLC, as lessor("Lessor") and CITY OF FORT WORTH, TEXAS,
as lessee("Lessee") and Schedule A No. 1, dated as of October 28, 2005 to the Master Lease:
Lessor hereby acknowledges the lease to Lessee of the Equipment listed on Schedule A
No. 1 to the Master Lease and receipt from Lessee of Schedule A No. 1 to the Master Lease
dated as of the date hereof.
Lessee hereby acknowledges the lease of the Equipment pursuant to the Master Lease
and Schedule A No. 1 to the Master Lease.
Dated: � •2- , 20
BANC OF AMERICA LEASING& CAPITAL,LLC,
as Lessor
By:
Name: v ZAAP,Y A"NufV6
Title: ASSI5 iA-AJT
CITY OF FORT WORTH, TEXAS,
as Lessee f.
By: �
ame: les Bosw
Title: City Manager
Page I Schedule A - Attachment J
ATTACHMENT K TO SCHEDULE A NO. 1
NO-ARBITRAGE CERTIFICATE
I, the undersigned Authorized Officer of CITY OF FORT WORTH, TEXAS (the
"Lessee"), make this certification for the benefit of all persons interested in the exclusion from
gross income for federal income tax purposes of the interest component of the Rental Payments
under that certain MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT, dated as of
March 10, 2004, by and between Lessee and Lessor, and under Schedule A No. 1 thereto, dated
as of October 28, 2005 (collectively the "Agreement"), between Lessee, as lessee and BANC
OF AMERICA LEASING & CAPITAL, LLC, as lessor("Lessor").
1. Responsible Officer. I am the duly chosen, qualified and acting officer of Lessee
for the office shown below my signature. As such, I am familiar with the facts herein certified
and I am duly authorized to execute and deliver this certificate on behalf of Lessee. I am the
officer of Lessee charged, along with other officers of Lessee, with the responsibility for issuing
the Agreement.
2. Purpose. This certificate is being executed and delivered pursuant to
Sections 1.148-0 through 1.148-11, 1.149(d)(1), 1.149(g)-1, 1.150-1 and 1.150-2 of the Treasury
Regulations (the "Regulations").
3. Defmitions. The capitalized terms used in this certificate (unless otherwise
defined) that are defined in the Agreement shall for all purposes hereof have the meanings
therein specified. All such terms defined in the Internal Revenue Code of 1986, as amended (the
"Code") or Regulations shall for all purposes hereof have the meanings as given to those terms in
the Code and Regulations unless the context clearly requires otherwise.
4. Reasonable Expectations. The facts and estimates that are set forth in this
certificate are accurate; and the expectations set forth herein are reasonable in light of such facts
and estimates. The undersigned is aware of no fact, estimate or circumstance that would create
any doubt regarding the accuracy or reasonableness of such facts, estimates or expectations.
5. Description of Governmental Purpose and Size. Lessee is entering into the
Agreement for the purposes of funding the acquisition of the Equipment and the costs related to
the issuance of the Agreement.
(a) The Equipment will be owned, operated, and maintained by Lessee and
Lessor has not contracted in any manner with any company, firm or other person or entity
to operate or maintain the Equipment or any part thereof for and on behalf of Lessee.
(b) There is not, and as of the date hereof, Lessee does not anticipate entering
into, any lease, contract or other understanding or arrangement, such as a take-or-pay
contract or output contract, with any person other than a State or local governmental unit,
pursuant to which Lessee expects that the proceeds of the Agreement, or the Equipment
financed therewith or any part thereof, will be used in the trade or business of such
person(including all activities of such persons who are not individuals).
Page I Schedule A - Attachment K
(c) The amounts received from the Agreement, when added to the amounts
expected to be received from the investment thereof, do not exceed the amounts required
to pay the costs of the Equipment, including payment of the Total Contract Price, and the
costs of issuing the Agreement.
(d) No other obligations of Lessee payable from the same source of funds
were sold or delivered within fifteen(15) days from the date hereof.
6. Amount and Use of Proceeds of the Ap-reement. The proceeds of the
Agreement are $302,169.00 of which of$0.00 is for payment of the costs of issuance. There is
no accrued interest on the Agreement. Lessee will pay from its own funds any other cost of
issuance. No proceeds will be used to pay, refund, retire or replace any governmental
obligations previously issued. The proceeds will be used as follows:
(a) The amount of $302,169.00 will be deposited into the Equipment
Acquisition Account and is expected to be disbursed to pay or reimburse the costs of
acquisition of the Equipment. The aggregate amount of the costs of acquisition of the
Equipment is anticipated to be not less than such amount. Any costs of the Equipment
not financed out of the proceeds of the Agreement, or investment proceeds thereof, will
be financed out of Lessee's available funds.
No portion of the amount deposited into the Equipment Acquisition Account will
be disbursed to reimburse Lessee for any expenditures made by Lessee, unless (i)prior to
the date that is 60 days before the date hereof or the date that is 60 days prior to the date
Lessee adopted or expressed its official intent to reimburse such expenditures meeting the
requirements of Section 1.150-2(e)(1) of the Regulations; (ii)the expenditure is a capital
expenditure, a cost of issuance of the Agreement, an extraordinary working capital item
or grant; and (iii) the reimbursement is made not later than 18 months after the later of
(A) the date of the expenditure or (B)the date the Equipment was placed into service or
abandoned but not more than three (3) years after the date of expenditure.
(b) The amount of $0.00 will be used to pay the costs of issuance of the
Agreement.
7. Use of Investment Proceeds. The best estimate of Lessee is that investment
proceeds resulting from the investment of any of the proceeds of the Agreement pending
expenditure of such proceeds for costs of acquiring the Equipment will be retained in the
Equipment Acquisition Account and used to pay or reimburse the Total Contract Price of the
Equipment in addition to those described in Paragraph 6 above.
8. No Replacement Proceeds. Lessee has not established and does not expect to
establish any sinking fund, debt service fund, redemption fund, reserve fund, replacement fund
or similar fund to be used to pay, directly or indirectly, principal or interest on' the Agreement.
Lessee has not pledged or otherwise restricted and does not expect to pledge or restrict any other
funds or property which as a result of the pledge or restriction could be reasonably assured to be
available to pay, directly or indirectly, principal or interest on the Agreement, even if Lessee
encounters financial difficulty.
Page 2 Schedule A - Attachment K
9. Rebate. Lessee has covenanted in the Agreement that in the event that Lessee
should be required to make rebate payments to the United States pursuant to section 148(f) of the
Code, Lessee will make such payments as and when provided in the Agreement.
10. No Artifice or Device. In connection with the issuance of the Agreement, Lessee
has not (a) employed any abusive arbitrage device, or (b) over-burdened the market for tax-
exempt obligations.
11. Agreement Not Hedge Bonds. Lessee expects to expend within three (3) years
from the date hereof, in addition to the costs of issuance of the Agreement, an amount of
proceeds of the Agreement equal to not less than 85% of the net proceeds of the Agreement. No
proceeds of the Agreement have been or will be invested in nonpurpose investments which have
substantially guaranteed yield for four (4) years or more.
12. No-Arbitrage Certificate May be Relied Upon. Lessee has not been notified of
the listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage
certificates may not be relied upon.
13. No Arbitrage. On the basis of the foregoing facts, estimates and circumstances,
it is expected that the gross proceeds of the Agreement will not be used in a manner that would
cause any obligation to be an "arbitrage bond" within the meaning of section 148 of the Code
and the Regulations.
WITNESS MY HAND,this CCt"Y a, aQ, , 20 t1_5_ .
CITY OF FORT WORTH, TEXAS,
as Lessee
By: 4�n�_
Name: J61 Keyes
Title: Director of Finance
Page 3 Schedule A-Attachment K
HOUSTON 1\696479\3