HomeMy WebLinkAboutContract 35252FORTWORTH
AMYJ.RAMSEY
ASSISTANT CITY ATTORNEY
October 13, 2008
Marty Hendrix
City Secretary
Re: Revised Payment Schedule to Supplement
City Secretary Contract No. 35252 (C-22063)
Marty,
(817) 392-7617
amy.ramsey@fortworthgov. org
Attached please find a Revised Payment Schedule intended to supplement City
Secretary Contract No. 35252, an Equipment Leas�-Purchase Agreement with All
American Investment Group, LLC. Please include it with the fully executed agreement
already on file with your office.
Respectf� Ily,
,
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Amy J. R�ms y
Assistant City Attorney
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OFFICE OF THE CITY ATTORNEY
The City of Fort Worth * 1000 Throckmorton Street * Fort Worth, Texas 76102
817-392-7600 � Fax 817-392-8359
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Revised Payment Schedule
Payment Payment Payment Interest Principal Purchase
Number Date Amount Component Component Option Price
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
IS
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
10/29/07
11 /29/07
12/29/07
O 1 /29/08
02/28/08
03/29/08
04/29/08
OS/29/08
06/29/08
07/29/08
08/29/08
09/29/08
l 0/29/08
11 /29/08
12/29/08
O 1 /29/09
02/28/09
03/29/09
04/29/09
OS/29/09
06/29/09
07/29/09
08/29/09
09/29/09
10/29/09
11 /29/09
12/29/09
O1/29/10
02/28/10
03/29/10
04/29/10
OS/29/10
06/29/10
07/29/ 10
08/29/10
09/29/10
10/29/10
11/29/10
12/29/10
O1/29/11
02/28/I 1
03/29/11
04/29/ 11
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
167,749.74
39,385.51
39,529.92
39,674.87
39,820.34
39,966.35
40,112.89
40,259.98
40,407.60
41,20226
45,071.58
45,071.58
45,071.58
45,071.58
45,071.58
45,071.58
45,071.58
45,071.5 8
45,071.58
45,071.58
45,071.58
45,071.58
45,071.58
45,071.58
45,071.58
45,07 ] .5 8
45,071.5 8
45,071.58
45,071.58
45,071.58
45,071.58
45,�71.58
45,071.58
45,071.58
48,193.28
7,459.12
7,313.41
7,167.16
7,020.38
6,873.06
6,725.20
6,576.80
6,427.85
51,562.85
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
2,138.00
4,538.85
4,390.23
4,241.07
4,091.36
3,941.10
3,790.28
3,638.92
3,487.00
3,334.52
3,181.49
3,027.89
2,873.73
2,719.00
2,563.71
2,407.85
2,251.41
2,094.41
1,936.82
1,778.66
1,619.92
1,460.60
1,300.69
1,140.20
979.12
(994.47)
39,739.69
39,885.40
40,031.65
40,178.43
40,325.75
40,473.61
40,622.01
40,770.96
116,186.89
39,385.51
39,529.92
39,674.87
39,820.34
39,966.35
40,112.89
40,259.98
40,407.60
39,064.26
40, 53 2.73
40,681.35
40,830.51
40,980.22
41,130.48
41,281.30
41,432.66
41,584.58
41,737.06
41,890.09
42,043,69
42,197.85
42,352.58
42,507.87
42,663.73
42, 820.17
42,977.17
43,134.76
43,292.92
43,451.66
43,610.98
43,770.89
43,93138
44, 092.46
2,074,990.56
2,034,456.08
1,993,772.97
1,952,940.69
1,911,958.70
1,870,826.43
1,829,543.35
1,788,108.89
1,746,522.51
1,628,011.89
1,587,838.67
1,547,518.15
1,507,049.78
1,466,433.04
1,425,667.36
1,384,752.21
1,343,687.03
1,302,471.28
1,262,625.74
1,221,282.36
1,179,787.38
l ,13 8,140.26
1,096,340.44
1,054,387.34
1,012,280.42
970,019.1 I
927,602.84
885,031.04
842,303.14
799,418.58
756,376.77
713,177.14
669, 819.12
626,302.11
582,625.54
538,788.83
494,79138
450,632.60
406,311.91
361,828.71
317,182.4]
272,372.40
227,398.09
5`tej'�-��`j—���op...x 6 `,`J�'`"�`��
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F�'T Rct.� :���.. . ._ �
i'� � o '-i) �kf . 3 ��-�. t.�.
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44 OS/29/11 45,071.58 817.44 44,254.14 182,258.87
45 06/29/11 45,071.58 655.18 44,416.40 136,454.14
46 07/29/11 45,071.58 492.32 44,579.26 91,483.29
47 08/29/I1 45,071.58 328.86 44,742.72 45,845.72
48 09/29/11 45,071.58 124.79 44,946.79 (0.00)
$2,259,974.57 $226,664.57 $2,033,310.00
Lessee:
Cify of Fort Worth
Signature:
Name Printed: �ernando Costa
Assistant
Title:
Date: /O�/3/o8
APPRO�'ED t1S T(3 FORbG�,�ITY; A� bjr:
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Equipment Lease-Purchase Agreement
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Agreement No. TE-1555
This Equipment Lease-Purchase Agreement is made and entered into as of April 17, 2007, between All
American Investment Group, LLC, as Lessor, 730 17`h Street, Suite 830, Denver, Colorado 80202, and City of Fort Worth,
a home-rule municipal corporation situated in Tarrant, Denton, Parker, and Wise Counties, Texas, as Lessee, whose
mailing address is 1000 Throckmorton Street, Fort Worth, Texas 76102.
For and in consideration of the mutual promises and agreements herein contained and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions: Unless the context otherwise clearly requires, the following terms shall have the respective
meanings set forth below for all purposes of this Agreement:
`Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit C and which
shall be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment as provided in Paragraph 9 hereof.
`Additional Payments" means any amounts (other than Rental Payments) required to be paid by Lessee
pursuant to the terms of this Agreement.
`AgreemenY' means this Equipment Lease-Purchase Agreement, as supplemented and amended from time to
time in accordance with Paragraph 31 hereof.
"Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code
herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder.
`Dated Date" means the date hereinabove first written.
`Equipment" means (a) the equipment identified in Exhibit A hereto, (b) any property acquired in substitution,
renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any of such equipment and
(c) any accessories, equipment, parts and appurtenances appertaining or attached to any of such eq�iipment or from time to time
incorporated therein or installed thereon.
`Escrow Fund" means the fund of that name established and administered pursuant to the Escrow Agreement.
`Escrow AgenY' means CoBiz Bank dba Colorado Business Bank, in its capacity as escrow agent under the
Escrow Agreement, and its successors.
`Escrow Agreement" means the Escrow Agreement, dated as of the Dated Date, among Lessor, Lessee and
Escrow Agent, relating to the Escrow Fund.
`Event of DefaulY' is defined in Paragraph 24 hereof.
`Event of Nonappropriation" means a nonrenewal of the term of this Agreement by Lessee, determined by the
failure or refusal of the goveming body of Lessee to appropriate moneys sufficient to pay the Rental Payments and reasonably
estimated Additional Payments for the next succeeding Renewal Term as provided herein.
`Fiscal Period" means the annual or biennial period used from time to time by Lessee for its financial
accounting and budgeting purposes. Lessee's current Fiscal Period is set forth in Exhibit A attached hereto.
"Initial Term" means the period from the Dated Date to midnight of the last day of Lessee's current Fiscal
Period.
"Legally Available Funds" means funds that the goveming body of Lessee duly appropriates or are otherwise
legally available for the purpose of making Payments under this Agreement, including moneys held in the Escrow Fund.
"Lessee" means the entiry referred to as Lessee in the first paragraph of this Agreement.
"Lesso�" means (a) the entity referred to as Lessor in the first paragraph of this Agreement or (b) any assignee
or transferee of any right, title or interest of Lessor in and to the Equipment, the Escrow Fund or this Agreement (including Rental
Payments) pursuant to Paragraph 27 hereof, but does not include any entity solely by reason of that entity retaining or assuming
any obligation of Lessor to perform hereunder.
`Net Proceeds" means the amount remaining from the gross proceeds of any insurance claim or condemnation
award after deducting all expenses (including attorneys' fees) incurred in the collection of such claim or award.
`Payments" means the Rental Payments and the Additional Payments, collectively.
ST ESC-NBQ NET.doc
`Purchase Option Price" means the price determined pursuant to Paragraph 6 hereof at which Lessee may
purchase from Lessor all of the Equipment on any Rental Payment date prior to the scheduled payment of all Rental Payments to
be paid hereunder for the Equipment.
`Purchase Price" means the total cost of the Equipment, including all delivery charges, installation charges,
legal fees, financing costs, recording and filing fees and other costs necessary to vest full, clear legal title to the Equipment in
Lessee, subject to the security interest granted to and retained by Lessor as set forth in this Agreement, and otherwise incurred in
connection with the financing provided by the lease-purchase of the Equipment as herein provided.
`Renewal Term" means each successive period, in addition to the Initial Term, that is coextensive with
Lessee's Fiscal Period and for which Lessee has extended the term of this Agreement as provided in Paragraph 3 hereof.
`Rental Payments" means the amounts (allocable to a principal component and an interest component)
payable by Lessee pursuant to Paragraph 4 hereof, as payments for the Purchase Price for the Equipment as set forth in Exhibit
8 attached hereto.
"Staie" means the State identified in Exhibit A attached hereto.
2. Agreement to Lease-Purchase Equipment: Lessee hereby agrees to acquire, purchase and lease all the
Equipment from Lessor, and Lessor hereby agrees to sell, transfer and lease all the Equipment to Lessee, all on the terms and
conditions set forth in this Agreement.
3. Term: The Initial Term shall commence as of the Dated Date and expire at midnight on the last day of
Lessee's current Fiscal Period. Beginning at the expiration of the Initial Term, the term of this Agreement shall automatically be
extended upon the successive appropriation by Lessee's governing body of amounts sufficient to pay Rental Payments and
reasonably estimated Additional Payments during the next succeeding Renewal Term in the number of Renewal Terms, each
coextensive with Lessee's Fiscal Period, as are necessary for all Rental Payments identified on Exhibit � hereto to be paid in full,
unless this Agreement is terminated as provided in Paragraph 25 hereof.
The term of this Agreement will expire upon the first to occur of (a) the expiration of the Initial Term or any
Renewal Term during which an Event of Nonappropriation occurs, (b) the day after the last scheduled Rental Payment shown on
Exhibit 8 hereto is paid in full, as well as any and all other Additional Payments due under the Agreement are paid in full, (c) the
day after the Purchase Option Price is paid in full pursuant to Paragraph 6 hereof, except as otherwise therein provided, or (d)at
Lessor's option under Paragraph 24 hereof, after an Event of Default and a termination of Lessee's rights under this Agreement.
4. Rental Payments: Lessee hereby agrees to pay Rental Payments for the Equipment from and after the Dated
Date (but only from Legally Available Funds) to Lessor at Lessor's mailing address set forth above (or at such other address as
may be designated from time to time pursuant to Paragraph 27 hereofl in the amounts and on the dates specified in Exhibit 8
attached hereto. Rental Payments made by check will be accepted subject to collection.
Lessee's obligation to make Rental Payments and to pay any Additional Payments payable under this
Agreement constitutes a current obligation payable exclusively from Legally Available Funds and shall not be construed to be an
indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not pledged
its full faith and credit or its taxing power to make any Rental Payments or any Additional Payments under this Agreement, and
Lessee shall not permit any person or entity (including the federal govemment) to guarantee any Rental Payments under this
Agreement.
5. Agreement to Seek Appropriations; Notice of Event of Non-Appropriation: Lessee agrees that its
governing body will do all things lawfully within such official's power (a) to include amounts to make Payments hereunder in each
annual or biennial budget (as appropriate) to be submitted to Lessee's governing body and (b) to obtain and maintain funds from
which Payments under this Agreement may be made. In the Event of Non-Appropriation this Agreement shall terminate, in
whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated.
Lessee hereby agrees to notify Lessor immediately (and in no case later than 30 days prior to the last day of its
then current Fiscal Period) of the occurrence of an Event of Non-Appropriation.
6. Purchase Option: Lessee is hereby granted the option to purchase the Equipment (in whole but not in part),
prior to the scheduled payment of the Rental Payments in full pursuant to this Agreement, on each Rental Payment date at a
price equal to any Rental Payments due and the Purchase Option Price plus any Additional Payments shown for the Rental
Payment date on which such purchase is to be effective under the column titled Purchase Option Price" on Exhibit 8 hereto. To
exercise the option granted under this Paragraph 6, Lessee shall give Lessor a written notice exercising such option and
designating the Rental Payment date on which such purchase is to be effective and the applicable Purchase Option Price, which
notice shall be delivered to Lessor at least thirty (30) days in advance of the proposed purchase date. The purchase option
herein granted may be exercised by Lessee whether or not one or more Events of Default have occurred and are then continuing
at the time of such exercise; provided, however, that the purchase of the Equipment upon the exercise of such option during the
continuance of an Event of Default shall not limit, reduce or otherwise affect liabilities or obligations that Lessee has incurred as a
resuit of such Event of Default or otherwise terminate the term of this Agreement notwithstanding anything in this Agreement to
the contrary.
Immediately upon any such purchase being made, Lessor shall execute all documents necessary to confirm in
Lessee free and unencumbered title in and to the Equipment (including but not limited to bills of sale), but without warranties and
in where-is, as-is" condition, and release Lessor's security interest in the Equipment and shall deliver such documents to Lessee.
Lessor shall further cooperate in providing for the filing of any necessary releases or other similar documents.
7. Essentiality: Lessee's present intention is to make Rental Payments and Additional Payments for the Initial
Term and all Renewal Terms as long as it has Legally Available Funds. In that regard, Lessee represents that (a) the use and
operation of the Equipment is essential to its proper, efficient and economic governmental operation and (b) the functions
performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or
otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms)
scheduled to be paid hereunder.
8. Delivery and Installation: Lessee shall select the type, quantity and supplier of each item of Equipment
designated in Exhibit A hereto, then cause the Equipment to be ordered, delivered and installed at the location specified on
Exhibit A and pay any and all delivery and installation costs in connection therewith. Lessor shall have no liability for any delay in
delivery or failure by the supplier to deliver any Equipment or to fill any purchase order or meet the conditions thereof. Lessee, at
its expense, will pay or cause the supplier to pay all transportation, packing, taxes, duties, insurance, installation, testing and
other charges in connection with the delivery, installation and use of the Equipment. As soon as practicable after receipt of the
Equipment, Lessee shall furnish Lessor with an Acceptance Certificate. Execution of the Acceptance Certificate by any
employee, official or agent of Lessee having authority in the premises or having managerial, supervisory or procurement duties
with respect to equipment of the same general type as the Equipment shall constitute acceptance of the Equipment on behalf of
Lessee. Regardless of whether Lessee has furnished an Acceptance Certificate pursuant to this Paragraph 8, by making a
Rental Payment after its receipt of the Equipment pursuant to this Agreement, Lessee shall be deemed to have accepted the
Equipment on the date of such Rental Payment for purposes of this Agreement. All Rental Payments paid prior to delivery of the
Acceptance Certificate shall be credited to Rental Payments as they become due as shown on the Rental Payment Schedule
attached as Exhibit 8 hereto.
Lessee understands and agrees that neither the manufacturer, seller or supplier of any Equipment, nor any
salesman or other agent of any such manufacturer, seller or supplier, is an agent of Lessor. No salesman or agent of the
manufacturer, seller or supplier of any Equipment is authorized to waive or alter any term or condition of this Agreement, and no
representation as to Equipment or any other matter by the manufacturer, seller or supplier of any Equipment shall in any way
affect Lessee's duty to pay the Rental Payments and perform its other obligations as set forth in this Agreement. Lessee hereby
acknowledges that it has or will have selected the Equipment identified on Exhibit A hereto using its own criteria and not in
reliance on any representations of Lessor.
9. Disclaimer of Warranties: Lessor, not being the manufacturer, seller or supplier of any of the equipment, nor
a dealer in any of such equipment, has not made and does not make any warranty, representation or covenant, express or
implied, as to any matter whatever, including but not limited to: the merchantability of the equipment or its fitness for any
particular purpose, the design or condition of the equipment, the quality or capacity of the equipment, the workmanship in the
equipment, compliance of the equipment with the requirement of any law, rule, specification or contract pertaining thereto, patent
infringement or latent defects. Lessee accordingly agrees not to assert any claim whatsoever against Lessor based thereon.
Lessee further agrees, regardless of cause, not to assert any claim whatsoever against Lessor for any direct, indirect,
consequential, incidental or special damages or loss, of any classification. Lessor shall have no obligation to install, erect, test,
adjust, service or maintain any Equipment. Lessee shall look solely to the manufacturer, seller and/or supplier for any and all
claims related to the Equipment. Lessee acquires, purchases and leases the Equipment "where-is, "as is" and "with all faults".
Lessor hereby acknowledges that the warranties of the manufacturer, seller and/or supplier of the Equipment, if
any, are for the benefit of Lessee.
10. Title to Equipment: During the term of this Agreement, title to the Equipment shall be vested in Lessee,
subject to the rights of Lessor under this Agreement, unless Lessor terminates this Agreement pursuant to Paragraph 25 hereof
or an Event of Nonappropriation occurs, in which event title to the Equipment shall immediately vest in Lessor free and clear of
any right, title or interest of Lessee. Lessee, at its expense, will protect and defend Lessee's title to the Equipment and Lessor's
rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal
processes of Lessee's creditors and other persons. All items of Equipment shall at all times be and remain personal property
notwithstanding that any such Equipment may now or hereafter be affixed to realty.
11. Tax Covenants; Tax Indemnity Payments: Lessee agrees that it will not take any action that would cause
the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the Lessor or its
assigns thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in timely manner, any action, which
omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross
income of the owner or owners thereof for federal income tax purposes. Lessee agrees to complete in a timely manner an
information reporting return (either Form 8038-G or Form 8038-GC, as appropriate) in the form attached as Exhibit D hereto with
respect to this Agreement as required by the Code.
Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any properry, including
cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereofl to be used directly
or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or
the source thereofl the use of which is legally required or otherwise restricted to pay directly or indirectly Rental Payments under
this Agreement, other than the Escrow Fund and a fund established to make Rental Payments that will not earn $100,000 or
more in one year. Lessee certifies and covenants to the owners from time to time of Lessor's interests in this Agreement that, so
long as any Rental Payments remain unpaid hereunder, moneys on deposit in the Escrow Fund will not be used in a manner that
will cause this Agreement to be classified as "arbitrage bonds" within the meaning of Section 148(a) of the Code.
If Lessee breaches the covenant contained in this Paragraph, the interest component of Rental Payments may
become includible in gross income of the Lessor or its assigns thereof for federal income tax purposes. In such event, Lessee
agrees to pay promptly after any such determination of taxabiliry and on each Rental Payment date thereafter to Lessor an
additional amount determined by Lessor to compensate the Lessor for the loss of such excludability (including, without limitation,
compensation relating to interest expense, penalties or additions to tax).
It is Lessors and Lessee's intention that this Agreement not constitute a"true" lease for federal income tax
purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal
income tax purposes.
12. This Section intentionally left blank.
13. Use of Equipment, Inspection and Reports: During the term of this Agreement, Lessee shall be entitled to
quiet enjoyment of the Equipment and may possess and use the Equipment in accordance with this Agreement, provided that
Lessee is in compliance in all respects with the terms of this Agreement and that such possession and use are in conformity with
all applicable laws, any insurance policies and any installation requirements (including environmental specifications) or warranties
of the manufacturer, seller and/or supplier with respect to the Equipment. Lessee shall provide all permits and licenses, if any,
necessary for the installation and operation of the Equipment. Lessor shall have the right, upon reasonable prior notice to Lessee
and during regular business hours, to inspect the Equipment at the premises of Lessee or wherever the Equipment may be
located. Lessee shall promptly notify Lessor of any alleged encumbrances on the Equipment or any accident allegedly resulting
from the use or operation thereof or any claim relating thereto.
During the term of this Agreement and at Lessor's request, Lessee shall provide Lessor, no later than ten days
prior to the end of each Fiscal Period (commencing with the Lessee's current Fiscal Period), with current budgets or other proof of
appropriation for the ensuing Fiscal Period and such other information relating to Lessee's ability to continue the term of this
Agreement for the next succeeding Renewal Term as may be reasonably requested by Lessor.
During the term of this Agreement, Lessee shall furnish or cause to be furnished to Lessor, at Lessee's
expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Period, the audited financial
statements of Lessee as at the close of and for such Fiscal Period, all in reasonable detail, audited by and with the report of
Lessee's auditor.
14. Security Agreement; Further Assurances: To secure the performance of all of Lessee's obligations
hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first lien on (a) the
Equipment delivered hereunder, on all attachments, repairs, replacements and modifications thereto or therefore and on any
proceeds therefrom and (b) moneys and investments held from time to time in the Escrow Fund and any proceeds therefrom.
Lessee agrees to execute and deliver such additional documents, including, without limitation, financing statements, opinions of
counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to
establish and maintain its security interest in the Equipment and in the moneys and investments in the Escrow Fund or for the
confirmation or perfection of this Agreement and Lessor's rights hereunder.
Lessor is hereby authorized to file financing statements in accordance with the applicable Uniform Commercial
Code.
Under the laws of the State of Texas, each pledge, assignment, lien or other security interest made to secure
any prior obligations which ranks on a parity with or prior to the granted hereby, is and shall be prior to any judicial lien hereafter
imposed on such collateral to enforce a judgment against the Lessee. Lessor will have filed all financing statements for the
Lessee no later than the Acceptance Date, and transferred such possession or control over, such collateral (and for so long as
any is outstanding will file, continue and amend all such financing statements and transfer such possession and control) as may
be necessary to establish and maintain such priority in each jurisdiction in which the collateral may be located or that may
otherwise be applicable pursuant to Uniform Commercial Code 9.301 — 9.306 of such jurisdiction.
15. Risk of Loss: All risk of loss, damage, theft or destruction to each item of Equipment shall be borne by
Lessee. No such loss, damage, theft or destruction of the Equipment, in whole or in part, shall impair the obligations of Lessee
hereunder (including, but not limited to, the obligation to pay Rental Payments when due), all of which shall continue in full force
and effect subject to the terms of this Agreement. If (a) the Equipment or any portion thereof is destroyed (in whole or in part) or
is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof is taken under the
exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the Net
Proceeds of any insurance claim or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration,
modification or replacement of the Equipment or (ii) the payment in full of the then applicable Purchase Option Price. Any
balance of Net Proceeds remaining after completion of such work or payment of such Purchase Option Price shall be paid
promptly to Lessee. If the Net Proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement
or to pay such Purchase Option Price in full, Lessee shall, at Lessors direction, either complete the work or pay the then
applicable Purchase Option Price in full and in either case pay any cost in excess of the amount of Net Proceeds, but only from
Legally Available Funds.
16. Insurance: In the event that Lessee is not self-insured as hereinafter provided, Lessee, at its expense, shall
throughout the term of this Agreement keep the Equipment insured against theft, fire, collision (in the case of vehicles) and such
other risks as may be customary for each item of Equipment in the amounts and for the coverage set forth in Exhibit E hereto,
with carriers acceptable to Lessor, under a policy or policies containing a loss payable endorsement in favor of Lessor, and
affording to Lessor such additional protection as Lessor shall reasonably require. Lessee shall further, at its expense, maintain in
effect throughout the term of this Agreement a policy or policies of comprehensive public liability and property damage insurance
in the amounts and for the coverage set forth in Exhibit E hereto, with carriers satisfactory to Lessor. All such insurance shall
name Lessor as an additional insured. The policies required hereby shall provide that they may not be canceled or materially
altered without at least 30 days prior written notice to Lessor. Lessee shall deliver to Lessor copies or other evidence satisfactory
to Lessor of each insurance policy and each renewal thereof. Failure by Lessor to request evidence of such insurance policies or
renewals, or otherwise to verify the existence of such insurance, shall not constitute a waiver of the requirements hereof. Lessor
shall have the right, on behalf of itseif and Lessee, to make claim for, receive payment of and execute and endorse all
documents, checks or drafts received in payment for loss or damage under said insurance policies. If Lessee is self-insured with
respect to equipment such as the Equipment, Lessee shall maintain during the term of this Agreement an actuarially sound
self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to
Lessor.
17. Maintenance and Repairs: Lessee shall use the Equipment in a careful and proper manner, in compliance
with all applicable laws and regulations and, at its expense, keep and maintain the Equipment in good repair and working order,
performing all maintenance and servicing necessary to maintain the value of the Equipment, reasonable wear and tear accepted.
Without the prior written consent of Lessor, Lessee shall not make any alterations, modifications or attachments to the
Equipment which cannot be removed without materially damaging the functional capabilities or economic value of the Equipment.
18. Taxes: Unless Lessee has provided Lessor with evidence necessary to sustain an exemption therefrom,
Lessee shall timely pay all assessments, license fees, taxes (including sales, use, excise, personal property, ad valorem, stamp,
documentary and other taxes) and all other governmental charges, fees, fines or penalties whatsoever, whether payable by
Lessor or Lessee, now or hereafter imposed by any governmental body or agency on or relating to the Equipment, the Escrow
Fund, the Rental Payments or the use, registration, rental, shipment, transportation, delivery, ownership or operation of the
Equipment and on or relating to this Agreement; provided, however, that the foregoing shall not include any federal, state or local
income or franchise taxes of Lessor.
19. Lessor's PerFormance of Lessee's Obligations: If Lessee shall fail to duly and promptly perform any of its
obligations hereunder, Lessor may, at its option, perform any act or make any payment that Lessor deems necessary for the
maintenance and preservation of the Equipment and Lessor's interests therein, including, but not limited to, payments for
satisfaction of liens, repairs, taxes, levies and insurance. All expenses incurred by Lessor in performing such acts and all such
payments made by Lessor together with late charges as provided in Paragraph 20 below, and any reasonable legal fees incurred
by Lessor in connection therewith, shall be payable by Lessee to Lessor on demand. The performance of any act or payment by
Lessor as aforesaid shall not be deemed a waiver or release of any obligation or default on the part of Lessee.
20. Late Charges: Should Lessee fail to duly pay any part of any Rental Payment or other sum to be paid to
Lessor hereunder (including, but not limited to, any amounts due as a result of Lessors exercise of its rights under Paragraph 25
hereofl on the date on which such amount is due hereunder, then Lessee shall pay to Lessor late charges on such delinquent
payment from the due date thereof until paid at the rate of 12% per annum or the highest rate permitted by law, whichever is less.
21. fndemnification: To the extent permitted by law, Lessee assumes liability for, agrees to and does hereby
indemnify, protect and hold harmless Lessor and its agents, employees, officers, directors, parents, subsidiaries and stockholders
from and against any and all liabilities, obligations, Iosses, damages, injuries, claims, demands, penalties, actions, costs and
expenses (including reasonable attorney's fees), of whatsoever kind and nature, arising out of the use, condition, operation,
ownership, selection, delivery, storage, leasing or return of any item of Equipment, regardless of where, how and by whom
operated, or any failure on the part of Lessee to accept the Equipment or otherwise to perform or comply with any conditions of
this Agreement. The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and
effect notwithstanding the expiration or termination of the term of this Agreement. Lessee is an independent contractor and
nothing contained herein shall authorize Lessee or any other person to operate any item of Equipment so as to incur or impose
any liability or obligation for or on behalf of Lessor. Notwithstanding anything herein to the contrary, any indemnity amount
payable by Lessee pursuant to this Paragraph 21 shall be payable solely from Legally Available Funds and only to the extent
authorized by law.
22. No Offset; Unconditional Obligation: This Agreement is "triple neY' and Lessee's obligation to pay all Rental
Payments and Additional Payments hereunder shall be absolute and unconditional under any and all circumstances subject to
the terms and conditions of this Agreement. Without limiting the generality of the foregoing, Lessee shall not be entitled to any
abatement of rent or reduction thereof or setoff against rent, including, but not limited to, abatements, reductions or setoffs due to
any present or future claims of Lessee against Lessor hereunder or otherwise; nor, except as othennrise expressly provided
herein, shall this Agreement terminate, or the respective obligations of Lessor or Lessee be otherwise affected, by reason of any
defect in or damage to or loss or destruction of all or any of the Equipment from whatsoever cause, the taking or requisitioning of
the Equipment by condemnation or otherwise, the lawful prohibition of Lessee's use of the Equipment, the interference with such
use by any private person or corporation, the invalidity or unenforceability or lack of due authorization or other infirmity of this
Agreement, or lack of right, power or authority of Lessor to enter into this Agreement or any insolvency, bankruptcy,
reorganization or similar proceedings by or against Lessor or Lessee or for any other cause whether similar or dissimilar to the
foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the Rental
Payments and Additional Payments payable by Lessee hereunder shall continue to be payable in all events unless the obligation
to pay the same shall expire or be terminated pursuant hereto (including upon the occurrence of an Event of Nonappropriation) or
until the Equipment has been returned to the possession of Lessor as herein provided (for all purposes of this Agreement any
item of Equipment shall not be deemed to have been returned to Lessor's possession until all of Lessee's obligations with respect
to the retum, transportation and storage thereof have been performed). To the extent permitted by applicable law, Lessee hereby
waives any and all rights that it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to
terminate, cancel, quit or surrender this Agreement or any of the items of Equipment except in accordance with the express terms
hereof.
23. Representations and Warranties of Lessee: Lessee hereby represents and warrants to and agrees with
Lessorthat:
(a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code.
(b) Lessee has the power and authority under applicable law to enter into the transactions contemplated
by this Agreement and the Escrow Agreement and has been duly authorized to execute and deliver this Agreement and the
Escrow Agreement and to carry out its obligations hereunder and thereunder. Attached hereto as Exhibit F is a full, true and
correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to
execute and deliver this Agreement and the Escrow Agreement. Attached hereto as Exhibit G is a full, true and correct copy of
an Incumbency Certificate relating to the authority of the officers who have executed and delivered this Agreement and the
Escrow Agreement on behalf of Lessee, and attached hereto as Exhibit H is a full, true and correct copy of an opinion of Lessee's
legal counsel regarding the legal, valid and binding nature of this Agreement and the Escrow Agreement on Lessee and certain
other related matters.
(c) All requirements have been met and procedures have occurred in order to ensure the enforceability of
this Agreement and the Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as may be
applicable to the transactions contemplated by this Agreement and the Escrow Agreement.
(d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that
in any way limits, restricts or prevents Lessee from entering into this Agreement or the Escrow Agreement or performing any of its
obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or
other laws affecting creditors' rights generally.
(e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is
there any basis therefore, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated by this Agreement, the Escrow Agreement or any other agreement or instrument to which Lessee is a party and
which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement and the Escrow
Agreement. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the
execution and delivery by Lessee of this Agreement and the Escrow Agreement or in connection with the carrying out by Lessee
of its obligations hereunder and thereunder have been obtained.
(fl The payment of the Rental Payments or any portion thereof is not (under the terms of this Agreement,
the Escrow Agreement or any underlying arrangement) directly or indirectly (i) secured by any interest in property used or to be
used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such
properly; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed
money, used or to be used in any activity carried on by any person other than a state or local govemmental unit. The Equipment
will not be used, directly or indirectly, in any activity carried on by any person other than a state or local govemmental unit. No
portion of the Purchase Price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other
than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the
Equipment.
(g) The entering into and performance of this Agreement and the Escrow Agreement will not violate any
judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the
creation of any lien, charge, securiry interest or other encumbrance upon any assets of Lessee or on the Equipment or the
Escrow Fund pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which
Lessee is a parly or by which it or its assets may be bound, except as herein provided.
(h) Lessee is acquiring the Equipment for use within its geographical boundaries.
(i) The useful life of the Equipment will not be less than the stated full term of this Agreement.
Q) Lessee has entered into this Agreement and the Escrow Agreement for the purpose of purchasing,
acquiring and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90
days in advance of its payment or prepayment date. The Purchase Price for the Equipment will be paid directly by Lessor from
the Escrow Fund to the manufacturer, seller or supplier thereof, and no portion of the Purchase Price for the Equipment will be
paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery of
this Agreement.
(k) Lessee has made sufficient appropriations or has other Legally Available Funds to pay all Rental
Payments due during the Initial Term.
24. Events of Default: Each of the following events constitutes an "Event of DefaulY' hereunder:
(a) Lessee fails to pay in full the Rental Payment due on any date upon which such Rental Payment is
due (other than by virtue of an Event of Nonappropriation);
(b) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of 30
days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied;
(c) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or
a receiver or similar officer is appointed for Lessee or any of its property;
(d) any warranty, representation or statement that Lessee made in writing in connection with this
Agreement is found to be incorrect or intentionally misleading in any material respect on the date made; or
(e) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any levy,
seizure or attachment thereof or thereon.
(� if Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably
determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid
under any Lease from its Federal gross income.
25. Repossession and Lessor's Other Rights Upon Event of Default or Event of Nonappropriation:
Immediately upon the occurrence of an Event of Default or immediately after the expiration of the Initial Term or any Renewal
Term during which an Event of Nonappropriation occurs, Lessor may terminate this Agreement or Lessee's rights hereunder and
in any such event repossess the Equipment, which Lessee hereby agrees to surrender to Lessor at such location in the
continental United States as Lessor shall direct. Such right of repossession and other rights as specifically provided in this
Paragraph 25 shall constitute the sole remedies for Lessee's failure to make Payments or otherwise perform its obligations when
required hereunder. If Lessor is entitled to repossess the Equipment hereunder, Lessee shall permit Lessor or its agents to enter
the premises where the Equipment is then located. In the event of any such repossession, Lessee shall execute and deliver such
documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens
and security interests to which the Equipment may have become subject.
Any termination of this Agreement at Lessor's option as provided in this Paragraph 25 shall take effect at the
end of the Initial Term or the Renewal Term then in effect, unless Lessor (at its option) elects to terminate this Agreement on an
earlier date.
Upon repossession, if the Equipment is damaged or othennrise made less suitable for the purposes for which it
was manufactured than when delivered to Lessee, Lessee agrees, at Lessor's option, to: (a) repair and restore the Equipment to
the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (b) pay to Lessor the reasonable
costs of such repair and restoration.
If Lessor terminates this Agreement pursuant to this Paragraph 25 or an Event of Nonappropriation occurs and
Lessee continues to use the Equipment after the Initial Term or any Renewal Term during which the Event of Default or Event of
Nonappropriation occurs or if Lessee otherwise refuses to pay Rental Payments due during a Renewal Term for which Lessee's
governing body has appropriated sufficient Legally Available Funds to pay such Rental Payments, Lessor shall be entitled to
bring such action at law or in equity to recover damages, which shall include but not be limited to reasonable attorney's fees,
attributable to such holdover period for the Equipment that Lessee continues to use or to the remainder of such Renewal Term for
which such appropriations have been made.
Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable
Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity, including the exercise of
any rights and remedies to which Lessor is entitled with respect to the Escrow Fund under the Escrow Agreement and hereunder.
No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at
law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to
time.
No waiver of or delay or omission in the exercise of any right or remedy herein provided or otherwise available
to Lessor shall impair, affect or be construed as a waiver of its rights thereafter to exercise the same. Any single or partial
exercise by Lessor of any right hereunder shall not preclude any other or further exercise of any right hereunder.
26. No Sale, Assignment or Other Disposition by Lessee: Lessee agrees not to (a) sell, assign, transfer, lease,
sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Agreement, the
Escrow Agreement (including the Escrow Fund thereunder) or the Equipment, (b) remove the Equipment from its Equipment
Location identified in Exhibit A hereto or (c) enter into any contract or agreement with respect to the use and operation of any of
the Equipment by any person other than Lessee, without Lessor's prior written consent in each instance. Lessee shall at all times
remain liable for the performance of the covenants and conditions on its part to be performed, notwithstanding any assigning,
transferring or other conveyance that may be made with such consent. Lessee shall take no action that may adversely affect the
excludability from gross income for federal income tax purposes of any portion of the interest component of the Rental Payments.
27. Assignment by Lessor: Lessor may, at any time and from time to time, assign, transfer or otherwise convey
all or any part of its interest in the Equipment or the Escrow Fund, this Agreement or the Escrow Agreement, including Lessor's
rights to receive the Rental Payments or any part thereof (in which event Lessee agrees to make all Rental Payments thereafter
to the assignee designated by Lessor), to terminate this Agreement or Lessee's rights hereunder, to receive tax indemnity
payments pursuant to Paragraph 11 hereof and to repossess the Equipment and exercise Lessor's other rights under Paragraph
25 hereof. Any such assignment, transfer or conveyance may be to a trustee for the benefit of owners of certificates of
participation. No such assignment, transfer or conveyance shall be effective until Lessee's registration agent shall have received
a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such
assignment is made to a bank or trust company as trustee or paying or escrow agent for owners of certificates of participation
with respect to the Rental Payments payable hereunder, it shall thereafter be sufficient that a copy of the agency or trust
agreement shall have been deposited with Lessee's registration agent until Lessee's registration agent shall have been advised
that such agency or trust agreement is no longer in effect. During the term of this Agreement, Lessee shall keep, or cause to be
kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code.
Lessee agrees, if so requested, to acknowledge each such assignment in writing within 15 days after request therefore, but such
acknowledgment shall in no way be deemed necessary to make any assignment effective. Lessee further agrees that any
moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to
Lessee's benefit.
28. Costs: Lessee shall pay Lessor all costs and expenses, including reasonable attorney's fees and costs
related to repossession of the Equipment (including, without limitation, the costs and expenses to deliver possession of the
Equipment to such location as Lessor directs pursuant to Paragraph 25 hereofl and the exercise of remedies with respect to the
Escrow Fund, incurred by Lessor in enforcing any of the terms, conditions or provisions of this Agreement and the Escrow
Agreement.
29. Severability: If any provision of this Agreement is or becomes invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability will not affect the other provisions of this Agreement, which shall be valid and enforceable to the
fullest extent permitted by law.
30. Notices: All notices, reports and other documents provided for in this Agreement shall be deemed to have
been given or made when delivered (including by facsimile transmission) or three days after being mailed by certified mail,
postage prepaid, addressed to Lessor or Lessee at their respective mailing addresses set forth above or such other addresses as
either of the parties hereto may designate in writing to the other from time to time for such purpose.
31. Amendments: This Agreement, the Escrow Agreement and the Exhibits attached hereto constitute the entire
agreement between Lessor and Lessee with respect to the Equipment and the subject matter hereof. No term or provision of this
Agreement may be changed, waived, amended or terminated except by a written agreement signed by both Lessor and Lessee,
except that Lessor may insert the serial number on Exhibit A hereto of any item of Equipment after delivery thereof.
32. Construction: This Agreement shall in all respects be governed by and construed in accordance with the
laws of the State in which Lessee is located. The titles of the Paragraphs of this Agreement are for convenience only and shall
not define or limit any of the terms or provisions hereof. Time is of the essence of this Agreement in each of its provisions.
33. Parties: The provisions of this Agreement shall be binding upon, and (subject to the limitations of Paragraph
26 hereofl shall inure to the benefit of, the assigns, representatives and successors of Lessor and Lessee. If more than one
Lessee is named in this Agreement, the liability of each shall be joint and several.
34. Counterparts: This Agreement may be executed in several counterparts, each of which when executed shall
be deemed to be an original, but all together shall constitute but one and the same agreement.
35. Interest: If under applicable law any part of the Rental Payments is deemed or determined to be imputed
interest, finance charges or time-price differential ("Interest), Lessor and Lessee agree that the Rental Payments shall be deemed
to be level payments of principal and Interest, with such Interest accruing on principal amounts outstanding from time to time.
The rate of such Interest is not intended to exceed the maximum rate or amount of interest permitted by applicable law. If the
Interest exceeds such maximum, then at Lessor's option, if permitted by law, the Interest payable will be reduced to the legally
permitted maximum amount of interest, and any excessive Interest will be used to reduce the principal amount of Lessee's
obligation or be refunded to Lessee.
36. Escrow Agreement: (a) In order to provide financing for the costs to acquire the Equipment, Lessor and
Lessee hereby agree to execute and deliver the Escrow Agreement, substantially in the form of Exhibit 1 hereto, on the date of
execution and delivery of this Agreement.
(b) If an Event of Nonappropriation occurs prior to Lessee's acceptance of all the Equipment, the amount
then on deposit in the Escrow Fund shall be applied to prepay the unpaid principal component of the Rental Payments in whole
on the first business day of the month next succeeding the occurrence of such event plus accrued interest to the prepayment
date; provided, however, that the amount to be prepaid by Lessee pursuant to this Paragraph 36 shall first be paid from moneys
in the Escrow Fund and then from Legally Available Funds and other moneys available for such purpose as a result of the
exercise by Lessor of its rights and remedies under this Agreement. Any funds on deposit in the Escrow Fund on the prepayment
date described in this subparagraph (b) in excess of the unpaid principal component of the Rental Payments to be prepaid plus
accrued interest thereon to the prepayment date shall be paid promptly to Lessee.
(c) To the extent that Lessee has not accepted items of Equipment before the eighteen-month
anniversary of the Dated Date, the amount then on deposit in the Escrow Fund shall be applied to prepay the unpaid principal
component of the Rental Payments in part, in inverse order of Rental Payments, on the first business day of the next month plus
accrued interest to the prepayment date; provided, however, that the amount to be prepaid by Lessee pursuant to this Paragraph
36 shall first be paid from moneys in the Escrow Fund and then from Legally Available Funds.
Notwithstanding any such partial prepayment, this Agreement shall remain in full force and effect with respect to the portion of the
Equipment accepted by Lessee during such eighteen-month period, and the portion of the principal component of Rental
Payments remaining unpaid after such prepayment plus accrued interest thereon shall remain payable in accordance with the
terms of this Agreement.
Lessee hereby acknowledges that it has read and understands this Agreement.
In Witness Whereof, Lessor and Lessee have each caused this Agreement to be duly executed
and delivered as of the date first above written.
Lessee: City of Fort Worth
�
arc A. Ott
Assistant City Manager
Date: �CI 2�1 �
Approved o orm and Legali •
���. < 2
Amy J. Ram
Assistant C' Atto ney
A st:
.
arty Hendrix
City Secretary
r �(
�� 1 i � r ,-_.,.
Date: � �� �lL�, �
Recommended by:
� �/
�;,
Robert Gorode, P.E., Director
Transportation and Public Works
Lessor: All American Investment Group, LLC Attest:
Signature:
Name Printed: Cheri A. Cattoor
Title: Chief Operatinq Officer
Date:
Signature: �
Name Printed:
Title:
Date:
� � ���� � �
COI'l��a�i; ALl'��OY'].�AI�.lAk3
9 �,
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,
(b) If an Event of Nonappropriation occurs prior to Lessee's acceptance of all the Equipment, the amount
then on deposit in the Escrow Fund shall be applied to prepay the unpaid principal component of the Rental Payments in whole
on the first business day of the month next succeeding the occurrence of such event plus accrued interest to the prepayment
date; provided, however, that the amount to be prepaid by Lessee pursuant to this Paragraph 36 shall first be paid from moneys
in the Escrow Fund and then from Legally Available Funds and other moneys available for such purpose as a result of the
exercise by Lessor of its rights and remedies under this Agreement. Any funds on deposit in the Escrow Fund on the prepayment
date described in this subparagraph (b) in excess of the unpaid principal component of the Rental Payments to be prepaid plus
accrued interest thereon to the prepayment date shall be paid promptly to Lessee.
(c) To the extent that Lessee has not accepted items of Equipment before the eighteen-month
anniversary of the Dated Date, the amount then on deposit in the Escrow Fund shall be applied to prepay the unpaid principal
component of the Rental Payments in part, in inverse order of Rental Payments, on the first business day of the next month plus
accrued interest to the prepayment date; provided, however, that the amount to be prepaid by Lessee pursuant to this Paragraph
36 shall first be paid from moneys in the Escrow Fund and then from Legally Available Funds.
Notwithstanding any such partial prepayment, this Agreement shall remain in full force and effect with respect to the portion of the
Equipment accepted by Lessee during such eighteen-month period, and the portion of the principal component of Rental
Payments remaining unpaid after such prepayment plus accrued interest thereon shall remain payable in accordance with the
terms of this Agreement.
Lessee hereby acknowledges that it has read and understands this Agreement.
In Witness Whereof, Lessor and Lessee have each caused this Agreement to be duly executed
and delivered as of the date first above written.
Lessee: City of Fort Worth
Marc A. Ott
Assistant City Manager
Date
Approved as to Form and Legality:
Amy J. Ramsey
Assistant City Attorney
Lessor: All American Investment Group, LLC
" 1
Signature: ���- �, . �,iv�tL
Name Printed: Cheri A. Cattoor
Title: Chief Operatinq Officer
Date: `F -� `� � �
Attest:
Marry Hendrix
City Secretary
Date:
Recommended by:
Robert Goode, P.E., Director
Transportation and Public Works
Attest:
�` I
Signature:`� .:L z�� cc�� � ��(_ � �"'C'�7 i ��C! ;,;� :
Name Printed: �J C�,� Z I C t' C�� � ���C� t� �2 i� i
Title: � i�`� "' �; ��: E� �� ,� , li.� � i
Date: �* :�? ti - ; � 7
LIST OF CLOSING DOCUMENTS
1. Equipment Lease-Purchase Agreement
2. Equipment Description and Location (Exhibit A)
3. Rental Payment Schedule (Exhibit B)
4. Acceptance Certificate (Exhibit C)
5. Form 8038G/GC (Exhibit D)
6. Insurance Coverage Requirements (Exhibit E)
7. Form of Authorizing Resolution (Exhibit F)
8. Incumbency Certificate of Lessee (Exhibit G)
9. Opinion of Lessee's Counsel (Exhibit H)
10. Escrow Agreement (Exhibit I)
11. Payment Request Form (Exhibit A to the Escrow Agreement)
12. Escrow Fund Draw Schedule (Exhibit B to the Escrow Agreement)
13. Escrow Agent Fee Schedule (Exhibit C to the Escrow Agreement)
14. Lessee Invoice Information Form
15. Assignment Agreement (IF APPLICABLE)
16. Notice and Consent to Assignment (IF APPLICASLE)
10
Agreement No. TE-1555
EXHIBIT A
EQUIPMENT DESCRIPTION AND LOCATION
1. Description of the Equipment: Amtech Traffic Lighting System
Conversion of traffic signal lamp systems from incandescent to light-emitting diode (LED) type. Project scope
includes vehicular and pedestrian traffic signal systems located throughout the City of Fort Worth, Texas.
Please refer to the attached Specifications and the Description of Items for a detailed list of the equipment.
2. Serial Number(s) * (if available/applicable):
3. Equipment Location: throughout the City of Fort Worth, Texas
4. For purposes of the Agreement, "State" means the State of Texas.
5. Lessee's current Fiscal Period extends from October 1 to September 30.
Lessee: City of Fort Worth
�Marc A. Ott
Assistant City Manager
Recommended by: �
/
Robert Goode, P.E., irector
Transportation and Public Works
* Lessee authorizes Lessor to insert serial number of Equipment when determined by Lessor as provided in
Paragraph 31 of the Agreement.
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Ir.se:� LED Speciticatior.s
SPECIFIC:�TIOrS
1.0 GE�ERaL SPECIFICaTIO�S FOR CO�VERSIOti OF TR-�FFIC SIG�:�LS TO LED I�SERTS
I.1 T'nis specifcarion, [he Ger.eral Cor.ditions and ti:e Special Provisioes far cons�:ctior. in the City of Fort 1�4orth
(4':e Cir�), �vhe.e applicable, shall �ove:a the mater.als acd r�lacemer.t of tra�c sibna[s, ir.cludinQ pedescian
ir.�:car.oes at all inte:secr.or.s. V
1._ This pr�ject shall consist of installin; mater.als and equipment necessary to compiete 4'�e conversion of traffic
sirr.al incar.desceat lamos to LED inserts �afric si�al at tocatioes as set o4t in the contract se� The project
shall inciude convenine word le�end pedesr.-ian indicatior. to inceraadonal syTnbol LED inserts. T':�z ConCactor
shall h:raish all required matz:ials ar�d shall install and ac�vate LED's.
1.3 1.3 rlll installation wor?c shall be in accordar.ce wich the applicable secr.ons of the Natior.al Elec�icat
Code (�,�EC), 1oca1 ordinances and rzm.ilations, these specificarions. In the event that t�'�ese specincations should
be less restricnve than the ��C, the NEC shall prevail. Ar:y de��iarion from these specif:cations shall be
cor.s:�e:ed ur.acc�table unlzss author,zed in writin; by the Trat ic Szrvices �Iana?er or desi�nee.
A11 wor'ananship shall be of the hiQhest quality. Finished work shall oe neat and er.cluttered in appearance.
The Ciry wzll have the authoriry to bar from this project any Contracto�s erLployee whose work is judQed
substar.dard and ur.acceptable by the project City Inspector wit�'t approval of the Traffic Services �[anaeer. The
Cor.tractor shall scitedule his work so as to cat:se the minimum in�erfer�r.ce with traffc and the operation of the
exis�in; si�:a1 system. E:cistins si�als may be shut dow�n for modification anc�"or zquipment insralla�ion only
with �':e anoroval of t�'�e Traffic Se: vices 1�tar.asec or his desi�nee with a minimum of =�8 hour. notice.
T'ne Cor_�actor's responsieiliry in re;ard to T:affic Si�ai ir.stallation work shalI cocsist of the followin� items:
(.=�) Fu.�nishin; and installinQ LED t�afric si�a1 inserts, incLudinQ pedestnan ir.dicar:ons, miscetianeous
nuu, bolts, ar.d �vashe:s, and all othe: miscellar.eous eauipmer.t as required to comnlete tl:e project,
inclucir.J all necessary bar.-icades or devices r�quired to maintain proper tra�c control in accord�:nce
wili`� the Texas �Iar.ual on Lnifor::� T:af�.c Cor.trol Devices (T�IL;TCD).
(B) �[aintaininQ e;cistin; �affic sional ope:aaons includin; orovic'in� all mat�ials ar.c labor.
(C) R_movin� and salra�r.�7 existir:; �affic siac:al e:�uinmenr.
(17) It s;1all �e t:�e responsibility of the con�actor to pe:�or.n t�e followir.g at r.o addidonal compensation:
t. P:ecent ar;i prooerty dar.�age to prone:t;r o«re?s polzs, Fer.ces, lar.c'scapin�, maiiboxes, ete.,
and repair any damaQes.
�. Provide acc�ss to all driveways dcrin� constr�ction.
3. P�otect s1l unde: � ound and / or over;:ead utiliries.
L- T'r.e Cor.�ac:ers resper.s:oiliry for cor:ecrinQ any sebstancard w•or:c.-aanship ar.�. or n:ater.als shall exter.d for a
�er:o� of �•ve^ry fois �=1) menL�:s fr�m the dacz ��:e siQ.*:aI is acceoieC ov ��e City.
'_.0 �L�7ERI �LS
'_1 General `�otes
B-lU
�...1 It is tl;e Cor.�acto�'s r�s;,or.sioilirr to fi�r:.isn all c:iatedals ne:essary to comol�;e tra�c si;r.al indicaricn
cor.��ersion, w•het,�e: t�4e ite:n is specificaIl;r mer.noned or not. ?.11 unspecified matzrials (i.e., elecc-ical tape,
bolts, ar.d nuts, etc.) shall meet tF.e re:�uiremen[s of �".e �+aticr.al Elec�ical Code. All materals s�:opued by the
Contrac,or siall be r.e:v un-��reciated stock.
�.1.? If rnore tt:an or.e uni� of a Qivzn bid item is requ;red. tk:en the Conractor shall e:isu:e that all urits arz u`�e
pro�:ct oi one r.7aruTac�::v:, urless ot!:er�,visz �'i:e::�e�' bv the Cir� T:at"fic En�.r.eer or desiQz:ee.
?.?.; :�ll ma�er.als furnis::ed b;r the Cor.�actor shall beceme li`:e procerv of t�`:e City of For �Vorch, e�zctive upcn
successful compledon of a 30 da;r test pedod. E:ccept for ma�er.als supplied by the Cir�, the Contraccor shall
have full resnonsibility for mateaais until the date of acc�tance �vith respect to damage, L`:eft, or loss.
�.1.5 Paor to final acceptance by t�`:e Ciri, d:e Cor.�actor is :esponsi�le for rzmoval, replacemer.t anc' reir.sta!lacon of
ar.y dama�ed mate^al at the Ccn�actor's e:cpense.
3.? "Traffic Si;nal Heads
Each �afiic si�al head supo(ied shall meet the follo�vina reGuire:nents:
=.2.1 The hot:sir.� ar.d door of the siQnal head shall be made of die cast aluminum alloy in accordance with
A.S.T.�I. Specificatior. B8�-�7T. Sand-cast aluir.inum alloy shall be used for other parts of the si�al head
if in accordance wit:� :�.S.T.�L Specitication B26-�7T. The visors shall be fabricatzd from aluminum
sheet cocforaiinQ to the �.S.T.�f. Soecification B�09-�7T. :�11 miscellaneoas parts such as hinRe pins,
lens clips, loc:cinQ devices, etc. s:all oe made of a non-cor:osi��� matenal. y
?.?.2 Tae housing of the si;al heads shall be corstn:c:zd of interc:�anQeaole sectior.s. All extenor ma"tins
surfaces shall be flat to assure wate:�roof and dust-proof assembly of sections. The too ar.d bottom of the
szctions will hao•e an oper.ing approximately two (?) incnes in diameter to per.nit the entrance of or.e and a
half (1-!!) ir.ch pipe nipples. Each secrior. shall have serated oper.in�s or equivalent, for providin; a
gosit;ve and loc!<ed positionins of signal sections w;�en t�sed with ser.at�d mast arm or span w'ir� mountinQ
brac <e[s. y
�.�.3 T'ne hous:a; door shall be equipped wit.1 a watzrtight and dust-tis. t molded neopreaz Qasket. The door of
each sisnal section shall be attached to the honsine in a�.vatenisht and dust-proof mannec. Non-corrosive
hiae: pins ar.d t�vo (2) wing sc:ew•s w;11 be fumis"ed on each deor for ooeainQ and closin; witfiou� the use
of special toois. Taese hir,�es aad sc.ews s:�all be of such des:Qn as to a11ow ever Qas:<�t pressure.
_._.-� Eacn si�:al 'aead section shall be Farcisf:ed with a detac;�able ruanzl h��e visor ::nless othervise specifiec'.
Visors shall oe a;ninialum oP �ea (10) ir.ches in ler.Qth (depth) for twetve �1?) inch siQnals, or a minimi:m
of seven (7) inches in le.^., h(depth) for eisnt (3) inch si�al heads where specificall;� call for in t��e
const:uct;on plans. Visors shall be attached to the door assemblies in a manne: that faciiitatzs f:eld
removal and installat:on. Visors shail be .aoricated frora alurnir.um ar.d srall noc for.-n a cor,iplete cire(e
and s::al1 ha�-z che bor.om ooea, unlzss louvers are required.
^_.^_.� T.affic si;.^.al �:oesin, sha(1 be fu:ais:�ed an LED inse^ taat comolies with section �.3 in the star.card Red,
:�.�nbe: aad Gre�n cor.f:��ratior. as speci:ied by the T�ILiTCD.
�._.6 .� t�r,nir.at btoc'.< snait be orovidzd ,vid: each siQnal hea�' for fa;:ilitacir.; field :virtr.s. T't.e pi�_tsil leads
from t"e lamo recep�ac,es s4all be cor.r.ected �o a com:non .erminal block within the head assemolv. Each
�e;-nir.al oloc'.< wilI oe at feast � SiX (�) �O�1L10P., [�v�[cz (L') ter.ninat srip secur�ly iastened at bot�`� er.ds ro
the si�nat housir:v.
��' .�11 �ra`�.c sie*:al hea�s �hail confor.n to �':e recuire:ae��s oc the T� :as �[ar_��al On Lr.iform Control
Devices. 1Q�0 in color aed a:-ar.�emz^�. Tne housinQ and outside �-�:r`ac� oi the v;sors sha[l be "Federal
Y':l:ow•" in color. Tae insi�e surtace ef visors s� all be a`'Duii" or '`Flat-biac:�' color. �ie outsid� surfac�
B-11
shall have a minir,.ur.i of rvo ('_) coar of baked c.".reme yeilo�v ena:r,e1 (TT-C-:9�E1310), �[�:r.szll
notation O.�C'P �7� 1�i3, pe. F�.�. Specincation L-303-B a..d :�ST�I D 1�3�.
'.3 LED Traffic Si;nal Lamp Lnit
�.3.1 This specification desc:�,bes the minimum accyptablz desi� and pe:.`ornanc� rze�uirzme,^.ts for a 1? in.
(300r�.m) or 3 in (^_00 mml LcD (liQht emittin; dicce) traf5c si�al lamp ur.it. The equioment furnished shall
cor.for.m to t!:ese Specifications. Further, the ec�uipment shall confor.n to the applicable requirements of:
the lindervriter's Laooratory Incerporate (i:L); the A.�nerican Socizcy for Testino snd �;[atenals (.�ST�I);
[he A.-ne:ican Star.dards Institutz (.�:�iSI); the �iational Elect.:cal Manufacture;'s ?�ssoc:ation (�E�(.-�);
and ot!;e: appiicable standards anC specificacior.s.
(A) Tne LED [raf ic si� al lamp ur.it shall comply at a minimLm with t�ke Instin:te of T^�,s.��er�:rioa
EnQinee:s (ITE) specification for Ve:�ic(e Traffic Cont�ol Sisr!al Head — Lis1t Emirina Diede (LEDI
Circi:Iar Si�al Suc��te;nent (��T'CSHI; adopted June'00�, for circular ir.dicadons ar.d Vehicle Traffic
Conffol Si�al Head Part 3: Li�;t E�riittir� Diode fGEDI �.�o�v Traffic Si�*+al �[edulPs for ar:o�v
ir.dicsaons.
(B) The LED shail ha��e an "ir.cancescent" look, tsi�; L'�e mir,imu.-n nt:r.7be: of LED's li':at comp[y wi��
the ITE specification.
(C) If proper orier_ia�on of t1:e LED unit is required for oprimum pe::'or.nar:ce, a clear, durable ar.�
unmistaksble ma: tinQ shall be provided on each lens as to its prope: orieniation (top or bottom).
(D) Tre manufacn;:er's name, serial niu:lbe. and othe: necessar� i�'enrification shall be pe:r�acently
mar::d on the bac'�siCe of the LED �af�c si�nal lamp unic. A label shall be placed or. ti•.e unit
ce:tiriing compIiance to ITE standards.
23.3 Documer.tation Requir�mer.w
(.?) Each LcD Caf::c si�at la:r:p nnit s;�all'oe provided ��•it�`: t:�e follo�vin� docur.:er.tatioe:
(1) Complete and accl:rat� ir.stallation suic'e.
(�') Contact aame, ad�ress, ar.d telepaor.e m:rnoe; for t �e represe::tati�re, tnar.ufacti::e;, or
distributor Por waranty repair.
(B) If che LED prod�:ct has r,ot been previonsl�i aporo�-ed for use in the Cir•, thea a copy the LED �
VTCSH chec!< fist in Apee.^.di.�c "?." of this speci:icacien m,ust be provi�'zd wi�h aIl sunporring
infom.aticr as requi:�d.
"_.�3 Si;nul Head Louvers
''.d.l Lou:�e:s s;.all �e provided Por t��tuse s;gr:al sectior.s indicatzd in t'�e plar.s. All [ouvz;s s:.all'oe of such
desi�n as to oro��ide visibiiiry of the ler.s tor �he intenCe� [ane of craifc as ir.dicated bv �, e p(ar.s ar.c block
visi�iii�i to all ot:�e: lar,es. �
�.a.� T'r.e ir.ce:aal ar.anQemer.t of eac� Io�:ve: shall consist of � var.es or ; ba:'fles w;t:t ; de�:ee cut-ot� rient of
cen�er, or unless spze;ficailv call for in the plar. sec. �ll lou�-ers or baffles shall nacz a Tlat biac'.: hr.is::. �Eac"
lou�er or ba :1e sl:ail be ot suicaoie w•eiezat a.n� size ro 7� irs:de �:e full circ;e vis�r fi:.*r.ished far the in�er:�zd
si�al section.
_.-.3 Louvers slall'ee secure� ov �cets to t�':e cisor. BaT:izs sha11 be;ecu:ed by spor.�,e 0-:ir.�s.
� � , -,�r ^�c`, D�il
,
/-'. � �r' I�ii n i� i I i.
" i; �''f 3��, � i., ;�; ��� ��l ��,,J
,J�,� ;,5�'I�Y;� r�_''�I°1�,�
�, �`�,�, „ �,1 ��: � r
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B �'!�'�!`�;II�;Ji� U��G��
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3.5 Traf.ic Si;nal Head �Iountin; Hardsvare
Each mour.tins ha:dsvar� asse...bi;� s. all 'oe a t�r.i�;e:sal:,r adjasable s;�r_a1 b:ac'.cet, neet:r� u`�e `ollowir.�
requi�e:r.er:u Iistzd'oelo.v:
?.�.I T'ne brac!c�t s;.all allow for �af�ic si�ai head roratien about tl:e bracket a.-cis, rotaticn aoo�:t the supcorur:Q
membe: a.�cis, rotation ea L'�e ve.scal plar.�, ar.d slidins of �4e support tube a�airst L�e brac:<et connecticn oaint
on the st:pporing membe:.
:S.'' T'ne brac!<�t sha11 be aitac�ec to t�e si:rpert:r.�T st�:cn::e �vili'� a s,ainless stzel bar.d or cable capaGle of
�vit�`istandir.� 100 KSI ter.silz sr.ess.
? �.3 T"ne orack�t actac.'ur:e^t to t",e siP:,al head shall asst:me risid connzctien throuQa the er,ds of u e si�:al head ar:d
fit t�':e bcand of signat �za�' supnlied by the Conrracior oa this project.
3.�.� The orac'.c.t sball be of tt:e h,�e to acce�t the r.urr.be: of si�:al sectior.s �ecified in tl:e pia�s for each signal
head.
'_.�.� BoGT� ar:ns of the bracket shall oe cast from aluminurn alloy and 'ce secured about th.eir rotationai asis bv se:
sc:ews. T'r.e a.^n on one sic'e of t�'�z n:be sha11 oe ir.te:aally th:ea�'ed to accommocate the threaced support tube.
�.�.6 The eatire assembly shall be capab!e of secnrely sucoottin� a si�at head t.nde: 80 mph wind loaCin;
cor.ditions on t�e attached memoer.
'.�.7 All parts used in tt^.is asse:roly shall be made of cor:osion resistant material or be coated with a cor.osion
resist�nt finish.
'_'.�.3 ?� wirine c7anr.el or paih shall oe provided that allows the wirin� �om t�4e supporting mernbe: (si�al ar.n or
pole) to the signal he�d to be completzly concealed wi47in the meuntu:a assembly.
'_.�.9 Each bracket sha11 be fi:.^1SI12� C0I^.DIzCz �.4:Ly [��:C r.ecessari har�w•ard for ir.st�llation on [he si�al �.:ppor.in;
memoer.
?.6 Pedestrian Signal Head
Each pedes,: �r, si�al head must me�t u`:e followin� requirement�:
e.6.1 i ae ma�imur!m cimersior.� of t�5e sis::al head s;ia,l be:
18 I; = ir.. (-� i 0 mm) wi�'e
13 3�'� in. (4-3 mr,1) hi�h
9 in. ("30 :run) de�p.
S�^alle: sized �edes�.ian hea�s maj be specificalle%calle� for in tl:� cor.sL-�:crion plan szt.
^_.6? T'r.e housins aad doors of the pecesr.-iaa he�c s"all ne made of die cast aturur.um a11oy in accordar.ce wich
A.S.T.�I. SpeciTication B3�-� iT. Sacd-cast alumir.um allev shall be used for ot�".e: oans oi the si�al 'aead
ii in accordance �.�7ch A.S.T.M. Sceci:.cador. B�6-�;T. T'ae casir._.of the head shall be a one 9iece wich fot:r
(�) intz�ally cast hin�es to pro�ide for ope:ation of a svir.; opea door a^.d thumb-scre�,v lec!cr.g devices. The
casin; shall'oz yello�v in color.
'_.6.3 Eac" pe�es�;ar. si�.^.ai door s::ail 'ee desi_ :ed .�-i�:� aceqna�e ;ur.Qes ar.� Ia�c:t sto� ro pravice s�v;n� ope^ Ceor
epera�ion an�' tht:mb-screw Ioc:c:r:Q de�ices.
'_.6.=� AIl asseciated pir.s, scr� -�-s, bolts, anC nuts snail be made of stainless ste�l �ater�al to
resist cor�osion.
8-13
_.6.� Tne entire peCest^ar siT:at i:ead ssse:.^.Glv s: all for.n a�'ust aad weat;�e:proof t:nit af�: installatier..
?.6.6 Eac!� pe�es�iar. si�^a1 hea�' shall be cor.:pat:ole wiL': t�`:e :�c�atr.; hard�.�•1;� as stated in t�`:ese speci: caaens.
''.6.7 T'r.e pedes�iar. sir-:al head shall corne ;vi�`: ar. LED insz:� t�".at cor.mlies wiLi Seci:or. �.7 of the scecificarion.
'_'.6.3 Eac:� cedes�iar. head shall incl�de a I-1�'_in. (�0 mm) de� po(ycaroorate e�� c:ate visor witl: impre�-:ate� fiat
blacs color, �esi�:e�' to zliminate t�:e interfer� .ce of �lia!-:t ar.d �o allow clear visibiliry of �;Ze messa°es.
:.7 LED Pedestrian Si;nal Lamp linit
LED pe�'est�an ir.dicatior.s must me�t the foilowinQ requi;;ments: Tae equipmer.t fumished shall confor� ta
thesz Specit:catior.s. Furher, equipment suppiied s::all confor.n to t'r,e applicable rzqui:ements of: the
L'nderNriter's Laboratory Incorporate (L'L}; the American Society fo; Testir.g and �fater_als (AST�I); the
.A.rnerican Stan�'ards Institut� (:-l�St); the National Electrical �[ar.n;acmrer's ?.ssociation (�ic�I.-�); and
othe: applicable s,anCa:ds and specificatior.s.
�.7.1 Geaeral
T,�e sing?e combir:ation ��'ALK (man) and DON'T ��'.�L:K (nand) LED ur.it shall be �esi�ed to rz�ofie
e;.istin; pec'escian si�nal hot:sinQs wili'�out li4e ;�se of zr.y special tools.
(_�) Insallaiion of a re�ofit r�iacement LED tr�ffic sis al lar.lp unit into an e:cisting siQnal hous:r.� sFa11
only r�quire removal of the e:cisrir.g lens, reflectors, ar.d ir.candescent lamps, ficting of the ne�h� unie
securely in the housing door, ar_d connecting to existing elzc�iCal wu-ir:a or te:minal block by mea.zs
of simple conr:ectors.
(B) If prope: or,'entation of t�'�e LED ur:it is re�red for optimum perfor.nance, a clear, duraole and
uamista�cable ma:!cing shall oe provided on each lens as to its proper orientacion (top or bottom).
(C) The manufacture;'s nar.-:e, seria( nur.�ber ar_d oli'�er r.ecessarr i�'eatification shall be pe.::.aneatt;r
mar;<ed on the backside of the LED trai::c si�nal lamp unit. A label shall be placed on [he tmit
ce:tirrin; compIiance to ITE stan�ards.
�.7.�. Physical and �[eci:anical Requirements
(A) : ae LED pedes�:ar. sia*:al lar.:o ur.it shall fully cor.Torn to Ins�n:te of T:ars�or�aaon Er.•air.zers
(IT�) Eatripment and ��faterials Standards, �'enicle T.an;c Conttol Si�al Heads (VTCS:-I) p:c� �:
LED vehicle SiQ*:al ��fo�'ules.
(B) i ee LcD pedes�-iar, siQ*:al lamp unit s;.a!1'aave ar. "ir.car.�escr::t"
_.".3 DocLmecta[ion Rzcuir�menes
(�) Each LLD t:affc si�r:al lann unit s� all be provid�� �ci�'� �he fo(Io«-inQ �'ocumer.catior.:
(1) Comotete ar.d accurate ir.stalla�ier. �uice.
(�) Cor.cac: r.�;::e, acc'ress, a. � te!z�hone nu:,.oe: f�r c:�e repr:seataci�re, mar.u:actur�r, oe
cis:^outor for sca:ranr�r renair.
(B) A cop�� of � test repor certi'r.ed 'o.% ar. ir.deper.�er.t laoorator� that t�'�e LED traffic s;Q?!a[ lamp
model submittec m.e�ts a(1 the requir�meats of tl:ese ;peciricadons ir. accordar.ce wich ITE
V � SCH Ps^ '.
B- 1�
'_.3 Pedestrian Si�nal Head l�iounrin� Hardware
Each pedes� an sigr.al head met:r:r:r.g 'r.ardwa:z a-;nst tnee: the fcilo ;ving �e,�:iremer.ts:
3.8.1 T'r.e pe�esLL ar. sio-r:al head mour.tir.Q ha:d�h•a:� shall oe t�`:e c,amshell mount r,�e.
23.3 T'r.e subject mountin? harC�vare shall bz a two piece, cast aluminum a11ov assemoly. The �,vo separate
- castir:Qs shall oz joined in t�`�.e Einal assembl;r by t!:e usz of s�ainiess steel spr.'n; pins.
? 3.3 T'.^,e pole na'.f of t�`�e asse:nbl;i s:.all be c'esi�ed to adapt te a wi�e ran�e of Yole conf:;uratior.s (4 ir.ch
minimum diar.iet�r).
�.3.=3 lir_it corst�-uct;on sha11 allow band-ic rrpe mour:iing. Band-it tvpe mountir.g s4a11 be pe:;r:itted by t�vo
recessed slo�; nea: th� top and'oottom of che pole half of t�9e assembly.
".8.� The pedest:ian assembl;i shall be capable of oein� mot:r:tzd or. the polz oy lir.ina up the mountinQ pins of
the pole half wi�h the moLr.tir.; ears of t�`:e pecest:ian asse.�.ol� and Iowean� it into position.
2.8.6 Three set� of sc;e�v te :r,ir.al pairs sha11 be located or. a ter.ninal bloc:< in ��e upoe: tl:ird of t�e head half of
the clamshell assembly.
?.3.7 A closed cell neonr�ne sponQe gas�cet shall be prov:Ced or: d:e mar,ng surfac�s of t�`�e two halves of the
assembly to compete the rain-ti�ht consr.uc:ion.
2.9 Pedestrian Push Button �.ssemblies
?.9.1 Peces�ian push bLttons s;call'oe coestrscted of or.e piece cast alnr.ur.t:m, ar.d inclu�e a push button switch, si�n
frame, and si�n.
The push button shall be activated. by a minir.ium of ? in. (�0 mm) convzx, ADA compliant pluneer. The
plun;er shatl be desi�ed to deter var.dalism. The pcs:� buttor. housin� ar.d sig:n frame shall have a fedecal
�ellow, cor:osion resistant f:nish. A 3/16 in. (�mr,�) c.'rain ho[e s::a11 be pro�1�'ed on the bottom of the housir.�
assemolv,
"_.9.? The hot:sir.� of �`:e push butten s�hitch shall be cor.zpletety dust ar_d moistu:� resistant.
�'.93 T:�e si�*: La.:.e for zaca assemol j shall acce�t a..:ir.i..,un � ir:, r i in. (130 mm :c 180 �) si�,
2.9.� I"ne sien shall har•z a �vhite reilec�ve bac:c;rot:r.d �vi�� black 1e:t�r;r.Q ar.c' borCe: meetin� t,`�e o.—apnical and
textural :eyuiremer.�s as specified on the olar.s.
? 9.� Cur✓ed'oac.c asse.:.olizs s'r,all be provided for moi:r.rino or. ro�d poles of� ir.. to 1� in. (100 ;nm to 330 mm) in
diarr.ete:.
,.9.6 All sim:s s:�all have olack r.vo-�vay directional ar.o:vs.
i ��e �[aanfactt:re: s::al1 �c:�piy �r. �ard�,va:e ir.stalatior. ��,ice ar.d a;of� ��ar� set up and use: manual.
S-l.i
I rarerence in Lab Raper�s, i.�. Page
I paragraph
3. Physical & i�lec�arical Requiremerts - Summzr/
3.1.1 Stand-alone units shall fit irto VTCSH approve�' tra��ic sigral I I
Ihousirgs without modification ta the hcusirg.
3.1.2 Ilnstallation of LED modules shall not reyuire special toolirg and I
shall connect directly to the exiting electrical wiring sys�em.
3.2.1 LED module shall be capabie of reolacirg existirg opfical I
components of the convertioral signal head
3.2.2 Tne module front lens shall be compliant to the Sac J57o Intertek Independent tast lab rrsults
Ir�quirement under ITE 6.4.5.2 test metho�cicgy cn material requirad
ex�osure and weatherin effects.
3.2.3 IOptional Tintzd Lens using transparent ilm or mater�ai with similar Intertek Indepen�ent test lab rasults
coler and transmissivih/ characteristics raquired
3.2.4 Tne module lens may be a replaceable part, withc�t the need to
replace the complete LED signal mo�ule.
3.3.1 All exposed compcnents shall be suitable for prolonged exposure
to the environment without interfering to the functicn or
apoearance for a period of at least 60 morths (in a seuth-°acing
Arizona desert)
3.3.2 module sha(I be rated for use throughout an ambient operaiing Intertek Indeperdent test lab results
temperature rarge, measured at the exposed r�ar of the module, ra�uired
of -40 F to + 105 F as per I i E 6.4.3.2 temperature cycling
accordin to N11L-STD- 883, test method 1010
3.3.3 module shaii be protected a5ainst dust and mcisture intrusion, Intertek Independent test lab results
ircluding rair and blowing rain. (MIL-STD-81QF,.test method requirad
506.4, proceCure 1, Rain and Blowirg Rain un�er ITE 6.4.3.3 test
methodolo v)
3.3.4 The medule lens shall not crack, craze or yeliow due to sofar UV
irradiation h�pical for a south-facing Ari�ona desert irstallation after
a minimum of 60 months ir service
'3.4.1 �A module shafl be self-contained, rot r�Guiring on-site assamb(y.
3.4.2 ssembly and manuracturing processes fcr a module shall be Intertek Independert test lab results
designed that all internal LED and electrcnic compenents requirad
withstand mechanical snock and vibration due to high wind ard
cther seurces. (NIIL-STD-833, test methcd 2007 under IT� 0.4.3.1
test methodolo v)
3.� 1 �Materials used `or the lens ard module c�ns;ructien shall ccrform
�to ASTM specifications for t; �e materials, wher� apoficable
3.5.2 LED mcdule erclosura that contairs the power suFply shall be
made of UL94 flame retardant materials I I
'3.0.1 iEacn module shall be identiiied with manuracturar's name, mcdef,
�eperaiirg characterstics (ncmiral vcltage and stabiiizsd power
ccnsumpiicn) ard senal number.
�3.02 'Nlcdules and r�r�ovable ler,s2s snail nave a prcmirent and i
Ipen„anert vertical irCexing indicatcr I.e. UP arrow, or the �acrd UP
cr TOP �cr cor*act irdexirg and orer,tat�er in the signal hcusirr,. .
B-1�
Article P.�quirrments Comply S�bstantiation — Expiain
c:,mcliance, ar�d where required
re�erance in Lab Reports, i.e. Page
,para rach
. Phciometric Requirements — Sumrr�ar/
4.1.1 P�lirimum Luminous ir,tensit�j must be mairtained over the Intertak Indeper�ent tes; lab results
temperatur� rarge cf -40F to +1v5 F(for R�D and GREEN) and requirad
from —40F to +77r (for YELLOW) over the volta5e rar,5e cf 80 to
135 V AC for a minimum period of 60 months. As per ITE 6.�.4.1,
6.4.4.1.2, 6.4.4.2, 6.4.4.3 test methcdolcgy.
NOTc: The test report from independent Eab only rzpresants
lamp performance at day 1. Therefore to allow for inherent
technology light depr�ciation over time and to campensate for
high ambient iemperaturz (165F), manufacturer shall provide
initial intensity values by color as foltow: RED — 160%,
YELLOW —110%, GnE�N —135% at 25C. Refer
to the attached table 1(minimum maintained lumircus intensit )
4.1.1.1 Calculations of the varicus iriensity: vertical, horizontal, peak Intertek Indepen�ent test lab results
to miri�„um, minim mairtained luminous irtensity at differant angles requir�d
4.1.1.5 as per IT� 6.4.4.1, 6.4.4.1.2, 6.4.4.2, 6.4.4.3 test methodo�ogy,
4.1.2 I�laximum permissible lurnirous intensity snall not exceed three Intertek Independent test lab results
times the reGuirad peak value of the minimum maintained lumincus requir�d
intensity for the selected signal size and color as per ITE 6.4.4.1,
6.4.4.1.2, 6.4.4.2, 6.4.4.3 test methcdology.
4.1.3 The uniformit�j of the luminance (cd/m2} across the eniira module Irtertek Indepen�ent test lab results
lens shall nct exceed a max/min ratio of 10 to 1. (As per ITE required
6.4.4.5, 6.4.4.5.1 ard 6.4.4.5.2 test methodology)
4.2.1 Cclor regions: the meas�r�d chrematicirj ccordinates of modules Intertek Ir�epen�ent test lab results
s�all conform to the following: Red: �=0.303, y=0.953-0.947x; required
y=0.290; Yellcw; y=0.151 + 0.550, y=0.972 - 0.976x;y=0.235 +
0.300x; Green: y=0.o55 -0.831x, x=0.150; y=0.422-0.278x. (ITE
6.4.4.6. 6.4.4.6.1 ard 6.4.4.6.2 t�st methodolo �)
4.2.2 Color UniTorr,ity: The dominant wavefength fcr any individ�al ccicr Irtertek In�ependent 'test lab results
me2surement cT a portion of the emitting sur`ace of a module shall reGuired
be within + cr - 3 nm of the dominant wavelength fcr the average
color measur�rnent ef the emittir,g surface as a whole. ( As per IT`
�6.4.4.7 test methcdcleqv )
B-19
Article�Requir2ment Comply �Substantiaticn - Explain �
cempliance, and where reGuired
raference in Lab R�ports, i.e: Page
aracrach
'5. Electrical Requir�ments - Summary
5.1 i�Vire consist cf two s2cured, color ccded, 6Q0 V, jacketed wir�s, a
minimum lergth of 39", 20 AtP/G, 105 C rated, confcrmirg to NFPA
I70.
�5.2.1 Voltage range or 80 to 135 VAC RNIS, operate ofr a 60 Nz AC line Ilntertek Independert test lab results'
( As per ITc 6.4.4.2 and 6.4.4.3 test methodolcgy}. Irequired
5.2.2 Fluctuations over the voltage range of 80 to 135 VAC snall not Irtertek lndependent test lab r�sults
at`ect the luminous intensity by mora than + or - 10°'0 ( As per ITc r2quired
6.4.42 ard 6.4.4.3 test methodolo ).
52.3 Tne module snall prevent flic�cer of the LED output at frequencies I
Iless then 100 Hz over the voltage range oT 80 to 135 V AC RMS
5.2.4 Lcw volta5e turn OF� : there shall be no visibie illumination from Intertek Independent tes� lab results
the LED signal module when the apolied vcitage is less than 35 V reGuir�d
C( As per ITE 6.4.6.2 test methodalegy ).
5.2.5 Turn ON time: A module snall raach 90 % of fuli illumination within Ir,tertek Irdependent test lab results
75 msec of the appficaticn of ihe naminal operafing voltage, Turn r2quired
OFF fime: Tne signal shall cease emitting visible illumination within
75 msec of the removal of the nominal operating vcltage. ( As per
ITE 6.4.6.3 test methcdolo
5.3 � ransiert Voltage Protacticn: LED module shall withstand NEMA Intertzk Incependent test lab results
stardard i S-2-2003, section 2.1.8 ( As per ITE 6.4.6.4 test reyuired
methcdolo y ),
5.4 Emission of Electronic noisa shail meet FCC Title 47, Subpart B, Irtertek Ir.�ependert t2st la� results
szction 15 fcr ciass A digital �evice required I
5.5.1 IPower Factcr of .90 or greater at nomiral voltage and 77r ( As per � Inter�ek Indepercent t�st lao results
IT� 6.�.6.6 test methodolocv l. requirad
5.�.2 �THD shall not excee� 20% cLJ 77 F( As per ITE 6.4.6.7 test
methodalcgy ).
5.6.1 Suricient currani draw to ensure cempatibilir� and proper Irt�r�ek IrdepenCent test lao rzsults
tri5�ering and operation of the load swiiches and conflict mcniters requir�d I
in signai cortroller units. ( As per ITE 6.4.7.1 test methcdolegy ).
5.0.2 Off state Vcitage Decay: Voltage shall decay to less than 10 VAC Intertek Indepercert test lab results
R�i1S in less than 100 ms when switched frem On to OFr state if _ I reGuirad
Imaximum Icad switcn leakage currert is ' 0 N1A peak. ( As per IT�
i6.4.7.2 test methcdclo v ).
�5J jFailed State Impeuance: Tne mcdule shall oe designed to detect 'Int�rtek fn�ependent test lab results
�catastr�ohic loss or the LED Icad. Upen sensing loss of the LED reGuired
Icad, the mcdule shall pr�szrt a r�sistarce ef at least 250 Konms
across the input �ewer leads �Nithin 300 msec. The L�D light
�seurce will be said to have failed catastropnicaliy If it fails tC si �o�N
�any visible illumiratier �rohen er,er�ized acc�rding to Saction 5.2.1
iarter 75 msec. ( As per I i� 6.4.8 test methcdolcgy ).
�f�s..�i:=,,-3� -� c�;:��,,��, �,
��:,�!�'��� '.i 'f''Z'uc .�i'U
�;; �� l� _.
=�,i(?; : �"=i'�j'�y;ll,'i!y',''1�?i
��ti il �. `���r','.il}, J: .
12ST'; ='����.J .tl r'i� �,;� �
I U� ,. ..:�Jlo u �/.•;n
--_e._.f
Table 1-�finimum �Iair.tair.eC Lumiaous Intens;ry Va1Les
Vericai r.cn�cntai Kaa 8" Y=11cw d" Gr2en 3" r�Eu 12" Yailc,v � 2" Gr=_en 12"
Argle Angle �iin. 1o'u",� �blin. 110°� blin. 135',0 ��lin. 1oG�o iblin. 110°o tilin. 135%
12.� 2.5 17 27 4? 45 22 30 37 �9 9i 100 43 05
7.5 13 21 33 36 17 23 29 4"0 73 80 38 51
2.5 3� �0 73 86 41 So 09 110 173 190 9Q 122
7•5 7.5 25 40 02 E3 32 43 5� 83 137 151 74 96
12.5 18 29 45 50 24 32 40 6d 1C0 110 52 70
2.� 68 1C9 163 1u5 88 119 150 240 373 410 195 263
7.5 5a 90 139 153 73 99 124 198 309 3d0 162 219
2•5 12.5 38 61 94 103 49 60 84 134 2C9 230 109 147
17.5 21 34 53 58 28 33 47 75 118 130 62 84
22.5 12 19 29 32 15 20 26 42 Fft 70 33 4�
2.� 102 259 402 4�12 211 285 3�3 �73 d9Z 981 400 629
7.5 !32 211 329 361 172 232 292 467 728 801 380 513
_2 � 12.5 91 140 226 249 118 1�9 201 322 501 5�1 261 352
17.5 53 85 131 144 69 93 117 187 291 320 152 205
22.5 28 45 70 77 37 50 62 99 15� 171 81 109
27.5 15 24 37 41 19 26 33 53 82 90 43 58
2.5 127 2C3 310 343 16"0 224 281 45u 701 771 3co �94
7.5 1�6 170 252 288 138 186 2:A 3i4 582 640 304 410
_7 a i2.5 71 114 176 194 92 124 157 251 391 430 2G4 275
17.5 41 ^o0 103 113 54 73 9' 146 223 251 1'9 161
22.5 21 34 53 Sd 28 38 47 75 118 130 62 84
27.5 12 19 29 32 15 20 26 42 E4 70 33 45
2.5 �0 80 123 13� 05 88 110 176 273 300 143 183
7.5 40 E4 98 108 52 70 88 141 213 240 114 154
_�2 � 12.5 28 45 70 77 37 50 62 99 155 171 81 109
17.5 17 27 a1 45 22 30 37 5s 91 100 48 65
22.5 8 13 21 23 11 15 18 29 46 51 24 32
27.5 5 8 12 13 6 8 11 18 27 30 14 19
2.� 23 37 �7 63 30 4i 51 82 127 140 07 90
7•5 18 Z9 45 50 24 32 40 6d 100 110 52 70
-17•5 12.5 13 21 33 36 17 23 29 46 73 80 38 51
17.5 7 11 16 18 9 12 15 2=4 36 d0 19 25
22.5 3 5 3 9 4 5 7 11 18 20 10 14
2.5 17 27 41 40 22 30 37 �9 91 100 43 65
7.5 13 21 33 30^ 17 23 29 46 73 80 38 51
�L?..�J
12.5 10 16 25 28 13 18 22 35 55 61 29 39
t7.5 5 8 12 13 6 8 11 18 27 30 14 19
-27.5 2.� 12 19 29 32 10 20 26 42 0� 7Q 33 45
7.5 8 13 21 23 11 15 13 29 ?6 5? 24 32
,�. � ;,l �, � N �, a ��
"Jr'�;�','����';': ���'���w'v
�� u � � ,�� �. ��9
��� le;� � �; �� � ��! 1� �,�
,Sas� ,.:., U� ���
r U ���.,., �"�'�'� i �( '�
o '�:: J'�� I Li:�
l�Iaterinl Check List for `'e�icle Arrotiv Traffic Si�na] Supplement
Specifications Checklist for LED Si�nals based upon specific requirements from Institute
of Transportation En;neer Performance Specificarion: �'ehicle Traf�c Control Si�nal
Heads — Li�ht Emittin� Diode (LED) Vehicle �,rrow Traffic Siansl Supplement (Version:
February 11, 200�)
LED's ar� requi:�� to meet ail the specifications and requirernents in the Vehicle Trafiic Con�o�
SiQnal Heads — Liaht Er�.it�:nQ Diode (LED) Vehicle Arro�v Traffic Si�nal Supplement
(Version: February 11, 200�. This checiclist is in no way to replace the ITE specifications or
relieves the marlufacturer from meet:nQ a11 requir�ments, unless othenvis� specifed.
SubstantiatinQ docuruer.tation ��hea r�quir�d must be supplied from Interte'.t TestinQ Se:vices
Laboratory. This wi?l ensure that all medules are measured on the same equipr�ent, aad reported
in the same format.
Ar�icfe Requirements Comply Substantiaticn — Explain
compliarce, and wher= re�uired
r�`arerce in Lab Reports, i.e.
Pace oaracra�h
3. Physical & (Vlechanical P,eGuiraments — Summar�
3.1.1 Stard-alone units snall fit into VTCSH approved tra�ic signal I
housings without modificatien to tF�e housing.
3.1.2 Installation oT LED modules shall not require special tcoling and
shall ccnnecf dir2ctly to the exiting electrical wiring system.
3.2.1 LED module shall be caoable of replacing existirg optical
compcnents of the conventioral signal head
3.2.2 ne mcdule frcnt lers shall be compliant to the SAc J57o Intertek Independent tcst lab
req�irement under ITE 6.4.5.2 test metFodology on materi�l rasults requir�d
,exposure and weatherin efFects.
3.2.3 Optionai i int2d Lens using transparent film or material with similar Intertek IndepenCent test lab
cofor and transmissivity c��aracteristics results reGuired
3.2.4 T�e mod�le lens may be a replaceable part, without the need to I
replace the complete LED signal rnodule.
3.2.5 Ar:ow Con2i;ura�ion per iiwre I. A.-row should be ori�nced in
t�'�e direc:ion of it intended use.
3.3.1 Ali exposed components shall be suitable for prolonged exposurz
to the environment without inter`ering to the funcfian or
appearance for a period of at least 60 months (in a south�facing
rizona desert)
3.3.2 module shall be rated for use throughout an ambiert operating Intertek fndependent test lab
temperatura range, measur=d at the exposed rear of the mcdule, res�lts raquired
of -40 F to + 165 F as per ITE 6.4.3.2 temperature cycling
accordin to P�tIL-STD- 883, tesf inethod 1010
3.3.3 module shall be prot�cted against dust and mcistura intrusion, Interteie Indeperdert test lab
including rain and blowing rain. (MIL-STD-81QF, test method resufts raGuired
506.4, procedure 1, Rain and Blowing Rair under ITE 6.4.3.3 test
methodolo vj
3.3.4 The module lens snall not crack, craz� or yellow due to solar UV
irradiation rypical for a south-�acing Ar�zona �esert irstallation after
a minimum of 60 months in service
3.4.1 A module shall be self-ccntained, not reGuiring on-site assembly. �
3.4.2 ,�ssambly and manuracturing prcc�sses for a module shall be Inter�ek Indeoerderi tast lao
designed that all internal LED ard e(ectroric comporents results requirsd
withstarc� mechanical shocic ard vibratior due to high wind and
other sour�es. (tiIIL-S i D-883, test method ZOG7 un�er I � E 6.4.3.1
test methcdoloa� )
3.5.1 P�latarials used fcr the !ers ard mo�ule corstruction snafl corrcrm �
to AST�1 specifications for the materials, where appficable
3.5.2 'LED mcdufe erclosur� that cort2ins the pe��ver suoply s�,ail be
made of UL94 flame retardart materials
3.0.1 'Each mcdule shail be idertitied with maruTactur�r`s �-�ame, mode(,
operatir�g charact�ristics (nominal vcitaCe and staoifizsd pcwer
c�nsumption) and serial number.
B-_3
�dules and r2movabie lens2s s'r,all have a prominent and
rmanent vertical in�exirg indicator I.e. UP ar� cw, or the word UP
TOP `or corract irdexirg ard oriertation in the sicr,al hcusing.
Ar�icle Requirements Comply Substantiation - Explain
compliarce, ard where raCuired
reference in Lab Reperts, i.e.
Pa e oara�raoh
4. Phctometric Requirements - Summar�
4.1.1 Niinimum Lumincus irtensit�j must be maintained over the Intertek indeper�ert test lab
temperature range of -40F to +165 F(for RED and GREEN) and results requirad
frorn -40F to +77F (for Y�LLOW) over the veltage range of 80 to
135 V AC for a minimum pericd cf 60 months. As per I i C 6.4.4.1,
6.4.4.1.2, 6.4.4.2, 6.4.4.3 test methodcicgy.
NOTE: The test repor� frorn independent lab only represents
lamp performance at day 1. Therefore to allow for inherent
technology light depreciation over time and to compensate
for high ambient temperature (16b�'), manufacturer shall
provide initial intensity values by color as foilow: RED -
160%, YELLOW -115'/a, GREEN -136% at 25C. see attached
table 1. minimum maintained intersit� .
4.1.1.1 Calculatiens of the various intensit�j: vertical, honzontal, peak Intertek Indepen�ert test lab
4.1.1.2 minimum, minim maintained luminous irtensit�j at differant angles results r�quired
as per ITE 6.4.4.1, 6.4.4.1.2, 6.4.4.2, 6.4.4.3 test methodology.
/alues for Arrows should be 16% of Full Balfs.
4.1.2 Nlaximum permissiole luminous int2rsity shall not exceed thrae Intertek Indepen�ent tes; lab
imes the raquired peak value of the minimum maintained results re�uired
luminous intensity for fhe selected si5nal siza and color as per ITE
6.4.4.1, 6.4.4.1.2, 6,4.4.2, 6.4.4.3 test methodolcgy.
�.1.3 i ne uniformihj of the lurninanc2 (cC/m2) ac, oss the entira module Intertek Independert test lab
lers shafl not exceed a max/min ratio of 10 to 1. (As per I i c results raGuired
6.4.4.5, 6.4.4.5.1 ard 6.4.4.5.2 test metho�cicgy)
4.2.1 Color regions: the measured cnromaticiry coor�;rates of modules Incartek Independert t:.st lab
shall ccnform to the `ollowing: Red: y=0.3Q8, y=0.953-0.947x; results required
y=0.290; Yellcw: y=0.151 + O.��o, y=0.972 - 0.976x;y=0.235 +
�Q.3COx; Green; y=0.655 -0.831x, x=0.150; y=0.422-0.278x. (ITE
6."-.4.6, 6.4.4.0.1 and 6.4.4.6.2 test methodcloc�i)
��.2.2 'Cclor Uni�ormit�j: Tne demirant wavelength tor any ir,divicual color 'Inter�ak Irdepen�ent test lab
measur�ment cf a porticn cr the emittin5 surace or a mo�ule snall rasults r�Guired
be withir + cr - 3 rm o� the �aminant wavelength for the average
coler measuremer�t of the emitting surac� as a whcle. ( As per
I i'= 6.a.4.7 test methCdoicGv )
/:,�41��� ��, f�ir�^1:r1�.�^ri�ll
1 1� /.7 t
,�f,����'1:.� ,.��,����:�
r,��,, ;;�r::�,;��9;,i�,"�%
�� � � ��r c� ��� }( Ic �;:�!i �u
�� �;: �,,r�,r �ii5?,?
: � ';ii; ,,
i . ._ _ ,�, �: l!t � i; �: a��,:
I
S -'_�
A�ticle Requir�ments Comply Substantiaticn — Ex�lain
compliance, and wher2 reGuirad
reference in Lao Reports, i.e. Page
arz ra�h
5. Electrical ReGuirements — Summary
5.1 Wire ccnsist of rNo secured, cclor coCed, E00 V, jac;�eted wires, a
minir-�um lergth of 39", 20 A��/G, 105 C rated, ccnfcrming to NFPA
70.
5.2.1 Vcitage range of 80 to 135 V;�,C RibIS, operate or a 60 H� AC lire Intertek Irdependent t�st lab results
(As per ITE 6.4.4.2 and 6.4.4.3 test methoCology). re�uired
5.2.2 Fluctuations over the voltage range of 80 to 135 VAC shall not Intertek Independent test lab results
affect the luminous intensit�,r by more than + er - 10°/o ( As per I i E required
6.4.4.2 and 6.4.4.3 test methodology .
5.2.3 The module shall prevent flicker or tre LED output at frequencies
less then 100 Hz over the voltage range of 80 to 135 V AC RN1S
5.2.4 Low voltage tum OFF: there shall be no visible illumination from Irtertek Irdeperdert test lab rasults
the LED signal module when the applied voltage is less than 35 V required
C( As per ITE 6.4.6.2 test methodology ).
5.2.5 Turn ON time: A module snall reach 90 % or full illuminatien within Intertek Irde�endent test Izb rasults
75 msec of the appiication of the nominal oper�ting voltage, Turn required
OFF time: Tne sigr,al shall cease emitting visibie iilumination within
7� msac of the removal of the nomir,al operating voftage. (As per
ITE 6.4.6.3 test methodolo ).
5.3 Transient Voltage Prot�ction: LED module s~all withstand NE�IA Intertek Irdependent test lab rasults�
standard TS-2-2003, section 2.1.8 (As per ITE 6.4.6.4 test required
methodolo y),
5.4 Emission ef Electronic nois2 shalf ineet rCC Title 47, Subpart B; Intertek Independent test lab rasulis
saction 15 �er class A digital devica reGuired
5.�.1 Pcvver f=actor of .90 er grea'ter at ncmiral vcita5e and 77� ( As per Intertek Indepencent tes; lab rasults
ITE 6.4.6.6 test methodolo v). rzquired
5.5.2 THD shall not exc2ed 20°/o � 77 �(;;s per ITE 6.4.6.7 test
methodology ).
5.6.1 Sufficiert c;.�rrzr,t draw to ensure compatioility and proper 'Irter�ek IrdeFercert test lab results
�ir,ggering ard operation oT the Icad switches and ccnflict rronitcrs r�Guirad
n sigral ccr2roller urits. ( As per ITc 6.4.7.1 test methodology ).
�5.0.2 IOff stat� Voltage Decay: VoltaSe shall decay to less than 10 V,�C Intertek Irdeper�ent test lan rasults
RMS in less than 100 ms when switched `rom On to OFr state if r2quirzd
maximum load switch Ieakage currart is 10 1�1A peak. ( As per IT�
6.4.7.2 test mefhodolo v ).
5.7 Failed Stata Impedance: Tne mccule shafl oe desigred to detect ' �Irter�ak In�epen�ent test iae rasults
Icatastrophic Iess cf tF�e L�D Icad. Upon s2nsing Icss cr the LED reGuirad
�load, the mcdule sr�alf or�sent a resistarce ar at least 250 Kohms
� acress the input pcw�r fe2ds within 3C0 msec. T;^e LED li5ht �� �=Y
scur�e �Nili be said to have `ailed catastropnicalh� if it �ails to s�ow `�' ,,;' ;;,'� °;�=,;�''; ';�,'[
�am� visibie illumiratior �ahen ereryiz�d accor�ing io Sec:ier 5.2.1
� ��J,� J � f:��, �: :
r �in. � r I'l?n�., i l?
7 ii
ar�er 75 msec. ( As oer ITE 6.�.8 test methoGolcgy ). ' ,; -.��, :.
�c� r i'lf, in—i
. .. .. �. . I ; � � ��:�� .
$ ��
Tabte 1—�Iinimur.t �faintair:z� Lu.,.ir.ous In�er.sitv Values
VTCSH LED Vehic[e �:-o�v T:a: ic Si��al
Lurainous [n[ens;[;i (candelaj
4'ertical Fiorizontal 300 mm ( t''-inch) Arrow
Angle ,aag!e R�d Yeilo�.v Green
�(in l60°�� Ye!lo:v 110°�h Green l�:o%
1''.5
=•� 6 10 1� 17 8 I 1
�•� � 8 12 13 6 8
Z•� 11 18 38 31 14 19
;.s �s 9 1=l �� ��.} 11 1�
1�•� 6 10 I6 18 8 11
?�� 24 38 60 66 31 4?
�.� ZO 32 49 �� ?6 3�
'-•� i�•� 13 ? 1 33 36 17 �3
i��� 8 13 19 21 10 1=�
'-=•� 4 6 10 11 5 7
'-•> >7 91 1=�3 1�7 7� 101
�•� �7 7� lI6 1?8 61 82
e^.� 1'-'= 3? �1 80 88 4? �7
t �.s 19 30 47 53 24 32
'-'•� 10 16 �� 28 13 18
'�.� 5 8 13 1� 7 9
�•� 4� 7? 112 1?3 59 80
%•� 37 �9 93 102 49 66
-;.s
�'-.� 2� =�0 63 69 ;; 45
t�.s l� �4 36 40 19 ?6
='-•� 8 13 19 21 10 1=�
' %� ` =� 6 10 11 � 7
'-�� 18 �9 4� =F8 23 31
'•� 14 2? 3� 39 18 24
-t,.s
t,.� 10 16 2� `'8 13 18
I'�� 6 10 1� 17 8 11
'-'.s 3 5 7 8 4 5
=; .5 ? 3 =� =� 2 3
-.s g 1; �p �� 11 15
t'.�
%�� 6 10 16 13 8 11
�=�= � 8 1� 13 6 8
t%.- 2 3 6 7 3 =�
.�'oie ;: Lzrm.inoa�s inter,sir� val.res for eatlZ.'Q�Eri� IBJI cZYlCI i'IQiI! ROY:=p11ZQ1 an�les arz Ii:�' SG/Y:2.
��OL? _. C ZD!l�G'Z2�'JG��l�S 7� !.li12iYlO1LS U:I�Y:SI�,; i:)"? YOLIY?Cl�'Li :O CiTe YIEQY4SC YVItUlB VR�iIH.
B-=6
Payment
Date
1 10/29/2007
2 11 /29/2007
3 12/29/2007
4 1 /29/2008
5 2/29/2008
6 3/29/2008
7 4/29/2008
8 5/29/2008
9 6/29/2008
10 7/29/2008
11 8/29/2008
12 9/29/2008
13 10/29/2008
14 11 /29/2008
15 12/29/2008
16 1 /29/2009
17 2/28/2009
18 3/29/2009
19 4/29/2009
20 5/29/2009
21 6/29/2009
22 7/29/2009
23 8/29/2009
24 9/29/2009
25 10/29/2009
26 11 /29/2009
27 12/29/2009
28 1 /29/2010
29 2/28/2010
30 3/29/2010
31 4/29/2010
32 5/29/2010
33 6/29/2010
34 7/29/2010
35 8/29/2010
36 9/29/2010
37 10/29/2010
38 11 /29/2010
39 12/29/2010
40 1 /29/2011
41 2/28/2011
42 3/29/2011
43 4/29/2011
44 5/29/2011
45 6/29/2011
46 7/29/2011
EXHIBIT B
RENTAL PAYMENT SCHEDULE
The Rental Payments shall be made for the Equipment as follows:
Payment
Amount
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
47,198.81
Interest
Amount
48,193.28
7,459.12
7,313.40
7,167.16
7,020.37
6,873.05
6, 725.19
6,576.79
6,427.84
6,278.35
6,128.31
5,977.72
5,826.57
5, 674.87
5,522.62
5,369.81
5, 216.43
5,062.50
4,908.00
4,752.93
4, 597.30
4,441.09
4,284.31
4,126.96
3,969.03
3,810.52
3,651.43
3,491.76
3,331.50
3,170.65
3,009.21
2,847.18
2,684.56
2,521.34
2,357.53
2,193.11
2,028.09
1, 862.46
1, 696.23
1,529.38
1,361.93
1,193.86
1,025.18
855.87
685.95
515.40
Principal
Amount
994.47-
39, 739.69
39, 885.41
40,031.65
40,178.44
40,325.76
40,473.62
40,622.02
40,770.97
40, 920.46
41,070.50
41,221.09
41, 372.24
41, 523.94
41, 676.19
41,829.00
41,982.38
42,136.31
42,290.81
42,445.88
42,601.51
42, 757.72
42, 914.50
43,071.85
43, 229.78
43, 388.29
43,547.38
43, 707.05
43,867.31
44,028.16
44,189.60
44,351.63
44, 514.25
44,677.47
44,841.28
45, 005.70
45,170.72
45,336.35
45, 502.58
45,669.43
45,836.88
46,004.95
46,173.63
46, 342.94
46,512.86
46,683.41
�
Purchase
Option Price*
2,074,990.56
2,034,456.08
1, 993, 772.96
1,952,940.67
1,911,958.67
1, 870, 826.39
1, 829, 543.30
1, 788,108.84
1, 746, 522.45
1, 704, 783.58
1,662,891.67
1,620,846.16
1, 578, 646.47
1,536,292.05
1,493,782.34
1,451,116.76
1,408,294.73
1, 365, 315.70
1, 322,179.07
1,278,884.27
1,235,430.73
1,191,817.86
1,148,045.07
1,104,111.78
1,060,017.41
1,015,761.35
971, 343.02
926, 761.83
882,017.17
837,108.45
792, 035.06
746, 796.40
701,391.86
655, 820.84
610, 082.74
564,176.92
518,102.79
471,859.71
425,447.08
378, 864.26
332,110.64
285,185.59
238,088.49
190, 818.69
143,375.58
95, 758.50
Agreement No. TE-1555
Payment
Date
47 8/29/2011
48 9/29/2011
Grand Totals
Payment
Amount
47,198.81
47,198.81
2, 265, 542.88
Interest
Amount
344.23
172.51
232,232.88
Principal
Amount
46,854.58
47,026.30
2,033,310.00
Lessee: City of Fort Worth
Signature: .�
Name Printed: �• �L�JI(1i �QS !`�CAC�W�.�2�
Title: �r.tiCsd1�!`t� /.�5tif-- cl � �LhI�QC�P�'
Date: '��2%j(jl
Purchase
Option Price*
47,966.83
0.00
* Assumes all Rental Payments and Additional Payments otherwise due on that date have been paid.
13
Agreement No. TE-1555
EXHIBIT C
ACCEPTAiVCE CERTIFICATE
Lessee: City of Fort Worth
Equipment Lease-Purchase Agreement ("Agreement'� Dated: April 17, 2007
The Undersigned Acknowledges and Represents that:
1. ihe Equipment identified in ExhibitA to the above-referenced Agreement is delivered, installed,
available for use and is placed in service as of the Final Acceptance Date indicated below.
2. Such Equipment is in good operating condition and repair and is accepted as satisfactory in all
respects for purposes of the Agreement.
Lessee: City of Fort Worth
Acceptance Date:
Signature:
Name Typed or Printed:
Title:
�il�?/��%�-
14
Agreement No. TE-1555
EXNISIT D
[Attach Form 8038-G or 8038-GC, as Appropriate]
15
Form $�38�C7 Information Return for Tax-Exempt Governmental Qbligations
► Under Intemal Revenue Code section 149(e} oMe No i5a5-o720
(Rev November 2C00) � See separate Instructions..
pepzr,menl of tCe Treasory Caution: If th,e issue price is under 31GO,OCO, use Fcrm 80?8-GC
Ir,temal Reverue Serric=_
Re ortin Authorit
1 Issuer's name
City of Fort Worth
3 �Vumber and st�eet �or P 0 box if mail is not delivered to street address}
1000 Throckmorton 5treet
5 City. rown cr pos[ office. state and ZIP code
Fort Worth, Texas 76102
7 Name o1 issue
Equipment Lease-Purchase Agreemenf w/ All American �nvestment Group
9 Name and title oF officer or legal repres2ntative aihom ;he IRS may call fcr more ir.formation
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
of Issue (check applicable box(es) and enter the issue
If Amended Return, check here 1[
2 Issuer's employer identification number
75 : 6000528
Room/suite 4 Report number
3 2007-
� 6 Date of issue
8 CUSIP number
N/A
10 Telephor.e n�m�er of orTcer or legal ; epresenlat�re
See instructions and attach sch2dule
❑ Education
❑ Health and hospital
❑ 7ransportation
❑ Public safery.
❑ Environment (including se��vage bonds)
❑ Housing
❑ EJtilities . . • • • • • • •
[�✓, O[her Describe / Traffic Signal LED Conversion M&C P-10530 & C-22063 Lease-Purcha;
If obligations are TA�Is or RA�s, check box ►❑ if obligations are BANs, check box ► Cf
IF obli ations are in the form of a lease or installment sale, check box �❑
Description of ObliQations. Complete for the entire issue for �ahich this form is
(c) Stated redemption
(a) Final maWriiy da:e (b) Issue price prica al matunty
(tl} 4Veighted
average matunty
9/29l2011 � 2,033,310.00 � 2,033,310.00 2.59 v
Uses of Proceeds of Bond Issue (including underwriters' discount
Proceeds used for accrued interest
Issue price of entire issue (enter amount from line 21 column (b))
Proc2eds uszd for bond issuance costs (includir,g under��vriters ciscount) 24
Proceeds used for credit enhancement ZS
Procezds aflocated to reasonably required reserve or replacement fund 26
Proceeds used to currently refund prior issues 27 '
Proceeds used to advance refund prior issues Z$ `
Total (add lines 24 through 28) . •
Nonrefundin roceeds oF the issue (subtract line 29 from line 23 and enter amount i
Description of Refunded Bonds (Complete this part only for refun�
Enter the remaining weighted average maturi[y of [he bonds to be curren[ly refunded
Enter the remaining weighted average maturity of the bonds to be advance refunded
Enter the last date on which the refunded bonds will be called
Fnrer the date(s) the refunded bonds were issued 1
- Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5} 35 N/A
36a Enter the amount of gress proceeds invested or to be invested in a guarart2ed imlestment cortract (see ins�ructicnsJ 36a N!A
b Enter the Final maturity date of the guaranteed investment contract ► N/A
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other go��ernmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ►❑ and ent2r the name of the
issuer ► and the date of the issue 1
38 If the issuer has designated the issue under section 265(b)(3)(B)(i}(ifl) (small issuer exception) check box :�
39 If the issuer has elec[ed to pay a penalty in lieu of arbitrage rebate check box ,❑
40 ff [he issuer has identified a hed e, check box
Under penalties of perjury, I declare [hat t have examined this return and acwrrpanying scr:edules and sta[zments. and [o che best of my knuwlecge
and belief they ara true correct a complete
He e � /�, � Z. d /yla�- 1 • �t�y' �OSSr
, Signawre f issuer's auchonzed represanta � ate , Type or print namz and �itle
For PaperNorR Reduction Act Notice, see page 2 of the Instructions cac uo 637735 �orm 8038-G (Re� »-zccol
0
Form �'9 Request for Taxpayer Give torm to the
(Rev. November 2005) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Inlernal Revenue Service
N
N
m�
a
c
0
d N
a=
0
o ?
r �
C N
•y C
0. V
�Uy
d
�
�
N
�
Name (as shown on your income tax return)
Business name, if diHerent from a6ove
� Individual/ � Corporation
Check appropriate box: Sole proprietor
Address (number, street, and apt. or suite no.)
'-':.:�: -"s i9i'L�Gj{�;lOfLi>h ;^�. -�_.
City, state, and ZIP code
List account number(s) here (optional)
Identification Number
❑ Partnership � Other ► � Exempt from backup
--------�------"' withholding
Requester's name and address (optional)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part i instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Certification
Under penalties of perjury, I certify that:
Social security number
or
Employer ideni'rfication number
7i�i-`;i:;i;,i�.:i,i-i.:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Intemal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 4.)
Sign Signature of
Here U.S. person ►
�„ l�L �C� �
Purpose of Form f,� �%
A person who is requieed to file an information return with the
IRS, must obtain your correct taxpayer identification number
(fIN) to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
U.S. person. Use Form W-9 only if you are a U.S. person
(including a resider�t alien), to provide your correct TIN to the
person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a
U.S. exempt payee.
In 3 above, if applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income
from a U.S. trade or business is not subject to the
withholding tax on foreign partners' share of effectively
connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W-9.
For federal tax purposes, you are considered a person if you
Date ► � / ( �' /C
• An individual who is a citizen or resident of the United
States,
• A partnership, corporation, company, or association
created or organized in the United States or under the laws
of the United States, or
• Any estats (other than a foreign estate) or trust. See
Regulations sections 301.7701-6(a) and 7(a) for• additional
information.
Special rules for partnerships. Parknerships that conduct a
trade or business in the United States are generally required
to pay a withholding tax on any foreign partners' share of
income from such business. Further, in certain cases where a
Form W-9 has not been received, a partnership is required to
presume that a partner is a foreign person, and pay the
withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade or business in the
United States, provide Form W-9 to the partnership to
establish your U.S. status and avoid withholding on your
share of partnership income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding
withholding on its allocable share of net income from the
partnership conducting a trade or business in the United
States is in the following cases:
s' The U.S. owner of a disregarded entity and not the entiry,
are:
Cat. No. 10231X Form W-9 (Rev. 11-2005)
D-1
EXHIBIT E
INSURANCE COVERAGE REQUIREMENTS
To Lessor: All American Investment Group, LLC
730 17�' Street #830
Denver, CO 80202
From Lessee: City of Fort Worth
Subject: Insurance Coverage Requirements
Agreement No. TE-1555
Pursuant to Paragraph 16 of the Agreement, Lessee is self-insured for all risk, physical damage and public liability in
accordance with Texas Government Code 2259 et. seq. and has provided proof of such self-insurance in letter form attached
hereto as "E-1"
Lessee: City of Fort Worth
���.�.���:. . �•' ` ' �:�1`: �c
., �
� ..-
Approved as,to Form and
Amy J. R
Assistant
16
RE
Fo�TWoR�r�
Request for Proof/Documentation of Insurance
City of Fort Worth's Self-funded Insurance Program
Please accept this correspondence pursuant to your request for documentation
of the City of Fort Worth's insurance program. The City of Fort Worth is basically
a self-funded entity subject to statutory tort laws. The City does not maintain a
commercial policy of general liability insurance and/or auto liability insurance.
Damage for which the City of Fort Worth would ultimately be found liable would
be paid directly by the City of Fort Worth and not by a commercial insurance
company. City owned property is covered under the City of Fort Worth Fire and
Extended coverage program by a commercial insurance policy. Statutory
workers' compensation insurance, coverage is self-funded to a$500,000.00
retention limit per incident over which commercial coverage responds with no
upper cap; and, employer's liability coverage is maintained at the $1,000,000.00
policy limit.
In the event there are any questions regarding the City of Fort Worth's insurance
program, or if I may be of additional assistance, please contact me at the
address provided, or phone direct to 817-392-7761 or email,
�ue.hauK�f�rtworth.c�ov.c�rg.
Thank you for your time and attention. Both are appreciated. On behalf of the
City of Fort Worth, we look forward to a continued business relationship.
Sincerely,
i���
Sue Haupt
Risk Manager
FINANCE DEPARTMENT
RISK MANAGEMENT DIVISION
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102
(817) 392-8493 * (817) 392-5874
E-1
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Page 1 of 3
GOVERNMENT CODE
CHAPTER 2259. SELF-INSURANCE BY GOVERNMENTAL DNITS
SUBCHAPTER A. GENERAL PROVISIONS
� 2259.001. DEFINITIONS. In this chapter:
(1) "Governmental unit" means:
(A) a state agency or institution;
(B) a local government; or
(C) an entity acting on behalf of a state agency
or institution or local government.
(2) "Local government" means a municipality or other
political subdivision of this state or a combination af political
subdivisions, including a combination created under Chapter 791.
(3) "Public security" means an obligation authorized
to be issued under this chapter, including a bond, certificate, or
note.
(9) "State agency or institution" includes an
institution of higher education.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. 1, 1999.
� 2259.002. SELF-INSURANCE NOT WAIVER OF IMMUNITY. The
establishment and maintenance of a self-insurance program by a
governmental unit is not a waiver of immunity or of a defense of the
governmental unit or its employees.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. 1, 1999.
SUBCHAPTER B. SELF-INSURANCE FUND
� 2259.031. ESTABLISHMENT OF FUND. (a) A governmental
unit may establish a self-insurance fur�d to protect the
governmental unit and its officers, employees, and agents from any
insurable risk or hazard.
{b) The governmental unit may:
(1) issue public securities and use the proceeds for
all or part of the fund; or
(2) use any money available to the governmental unit
for the fund.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. 1, 1999.
� 2259.032. PUBLIC PURPOSE. The issuance of a public
security or the use of available money for a self-insurance fund
under this subchapter is a public purpose of the governmental unit.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. 1, 1999.
� 2259.033. PAYMENT SOURCE FOR PUBLIC SECURITIES: STATE
AGENCY OR INSTITUTION. Public securities issued by a state agency
or institution under this subchapter may be payable from any
available source of revenue.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. 1, 1999.
http://tlo2.tic.state.�.us/statutes/docs/GV/content/htm/gv.010.00.002259.00.htm 4/15/2007
E-2
Page 2 of 3
� 2259.039. PAYMENT SOURCE FOR PUBLIC SECORITIES: LOCAL
GOVERNMENT. (a) Public securities issued by a local government
under this subchapter may be payable from taxes imposed by and
revenues of the local government, including:
(1) ad valorem, sales and use, and hotel occupancy
taxes;
(2) revenue derived by the local government from any
system or other specified source; or
(3) any combination of taxes and revenue.
(b) The issuance of public securities by a local government
under this subchapter that are payable from ad valorem taxes is
subject to the laws applicable to the issuance of public securities
by the local government for other purposes, including Chapter 1251,
with respect to the necessity for and conduct of an election.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. 1, 1999.
� 2259.035. SALE OF PUBLIC SECURITIES. A governmental
unit may sell public securities issued under this subchapter at a
public or private sale.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. 1, 1999.
� 2259.036. COUNTY OR MUNICIPAL CERTIFICATES OF
OBLIGATION. As provided by Subchapter C, Chapter 271, Local
Government Code, a county or municipality may issue and sell for
cash, at a public or private sale, certificates of obligation for
the establishment and maintenance of a self-insurance fund under
this subchapter.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. l, 1999.
� 2259.037. APPLICABILITY OF INSURANCE LAWS. The
Insurance Code and other laws of this state relating to the
provision or regulation of insurance do not apply to:
(1) an agreement entered into under this subchapter;
or
(2) the proceeds of public securities issued under
this subchapter.
Added by Acts 1999, 76th Leg., ch. 227, § 5, eff. Sept. 1, 1999.
SUBCHAPTER C. RISK RETENTION GROUPS
� 2259.061. FORMATION OF RISK RETENTION GROUP. A
governmental unit may form or become a member of a risk retention
group formed under the Liability Risk Retention Act of 1986 (15
U.S.C. Section 3901 et seq.) to obtain insurance against an
insurable risk.
Added by Acts 1999, 76th Leg., ch. 227, § 5, eff. Sept. 1, 1999.
� 2259.062. PAYMENT SOURCE FOR GROUP: STATE AGENCY OR
INSTITUTION. A state agency or institution may make a payment
under a risk retention group agreement from any source, including a
legislative appropriation.
Added by Acts 1999, 76th Leg., ch. 227, § 5, eff. Sept. 1, 1999.
http://tlo2.tic.state.�.us/statutes/docs/GV/content/htm/gv.010.00.002259.00.htm 4/15/2007
Page 3 of 3
� 2259.063. PAYMENT SOURCE FOR GROUP: LOCAL
GOVERNMENT. (a) A local government may make a payment under a risk
retention group agreement from proceeds of taxes imposed by and
revenues of the local government, including:
(1) ad valorem, sales and use, and hotel occupancy
taxes;
(2) revenue derived by the local government from any
system or other specified source; or
(3) any combination of taxes and revenue.
(b) A local government that does not have authority to
impose ad valorem taxes for payment of contractual debts may make a
payment under a risk retention group agreement from an annual
appropriation of proceeds of ad valorem taxes the local government
is authorized to impose.
Added by Acts 1999, 76th Leg., ch. 227, � 5, eff. Sept. l, 1999.
http://tlo2.tlastate.tX.us/statutes/docs/GV/content/htm/gv.010.00.002259.00.htm 4/15/2007
Agreement No. TE-1555
EXHIBIT F
FORM OF AUTHORIZING RESOLUTION
Whereas, the City of Fort Worth, a Home-Rule Municipal Corporation situated in Tarrant, Denton, and Wise Counties, Texas (the
"Lessee'�, is authorized by laws of the State of Texas to purchase, acquire and lease personal property for the benefit of the Lessee and its
inhabitants and to enter into contracts with respect thereto; and
Whereas, the Lessee desires to purchase, acquire and lease certain equipment constituting personal properry necessary for the Lessee to
perform essential governmental functions; and
Whereas, in order to acquire such equipment, the Lessee proposes to enter into that certain Equipment Lease-Purchase Agreement (the
`AgreemenP� with All American Investment Group, LLC (the "Lessor'� and that certain Escrow Agreement (the "Escrow AgreemenY') with the
Lessor and CoBiz Bank dba Colorado Business Bank, ("Escrow AgenY') which request for execution have been presented to the governing body of
the Lessee at meetings held January 30, 2007 and April 17, 2007; and
Whereas, the governing body of the Lessee through its approval of Mayor and Council Communication P-10530 on January 30, 2007
(attached hereto as "F-1"), and C-22063 on April 17, 2007 (attached hereto as "F-2"), authorized the execution of the Agreement and the Escrow
Agreement for the purchase, acquisition and leasing of the equipment therein described on the terms and ccnditions therein provided for the
benefit of the Lessee and for the efficient and effective administration thereof.
Now, Therefore,
Section 1. Authority to Execute Documents. Pursuant to the Charter of the City of Fort Worth Texas, the City Manager through its duly
authorized Assistant City Manager, Marc A. Ott, is authorized to execute the Agreement and the Escrow Agreement under the terms presented in
F-1 and F-2 attached hereto. Furthermore, Marty Hendrix, the City Secretary for the City of Fort Worth is hereby authorized to affix the seal of the
Lessee to such documents.
Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required
by the parties to the Agreement and the Escrow Agreement to carry out, give effect to and consummate the transactions contemplated thereby
and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other
documents required to be delivered in connection with the Agreement and the Escrow Agreement.
Section 3. No General Liability. Nothing contained in this Authorization, the Agreement, the Escrow Agreement nor any other instrument
shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing
power, nor shall the breach of any agreement contained in this Authorization, the Agreement, the Escrow Agreement or any other instrument or
document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its
taxing power, except to the extent that the Rental Payments payable under the Agreement are special limited obligations of the Lessee as
provided in the Agreement.
Section 4. Severability. If any section, paragraph, clause or provision of this Authorization shall for any reason be held to be invalid or
unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of
this Authorization.
Seciion 5. Effective Date. This Authorization shall be effective the 17'� day of April, 2007.
[SEAL]
�� ' ' . � �
Marty Hendnx
City Secretary
-. ,� � .� �l �r
Date: �t- � �,�,�
�ep�o�v �',�o ro�a�a
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�<:i:!iUf1�' u�d��.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/30/2007
DATE: Tuesday, January 30, 2007
LOG NAME: 13P06-0091 REFERENCE NO.: P-10530
SUBJECT:
Authorize Execution of a Contract with Amtech Lighting Services for the Purchase and Installation of
Traffic Signal Light-Emitting Diode Lamps for a City-Wide Conversion Project, and Authorize the
Execution of a Lease Purchase Agreement with All American Investment Group, LLC, to Finance
the Conversion Project for the Transportation Public Works Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a contract in the amount of $2,060,000.00 with All American Investment
Group, LLC, subject to negotiating a mutually agreeable lease-purchase agreement, to finance the Light-
Emitting Diode (LED) lamp conversion project to be awarded to Amtech Lighting Services with the lease
amount to include $100,322.19 for planned contingencies; and
2. Authorize the execution of a contract in the amount of $1,959,677.81 with Amtech Lighting Services to
purchase and install traffic signal LED lamps as a City-wide conversion project for the Department of
Transportation & Public Works based on a best value bid with freight included in unit prices.
DISCUSSION:
On January 23, 2007, (IR No. 8818) City Council was briefed regarding City Energy Conservation Project
Effectiveness. The recommended City-wide Conversion Project was included in this report as being one of
several projects that are qualified as "cash-neutral" to the City. Project costs are financed such that
accumulated utility savings are available to make principal and interest payments. Cost savings accrue to
the City's General Fund utility accounts. Standardized measurement and verification plans will confirm
project effectiveness. Such projects are developed by the City in response to the State's goal of improved
air quality (Senate Bill 5, 77th Legislature).
The Transportation Public Works Department (TPV1/) will use this purchase to provide a turnkey installation
of material and equipment necessary to convert existing vehicular and pedestrian traffic signal equipment
from incandescent to LED lamp technology. Staff analysis indicates that the City can anticipate a 3.7-year
simple payback period with annual electricity cost avoidance of $536,624 after implementation of the
project. Analysis also indicates a net return on investment in the fifth year of approximately 25 percent can
be anticipated. This project thus fits the criteria of a cost-effective project for the City based on a detailed
cost-benefit analysis and project cash flow.
Amtech Lighting Services has completed a field inventory of all tra�c signal heads, and pedestrian signals
at intersections identified by the City. The resulting inventory of 571 traffic signals was used along with
Amtech Lighting Services' unit cost bid to finalize the stated purchase price of $1,959,677.81.
The Purchasing Division also solicited bids for a lease-purchase to fund the LED conversion
Logname: 13P06-0091 F-1 Page 1 of 2
project. Payments will be made from the energy avoidance resulting from the conversion of incandescent-
type lamps to LED-type inserts. The term of the agreement is the approximate six-month construction
period plus an additional 48-months of amortization. It is estimated that payments will be approximately
$560,000 per year for four years. All American Investment Group, LLC, submitted the best-qualified
financing bid.
The bid submitted by Amtech Lighting Services was determined to be the best value for the City based on
the selection criteria presented in the invitation to bid. The quality of the product supplied by Amtech
Lighting Services and its overall lower energy consumption provides the best value to the City.
BID ADVERTISEMENT - Bid 06-0091, LED Replacement, was advertised in the Commercial Recorder on
May 3 and 10, 2006. Sixteen vendors were solicited from the Purchasing database. Three vendors
responded with a bid. Bid 06-0343, Municipal Lease, was advertised in the Commercial Recorder on
December 20 and 27, 2006. Thirty-six vendors were solicited from the Purchasing database. Four
vendors responded with a bid.
BID TABULATION - See attached bid tab for Bid 06-0091.
Bid Tab for BID 06-0343.
VENDOR
All America Investment Group, LLC
All Points Public Funding, LLC
Wells Fargo Brokerage Services
IBM Credit, LLC
INTEREST RATE TOTAL PAYBACK
3.40% $2,237,645.76
3.99% $2,269, 532.16
4.24% $2,286, 924.16
4.26% $2, 308.669.92
M/WBE - On Bid 06-0091, Amtech Lighting Services is in compliance with the City's M/WBE Ordinance by
committing to 10 percent M/WBE participation. The City's Goal on this project is 5 percent. On Bid 06-
0343, a waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office because the purchase of goods or services is from sources
where subcontracting or suppler opportunities are negligible.
All COUNCIL DISTRICTS will be included in this project.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds during FY 2006-
07. Beginning in FY 2007-08, the City Manager's recommended General Fund budget will include funds to
pay back the lease-purchase agreement.
BQN\06-0091\DHM
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Karen Montgomery (6222)
Richard Zavala (Acting) (8313)
Jack Dale (8357)
Mark Mathis, Manager, Traffic Services Div.
T/PW (7861)
Logname: 13P06-0091 Page 2 of 2
Agreement No. TE-1555
EXHIBIT G
INCUMBENCY CERTJFICATE OF LESSEE
The undersigned, the duly authorized representatives of the named Lessee under that certain Equipment
Lease-Purchase Agreement dated as of April 17, 2007 (the "Agreement'), with All American Investment Group, LLC,
as Lessor, hereby certifies as follows in accordance with the requirements of the Agreement. Capitalized terms used
herein have the same meaning as in the Agreement.
I hold the position noted under my signature, and I have all authority necessary to execute and deliver this
Certificate. The following officers of the Lessee are duly elected or appointed, and the signatures above the
respective names and titles are true and correct and, where required, have been filed with the appropriate officials of
the State.
LESSEE: City of Fort Worth
�� . ' I Ir1 Y-R/!�
Marc A. Ott
Assistant City Manager
,
_�;:�4�-�� -��:�-
Witness
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Name Printed
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Title
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In Witness Whereof, I have executed and delivered this certificate as of this � L day of
. �,- ; _ �, � 2007.
Marty Hendrix
City Secretary
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��� � ��_ � �
Date
18
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AMYJ.RAMSEY
ASSISTANT CITY ATTORNEY
FORTWORTH
ApTll 1 %� 2,�0%
All American Investment Group, LLC
730 17th Street #830
Denver, Colorado 80202
Re: Equipment Lease-Purchase Agreement TE-1555
To Whom It May Concern:
(817) 392-7617
amy. ramsey@fortworth gov. org
As Assistant City Attorney for the City of Fort Worth, Texas ("Lessee"), I have
examined the original Equipment Lease-Purchase Agreement dated April 17, 2007 (the
"Agreement") between Lessee and All Amexican Investment Group, LLC ("Lessor"), the
original Escrow Agreement dated April 17, 2007 (the "Escrow Agreement") reflected in
Exhibit "I" to the Agreement, among Lessee, Lessor and CoBiz Bank dba Colorado
Business Bank ("Escrow Agent"), and the proceedings taken by the City of Fort Worth
City Council of Lessee to authorize the execution and delivery of the Agreement and the
Escrow Agreement on behalf of Lessee. Based upon the foregoing examination and upon
an examination of such other documents and matters of law as I have deemed necessary
or appropriate, I am of the opinion that:
1. Lessee is a home-rule municipal corporation duly organized and legally existing
under the Constitution and laws of the State of Texas with full power and
authority to enter into the Agreement and the Escrow Agreement.
2. The Agreement and the Escrow Agreement have been duly authorized, executed
and delivered by Lessee and, assuming due authorization, execution and delivery
thereof by Lessor, constitutes the legal, valid and binding obligation of Lessee,
enforceable against Lessee in accordance with its terms, subject to any applicable
bankruptcy, insolvency, moratorium or other laws or equitable principles
affecting the enforcement of creditors' rights generally.
3. The Equipment leased pursuant to the Agreement constitutes personal property
and when subjected to use by Lessee will not be or become a fixture under
applicable law.
OFFICE OF THE CITY ATTORNEY
The City of Fort Worth � 1000 Throckmorton Street * Fort Worth, Texas 76102
817-392-7600 � Fax 817-392-8359
EXHIBIT "H"
4. Lessee has complied with any applicable public bidding requirements in
connection with the Agreement and the transactions contemplated thereby.
No litigation or proceeding is pending or, to the best of my knowledge, threatened
to restrain or enjoin the execution, delivery or performance by Lessee of the
Agreement or the Escrow Agreement or in any way to contest the validity of the
Agreement or the Escrow Agreement, to contest or question the creation or
existence of Lessee or its governing body or the authority or ability of Lessee to
execute or deliver the Agreement or the Escrow Agreement or to comply with or
perform its obligations thereunder. There is no litigation pending or, to the best of
my knowledge, threatened seeking to restrain or enjoin Lessee from annually
appropriating sufficient funds to pay the Rental Payments or other amounts
contemplated by the Agreement.
6. The Mayor and Council Communications adopted by the Fort Worth City Council
(Lessee's governing body) authorizing the execution and delivery of the
Agreement and the Escrow Agreement and certain other matters were adopted at a
meeting that was held in compliance with all applicable laws relating to the
holding of open and public meetings.
7. The entering into and performance of the Agreement and the Escrow Agreement
do not violate any judgment, order, law or regulation applicable to Lessee or
result in any breach of, or constitute a default under, or result in the creation of
any lien, charge, security interest or other encumbrance upon any assets of Lessee
or on the Equipment (as defined in the Agreement) or the Escrow Fund (as
defined in the Escrow Agreement) pursuant to any indenture, mortgage, deed of
trust, bank loan or credit agreement or other instrument to which Lessee is a party
or by which it ar its assets may be bound, except as provided in the Agreement
and the Escrow Agreement.
8. The Lessee has no subordinate security interests in prior obligations and is the
purchaser of the equipment set forth in the Agreement.
9. This opinion may be relied upon by the addressee hereof and its successors and
assignees of interest in the Agreement, but only with regard to matters specifically
set forth herein.
Respectfully submitted,
�� .
Am . mse
OFFICE OF THE CITY ATTORNEY
The City of Fort Worth * 1000 Throckmorton Street * Fort Worth, Texas 76102
817-392-7600 * Fax 817-392-8359
EXHIBIT "H"
EXHIBIT I
ESCROW AGREEMENT
For Equipment Lease-Purchase Agreement # TE-1555
All American Investment Group, LLC, a Limited Liability Company duly organized and existing under the laws of the State of Delaware (the
"Lessor'�, and City of Fort Worth, a body corporate and politic duly organized and existing under the laws of the State of Texas (the
"Lessee'�, hereby deliver to CoBiz Bank dba Colorado Business Bank, as escrow agent (the `Escrow Agent'�, the sum of $2,033,310.00,
receipt of which the Escrow Agent hereby acknowledges, for deposit of $2,033,310.00 into the Escrow Fund (as hereinafter defined), to be
held and disposed of by the Escrow Agent upon the terms and conditions hereinafter set forth to which the undersigned hereby agrees as
follows:
1. The Escrow Agent hereby acknowledges receipt of a true and correct copy of an executed Equipment
Lease-Purchase Agreement dated as of April 17, 2007 (the "Lease'�, whereby the Lessor leases to the Lessee, and the Lessee leases
from the Lessor, the equipment and other property described in Exhibif A attached thereto (the `EquipmenY�. From and after the Escrow
AgenYs receipt of a written notice from the Lessor that the Lessor has assigned its right, title and interest in the Lease to an assignee, and
of any further assignments, all references to the "Lessor" herein shall mean and refer to such assignee or assignees.
2. There is hereby created and established with the Escrow Acent a special fund designated the City of Fort Worth,
Texas, Escrow Fund (the `Escrow Fund'� to be held by the Escrow Agent in the name of the Lessee separate and apart from all other
funds of the Lessor, the Lessee or the Escrow Agent.
3. The Escrow Agent shall disburse funds from the Escrow Fund to the manufacturer, seller or supplier of items of
Equipment (the "Vendor'� upon receipt of a completed Payment Request Form from the Lessee, substantially in the form attached as
Exhibit A hereto, executed by the Lessee and approved by the Lessor. Each Payment Request Form shall have attached thereto such
bills, receipts, invoices or other documents acceptable to the Lessee and the Lessor evidencing the amount and purposes for which the
disbursement is requested. The Lessee agrees to submit to the Lessor each Payment Request Form for approval by the Lessor and such
other documents and certificates as the Lessor may reasonably request to evidence the proper expenditure of the moneys in the Escrow
Fund for the purpose of paying costs to acquire the Equipment to be leased pursuant to the Lease. The Lessee is responsible for making
any and all payments required that exceed the amount borrowed due to Equipment modifications and change orders authorized or ordered
by the Lessee. The Escrow Agent assumes no responsibility for the expenditure of moneys paid out of the Escrow Fund pursuant to a
Payment Request Form properly signed, approved by the Lessor and delivered to the Escrow Agent as provided herein. If an Event of
Nonappropriation occurs under the Lease prior to the Lessee's acceptance of all the Equipment or to the extent that funds have not been
disbursed from the Escrow Fund within the eighteen-month period identified in the Lease, funds then on deposit in the Escrow Fund shall
be applied to the prepayment of Rental Payments under the Lease as provided therein.
4. To the extent permitted by law, and with such collateral or security as required by law, any moneys held as part of
the Escrow Fund shall be promptly invested and reinvested by the Escrow Agent (so long as an Event of Default under the Lease has not
occurred and is continuing or an Event of Nonappropriation under the Lease has not occurred) or the direction of the Lessor (if an Event of
Default under the Lease has occurred and is continuing or an Event of Nonappropriation under the Lease has occurred) in any of the
following investments:
(a) direct obligations of, or obligations the payment of the principal of and interest on which are
unconditionally guaranteed by, the United States of America, the guarantee of which constitutes the full faith and credit obligation of the
United States of America ("United States Government Obligations'�;
(b) bonds, debentures, participation certificates or notes issued by, or obligations the prompt payment of
principal and interest for which is guaranteed by, any of the following: Bank for Cooperatives, Federal Financing Bank, Federal Land
Banks, Federal Home Loan Banks, Federal Intermediate Credit Banks, Federal National Mortgage Association, Export-Import Bank of the
United States, Student Loan Marketing Association, Farmers Home Administration, Federal Home Loan Mortgage Corporation or
Government National Mortgage Association, or any other agency or corporation that has been or may hereafter be created by or pursuant
to an Act of Congress of the United States as an agency or instrumentality thereof; or
(c) certificates of deposit, time deposits, bank repurchase agreements or any other interest-bearing banking
arrangements with any banking institution (including the Escrow Agent or any bank with which the Escrow Agent is affiliated) that is fully
insured by the Federal Deposit Insurance Corporation, or any successor thereto, provided that such certificates of deposit or time deposits,
bank repurchase agreements or other interest-bearing banking arrangements, if not fully insured by the Federal Deposit Insurance
Corporation, or such successor, are either (i) issued by national or state banks having capital and surplus of at least $100,000,000 or a
rating of "A" or better by any nationally recognized securities rating organization or (ii) fully secured by United States Government
Obligations. No investment shall be made in a security maturing later than the date on which the Lessee reasonably anticipates needing
such funds for the payment of the costs to acquire the Equipment from the Escrow Fund. The Lessee shall notify the Escrow Agent from
time to time as to the dates on which funds are needed for disbursement from the Escrow Fund and the estimated amount of each such
disbursement and the Escrow Agent may rely upon such information in connection with the investment or reinve rrJ_e un 5��, ;?_! •,,,,
�r�����
further notice from the Lessee to the Escrow Agent, the schedule of disbursements attached as Exhibit 8 hereto (t ����ny/'��,v�!,;';�;
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Schedule'� shall constitute such notice from the Lessee upon which the Escrow Agent may rely for such purposes. Earnings and income
realized from the investment and reinvestment of moneys in the Escrow Fund shall be applied as directed by the Lessee either to (1)
payment of costs to acquire Equipment or (2) payment of the interest component of Rental Payments.
5. The Lessee hereby acknowledges and agrees that the Escrow Fund has been "net funded" in that the amount
deposited into each such Fund on the date of execution of this Escrow Agreement will be sufficient to pay the total costs to acquire the
Equipment only so long as amounts in those Funds are invested at least to the dates shown on the Escrow Fund Draw Schedule in
investments designated by the Lessee on the date hereof and are not withdrawn from the Escrow Fund on any date earlier than those
shown on the Escrow Fund Draw Schedule attached hereto. The Lessee hereby agrees not to submit a Payment Request Form pursuant
to Paragraph 3 of this Escrow Agreement for disbursements from the Escrow Fund on any date earlier than those shown in the Escrow
Fund Draw Schedule.
6. For purposes of this Escrow Agreement:
(a) The Escrow Agent shall not incur any liability in acting upon any Payment Request Form delivered
hereunder and believed by the Escrow Agent to be genuine and to be signed and approved by the proper parties.
(b) To the extent permitted by law, the Lessee covenants to indemnify the Escrow Agent for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Escrow Agent, arising out of or in
connection with the acceptance or administration of this Escrow Agreement, but only from Legally Available Funds in the same manner as
provided in the indemnification provisions of the Lease.
(c) The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the
construction of the Escrow Agent's duties hereunder and shall not be held to any liability for acting in accordance with advice so received.
(d) The Escrow Agent shall not be responsible for filing any UCC liens relating to the subject equipment being
leased.
7. In the event of any disagreement between the undersigned or any of them, and/or any other person, resulting in
adverse claims and demands being made in connection with or for any moneys involved herein or affected hereby, the Escrow Agent shall
be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement shall continue, and in so
refusing the Escrow Agent may refrain from making any delivery or other disposition of any moneys involved herein or affected hereby and
in so doing the Escrow Agent shall not be or become liable to the undersigned or any of them or to any person or party for its failure or
refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to continue so to refrain and refuse so
to act until:
(a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having
jurisdiction of the parties and the moneys involved herein or affected hereby; or
(b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified
thereof in writing signed by all of the persons interested.
8. (a) The fees for the usual services of the Escrow Agent under the terms of this Escrow Agreement are $0.00 as set
forth in the schedule attached hereto as Exhibit C.
9. Within fifteen (15) days after the Escrow AgenYs receipt of a written request from the Lessee or the Lessor for such
information, the Escrow Agent shall provide to the requesting party a written summary of the receipts, disbursements and status of moneys
and investments in the Escrow Fund.
10. (a) This Escrow Agreement may be modified or amended only with the written consent of all parties hereto.
(b) The Escrow Agent may be removed at any time, by an instrument in writing executed by Lessor and Lessee
should the Escrow Agent fail to perform their fiduciary responsibilities which shall be determined at the sole discretion of Lessor and
Lessee. In the event of removal of the Escrow Agent, a successor Escrow Agent, which may be Lessor, shall be appointed by an
instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by
an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall,
without any further act or deed, be fully vested with all the trusts, powers, rights, duties and obligations of the Escrow Agent under this
Escrow Agreement, and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to
such successor Escrow Agent.
(c) The rights and obligations of the parties hereunder may be assigned upon written notice to the other parties.
Subject to the foregoing, this Escrow Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties
hereto.
11. This Escrow Agreement shall terminate on the earlier of eighteen (18) months from the commencement date, or
when all transfers required to be made by the Escrow Agent under the provisions hereof shall have been made.
12. If any one or more of the covenants or agreements provided in this Escrow Agreement on the part of the Lessor,
the Lessee or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained
and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.
21
13. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all
purposes as one original and shall constitute and be but one and the same instrument.
14. ihis Escrow Agreement shall be construed and enforced in accordance with the laws of the State of Texas.
In Witness whereof, the parties hereto have caused this Escrow Agreement to be duly executed
by their duly authorized officers on this day of , 2007.
Escrow Agreement, Equipment Lease-Purchase Agreement # TE-1555
As Lessee: City of Fort Worth
Marc A. Ott -
Assistant City Manager
As Lessor: All American Investment Group, LLC
Signature:
Name Printed: Cheri A. Cattoor
Title: Chief Operatinq Officer
Date
As Escrow Agent: CoBiz Bank dba Colorado Business Bank
Signature: _
Name Printed:
Title:
Date:
22 ��
13. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all
purposes as one original and shall constitute and be but one and the same instrument.
14. This Escrow Agreement shall be construed and enforced in accordance with the laws of the State of Texas.
In Witness whereof, the parties hereto have caused this Escrow Agreement to be duly executed
by their duly authorized officers on this 2 3 r¢lay of Apri 1 , 2007.
Escrow Agreement, Equipment Lease-Purchase Agreement # TE-1555
As Lessee: City of Fort Worth
Marc A. Ott
Assistant City Manager
Approved as to Form and Legality:
Amy J. Ramsey
Assistant City Attorney
As Lessor: All American Investment Group, LLC
Signature: a , "i � '
Name Printed: Cheri A. Cattoor
Title: Chief Operatinq Officer
Date:
As Escrow Agent: CoBiz Baqk dba Colorado Business �ank
. �
Signature: ' t'' �'�_
_ , � �\
Name Printed: ��� ��" f� �� l ��` �
Title: ��., `
' R�
Date: -� � - -� � � � �
Exhibit A
to the Escrow Agreement # TE-1555
Payment Request Form No.
Lessee: City of Fort Worth
Date:
Escrow Agreement (`Agreement') Dated: April 17, 2007
The Undersigned Acknowledges and Represents that:
In accordance with Paragraph 3 of the Agreement, the Lessee hereby authorizes and requests a disbursement from the Escrow Fund to pay the
amounts to the payees identified herein for certain Equipment costs.
The Lessee hereby represents and warrants for all purposes that:
Pursuant to the invoice attached hereto, the amount to be disbursed is $
2. Payment is to be made to: Payee: Amtech Lighting Services
3. The amount to be disbursed constitutes the Purchase Price, or portion thereof, of the Equipment cost, said amount is required to be
disbursed pursuant to a purchase contract entered into therefore by and on behaif of the Lessee, or was necessarily or reasonably incurred, and
said amount is not being paid in advance of time, if any, fixed for any payment.
4. The Equipment relating to such Purchase Price, or portion thereof, has been delivered and accepted or the materials have been
furnished for which disbursement is required.
5. No amount set forth in this Payment Request Form was included in any Payment Request Form previously submitted.
6. Acquisition and installation of the applicable portion of the Equipment for which payment is being requested has been completed in
accordance with plans and specifications approved by the Lessee and in accordance with the terms and conditions of the purchase contract. Said
applicable portion of the Equipment is suitable and sufficient for the expected uses thereof, but this statement is made without prejudice to any rights
against third parties which exist at the date hereof or which may subsequently come into being.
7. If the amount to be disbursed constitutes final payment for all of the Equipment, there is attached hereto an original of the Acceptance
Certificate, Exhibit C to the Lease (as such term is defined in the Agreement), executed by an authorized officer of Lessee, pursuant to Paragraph 8
of the Equipment Lease-Purchase Agreement.
8. Each disbursement hereby requested has been incurred and is a proper charge against the Escrow Fund. No amount hereby
requested to be disbursed will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the date of
execution and delivery of the Lease.
Please forward this document and any correspondence relating to vendor payments to: All American Investment Group, LLC, Attn.:
Cheri Cattoor, COO, 730 17�h Street #830, Denver, CO 80202. Please call 800-899-9404 if you have any questions.
Lessee: City of Fort Worth
Signature
Name Printed
Title
Date
APPROVED: APPROVED:
Lessor: All American Investment Group, LLC Assignee: SunTrust Leasing Corporation
Signature
Name Printe�
Title
Date
23
Signature
Name Printed
Title
Date
Anticipated Payment Date
Day 0
Day 30
Day 60
Day 90
Day 120
Day 150
Day 180
Day 210
Total:
Lessee: City of Fort Worth
.
arc A. Ott
Assistant City Manager
Recommended by: G
�j
Robert Goode, P.E., Director
Transportat'1.eri'�nd Public Works
Form
Amy J.
Assist�
Exhibit B
To Escrow Agreement
Estimated Escrow Fund Draw Schedule
24
Payment Amount
$392,000.00
$433,322,19
$166,500.00
$166,500.00
$166,500.00
$166,500.00
$166,500.00
$402,177.81
$2,060,000.00
Agreement # TE-1555
Agreement # TE-1555
Exhibit C
To Escrow Agreement
[Attach Escrow Agent Fee Schedule]
$0.00
25
LESSEE INVOICE INFORMATIAN
Lessee Name: City of Fort Worth
Sam
Purchasing Contact First
817-392-1276
Phone Number Fax Number
908 Monroe Street, Suite 800
Street Address and/or P.O. Box
M.I.
Fort Worth Texas 76102
City State
Billing Contact First
Phone Number
��
Fax Number
Purchase Order Number and/or Reference Number
Require Board Approval for Payments?:
Board Meeting Date:
�k� ��
/�i��
Require Signed Vouchers for Payments?: Yes
(Send vouchers with documents if possible)
Additional Information Needed on Invoices:
2s
No
Agreement No. TE-1555
Steele
Last
E-mail Address
E-mail Address
Zip Code
Last