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CONTRACT100...J .
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equipment
finance
TEXAS ADDENDUM
TO GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO.008-0662443-301 DATED AS OF June 28,2016
LESSOR: TCF Equipment Finance,a division of TCF National Bank
LESSEE: City of Fort Worth,Texas
This Addendum is hereby incorporated in and is hereby made a part of the above-referenced Governmental Lease-Purchase Agreement No.008-0662443-301(together
with all Exhibits and Attachments and this Addendum,the"Lease"). Words"YOU"and"YOUR"refer to the"Lessee"and the words"WE,""US"and"OUR"refer to
the"Lessor,"its successors and assigns. Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms
assigned to such terms in the Lease and that the following changes and additions shall be made to the Lease:
1. Section 2 of the Lease is hereby amended by adding the following sentence at the end of that Section:
The Maximum Lease Term does not exceed 25 years.
2. Section 4 of the Lease is hereby deleted and the following Section 4 is hereby inserted in lieu thereof:
4. CONTINUATION OF LEASE TERM. The decision whether or not to budget or appropriate funds for any Renewal Term is solely within the
discretion of YOUR then-current governing body.
3. Section 7 of the Lease is hereby amended to delete the final sentence thereof,reproduced below for reference purposes only:
"WE MAY,AT OUR DISCRETION,CONFIRM BY TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT,AND THAT TELEPHONE
VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT WILL HAVE THE SAME EFFECT AS A SIGNED ACCEPTANCE
CERTIFICATE."
4. Section 10 of the Lease is hereby amended by adding the following sentence at the end of that Section: OFFICIAL RECORD
Notwithstanding the foregoing,the Lease may be assigned by US only in whole,not in part. CITY SECRETARY
5. Section 14 of the Lease is hereby deleted and the following Section 14 is hereby inserted in lieu thereof: FT.WORTH,TX
"14.INSURANCE.As a governmental entity,YOU represent and warrant that YOU are self-insured against liability claims an(T-p—roperty losses as described in
YOUR self-insurance letter,attached to this Addendum as Attachment 1.In the event(a)YOU cease to be self-insured or elect not to be self-insured with respect
to property damage to the Equipment,or(b)WE notify YOU that YOU may no longer self-insure for property damage to the Equipment due to a default having
occurred under the Lease or due to a material adverse change in YOUR financial condition;then YOU shall immediately procure and maintain property insurance
in an amount not less than the replacement cost of the Equipment.To the extent YOU have or obtain in the future any property or liability insurance coverage,
YOU agree that WE will be the sole named loss payee on the property insurance and named as additional insured on the liability insurance,and such insurance
shall provide US at least thirty days written notice of cancellation."
6. Section 19 of the Lease is hereby amended to delete the final sentence thereof,reproduced below for reference purposes only:
"If WE feel it is necessary,YOU agree to submit financial statements(audited if available)on an annual basis."
7. A new Section 27 is hereby added to the lease as follows:
"27.AUDIT RIGHTS. WE agree that YOU shall,until the expiration of three(3)years after final.Lease Payment under this Lease,have access to and the right to
examine at reasonable times,but not more frequently than on an annual basis,any directly pertinent books,documents,papers and records of OURS involving
transactions relating to this Lease,provided that YOU reasonably compensates US for time and effort expended in connection with any such audit. WE agree that
YOU shall have access during normal working hours to all of OUR necessary facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. YOU shall give US not less than 10 days written notice of any intended audits.YOU shall
comply with all of OUR security and confidentiality procedures and policies in connection with any such audit.
Except as specifically set forth in this Addendum,all terms and conditions contained in the Lease will remain in full force and effect and are hereby ratified and
confirmed.
Lessor: TCF Equipment Finance,a division of TCF By: � y Operations-T.C.
National Bank
Lessee: City of Fort Wort xIP � °rc', By: Susan Alanis,Assistant
City Manager
b
APPROVED AS TO FORM D LEGALITY.
mmy J.
Muni_Lease_Sbort_Foun TXRidery 04.16.153044407/20/2 4:13 PM TY ATTCR�•'GY GU,r(ev, TrevMo
itcf
equipment
finance
TEXAS ADDENDUM
TO GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO.008-0662443-301 DATED AS OF June 28,2016
Attachment 1
Self-Insurance Letter
[To be attached]
Muni Lease Short Form TXRider v 04.16.15 304440 7/202016 4:13 PM
FORTWORTH
February 18, 2016
RE: 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 in lieu of a certificate of commercial insurance. The City of Fort
Worth is a self-funded governmental 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 by a commercial insurance policy. Statutory
Workers' Compensation insurance, coverage is self-funded to a $750,000.00 retention
limit per incident over which commercial coverage respond 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)392-7402.
Thank you for your time and attention. Both are appreciated. Should you require any
further information, please feel free to contact this office. On behalf of the City of Fort
Worth, we look forward to a continued business relationship.
Sincerely,
Mark Barta
Human Resources
Assistant Director
HUMAN RESOURCES DEPARTMENT
RISK MANAGEMENT DIVISION
THE CITY OF FORT WORTH* 1000 THROCKMORTON STREET*FORT WORTH,TEXAS 76102
(817)392-1206 * FAX(817)392-5874
rc
I tC2
equipment
finance
GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO.008-0662443-301 DATED AS OF June 28,2016
(TAX-EXEMPT)
Name Emaii:
pTCF Equipment Finance,a division of TCF National Bank customerservice@tinancediv.com
w Address Fax Number:
1111 West San Martin Dr,Suite A2 West,Waterloo,IA 50701-8926 319-833-4577
w Full Legal Name Email:nancy.bunton@fortrvorthtexas.gov
City of Fort Worth,Texas Fax:
aPrimary Address Fiscal Year End: FEIN:
4200 South Freeway,Fort Worth,TX 76114 September 75-6000528
Principal Portion:$252,804.38 Lease Payments: This Governmental Lease-Pucbase Agreement is hereby NOT designated as a
p See Attachment 1: n "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the
Interest Rate:3.59% Lease Payment Schedule 2 w Internal Revenue Code.
w Maximum Lease Term: Payment Frequency:
Baa as
7— 60 Months Monthly
TERMS AND CONDITIONS
Please read this Governmental Lease-Purchase Agreement No.008-0662443-301(including all attachments and schedules hereto,and any related escrow agreement,"Lease")carefully and feel free to
ask US any questions YOU may have about it. Words"YOU"and"YOUR"refer to the"Lessee,"and the words"WE,""US"and"OUR"refer to the"Lessor,"its successors and assigns.
1. LEASE:WE agree to lease to YOU and YOU agree to lease fi'om US,the equipment listed on Attachment 2:Equipment Description,including all replacement parts,repairs,additions and
accessories("Equipment")on the terms and conditions of this Lease and on any attached schedule.
2. TERM:This Lease is effective on the earlier of the date on which WE disburse funds to the vendor of the Equipment or the date on which WE deposit finds for the purchase of the Equipment with
an escrow agent(the"Commencement Date"),which date YOU hereby authorize US to fill in on the executed Lease Payment Schedule following OUR receipt from YOU of the executed Acceptance
Certificate in the form set forth as Attachment 3 hereto,and continues thereafter for an Initial Term("Initial Term")ending at the end of YOUR budget year in effect on the Commencement Date and
may be continued by YOU for additional one-year renewal terms("Renewal Terns"),coinciding with YOUR budget year,up to the total number of months indicated above as the Maximum Lease
Term;provided,however,that at the end of the Initial Term and at the end of each Renewal Term until the Maximum Lease Term has been completed,YOU will be deemed to have continued this Lease
for the next Renewal Term unless YOU have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due as set forth on Attachment I until the balance ofthe Lease Payments
and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. As set forth in the Lease Payment Schedule,a portion of each Lease Payment is paid as,and
represents payment of interest. YOUR obligation to pay Lease Payments and YOUR other Lease obligations are absolute and mnconditional and are not subject to cancellation,reduction,setoffor
counterclaim except as provided in Section 5. THIS LEASE IS NON-CANCELABLE,EXCEPT AS PROVIDED IN SECTION 5.
3. LATE CHARGES. If a Lease Payment is not made on the date when due,YOU will pay US a late charge at tine rate of 10%per annum or the maximum amount permitted by law,
whichever is less,from the due date.
4. CONTINUATION OF LEASE TERM. YOU currently intend,subject to Section 5,to continue this Lease,and to pay Lease Payments hereunder,through the Maximum Lease Tema. YOU
reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Maximum Lease Term can be obtained. YOUR responsible financial officer will do all things
lawfully within his or her power to obtain and maintain funds from which Lease Payments may be made,including making provision for Lease Payments to die extent necessary in each proposed annual
budget submitted for approval in accordance with YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of One budget is not approved. Notwithstanding die foregoing,
the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body.
5. NONAPPROPRIATION. YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated for that purpose during YOUR
then current budget year. If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term,this Lease will be deemed
terminated at the end of the then current Initial Terni or Renewal Terni. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Initial Term or
Renewal Term,but failure to give such notice will not extend the term of this Lease beyond the then current Initial Term or Renewal Term If this Lease is terminated in accordance with this Section,
YOU agree,at YOUR cost and expense,to peaceably deliver the Equipment to US at the location or locations specified by US.
6. WARRANTIES. WE are leasing the Equipment to YOU"AS-IS"and WE MAKE NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE. To the extent such warranties are transferrable,WE transfer to YOU,without recourse,for the tern of this Lease all warranties,if any,made by the
manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM,PROVISION OR CONDITION OF THIS LEASE EXCEPT IN WRITING
AND SIGNED BY THE PARTIES HERETO,AND,EXCEPT FOR THE MANUFACTURER WARRANTIES,MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE
EQUIPMENT. WE WILL NOT BE LIABLE FOR SPECIAL,RESULTING OR CONSEQUENTIAL DANIAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR
REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE
WILL NOT BE AFFECTED BY ANY DISPUTE,CLAIM,COUNTERCLAIM,DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE
EQUIPMENT MANUFACTURER-
7.
ANUFACTURER7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE,AT YOUR OWN COST,TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT(UNLESS
THOSE COSTS ARE INCLUDED IN THE COSTS OF THE EQUIPMENT TO US). WHEN THE EQUIPMENT HAS BEEN DELIVERED AND INSTALLED,YOU WILL IMMEDIATELY SIGN
AND DELIVER TO US A SEPARATE ACCEPTANCE CERTIFICATE IN THE FORM SET FORTH AS ATTACHMENT 3 HERETO. WE MAY,AT OUR DISCRETION,CONFIRM BY
TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT,AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT WILL HAVE THE SAME
EFFECT AS A SIGNED ACCEPTANCE CERTIFICATE.
(Terms and Conditions continued on the next page of this Lease.)
YOU agree to all of the Terms and Conditions contained in both sides of this Lease, Name of Lessor TCF Equipment Finance,a division of TCF National Bank
and in any attachments to this Lease(all of which are included by reference)and
become part of this Lease. YOU acknowledge that YOU have read and agreed to all
fire Terms and Conditions. By
Signature A' ` f
Ci of Fort Worth,Texas Print Name and Tit1A"M 1 A i(S�M�`}
w Leg IN co f e .1t4ox If an
J C"w) U1 Atrw'-,
a Si natm'e w 008-0662443-301
g Lease Number
Print Name and Title
1,the undersigned,do hereby certify that the officer see who executed the foregoing Lease on behalf of Lessee and whose genuine signature appears thereon,(1)is the duly qualified
o and acting officer of Lessee as stated benea d(2)is duly authorized to execute and deliver the foregoing Agreement on behalf of Lessee.
X la-� F� ,
� Signature: opppTitle:
uo�
THE ABOVE CERTIFIC G DB RK OR SECRETARY OF LESSEE,AND THE CLERK OR SECRETARY MUST BE A DIFFERENT
OFFICER SIGNING IN THE"LESSEE SIGNATURE"BOX.
A ys . 0;0
J/ 1k ��<p !APPROVED AS TO FORM AND EGAL(TY:
tyMcyliz z SholF _ / J` Page 1 of 7
v ATTORMPY /`--1 tri e_4" I reu(%v
8. TITLE,PERSONAL PROPERTY,LOCATION,INSPECTION,NO MODIFICATONS 17. PURCHASE OPTION. Provided YOU are not in default,YOU will have the option to
OR ALTERATIONS. YOU have title to the Equipment;provided that title to the Equipment will purchase all,but not less than all,of the Equipment(a)on the date the last Lease Payment is due
immediately and without any action by YOU vest in US, and YOU will inunediately surrender (assuming this Lease is renewed at the end of the Initial Term and each Renewal Term),if this Lease
possession of the Equipment to US, (a)upon any termination of this Lease other than termination is still in effect on that day,upon payment in full of Lease Payments and all otlier wnourhts then due
pursuant to Section 17(including but not limited to any termination pursuant to Section 5)or(b)if and the payment of One Dollar to US;(b)on the last day of the Initial Term or any Renewal Term
YOU are in default of this Lease. It is the intent of the parties hereto that any transfer of title to US then in effect,upon at least 30 days'prior written notice to US and payment in fill to US of the Lease
pursuant to this Section will occur automatically without the necessity of any bill of sale,certificate of Payments and all other amounts then due plus the then applicable Purchase Price set forth on the
title or other instrument of conveyance. YOU will, nevertheless, execute and deliver any such Lease Payment Schedule; or (c) if substantial damage to or destruction or condemnation of
instruments as WE may request to evidence such transfer. As security for YOUR obligations substantially all of the Equipment has occurred,on the day specified in YOUR written notice to US of
hereunder,to the extent permitted by law,YOU grant to US a first and prior security interest in the YOUR exercise of the purchase option upon at least 30 days'prior notice to US and payment in full to
Equipment,all cash and negotiable instruments comprising the escrow fund held under any related US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set
escrow agreement,and all proceeds of the foregoing. YOU have the right to use the Equipment during forth on the Lease Payment Schedule.
the term of this Lease,except as otherwise expressly set forth in this Lease. Although the Equipment 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a)
may become attached to real estate,it remains personal property.YOU agree not to alter or modify the YOU are a public body corporate and politic duty organized and existing under the constitution and
Equipment or permit a lien to be placed upon the Equipment or to remove the Equipment without OUR laws of YOUR State with full power and authority to enter into this Lease and to perform all of
prior written consent. YOU agree to provide US with waivers of interest or liens frons anyone claiming YOUR obligations hereunder;(b)YOU have duly authorized the execution and delivery of this Lease
any interest in the real estate on which any items of Equipment is located. WE also have the night,at by proper action by YOUR governing body,and all requirements have been met and procedures have
reasonable times,to inspect the Equipment. occurred in order to ensure the validity and enforceability of this Lease;(c)YOU have complied with
9.MAINTENANCE. YOU are required,at YOUR own cost and expense,to keep the Equipment such public bidding requirements as are applicable to this Lease and the acquisition by YOU of the
in good repair,condition and working order,except for ordinary wear and tear,and to supply all parts Equipment;(d)all authorizations,consents and approvals of governmental bodies or agencies required
and servicing required. All replacement parts used or installed and repairs made to the Equipment will in connection with the execution and delivery by YOU of this Lease or in connection with the carrying
become OUR property. YOU acknowledge that WE are not responsible for providing any required out of YOUR obligations hereunder have been obtained;(e)this Lease constitutes the legal,valid and
maintenance and/or service for the Equipment. YOU will make all claims for service and/or binding obligation of YOU enforceable in accordance with its terns,except to the extent liniited by
maintenance solely to the supplier and/or manufacturer and such claims will not affect YOUR applicable bankruptcy,insolvency,reorganization or other laws affecting creditors'rights generally;
obligation to make Lease Payments. (1)YOU have,in accordance with the requirements of law,fully budgeted and appropriated sufficient
10.ASSIGNMENT. YOU agree not to transfer,sell,sublease,assign,pledge or encumber either finds for the current budget year to make the Lease Payments scheduled to come due dining the
the Equipment or any rights under this Lease without OUR prior written consent. YOU agree that WE current budget year and to meet YOUR other obligations under this Lease during the current budget
may sell,assign or transfer this Lease and,if WE do,the new owner will have the same rights and year,and those hunts have not been expended for other purposes;(g)there is no proceeding pending
benefits,but not the obligations,that WE now have. The rights of the new owner will not be subject to or threatened in any cont or before any governmental authority or arbitration board or tribunal that,if
any claims,counterclaims,defenses or set-offs that YOU may have against US. No assigmnent will be adversely determined, would adversely affect the transactions contemplated by this Lease or our
effective until YOU have received written notice from the assignor of the name and address of the interest in the Equipment;(h)the Equipment is essential to YOUR fwhctions or to the services YOU
assignee. YOU or YOUR agent will maintain a written record of each assignment in form necessary to provide to YOUR citizens,YOU have an immediate need for the Equipment and expect to make
comply with Section 149(a)of the Internal Revenue Code of 1986,as amended. immediate use of the Equipment,YOUR need for the Equipment is not temporary and YOU do not
11. LOSS OR DAMAGE. YOU are responsible for the risk of loss or destruction of,or damage expect the need for any item of the Equipment to diminish in the foreseeable future,including the
to,the Equipment. No such loss or damage relieves YOU from any obligation under tris Lease. If any Maximum Lease Terms,and the Equipment will be used by YOU only for the purpose of performhing
of the Equipment is damaged by fire or other casualty or if title to,or the temporary use of,any of the one or more of YOUR governmental or proprietary functions consistent with the permissible scope of
Equipment is taken wider the exercise of the power of eminent domain, the net proceeds ("Net YOUR authority and will not be used in the trade or business of any other entity or person;and(i)
Proceeds")of any insurance claim or condemnation award will be applied to the prompt replacement, YOU have never failed to appropriate or otenvise make available funds sufficient to pay rental or
repair,restoration,modification or improvement of that Equipment,wiless YOU have exercised YOUR other payments coning due under any lease purchase,installment sale or other similar agreement.
option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remaining 19.UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing
after such work has been completed will be paid to YOU. statement with respect to the Equipment. If WE feel it is necessary,YOU agree to submit financial
12. INDEMNITY. WE are not responsible for any losses or injuries caused by the manufacture, statements(audited if available)on an annual basis.
acquisition,delivery,installation,ownership,use,lease,possession,maintenance,operation or rejection 20.UCC—ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Finance Lease as that
of the Equipment or defects in the Equipment. To the extent permitted by law,YOU agree to reimburse term is defined in Article 2A of the Uniform Commercial Code("UCC"). YOU acknowledge that
US for and to defend US against any claim for losses or injuries(including attorneys'fees and other WE have given YOU the name of the Supplier of the Equipment. WE hereby notify YOU that YOU
expenses for the defense of such claim),regardless of natue,relating to the Equipment,including, may have rights under the contract with the Supplier and YOU may contact the Supplier for a
without limitation,its manufacture,acquisition,delivery,installation,ownership,use,lease,possession, description of any rights or warranties that YOU may have wider this supply contract. YOU also
maintenance or operation. This indemnity will continue even after tie termination of this Lease. waive any and all rights and remedies granted YOU under Sections 2A-508 trough 2A-522 of the
13. TAXES. YOU agree to pay any applicable license and registration fees,sale and use taxes, UCC.
personal property taxes and all other taxes and charges,relating to the ownership,leasing,rental,sale, 21.TAX EXEMPTION. YOU will comply with all applicable provisions of the Internal Revenue
purchase,possession or use of the Equipment(except those based on OUR net income). YOU agree Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the
that if WE pay any taxes or charges,YOU will reimburse US for all such payments and will pay US applicable regulations thereunder to maintain the exclusion of the interest portion of the Lease
interest and a late charge(as calculated in Section 3)on such payments with the next Lease Payment, Payments front gross income for purposes of federal income taxation. In furtherance of the foregoing,
plus a fee for OUR collecting and administering any taxes,assessments or fees and remitting them to YOU will file all necessary informational returns with the IRS,on a timely basis,and provide US with
die appropriate authorities. copies of such filed returns relating to this Lease contempoaneous with their filing. If YOU fail to
14. INSURANCE. During the term of this Lease,YOU will keep the Equipment insured against file the necessary informational returns with the IRS on a timely basis,YOU authorize US,in OUR
all risks of loss or damage in an amount not less than the replacement cost of the Equipment. YOU will sole discretion,to engage a tax professional to complete the required returns on YOUR behalf and
also obtain and maintain for the term of this Lease, liability insurance insuring against liability for expense,which YOU will promptly execute and file.
bodily injury and property damage with a nuninunm linut of $1,000,000.00 combined single limit or 22. BANK QUALIFICATION. If this Lease has been designated a "qualified tax-exempt
such greater amount as may be prescribed by any applicable state law. WE will be the sole named loss obligation"on the front page of thus Lease,YOU and all YOUR subordinate entities will not issue in
payee on the property insurance and named as an additional insured on the liability insurance,and such excess of$10,000,000 of qualified tax-exempt obligations(including this Lease,but excludhig private
insurance shall provide US at least thirty days written notice of cancellation. YOU will pay all activity bonds other than qualified 501(c)(3)bonds)during the calendar year in which WE fund this
premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. If YOU Lease without fust obtaining an opinion of nationally recognized counsel in the area of tax-exempt
do not provide such insurance,YOU agree that WE have the right,but not the obligation,to obtain such municipal obligations acceptable to US that the designation of this Lease as a"qualified tax-exempt
insurance and add an insurance 1cc to the amount due fi-om you. obligation"will not be adversely affected.
15. DEFAULT. Subject to Section 5,YOU are in default of this Lease if any of tie following 23. CHOICE OF LAW;JURY TRIAL WAIVER. This Lease will be governed and construed
occurs: (a)YOU fail to pay any Lease Payment or other sun when due;(b)YOU breach any warranty in accordance with federal taw and,to tie extent not preempted by federal law,the laws of the state
or other obligation wider this Lease,or any other agreement with US,(c)YOU become insolvent or where YOU are located. To die extent permitted by law,YOU agree to waive YOUR rights to atrial
wmable to pay YOUR debts when due,YOU make air assignment for the benefit of creditors or YOU by jury.
undergo a substantial deterioration in YOUR financial condition,or(d)YOU file or have filed against 24. ENTIRE AGREEMENT;SEVERABILITY;WAIVERS. This Lease contains the entire
YOU a petition for liquidation,reorganization,adjustment of debt or similar relief wider the Federal agreement and understanding. No agreements or understandings are binding on the panties wiless set
Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law,or a forth in writing and signed by the parties. Any provision of this Lease which for any reason may be
trustee,receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. held unenforceable in any jurisdiction will,as to such jurisdiction,be ineffective without invaliding
16. REMEDIES. WE have the following remedies if YOU are in default of this Lease: WE may die remaining provisions of this Lease.
declare the entire balance of the unpaid Lease Payments for the then current Initial Term or Renewal 25. COUNTERPARTS; NOTICES;ELECTRONIC TRANSACTION. This Lease may be
Tern immediately due and payable;sue for and receive all Lease Payments and any other payments simultaneously executed in counterparts, each of which will be an original and all of which will
then accrued or accelerated under this Lease;take whatever action at law or in equity may appear constitute but one and the same instrument.Notices hereunder shall be deemed given when delivered
necessary or desirable to enforce OUR rights as owner of the Equipment;charge YOU interest on all personally, sent via overnight courier, facsimile or e-mail(with confirmation of transmission), or
monies due US at the rate of eighteen percent(18%)per year from the date of default until paid,but in certified U.S. Mail, addressed as set forth above. Copies, facsimiles, electronic files and other
no event more than tie maximum rate permitted by law;charge YOU a return-check or non-sufficient reproductions of original documents shall be deemed to be authentic counterparts for all purposes,
funds charge("NSF Charge")of$25.00 for a check that is returned for any reason;and require that including the filing of any claim,action or suit in the appropriate covet of law. There shall be only
YOU return the Equipment to US and,if YOU fail to return the Equipment,enter upon tie premises one original counterpart of this Lease and it shall bear OUR original signature and be narked
peaceably with or without legal process where the Equipment is located and repossess the Equipment. "Original." To the extent that this Lease constitutes chattel paper(as that term is defined by the
Such return or repossession of the Equipment will not constitute a termination of this Lease unless WE UCC),a security or ownership interest intended to be created through the transfer and possession of
expressly notify YOU in writing. If the Equipment is returned or repossessed by US and unless WE this Lease can be done only by the transfer of such original bearing OUR original signature.
have terminated this Lease,WE will sell or re-rent the Equipment to any persons with any terms WE 26. ROLE OF LESSOR. WE have not acted and will not act as a fiduciary for YOU or as
determine,at one or more public or private sales,with or without notice to YOU,and apply the net YOUR agent or municipal advisor. WE have not and will not provide financial,legal,tax,accounting
proceeds after deducting tie costs and expenses of such sale or re-rent,to YOUR obligations with YOU or other advice to YOU or to any financial advisor or placenhent agent engaged by YOU with respect
remaining liable for any deficiency and with any excess over the amounts described in this Section plus to this Lease. YOU,YOUR financial advisor,placement agent or municipal advisor,if any,shall each
tie then applicable Purchase Price to be paid to YOU. YOU are also required to pay(i)all expenses seek and obtain YOUR own financial,legal,tax,accounting and other advice with respect to this
incurred by US in connection with the enforcement of any remedies, including all expenses of Lease from YOUR own advisors (including as it relates to structure, timing, terms and similar
repossessing,storing,shipping,repairing and selling the Equipment,and(ii)reasonable attorneys'fees. matters).
Muni Lease ShortForm v 06.08.2016 304440 6/28/2016 9:45 AM Page 2 of 7
ATTACHMENTITO
GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO.008-0662443-301 DATED AS OF June 28,2016
LEASE PAYMENT SCHEDULE
LESSOR: TCF Equipment Finance,a division of TCF National Bank
LESSEE: City of Fort Worth,Texas
COMMENCEMENT DATE*:
INTEREST RATE: 3.59%
PAYMENT FREQUENCY: Monthly
The first Lease Payment shall be due in advance on the Commencement Date,and subsequent Lease Payments shall be due monthly on the same day of each month thereafter
until paid in full.
Payment Number Rental Payment Interest Principal Purchase Price
Portion Portion
Lease 252,804.38
1 4,595.40 0.00 4,595.40 248,208.98
2 4,595.40 742.56 3,852.84 244,356.14
3 4,595.40 731.03 3,864.37 240,491.77
4 4,595.40 719.47 3,875.93 236,615.84
5 4,595.40 707.88 3,887.52 232,728.32
6 4,595.40 696.25 3,899.15 228,829.17
7 4,595.40 684.58 3,910.82 224,918.35
8 4,595.40 672.88 3,922.52 220,995.83
9 4,595.40 661.15 3,934.25 217,061.58
10 4,595.40 649.38 3,946.02 213,115.56
11 4,595.40 637.57 3,957.83 209,157.73
12 4,595.40 625.73 3,969.67 205,188.06
13 4,595.40 613.85 3,981.55 201,206.51
14 4,595.40 601.94 3,993.46 197,213.05
15 4,595.40 590.00 4,005.40 193,207.65
16 4,595.40 578.01 4,017.39 189,190.26
17 4,595.40 565.99 4,029.41 185,160.85
18 4,595.40 553.94 4,041.46 181,119.39
19 4,595.40 541.85 4,053.55 177,065.84
20 4,595.40 529.72 4,065.68 173,000.16
21 4,595.40 517.56 4,077.84 168,922.32
22 4,595.40 505.36 4,090.04 164,832.28
23 4,595.40 493.12 4,102.28 160,730.00
24 4,595.40 480.85 4,114.55 156,615.45
25 4,595.40 468.54 4,126.86 152,488.59
26 4,595.40 456.20 4,139.20 148,349.39
27 4,595.40 443.81 4,151.59 144,197.80
28 4,595.40 431.39 4,164.01 140,033.79
29 4,595.40 418.93 4,176.47 135,857.32
30 4,595.40 406.44 4,188.96 131,668.36
31 4,595.40 393.91 4,201.49 127,466.87.
32 4,595.40 381.34 4,214.06 123,252.81
33 4,595.40 368.73 4,226.67 119,026.14
34 4,595.40 356.09 4,239.31 114,786.83
35 4,595.40 343.40 4,252.00 110,534.83
36 4,595.40 330.68 4,264.72 106,270.11
37 4,595.40 317.92 4,277.48 101,992.63
38 4,595.40 305.13 4,290.27 97,702.36
39 4,595.40 292.29 4,303.11 93,399.25
40 4,595.40 279.42 4,315.98 89,083.27
41 4,595.40 266.51 4,328.89 84,754.38
42 4,595.40 253.56 4,341.84 80,412.54
43 4,595.40 240.57 4,354.83 76,057.71
44 4,595.40 227.54 4,367.86 71,689.85
45 4,595.40 214.47 4,380.93 67,308.92
46 4,595.40 201.37 4,394.03 62,914.89
47 4,595.40 188.22 4,407.18 58,507.71
48 4,595.40 175.04 4,420.36 54,087.35
49 4,595.40 161.81 4,433.59 49,653.76
50 4,595.40 148.55 4,446.85 45,206.91
51 4,595.40 135.24 4,460.16 40,746.75
52 4,595.40 121.90 4,473.50 36,27325
53 4,595.40 108.52 4,486.88 31,786.37
54 4,595.40 95.09 4,500.31 27,286.06
55 4,595.40 81.63 4,513.77 22,772.29
Muni Lease Short Form v 06.08.2016 304440 6/28/2016 9.45 AM Pale 3 of 7
56 4,595.40 68.13 4,527.27 18,245.02
57 4,595.40 54.58 4,540.82 13,704.20
58 4,595.40 41.00 4,554.40 9,149.80
59 4,595.40 27.37 4,568.03 4,581.77
60 4,595.40 13.63 4,581.77 0.00
Grand Totals 275,724.00 22,919.62 252,804.38
Lessee: City of Fort Worth,Texas By: Susan Alanis,Assistant
City Manager
*YOU hereby authorize US to fill in the Commencement Date based on the earlier of the date that WE disburse funds to the Vendor of the Equipment following receipt of
YOUR executed Acceptance Certificate,or the date on which WE deposit funds for the purchase of the Equipment with an escrow agent.
1
Muni_Lease_Short Fo—v 06.08.201 6 3 04440 U28/2016 9:45 AM Page 4 of 7
ATTACHMENT 2 TO
GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO.008-0662443-301 DATED AS OF June 28,2016
EQUIPMENT DESCRIPTION
The Equipment consists of the equipment described below,together with any and all replacement parts,additions,repairs,modifications,attachments and accessories thereto,any and all substitutions,
replacements or exchanges therefor,and any and all insurance and/or proceeds thereof
Description/Serial No./Model No. Location Total Cost
(1) Toro Workman HDX-D, (I) Toro SandPro 3040, (2) Toro Rockwood Golf Course, 1851 7acksboro $252,804.38
Greensmaster 3150-Q, (1) Toro Groundsmaster 3500-D, (1) Toro Hwy,Fort Worth,TX 76114
Groundsmaster 4500-1),(2)Toro Reelmaster 3575-D together with all
attachments and accessories thereto
Lessee: City offort Worth,Texas X By: usan Alanis,Assistant
City Manager
Muni Lease Short Form v 06.08.2016 304440 6/28/2016 9:45 AM Page 5 of 7
K
ATTACHMENT 3 TO
GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO.008-0662443-301 DATED AS OF June 28,2016
ACCEPTANCE CERTIFICATE
TCF Equipment Finance,a division of TCF National Bank
1111 West San Maman Dr,Suite A2 West
Waterloo,1A 50701-8926
Re: Governmental Lease-Purchase Agreement No. 008-0662443-301 between TCF Equipment Finance, a division of TCF National Bank,as Lessor(the
"Lessor"),and City of Fort Worth,Texas,as Lessee(the"Lessee").
Ladies and Gentlemen:
In accordance with the above-referenced Governmental Lease-Purchase Agreement No.008-0662443-301 (the"Lease"),the undersigned Lessee hereby certifies and
represents to,and agrees with Lessor as follows:
1. All of the Equipment(as such term is defined in the Lease)listed in the Lease has been delivered,installed and accepted on the date hereof.
2. Lessee has conducted such inspection and/or testing of the Equipment listed in the Lease as it deems necessary and appropriate and hereby acknowledges
that it accepts the Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Lease.
4. No event or condition that constitutes,or with the giving of notice or the lapse of time or both would constitute,a default as set forth in Section 15 of the
Lease exists at the date hereof.
5. We acknowledge that Lessor is neither the vendor nor manufacturer or distributor of the Equipment and has no control,knowledge or familiarity with the
condition,capacity,functioning or other characteristics of the Equipment.
6. The serial number for each item of Equipment that is set forth in the Lease is correct.
7. Lessee hereby acknowledges and agrees to the Lease Payment Schedule attached to the Lease as Attachment 1.
XDate: 20_
Lessee: City of Fort Worth,Texas XBy: -
fl,
P�
Muni_Lewe ShortForm v 06.08.2016 304440 6/28/2016 9:45 Alb[ Page 6 of 7
FORT WORTH
OPINION OF COUNSEL
June 30,2016
TCF Equipment Finance
a Division of TCF National Bank
111 I West San Marnan Drive
Suite A2 West
Waterloo,Iowa 50701-8926
Re: Lease Purchase Agreement No. 008-0662443-301, dated as of June 28, 2016, by
and between the City of Fort Worth, Texas and TCF Equipment Finance, a
division of TCF National Bank
Ladies and Gentlemen:
I am legal counsel for the City of Fort Worth (Lessee), and I am familiar with the above-
referenced Lease Purchase Agreement by and between the Lessee and your company.
Based upon my examination of the Lease, it is my opinion that:
1. The Lease and other related documents have been duly authorized, executed and
delivered by Lessee and constitute valid, legal and binding agreements enforceable
against Lessee in accordance with its terms.
2. No further approval, consent or withholding of objections is required from any Federal,
state or local governmental authority with respect to the entering into or the performance
by the Lessee of the Lease and the transaction(s) contemplated hereby.
3. All required public bidding procedures regarding an award to your company of the
transaction(s) contemplated under the Lease have been properly and completely followed
by the Lessee.
Regards,
Guillermo (Will) Trevino
Assistant City Attorney
OFFICE OF THE CITY ATTORNEY
The City of Fort Worth * 1000 Throckmorton Street*Fort Worth,Texas 76102
817-392-7600*Fax 817-392-8359
cf
equipment
finance
LESSEE FACT SHEET
TO GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO.008-0662443-301 DATED AS OF June 28,2016
Please fill in ALL of the following questions and return this form with the lease documents:
1. Equipment location address: 01p,/g/ddZ , y`�y/L� Q /qmv
2. Send bills to the following address: 0_16�o
ATTENTION:
3. Name of person who issues payment and Phone number:
4. Contract in ormationXSY
on responsible for preparing and filing Form 8038-G or 8038-GC:
j�
Name: . � Phone: O / / E-mail:
Address:
5. Fiscal year end: P4
Muni—Lease Short_Form_LesseeFactSheet v 08.19.15 304440 6/28/2016 9:38 AM
6/30/2016 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FaRTORT111
COUNCIL ACTION: Approved on 6/28/2016
REFERENCE ** 13P16-0310 MAINTENANCE
DATE: 6/28/2016 NO.: P-11899 LOG NAME: EQUIPMENT LSJ PAR
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Lease Agreement with Professional Turf Products, L.P. with Purchase Option
Financing from TCF Equipment Finance for the Lease of Golf Course Maintenance
Equipment in an Amount Up to $275,761.00, Using a Cooperative Contract for the Park and
Recreation Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a lease agreement with Professional Turf Products,
L.P. with purchase option financing from TCF Equipment Finance for the lease of golf course
maintenance equipment in an amount up to $275,761.00, using BuyBoard cooperative contract No.
447-14 for the Park and Recreation Department.
DISCUSSION:
The Park and Recreation Department will use this Agreement to lease and purchase grounds
maintenance equipment for Rockwood Park Golf Course. Staff will use the equipment to maintain the
golf course property. A lease to purchase option will be executed with Professional Turf Products, L.P.
through TCF Equipment Finance, a division of TCF National Bank, for the equipment as well as repairs,
maintenance, and parts not covered under the standard manufacturer's warranty.
These pieces of mowing equipment are necessary to maintain the turf at the new golf course at
Rockwood Park to the standard golfers are accustomed to. All pieces of proposed equipment have a
life expectancy of 7 to 10 years.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a
Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item. Texas Association of School Boards, Inc. BuyBoard
(BuyBoard) contracts have been competitively bid to increase and simplify the purchasing power of
government entities.
PRICE ANALYSIS — Professional Turf Products, L.P. is offering units with savings up to 20 percent on
new equipment. The unit prices are 14 percent lower than the previous prices approved by City Council
on October 22, 2005 (M&C P-10252). The prices have been reviewed by Staff and deemed fair and
reasonable based on current market values. The first payment of$4,596.00 will be paid on September
1, 2016.
ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by
the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as
long as sufficient funds have been appropriated.
M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance,
because the purchase of goods or services is from sources where subcontracting or supplier
opportunities are negligible.
http://www.fortworthgov.org/council_packet/mc review.asp?ID=22535&counciIdate=6/28/2016 112
6/30/2016 M&C Review
LEASE TERM - The lease of the equipment will be for a period of 60 months at a monthly rate of
$4,596.00 and will begin upon execution of the contract. The lease purchase option financing is subject
to a 3.59 percent interest rate. The Lease-Purchase agreement allows the City to purchase the
equipment for one dollar ($1.00) at the end of lease.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the Operating Budget, as appropriated, of
the Municipal Golf Fund.
BQN\16-0310\LSJ
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
201021 0804410 5442101 2016 $4,596.00
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Jack Dale (8357)
LaKita Slack-Johnson (8314)
ATTACHMENTS
16-0310 Professional Turf 1295 form.0
http://www.fortworthgov.org/council_packet/mc review.asp?ID=22535&councildate=6/28/2016 2/2
01-339(Back)
(Rev.4-13/6)
Texas Sales and Use Tax Exemption Certification
This certificate does not require a number to be valid.
Name of purchaser,firm or agency
City of Fort Worth,Texas
Address(Street&number,P.O.Box or Route number) Phone(Area code and number)
1000 Throckmorton Street 817-392.8360
City,State,ZIP code
Fort Worth,Texas 76102
I, the purchaser named above, claim an exemption from payment of sales and use taxes(for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller: All Suppliers
Street address: City,State,ZIP code:
Description of items to be purchased or on the attached order or invoice:
All items except motor vehicles as listed below
Purchaser claims this exemption for the following reason:
Municipality, Governmental Entity
I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
l understand thatitis a criminal offense to give an exemption certificate to the sellerfortaxable items that/know,atthe time ofpurchase,
willbe usedin a manner otherthan that expressedin this certificate,anddepending on the amountoftax evaded,the offense mayrange
from a.Class C misdemeanor to a felony of the second degree.
Purchaser Title Date
herelr CFO January 4, 2016
NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax"Exemption Numbers"or"Tax Exempt'Numbers do not exist.
This certificate should be furnished to the supplier.
Do not send the completed certificate to the Comptroller of Public Accounts.
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 it there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-71936
Professional Turf Products,LP
Euless,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/16/2016
being filed.
City of Fort Worth Date Acknowlled ed: I
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
BID#16-0310
Commercial mowing, large turf irrigation and pump station equipment and related service and parts
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
X
6 1 swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
}Pt PAY
DEBRA G DExpires
My CommisslApril 12,
:D-779 �Z
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP!SEAL ABOVE AA0
Sworn to and subscribed before me,by the said C Nle,this the �A—day of
20__[42__,to certify which,witness my hand and seal of office.
Signature f icer administering oath Printed name of officer administering oath Title of offs r administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021