HomeMy WebLinkAboutContract 39706 (2)CITY SECRETARY
CONTRACT NO, 2q-
GUARANTY AGREEMENT
From
REPUBLIC SERVICES, INC.
to
THE CTI'Y OF FORT WORTH, TEXAS
Dated
as of December o?� 2009
706420943
OFFiCi�L RECG�?C
CITY SECRETARY
FT WORTH, TX
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section1.01. Definitions........................................................................................................2
Section1.02. Interpretation...................................................................................................2
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
ARTICLE III
GUARANTY COVENANTS
Section 3.01. Guaranty to the City..............................................................................5
Section 3.02. Right of the City to Proceed against Guarantor......................................5
Section 3.03. Guaranty Absolute and Unconditional...................................................5
Section 3.04. Defenses, Set -Offs and Counterclaims...................................................7
Section 3.05. Waivers by the Guarantor......................................................................7
Section 3.06. Payment of Costs and Expenses.............................................................8
Section 3.07. Subordination of Rights.........................................................................8
Section 3.08. Separate Obligations; Reinstatement.....................................................9
Section3.09. Term...................................................................................................9
ARTICLE IV
GENERAL COVENANTS
Section 4.01. Maintenance of Corporate Existence....................................................9
Section4.02. Assignment..........................................................................................10
Section 4.03. Qualification in Texas..........................................................................10
Section 4.04. Consent to Jurisdiction............................................................................10
Section 4.05. Binding Effect.....................................................................................10
Section 4.06. Amendments, Changes and Modifications...........................................10
Section 4.07. Liability...............................................................................................10
Section4.08. Notices.................................................................................................10
70642094.3
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT is made and dated as of December0s3, 2009,
between Republic Services, Inc., a corporation organized and existing under the laws of the
State of Delaware (together with any permitted successors and assigns hereunder, the
"Guarantor"), and The City of Forth Worth, Texas (the "City").
RECITALS
The City and Allied Waste Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware and duly authorized to do business in the State of Texas (the
"Lessee"), have entered into an Agreement to Lease and Operate the Southeast Landfill, dated
as of January 28, 2003, as amended by a First Amendment to the Agreement to Lease and
Operate Southeast Landfill dated as of September 28, 2005 (as so amended herein called the
"Existing Lease"), whereby the Lessee has agreed to provide transfer station facilities,
operation of the transfer station, and disposal services for solid waste, all as more particularly
described therein.
The Lessee is an indirect subsidiary of the Guarantor.
The Lessee and the City have agreed to enter into a Second Amendment to the
Agreement to Lease and Operate Southeast Landfill to be dated as of December , 2009
the "Second Amendment"), but the City will enter into the Second Amendment only if the
Guarantor guarantees the performance by the Lessee of all of the Lessee's responsibilities and
obligations under the Existing Lease, as amended by the Second Amendment and as further
amended from time to time (as so amended being herein called the "Agreement"), as set forth
in this Guaranty Agreement (the "Guaranty").
In order to induce the execution and delivery of the Second Amendment by the City
and in consideration thereof, the Guarantor agrees as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01. Definitions. For the purposes of this Guaranty, the term
"Obligations" means the amounts payable by, and the covenants and agreements of, the Lessee
pursuant to the terms of the Agreement. Any other capitalized word or term used but not
defined herein is used as defined in the Agreement.
Section 1.02. Interpretation. In this Guaranty, unless the context otherwise
requires:
(A) References Hereto. The terms "hereby", "hereof, "herein", "hereunder"
and any similar terms refer to this Guaranty, and the term "hereafter" means after, and the
term "heretofore" means before, the date of execution and delivery of this Guaranty.
70642094.3 _2_
(B) Gender and Plurality. Words of the masculine gender mean and include
correlative words of the feminine and neuter genders and words importing the singular number
mean and include the plural number and vice versa.
(C) Persons. Words importing persons include firms, companies,
associations, general partnerships, limited partnerships, trusts, business trusts, corporations and
other legal entities, including public bodies, as well as individuals.
(D) Headings. The table of contents and any headings preceding the text of
the Articles, Sections and subsections of this Guaranty shall be solely for convenience of
reference and shall not constitute a part of this Guaranty, nor shall they affect its meaning,
construction or effect.
(E) Entire Agreement; Authority. This Guaranty constitutes the entire
agreement between the parties hereto with respect to the transactions contemplated by this
Guaranty. Nothing in this Guaranty is intended to confer on any person other than the
Guarantor, the City and their permitted successors and assigns hereunder any rights or
remedies under or by reason of this Guaranty.
(F) Counterparts. This Guaranty may be executed in any number of original
counterparts. All such counterparts shall constitute but one and the same Guaranty.
(G) Applicable Law. This Guaranty shall be governed by and construed in
accordance with the applicable laws of the State of Texas.
(H) Severability. If any clause, provision, subsection, Section or Article of
this Guaranty shall be ruled invalid by any court of competent jurisdiction, the invalidity of
any such clause, provision, subsection, Section or Article shall not affect any of the remaining
provisions hereof, and this Guaranty shall be construed and enforced as if such invalid portion
did not exist provided that such construction and enforcement shall not increase the
Guarantor's liability beyond that expressly set forth herein.
(I)
(1) Approvals. All approvals, consents and acceptances required to be
given or made by any party hereto shall be at the sole discretion of the party whose approval;
consent or acceptance is required.
(J) Payments. All payments required to be made by the Guarantor
hereunder shall be made in lawful money of the United States of America.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
Section 2.01. Representations and Warranties of the Guarantor. The Guarantor
hereby represents and warrants that:
70642094.3 _3 _
VA) Existence and Powers. The Guarantor is a company duly organized
and validly existing -under- the laws -Mof the State of Delaware, - with - full- legal- right;
power- and authority to enter into and perform its obligations under this Guaranty.
(B) Due Authorization and Binding Obli aZ tion. The Guarantor has duly
authorized the execution and delivery of this Guaranty, and this Guaranty has been duly
executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation
of the Guarantor, enforceable against the Guarantor in accordance with its terms except insofar
as such enforcement may be affected by bankruptcy, insolvency, moratorium or by general
equity principals of reorganization and other similar laws affecting creditors' rights generally
and general principles of equity.
(C) No Conflict. Neither the execution or delivery by the Guarantor of this
Guaranty nor the performance by the Guarantor of its obligations hereunder (1) to the
Guarantor's knowledge conflicts with, violates or results in a breach of any law or
governmental regulation applicable to the Guarantor, (2) conflicts with, violates or results in a
material breach of any term or condition of the Guarantor's corporate charter or by-laws or any
judgment, decree, agreement or instrument to which the Guarantor is a party or by which the
Guarantor or any of its properties or assets are bound, or constitutes a default under any such
judgment, decree, agreement or instrument, or (3) to the Guarantor's knowledge will result in
the creation or imposition of any material encumbrance of any nature whatsoever upon any of
the properties or assets of the Guarantor except as permitted hereby.
(D) No Governmental Approval Required. No approval, authorization,
order or consent of, or declaration, registration or filing with, any governmental authority is
required of the Guarantor for the valid execution and delivery by the Guarantor of this
Guaranty, except such as shall have been duly obtained or made.
(E) No Litigation. Except as disclosed in the Guarantor's filings with the
Securities and Exchange Commission pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, there is no action, suit or other proceeding, at law or in
equity, before or by any court or governmental authority, pending or, to the Guarantor's
knowledge, threatened against the Guarantor which has a likelihood of an unfavorable
decision, ruling or finding that would materially and adversely affect the validity or
enforceability of this Guaranty.
(F) No Leal Prohibition. The Guarantor has no knowledge of any
Applicable Law in effect on the date as of which this representation is being made which
would prohibit the performance by the Guarantor of this Guaranty and the transactions
contemplated by this Guaranty.
(G) Consent to Agreements. The Guarantor is fully aware of the terms
and conditions of the Agreement.
(1-1) Consideration. This Guaranty is made in furtherance of the purposes for
which the Guarantor has been organized, and the assumption by the Guarantor of its obligations
70642094.3 4_
hereunder will result in a material benefit to the Guarantor
ARTICLE III
Section 3.01. y. The Guarantor hereby absolutely, presently,
irrevocably and unconditionally guarantees to the City for the benefit of the City (1) the full and
prompt payment when due of each and all of the payments required to be credited or made by the
Lessee under the Agreement (including all amendments and supplements thereto) to, or for the
account of, the City, when the same shall become due and payable pursuant to this- Guaranty, and (2)
the full and prompt performance and observance of each and all of the Obligations. Notwithstanding
the unconditional nature of the Guarantor's obligations as set forth herein, the Guarantor shall have
the right to assert the defenses provided in Section 3.04 hereof against claims made under this
Guaranty.
Section 3.02. Right of the City to Proceed against Guarantor. This Guaranty shall
constitute a guaranty of payment and of performance and not of collection, and the Guarantor
specifically agrees that in the event of a failure by the Lessee to pay or perform any Obligation
guaranteed hereunder, the City shall have the right to proceed first and directly against the Guarantor
under this Guaranty and without proceeding against the Lessee or exhausting any other remedies
against the Lessee which the City may have. Without limiting the foregoing, the Guarantor agrees that
it shall not be necessary, and that the Guarantor shall not be entitled to require, as a condition of
enforcing the liability of the Guarantor hereunder, that the City (1) file suit or proceed to obtain a
personal judgment against the Lessee or any other person that may be liable for the Obligations or
any part of the Obligations, (2) make any other effort to obtain payment or performance of the
Obligations from the Lessee other than providing the Lessee with any notice of such payment or
performance as may be required by the terms of the Agreement or required to be given to the Lessee
under Applicable Law, (3) foreclose against or seek to realize upon any security for the Obligations,
or (4) exercise any other right or remedy to which the City is or may be entitled in connection with
the Obligations or any security therefor or any other guarantee thereof, except to the extent that any
such exercise of such other right or remedy may be a condition to the Obligations of the Lessee or to
the enforcement of remedies under the Agreement. Upon any unexcused failure by the Lessee in the
payment or performance of any Obligation and the giving of such notice or demand, if any, to the
Lessee and Guarantor as may be required in connection with such Obligation and this Guaranty, the
liability of the Guarantor shall be effective and shall immediately be paid or performed.
Notwithstanding the City's right to proceed directly against the Guarantor, the City (or any successor)
shall not be entitled to more than a single full performance of the obligations in regard to any breach
or nonperformance thereof.
Section 3.03. Guaranty Absolute and Unconditional. The obligations of the
Guarantor hereunder are absolute, present, irrevocable and unconditional and shall remain in full
force and effect until the Lessee shall have fully discharged the Obligations in accordance with their
respective terms, and except as provided in Section 3.04 hereof, shall not be subject to any
counterclaim, set-off, deduction or defense (other than full and strict compliance with, or release,
discharge or satisfaction of, such Obligations) based on any claim that the Guarantor may have
70642094.3 _ 5 _
against the Lessee, the City or any other person. Without limiting the foregoing, the obligations of the
Guarantor hereunder shall not be released, discharged or in any way modified by reason of any of the
following (whether with or without notice to, knowledge by or further consent of the
Guarantor):
(1) the extension or renewal of this Guaranty or the Agreement up to
the specified Terms of each agreement;
(2) any exercise or failure, omission or delay by the City in the
exercise of any right, power or remedy conferred on the City with respect to this
Guaranty or the -Agreement except to the extent -such failure; omission or delay gives rise
to an applicable statute of limitations defense with respect to a specific claim;
(3) any permitted transfer or assignment of rights or obligations
under the Agreement by any party thereto (other than a permitted assignment to a
replacement constructor or operator in the event of a termination of the Lessee pursuant
to Article XIV of the Agreement), or any permitted assignment, conveyance or other
transfer of any of their respective interests in the Southeast Landfill;
(4) any permitted assignment for the purpose of creating a security
interest or mortgage of all or any part of the respective interests of the City or any other
person in the Southeast Landfill;
(5) any renewal, amendment, change or modification in respect of
any of the Obligations or terms or conditions of the Agreement;
(6) any failure of title with respect to all or any part of the respective
interests of any person in the Southeast Landfill;
(7) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, moratorium, arrangement, composition with creditors or readjustment
of, or other similar proceedings against the Lessee or the Guarantor, or any of the
property of either of them, or any allegation or contest of the validity of this Guaranty
or the Agreement in any such proceeding (it is specifically understood, consented and
agreed to that, to the extent permitted by law, this Guaranty shall remain and continue
in full force and effect and shall be enforceable against the Guarantor to the same extent
and with the same force and effect as if any such proceeding had not been instituted and
as if no rejection, stay, termination, assumption or modification has occurred as a result
thereof, it being the intent and purpose of this Guaranty that the Guarantor shall and
does hereby waive all rights and benefits which might accrue to it by reason of any
such proceeding);
(8) except as permitted by Sections 4.01 or 4.02 hereof, any sale or
other transfer by the Guarantor or any affiliate of any of the capital stock or other interest
70642094.3 _6_
of the Guarantor or any affiliate in the Lessee now or hereafter owned, directly or
indirectly, by the Guarantor or any affiliate, or any change in composition of the interests
in the Lessee;
(9) any failure on the part %J the Lessee for any reason to perform or
comply with any agreement with the Guarantor; the failure on the part of the City to
provide any notice to the Guarantor which is not required to be given to the Guarantor
pursuant to this Guaranty and to the Lessee as a condition to the enforcement of Obligations
pursuant to the Agreement;
(10) the merger or consolidation of any party to the Agreement into or
with any other person, or any sale, lease, transfer, abandonment or other disposition of any or
all of the property of any of the foregoing to any person;
(11) any legal disability or incapacity of any party to the Agreement; or
(12) the fact that entering into the Agreement by the Lessee or the
Guarantor was invalid or in excess of the powers of such party.
Should any money due or owing under this Guaranty not be recoverable from the Guarantor due to
any of the matters specified in subparagraphs (1) through (13) above, then, in any such case, such
money, together with all additional sums due hereunder, shall nevertheless be recoverable from the
Guarantor as though the Guarantor were principal obligor in place of the Lessee pursuant to the
terms of the Agreement and not merely a guarantor and shall be paid by the Guarantor forthwith
subject to the terms of this Guaranty. Notwithstanding anything to the contrary expressed in this
Guaranty, nothing in this Guaranty shall be deemed to amend, modify, clarify, expand or reduce the
Lessee's rights, benefits, duties or obligations under the Agreement. To the extent that any of the
matters specified in subparagraphs (1) through (b) and (8) through (13) would provide a defense to,
release, discharge or otherwise affect the Lessee's Obligations, the Guarantor's obligations under this
Guaranty shall be treated the same.
Section 3.04. Defenses Set -Offs and Counterclaims. Notwithstanding any
provision contained herein to the contrary, the Guarantor shall be entitled to exercise or assert any
and all legal or equitable rights or defenses which the Lessee may have under the Agreement or
under Applicable Law (other than bankruptcy or insolvency of the Lessee and other than any
defense which the Lessee has expressly waived in the Agreement or the Guarantor has expressly
waived in Section 3.05 hereof or elsewhere hereunder), and the obligations of the Guarantor
hereunder are subject to such counterclaims, set -offs or defenses which the Lessee is permitted to
assert pursuant to the Agreement or under Applicable Law (other than bankruptcy or insolvency of the
Lessee and other than any defense which the Lessee has expressly waived in the Agreement or the
Guarantor has expressly waived in Section 3.05 hereof or elsewhere hereunder), if any.
Section 3.05. Waivers by the Guarantor. The Guarantor hereby unconditionally
and irrevocably waives:
(1) notice from the City of its acceptance of this Guaranty;
70642094.3 _7_
(2) notice of any of the events referred to in Section 3.03 hereof, except
to the extent that notice is required to be given as a condition to the enforcement of
Obligations;
(3) to the fullest extent lawfully possible, all notices which may be
required by statute, rule of law or otherwise to preserve intact any rights against the
Guarantor, except any notice to the Lessee required pursuant to the Agreement or
Applicable Law as a condition to the performance of any Obligation;
(4) to the fullest extent lawfully possible, any statute of limitations
defense based on a statute of limitations period which may be applicable to guarantors (or
parties in similar relationships) which would be shorter than the applicable statute of
limitations period for the underlying claim;
(5) any right to require a proceeding first against the Lessee;
(6) any right to require a proceeding first against any person or the
security provided by or under the Agreement except to the extent the Agreement
specifically requires a proceeding first against any person (except the Lessee) or
security;
(7) any requirement that the Lessee be joined as a party to any
proceeding for the enforcement of any term of the Agreement or this Guaranty;
(8) the requirement of, or the notice of, the filing of claims by the
City in the event of the receivership or bankruptcy of the Lessee; and
(9) all demands upon the Lessee or any other person and all other
formalities the omission of any of which, or delay in performance of which, might, but
for the provisions of this Section 3.05, by rule of law or otherwise, constitute grounds
for relieving or discharging the Guarantor in whole or in part from its absolute, present,
irrevocable, unconditional and continuing obligations hereunder.
Section 3.06. Payment of Costs and Ex ep nses. The Guarantor agrees to pay
the City on demand all reasonable costs and expenses, legal or otherwise (including counsel
fees), incurred by or on behalf of the City in successfully enforcing by legal proceeding
observance of the covenants, agreements and obligations contained in this Guaranty against
the Guarantor, other than the costs and expenses that the City incurs in performing any of its
obligations under the Agreement, where such obligations are a condition to performance by
the Lessee of its Obligations.
Section 3.07. Subordination of Rights. The Guarantor agrees that any right of
subrogation or contribution which it may have against the Lessee as a result of any payment or
performance hereunder is hereby fully subordinated to the rights of the City hereunder and
under the Agreement and that the Guarantor shall not recover or seek to recover any payment
706420943 _g_
made by it hereunder from the Lessee until the Lessee and the Guarantor shall have fully and
satisfactorily paid or performed and discharged the Obligations giving rise to a claim under
this Guaranty.
Section 3.08. Separate Obligations; Reinstatement. The obligations %J the
Guarantor to make any payment or to perform and discharge any other duties, agreements,
covenants, undertakings or obligations hereunder shall (1) to the extent permitted by Applicable
Law, constitute separate and independent obligations of the Guarantor from its other obligations
under this Guaranty, (2) give rise to separate and independent causes of action against the
Guarantor, and (3) apply irrespective of any indulgence granted from time to time by the City.
The Guarantor agrees that this Guaranty shall be automatically reinstated if and to the extent
that for any reason any payment or performance by or on behalf of the Lessee is rescinded or
must be otherwise restored by the City, whether as a result of any proceedings in bankruptcy,
reorganization or similar proceeding, unless such rescission or restoration is pursuant to the
terms of the Agreement, or the Lessee's enforcement of such terms under Applicable Law.
Section 3.09. Term. This Guaranty shall remain in full force and effect from the
date of execution and delivery hereof until all of the Obligations of the Lessee have been fully paid
and performed. This Guaranty shall be effective irrespective as to when the Operation
Commencement Date occurs.
ARTICLE IV
GENERAL COVENANTS
Section 4.01. Maintenance of Corporate Existence (A) Consolidation, Merger,
Sale or Transfer. The Guarantor covenants that during the term of this Guaranty it will
maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially
all of its assets and will not consolidate with or merge into another entity or permit one or more
other entities to consolidate with or merge into it, unless the successor or the surviving entity is
the Guarantor and the conditions contained in clause (2) below are satisfied; provided,
however, that the Guarantor may consolidate with or merge into another entity, or permit one
or more other entities to consolidate with or merge into it, or sell or otherwise transfer to
another entity all or substantially all of its assets as an entirety and thereafter dissolve if (1) the
successor or the surviving entity (if other than the Guarantor) (a) if not transferred by operation
of law, assumes in writing all the obligations of the Guarantor hereunder, and if required by law,
is duly qualified to do business in the State of Texas (b) at the request of the City delivers to
the City an opinion of counsel to the effect that its obligations under this Guaranty are legal,
valid, binding and enforceable subject to applicable bankruptcy and similar insolvency or
moratorium laws, and within six months following such transaction (2) any such transaction
does not result in the credit rating of the long-term unsecured debt of the successor Guarantor
or the surviving entity, if the Guarantor) by a nationally recognized rating service within six
months following such transaction being lower than that of the Guarantor immediately
preceding such transaction.
(B) Continuance of Obligations. If a consolidation, merger or sale or other
70642094.3 _9_
transfer is made as permitted by this Section 4.01, the provisions of this Section 4.01 shall
continue in full force and effect and no further consolidation, merger or sale or other transfer
shall be made except in compliance with the provisions of this Section 4.01. No such
consolidation, merger or sale or other transfer shall have the effect of releasing the initial
Guarantor from its liability hereunder unless a successor entity has assumed responsibility for
this Guaranty as provided in this Section 4.01, and if such transaction results in a Material
Decline in Guarantor's Credit Standing, the successor Guarantor shall provide credit
enhancement.
Section 4.02. Assignment. Without the prior written consent of the City, this
Guaranty may not be assigned by the Guarantor, except pursuant to Section 4.01 hereof.
Section 4.03. Qualification in Texas. The Guarantor agrees that so long as this
Guaranty is in effect, if required by law, the Guarantor will be duly qualified to do business in
the State of Texas.
Section 4.04. Consent to Jurisdiction. The Guarantor irrevocably: (1) agrees
that any legal proceeding arising out of this Guaranty shall be brought in the State or federal
courts in Forth Worth, Texas having appropriate jurisdiction; (2) consents to the jurisdiction of
such court in any such Legal Proceeding; (3) waives any objection which it may have to the
laying of the jurisdiction of any such Legal Proceeding in any of such courts; and (4) waives its
right to a trial by jury in any Legal Proceeding in any of such courts.
Section 4.05. Binding Effect._This Guaranty shall inure to the benefit of the
City and its permitted successors and assigns and shall be binding upon the Guarantor and its
successors and assigns.
Section 4.06. Amendments, Changes and Modifications. This Guaranty may
not be amended, changed or modified or terminated and none of its provisions may be waived,
except with the prior written consent of the City and of the Guarantor.
Section 4.07. Liability. It is understood and agreed to by the City that
nothing contained herein shall create any obligation of or right to look to any director, officer;
employee or stockholder of the Guarantor (or any Affiliate thereof) for the satisfaction of any
obligations hereunder, and no judgment, order or execution with respect to or in connection
with this Guaranty shall be taken against any such director, officer, employee or stockholder.
Section 4.08. Notices. All notices, demands, requests and other
communications hereunder shall be deemed sufficient and properly given if in writing and
delivered in person to the following addresses or sent by first class mail and facsimile, to such
addresses:
(a) If to the Guarantor:
Corporate Secretary
Republic Services, Inc.
18500 North Allied Way
70642094.3 _ 1 �_
Phoenix, AZ 85054
(b) If to the City:
Office of the City Manager
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Either party may, by like notice, designate further or different addresses to which subsequent
notices shall be sent. Any notice hereunder signed on behalf of the notifying party by a duly
authorized attorney at law shall be valid and effective to the same extent as if signed on behalf
of such parry by a duly authorized officer or employee. Notices and communications given by
mail hereunder shall be deemed to have been given five (5) days after the date of dispatch; all
other notices shall be deemed to have been given upon receipt.
IN WITNESS WI�REOF, the Guarantor has caused this Guaranty to be executed in its name
and on its behalf by its duly authorized officer on this e" Uay of December, 2009.
THE CITY OF FORT WORTH, TEXAS
Fernando Costa
Assistant City Manager
APPROVED FOR FORM AND LEGALITY:
Christa R. Reynolds
Assistant City Attorney
By:
ATTEST:
Marta Hendrix
City Secretary
By:
70642094.3
REPUBLIC SERVICES, INC., as
Guarantor
By:
-11-
/Llr i.c�acQ /Lrs,
1VI&C RC�3UIRICD
OFFICIAL RECtr.�l�D
CIiY SEC!'ETARY
FT, WORTH, TX