HomeMy WebLinkAboutContract 54914 i
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�1 CSC No. 54914 Master Lease
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Ht`Master Lease": Master Lease Number 662443L Dated August 31,2020
"Lessee"
City of Fort Worth,200 Texas Street,Fort Worth,TX 76102
Fax:(817)392-5715 E-mail: dave.lewis®fortworthtexas.gov
"Lessor"
TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926
Fax:319-833-4577 E-mail:customerservice®financediv.com
Master Lease Terms and Conditions
1. LEASE. Lessee hereby agrees to lease fi-om Lessor and,subject to satisfaction of person it believes has authority to make such request on behalf of Lessee.Lessee will
all Lessor's requirements and no material adverse change in Lessee's condition or pay Lessor on demand a fee,in an amount determined by Lessor,not to exceed the
business, Lessor agrees to lease to Lessee the personal property, services and/or maximum amount from time to time permitted by applicable law, for any check or
software described in one or more Schedules(each a"Schedule")to this Master Lease automatic payment request returned due to insufficient fiords or stop payment.Lessor
signed by Lessor and Lessee from time to time on the terms and conditions set forth may apply payments and any security deposit to Lessee's obligations hereunder in such
herein and in the related Schedule (such property and services, together with all order as it deems appropriate,and will return any unapplied balance to Lessee without
replacements, repairs, and additions thereto, collectively the "Equipment'; and each interest when all such obligations are satisfied.
item,an"Item"). Lessee authorizes Lessor to add to the Schedule,or make necessary 4. USE;REPAIRS.Lessee shall use the Equipment within recommended capacities,
corrections to,serial numbers or other identification of the Equipment when known. only for its designed purposes,in compliance with all laws,regulations and ordinances.
Each Schedule incorporates the terms of this Master Lease,is considered a separate At Lessee's expense,Lessee will maintain the Equipment in good repair and working
lease and shall be referred to herein as "this Lease". Capitalized terms have the order, furnish all needed parts and services and make all modifications and
meanings given to them in the Schedule or herein. If the terms of a Schedule conflict improvements required by law. Lessee will not modify or improve the Equipment
with the terms of this Master Lease,the terms of the Schedule shall control, without Lessor's prior written consent.All parts,modifications and improvements will
2. TERM. The term of this Lease with respect to each Item begins on the date Lessee become Lessor's property and part of the Equipment for all purposes. Lessee shall
accepts such Item and continues for the number of consecutive months from the prepare and file all tax returns that it may file under the applicable taxing jurisdiction's
Commencement Date shown in the applicable Schedule (the "Initial Term") unless laws for taxes that are Lessee's responsibility hereunder,including but not limited to
earlier canceled,terminated or extended as provided herein or in the Schedule.Lessee personal property taxes if the End of Lease Provision under the applicable Schedule is
shall promptly inspect the Equipment upon delivery and,if acceptable in all respects, (i)"Mandatory Purchase"or(ii)"Purchase Option"and the price for such option is a
execute and deliver a certificate of acceptance, in form acceptable to Lessor.Lessee dollar amount stated in such Schedule.
authorizes Lessor to fill in the Commencement Date in the Schedule,which will be a 5. RETURN. Subject only to strict compliance with the terms of any purchase or
date designated by Lessor based on the date that the final Item thereunder is delivered to renewal provisions which are set forth herein or in any Schedule,upon expiration or
and accepted by Lessee.The term of this Lease may be extended as provided in the earlier cancelation or termination hereof,Lessee shall,at its sole cost and expense,
applicable Schedule, return all, (not part) of such Equipment to Lessor's designee immediately upon
3. PAYMENTS.Lessee shall pay to Lessor: (a)any Advance Rent Payment(s)and expiration of the Initial Term and with respect to each item of Equipment,as applicable,
Security Deposit set forth in the Schedule,on the date Lessee signs the Schedule;(b)the the following must be true:All safety equipment must be in place and meet applicable
periodic Rent Payment set forth in the Schedule payable as set forth in the Schedule for federal,state and other governmental standards;All covers and guards must be in place
the Initial Term and any renewal term; (c) interim rent for each Item from the date with no sheet metal,plastic or cowling damage;All parts,pieces, components and
accepted to the Commencement Date,at the daily rate equal to the Interim Rent Daily optional equipment must be present,installed and operational;All accessories shall be
Factor set forth in the Schedule multiplied by the portion of the total cost of the returned in proper order;All motors shall operate smoothly without overheating and
Equipment paid by Lessor(including all amounts Lessor pays in connection with the shall have good bearings and bushings; All electronic controls shall operate per
purchase,delivery and installation of the Equipment,including any trade-up and buy out manufacturers' specifications; Controls which bypass normal operations shall be
amounts,and any other amounts financed,before application of any subsidies or like repaired at Lessee's expense;All electrical systems shall be able to provide electrical
amounts,the"Final Cost')applicable to such Item payable with respect to each calendar output as specified by the manufacturer;All batteries shall be in good,safe operating
month by the loth day of the following month and in any event on the Commencement condition with no dead cells or cracked cases;Batteries shall hold a charge and provide
Date. If,for any reason,the Final Cost is more or less than the estimated cost of the adequate power to operate the Equipment;All Equipment shall have serviceable tires,
Equipment,each Rent Payment and the mandatory or optional fixed purchase price,if with 50%remaining tread,retaining proper air pressure,and without repair patches;All
any,will be adjusted to provide Lessor the same yield it would have obtained if such oil and grease seals must contain lubrication in the manufacturer's designed reservoir;
Final Cost had been equal to such estimated cost of the Equipment.Lessee agrees that All Equipment must have a relatively clean appearance;All Equipment must be free
the Schedule will be amended to reflect the adjusted Rent Payment and purchase price, fi-om excessive wear necessitating major component repair or replacement caused by
if applicable,by(i)written notice from Lessor to Lessee for adjustments of 10%or less; lack of recommended maintenance detailed in Equipment operation/maintenance
or(ii)signed Amendment.The Rent Payment for each Schedule has been indexed to the manuals;All Equipment shall be free from structural damage or bent frames;Any usage
Swap Rate. "Swap Rate"means,as of the applicable date,the"ICE Swap Rate-USD or metering devices must not have been altered in any way;All Equipment attachments,
Rates 1100" as published by Intercontinental Exchange, Inc, on its website, if any,must be in good operating condition;All hydraulic cylinders must not be bent,
www.theice.com, for a similar term to the Initial Term(or,if no rate is quoted for a nicked,gouged or leaking. Any Equipment with reel cutting units shall be returned
particular maturity,a rate will be interpolated by Lessor based on similar maturities),for within standard service life specifications,defined as the factory reel diameter,less 0.5
the date that is three(3)business days prior to the applicable date(or,if no rate is inches(5 inch reels)and 0.4 inches for any larger diameter reels.If the Equipment is an
quoted for such date,the next business day for which such rate is quoted);or,if such electric golf car,then in addition to the above return provisions:(i)the golf car must be
index is no longer available or so published, the rate determined by Lessor under a able to transport two (2) people and their golf clubs; (ii) all batteries and battery
similar successor index chosen by Lessor in its sole discretion.If such Swap Rate as of terminals must be clean,free of corrosion and have proper battery water levels;and(iii)
the date that the final item of Equipment under a Schedule is accepted is more than the each golf car must include operable battery chargers.Additionally,all Equipment must
Swap Rate as of the date of the applicable Schedule,Lessor may increase the Rent be able to complete the following tests: operate normally in forward and reverse
Payment accordingly,and Lessee hereby agrees to sign an amendment reflecting such directions through all its speed ranges or gears,steer normally right and left in both
increase by no later than the Commencement Date of Schedule.Lessee also shall pay all forward and reverse,have all fimctions and controls work in a normal manner,be able to
governmental fees,assessments and taxes,however designated, and any penalties or stop with its service brakes in a safe distance in both forward and reverse,operate
interest thereon,assessed on or related to the rent,this Lease or the Equipment,when without leaking any fluids,perform its designed fimctions in a satisfactory manner,and
due or invoiced; and all costs and charges of every kind regarding importation, all cutting units(if applicable)must be able to lower,turn on,run,raise and shut off as
shipment,delivery,installation,insurance,possession,use,lease,tax treatment,return, they are designed to do. If any Equipment is damaged or does not meet the standards
repossession,storage and transfer of any Item, when incurred; and if Lessor, in its set forth above for the return condition of such Equipment or if Lessee fails to discharge
discretion,pays any such amount,Lessee shall reimburse Lessor therefore,with interest, Lessee's obligations set forth under this Master Lease and/or a Lease with regard to any
on demand,plus Lessor's administrative and other costs of paying and invoicing such Equipment,Lessee shall remit to Lessor,immediately upon demand,the Stipulated Loss
amounts.Lessor may charge a late fee of 10%of any amount not paid by Lessee within Value of such Equipment.The"Stipulated Loss Value"for a particular Item shall be an
I0 days of its due date hereunder,and all interest provided for under this Lease shall amount equal to:(i)the total of all monthly payments and other amounts,if any,due
accrue at 18%per annum;provided that in no event shall such late fee or such interest under the Lease with respect to such Item as of the date of payment of the Stipulated
exceed the maximum rate or amount permitted by applicable law.Lessee may from time Loss Value,plus(ii)all rent not yet due for the Item for the remaining term of this
to time make telephonic requests for,and Lessee hereby authorizes,Lessor or its agents Lease,discounted from their respective due dates at the rate of 3%per annum,plus(iii)
to make and draw checks or drafts on a checking account to be designated by Lessee, the greater of(a) the Mandatory Purchase Price related to the Item; (b) the Item's
payable to Lessor or order,to pay rent and other amounts due hereunder,plus Lessor's "Anticipated Residual Value"as determined by Lessor's books at the Commencement
standard per item fee for making and drawing such check or draft not to exceed the Date; or (c) 10% of the original Final Cost related to the Item.Return Condition
maximum amount permitted by law. Lessor may rely on such request made by any
OFFICIAL RECORD
Golf MasterLease_Muni ver 12.18.18 421M 101=020 2:17 PM Pap 1
CITY SECRETARY
FT.WORTH,TX
Standards applicable when the Equipment is Golf Cars. The Return Condition against it involuntarily a petition under the federal Bankruptcy Code or any other
Standards for golf cars are as follows: (a)Equipment must start,stop,and turn properly; present or future federal or state bankruptcy or insolvency law,or a trustee,receiver or
(b)Mechanically,all Equipment must be in operable condition upon return and capable liquidator is appointed for it or for all or a substantial part of its assets;(f)any individual
of being driven onto a transporter;(c)Cosmetically,all Equipment and component parts Lessee, Guarantor or Partner dies; (g) any material indebtedness of Lessee or any
are to be returned operable and complete according to the original state,reasonable wear Guarantor is accelerated or payment in full thereof is demanded; (h)Lessee or any
and tear expected; (d)All equipment shall have serviceable tires,with 50%remaining Guarantor shall divide or shall consolidate with, merge into or transfer all or
tread,retaining proper air pressure,and without repair patches; (e)All gauges will be substantially all its assets to another entity or individual;or(i)Lessee fails to occupy the
operative and all fluid levels to manufacturer's specifications;and,(f)if the Equipment premises where any Item is located,or the mortgagee or owner of such premises asserts
is an electric golf car,then in addition to the other Return Condition Standards:(i)the the right to take possession thereof or exercise eviction or other remedies under the
golf car must be able to transport two(2)people and their golf clubs;(ii)all batteries mortgage or lease of such premises.
and battery terminals must be clean,free of corrosion and have proper battery water 11. REMEDIES. At any time on or after an Event of Default,Lessor may in its sole
levels;and, (iii) each golf car must include operable battery chargers.Any missing discretion,with or without canceling or terminating this Lease,exercise one or more of
Equipment and parts or damage to the Equipment will result in a separate billing at the following remedies: (a)on written notice to Lessee,cancel or terminate this Lease;
replacement cost or fair market value.Until properly returned,all Lease terms shall (b)declare immediately due and payable and recover from Lessee the sum of all rent
apply, including without limitation all Lessee's rent, insurance and maintenance and other amounts then due in the current fiscal year;(c)enforce performance of,and/or
obligations, recover damages for the breach of,Lessee's covenants; (d)repossess the Equipment
6. DISCLAIMERS. LESSOR MAKES NO WARRANTIES, EXPRESS OR wherever located,without notice or legal process;(e)exercise any other right or remedy
IMPLIED,AS TO THE CONDITION,MERCHANTABILITY OR FITNESS FOR A available by law or agreement.Upon repossession,Lessor may retain the Equipment in
PARTICULAR PURPOSE OF, THE ABSENCE OF ANY CLAIM OF full satisfaction of Lessee's obligations or may use reasonable efforts to sell or lease the
INFRINGEMENT OR THE LIKE WITH RESPECT TO,OR ANY OTHER MATTER Equipment in a manner and on terms as deemed appropriate by Lessor. Lessor will be
CONCERNING,THE EQUIPMENT,AND EXPRESSLY DISCLAIMS ANY SUCH entitled to any surplus and Lessee will be liable for any deficiency.Lessor may recover
WARRANTIES AND ANY OTHER WARRANTIES IMPLIED BY LAW.LESSEE legal fees and other expenses incurred due to an Event of Default or the exercise of any
HEREBY WAIVES ALL CLAIMS AGAINST LESSOR FOR ANY LOSS,DAMAGE remedy hereunder,including costs of repossession,repair,storage,transportation and
OR EXPENSE CAUSED BY THE EQUIPMENT OR ANY DEFECT THEREIN,OR disposition of the Equipment. No remedy shall be exclusive, and each shall be
BY THE DELIVERY, INSTALLATION,USE, MAINTENANCE OR SERVICING cumulative to the extent necessary for Lessor to recover amounts for which Lessee is
OF OR ADJUSTMENT TO THE EQUIPMENT.AS TO LESSOR,LESSEE LEASES liable hereunder.
THE EQUIPMENT AS-IS,WITH ALL FAULTS,WITHOUT WARRANTY OF ANY 12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell,
KIND.Lessee acknowledges that:Lessor is not a dealer or manufacturer of equipment assign, transfer (via merger, division, or otherwise), sublet, pledge or otherwise
of any kind;is not the seller of the Equipment;each Item is of a type,size,design and encumber or permit a lien arising through Lessee to exist against any interest in this
capacity selected solely by Lessee; and this Lease is a"finance lease"under UCC Lease or the Equipment.Lessor may assign its interest in this Lease and sell or grant a
Article 2A in all respects.To the extent permitted by law,Lessee unconditionally and security interest in all or any part of the Equipment without notice to or consent of
irrevocably waives any and all rights and remedies against Lessor at law or in equity Lessee. Lessee agrees not to assert against any assignee of Lessor any claim or defense
(including,without limitation,any rights and remedies granted Lessee under Article 2A Lessee may have against Lessor.
of the Uniform Commercial Code and/or the right to reject any Equipment or repudiate 13. NON-CANCELABLE,UNCONDITIONAL OBLIGATION. This Lease cannot be
this Lease). canceled or terminated except as expressly provided herein. This Lease is a net lease;
7. INDEMNITY.To the extent permitted by law, Lessee shall indemnify and hold Lessee agrees that its obligation to pay rent and other amounts payable hereunder is
Lessor harmless from any and all claims,actions,damages,legal expenses(including absolute and unconditional and shall not be subject to any abatement,reduction,setoff
reasonable attorneys' fees), obligations, liabilities, liens, fines, penalties or other or defense of any kind.If this Lease is deemed to be a lease intended as security,(i)
amounts arising out of the manufacture, purchase, lease,use, condition,possession, Lessee grants Lessor a security interest in the Equipment to secure its obligations under
ownership,operation or return of any Equipment,or in connection with latent or other this Lease and all present and future indebtedness to Lessor;and(ii)this Lease shall be
defects,or any claim for patent,trademark or copyright infringement,including any construed so that interest,the applicable interest rate or other charges shall not exceed
strict liability claims,whether arising by operation of law,or with or without Lessee's the maximum time price differential,rate,interest or amount allowed by applicable law,
fault or negligence or failure to comply with the terms hereof;and as a result of any lien, and any excess payment will be applied first to prepay principal hereunder and then as a
encumbrance or claim made on the Equipment by anyone,including Lessee's employees refund to Lessee. The Equipment shall at all times remain Lessor's property, and
and agents,imposed or incurred by or asserted against Lessor,its successors or assigns. Lessee's only right,title or interest therein shall be as set forth herein.At its expense,
At Lessor's option, Lessee shall assume full responsibility for the defense of any Lessee shall protect and defend Lessor's title and interest and keep the Equipment free
indemnified claim. of all claims and liens except those created by or arising through Lessor. Lessee
8. LOSS.Lessee shall bear the entire risk of loss,theft,damage or destruction of any authorizes Lessor to file such financing statements,title certificates and instruments as
or all Items from any cause whatsoever("Loss");and no Loss shall relieve Lessee of Lessor deems necessary to protect Lessor's interests in the Equipment,without Lessee's
any rent payment or other obligation hereunder.If Lessor determines that any Item has signature,and,if such signature is needed,Lessee appoints Lessor as Lessee's attorney-
suffered an irreparable Loss,Lessee will either(i)replace the Item with like equipment in-fact to sign such items in Lessee's name.Lessee will reimburse Lessor's costs with
(of the same year,make,model and accessories)in good repair,condition and working respect thereto on demand.Lessee's exact legal name is as shown above and Lessee
order,or(ii)pay Lessor the Stipulated Loss Value for such Item. represents and warrants to Lessor that as of the date hereof,and throughout the term of
9. INSURANCE.With respect to the Equipment,Lessee shall pay for and maintain, the Lease: (a)Lessee is a political subdivision of the state or commonwealth in which it
and furnish Lessor a certificate evidencing,insurance insuring against:(a)liability for is located and is organized and existing under the constitution and laws of such state or
bodily injury and property damage with a minimum combined single limit of commonwealth; (b)Lessee has complied, and will comply,fully with all applicable
$1,000,000.00 or such greater amount as may be prescribed by any applicable state law laws,rules,ordinances,and regulations governing open meetings,public bidding and
specifying minimum insurance requirements,with Lessor as additional insured,and(b) appropriations required in connection with the Lease,the performance of its obligations
loss or damage to the Equipment in an amount no less than the Equipment's full under the Lease and the acquisition and use of the Equipment;(c)the person(s)signing
replacement value,with Lessor as loss payee.Each insurance policy shall be in such the Lease and any other documents required to be delivered in connection with the
form,including a maximum deductible,and with such insurers as Lessor may accept, Lease(collectively,the"Documents")have the authority to do so,are acting with the
shall require the insurer to give Lessor at least 30 days'prior written notice of any full authorization of Lessee's governing body,and hold the offices indicated below their
cancellation or change in terms,and shall specify that no action or misrepresentation by signatures,each of which are genuine;(d)the Documents are and will remain valid,
Lessee will affect Lessor's coverage.Lessor has no duty to verify or notify Lessee that legal and binding Leases, and are and will remain enforceable against Lessee in
any such policy exists or is free of defects.Lessee hereby appoints Lessor as Lessee's accordance with their terms; and (e) the Equipment is essential to the immediate
attorney-in-fact to make claims, receive payments and execute and endorse all performance of a governmental or proprietary function by Lessee within the scope of its
documents,checks or drafts under any such physical damage policy. If Lessee fails to authority and will be used during the term of the Lease only by Lessee and only to
maintain,pay for or provide Lessor with evidence of the required insurance,Lessor perform such function. Lessee further represents and warrants to Lessor that,as of the
may, but is not obligated to, obtain insurance covering Lessor's interest in the date each item of Equipment becomes subject to the Lease and any applicable Schedule,
Equipment from an insurer of Lessor's choice.Lessor may charge Lessee the costs of it has funds available to pay all Lease payments payable thereunder until the end of
acquiring and maintaining such insurance,and a fee for Lessor's services(collectively, Lessee's then current fiscal year,and,in this regard and upon Lessor's request,Lessee
"Insurance Charge").At its discretion,Lessor may allocate the Insurance Charge to the shall deliver in a form acceptable to Lessor a resolution enacted by Lessee's governing
remaining Rent Payments, which Lessee will pay with interest on such allocation, body,authorizing the appropriation of funds for the payment of Lessee's obligations
Nothing in this Lease will create an insurance relationship of any type between Lessor under the Lease during Lessee's then current fiscal year. Lessor may inspect the
and any other person. Equipment and Lessee's records related thereto at any time during business hours.All
10. DEFAULT.Each of the following is an"Event of Default"hereunder:(a)Lessee representations, warranties and indemnities of Lessee made or agreed to in or in
fails to pay any rent or other payment required hereunder when due;(b)Lessee fails to connection with this Lease shall survive expiration,cancelation or termination of this
comply with any other covenant or agreement hereunder and such failure continues for Lease.
10 days after notice by Lessor;(c)Lessee defaults under any other obligation to Lessor; 14. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. To the
(d) Lessee or any guarantor of this Lease ("Guarantor"), or any partner of Lessee extent permitted by applicable law,Lessee agrees to take all necessary and timely action
("Partner")if Lessee is a partnership,ceases doing business as a going concern or makes during the Lease term to obtain and maintain funds appropriations sufficient to satisfy
an assignment for the benefit of creditors;(e)Lessee or any Guarantor or Partner admits its payment obligations under the Lease (the "Obligations"), including, without
in writing an inability to pay debts as they come due, voluntarily files or has filed limitation,providing for the Obligations in each budget submitted to obtain applicable
Golf MasterLease Muni ver.12.18.18 421992 10/22/2020 2:17 PM Page 2
appropriations,causing approval of such budget,and exhausting all available reviews TRIAL BY JURY IN ANY ACTION OR PROCEEDING
and appeals if an appropriation sufficient to satisfy the Obligations is not made. RELATING TO THIS LEASE, INCLUDING ANY ACTION TO
Notwithstanding anything to the contrary provided in the Lease, if Lessee does not ENFORCE THIS LEASE OR ANY RELATED AGREEMENTS.
appropriate funds sufficient to make all payments due during any fiscal year under the
Lease and Lessee does not otherwise have funds available to lawfully pay the Lease 18. MISCELLANEOUS.This Lease constitutes the entire agreement between Lessee
payments(a'Non-Appropriation Event'),and provided Lessee is not in default of any and Lessor with respect to the subject matter hereof,there is no other oral or written
of Lessee's obligations under such Lease as of the effective date of such termination, agreement or understanding. The Lessee hereby consents to the use of electronic
Lessee may terminate such Lease effective as of the end of Lessee's last funded fiscal signatures and represents and warrants that its electronic signature on any document or
year("Termination Date")without liability for fiiure payments or the early termination agreement shall be unconditionally valid and legally enforceable,and therefore,agrees
charge under such Lease, if any,by giving at least 60 days' prior written notice of to not contest,call into question or otherwise challenge the validity or enforceability of
termination("Termination Notice")to Lessor.If Lessee terminates the Lease prior to the any electronic signature(or the authority of the electronic signer to sign)or raise any of
expiration of the end of such Lease's Initial Term,or any extension or renewal thereof, the foregoing as a defense or counterclaim.This Lease and related documents may be
as permitted under the terms of the Lease or as set forth herein or in any Schedule, electronically copied and/or delivered by electronic means of transmission("e-copy")
Lessee shall(i)on or before the Termination Date,return the Equipment subject to the and the a-copy of any document shall be deemed an original,and admissible as such in
terminated Lease in accordance with the return requirements set forth in such Lease,(ii) any court or other proceeding;provided that there shall be only one original counterpart
provide in the Termination Notice a certification of a responsible official that a Non- of each Schedule,and it shall bear the original ink or electronic signature of Lessor and be
Appropriation Event has occurred,(iii)deliver to Lessor,upon request by Lessor,an marked"Original." To the extent a Schedule is"chattel paper",a security or ownership
opinion of Lessee's counsel(addressed to Lessor)verifying that the Non-Appropriation interest may only be created therein by transferring the"Original"bearing Lessor's
Event as set forth in the Termination Notice has occurred,and(iv)pay Lessor all sums original ink or electronic signature;provided that if the"Paper Out"process shall have
payable to Lessor under such Lease up to and including the Termination Date.Lessee occurred, then the "Paper Out" printed version of the Schedule bearing the legend
acknowledges and agrees that,in the event of the termination of a Lease and the return "Original" shall constitute the sole chattel paper original. If Lessor permits Lessee to
of the Equipment as provided for herein,Lessee shall have no interest whatsoever in the deliver this lease or any related document to Lessor via facsimile or other electronic means,
Equipment or proceeds thereof and Lessor shall be entitled to retain for its own account
Lessee shall deliver to Lessor, promptly on request, such document bearing Lessee's
the proceeds resulting from any disposition or re-leasing of the Equipment along with original "wet ink" signature; provided that neither delivery nor failure to deliver the
any advance rentals,security deposits or other sums previously paid by Lessee pursuant document bearing Lessee's original "wet ink" signature shall limit or modify the
to the terms of the Lease. The termination of a Lease under this Section shall not representations and agreements set forth above.The Lessee hereby consents to the use of
terminate this Master Lease or any other Leases made pursuant hereto,and shall not electronic signatures and represents and warrants that its electronic signature on any
terminate Lessee's obligation to make the required monthly payments for such Leases. Document shall be unconditionally valid and legally enforceable,and therefore,agrees
15. DELIVERY OF CERTAIN DOCUMENTS AND RELATED REQUIREMENTS. not to contest,call into question or otherwise challenge the validity or enforceability of
Lessee will execute or provide, as requested by Lessor, annual budget and financial any electronic signature(or the authority of the electronic signer to sign)or raise any of
information and such other documents and information,including an opinion of Lessee's the foregoing as a defense or counterclaim. Except as expressly set forth herein,this
counsel as to the validity and enforceability of this Master Lease and any Schedules,as Lease may not be amended or modified except by a writing manually signed by the
are reasonably necessary with respect to the transaction contemplated by this Lease. If parties.Lessee shall pay Lessor's costs,fees and expenses incurred in connection with
Lessee is a"Registered Organization"(as such term is defined in the UCC),then Lessee any amendment,waiver,release,cancelation or termination of this Lease or any related
will: i upon request of Lessor,provide copies of its applicable registered organization document,financing statement,title certificate or instrument,including but not limited
() p q p pp g g to filing and recording fees.This Lease is binding on and inures to the benefit of the
documents;and(ii)not change its legal name or its chief executive office or state of
organization,without,in each case,giving Lessor at least 30 days'prior written notice of parties hereto,their permitted successors and assigns. Any written notice hereunder
any such event. shall be deemed given when delivered personally, deposited with a nationally
16. EXCESS USAGE AND SUPPLEMENTAL RENTALS(APPLICABLE TO TURF recognized overnight courier(with all fees pre-paid),delivered via facsimile or e-mail
CARE AND MAINTENANCE EQUIPMENT ONLY).At the end of the Initial Term, (with confirmation oftransmission),or deposited in the United States mails,certified or
Lessee shall remit to Lessor$5.00 per hour on each Item that has hourly use in excess of registered mail,addressed to recipient at its address set forth above or such other address
the maximum hours as indicated on the applicable Schedule.Lessee shall remit such as may be substituted therefor by notice given pursuant to the terms hereof. Lessee
amounts within ten(10)days of Lessor's written demand.The hours of use of an Item hereby agrees that Lessor,including its vendors,service providers,partners,affiliates,
shall be determined by the hour meter attached to said Item, provided that such meter successors and assigns,may contact Lessee at any telephone number provided to Lessor,
remains operable and accurate. If any such hour meter becomes inoperable or by placing voice telephone calls(including use of automatic telephone dialing systems
inaccurate, Lessee shall immediately repair or replace same, and shall immediately or prerecorded voice messaging)or,in the case of wireless telephones or other wireless
notify Lessor in writing of such event and of the correct hours of usage of the Item devices,by sending e-mail or automated(SMS)text messages. If more than one Lessee
during the period of time the hour meter was inoperable or inaccurate.Lessee shall is named herein,the obligations of each shall be joint and several.Lessee authorizes,
promptly furnish Lessor such information as Lessor may reasonably request f om time and represents that all Lessee's principals have authorized,Lessor to obtain such credit
to time in order to document the hours of usage of the Equipment. bureau reports and make such other credit inquiries with respect to Lessee and such
17. GOVERNING LAW; JURY TRIAL WAIVER. THIS LEASE, principals as Lessor deems appropriate throughout the term of this Lease; on written
request, Lessor will identify any reporting agency used for such a reports. Lessee
AND ALL MATTERS OF THIS LEASE, INCLUDING ALL warrants and agrees that the Equipment is leased and will be used for business purposes
INTEREST AND FINANCE CHARGES HEREUNDER,SHALL BE only, and not for personal, family or household purposes. Lessee shall execute and
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, deliver to Lessor such other documents and provide such information, including
FEDERAL LAW AND,TO THE EXTENT NOT PREEMPTED BY information identifying the owners of Lessee and its affiliates and their respective
FEDERAL LAW,BY THE LAWS OF THE STATE OF LESSEE'S ownership interests,as Lessor may reasonably deem necessary to comply with laws or
regulations applicable to Lessor or Lessee, including laws and regulations requiring
ORGANIZATION (EXCLUDING CONFLICTS LAWS). TO THE Lessor to obtain Lessee's certification of its beneficial owner(s) prior to making
EXTENT PERMITTED BY LAW, THE PARTIES HERETO, payment(s)to Lessee during or after the term of this Lease.Our institution complies
AFTER CONSULTING (OR HAVING HAD AN OPPORTUNITY with Section 326 of the USA PATRIOT Act. This law mandates that we verify certain
TO CONSULT) WITH COUNSEL OF THEIR CHOICE, information about you whileprocessing your account application.
KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO
Lessor: TCF National Bank By: Itle: AV 1'
Lessee: City of Fort Worth By: I 1PD1 J 14 Valerie Washington,Assistant
City Manager
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Golf MasterLease Muni wr.12.19.19 421992 10/22/2020 2:17 PM Nge3
ADDENDUM TO MASTER LEASE AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND TCF NATIONAL BANK
This Addendum to the Master Lease Agreement Number 662443L ("Addendum") is
entered into by and between TCF National Bank ("Lessor") and the City of Fort Worth
("Lessee"), collectively the "parties".
The Contract documents shall include the following:
1. The Master Lease Agreement Number 662443L (the "Master Lease"), which includes the
Texas Addendum to Master Lease Number 662443L Attachment 1 — Self-Insurance
Letter; Equipment Schedule No. 008-0662443-100 (otherwise referred to as the "Lease"),
Exhibit A to the Lease, Texas Addendum, and the Delivery and Acceptance form
(collectively, "Agreement"); and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Agreement, the Parties
hereby stipulate by evidence of execution of this Addendum below by a representative of each
parry duly authorized to bind the parties hereto, that the parties hereby agree that the provisions
in this Addendum below shall be applicable to the Agreement as follows:
1. Lease. Section 1 (Lease) of the Master Lease is hereby amended by adding the
following new sentence at the end thereof: "If, after commencement, an Item of Equipment is
replaced by the manufacturer, the parties agree to amend the Schedule to correctly reflect the
new Equipment."
2. Pam. Section 3 (Payments) of the Master Lease is hereby amended as
follows:
a. The third sentence thereto is amended and restated in its entirety to read as
follows: "Lessor and Lessee each agrees that if the monthly Rent Payments
need to be adjusted from the currently anticipated amount of$8,708.16, then
the Schedule will be amended to reflect the adjusted Rent Payment and
purchase price, if applicable, by signed Amendment."
b. The following two new sentences shall be added to the end of Section 3 to
read as follows: "Any and all payments to be made by Lessee to Lessor are
governed by the Chapter 2251 of the Texas Government Code, otherwise
known as the Texas Prompt Payment Act.
Lessor will not, under any circumstances, have the right to draw funds directly
from any Lessee account."
3. Delivery of Equipment. Section 5 (Return) of the Master Lease is amended by
adding the following new sentences at the end thereof to read as follows: "Lessor understands
and agrees that Textron, Inc., d/b/a E-Z-GO ("EZ GO") is responsible for delivering the
Addendum Page 1 of 6
Equipment to the Lessee, which includes, but is not limited to, all costs associated therewith.
Lessee will not be liable to Lessor for any damage to the Equipment prior to the execution and
delivery of a certificate of acceptance as set forth in Section 2 of the Master Lease.
Notwithstanding anything to the contrary contained in this Lease, Lessee shall only be required
to return the Equipment to a location within 100 miles of the "Location" (as set forth in the
Equipment Schedule)."
4. Indemwiy. Section 7 (Indemnity) of the Master Lease is hereby deleted in its
entirety and will have no force or effect.
5. Insurance. Section 9 (Insurance) of the Master Lease is hereby amended by
deleting the fifth sentence thereto in its entirety. For reference, the fifth sentence reads: "Lessee
hereby appoints Lessor as Lessee's attorney-in-fact to make claims, receive payments and
execute and endorse all documents, checks or drafts under any such physical damage policy."
6. Default. Section 10 (Defaults) of the Master Lease is hereby amended as follows:
a.Subsection (a) is amended to read as follows: "(a) Lessee fails to pay any
rent or other payment required hereunder within 10 days of its due date;"
b. Subsection (b) is amended to read as follows: "(b) Lessee fails to
comply with any other material covenant or agreement hereunder and
such failure continues for 30 days after notice by Lessor;"
c.Subsection (c) is amended to read as follows: "(c) Lessee defaults under
any other obligation to Lessor and such default (i) if relating to a
payment default, is not cured within 10 days and (ii) if relating to any
other material default, is not cured within 30 days after written notice by
the Lessor;"
7. Remedies. Section 11 (Remedies) of the Master Lease is amended by (i) deleting
the second to last sentence thereto in its entirety and (ii) adding the following to the end of
Section 11:
In the event of any default, claim, proceeding, including a bankruptcy
proceeding, counter-claim, action (whether legal or equitable), appeal or
otherwise,whether initiated by Lessor or Lessee (or a debtor-in-possession
or bankruptcy trustee), which arises out of, under, or is directly related to
this Lease or any other document, agreement or instrument executed
pursuant hereto or in connection herewith (individually and collectively,
the "Claim"), then, upon a final non-appealable judgment that one of the
parties has prevailed in such Claims by a court of competent jurisdiction,
the non-prevailing party shall pay to the prevailing party, on demand, all
costs, expenses and fees paid or payable in connection with the Claim,
including, but not limited to, reasonable attorneys' fees and out-of-pocket
costs. As used in this Section 18, "prevailing party" shall mean the party
Addendum Page 2 of 6
who obtains substantially the relief sought, whether by compromise,
settlement or judgment. Any payment of attorneys' fees is subject to
applicable law. Lessor understands and acknowledges that the Lessee will
not create a sinking fund."
8. Non-Cancelable. Section 13 (Non-Cancelable) of the Master Lease is amended as
follows:
a. The sixth sentence of Section 13 is amended and restated in its entirety to
read as follows: "Lessee authorizes Lessor to file such financing
statements, title certificates and instruments as Lessor deems necessary to
protect Lessor's interests in the Equipment, without Lessee's signature,
and, if such signature is needed, Lessee agrees to promptly provide such
signature."
b. The last sentence is deleted and is of no force or effect
9. Excess Usage. Section 16 (Excess Usage) of the Master Lease is deleted in its
entirety and will be of no force or effect.
10. Law and Venue. Section 17 (Governing Law) of the Master Lease is amended and
restated in its entirety to read as follows:
"17. GOVERNING LAW, VENUE, AND JURY TRIAL WAIVER. THIS
LEASE, AND ALL MATTERS OF THIS LEASE, INCLUDING ALL
INTEREST AND FINANCE CHARGES HEREUNDER, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE UNITED STATES AND THE STATE OF TEXAS,
EXCLUSIVE OF CONFLICTS OF LAWS PROVISIONS. VENUE FOR
ANY SUIT BROUGHT UNDER THIS LEASE WILL BE IN A COURT OF
COMPETENT JURISDICTION IN TARRANT COUNTY, TEXAS. TO
THE EXTENT THE LEASE IS REQUIRED TO BE GOVERNED BY ANY
STATE LAW OTHER THAN TEXAS OR VENUE IN TARRANT
COUNTY, LESSEE OBJECTS TO SUCH TERMS AND ANY SUCH
TERMS ARE HEREBY DELETED FROM THE AGREEMENT AND
WILL HAVE NO FORCE OR EFFECT. TO THE EXTENT PERMITTED
BY LAW, THE PARTIES HERETO, AFTER CONSULTING (OR
HAVING HAD AN OPPORTUNITY TO CONSULT) WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO THIS LEASE, INCLUDING ANY ACTION TO
ENFORCE THIS LEASE OR ANY RELATED AGREEMENTS."
Addendum Page 3 of 6
11. Sovereign Immunity. Nothing herein constitutes a waiver of Lessee's sovereign
immunity beyond the waiver provided for under Texas Local Government Code Section
271.152. Except as set forth in the foregoing, to the extent the Agreement requires Lessee to
waive its rights or immunities as a government entity; such provisions are hereby deleted and
shall have no force or effect.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of Lessee hereunder are subject to the availability of
funds. If such funds are not appropriated or become unavailable, Lessee shall have the right to
terminate the Agreement except for those portions of funds which have been appropriated prior
to termination.
13. Addendum Controlling. If any provisions of the attached Agreement, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule,
regulation or ordinance of Lessee,the terms in this Addendum shall control.
14. Immiaration Nationality Act. Lessor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by Lessee, Lessor shall provide Lessee with copies of
all I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement to the extent that Lessor is not prohibited from disclosing such information. Lessor
shall adhere to all Federal laws as well as establish appropriate procedures and controls so that
no services will be performed by any Lessor employee who is not legally eligible to perform
such services.
15. No Boycott of Israel. If Lessor has fewer than 10 employees or the Agreement is
for less than$100,000, this section does not apply. Lessor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, Lessee is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Lessor
certifies that Lessor's signature provides written verification to Lessee that Lessor: (1) does not
boycott Israel; and(2)will not boycott Israel during the term of the Agreement.
16. Right to Audit. Lessor agrees that Lessee shall, until the expiration of three (3)
years after final payment under the Agreement, have access to and the right to examine any
directly pertinent books, documents,papers and records of Lessor involving transactions relating
to the Agreement. Lessor agrees that Lessee shall have access during normal working hours to all
necessary Lessor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. Lessee shall give Lessor
reasonable advance notice of intended audits.
18. Entire Agreement. The Agreement, including this Addendum, contains the entire
understanding and agreement between the Lessee and Lessor as to the matters contained the in
it
Addendum Page 4 of 6
Agreement. Any prior or contemporaneous oral or written agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement.
(signature page follows)
Addendum Page 5 of 6
ACCEPTED AND AGREED:
LESSEE:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
By: _ and repotting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: J 0M0 By:
Name: Dave Lewis
Approval Recommended: Title: Assistant Director,Park and Recreation
Approved as to Form and Legality:
By: /
Name: chard Zavala
Title: D rector,Park and Recreation Department By: _
Name: Tyler F.WI
Attest: Title: Assistant ity Attorney
Contract Authorization:
: 20-0695 (September 22,2020)
By. O
Name: Kayser 0
Title: Ci Secretary
*' �*
LESSOR: �XAS
TCF National Bank
By:
Name: f
Title:
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 6 of 6
` tcf
TEXAS ADDENDUM
TO MASTER LEASE NO.662443L DATED AS OF August 31,2020
LESSOR: TCF National Bank
LESSEE: City of Fort Worth
This Addendum is hereby incorporated in and is hereby made a part of the above-referenced Master Lease No.662443L(together with all Exhibits and Attachments
and this Addendum,the"Master Lease"). 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 Master Lease and that the following changes and additions shall be made to the Master Lease:
1. Section 1 of the Master Lease is hereby amended by adding the following sentence at the end of that Section:
The initial Lease term as specified in the applicable Schedule does not exceed 25 years.
2. Section 9 of the Master Lease is hereby amended by amending and restating the entire section to read in its entirety as follows:
As a governmental entity,Lessee represents and warrants that Lessee is self-insured against liability claims and property losses as described in Lessee's self-
insurance letter,attached to the Texas Addendum as Attachment 1.In the event(a)Lessee ceases to be self-insured or elects 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 this Master Lease or due to a material adverse change in Lessee's financial condition;then Lessee shall immediately procure
and maintain property insurance in an amount not less than the replacement cost of the Equipment.To the extent Lessee has or obtains in the future any
property or liability insurance coverage,Lessee agrees that Lessor 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 Lessor at least thirty days written notice of cancellation.
3. Section 12 of the Master Lease is hereby amended by adding the following sentence at the end of that Section:
Notwithstanding the foregoing,each Schedule may be assigned by Lessor only in whole,not in part.
4. Section 14 of the Master Lease is hereby amended by adding the following sentence at the end of that Section:
The decision whether or not to budget or appropriate funds during any fiscal year is solely within the discretion of Lessee's then-current governing body.
5. Section 15 of the Master Lease is hereby amended by amending and restating the first sentence thereto in its entirety to read as follows:
Lessee will execute or provide,as requested by Lessor,such documents and information,including an opinion of Lessee's counsel as to the validity and
enforceability of this Master Lease and any Schedules,as are reasonably necessary with respect to the transaction contemplated by this Lease.
6. Section 18 of the Master Lease is hereby amended by adding the following sentence at the end of that Section:
Notwithstanding the foregoing,this Lease may be assigned by Lessor only in whole,not in part.
7. A new Section 19 is hereby added to the Master Lease to read in its entirety as follows:
19.AUDIT RIGHTS.Lessor agrees that Lessee shall,until the expiration of three(3)years after final Rent Payment under this Master 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
Lessor involving transactions relating to this Master Lease,provided that Lessee reasonably compensates Lessor for time and effort expended in connection
with any such audit.Lessor agrees that Lessee shall have access during normal working hours to all of Lessor's necessary facilities and shall be provided
adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section.Lessee shall give Lessor not less than 10
days written notice of any intended audits.Lessee shall comply with all of Lessor's 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 Master Lease will remain in full force and effect and are hereby ratified and
confirmed. 1
Lessor: TCF National Bank By: 7 Title:-A" 1
Lessee: City of Fort Worth By: Valerie Washington,Assistant
City Manager
Muni Lease Short Form TXRider v 04.16.15 421992 10/21/2020 10:57 AM
It
tcf i
TEXAS ADDENDUM
TO MASTER LEASE NO.662443L DATED AS OF August 31,2020
i
i
Attachment 1
Self-Insurance Letter
[To be attached]
Muni Lease Short Focm TXRidei v 04.16.15 421992 10/21/2020 10:57 AM
FORTWORTH
Fiscal Year October 1, 2020 - September 30, 2021
RE: Documentation of Insurance
City of Fort Worth Self-Funded Insurance Program
To Whom It May Concern:
i
Please accept this letter as 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 the
$750,000.00 retention limit per incident over which commercial coverage responds
with no upper cap; and, employer's liability coverage ismaintained atthe $1,000,000.00
policylimit.
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 817-392-7790 or email mark.barta a.fortworthtexas.Qov.
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.
Si cerely,
Mark Barta
Risk Manager
FINANCIAL MANAGEMENT SERVICES DEPARTMENT
RISK MANAGEMENT DIVISION
CITY OF FORT WORTH*200 TEXAS STREET*FORT WORTH,TEXAS 76102
�✓
E � Equipment Schedule
(Fair Market Value Purchase Option)
The"Lease": Equipment Schedule Number 008-0662443-100 Dated August 31,2020 to Master Lease Number 662443L Dated August 31,2020
"Lessee'
City of Fort Worth,200 Texas Street,Fort Worth,TX 76102
Contact:Dave Lewis Phone:
"Lessor"
TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926
This Equipment Schedule(this"Schedule")is entered into pursuant to and incorporates the terns of the Master Lease(except as expressly modified by this Schedule)
identified above between Lessor and Lessee(the"Master Lease"and,together with this Schedule,this"Lease").All capitalized terms not otherwise defined in this j
Schedule have the meanings assigned in the Master Lease.Upon execution and delivery of this Schedule by Lessor and Lessee,and Lessee's acceptance of the Equipment
described below,Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease.
SUMMARY OF TERM AND RENTAL PAYMENTS:
Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Payment(s) Interim Rent Security Deposit
Date 60 Period $8,708.16 N/A Daily Factor
Months Monthly plus applicable taxes For Instalhnents(s): N/A N/A
except financed sales tax N/A
included in cost of the
equipment
EQUIPMENT,PERSONAL PROPERTY,SERVICES AND/OR SOFTWARE he"Equipment"):
Description inc uding features Location
See Exhibit A attached hereto and made a part hereof. See Exhibit A
Each Rent Payment shall be payable in arrears on the date that is one month after the Commencement Date and on the same day of each subsequent Rent Payment Period for the
Initial Term and any renewal term,
The following additional provisions apply to the Equipment and this Lease only:
1. So long as this Lease has not been canceled or terminated early and no Event of Default exists,upon expiration of the Initial Term("Lease End" Lessee may
purchase all,but not less than all,of the Equipment for the Fair Market Value of the Equipment,plus all sales and use taxes arising on the sale of the Equipment.
For purposes of this Lease,"Fair Market Value"of the Equipment at any time means the estimated amount that a willing buyer and a willing seller would pay for
the Equipment on an installed basis,as mutually determined by Lessor and Lessee.If Lessor and Lessee are unable to mutually determine the Fair Market Value,
at Lessee's request and expense,Lessor shall select and hire a third-patty certified appraiser to determine the Fair Market Value,and such appraiser's
determination shall be binding on the Lessor and Lessee. To exercise the foregoing purchase option,Lessee must give written notice thereof to Lessor at least 90
days and no more than 120 days prior to Lease End.If Lessee fails to give such notice,or if the parties cannot agree on the Fair Market Value of the Equipment
by 45 days before Lease End,then the purchase option shall lapse.If the purchase option lapses,then at least 30 days before Lease End or the end of any renewal
term,Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions.If Lessee fails to give such notice,or gives
notice but fails to return the Equipment in accordance with Section 5 of the Master Lease,this Lease will automatically renew,at the same rental and other terms
set forth in this Lease,for additional successive noncancelable one-month terms after the Initial Term until timely written notice of return and proper return of the
Equipment is made.
2. If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and fails to timely pay the purchase price,then Lessor may,in its
sole discretion,by written notice to Lessee(a)treat the Equipment as purchased and enforce payment of the purchase price,(b)declare a failure to meet the
purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in
accordance with Section 5 of the Master Lease,or(c)treat the Lease as automatically renewed,at the same rental and other terms set forth in this Lease,for
additional successive noncancelable one-month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made.
3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing
under this Lease,the Equipment will be deemed transferred to Lessee at its then location and,on Lessee's request at such time,Lessor will deliver to Lessee a
bill of sale for the Equipment,"WHERE IS,AS IS"WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT,EXPRESS
OR IMPLIED.
4. If Lessor suffers a Tax Loss because,for federal or state income tax purposes,for any reason, this Lease is notes true lease or Lessor otherwise is not entitled to
depreciate the Equipment in the manner Lessor anticipated when entering into this Lease,then Lessee shall pay Lessor,as additional rent hereunder,a lump-sum
amount which,after payment of all federal,state,and local income taxes on the receipt of such amount,and using the same assumptions as to tax benefits and other
matters Lessor used in originally evaluating and pricing this Lease,will in Lessor's reasonable opinion maintain Lessor's net after-tax rate of retum with respect to this
Lease at the same level it would have been had such Tax Loss not occurred.Lessor will notify Lessee of any claim that may give rise to indemnity hereunder and will
make a reasonable effort to contest any such claim at the administrative level of the applicable taxing authority.Lessor shall control all aspects of any settlement and
contest,and Lessee agrees to pay the legal fees and other out-of-pocket expenses thereof even if Lessor's defense is successful.Notwithstanding the foregoing,Lessee
will not be obligated to indemnify Lessor for any Tax Loss caused solely by(a)a casualty Loss to the Equipment if Lessee pays the amount required under Section 8
of the Master Lease,(b)Lessor's sale of the Equipment other than on account of an Event of Default,(c)failure of Lessor to have sufficient income to utilize its
anticipated tax benefits or to timely claim such tax benefits,and(d)tax law changes,including rates,effective after the Lease begins.Lessee's indemnity obligations
hereunder shall survive cancelation and termination of this Lease.For purposes of this paragraph, the term"Tax Loss",means Lessor's loss of,or loss of the right to r
claim,or recapture of,all or any part of the federal or state income tax benefits Lessor anticipated as a result of entering into this Lease and owning the Equipment;
and the term"Lessor"shall include any member of an affiliated group of which Lessor is(or may become)a member if consolidated tax returns are filed for such
affiliated group for federal income tax purposes.
Lessor: TCF National Bank By. Title: AW
Lessee: City of Fort Worth By: Valerie Washington,Assistant
City Manager
Golf SchFMV_Muni vec.02.11.16421992 S 10/22/20202:17 PM Page I
-I'tcf Exhibit A
"Contract":Lease Number 008-0662443-100 dated August 31,2020
"Lessee"
City of Fort Worth,200 Texas Street, Fort Worth,TX 76102
"Lessor"
TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926
This Exhibit A is attached to and made a part of the Contract referenced above,between the above-referenced Lessor and the above-referenced Lessee.
All capitalized terms not otherwise defined in this Exhibit A shall have the meanings assigned in the Contract.
Description and Location of Equipment,Personal Property,Services,and/or Software(the"Collateral')that is being financed pursuant to the Contract:
Description (including features) Location
(120)2021 E-Z-GO TXT Gas Golf Cars together with all attachments and Pecan Valley Golf Course
accessories thereto 6400 Pecan Valley Drive
Fort Worth,TX 76132
(68)2021 E-Z-GO TXT Gas Golf Cars together with all attachments and Meadowbrook Golf Course
accessories thereto 1815 Jenson Road
Fort Worth,TX 76112
Lessor: TCF National Bank Title:
Lessee: Cityof Fort Worth B : �JI \� Valerie Washington,Assistant
y ity Manager
ExhibitA ver 06.09.2014 421992 S 10/21/2020 10:55 AM
OPINION OF COUNSEL
(To be on Attorney's Letterhead)
Date:
Lessee: City of Fort Worth
200 Texas Street
Fort Worth,TX 76102
Lessor: TCF National Bank
1111 West San Martian Dr,Suite A2 West
Waterloo,IA 50701-8926
Re: Contract 008-0662443-100,dated as of August 31,2020,by and between City of Fort Worth and Lessor
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the contract described above (the "Lease") and various related
matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto.
Based upon the examination of these and such other documents as I deem relevant,it is my opinion that,to the best
of my knowledge:
1. Lessee is a political subdivision of the State of Texas(the"State")duly organized,existing and operating under
the Constitution and laws of the State.The full,true and correct legal name of Lessee is City of Fort Worth.
2. Lessee is authorized and has power under State law to enter into the Lease,and to carry out its obligations
thereunder and the transactions contemplated thereby.
3. The Lease and the other documents described above have been duly authorized,approved,executed and
delivered by and on behalf of Lessee,and the Lease is a valid and binding contract of Lessee enforceable in
accordance with its terms.
4. The authorization,approval and execution of the Lease and all other proceedings of Lessee relating to the
transactions contemplated thereby have been performed in accordance with all open meeting laws and public
bidding laws..
5. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do
not result in the violation of any constitutional,statutory or other limitation relating to the manner,form or amount
of indebtedness which may be incurred by Lessee.
6. There is no litigation,action,suit,or proceeding pending or before any court,administrative agency,arbitrator or
governmental body,the proper authorization,approval and execution of this Lease;the appropriation of monies to
make Rental Payments under this Lease for the current fiscal year,or the ability of Lessee otherwise to perform its
obligations under this Lease and the transactions contemplated thereby.
Golf OpinionOfCowsel ver.01.21.14 421992 S 8/31/2020 10:18.AM Page I
This opinion of counsel may be relied upon by Lessor and its successors and assigns.
Very truly yours,
Tyler F.Wallac
Assistant City Attorney
f
Golf OpinionOfC000sel ver.01.21.14 421992 MM 10/22/2020 4:27 PM Page 2
CERTIFICATE OF INCUMBENCY
LEASE NO.008-0662443-100
DATED AS OF August 31,2020
I �OMA`CS do herebycertify that I am the duly elected or appointed and
fY Y pP
acting Secretary of the City of Fort Worth (the "Lessee"), a political subdivision duly organized and existing under the
laws of the State of Texas, and that, as of the date hereof,the individual named below is authorized to execute the Lease
on behalf of the Lessee,
i
NAME TITLE IGNAT RE
Valerie Washington Assistant City Manager
IN WITNESS WHEREOF,I have duly executed this certificate this I d of 20016.
FORT P
Signed:
V i=
Title: S
NOTE: The C or�tary of thaifesse ould sign unless that person is also the signor of the documents in which case the President or some
other Officer oft see s document.
i
II
I
Muni_Lease_Incumbeucy v.01.12.17 421992 S 10/21/2020 11:11 AM
1
tc f Delivery and Acceptance
"Lessee"
City of Fort Worth,4200 South Freeway,Suite 2200,Fort Worth,TX 76114
"Lessor"
TCF National Bank,1111 West San Marnan Dr,Suite A2 West,Waterloo,IA 50701-8926
Delivery and Acceptance agreement attached to and made a part of Lease 008-0662443-100 dated August 31,2020(the"Lease").
This Certificate relates to the Equipment(the"Equipment")that is described in the Lease.
Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either
received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase.
Lessee hereby represents,warrants and certifies that(i) all of the Equipment has been delivered to Lessee at the Equipment Location set
forth in the Lease and has been installed,tested and inspected by Lessee or duly authorized representatives of Lessee, (ii)the Equipment
Description set forth in the Lease is complete and correct,(iii)the Equipment,together with any supporting documentation,is exactly what
Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the
Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any
guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor.If Lessee has
made a deposit to the Equipment vendor(s),by signing this Certificate,Lessee hereby transfers all of Lessee's right,title and interest in and
to the Equipment to Lessor,except to the extent set forth in the Lease,whether or not Lessee has been reimbursed for the deposit(s).
IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY
SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE
EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3)
MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT
MADE IN THIS CERTIFICATE,FOR ANY REASON WHATSOEVER
Acceptance Date:
Lessee: City of Fort Worth By: Title:
Printed Name:
Please Complete and return this document by Fax to 800-741-8079 upon delivery and
acceptance of the financed Equipment.
DeGvery_Acceptance ver.05/04/2011 421992 S 10/21/2020 10:52 AM
11/23/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORTII
DATE: 9/22/2020 REFERENCE **M&C 20- LOG NAME: 13P20-0181 GOLF CARTS AR
NO.: 0695 PARD
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (CD 3 and CD 4)Authorize Agreements with TCF National Bank for a 60-Month Lease
Term for 188 Golf Carts in an Amount Up to $550,000.00, and Textron, Inc. d/b/a E-Z-
GO for Warranty, Maintenance, and Repair Services of the Same in an Amount Up to
$225,000.00 for the Park and Recreation Department
RECOMMENDATION:
It is recommended that the City Council authorize:
(1) An agreement with TCF National Bank for a 60-month lease term for 188 golf carts in an amount up
to $550,000.00, with an option to purchase at the end of the term; and
(2) An agreement withTextron, Inc. d/b/a E-Z-GO for warranty, maintenance, and repair services of the
188 golf carts in an amount up to $225,000.00 for the Park and Recreation Department.
DISCUSSION:
The Park and Recreation Department approached the Purchasing Division to procure an annual agreement
for golf cart leasing, maintenance, and repairs. The 188 golf carts will be rented to patrons and utilized by
golf course staff at the Pecan Valley and Meadowbrook Golf Courses. In order to procure these services,
Purchasing issued a Request for Proposal (RFP) consisting of detailed specifications including the
requirements of leasing, maintenance and repair services, add-ons, functionality, and features for the golf
carts.
ADVERTISING - This RFP was advertised in the Fort Worth Star-Telegram on July 22, 2020, July 29, 2020
and August 5, 2020. The City received two bids.
Yamaha Golf Car Company was deemed nonresponsive to the specifications by Purchasing Division due to
them submitting an incomplete bid response.
Bids were evaluated on best value criteria including leasing terms, warranty, experience, delivery, adding
value for availlable cart options, maintenance service, and total cost. Staff from the Park and Recreation and
Financial Management Services Departments evaluated the proposals submitted.
Textron, Inc. d/b/a E-Z-GO ("Textron") submitted a bid that included a 60-month lease term to be financed
through TCF National Bank ("TCF") at a rate of 3.75\%, which was the lowest rate received in the RFP. As
part of the proposal, Textron would sell the golf carts to TCF, who would then enter into an agreement with
the City to lease the golf carts for the above-stated term in the amount up to $550,000.00 ($110,000.00
annually). The City would enter into a separate agreement with Textron for warranty services and annual
maintenance and repairs (not included in the warranty) in the amount up to $225,000.00 ($45,000.00
annually)for the term of the lease. Staff recommends entering into agreements with Textron and TCF for a
60-month lease term.
An administrative change order or increase may be made by the City Manager up to the amount allowed by
relevant law and the Fort Worth City Code and does not require specific City Council approval as long as
sufficient funds have been appropriated.
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.
Upon City Council approval, the contract shall begin on execution and end 60 months from execution date.
Pecan Valley Golf Course is located in COUNCIL DISTRICT 3 and Meadowbrook Golf Course is located in
COUNCIL DISTRICT 4.
apps.cfwnet.org/council_packet/mc_review.asp?I D=28264&councildate=9/22/2020 1/2
11/23/2020 M&C Review
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of the
Fiscal Year 2021 Budget by the City Council, funds will be available in the Fiscal Year 2021 operating
budget, as appropriated, in the Municipal Golf Fund. Prior to an expenditure being incurred, the Park&
Recreation Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID L ID I I Year (ChartfieId 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_ Jesus J. Chapa (5804)
Valerie Washington (6192)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8285)
A'ja Robertson (8585)
ATTACHMENTS
apps.cfwnet.org/council_packet/mc_review.asp?ID=28264&councildate=9/22/2020 2/2