HomeMy WebLinkAboutContract 44471 (2)L 1 � 1 � • �
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Private Investment Banlang
Agreernent No. TE-1975
City of Fort Worth
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Master Municipal Equipment Lease-Purchase Aqreement
All American Investment Grou
Private Investment Banking
Mav 22, 2013
Sam Steele
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Dear Mr. Steele:
Enclosed please find 2 copies of our Equipment Lease-Purchase Agreement TE-1975 regarding
the refinancing of a Johnson Controls Inc. Energy Performance Contract (Phase IV) with the addition of a
new Johnson Controls Inc. Energy Performance Contract (Phase VII) Project for City of Fort Worth.
The documentation may look complicated; however, it has been made as simple as possible
given the legal requirements to be met in order for All American Investment Group, LLC ("All American")
to provide this financing on a tax-exempt basis. Please siqn the documentation in blue ink.
For All American to provide a timely funding for this transaction, we request the following:
1. The Equipment Lease-Purchase Agreement requires signature by the authorized individual with
the signature witnessed/attested. Please verify the printed name and title for the authorized
signator and verify the name and title for the person witnessing/countersigning. Please sign and
date where indicated.
2. The Equipment Lease-Purchase Agreement sets forth the list of closing documents required to
complete this transaction:
(a) Exhibit A, Equipment Description and Location — Verify the equipment
description; and location as well as the fiscal period listed. If you have additional
information or corrections, please type in the space provided. Please execute at the
bottom of the page.
(b) Exhibit B, Rental Payment Schedule — Please execute at the bottom of the page.
(c) Exhibit C, Certificate of Acceptance — This Certificate is due upon your acceptance
of all delivered equipment under Exhibit A. After the project is completed and The
City of Fort Worth is ready to make the last escrow disbursement to Johnson
Controls Inc., this form must be signed and dated by an authorized person for Lessee
and returned to us.
(d) Exhibit D, 8038-G Questionnaire and IRS Form, Information Return for Tax
Exempt Governmental Obligations - Please complete the questionnaire and
executed at the bottom of the page. Regarding the 8038 IRS Form, verif the Tax
Employer ldentification Number listed for The City of Fort Worth and all other
information listed on the form. If you agree with the completed information, please
sign, print title and date the two originals and All American will file the forms with the
Internal Revenue Service on your behalf.
(e) Exhibit E, Insurance Coverage Requirements — Verify the Self Insurance Letter
which has been furnished by The City of Fort Worth.
(f) Exhibit F,— The Mayor and Council Communication
(g) Exhibit G, Incumbency Certificate of Lessee — Verify the printed name and title of
the duly authorized representative of the Lessee, to sign the Lease agreement, verify
printed name and title of the person authorized to witness/countersign the Agreement
and the Escrow Agreement and verify the printed name and title of the duly
authorized representative of the Lessee, to request disbursements from the Escrow
Account. Please have these individuals sign as indicated.
(h) Exhibit H, Opinion of Lessee's Counsel — This should be provided on your
attorney's letterhead using the format provided. If counse/ would like changes made
to the opinion, he/she must first contact ALL AMERICAN INVESTMENT GROUP to
discuss. The legal opinion should be addressed to All American Investment Group,
730 17�h Street, #830, Denver, CO 80202 and SunTrust Equipment Finance &
Leasing Corp. at 300 East Joppa Road, Suite 700, Towson, MD 21286.
(i) Exhibit I, Escrow Agreement — please execute where indicated
Exhibit A to Escrow Agreement — Payment Request Form — This form is to be
used to authorize All American to make a payment to the Vendor for the equipment
listed on Exhibit A. Please have the authorized person execute this form for each
disbursement to be paid from the escrow account.
Once you are ready to make a payment to the Vendor, this form will need to be
completed as follows:
• The amount being disbursed to a vendor must be filled in under section 1.
• The name and address of the vendor/financing company to be paid must be
filled in under section 2.
The form must be signed and dated by an authorized person for Lessee.
Exhibit B to Escrow Agreement — Escrow Fund Draw Schedule — Please execute
at the bottom of the page.
Exhibit C to Escrow Agreement — Information to Complete Escrow Agreement.
• Confirm all information listed.
• Verify the printed names of the persons authorized to request
disbursements from the Escrow Account. Please have the authorized
signer execute where indicated.
SunTrust Bank NOW Account Rate Confirmation Sheet — This will be completed on the
day of closing by SunTrust Bank/Assignor
W-9 — Verify the Employer ldentification Number listed, complete classification section
then execute and date the form.
Ancillary Documents:
• Lessee Invoice Information Form — To insure prompt, accurate invoicing,
please complete the entire form.
• Essential Use Letter - Please write a brief statement repardinp the essentialitV
of the equipment. Please execute at the bottom of the page.
• Small Issuer Exemption Certificate - Please execute at the bottom of the page.
• Request for Sales Tax Exemption Form
• Locations with Energy Improvement Measures
• Notice and Acknowledgement of Assignment — Please review the form and
execute at the bottom of the page.
• PerFormance Bond and Dual Obligee Rider - To be Provided Post Closing
P/ease execute four (4) sets of original documents. As soon as vou have them complete,
p/ease scan one complete set to our office for review. We can then address anything that
needs remedied prior to you sealing the return envelope.
In order to accommodate an May 30, 2013 funding date, we need you to return both sets of
documents to our office no later than May 28, 2013 using the enclosed Federal Express
label.
Please feel free to contact me at (800) 899-9404 Ext.6 with any questions concerning your
document package or if you would like to schedule a walkthrough of the entire documentation
pac�cage.
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Albrech
Vice President
730 17th Street, Suite S30
Dem�er, CO SO?02
303-G23-5100
303-623-5180 Fax
S00-S99-9404
24 l�Iasteis Place Cove
NLlumelle, AR 72116
501-351-6700
501-351-6745 Fa�
877-551-6702
5 Bouldeis ��/a}�
Telhuide, CO 81435
970-369-5550
970-797-1979 Fax
577-539-3500
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Section A
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' LIST OF CLOSING DOCUMENTS
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Section A (1-10) Tabs
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1.
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6.
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14.
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Master Municipal Equipment Lease-Purchase Agreement
Equipment Description and Location (Exhibit A)
Rental Payment Schedule (Exhibit B)
Acceptance Certificate (Exhibit C)
8038G Questionnaire and IRS Form (Exhibit D)
Insurance Coverage Requirements (Exhibit E)
Mayor and Council Communication (Exhibit F)
Incumbency Certificate of Lessee (Exhibit G)
Opinion of Lessee's Counsel (Exhibit H)
Escrow Agreement (Exhibit I)
Section B (1-10) Tabs
Payment Request Form (Exhibit A to the Escrow Agreement)
Escrow Fund Draw Schedule (Exhibit B to the Escrow Agreement)
Information to Complete the Escrow Agreement (Exhibit C to the Escrow Agreement)
SunTrust Now Account
W-9 IRS Form
Lessee Invoice Information Form
Essential Use Letter
Sales Tax Exemption
Addresses for the Buildings with Energy Improvement Measures
Notice of Assignment
Performance Bond and Dual Obligee Rider — To be Provided Post Closing
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Master Municipal Equipment Lease-Purchase Agreement
This Master Municipal Equipment Lease-Purchase Agreement is made and entered into as of May 30, 2013,
between Ail American Investment Group, LLC, as Lessor, whose address is 730 17th Street #830, Denver, Colorado
80202, and City of Fort Worth, a home-rule municipal corporation situated in Tarrant, Denton, Parker, and Wise
Counties, Texas, as Lessee, whose address is 1000 Throckmorton Street, Fort Worth, Texas 76102.
WITNESSETH:
WHEREAS, Lessee desires to lease and acquire from Lessor certain Equipment (as such term is defined herein), subject to
the terms and conditions hereof:
WHEREAS, in order to effect a reduction in interest rates, Lessee desires to refinance certain equipment leased from Lessor
Pursuant to an Equipment Lease/Purchase Agreement, dated as of July 1, 2008 between the Lessor and the Lessee (The
"2008 Agreement").
NOW, THEREFORE, For and in consideration of the mutual promises and agreements herein contained and other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions: Unless the context otherwise cleariy requires, the following terms shall have the respective
meanings set forth below for all purposes of this Agreement:
`Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit C and which
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shall be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment as provided in Paragraph 8 hereof.
"Additional Payments" means any amounts (other than Rental Payments) required to be paid by Lessee
pursuant to the terms of this Agreement.
"Agreement" means this Master Municipal Equipment Lease-Purchase Agreement, as supplemented and
amended from time to time in accordance with Paragraph 31 hereof.
"Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code
herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder.
"Dated Date" means the date hereinabove first written.
"Equipment" means (a) the equipment identified in the Equipment Schedule, (b) any property acquired in
substitution, renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any of such
equipment and (c) any accessories, equipment, parts and appurtenances appertaining or attached to any of such equipment
or from time to time incorporated therein or installed thereon. Equipment shall include property previously installed and
leased by the Lessee pursuant to the 2008 Agreement as set forth in Schedule A-1.
"Equipment Schedule" means the Equipment Schedule attached hereto as Exhibit A(Schedule A-1 and A-
2) and made a part hereto.
its successors.
"Escrow AgenY' means SunTrust Bank, in its capacity as escrow agent under the Escrow Agreement, and
"Escrow AgreemenY' means the Escrow Agreement, dated as of the Dated Date, among Lessor, Lessee
and Escrow Agent.
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"Escrow Fund" means the fund of that name established and administered pursuant to the Escrow
Agreement.
Agreement No. TE-1975
"Event of Default" is defined in Paragraph 24 hereof.
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� "Event of Non Appropriation" means a nonrenewal of the term of this Agreement by Lessee, determined by
theefailure or refusal of the governing body of Lessee to appropriate moneys sufficient to pay the Rental Payments and
reasonably estimated Additional Payments for the next succeeding Renewal Term as provided herein.
"Fiscal Period" means the annual or biennial period used from time to time by Lessee for its financial
accounting and budgeting purposes. Lessee's current Fiscal Period is set forth in ExhibitA attached hereto.
Period.
"lnitial Term" means the period from the Dated Date to midnight of the last day of Lessee's current Fiscal
"Legally Available Funds" means funds that the governing body of Lessee duly appropriates or are
otherwise legally available for the purpose of making Payments under this Agreement, including moneys held in the Escrow
Fund.
"Lessee" means the entity referred to as Lessee in the first paragraph of this Agreement.
"Lessor" means (a) the entity referred to as Lessor in the first paragraph of this Agreement or (b) any
assignee or transferee of any right, title or interest of Lessor in and to the Equipment, the Escrow Fund or this Agreement
(including Rental Payments) pursuant to Paragraph 27 hereof, but does not include any entity solely by reason of that entity
retaining or assuming any obligation of Lessor to perform hereunder.
condemnation
award.
"Net Proceeds" means the amount remaining from
award after deducting all expenses (including attorneys'
"Payments" means the Rental Payments and the Additional Payments, collectively.
the gross proceeds of any insurance claim
fees) incurred in the collection of such claim
or
or
"Purchase Option Price" means the price determined pursuant to Paragraph 6 hereof at which Lessee may
purchase from Lessor all of the Equipment on any Rental Payment date prior to the scheduled payment of all Rental
Payments to be paid hereunder for the Equipment.
"Purchase Price" means the total cost of the Equipment, including all delivery charges, installation charges,
legal fees, refinancing costs, recording and filing fees and other costs necessary to vest full, clear legal title to the Equipment
in Lessee, subject to the security interest granted to and retained by Lessor as set forth in this Agreement, and otherwise
incurred in connection with the financing provided by the lease-purchase of the Equipment as herein provided.
"Renewal Term" means each successive period, in addition to the Initial Term, that is coextensive with
Lessee's Fiscal Period and for which Lessee has extended the term of this Agreement as provided in Paragraph 3 hereof.
"Rental Payments" means the amounts (allocable to a principal component and an interest component)
payable by Lessee pursuant to Paragraph 4 nereof, as payments for the Purchase Price for the Equipment as set forth in
Exhibit B attached hereto.
"State" means the State identified in Exhibit A attached hereto.
2. Agreement to Lease-Purchase Equipment: Lessee hereby agrees to acquire, purchase, refinance and
lease all the Equipment from Lessor, and Lessor hereby agrees to sell, transfer, refinance and lease all the Equipment to
Lessee, all on the terms and conditions set forth in this Agreement, and as illustrated on Exhibit A Application of Proceeds.
3. Term: The Initial Term shall commence as of the Dated Date and expire at midnight on the last day of
Lessee's current Fiscal Period. Beginning at the expiration of the Initial Term, the term of this Agreement shall automatically
be extended upon the successive appropriation by Lessee's governing body of amounts sufficient to pay Rental Payments
and reasonably estimated Additional Payments during the next succeeding Renewal Term in the number of Renewal Terms,
each coextensive with Lessee's Fiscal Period, as are necessary for all Rental Payments identified on Exhibit 8 hereto to be
paid in fu�l, unless this Agreement is terminated as provided in Paragraph 25 hereof.
The term of this Agreement will expire upon the first to occur of
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occurs,
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(a) the expiration of the Initial Term or any Renewal Term during which an Event of Non-Appropriation
(b) the day after the last scheduled Rental Payment shown on Exhibit 8 hereto is paid in full, as well as
any and all other Additional Payments due under the Agreement are paid in full,
(c) the day after the Purchase Option Price is paid in full pursuant to Paragraph 6 hereof, except as
otherwise therein provided, or
(d) an Event of Default and a termination of Lessee's rights under this Agreement as provided in
Paragraph 24 hereof.
4. Rental Payments: Lessee hereby agrees to pay Rental Payments for the Equipment from and after the
Dated Date (but only from Legally Available Funds) to Lessor at Lessor's mailing address set forth above (or at such other
address as may be designated from time to time pursuant to Paragraph 27 hereof) in the amounts and on the dates specified
in Exhibit 8 attached hereto. Rental Payments made by check will be accepted subject to collection.
Lessee's obligation to make Rental Payments and to pay any Additional Payments payable under this
Agreement constitutes a current obligation payable exclusively from Legaliy Available Funds and shall not be construed to
be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not
pledged its full faith and credit or its taxing power to make any Rental Payments or any Additional Payments under this
Agreement, and Lessee shall not permit any person or entity (including the federal government) to guarantee any Rental
Payments under this Agreement.
5. Agreement to Seek Appropriations; Notice of Event of Non-Appropriation: Lessee agrees that its
governing body will do all things lawfully within its power
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(a) to include amounts to make Payments hereunder in each annual or biennial budget (as appropriate)
to be submitted to Lessee's governing body and
(b) to use best efforts to obtain and maintain funds from which Payments under this Agreement may be
made. In the Event of Non-Appropriation this Agreement shail terminate, in whole, but not in part, as to all Equipment
effective upon the last day of the Fiscal Period for which funds were appropriated.
Lessee hereby agrees to notify Lessor immediately (and in no case later than 30 days prior to the last day of
its then current Fiscal Period) of the occurrence of an Event of Non-Appropriation.
6. Purchase Option: Lessee is hereby granted the option to purchase the Equipment (in whole but not in
part), prior to the scheduled payment of the Rental Payments in full pursuant to this Agreement, on each Rental Payment
date at a price equal to any Rental Payments due and the Purchase Option Price plus any Additional Payments shown for
the Rental Payment date on which such purchase is to be effective under the column titled Purchase Option Price" on Exhibit
8 hereto. To exercise the option granted under this Paragraph 6, Lessee shall give Lessor a written notice exercising such
option and designating the Rental Payment date on which such purchase is to be effective and the applicable Purchase
Option Price, which notice shall be delivered to Lessor at least thirty (30) days in advance of the proposed purchase date.
The purchase option herein granted may be exercised by Lessee whether or not one or more Events of Default have
occurred and are then continuing at the time of such exercise; provided, however, that the purchase of the Equipment upon
the exercise of such option during the continuance of an Event of Default shall not limit, reduce or otherwise affect liabilities
or obligations that Lessee has incurred as a resuit of such Event of Default or otherwise terminate the term of this Agreement
notwithstanding anything in this Agreement to the contrary.
Immediately upon any such purchase being made, Lessor shall execute all documents necessary to confirm
in Lessee free and unencumbered title in and to the Equipment (including but not limited to bilis of sale), but without
warranties and in "where-is"," as-is" condition, and release Lessor's security interest in the Equipment and shall deliver such
documents to Lessee. Lessor sha►I further cooperate in providing for the filing of any necessary releases or other similar
documents.
t 7. Essentiality: Lessee's present intention is to make Rental Payments and Additional Payments for the Initial
Term and all Renewal Terms as long as it has Legally Available Funds. In that regard, Lessee represents that (a) the use
and operation of the Equipment is essential to its proper, efficient and economic governmental operation and (b) the
functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not
intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including any
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Renewal Terms) scheduled to be paid hereunder. Lessee does not intend to sell or otherwise dispose of the Equipment or
any interes� therein prior to the last Rental Payment (including any Renewal Terms) scheduled to be paid hereunder.
8. Delivery and Installation: Lessee shall select the type, quantity and supplier of each item of Equipment
designated in Exhibit A hereto, then cause the Equipment to be ordered, delivered and installed at the location specified on
Exhibit A and pay any and all delivery and installation costs in connection therewith. Lessor shall have no liability for any
delay in delivery or failure by tne supplier to deliver any Equipment or to fill any purchase order or meet the conditions
thereof. Lessee, at its expense, will pay or cause the supplier to pay all transportation, packing, taxes, duties, insurance,
installation, testing and other charges in connection with the delivery, installation and use of the Equipment. As soon as
practicable after receipt of the Equipment, Lessee shall furnish Lessor with an Acceptance Certificate. Execution of the
Acceptance Certificate by any employee, official or agent of Lessee having authority in the premises or having managerial,
supervisory or procurement duties with respect to equipment of the same general type as the Equipment shall constitute
acceptance of the Equipment on behalf of Lessee. Regardless of whether Lessee has furnished an Acceptance Certificate
pursuant to this Paragraph 8, by making a Rental Payment after its receipt of the Equipment pursuant to this Agreement,
Lessee shall be deemed to have accepted the Equipment on the date of such Rental Payment for purposes of this
Agreement. All Rental Payments paid prior to delivery of the Acceptance Certificate shall be credited to Rental Payments as
they become due as shown on the Rental Payment Schedule attached as Exhibit B hereto.
Lessee understands and agrees that neither the manufacturer, seller or supplier of any Equipment, nor any
salesman or other agent of any such manufacturer, seller or supplier, is an agent of Lessor. No salesman or agent of the
manufacturer, seller or supplier of any Equipment is authorized to waive or alter any term or condition of this Agreement, and
no representation as to Equipment or any other matter by the manufacturer, seller or supplier of any Equipment shall in any
way affect Lessee's duty to pay the Rental Payments and perform its other obligations as set forth in this Agreement.
Lessee hereby acknowledges that it has or will have selected the Equipment identified on Exhibit A hereto using its own
criteria and not in reliance on any representations of Lessor, and acknowledges and agrees that the Equipment is of a size,
design and capacity selected by Lessee..
9. Disclaimer of Warranties: Any authorized assignee of Lessor, not being the manufacturer, seller or
supplier of any of the equipment, nor a dealer in any of such equipment, has not made and does not make any warranty,
representation or covenant, express or implied, as to any matter whatever, including but not limited to: the merchantability of
the equipment or its fitness for any particular purpose, the design or condition of the equipment, the quality or capacity of the
equipment, the workmanship in the equipment, compliance of the equipment with the requirement of any law, rule,
specification or contract pertaining thereto, patent infringement or latent defects. Lessee accordingly agrees not to assert
any claim whatsoever against Lessor based thereon. Lessee further agrees, regardless of cause, not to assert any claim
whatsoever against Lessor for any direct, indirect, consequential, incidental or special damages or loss, of any classification.
Lessor shall have no obligation to install, erect, test, adjust, service or maintain any Equipment. Lessee shall look solely to
the manufacturer, seller and/or supplier for any and all claims related to the Equipment. Lessee acquires, purchases and
leases the Equipment "where-is", "as is" and "with all faults".
Lessor hereby acknowledges that the warranties of the manufacturer, seller and/or supplier of the
Equipment, if any, are for the benefit of Lessee.
10. Title to Equipment: During the term of this Agreement, title to the Equipment shall be vested in Lessee,
subject to the rights of Lessor under this Agreement, unless Lessor terminates this Agreement pursuant to Paragraph 25
hereof or an Event of Non-Appropriation occurs, in which event title to the Equipment shall immediately vest in Lessor free
and clear of any right, title or interest of Lessee. Lessee, at its expense, will protect and defend Lessee's title to the
Equipment and Lessor's rights and interests therein and wili keep the Equipment free and clear from any and ali claims,
liens, encumbrances and legal processes of Lessee's creditors and other persons. All items of Equipment shall at all times
be and remain personal property notwithstanding that any such Equipment may now or hereafter be affixed to realty.
11. Tax Covenants; Tax Indemnity Payments: Lessee agrees that it will not take any action that would cause
the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the Lessor
or its assigns thereof for federal income tax purposes, nor wiil it omit to take or cause to be taken, in timely manner, any
action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the
exclusion from gross income of the owner or owners thereof for federal income tax purposes. Lessee agrees to complete in
� a timely manner an information reporting return (either Form 8038-G or Form 8038-GC, as appropriate) in the form attached
as Exhibit D hereto with respect to this Agreement as required by the Code.
Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property,
including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to
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' be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no
matter wh�re held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or
ind;rectly Rental Payments under this Agreement, other than the Escrow Fund and a fund established to make Rental
Payments that will not earn $100,000 or more in one year. Lessee certifies and covenants to the owners from time to time of
Lessor's interests in this Agreement that, so long as any Rental Payments remain unpaid hereunder, moneys on deposit in
the Escrow Fund will not be used in a manner that will cause this Agreement to be classified as "arbitrage bonds" within the
meaning of Section 148(a) of the Code.
If Lessee intentionaliy breaches the covenant contained in this Paragraph 11, the interest component of
Rental Payments may become includible in gross income of the Lessor or its assigns thereof for federal income tax
purposes. In such event, Lessee agrees to pay promptly after any such determination of taxability and on each Rental
Payment date thereafter to Lessor an additional amount determined by Lessor to compensate the Lessor for the loss of such
excludability (including, without limitation, compensation relating to interest expense, penalties or additions to tax).
It is Lessor's and Lessee's intention that this Agreement not constitute a"true" lease for federal income tax
purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for
federal income tax purposes.
12. This Section intentionally left blank.
13. Use of Equipment, Inspection and Reports: During the term of this Agreement, Lessee shall be entitled
to quiet enjoyment of the Equipment and may possess and use the Equipment in accordance with this Agreement, provided
that Lessee is in compliance in all respects with the terms of this Agreement and that such possession and use are in
conformity with all applicable laws, any insurance policies and any installation requirements (including environmental
specifications) or warranties of the manufacturer, seller and/or supplier with respect to the Equipment. Lessee shall provide
all permits and licenses, if any, necessary for the instaliation and operation of the Equipment. Lessor shall have the right,
upon reasonable prior notice to Lessee and during regular business hours, to inspect the Equipment at the premises of
Lessee or wherever the Equipment may be located. Lessee shall promptly notify Lessor of any alleged encumbrances on
the Equipment or any accident allegedly resulting from the use or operation thereof or any claim relating thereto.
During the term of this Agreement and at Lessor's request, Lessee shall provide Lessor, no later than ten
days prior to the end of each Fiscal Period (commencing with the Lessee's current Fiscal Period), with current budgets or
other proof of appropriation for the ensuing Fiscal Period and such other information relating to Lessee's ability to continue
the term of this Agreement for the next succeeding Renewal Term as may be reasonably requested by Lessor.
During the term of this Agreement, Lessee shall furnish or cause to be furnished to Lessor, at Lessee's
expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Period, the audited
financial statements of Lessee as at the close of and for such Fiscal Period, all in reasonable detail, audited by and with the
report of Lessee's auditor.
14. Security Agreement; Further Assurances: To secure the performance of all of Lessee's obligations
hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first lien on
(a) the Equipment delivered hereunder, on all attachments, repairs, replacements and modifications thereto or therefore and
on any proceeds therefrom and (b) moneys and investments held from time to time in the Escrow Fund and any proceeds
therefrom. Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of
counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to
establish and maintain its security interest in the Equipment and in the moneys and investments in the Escrow Fund or for
the confirmation or perfection of this Agreement and Lessor's rights hereunder.
Lessor is hereby authorized to file financing statements in accordance with the applicable Uniform
Commercial Code.
Under the laws of the State of Texas, each pledge, assignment, lien or other security interest made to
secure any prior obligation which ranks on a parity with or prior to the security interest granted under this Paragraph, , is and
shall be prior to any judicial lien hereafter imposed on such collateral to enforce a judgment against the Lessee. Lessor wiil
have filed all financing statements for the Lessee no later than the Acceptance Date, and transferred such possession or
control over, such collateral (and for so long as any is outstanding will file, continue and amend all such financing statements
� and transfer such possession and control) as may be necessary to establish and maintain such priority in each jurisdiction in
which the collateral may be located or that may otherwise be applicable pursuant to Uniform Commercial Code 9.301 —
9.306 of such jurisdiction.
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" 15. Risk of Loss: All risk of loss, damage, theft or destruction to each item of Equipment shall be borne by
�essee. N`o such loss, damage, theft or destruction of the Equipment, in whole or in part, shall impair the obligations of
Lessee hereunder (including, but not limited to, the obligation to pay Rental Payments when due), all of which shall continue
in full force and effect subject to the terms of this Agreement. If (a) the Equipment or any portion thereof is destroyed (in
whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part
thereof is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and
Lessor shall cause the Net Proceeds of any insurance claim or condemnation award to be applied, at Lessor's option, to (i)
the prompt repair, restoration, modification or replacement of the Equipment or (ii) the payment in full of the then applicable
Purchase Option Price. Any balance of Net Proceeds remaining after completion of such work or payment of such Purchase
Option Price shall be paid promptly to Lessee. If the Net Proceeds are insufficient to pay the costs of such repair,
restoration, modification or replacement or to pay such Purchase Option Price in fuli, Lessee shall, at Lessor's direction,
either complete the work or pay the then applicable Purchase Option Price in full and in either case pay any cost in excess of
the amount of Net Proceeds, but only from Legally Available Funds.
16. insurance: In the event that Lessee is not self-insured as hereinafter provided, Lessee, at its expense,
shall throughout the term of this Agreement keep the Equipment insured against theft, fire, collision (in the case of vehicles)
and such other risks as may be customary for each item of Equipment in the amounts and for the coverage set forth in
Exhibit E hereto, with carriers acceptable to Lessor, under a policy or policies containing a loss payable endorsement in favor
of Lessor, and affording to Lessor such additional protection as Lessor shall reasonably require. Lessee shall further, at its
expense, maintain in effect throughout the term of this Agreement a policy or policies of comprehensive public liability and
property damage insurance in the amounts and for the coverage set forth in Exhibit E hereto, with carriers satisfactory to
Lessor. All such insurance shall name Lessor as an additional insured. The policies required hereby shall provide that they
may not be canceled or materially altered without at least 30 days prior written notice to Lessor. Lessee shall deliver to
Lessor copies or other evidence satisfactory to Lessor of each insurance policy and each renewal thereof. Failure by Lessor
to request evidence of such insurance policies or renewals, or otherwise to verify the existence of such insurance, shall not
constitute a waiver of the requirements hereof. Lessor shall have the right, on behalf of itself and Lessee, to make claim for,
receive payment of and execute and endorse all documents, checks or drafts received in payment for loss or damage under
said insurance policies. If Lessee is self-insured with respect to equipment such as the Equipment, Lessee shall maintain
during the term of this Agreement an actuarially sound self-insurance program in form satisfactory to Lessor and shall
provide evidence thereof in form and substance satisfactory to Lessor.
17. Maintenance and Repairs: Lessee shall use the Equipment in a careful and proper manner, in compliance
with all applicable laws and regulations and, at its expense, keep and maintain the Equipment in good repair and working
order, performing all maintenance and servicing necessary to maintain the value of the Equipment, reasonable wear and tear
excepted. Without the prior written consent of Lessor, Lessee shall not make any alterations, modifications or attachments
to the Equipment which cannot be removed without materially damaging the functional capabilities or economic value of the
Equipment.
18. Taxes: Unless Lessee has provided Lessor with evidence necessary to sustain an exemption therefrom,
Lessee shall timely pay all assessments, license fees, taxes (including sales, use, excise, personal property, ad valorem,
stamp, documentary and other taxes) and all other governmental charges, fees, fines or penalties whatsoever, whether
payable by Lessor or Lessee, now or hereafter imposed by any governmental body or agency on or relating to the
Equipment, the Escrow Fund, the Rental Payments or the use, registration, rental, shipment, transportation, delivery,
ownership or operation of the Equipment and on or relating to this Agreement; provided, however, that the foregoing shall
not include any federal, state or local income or franchise taxes of Lessor.
19. Lessor's PerFormance of Lessee's Obligations: If Lessee shall fail to duly and promptly perform any of
its obligations hereunder, Lessor may, at its option, perform any act or make any payment that Lessor deems necessary for
the maintenance and preservation of the Equipment and Lessor's interests therein, including, but not limited to, payments for
satisfaction of liens, repairs, taxes, levies and insurance. All expenses incurred by Lessor in performing such acts and all
such payments made by Lessor together with late charges as provided in Paragraph 20 below, and any reasonable legal
fees incurred by Lessor in connection therewith, shall be payable by Lessee to Lessor on demand. The performance of any
act or payment by Lessor as aforesaid shall not be deemed a waiver or release of any obligation or default on the part of
�' Lessee.
20. Late Charges: Lessor shall have the right to require late payment charges or charge interest in accordance
with the Texas Government Code, Title 10, Chapter 2251.
C.�
21. Indemnification: To the extent permitted by law, Lessee assumes liability for, agrees to and does hereby
,ndemnify, protect and hold harmless Lessor and its agents, employees, officers, directors, parents, subsidiaries and
sto�kholders from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties,
actions, costs and expenses (including reasonable attorney's fees), of whatsoever kind and nature, arising out of the use,
condition, operation, ownership, selection, delivery, storage, leasing or return of any item of Equipment, regardless of where,
how and by whom operated, or any failure on the part of Lessee to accept the Equipment or otherwise to perform or comply
with any conditions of this Agreement. The indemnities and assumptions of liabilities and obligations herein provided for
shall continue in full force and effect notwithstanding the expiration or termination of the term of this Agreement. Lessee is
an independent contractor and nothing contained herein shall authorize Lessee or any other person to operate any item of
Equipment so as to incur or impose any liability or obligation for or on behalf of Lessor. Notwithstanding anything herein to
the contrary, any indemnity amount payable by Lessee pursuant to this Paragraph 21 shall be payable solely from Legally
AVallabl2 Fu1ldS aCtd Oflly t0 th2 eXtellt aUthOt'IZed by IaW. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO
REQUIRE LESSEE TO CREATE A SINKING FUND OR TO ACCESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS
PARAGRAPH.
22. No Offset; Unconditional Obiigation: This Agreement is "triple net" and Lessee's obligation to pay all
Rental Payments and Additional Payments hereunder shall be absolute and unconditional under any and all circumstances
subject to the terms and conditions of this Agreement. Without limiting the generality of the foregoing, Lessee shall not be
entitled to any abatement of rent or reduction thereof or setoff against rent, including, but not limited to, abatements,
reductions or setoffs due to any present or future claims of Lessee against Lessor hereunder or otherwise; nor, except as
otherwise expressly provided herein, shall this Agreement terminate, or the respective obligations of Lessor or Lessee be
otherwise affected, by reason of any defect in or damage to or loss or destruction of all or any of the Equipment from
whatsoever cause, the taking or requisitioning of the Equipment by condemnation or otherwise, the lawful prohibition of
Lessee's use of the Equipment, the interference with such use by any private person or corporation, the invalidity or
unenforceability or lack of due authorization or other infirmity of this Agreement, or lack of right, power or authority of Lessor
to enter into this Agreement or any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or
Lessee or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary
�otwithstanding, it being the intention of the parties hereto that the Rental Payments and Additional Payments payable by
Lessee hereunder shall continue to be payable in all events unless the obligation to pay the same shall expire or be
terminated pursuant hereto (including upon the occurrence of an Event of Non-Appropriation) or until the Equipment has
been returned to the possession of Lessor as herein provided (for all purposes of this Agreement any item of Equipment
shall not be deemed to have been returned to Lessor's possession until all of Lessee's obligations with respect to the return,
transportation and storage thereof have been performed). To the extent permitted by applicable law, Lessee hereby waives
any and all rights that it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to
terminate, cancel, quit or surrender this Agreement or any of the items of Equipment except in accordance with the express
terms hereof.
23. Representations and Warranties of Lessee: Lessee hereby represents and warrants to and agrees with
Lessor that:
(a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code.
(b) Lessee has the power and authority under applicable law to enter into the transactions
contemplated by this Agreement and the Escrow Agreement and has been duly authorized to execute and deliver this
Agreement and the Escrow Agreement and to carry out its obligations hereunder and thereunder. Attached hereto as Exhibit
F is a fuil, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically
authorizing Lessee to execute and deliver this Agreement and the Escrow Agreement. Attached hereto as Exhibit G is a full,
true and correct copy of an Incumbency Certificate relating to the authority of the officers who have executed and delivered
this Agreement and the Escrow Agreement on behalf of Lessee, and attached hereto as Exhibit H is a fuli, true and correct
copy of an opinion of Lessee's legal counsel regarding the legal, valid and binding nature of this Agreement and the Escrow
Agreement on Lessee and certain other related matters.
(c) All requirements have been met and procedures have occurred in order to ensure the enforceability
t of this Agreement and the Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as
may be applicable to the transactions contemplated by this Agreement and the Escrow Agreement.
(d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that
in any way limits, restricts or prevents Lessee from entering into this Agreement or the Escrow Agreement or performing any
7
�f its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency,
reorganization or other laws affecting creditors' rights generally.
(e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of
Lessee is there any basis therefore, wherein an unfavorable decision, ruling or finding would materially adversely affect the
transactions contemplated by this Agreement, the Escrow Agreement or any other agreement or instrument to which Lessee
is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this
Agreement and the Escrow Agreement. All authorizations, consents and approvals of governmental bodies or agencies
required in connection with the execution and delivery by Lessee of this Agreement and the Escrow Agreement or in
connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained.
(f) The payment of the Rental Payments or any portion thereof is not (under the terms of this
Agreement, the Escrow Agreement or any underlying arrangement) directly or indirectly (i) secured by any interest in
property used or to be used in any activity carried on by any person other than a state or local governmental unit or
payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in
respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or
local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other
than a state or local governmental unit. No portion of the Purchase Price for the Equipment will be used, directly or
indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other
service contract with respect to the use and operation of the Equipment.
(g) The entering into and performance of this Agreement and the Escrow Agreement will not violate
any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result
in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment or
the Escrow Fund pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to
which Lessee is a party or by which it or its assets may be bound, except as herein provided.
(h) Lessee is acquiring the Equipment for use within its geographical boundaries.
(i) The useful life of the Equipment will not be less than the stated full term of this Agreement.
(j) Lessee has entered into this Agreement and the Escrow Agreement for the purpose of purchasing,
acquiring, refinancing and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee
more than 90 days in advance of its payment or prepayment date. The Purchase Price for the Equipment will be paid
directly by Escrow Agent from the Escrow Fund to Johnson Controls Inc., and no portion of the Purchase Price for the
Equipment will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the
execution and delivery of this Agreement.
(k) Lessee has made sufficient appropriations or has other �egally Available Funds to pay all Rental
Payments due during the Initial Term.
24. Events of Default: Each of the following events constitutes an "Event of Default" hereunder:
(a) Lessee fails to pay in full the Rental Payment due on any date upon which such Rental Payment is
due( other than by virtue of an Event of Non-Appropriation);
(b) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of
30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be
remedied;
(c) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law
or a receiver or similar officer is appointed for Lessee or any of its property;
(d) any warranty, representation or statement that Lessee made in writing in connection with this
Agreement is found to be deliberately incorrect or intentionally misleading in any material respect on the date made; or
:
(e) actual or attempted sale, lease or encumbrance of any of the Equipment as described in Section 7,
above or the making of any levy, seizure or attachment thereof or thereon.
(f) if Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably
determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest
paid under this Agreement from its Federal gross income.
25. Repossession and Lessor's Other Rights Upon Event of Default or Event of Non-Appropriation:
Immediately upon the occurrence of an Event of Default or immediately after the expiration of the Initial Term or any Renewal
Term during which an Event of Non-Appropriation occurs, Lessor may terminate this Agreement or Lessee's rights
hereunder and in any such event repossess the Equipment, which Lessee hereby agrees to surrender to Lessor at a location
within 100 mile radius as Lessor shall direct. Such right of repossession and other rights as specifically provided in this
Paragraph 25 shall constitute the sole remedies for Lessee's failure to make Payments or otherwise perform its obligations
when required hereunder. If Lessor is entitled to repossess the Equipment hereunder, Lessee shall permit Lessor or its
agents to enter the premises where the Equipment is then located. In the event of any such repossession, Lessee shall
execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to
Lessor, free and clear of all liens and security interests to which the Equipment may have become subject.
Any termination of this Agreement at Lessor's option as provided in this Paragraph 25 shall take effect at the
end of the Initial Term or the Renewal Term then in effect, unless Lessor and Lessee mutually agree to an earlier date.
Upon repossession, if the Equipment is damaged or otherwise made less, suitable for the purposes for
which it was manufactured than when delivered to Lessee, Lessee agrees, at Lessor's option, to: (a) repair and restore the
Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (b) pay to
Lessor the reasonable costs of such repair and restoration.
If Lessor terminates this Agreement pursuant to this Paragraph 25 or an Event of Non-Appropriation occurs
and Lessee continues to use the Equipment after the Initial Term or any Renewal Term during which the Event of Default or
Event of Non-Appropriation occurs or if Lessee otherwise refuses to pay Rental Payments due during a Renewal Term for
which Lessee's governing body has appropriated sufficient Legally Available Funds to pay such Rental Payments, Lessor
shall be entitled to bring such action at law or in equity to recover damages, which shall include but not be limited to
reasonable attorney's fees, attributable to such holdover period for the Equipment that Lessee continues to use.
Lessor shall also be entitled to exercise any or all remedies available to a secured party under the
applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity, including
the exercise of any rights and remedies to which Lessor is entitled with respect to the Escrow Fund under the Escrow
Agreement and hereunder.
No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or
at law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given
hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently
therewith or from time to time.
No waiver of or delay or omission in the exercise of any right or remedy herein provided or otherwise
available to Lessor shall impair, affect or be construed as a waiver of its rights thereafter to exercise the same. Any single or
partial exercise by Lessor of any right hereunder shall not preclude any other or further exercise of any right hereunder.
Lessor and Lessee agree and understand that Lessee does not waive or surrender any of its governmental
powers, privileges or immunities by execution of this Agreement.
26. No Sale, Assignment or Other Disposition by Lessee: During the Initial Term and any Renewal Terms of
this Agreement, Lessee agrees not to
(a) sell, assign, transfer, lease, sublease, pledge or otherwise encumber or suffer a lien or
encumbrance upon or against any interest in this Agreement, the Escrow Agreement (including the Escrow Fund
thereunder) or the Equipment,
(b) remove the Equipment from its Equipment Location identified in ExhibitA hereto or
(c) enter into any contract or agreement with respect to the use and operation of any of the Equipment
by any person other than Lessee, without Lessor's prior written consent in each instance. Lessee shall at all times remain
� liable for the performance of the covenants and conditions on its part to be performed, notwithstanding any assigning,
transferring or other conveyance that may be made with such consent. Lessee shall take no action that may adversely affect
the excludability from gross income for federal income tax purposes of any portion of the interest component of the Rental
Payments.
w7
27. Assignment by Lessor: Lessor may, at any time and from time to time, assign, transfer or otherwise
convey all.or any part of its interest in the Equipment or the Escrow Fund, this Agreement or the Escrow Agreement,
incl,uding Lessor's rights to receive the Rental Payments or any part thereof (in which event Lessee agrees to make all
Rental Payments thereafter to the assignee designated by Lessor). No such assignment, transfer or conveyance shall be
effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such
assignee. Lessee agrees, if so requested, to acknowledge each such assignment in writing within 15 days after request
therefore, but such acknowiedgment shall in no way be deemed necessary to make any assignment effective. Lessee
further agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or
conveyance shall not inure to Lessee's benefit.
r
28. Costs: Lessee shall pay Lessor all reasonable costs and expenses, including reasonable attorney's fees
and costs related to repossession of the Equipment and the exercise of remedies with respect to the Escrow Fund, incurred
by Lessor in enforcing any of the terms, conditions or provisions of this Agreement and the Escrow Agreement.
29. Severability: If any provision of this Agreement is or becomes invalid, illegal or unenforceable, such
invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, which shall be valid and
enforceable to the fullest extent permitted by law.
30. Notices: All notices, reports and other documents provided for in this Agreement shall be deemed to have
been given or made when delivered (including by electronic transmission) or three days after being mailed by certified mail,
postage prepaid, addressed to Lessor or Lessee at their respective mailing addresses set forth above or such other
addresses as either of the parties hereto may designate in writing to the other from time to time for such purpose.
31. Amendments: This Agreement, the Escrow Agreement and the Exhibits attached hereto constitute the
entire agreement between Lessor and Lessee with respect to the Equipment and the subject matter hereof. No term or
provision of this Agreement may be changed, waived, amended or terminated except by a written agreement signed by both
Lessor and Lessee, except that Lessor may insert the serial number on Exhibit A hereto of any item of Equipment after
delivery thereof.
32. Construction: This Agreement shall in all respects be governed by and construed in accordance with the
laws of the State in which Lessee is located. The titles of the Paragraphs of this Agreement are for convenience only and
shall not define or limit any of the terms or provisions hereof. Time is of the essence of this Agreement in each of its
provisions.
33. Parties: The provisions of this Agreement shall be binding upon, and (subject to the limitations of
Paragraph 26 hereof) shall inure to the benefit of, the assigns, representatives and successors of Lessor and Lessee. If
more than one Lessee is named in this Agreement, the liability of each shall be joint and several.
34. Counterparts: This Agreement may be executed in several counterparts, each of which when executed
shall be deemed to be an original, but all together shall constitute but one and the same agreement.
35. Interest: If under applicable law any part of the Rental Payments is deemed or determined to be imputed
interest, finance charges or time-price differential (`7nierest), Lessor and Lessee agree that the Rental Payments shall be
deemed to be level payments of principal and Interest, with such Interest accruing on principal amounts outstanding from
time to time. The rate of such Interest is not intended to exceed the maximum rate or amount of interest permitted by
applicable law. If the Interest exceeds such maximum, then at Lessor's option, if permitted by law, the Interest payable will
be reduced to the legally permitted maximum amount of interest, and any excessive Interest will be used to reduce the
principai amount of Lessee's obligation or be refunded to Lessee.
36. Escrow Agreement:
(a) In order to provide financing for the costs to acquire the Equipment, Lessor and Lessee hereby agree to
execute and deliver the Escrow Agreement, substantialiy in the form of Exhibit I hereto, on the date of execution and delivery
of this Agreement.
(b) If an Event of Non-Appropriation occurs prior to Lessee's acceptance of all the Equipment, the
�mount then on deposit in the Escrow Fund shall be applied to prepay the unpaid principal component of the Rental
Payments in whole on the first business day of the month next succeeding the occurrence of such event plus accrued
interest to the prepayment date; provided, however, that the amount to be prepaid by Lessee pursuant to this Paragraph 36
10
-shall first be paid from moneys in the Escrow Fund and then from Legally Available Funds and other moneys available for
uch purpo.�e as a result of the exercise by Lessor of its rights and remedies under this Agreement. Any funds on deposit in
the ,Escrow Fund on the prepayment date described in this subparagraph (b) in excess of the unpaid principal component of
the Rental Payments to be prepaid plus accrued interest thereon to the prepayment date shall be paid promptly to Lessee.
(c) To the extent that Lessee has not accepted any items of Equipment before the eighteen-month
anniversary of the Dated Date, unless a written extenstion to the Escrow Agreement has been negotiated and mutally
agreed to by Lessee and Lessor, the amount then on deposit in the Escrow Fund shall be applied to prepay the unpaid
principal component of the Rental Payments in part, in inverse order of Rental Payments, on the first business day of the
next month plus accrued interest to the prepayment date; provided, however, that the amount to be prepaid by Lessee
pursuant to this Paragraph 36 shall first be paid from moneys in the Escrow Fund and then from Legally Available Funds.
Notwithstanding any such partial prepayment, this Agreement shall remain in full force and effect with respect to the portion
of the Equipment accepted by Lessee during such eighteen-month period, and the portion of the principal component of
Rental Payments remaining unpaid after such prepayment plus accrued interest thereon shall remain payable in accordance
with the terms of this Agreement.
END OF PAGE INTENTIONALLY LEFT BLANK SIGNAUTRE PAGE TO FOLLOW
�
Lessee hereby acknowledges that it has read and understands this Agreement.
In Witness Whereof, Lessor and Lessee have each caused this Agreement to be duly executed
and delivered as of the date first above written.
Lessee: City of Fort Worth
__i����QM.�O ��4I�—�
Fernando Costa
Assistant City Manager
Date:
30. 2013
Approved as to Form and Legality:
�ylyc c -ZcZr3
y-LI-1'3
Douglas W. Black
Assistant City Attorney
Date:
Mav 30. 2013
Lessor: All American Investment Group, LLC
Signature:
�L
Name Printed: Cheri A. Cattoor
Title: Chief Operatinq Officer
Date:
30. 2013
I_1
Mar�dJ. Kayser
City Secretary
Date:
Recommended by:
�� �J, � �
� Douglas Wiersig, PE
Director ransportation & Public
.r� L
i�
0
Department
�
Date: Mav 30, 2013
Attest:
Signatur�
1
Name Pr1�1
Lisa Albrech
�
Title: First Vice President
Date: May 30, 2013
12
� �, �.�
,
� � :v
�}
LIST OF CLOSING DOCUMENTS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19
20
21
Master Municipal Equipment Lease-Purchase Agreement
Equipment Description and Location (Exhibit A)
Rental Payment Schedule (Exhibit B)
Acceptance Certificate (Exhibit C)
8038G Questionnaire and IRS Form (Exhibit D)
Insurance Coverage Requirements (Exhibit E)
Mayor and Council Communication (Exhibit F)
Incumbency Certificate of Lessee (Exhibit G)
Opinion of Lessee's Counsel (Exhibit H)
Escrow Agreement (Exhibit I)
Payment Request Form (Exhibit A to the Escrow Agreement)
Escrow Fund Draw Schedule (Exhibit B to the Escrow Agreement)
Information to Complete the Escrow Agreement (Exhibit C to the Escrow Agreement)
SunTrust Now Account
W-9 IRS Form
Lessee Invoice Information Form
Essential Use Letter
Sales Tax Exemption
Addresses for the Buildings with Energy Improvement Measures
Notice of Assignment
Performance Bond and Dual Obligee Rider — To be Provided Post Closing
12
Agreement No. TE-1975
EXHIBIT A
EQUIPMENT DESCRIPTION AND LOCATION
1. Description of the Equipment: Refinaning Phase IV of the JOHNSON CONTROLS INC. Energy Performance
Contract with the addition of Phase VII JOHNSON CONTROLS INC. Energy Performance Contract. Please refer to
the attached Schedule A-1 Scope of Work and Schedule A-2 Scope of Workfor a detailed description.
Application of Lease Proceeds:
Refinance of Phase IV ................$7,487,857.30
New Financinp for Phase VII ........$10,955,452.00
Tota I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18, 443, 309. 30
2.
3.
4.
Serial Number(s) * (if available/applicable):
Equipment Location: throughout the City of Fort Worth, Texas
For purposes of the Agreement, "State" means the State of Texas.
5. Lessee's current Fiscal Period extends from October 1 to September 30.
Lessee: City of Fort Worth
�it�
��
Fernando Costa
Assistant City Manager
Date:
1
Recommended by:
,,
/,_ �, � J l,J
W. Wiersig, PE
Transportation & P
Department
� :%:�;:� �: -.
�
Lessee authorizes
, � ,, ��ir
; �
_ ' ,�
ent.
��-,
to Form and Legality:
Douglas W. Black
Assistant City Attc
..
L--
.�
provided in
�s
13
■3
�
Schedule A-1
Agreement No. TE-1975
SCOPE OF WORK PHASE IV
SUMMARY OF WORK:
The following UCRM's will be included in this Agreement:
UCRM # UCRM Description
1.3 Lighting Improvements
2.3 HVAC Improvements
3.3 HVAC Control System Improvements
4.3 Water Conservation
5.3 Power Factor Correction
�
FACILITIES:
The fol!owing 90 facilities will be included in this Agreement:
ear
Dept Facility Name Street Address Built Cond. SF
TPW Municipal Parking Garage 913 Taylor St. 1966 16,200
Police NW.FOB, N.Division HQ 2500 N. Houston St. 1981 7,379
Police NW.FOB, W.Division HQ, NPD.11 3525 Marquita St. 1991 12,500
Poiice SE.FOB, S.Division HQ, NPD.09 3128 W. Bolt St. 1990 15,000
Police SE.FOB, E.Division HQ, NPD.05 5650 E. LancasterAve. 1991 11,000
Police Police Administration 350 Belknap 1982 181,481
Fire Support Svcs. - Fire Alarm 2930 W. Boit St. 2000 800
Fire Battalion No.1, Fire Station No.04 2950 Old Mansfield Rd. 1971 4,200
Fire Battalion No.1, Fire Station No.10 3209 Hemphill St. 1983 8,000
Fire Battalion No.1, Fire Station No.17 212 E. Felix St. 1966 4,160
Fire Battalion No.1, Fire Station No.21 3501 S. Hili Drive 1968 5,373
Fire Battalion No.1, Fire Station No.28 1224 Everman Pkwy. 1971 4,407
Fire Battalion No.1, Fire Station No.29 6400 Westcreek Dr. 1980 6,000
Fire Battalion No.2, Fire Station No.01 120 N. Pecan St. 1979 7,000
Fire Battalion No.2, Fire Station No.02 1000 Cherry St. 1929 25,520
Fire Battalion No.2, Fire Station No.08 1101 12th Ave 2004 14,088
Fire Battalion No.2, Fire Station No.14 2737 Meadowbrook Dr. 1983 8,000
Fire Battalion No.3, Fire Station No.06 205 University Dr. 1963 5,000
Fire Battalion No.3, Fire Station No.11 400 Grand Ave. 1955 7,500
Fire Battalion No.3, Fire Station No.12 120 NW 22nd St. 1980 6,000
Fire Battalion No.3, Fire Station No.13 5333 Lea Cresi Ln. 1979 6,000
Fire Battaiion No.3, Fire Station No.15 3100 Azle Ave. 1966 6,040
Fire Battalion No.3, Fire Station No.18 1908 Carleton 1923 4,000
Fire Battalion No.3, Fire Station No.19 2613 Carnation St. 1981 6,000
Fire Battalion No.3, Fire Station No.40 8510 Spring St. 1983 4,480
Fire Battalion No.4, Fire Station No.03 4700 Ramey Ave. 1980 6,000
Fire Battalion No.4, Fire Station No.07 7601 John T. White Rd. 1979 6,000
Fire Battalion No.4, Fire Station No.20 1051 Woodhaven Bivd. 1983 8,000
Fire Battalion No.4, Fire Station No.22 4849 Wilbarger St. 1963 4,500
Fire Battalion No.4, Fire Station No.24 3101 Forest Ave. 1988 6,000
Fire Battalion No.4, Fire Station No.33 14650 Statler Bivd. 1988 10,000
Fire Battalion No.5, Fire Station No.16 5933 Geddes St. 1965 5,000
Fire Battalion No.5, Fire Station No.23 3201 Portales Dr. 1981 6,000
Fire Battalion No.5, Fire Station No.26 6124 S. Hulen St. 1968 5,500
Fire Battalion No.5, Fire Station No.30 4416 Southwest Bivd. 1983 8,000
Fire Battalion No.5, Fire Station No.32 10201 White Settiement Rd. 1986 7,800
Fire Battalion No.5, Fire Station No.36 5100 Columbus Trail 1999 6,200
Fire Battalion No.S, Fire Station No.39 7555 Oakmount Bivd. 2003 6,922
Fire Battalion No.6, Fire Station No.09 2575 Polaris Dr. 1977 7,000
Fire Battalion No.6, Fire Station No.25 3801 N. Main St. 1983 8,000
Fire Battalion No.6, Fire Station No.31 4209 Longstraw Dr. 1986 8,000
Fire Battalion No.6, Fire Station No.35 2250 Ailiance Blvd. 1993 15,000
Fire Battalion No.6, Fire Station No.37 4721 Ray White Rd. 1998 4,100
Fire Battalion No.6, Fire Station No.44 4017 Falcon Way West 1965 14,688
Fire Support Svcs. - Vehicle Maint. 2920 W. Bolt St. 1978 10,000
Fire Support Svcs. - Supply 2910 W. Boit St. 1978 15,000
15
ear
Dept Facility Name Street Address Built Cond. SF
Puelic Heath Animal Care & Control Center 4900 Martin St. 1998 22,076
Parks & Community Services Comm.Svcs., Southside CC 959 E. Rosedale St. 1982 19,300
Parks & Community Services Comm.Svcs., Andrew "Doc" Sessions Ctr. 201 S. Sylvania Ave_ _ 1982 _____6,523
•-----------------------------•-------------------------------------------- --------- ------------ - --•-
Parks & Community Services Comm.Svcs., Feliowship Corner _________ 1609 NewYork Ave_ _1925 _____4_700
------------------------------•----------------------------------- ------------ - ----
Parks & Community Services Comm.Svcs., Northside CC 1801 Harrington St. 1982 30,566
Parks & Community Services Comm.Svcs., Como CC 4900 Horne St. 1971 15,300
Parks & Community Services Comm.Svcs., North Tri-Ethnic CC _________ 2950 Roosevelt Ave_ _ 1979 ____18_251
•-----------------------------•----------------------------------- ------------ - ----
Parks 8� Community Services Comm.Svcs., Worth Heights CC 3551 New York Ave. 1978 21,563
Parks & Community Services Comm.Svcs., Martin Luther King CC 5565 Truman Dr. 1973 19,500
Parks & Community Services SW Region, West District Park Operations 7151 Calmont Ave. 1983 4,200
Parks & Community Services SW Region, Fire Station CC 1601 Lipscomb St. 1940 12,128
Parks & Community Services SW Region, R.D.Evans CC 3242 Lackland Rd. 1954 18,403
Parks & Community Services SW Region, Thomas Piace CC _________ 4237 Lafayette Ave__ _1988 _____4_648
•-----------------------------•----------------------------------- ------------ - --•-
Parks & Community Services SW Region, Highland Hills CC 1600 Giasgow Rd. 1990 14,625
Parks & Communiiy Services SW Region, Greenbriar CC 5200 Hemphill St. 1981 14,336
Parks & Community Services SW Region, Southwest CC _________ 6300 Welch Ave. _1970_ ___13_338
•-----------------------------•----------------------------------- --------------------------- - -•--
Parks & Community Services SW Region, Central District Operations _______ 2901 Crestline Rd_ _1988 _____2_000
------------------------------•------------------------------------- -------------- - --•-
Parks & Community Services SW Region, Botanic Garden Center 3220 Botanic Garden Blvd. 1986 35,000
Parks & Community Services SW Region, Rock Springs Ctr. for Education 3220 Rock Springs Rd. 1945 7,467
Parks & Community Services NE Region, North District Park Operations 1700 Brennan Ave. 1965 2,880
Parks & Community Services NE Region, Bertha Collins CC 1501 Martin L.uther King Fwy.N 1954 14,079
Parks & Community Services NE Region, Diamond Hill CC 1701 NE 37th St. 1969 17,018
Parks & Community Services NE Region, Riverside CC �________ 3700 E_ Belknap St__ _ 1955 _.__18_368
------------------------------•----------------------------------- ------------ - --•-
Parks & Community Services NE Region, East District Park Operations 2300 Avenue H 1969 2,928
Parks & Community Services NE Region, Eugene McCray CC 4932 Wilbarger St. 2001 11,135
Parks & Community Services NE Region, Handley-Meadowbrook CC 6201 Beaty St. 1981 14,340
Parks & Community Services NE Region, Hillside CC 1201 E. Maddox Ave. 1970 10,284
Parks & Community Services NE Region, Sycamore CC _________ 2525 E_ Rosedale Ave_ _ 1956 ____15_063
•-----------------------------•----------------------------------- ---------- - --�-
Parks & Community Services NE Region, Charies Haws Athietics Center 600 Congress Ave. 1982 18,565
Parks & Community Services P&RM, Roiling Hills Service Center 2525 Joe B. Rushing Blvd. 1990 3,000
Public Library Branch �ibrary, Wedgwood 3816 Kimberly Ln. 1962 5,664
Public Library Branch �ibrary, Meadowbrook 5651 E. Lancaster Ave. 1964 5,664
Public Library Branch Library, Riverside 2913 Yucca Ave. 1967 8,197
Public Library Branch Library, Northside 601 Park St. 1967 7,575
Public Library Branch Library, Seminary South 501 E. Boit St. 1967 7,741
Public Library Branch Library, East Berry 4300 E. Berry St. 1967 9,250
Public Library Branch Library, Ridglea 3628 Bernie Anderson Ave. 1967 10,754
Public Library Branch Library, Diamond Hill(Jarvis 1300 NE 35th St. 1989 8,000
Public Library Branch Library, Summerglen 4205 Basswood Bivd. 2000 11,055
Public Library Regional Library, Southwest 4001 �ibrary Ln. 1987 25,000
Public Library Regional Library, East 6301 Bridge St. 1996 24,000
Code Compliance Code Enforcement Administration 715 Texas St. 1931 8,812
Info.Systems & Services Communications - Bldg. C 1017 Macon 1946 2,400
TPW City Hall 1000 Throckmorton St. 1968
1,089,534
UCRM #: 1.3
UCRM NAME: Lighting Improvements
UCRM DESCRIPTION:
This UCRM will include new lighting retrofits and occupancy sensors at all 90 facilities, except City Hall. Scope of
work at some facilities also includes new light fixtures and exterior lighting controls.
GOALS:
• Improved light levels
• Improved indoor environments
16
• Improved reliability of lighting systems
• Utility savings
• O�eration & maintenance savings
FINAL ENGINEERING:
• Final development of light fixture drawings and retrofit codes.
SCOPE OF WORK:
General Scope
• Lenses and diffusers will be cleaned on each fixture that is retrofitted.
• New light levels will meet IES standards.
The following new lighting systems and lighting retrofits are included in this UCRM:
x
17
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Occupancy Sensors
SLEEP-
BUNK MEETING OPEN PRIVATE REST
Facility Name ROOMS GYM LIBRARY HALLWAY ROOM SPACE OFFICE ROOM STORAGE
Municipal Parking Garage 0 0 0 8 5 17 22 5 8
NW.FOB, N.Division HQ 0 0 0 3 0 8 9 4 3
NW.FOB, W.Division HQ, NPD.I 1 0 0 0 10 1 16 11 6 4
SE.FOB, S.Division HQ, NPD.09 0 0 0 5 3 17 14 10 8
SE.FOB, E.Division HQ, NPD.OS 0 0 0 6 2 7 12 6 4
Police Administration 0 0 0 14 12 90 93 23 26
Support Svcs. - Fire Alarm 0 0 0 0 0 0 0 0 8
Battalion No.l, Fire Station No.04 2 0 0 1 2 4 0 2 0
Battalion No.l, Fire Station No.10 0 0 0 3 1 4 4 5 2
Battalion No.l, Fire Station No.l7 4 0 0 0 2 5 0 3 0
Battalion No.l, Fire Station No.21 1 0 0 0 3 5 0 2 0
Battalion No.l, Fire Station No.28 2 0 0 0 2 4 0 1 1
Battalion No.l, Fire Station No.29 4 0 0 0 3 5 0 2 1
Battalion No.2, Fire Station No.01 7 0 0 0 0 4 0 0 3
Battalion No.2, Fire Station No.02 8 0 0 7 1 15 8 7 11
Battalion No.2, Fire Station No.08 3 0 0 5 6 6 3 6 8
Battalion No.2, Fire Station No.14 0 0 0 0 4 3 0 5 1
Battalion No.3, Fire Station No.06 2 0 0 0 2 5 0 2 1
Battalion No.3, Fire Station No.l 1 3 0 0 1 3 1 1 3 7
Battalion No.3, Fire Station No.l2 4 0 0 0 2 2 1 2 2
Battalion No.3, Fire Station No.l3 6 0 0 1 1 4 0 2 4
Battalion No.3, Fire Station No.15 4 0 0 0 1 0 0 2 0
Battalion No.3, Fire Station No.18 0 0 0 0 3 3 1 1 1
Battalion No.3, Fire Station No.l9 4 0 0 3 1 13 1 2 2
Battalion No.3, Fire Station No.40 5 0 0 1 1 8 1 2 0
Battalion No.4, Fire Station No.03 4 0 0 0 3 5 0 1 1
Battalion No.4, Fire Station No.07 6 0 0 0 1 3 1 2 2
Battalion No.4, Fire Station No.20 3 0 0 0 1 3 1 5 1
Battalion No.4, Fire Station No.22 1 0 0 1 2 7 0 3 0
Battalion No.4, Fire Station No.24 4 0 0 0 5 4 0 4 1
Battalion No.4, fire Station No.33 5 0 0 2 3 8 2 6 1
Battalion No.S, Fire Station No.l 6 3 0 0 1 2 4 1 0 1
Battalion No.5, Fire Station No.23 7 0 0 0 2 4 1 3 1
Battalion No.S, Fire Station No.26 2 0 0 0 2 4 0 1 0
Battalion No.S, Fire Station No.30 4 0 0 0 4 3 1 5 1
Battalion No.S, Fire Station No.32 3 0 0 1 3 3 1 4 1
Battalion No.S, Fire Station No.36 3 0 0 2 2 4 0 3 3
Battalion No.5, Fire Station No.39 2 0 0 2 3 S 0 4 4
Battalion No.b, Fire Station No.09 5 0 0 0 1 3 0 2 1
Battalion No.b, Fire Station No.25 2 0 0 0 3 3 2 4 1
Battalion No.b, Fire Station No.31 4 0 0 0 5 3 2 4 1
Battalion No.b, Fire Station No.35 3 0 0 2 2 10 1 5 2
Battalion No.b, Fire Station No.37 0 0 0 0 0 3 1 3 0
Battalion No.b, Fire Station No.44 1 0 0 0 1 6 2 2 2
Support Svcs. - Supply 0 0 0 1 2 2 4 2 56
Support Svcs. - Vehicle Maint. 0 0 0 5 1 9 5 1 1
20
Occupancy Sensors
SLEEP-
BUNK MEETING OPEN PRIVATE REST
Facility Name ROOMS GYM LIBRARY HALLWAY ROOM SPACE OFFICE ROOM STORAGE
Animal Care & Control Center 0 0 0 14 2 2 7 4 4
Comm.Svcs., Southside CC 0 0 0 11 23 20 16 10 16
Comm.Svcs., Andrew "Doc" Sessions Ctr. 0 0 0 0 0 0 10 0 0
Comm.Svcs., Fellowship Corner 0 0 0 0 0 0 1 0 0
Comm.Svcs., Norfhside CC 0 5 0 18 28 10 23 9 24
Comm.Svcs., Como CC 0 10 0 12 7 8 12 1 1 5
Comm.Svcs., Norfh Tri-Ethnic CC 0 6 0 9 14 3 12 11 13
Comm.Svcs., Worth Heights CC 0 14 0 11 11 7 16 1 1 12
Comm.Svcs., Martin Luther King CC 0 14 0 8 7 5 14 5 7
SW Region, West District Park Operations 0 0 0 0 0 1 2 1 6
SW Region, Fire Station CC 0 11 0 2 3 2 3 4 0
SW Region, R.D.Evans CC 0 13 0 1 6 2 2 4 5
SW Region, Thomas Place CC 0 0 0 5 3 0 1 2 2
SW Region, Highland Hills CC 0 9 0 3 2 1 2 2 3
SW Region, Greenbriar CC 0 7 0 3 7 0 2 2 1
SW Region, Southwest CC 0 11 0 4 10 0 1 4 4
SW Region, Central District Operations 0 0 0 0 1 5 6 1 6
SW Region, Botanic Garden Center 0 0 0 4 13 0 5 5 8
SW Region, Rock Springs Ctr. for Education 0 0 0 0 3 4 4 4 2
NE Region, North District Park Operations 0 0 0 0 1 0 3 1 11
NE Region, Bertha Collins CC 0 11 0 4 4 0 2 3 3
NE Region, Diamond Hiil CC 0 8 0 1 12 1 1 5 3
NE Region, Riverside CC 0 17 0 9 8 2 3 4 S
NE Region, Eugene McCray CC 0 9 0 2 2 0 2 2 4
NE Region, Handley-Meadowbrook CC 0 8 0 4 10 0 2 0 6
NE Region, Hillside CC 0 8 0 1 6 0 3 2 0
NE Region, Sycamore CC 0 14 0 4 4 3 1 3 1
NE Region, Charles Haws Athletics Center 0 0 0 0 0 0 0 0 0
P8�RM, Rolling Hills Service Center 0 0 0 0 2 4 6 1 3
Branch Library, Wedgewood 0 0 12 0 1 0 0 2 1
Branch Library, Meadowbrook 0 0 7 0 1 0 1 2 1
Branch Library, Riverside 0 0 12 0 2 0 1 3 1
Branch Library, Norfhside 0 0 0 0 1 1 1 3 0
Branch Library, Seminary South 0 0 8 0 2 0 2 2 0
Branch Library, East Berry 0 0 12 0 4 0 1 3 0
Branch Library, Ridgelea 0 0 24 0 2 2 0 2 0
Branch Library, Diamond Hill/Jarvis 0 0 12 0 2 2 1 3 5
Branch Library, Summerglen 0 0 12 1 3 3 1 3 3
Regional Library, East 0 0 26 0 6 6 2 2 1
Regional Library, Southwest 0 0 1 8 30 7 2 2 2
Code Enforcement 0 0 0 1 2 7 8 3 5
Communications - Bldg C 0 0 0 0 1 0 2 2 4
Totals 121 175 126 225 352 447 389 309 362
COMMISSIONING:
• Sample light level readings will be conducted for all new lighting systems and included in the O&M manuals.
• Refer to General Work for all close-out document requirements.
�
UCRM NO: 2.3
, UCRM NAME: HVAC Improvements
UCRM DESCRIPTION:
This UCRM will include HVAC replacements and upgrades at 46 of the 90 facilities.
GOALS:
• Improved indoor temperatures
• Improved reliability of existing HVAC systems
• Upgrade of outdated HVAC equipment
• Utility savings
• Operation & maintenance savings
• Capital project savings
ASSUMPTIONS:
• Equipment performance requirements are based on 30% engineering design phase.
• Unless specified to be replaced in this UCRM, all AHU motors are in good working condition
FINAL ENGINEERING:
• Development of construction drawings and equipment submittals.
• Finalize equipment performance requirements.
SCOPE OF WORK:
General
• Provide protection of existing finishes and or structures. Match patchwork of new finishes and structures like
for like.
• Prior to work beginning, all wall, floor or roof penetrations will be identified to City personnel for verification and
inspection of location.
• Remove and re-install existing lay-in ceilings as required to install new work.
Mechanicai
• All new pumps shall include new pump accessories, including strainers, pump pads, pressure gauges, etc.
• For all existing pumps schedule to remain, existing strainer screen will be removed, cleaned & re-installed. If
existing strainer screen and/or strainer body serving this pump is no longer functional, replace with new
equipment.
• All new ductwork shall meet or exceed ductwork installation as qualified by SMACNA.
• Provide and install all necessary concrete pads for new mechanical equipment.
Piping
• Provide and install molded fiberglass pipe insulation with an ASJ jacket & Zeston covers at pipe fittings on all
new piping in compliance with standard energy code requirements.
• Provide and install piping identification with flow arrows on all new chilled, condenser & heating water piping.
• Where existing piping is painted, all new or retrofitted piping with or without insulation is to be painted to match
existing.
• All new piping will be schedule 40 black steel with welded joints where piping is larger than 2" and screw piping
with malleable fittings where piping is 2" or smaller. Copper piping can be substituted with welded joints. All
� new condensate piping shall be seamless.
• All welded pipe fittings are to be long radius steel, joined by field weld applied joints. Victaulic pipe connections
are not acceptable without special permission.
22
• Provide hangers and supports for all piping.
• Maintain pipe installation so no trapped pockets exist without slope to a drain opening.
• For all new equipment, provide new isolation valves on inlet and outlet connections.
Electrical
• For all new mechanical equipment, provide & install new starters and disconnect switches.
• Verify, identify and label all new electrical circuits at disconnect switch panel.
• Provide hangers and supports for all electrical conduit and equipment.
• Provide flexible conduit with ground wiring at all motion equipment.
• Provide and install all necessary concrete pads for new electrical equipment.
• All new electrical piping will be EMT conduit or rigid galvanize steel with mechanical connections.
• All wiring is to be copper.
• All work is to be performed by licensed electricians or apprentices.
The following HVAC improvements at each facility are included in this UCRM:
Municipal Parkinq Garaqe
New 60-ton high efficiency air-cooled chiller.
• Replace one (1) existing heating water boiler with one (1) new high-efficiency heating water boiler, Aerco, or
equal. Install new horizontal stainless steel flue from new boiler to existing vertical flue. Install new boiler
accessories, including gas regulator and expansion tank, for proper operation. Existing heating water pump to
remain.
Designation Boiler
Min Output, kbtuh 900
Min Efficiency, °/a 85
�
Replace three (3) existing MZU split systems & one (1) existing RTU with fifteen (15) new 4-pipe fan coil units.
Install minimum outside ventilation air to each fan coil unit.
One (1) new chilled water fan coil unit for telephone room.
All new chilled & heating water piping.
All new supply & return ductwork & grilles
New restroom exhaust fans, ductwork & grilles
Replace existing 5-ton package unit serving Hertz area with new unit. Supply &
remain for this area.
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. New chiller (1) & chilled water pump (1)
2. New heating water boiler (1) & existing heating water pump (1)
3. Total airflow of new fan coil units (16) & DX package unit (1)
4. Chilled water balancing of new fan coil units (16)
5. Heating water balancing of new fan coil units (15)
6. Air balancing of all new supply & return grilles serving the ground floor offices
return ductwork & grilles will
Police Administration
Basement
AHU-1 (serves Basement)
• Replace existing 15 HP AHU supply air fan motor witn new premium efficiency motor and VFD unit with
harmonic filter. Remove existing inlet guide vanes.
• City has installed a chilled water return line to the existing heating water coil with switchover valves on the
chilled & heating water lines (added after 1982 drawings). Remove chilled water return lines & all switchover
valves. Cut loose heating water lines. Remove existing heating water coil.
• Replace existing chilled water coil with new larger coil. Replace existing 2-way pneumatic chilled water valve
with new 2-way electric control valve.
• Install new heating water coil at discharge of existing motorized OA damper. Extend heating water lines to new
coil with new 3-way electric control valve.
23
• Remove existing air-cooled booster chiller & support structure located in the alley (west of building). Cap
supply & return lines.
. AHU-6 (serves NE storaqe in Basement)
• Replace one (1) existing 3-way pneumatic chilled water valve with new 2-way electric control valve. Cap
bypass line.
EF#2 (serves Basement holding cells & restrooms)
• Replace existing exhaust fan EF#2 with new smaller exhaust fan.
Air Makeup Unit #1
• Remove existing gas-fired Air Makeup Unit #1 serving Sallyport. Install four new gas-fired radiant heaters.
Existing EF#18 ventilation fan shall remain.
VAV Boxes
• Install three (3) additional new fan-powered VAV boxes (1500 CFM, '/ HP) for improved temperature control.
Modify ductwork as necessary.
2nd FIooY
• Remove ACU #3 . Cap condenser water lines.
• Install one (1) additional new fan-powered VAV box (1500 CFM, '/ HP) for Computer Room area. Modify
ductwork as necessary.
4th Floor
• Replace existing VAV box w/ electric reheat serving SE corner with new larger VAV box w/ electric reheat
(2000 CFM, 5.0 kW heat).
8th Floor (Central Plant)
Chilled Water System
Replace two (2) existing chillers with two (2) new high-efficiency water-cooled chillers designed for variable speed
primary pumping systems.
• Install new chiller starter panels for 460 VAC at chiller manufacturers specified maximum capacity.
• Replace existing chilled and condenser water isolation valves at the inlet and outlet of each chilier with new
isolations valves, total of eight (8).
• Provide necessary refrigerant monitor & ventilation upgrades associated with ASHRAE-15 standards.
• Install two (2) new 10 HP VFD units on existing chilled water pumps.
• Replace one (1) existing flow meter in 5" chilled water return line with new flow meter.
Designation Chiller # 1 Chiller # 2
Min Tons 200 200
Compressor Type Screw Screw
Min Full Load kW/ton 0.71 0.71
Evap GPM 400 400
Evap Lvg Wtr Temp, F 44 44
Evap Max. DP, Ft Wtr 20 20
Evap Min Fouling Factor .0005 .0005
Cond GPM 600 600
Cond Ent Wtr Temp, F 85 85
Cond Max. DP, Ft Wtr 20 20
Cond Min Fouling Factor .0005 .0005
Volt/Phase/Hz 460/3/60 460/3/60
Note: Existing chillers rated for 196 tons, each. County installed their own air-cooled chiilers for 5tn 6�n �cn
floors, reducing the load on the Central Plant by approximately 128 tons.
24
AHU-2 (serves 1St & 2"d floors)
• Replace existing 30 HP AHU supply air fan motor with new premium efficiency motor and VFD unit with
harmonic filter. Remove existing inlet guide vanes.
• Replace existing 10 HP AHU return air fan motor with new premium efficiency motor and VFD unit with
harmonic filter. Remove existing inlet guide vanes.
• Replace existing chilled water coil with new coil. Replace existing 2-way pneumatic chiiled water valve with
new 2-way electric control valve.
new premium efficiency motor and VFD unit with
new premium efficiency motor and VFD unit with
• Replace existing chilled water coil with new coil. Replace existing 2-way pneumatic chilled water valve with
new 2-way electric control valve.
AHU-3 (serves 3rd & 4th floors)
• Replace existing 25 HP AHU supply air fan motor with
harmonic filter. Remove existing inlet guide vanes.
• Replace existing 7.5 HP AHU return air fan motor with
harmonic filter. Remove existing inlet guide vanes.
AHU-5 (serves 8th floor)
• Replace existing 1 HP 4-pipe AHU with new AHU with premium efficiency motor. Replace existing 2-way
pneumatic chilled & heating water valves with new 2-way electric control valves.
Basement, 1St thru 4th Floors
• Replace forty-six (46) existing VAV boxes with new VAV boxes of matching size. Replace all existing cooling
only VAV boxes with new fan-powered VAV boxes.
Existinq VAV Boxes to be Replaced
Floor Cooling only Electric reheat Fan-powered w/
Qt Qty electric reheat Qt
Basement 2 2 0
1 S Floor 3 0 10
2" Floor 6 0 6
3` Floor 6 0 6
4th Floor 3 0 3
€
Testing, Adjusting and Balancing (TAB)
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. New chiller (2)
2. Existing chilled & condenser water pumps (4)
3. Chilled water balance of existing VAV AHU (3), single zone AHU (2) & fan coil unit (1)
4. Total airflow of existing VAV AHU (3) & single zone AHU (2)
5. New VAV boxes (49)
6. Air balancing of all supply & return grilles serving Basement, 1 St thru 4�h floors and 8th floor
7. Total airflow of new exhaust fan EF#2 (1)
8. Air balancing of all existing exhaust grilles served by EF#2
9. Heating water balance of new AHU-1 OA pre-heat coil (1)
Fire Station #40
• Add new VAV box for Police Substation area.
• Provide Testing, Adusting and Balancing (TAB) of new VAV box (1).
Animal Care & Control Center
Kennel � Treatment Areas (served by air-cooled chiller & two 100% OA units)
• Cap & insulate existing gravity ventilators.
• Nine (9) existing roof-mounted exhaust fans will remain. Extend new exhaust ductwork from each exhaust fan
to 4' above finished floor. Remove one (1) existing roof-mounted exhaust fan serving the large kennel, cap &
insulate existing opening.
25
• Install two (2) TRI-MED odorizer units for each existing AHU. Mount new sensors in new exhaust duct.
Provide. Testing, Adjusting and Balancing (TAB) of the following:
1. Total airflow of existing 100% OA AHU (2)
2. Air balancing of all existing supply diffusers served by two 100% OA AHU's in the Kennel & Treatment
areas
3. Total airflow of existing exhaust fans (9)
Botanic Gardens Conservatory
• Inside boiler room, combine two existing supply headers into one to allow either of the two boilers to serve all
four existing secondary pumps. Modify return header to create primary/secondary system.
• install two (2) new insulated heating water supply lines and one (1) new insulated heating water return line
between the boiler room and the Conservatory entrance. Run all new lines in ceiling plenum. Just inside
Conservatory entrance, connect one (1) new supply to existing supply lines serving upper level unit heaters and
one (1) new supply line to new supply lines serving new lower level unit heaters. Connect new heating water
return line to all existing return lines. In boiler room & Conservatory entrance, cap existing galvanized pipe
supply & returns lines going through the floor.
• Install ten (10) new lower level HW unit heaters around the complex perimeter. New heaters will be mounted to
the bottom of the existing perimeter caiwalk & airflow will be directed towards the ground. Install new heating
water supply & return lines from the Conservatory entrance to the new neaters. New heating water lines shall
run below the existing catwalk. Existing perimeter fin tube heaters will be abandoned.
• Replace all existing evaporative cooling equipment & piping with new equipment of matching size. New
equipment will include: wet cell pads, sump pumps, intake damper motors & linkages, isolation valves, float
valves, collection troughs, piping, etc.
• Replace twelve (12) existing wall-mounted propeller ventilation fans with new fans. New equipment shall
include: fans with 2-speed motors, motorized backdraft dampers, safety mesh on discharge sides.
• Replace eight (8) existing unit heaters with new equipment.
• Remove existing control valves on eight (8) unit heaters & cap bypass lines.
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. Existing heating water boilers (2)
2. Existing primary & secondary heating water pumps (6)
3. Heating water balance of unit heaters (18)
4. Total airflow of ventilation fans (12)
Meadowbrook Library
• Install new HW coil in AHU supply duct. Disconnect HW supply & return piping from existing HW coil & connect
to new coil. Re-use existing 3-way valve. Remove existing HW coil (which is in the pre-heat position).
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. Existing heating water boiler (1)
2. Existing heating water pump (1)
Riverside Library
• Install new HW coil in AHU supply duct. Disconnect HW supply & return piping from existing HW coil & connect
to new coil. Re-use existing 3-way valve. Remove existing HW coil (which is in the pre-heat position).
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. Existing heating water boiler (1)
2. Existing heating water pump (1)
Northside Library
• Install new HW coil in AHU SS-2 supply duct. Disconnect HW supply & return piping from existing HW coil &
connect to new coil. Re-use existing 3-way valve. Remove existing HW coil (which is in the pre-heat position).
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. Existing heating water boiler (1)
2. Existing heating water pump (1)
3. Heating water balance of existing AHU (2)
26
Seminary South Library
• Install new�IW coil in AHU SS-1 supply duct & new HW coil in AHU SS-2 supply duct. Disconnect HW supply
_'" & return piping from existing HW coils & connect to new coils. Re-use existing 3-way valves. Remove existing
HW coils (which are in the pre-heat position).
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. Existing heating water boiler (1)
2. Existing heating water pump (1)
3. Heating water balance of existing AHU (2)
Ridqlea Library
• Install new HW coii in AHU SS-1 supply duct & new HW coil in AHU SS-2 supply duct. Disconnect HW supply
& return piping from existing HW coils & connect to new coils. Re-use existing 3-way valves. Remove existing
HW coils (which are in the pre-heat position).
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. Existing heating water boiler (1)
2. Existing heating water pump (1)
3. Heating water balance of existing AHU (2)
Southwest Reqional Library
• Replace one (1) existing heating water boiler with one (1) new high-efficiency heating water boiler, Aerco, or
equal.
• Replace existing heating water isolation valves at the inlet and outlet of new boiler.
• Install new horizontal stainless steel flue from new boiler to existing vertical flue.
• Install new boiler accessories, including gas regulator and expansion tank, for proper operation.
• Replace existing 3-way pneumatic HW mixing valve with new 3-way electric control valve.
• Existing heating water pump to remain.
Designation Boiler
Min Output, kbtuh 1,250
Min Efficiency, % 85
• Replace four (4) existing VFD units with new VFD units for AHU-1 (Supply-10 HP, Return-7.5 HP) and AHU-4
(Supply-3 HP,Return-1 HP).
• Replace fourteen (14) existing 3-way pneumatic AHU chilled & heating water valves with new 3-way electric
control valves.
Provide Testing, Adjusting and Balancing (TAB) of the following:
1. New heating water boiler (1)
2. Existing heating water pump (1)
3. Heating water balance of existing AHU (7), VAV box reheat coil (2), duct-mounted reheat coil (2)
4. Total airflow of VAV AHU (2)
5. Existing VAV boxes (13)
Packaqe HVAC Unit Upqrades
• All new package HVAC DX units shall have the following minimum cooling efficiencies:
Type Tons SEER / EER
RTU 5.0 tons & below 13.0
RTU 6.0 tons & above 11.0
Split 5.0 tons & below 13.0
Split Above 5.0 tons & below 11.25 tons 10.5
Spiit 11.25 tons & above 9.5
Notes:
1. For all units rated at 5.0 tons & below, efficiency rating is SEER
2. For all PTAC units & other units rated at 6.0 tons & above, efficiency rating is EER
27
Provide Testing, Adjusting and Balancing (TAB) of all new package HVAC units and some existing package HVAC
units. Refer to attached tables for list of units included in TAB scope. For each unit, TAB scope shall include:
1. Total airflow of unit
2. � Air balancing of existing supply & return diffusers associated with unit
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• Refer to General Work for all close-out document requirements.
UCRM NO: 3.3
UCRM NAME: HVAC Control System Improvements
UCRM DESCRIPTION:
This UCRM will include HVAC control system improvements at all 90 facilities, except City Hall.
GOALS:
• Improved indoor temperatures
• Improved reliability of existing HVAC systems
• Upgrade of outdated HVAC controls
• Reduced runtime of HVAC equipment
• Utility savings
• Operation & maintenance savings
• Capital project savings
ASSUMPTIONS:
• Equipment performance requirements are based on 30% engineering design phase.
• Unless specified to be replaced in this UCRM, JOHNSON CONTROLS INC. has assumed that all existing
HVAC controls (pneumatic & electronic) are functional and in good operating condition.
FINAL ENGINEERING:
• Development of HVAC control drawings and equipment submittals.
• Finalize equipment performance requirements.
• Once final engineering is complete, some minor modifications to scope of work may be required. No
modifications will be made to scope of work without prior acceptance of the City.
SCOPE OF WORK:
General
• Provide protection of existing finishes and or structures. Match patchwork of new finishes and structures like
for like.
• Prior to work beginning, all wall, floor or roof penetrations will be identified to City personnel for verification and
inspection of location.
• Remove and re-install existing lay-in ceilings as required to install new work.
A JOHNSON CONTROLS INC. Controls Project Manager wiil manage and verify commissioning of new controls at
each facility. Two (2) dedicated qualified controls technicians will be assigned to complete all work associated
with this UCRM.
35
JOHNSON CONTROLS INC. Metasys Facility Manaqement Svstem (FMS)
Facilities: All Facilities except Fire Alarm & Vehicle Maintenance Support Services & District Park Operations
facilities.
General — DDC Controls
• All new controls will be JOHNSON CONTRO�S INC. DDC controls.
• Dynamic graphics.
• All room sensors shall be sensor only with heaUcool lever & no temperature display.
• One (1) room humidistat shall be installed at each Branch Library and two (2) room humidistats shall be
installed at each Regional Library.
• All new airflow and water flow status controls will be "proof of flow" type, not current sensing relays.
• All controls mounted and wired as specified in the following:
1. All new wiring shali be in EMT or rigid conduit as required by applicable electrical codes.
2. All new Class 2 signal wiring will be installed as plenum-rated cable above accessible lay-in ceilings.
3. Control, control power and interlock wiring will be performed according to applicable electrical codes to
provide a turnkey installation.
Chiller Plants
• Optimum start/stop of chillers and associated pumps
• Chilled water temperature reset
• Chilled water inlet & outlet temperatures
• Chiller and pump status
• Chiller alarms
; • Pump VFD control & speed, where applicable
Coolinq Towers
• Optimum start/stop of cooling tower fans
• Condenser water temperature reset
• Condenser water inlet & outlet temperatures
• Cooling tower fan status
Heating Plants
• Optimum start/stop of boilers and associated pumps
• Heating water temperature reset
• Heating water inlet & outlet temperatures
• Boiler and pump status
• Boiler alarms
Air Handling Units
• Optimum start/stop of air handling units
• Scheduling and unoccupied setup & setback
• Supply air temperature reset (MZU, VAV units only)
• Space, mixed air & supply air temperatures
• Fan status
• Air handling unit VFD control & speed, where applicable
• CO2 control of minimum motorized outside air damper, where applicable
• Economizer cycle, where applicable
• Humidity control (Libraries only)
• Freezestat protection
• Multizone damper control, where applicable
36
Fan Coil Units
• Optimum start/stop of air handling units
• Scheduling and unoccupied setup & setback
• Space, mixed air & supply air temperatures
• Fan status
• CO2 control of minimum motorized outside air damper, where applicable
• Freezestat protection
Packaqe HVAC Units (RTU's, Split Svstems, GSHP's)
• Optimum start/stop of package units
• Scheduling and unoccupied setup & setback
• Space temperatures
• Suppiy air temperatures
• Fan status
• Start/stop & status of GSHP pumps, where applicable
• Minimum outside air damper control, where applicable
• Economizer cycle, where applicable
VAV Boxes
• Unoccupied setup & setback
• Space & supply air temperatures
• Box CFM
• Reheat control, where applicable
Unit Heaters & Infrared Heaters
• Start/stop of heaters
• Space temperatures
Occupancy Stats
• For applicable areas at Fire, Police and Parks & Community Center facilities, occupancy sensors will
setup/setback HVAC units during occupied hours. For example, HVAC units serving gyms.
• Multiple occupancy sensors with relays will be installed. When all relays associated with an occupancy stat de-
energize, HVAC unit setpoint will be setup/setback 5 deg. When any relay associated with an occupancy stat
energizes, HVAC unit setpoint will return to normal occupied setpoint.
Exterior Liqhtinq Controls
• At facilities scheduled for new exterior lighting
controllers will be tied into the FMS utilizing an
astronomical timer with scheduled start/stop.
controls (refer
astronomical
37
to Lighting Improvements scope of work),
timer. FMS will be capable of over-riding
Police Administration
• Convert all existing pneumatic controls to new electric DDC controls.
• Replace all existing pneumatic control valves with new electric valves.
• Replace seven (7) existing pneumatic smoke dampers with new electric smoke dampers.
Location Serves Width, Height,
inches inches
1 S Floor Return air 72 18
2" Floor Return air 72 18
3` Floor Return air 56 24
4 Floor Return air 56 18
4 Floor Return air 46 24
AHU-2 Supply air 78 50
AHU-3 Supply air 70 38
Southwest Reqional Library
• Convert all existing pneumatic controls to new electric DDC controls.
• Replace all existing pneumatic control valves with new electric valves.
Proqrammable Stats
Facilities: Fire Alarm & Vehicle Maintenance Support Services and District Park Operations facilities.
General — New Controls
• Install new programmable thermostat for each package HVAC unit. Provide one (1) new programmable
thermostat for each truck bay area (additional thermostats may be required for larger truck bays).
• One (1) year warranty on materials and labor beginning at the date of Substantial Completion.
Packaqe HVAC Units (RTU's, Split Svstems, GSHP's, Wall-Mounts)
• Optimum start/stop of package units
• Space temperatures
Unit Heaters & Infrared Heaters
• Start/stop of heaters
• Space temperatures
f
:
r
e asys rog
Dept Facility Name FMS Stat Comment
TPW Municipal Parking Garage x
Police NW.FOB, N.Division HQ x
Police NW.FOB, W.Division HQ, NPD.11 x
Police SE.FOB, S.Division HQ, NPD.09 x
Police SE.FOB, E.Division HQ, NPD.05 x
Police Police Administration x Repiace ali pneumatic with DDC
Fire Support Svcs. - Fire Alarm x
Fire Battalion No.1, Fire Station No.04 x
Fire Battalion No.1, Fire Station No.10 x
Fire Battalion No.1, Fire Station No.17 x
Fire Battalion No.1, Fire Station No.21 x
Fire Battalion No.1, Fire Station No.28 x
Fire Battalion No.1, Fire Station No.29. x
Fire Battalion No.2, Fire Station No.01 x
Fire Battalion No.2, Fire Station No.02 x
Fire Battalion No.2, Fire Station No.08 x
Fire Battalion No.2, Fire Station No.14 x
Fire Battalion No.3, Fire Station No.06 x
Fire Battalion No.3, Fire Station No.11 x
Fire Battalion No.3, Fire Station No.12 x
Fire Battalion No.3, Fire Station No.13 x
Fire Battalion No.3, Fire Station No.15 x
Fire Battalion No.3, Fire Station No.18 x
Fire Battalion No.3, Fire Station No.19 x
Fire Battalion No.3, Fire Station No.40 x
Fire Battalion No.4, Fire Station No.03 x
Fire Battalion No.4, Fire Station No.07 x
Fire Battalion No.4, Fire Station No.20 x
Fire Battalion No.4, Fire Station No.22 x
Fire Battalion No.4, Fire Station No.24 x
Fire Battalion No.4, Fire Station No.33 x Convert exist Carrier WT
Fire Battalion No.5, Fire Station No.16 x
Fire Battalion No.5, Fire Station No.23 x
Fire Battalion No.5, Fire Station No.26 x
Fire Battalion No.5, Fire Station No.30 x
Fire Battalion No.5, Fire Station No.32 x
Fire Battalion No.S, Fire Station No.36 x
Fire Battalion No.S, Fire Station No.39 x
Fire Battalion No.6, Fire Station No.09 x
Fire Battalion No.6, Fire Station No.25 x
Fire Battalion No.6, Fire Station No.31 x
Fire Battalion No.6, Fire Station No.35 x
Fire Battalion No.6, Fire Station No.37 x
Fire Battalion No.6, Fire Station No.44 x
Fire Support Svcs. - Vehicle Maint. x
Fire Support Svcs. - Supply x
39
e asys rog
Dept Facility Name FMS Stat Comment
Public Heath Animal Care & Control Center x
Parks & Community Services Comm.Svcs., Southside CC x
Parks & Community Services Comm.Svcs., Andrew "Doc" Sessions Ctr. x
Parks & Community Services Comm.Svcs., Fellowship Comer x
Parks & Community Services Comm.Svcs., Northside CC x
Parks & Community Services Comm.Svcs., Como CC x
Parks & Community Services Comm.Svcs., North Tri-Ethnic CC x
Parks & Community Services Comm.Svcs., Worth Heights CC x
Parks & Community Services Comm.Svcs., Martin Luther King CC x
Parks & Community Services SW Region, West District Park Operations x
Parks & Community Services SW Region, Fire Station CC x
Parks & Community Services SW Region, R.D.Evans CC x
Parks & Community Services SW Region, Thomas Place CC x
Parks & Community Services SW Region, Highland Hills CC x
Parks & Community Services SW Region, Greenbriar CC x
Parks & Community Services SW Region, Southwest CC x
Parks & Community Services SW Region, Central District Operations x
Conservatory: two (2) boilers, six (6) HW
pumps, four (4) ridge vent motors, eight
(8) hip vent motors, four (4) evap cooling
pumps, eight (8) evap cooling vent
motors, twelve (12) 2-speed vent fans,
Parks & Community Services SW Region, Botanic Garden Center x eighteen (18) unit heaters
Parks & Community Services SW Region, Rock Springs Ctr. for Education x
Parks & Community Services NE Region, North District Park Operations x
Parks & Community Services NE Region, Bertha Collins CC x
Parks & Community Services NE Region, Diamond Hill CC x
Parks & Community Services NE Region, Riverside CC x
Parks & Community Services NE Region, East District Park Operations x
Parks & Community Services NE Region, Eugene McCray CC x
Parks & Community Services NE Region, Handley-Meadowbrook CC x
Parks & Community Services NE Region, Hillside CC x
Parks & Community Services NE Region, Sycamore CC x
Parks & Community Services NE Region, Charies Haws Athletics Center x
Parks & Community Services P&RM, Rolling Hills Service Center x
Public �ibrary Branch Library, Wedgewood x
Public Library Branch Library, Meadowbrook x
Public Library Branch Library, Riverside x Convert exist Carrier WT
Public Library Branch Library, Northside x
Public Library Branch Library, Seminary South x
Public Library Branch Library, East Berry x
Public Library Branch Library, Ridgelea x
Pubiic Library Branch Library, Diamond HilUJarvis x
Public Library Branch Library, Summergien x
Public Library Regional Library, Southwest x Replace all pneumatic with DDC
Public Library Regional Library, East x
Code Compliance Code Enforcement x
Info.Systems & Services Communications Bldg C x
COMMISSIONING:
• Operational acceptance tests will be conducted for all new DDC controls and included in the O&M manuals.
• Refer to General Work for all close-out document requirements.
.�
UCRM #: 4.3
UCRM NAME: Water Conservation
UCRM DESCRIPTION:
This improvement measure includes water conservation retrofits at 88 of the 90 facilities. This UCRM will include
the installation of low flow plumbing fixtures at most of the facilities. Scope of work at some facilities also includes
new irrigation meter, new cooling tower meter, new drip bed irrigation heads, irrigation flow switches and closure of
inactive accounts.
GOALS:
• Water conservation
• Utility savings
• Operation & maintenance savings
ASSUMPTIONS:
• Existing water & sewer lines are in good operating condition.
FINAL ENGINEERING:
• Final development of new meter locations, new drip bed head layouts & equipment submittals.
�`� SCOPE OF WORK:
General Scope
• New irrigation flow switches will be tied into Metasys FMS.
.. All tank toilets at Fire Stations will be 1.28 GPF Water Sense Label High Efficiency Toilets (HET's). JOHNSON
CONTROLS INC. will initially install HET's at 2 or 3 facilities. City must approve HET performance before
installation of remaining HET's. Tank toilets at all other facilities will be 1.6 GPF.
The foliowing water conservation retrofits are included in this UCRM:
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@ t� 3 r o L.c c��> m m�c L m ��� m o� � �°� a E � � 3�° � L c m a�0i o� r� W�= N
E�-o � r E t r� n' u� W o L a�i � c m cYi C� E a� N m o m � �_� m a> C E in E E � in -�o ��:9
a`in¢�iz°ciz���i��i =t�m°�m°�zmo�ww'i=cn��°���z°inw�acoinw��t��°-
C
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COMMISSIONING:
• Verify proper operation of each retrofit.
• Refer to General Work for all close-out document requirements.
UCRM #: 5.3
UCRM NAME: Power Factor Correction
UCRM DESCRIPTION:
This UCRM will include the installation of new power factor equipment for one (1) existing electric meter serving
Police Administration.
GOALS:
.
Eliminate power factor penalty cost
Utility savings
ASSUMPTIONS:
• Capacitors will be installed inside the facilities electrical/mechanical room
• Kvar size is based on 30% design
• Kvar size is reduced by 65 KW for lighting retrofit
FINAL ENGINEERING:
• Final engineering will include Kvar sizing, installation location and disconnect
SCOPE OF WORK:
requirements.
• Furnish and install the necessary power factor capacitance at the following service address and ESI ID account
to maintain a minimum power factor of 95%.
• New equipment shall be industrial grade UNIPAK power factor correction capacitors, or equal. Capacitors are
NEMA 3R enclosed devices measuring roughly 18" W x 21" H x 16" D to 33" W x 25" H x 25 D.
• Installation of new disconnect, such as a correctly sized breaker.
• Capacitors will run continuously but require very little cost to operate.
• Installation will not require any interruption of service or power outage.
• Capacitors are low-voltage type (480 volts) and will be connected to an existing switchgear or subpanel.
• Capacitors will be installed in a location that will not hinder the day to day efforts of facility maintenance
personnel.
Meter Address
350 West Belknap
ESI# 10443720005580946
Kvar sizing 180
COMMISSIONING:
• Power factor measurements will be recorded before and after capacitor installation is completed and included
in the O&M manuals.
• Refer to General Work for all close-out document requirements.
:•
Schedule A-2
SCOPE OF WORK PHASE VII
FIM #: 1
FIM NAME: Lighting Improvements
FIM DESCRIPTION:
This FIM will include new lighting ballast and lamp retrofits as well as occupancy sensors and lighting
control systems where specified.
GOALS:
• Improved light levels
• Improved indoor environments
• Improved reliability of lighting systems
• Utility savings
• O&M savings
FINAL ENGINEERING:
• Development of light fixture drawings and retrofit codes.
• Development of equipment submittals.
SCOPE OF WORK:
;'
• Lenses and diffusers will be cleaned on each fixture that is retrofitted.
• New light levels will meet IES standards.
• The following tables indicate new lighting systems and lighting retrofits included in this FIM.
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�
FIM #:
FIM NAME:
�
HVAC & DDC Controi Upgrades
F!!VI DESCRIPTION:
This FIM includes HVAC & DDC Control upgrades to the following facilities:
• City Hall Central Plant
• City Hail
• City Hall Annex
• Public Safety Building
.
Central Library
FWCC
Animal Control Center
Southside Service Center
Implementation of this FIM will provide a variety of upgrades and improvements to the facilities as described in
the detailed Scope of Work.
GOALS:
.
.
�
.
Improved indoor temperatures
Improved reliability of HVAC systems
Better indoor air quality
Upgrade of outdated HVAC equipment
Energy cost savings
O&M savings
Capital cost savings
ASSUMPTIONS:
• Unless specified to be replaced in this Scope of Work, all HVAC equipment is in good working condition.
• Unless specified to be replaced in this Scope of Work, all existing NVAC controls (pneumatic & electronic)
are functional and in good working condition.
SCOPE OF WORK:
General — Mechanical & Electrical:
• All new mechanical systems to meet or exceed existing conditions.
• Unless stated otherwise in this Scope of Work, all new starters, disconnect switches, and motors will be
provided with new/replaced equipment including any and all electrical work required for proper installation.
• For all new outdoor DX rooftops, condensing units & air-cooled chillers, coil/hail guards are required.
• For all new HVAC DX units, ton requirements are at ARI conditions (95 deg F outdoor air) & heating
requirements shall be low heat output option.
• All new HVAC DX units shall have the following minimum cooling efficiencies:
New NVAC DX Equipment Efficiencv Requirements
r
Type Tons (SEER) / EER
PTAC All sizes (14)/12.0
Split 5.3 tons & below (14)/12.0
RTU/Split 5.3 tons & below (14)/11.6
52
RTU/Split 5.4 tons — 11.2 tons 11.5
RTU/Split 11.25 tons — 19.9 tons 11.5
RTU/Split 20 tons — 63.2 tons 10.5
RTU/Split 63.2 tons & above 9.7
Notes:
3. For all units rated at 5.0 tons & below (except PTAC units), efficiency rating is SEER.
4. For ail PTAC units & other units rated at 6.0 tons & above, efficiency rating is EER.
provide all necessary new ductwork, gas lines,
including strainers, pump pads (if existing pads are
s For all existing pumps directiy associated with new equipment to be installed, existing strainer screen will
be removed, cleaned & re-installed. If existing strainer screen is no longer functional, replace with new
strainer screen.
• Unless specified to be replaced in this Scope of Work, existing balance dampers and valves will be utilized
for all TAB work.
equipment and new piping.
• Where scope requires replacement of equipment,
condensate lines, etc. for proper working systems.
• All new pumps shall include new pump accessories,
not adequate), pressure gauges, etc.
• Furnish and install all necessary electrical wiring and devices for a complete and operational system.
• Furnish and install all necessary mechanical fitting and devices for a complete and operational system.
• When installing new chillers, cooling towers, boilers, pumps and control valves, provide cleaning and
flushing of any new piping installed and re-fill systems. Piping smaller than 2" may be cleaned and flushed
prior to final connection to mains. For piping 2" and greater, provide and install new 2" nipples and ball
valves to facilitate flushing between new equipment and isolation valves. Locally bleed air from new
• All equipment provided under this Scope of Work shall include startup and commissioning.
, General - Piping:
• Unless stated otherwise in this Scope of Work, provide and install molded fiberglass pipe insulation with
an ASJ jacket on all new piping.
• Provide and install piping identification with flow arrows on all new piping.
• All new piping will be schedule 40 Black Steel or copper and all joints will be welded. All new
condensate piping shall be seamless. �
• All pipe fittings are to be long radius steel joined by field weld applied joints.
• Maintain pipe installation so no trapped pockets exist without slope to a drain opening.
General — DDC Controls:
• All new controls will be JOHNSON CONTROLS INC. DDC controls.
• Most recent Metasys Extended Architecture version. If JOHNSON CONTROLS INC. releases new
software update before the one-year warranty of this improvement measure expires, JOHNSON
CONTROLS INC. will provide new software version to the City at no additional cost. After the one-year
warranty expires, City will be responsible for any costs associated with software upgrades.
• Replace all existing pneumatic controls with new electronic DDC controls at the following facilities:
o City Hall Central Plant
o City Hall
o City Hall Annex
o Public Safety Building
o Southside Service Center
• Dynamic graphics. Graphics shall include central plant equipment & AHU's.
• Provide user-friendly HVAC equipment scheduling screens.
• All room sensors shall be sensor only with heat/cool lever & no temperature display.
• All controls mounted and wired as specified.
• All new power wiring shall be in EMT or rigid conduit in mechanical rooms or exposed areas and as
required by applicable electrical codes.
53
• All new Class 2 signal wiring will be installed as plenum-rated cable above accessible lay-in ceilings.
• Control, control power and interlock wiring will be performed according to applicable electrical codes to
provide a turnkey installation.
� Insta4l new CO2 DDC controls for demand ventilation control at the following facilities:
• o City Hall
o City Hall Annex
o Public Safety Building
o Southside Service Center
• All furnished controls under this scope of work shall include startup and commissioning.
Scope of Work — City Hall Central Piant
Replace Central Plant Chiller CH-3
Furnish and Install:
• One (1) new 400-ton VFD centrifugal high-efficiency water cooled chiller CH-3 with factory installed
BACNET controls interface hardware. Minimum cooling efficiencies for the new chiller shall be: Full
Load — 0.576 kW/ton or less, IPLV — 0.549 kW/ton or less.
• One (1) new horizontal split-case 1200 GPM, 55' Head, 25 HP condenser water pump CWP-3.
• Modify concrete pad to accommodate new chiller equipment.
• Modify evaporator piping size from 6" to 8". Insulate and paint new piping.
��T3�
• One (1) chiller & one (1) condenser water pump.
DDC Controls:
����� • Integrate new chiller BACNET controls into existing Metasys system.
• Reconnect existing Metasys controls to new Condenser Water Pump CWP-3.
• Update graphics.
Convert Central Chiller Plant to Variable Primary System
Furnish and Install:
• New chilled water bypass piping with one (1) new 6" modulating control valve.
• Three (3) new 8" modulating chiller control valves.
• One (1) new flow meter to measure total chilled water flow.
TAB:
• Three (3) chillers and two (2) chilled water pumps.
DDC Controls:
• Integrate new modulating control valves into existing Metasys system.
• Revise existing sequence of operation to incorporate variable primary system.
• Update graphics.
Install Condenser Water Pump VFD's
Furnish and Install:
, • Two (2) new VFD's on existing condenser water pumps CWP-1 and CWP-2.
TAB:
• Two (2) condenser water pumps.
54
DDC Controls:
• Integrate new VFD's into existing Metasys system. VFD's will be manually adjusted through the FMS for
required flows (no automatic control).
� Update graphics.
Replace Central Plant Boilers B-1 & B-2
Furnish and Install:
• Two (2) new 3,000,000 Btuh modulating, forced draft, internal ignition, high efficiency, natural gas
boilers with factory installed BACNET controls interface hardware (AERCO Model BK3.0 or equivalent).
• Two (2) new hot water pumps and VFD's.
• New stainless steel flue, sealed air tight. Flue to terminate above the parapet wall with a rain cap. Flue
supported off of parapet wall.
• New gas regulator to reduce gas pressure down from 2 psig to boiler manufacturer recommended gas
pressure.
• Pressure relief drain which will be independent for each boiler.
• Modify concrete base as needed to provide height sufficient for slope of condensate drain piping.
• Two (2) new condensate neutralizing tubes at each boiler (four (4) total).
• Two (2) new motorized isolation valves.
TAB:
• Two (2) boilers and two (2) hot water pumps.
DDC Controls:
• Integrate new boiler BACNET controls into existing Metasys system.
• install new controls for hot water pump VFD's and motorized shutoff valves.
• Update graphics.
Centrai Plant Coolinq Tower Upgrades
Furnish and Install:
• New fill packs and stainless steel fill support tubes into cooling tower.
• New stainless steel hot water basins and covers.
.
Replace existing rusted corner panels at the air inlet sides.
New nozzles in the hot water basins.
New pinion gear oil seal components for Cell #3.
• Cells will be shut down and isolated during each repair.
• Replacement & re-conditioning of existing structural members at wall panels and mechanical equipment
supports.
Central Plant Coolinq Tower Basin Cleaninq System
Furnish and Install:
• Three (3) new LAKOS Model TCX-0200 SRV basin cleaning systems, or equal,
o Separator, pump, basket strainer and solids recovery vessel
o All interconnection piping and valves
o NEMA 4X motor starter and controls
o Fully assembled and installed on a skid
Scope of Work — City Hall
Convert Main AHU to Variable Volume System
with the following features:
55
Furnish and Install:
• Three (3) new 40 hp premium efficiency inverter duty supply fan motors with VFD's.
= Replace existing motor sheaves of supply fans SF-1 and SF-3 to match sheave diameter on SF-2.
a Two (�2) new 30 hp premium efficiency inverter duty return fan motors with VFD's.
• One (1) new 10 hp premium efficiency inverter duty relief fan motor with VFD.
• At each of the existing one-hundred sixty-four (164) hot water reheat coil locations:
o New modulating opposed blade control damper upstream of existing reheat coil.
o New DDC 2-way valve and associated piping.
o New pressure independent autofiow valve.
• Reinstall approximately 43 lighting fixtures
TAB:
• Six (6) fans.
• One-hundred sixty-four (164) control dampers/reheat coils and associated supply diffusers.
DDC Controls:
• Integrate new fan VFD's into existing Metasys system.
• install new DDC room sensors for each control damper/reheat coil.
• Update graphics.
'.. • � •. ..-
�urnish and Install:
56
• One (1) new 25-ton DX computer room unit and one (1) new chilled water computer room unit (Liebert, or
equivalent). New computer room units shall include factory installed BACnet controls interface hardware.
New computer room units will automaticaliy switch between chilied water & DX operation.
+ One F1) new 25-ton remote air-cooled condensing unit (Liebert or equivalent).
• New refrigerant piping.
• New chilled water supply and return piping from basement to IT room unit. Tap into existing basement
chilled water supply and return mains.
• Existing chilied water AHU serving IT room to remain in place as backup unit.
TAB:
• Two (2) computer room units.
DDC Controls:
• Integrate new IT computer room units into existing Metasys system.
Perimeter HVAC Upqrades
Furnish and Install:
• At AHU-4, install one (1) new chilled water coil and replace one (1) existing pneumatic 3-way hot water
valve with new 2-way DDC valve.
• At each of the existing one-hundred seventy-four (174) induction box locations:
o Remove existing CHW/HW piping back to mains. Install new piping between the mains and the
induction box coil, including new rnanual shutoff valve.
o Replace existing pneumatic 3-way valve with new 2-way DDC valve.
o New pressure independent autoflow valve & strainer.
o New closure panel (installed behind the induction box).
• At the four (4) existing induction box heat exhangers:
o Replace four (4) existing pneumatic 3-way CHW/HW valves with new 3-way DDC valves.
o Replace four (4) existing pneumatic 3-way HW valves with new 3-way DDC valves.
o For existing CHW/HW zone pumps, two (2) new 10 HP VFD's and two (2) new 7.5 HP VFD's.
TAB:
• One (1) AHU & four (4) pumps.
• One-hundred seventy-four (174) induction boxes.
DDC Controls:
• Integrate new pump VFD's & control valves into existing Metasys system.
• Install new DDC RA sensors for each induction box.
• Update graphics.
3`d Floor VAV Box Upqrades
TAB:
• Three (3) AHU's.
• Eighty-three (83) fan-powered VAV boxes and associated supply diffusers.
DDC Controls:
• Replace existing VAV box controls with new Metasys DDC controls.
AHU-13 Upqrades
Furnish and Install:
57
• Two (2) new insulated duct transitions to connect existing duct-mounted reheat coils (currently abandoned)
to existing ductwork serving Print Shop area.
' icope or Work — Citv Hall Annex
Replace Rooftop Chiller
Furnish and Install:
• One (1) new 250-ton high-efficiency air-cooled chiller with factory installed BACNET controls interface
hardware. Minimum cooling efficiencies for the new chiller shall be: Full Load — 1.255 kW/ton or less, IPLV
— 12.75 EER or greater.
• Replace two (2) existing chilled water pumps with two (2) new pumps. One is standby pump.
TAB:
• One (1) chiller & two (2) chilled water pumps.
DDC Controls:
• Integrate new chiller BACNET controls into existing Metasys system.
• Reconnect existing Metasys controls to new chilled water pumps.
AHU & VAV Box Upqrades
Furnish and Install:
• New outside air & return air dampers and ductwork to re-enable AHU economizer cycles.
TAB:
• Nine (9) AHU's.
• Fifty-nine (59) fan-powered VAV boxes and associated suppiy diffusers.
DDC Controls:
• Replace existing VAV box controls with new Metasys DDC controls.
• Integrate new economizer cycles into existing Metasys system.
• At AHU-1A & AHU-1B, add mixed air & supply air sensors.
• Update graphics.
Scope of Work — Public Safety Building
Replace AHU-12
Furnish and Install:
• One (1) new 5-zone MZU AHU with five (5) new duct-mounted steam coils.
• Connect new AHU to existing ductwork, steam piping and CHWS/CHWR piping.
• Five (5) new steam control valves.
• New wall, two (2) new doors and one (1) new RA grille.
TAB:
• One (1) AHU and associated supply diffusers.
DDC Controls:
• Integrate new AHU to existing Metasys system.
• Update graphics.
AHU & DX Unit Upqrades
C:
Furnish and Instail:
� For AHU-1 through AHU-5, replace existing pneumatic steam control valves with new DDC valves and
replace existing pneumatic OA damper actuators with new electric actuators.
•' For three (3) DX split-systems, replace existing pneumatic steam control valves with new DDC valves.
DDC Controls:
• Integrate new valves and actuators to existing Metasys system.
• For AHU-1, add new mixed air sensor.
• For AHU-2 through AHU-5, add new supply air sensors.
• Add new Metasys DDC controls to the following DX units:
o Three (3) DX split-systems with steam heat.
o One (1) Carrier rooftop DX Wl" unit with eight (8) WT dampers.
o One (1) Penthouse DX rooftop unit
• Install DDC room sensors (monitor only) for one (1) elevator room
spiit-system.
• Update graphics.
Steam Trap Retrofits
DX rooftop unit and one (1) IT Room DX
Furnish and instali:
• Replace twelve (12) existing mechanical steam traps according to the schedule below with new mechanical
traps.
Qty
1
3
1
Building
Public Safety
Public Safety
Public Safety
1 Public Safety
1 Public Safety
1 Public Safety
�
�
Public Safety
Public Safety
Public Safety
B
B
2
2
3/4"
3/4"
3/4"
3/4"
3/4"
3/4"
Orifice
siZe
0.500
0.219
0.313
0.219
0.219
0.219
0.219
0.219
0.219
1 Public Safety 2 3/4" 0.219
In the rare instance that a trap may not be able to be replaced due to a size or configuration restraint, the trap will
be rebuilt with new internals and gasket.
Scope of Work — Central Library
Replace Central Library Boilers B-1 & B-2
Furnish and Install:
• Two (2) new 2,000 MBtuh modulating, forced draft, internal ignition, high efficiency, natural gas
with factory controllers (AERCO Model BK2.0 or equivalent).
• Two (2) new hot water pumps and VFD's.
• New stainless steel flue, sealed air tight. Flue to terminate above the parapet wall with a rain cap
supported off of parapet wall.
boilers
Flue
• New gas regulator to reduce gas pressure down from 2 psig to boiler manufacturer recommended gas
pressure.
` • Pressure relief drain which will be independent for each boiler.
• Modify concrete base as needed to provide height sufficient for slope of condensate drain piping.
• Two (2) new condensate neutralizing tubes at each boiler (four (4) total).
Floor Pipe
Size
1 1/2"
3/4"
1"
59
• Two (2) new motorized isolation valves.
TAB:
"� Two (2) boilers and two (2) hot water pumps.
DbC Controls:
• integrate new boiler controllers into existing Metasys system.
• Install new controls for hot water pump VFD's and motorized shutoff valves.
• Update graphics.
Replace Rooftop AHU
Furnish and Install:
• One (1) new 36,000 CFM Rooftop AHU with chilled water coil.
• New AHU will include supply and return fan VFD's and economizer dampers.
���
• One (1) AHU.
DDC Controis:
• Integrate new AHU to existing Metasys system.
Replace Central Plant Coolinq Tower
Furnish and Install:
• One (1) new two-cell 500-ton fiberglass cooling tower with direct drive motors & VFD's.
• Re-use existing cold water basin. Add new divider wall in cold water basin to isolate each cell. Coat cold
water basin with two part Epoxy.
• New stainless steei screens for suction piping.
• 250-ton temporary cooling tower (during new tower installation).
TAB:
• One (1) cooling tower.
DDC Controls:
• Integrate new cooling tower to existing Metasys system.
Scope of Work — Fort Worth Convention Center (FWCC)
Replace Secondary Chilled Water Pump C1
Furnish and Install:
• One (1) new 125 hp secondary chilled water pump C-1 & VFD (PACO 8012 2500 135 125 or similar).
TAB:
• One (1) chilled water pump.
DDC Controls:
�`
• Integrate new pump VFD to existing Metasys system.
Scope of Work — Animal Control Center
.�
HVAC Upqrades
Furnish and Install:
•� One (1) new 70-ton high-efficiency rooftop air-cooled chiller with factory installed BACNET controls
interface hardware.
• One (1) new chilled water pump, 3 hp, 105 GPM, 60 ft HD.
• Two (2) new rooftop AHU's with gas heat:
o AHU-1: 10,500 cfm (cooling), 14,000 cfm (economizer)
o AHU-2: 2,000 cfm (cooling), 2,700 cfm (economizer)
• New AHU's to be furnished with heat pipes, VFD's on fans and economizer dampers.
• Two (2) new 3-way DDC chilled water valves.
• Ten (10) new exhaust fans equipped with VFD's.
TAB:
• One (1) chiller and one (1) chilled water pump.
• Two (2) AHU's and associated supply diffusers.
• Ten (10) exhaust fans.
DDC Controls:
• Integrate new chiller BACNET controls into existing Metasys system.
• Integrate new chilled water pump, AHU's and exhaust fans into existing Metasys system.
Scope of Work — Southside Service Center
HVAC Upqrades
Furnish and Install:
• For AHU's:
o Replace five (5) existing pneumatic 2-way chilled water valves with new 2-way DDC vaives.
o Replace five (5) existing pneumatic 3-way hot water valves with new 3-way DDC valves.
o Two (2) new VFD's for AHU-2 and AHU-4.
• One (1) new VFD for secondary chilled water pump.
• For hot water system, replace one (1) existing pneumatic 3-way hot water valve with new
valve.
• Eighteen (18) new cooling-only VAV boxes:
ID CFl�I ma� Quantity
A 150 2
B 200 3
C 500 5
D 750 3
E 1000 3
G 1750 3
TAB:
• Two (2) chillers & three (3) chilled water pumps.
• One (1) boiler & one (1) hot water pump.
• Five (5) AHU's.
� Eighteen VAV boxes and associated supply diffusers.
3-way DDC
61
DDC Controls:
• Furnish new Metasys DDC controls for the following equipment:
o Two (2) existing Carrier air-cooled chillers.
o❑ne (1) existing secondary chilled water pump with new VFD and two (2) existing primary chilled water
pumps.
o One (1) existing Laars boiler and one (1) existing hot water pump.
o Five (5) existing AHU's. Two (2) new VFD's for AHU-2 and AHU-4.
o Eighteen (18) new cooling-only VAV boxes.
o Four (4) unit heaters and seventeen (17) radiant heaters. Install new door monitor switches for each
large overhead bay door.
FIM #: 3
FIM NAME: Retro-Commissioning
FIM DESCRIPTION:
This FIM includes HVAC retro-commissioning at the following facilities:
• Zipper Building
• City Hall
• City Hall Annex
• Public Safety Building
• SW Regional Library
• East Regional Library
GOALS:
" a Improved facility efficiency
• Improved indoor temperatures
• Better indoor air quality
• Energy cost savings
FINAL ENGINEERING:
• Retro-Commissioning analysis.
SCOPE OF WORK:
• Verification of all control point functionality and reporting at operator workstation.
• Functional performance testing of VAV boxes to include sequence of operation, calibration of airflow
sensor, air valve function, heating function, and fan function.
• Functional performance testing of air handlers to include sequence of operation, total perFormance
measurement, chilled water valve, heating water valve, sensors, safeties, and VFD performance where
applicable.
• Functional performance testing of make-up air units to include sequence of operation, total performance
measurement, enthalpy wheel perFormance, chilled water valve, heating water valve, sensors, safeties, and
VFD performance where applicable.
• Functional performance testing of hydronic distribution pumps to include sequence of operation, total
performance measurement, alarm reporting, and VFD performance where applicable.
• Functional performance testing of boiler and heating water heat exchanger systems to include sequence of
operation, total performance measurement, and alarm reporting.
• Functional performance testing of chilled water and condenser water systems to include sequence of
62
operation, total perFormance measurement, and alarm reporting.
• Verification of all operator workstation graphics.
• Rework of sequences of operation to reduce operating costs.
a Provide condition assessment of all commissioned equipment.
FIM #:
FIM NAME:
n
Window Film & Sealing
FIM DESCRIPTION:
This FIM will include will include installation of window film in designated locations throughout the facilities.
This FIM will reduce solar heat gain, thus providing cooling energy and peak demand savings. In addition, the
film will improve the insulating properties of the windows involved, resulting in additional cooling savings along
with some heating savings during the cooler months.
The window film is a low-E film that significantly reduces solar heat gain through windows. The film has a low
emissivity factor indicating the film's ability to reflect infrared heat without absorption. The film also has low
reflecting qualities and allows visible light transmission. This film allows visibility from the interior to the exterior
without affecting the film's solar performance.
The window film to be installed has the following specifications:
• Shading Coefficient: 0.66
• U-Value (winter median): Double Pain, 1.04; Single Pain,0.48
• Total solar energy rejection: 49%
• Ultraviolet Transmission: 1 %
GOALS:
• Utility savings
• Enhancement of the exterior appearance of the buildings.
• Improved comfort of building occupants by significantly reducing hot and cold spots
• Reduction of distracting glare and improved view out of the buildings.
• Provide protection against harmful UV radiation for both occupants and building furnishings.
FINAL ENGINEERING:
• Development of equipment submittals.
SCOPE OF WORK:
infiltration.
• The solar film will be applied on 11,541 sqft of glass as follows:
• Window Film to be installed on interior surface of windows, all air gaps shall be sealed to reduce air
o City Hall Annex 6,616 sqft
o Public Safety Bldg 4,925 sqft
• Windows will be sealed from opening using the following methods:
o City Hall Annex
■ Total windows requiring locks — 48
• Majority of windows are either painted shut or have the existing locks.
■ Fourth floor windows will require an additional measure. We will remove
screw and installing a longer screw that will inhibit the function of the lever.
o Public Safety Building
one existing
63
'° FIM #:
►i�iT ►I�l�
■ Total number of windows:
■ The windows in this building
CONTROLS WC. will install
the windows.
5
Water Conservation
FIM DESCRIPTION:
174
have a metal frame, and open in the center. JOHNSON
eyelet screws as exist on one first floor windows to secure
Water conservation improvements are to be installed in the Southside Service Center Facility. Bathroom
fixtures offer good water saving opportunities because many of these fixtures can be retrofit to reduce the
amount of water consumed per flush (toilets and urinals) or per minute of use (sinks and showers). Reducing
sink and shower water usage also saves the thermal energy used to make hot water.
GOALS:
• Water utility savings
• Hot water savings
FINAL ENGINEERING:
• Development of equipment submittais.
SCOPE OF WORK:
Toilet Replacements:
21 existing high flow toilets will be replaced with new 1.28 gpf toilets. New 1.28 gpf china will be
installed where appropriate and existing flushometers will be replaced or retrofit with 1.28 gpf
flush valves. "
A typical toilet replacement with flush valve upgrade includes the following major components:
1.28 gpf in kind china replacement
New outlet seals and Jonny-bolts if applicable
New toilet seats with stainless steel hardware
New 1.28 gpf flush valve
10% Stop valve replacement or angle stop repair is anticipated and is included in this scope,
based on the types and ages of fixtures noted in the audit.
10% flange repair for floor mount toilets is anticipated and is included in this scope.
Caulking of new china fixtures and any carrier bolt work is excluded.
Bathroom Sinks:
19 existing high flow bathroom sink faucets will be retrofit with new, tamper resistant, 0.5 gpm
faucet flow restrictors. 2 kitchen sinks will be retrofit with 1.5 gpm faucet flow restrictors.
Accessibility and ADA Code:
Like-for-like fixture upgrades are included in this proposal: existing high-flow, ADA-height toilets
will be replaced with low-flow, ADA height-toilets; existing high-flow, standard height toilets will be
replaced with low-flow, standard height toilets.
FIM #: 6
.�
FIM NAME: Power Factor Correction
FIM DESCRIPTION:
fhis improvement measure will include the installation of new power factor equipment for one (1) existing
electric meter serving the Fort Worth Water Gardens.
GOALS:
• Eliminate power factor penalty cost
• Utility savings
ASSUMPTIONS:
• Capacitors will be installed near interior power meter.
• The capacitors will be connected on the secondary side of an existing disconnect.
FINAL ENGINEERING:
• Development of equipment submittals.
• Finalize equipment performance requirements.
SCOPE OF WORK:
Meter Address
1600 MAIN ST
ESI# 90443720005576451
• Furnish and install the necessary power factor capacitance at the following service address and ESI ID
account to maintain a minimum power factor of 95%.
• Preparations can be made while the system is energized; however, final terminations will require a
shutdown of approximately four (4) hours per system.
• Capacitors will run continuously but require very little cost to operate.
• Capacitors will be installed in a location that wiil not hinder the day to day efforts of facility maintenance
personnel.
65
Agreement No. TE-1975
Payment
Number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Payment
Date
8/1/2013
11/1/2013
2/1/2014
S/1/2014
8/1/2014
11/1/2014
2/1/2015
5/1/2015
8/1/2015
11/1/2015
2/1/2016
5/1/2016
8/1/2016
11/1/2016
2/1/2017
5/1/2017
8/1/2017
11/1/2017
2/1/2018
5/1/2018
8/1/2018
11/1/2018
2/1/2019
5/1/2014
8/1/2019
11/1/2019
2/1/2020
5/1/2020
8/1/2020
11/1/2020
2/1/2021
5/1/2021
8/1/2021
11/1/2021
2/1/2022
5/1/2022
8/1/2022
11/1/2022
2/1/2023
EXHIBIT B
RENTAL PAYMENT SCHEDULE
The Rental Payments shall be made for the Equipment as follows:
Payment
Amount
50,000.00
130,000.00
130,000.00
265,000.00
265,000.00
259,500.00
259,500.00
259,500.00
259,500.00
339,500.00
339,500.00
339,500.00
339,500.00
339,500.00
339,500.00
339,500.00
339,500.00
377,000.00
377,000.00
377,000.00
377,000.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489, 500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
Interest
Amount
72,168.72
103,222.10
103,072.41
102,921.89
102,015.87
101,104.79
100,219.36
99,328.98
98,433.62
97,533.26
96,180.67
94,820.51
93,452.75
92,077.34
90,694.25
89,303.43
87,904.83
86,498.41
84,874.50
83,241.52
81,599.41
79,948.12
77,658.72
75,356.53
73,041.46
70,713.46
68,372.44
66,018.33
63,651.07
61,270.57
58,876.77
56,469.58
54,048.94
51,614.77
49,166.99
46,705.52
44,230.30
41,741.24
39,238.27
Principal
Amount
-22,168.72
26,777.90
26,927.59
162,078.11
162,984.13
158,395.21
159,280.64
160,171.02
161,066.38
241,966.74
243,319.33
244,679.49
246,047.25
247,422.66
248,805.75
250,196.57
251,595.17
290,501.59
292,125.50
293,758.48
295,400.59
409,551.88
411,841.28
414,143.47
416,458.54
418,786.54
421,127.56
423,481.67
425,848.93
428,229.43
430,623.23
433,030.42
435,451.06
437,885.23
440,333.01
442,794.48
445,269.70
447,758.76
450,261.73
Purchase Option
Price *
18,834,787.58
18,807,474.12
18,780,007.98
18,614,688.31
18,448,444.50
18,286,881.38
18,124,415.13
17,961,040.69
17,796,752.98
17,549,946.91
17,301,761.19
17,052,188.11
16,801,219.91
16,548,848.80
16,295,066.94
16,039,866.44
15,783,239.36
15,486,927.74
15,188,959.73
14,889,326.08
14,588,017.48
14,170,274.56
13,750,196.46
13,327,770.12
12,902,982.41
12,475,820.13
12,046,270.02
11,614,318.72
11,179,952.81
10,743,158.79
10,303,923.10
9,862,232.07
9,418,071.99
8,971,429.05
8,522,289.38
8,070,639.01
7,616,463.92
7,159,749.98
6,700,483.02
•�
40
41
42
�' 3
44
45
46
47
48
49
50
51
Grand Totals
5/1/2023
8/1/2023
11/1/2023
2/1/2024
5/1/2024
8/1/2024
11/1/2024
2/1/2025
5/1/2025
8/1/2025
11/1/2025
2/1/2026
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
489,500.00
487,500.00
487,500.00
487,500.00
487,500.00
975,000.00
975,000.00
21,750,000.00
36,721.30
34,190.27
31,645.08
29,085.67
26,511.96
23,923.85
21,321.28
18,715.34
16,094.83
13,459.67
10,809.78
5,419.97
3,306,690.70
Contract Rate: The Contract Rate is 2.236% per annum.
Lessee: City of Fort Worth
Signature:
Name Printed
to Form and Legality:
452,778.70
455,309.73
457,854.92
460,414.33
462,988.04
465,576.15
466,178.72
468,784.66
471,405.17
474,040.33
964,190.22
969,580.03
18,443,309.30
6,238,648.75
5,774,232.82
5,307,220.80
4,837,598.19
4,365,350.39
3,890,462.71
3,414,960.42
2,936,800.07
2,455,966.79
1,972,445.66
988,971.63
Title: Assistant City Manaqer
Date: Mav 30, 2013
Approved
Douglas VV. Black
Assistant City Attorney
Reco
ended by:
) �� ��s�
� Douglas W
Director Tr<
ernando Costa
��
1/iersig, PE
sportation & Public Wol� s Department
Date: May 30, 2013
Assumes all Rental Payme
'��.:1, ii�: ,�'� �. .
�
: r ' ���, ti��
otherwise due on that date have been
�: —�� ;;�L .,=;' _,sF;��
� :�, Y � .
�
, •; I
y �� •
.i'
y_� _,
�
Agreement No. TE-1975
EXHIBIT C
ACCEPTANCE CERTIFICATE
Lessee: City of Fort Worth
Master Municipal Equipment Lease-Purchase Agreement ("Agreement'� Dated: May 30, 2013
The Undersigned Acknowledges and Represents that:
�
2.
The Equipment identified in ExhibitA to the above-referenced Agreement is delivered, installed,
available for use and is placed in service as of the Acceptance Date indicated below.
Such Equipment is in good operating condition and repair and is accepted as satisfactory in all
respects for purposes of the Agreement.
Lessee: City of Fort Worth
Acceptance Date:
Signature:
Name Printed:
Title:
,�� �
.:
Agreement No. TE-1975
EXHIBIT D
8038G Questionnaire and IRS Form
••
Agreement No. TE-1975
8038-G QUESTIONNAIRE
Name of Lessee: Citv of Fort Worth
�ddress oi Lessee: 1000 Throckmorton, Fort Worth, Texas, 76102
Centact Person: Samuel C. Steele, Administrator of Sustainabiltv Proqrams
Telephone Number: 817-392-1276
Email Address: Sam.SteeleCa�Fortowrthqov.orq
Lessee's FEIN: 75-6000528
GENERAL
ln October 2011, the Internal Revenue Service ("IRS") updated Form 8038-G (the form used by Lessees to reporf
the issuance of a tax-exempt obligation). The revised Form 8038-G asks specific questions about written
procedures to: (1) monitor private use of assets financed with proceeds of a tax-exempt obligation and, as
necessary, to take remedial actions to correct any violations of federal tax restricfions on the use of financed
assets; and (2) monitor the yield on the investment of gross proceeds of tax-exempt obligations and, as
necessary, make payments of arbitrage rebate earned to the United States. In addition, the revised Form 8038-G
asks Lessees to report whether any proceeds will be used to reimburse the Lessee for an expenditure paid prior
to issuance. This questionnaire is designed to obtain the information necessary to complete Form 8038-G for the
Lease. Lessee will be required to review and approve the information enfered prior to signing the 8038-G form.
At this time, the consequences of not having adopted written procedures to monitor private use of financed
assets and yield on the investment of gross proceeds of tax-exempt obligations are unknown. If you have further
questions, please consult your regular bond or legal counsel.
Part 1- Written Tax Compliance Procedures
Note: If either of these questions is not answered, we will assume the Lessee has not adopted the described
procedures.
1. Has the Lessee established written procedures to monitor compliance with federal tax restrictions for the term of the
lease? The written procedures should identify a particular individual within Lessee's organization to monitor
compliance with the federal tax requirements related to use of the financed assets and describe actions to be taken in
the event failure to comply with federal tax restrictions is contemplated or discovered. Yes i� No _
2. Has the Lessee established written procedures to monitor the yield on the investment of proceeds of the Lease on
deposit in an escrow account or similar furyel prior to being spent and to ensure that any positive arbitrage rebate
earned is paid to the United States? Yes � No _
Part 2- Reimbursement of Prior Expenditures
1. As of the funding date, were any of the proceeds of the Lease used to reimburse Le see for expenditures paid to
acquire the financed assets prior to the funding date of the Lease? Yes _ No �
lf yes, p/ease attach a spreadsheet listing the expenditure(s) together with the date paid, vendor paid and
purpose of the expenditure or other proof of the expenditure(s) containing this information (i.e. invoices, receipts,
cancelled checks).
Items 2 and 3 need to be completed ONLY if the answer to item 1 above is YES.
2. Please attach a copy of Lessee's resolution of intent to finance the financed assets, which includes date of adoption.
3. What is the amount of proceeds of the Lease reimbursed to Lessee? $
��L�L� -�-
�� NAME: Fernando Costa
TITLE: Assistant Citv Manaqer
DATE: Mav 30, 2013
�
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev. September 2011) � Under Internal Revenue Code section 149(e) OMB No. 1545-0720
� . ► See separate instructions.
Department of the Treasury Caution: If the issue rice is under $100,000, use Form 8038-GC.
!�ternal Revenue Service p
1 Issuer's name
ty of Fort Worth
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) � 3b Teiephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
1000 Throckmorton
6 City, town, or post office, state, and ZIP code
Fort Worth, Texas 79102
Room/suite
8 Name of issue
Lease TE-1975
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
instructions)
11
12
13
14
15
16
17
18
19
Samuel C. Steele, Administrator of Sustainabilty Programs
20
817-392-1276
�e of issue (enter the issue
See the instructions and attach schedule.
Education . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . .
Other. Describe ► Energy Performance Contract
If obligations are TANs or RANs, check only box 19a .....
If obligations are BANs, check only box 19b ........
If obligations are in the form of a lease or instaliment sale, check box
Description of Obligations. Complete for t
(a) Final maturity date
(b) Issue price
. . . . . . . . . . 11
. . . . . . . . . . 12
. . . . . . . . . . 13
. . . . . . . . . . 14
. . . . . . . . . . 15
. . . . . . . . . . 16
. . . . . . . . . . 17
18
. . . . . . . . ► ❑
. . . . . . . . ► ❑ -
. . . . . . . . ► �✓ , ,
entire issue tor w
(c) Stated redemption
price at maturity
If Amended Return, check here ►[
2 Issuer's employer identification number (EIN)
75-6000528
5 Report number (For IRS Use Only)
I3
7 Date of issue
9 CUSIP number
30, 2013
10b Telephone number of officer or other
employee shown on 10a
� form is beii
(d) Weighted
average maturity
filed.
$18,443,309) 30
(e) Yield
21 2/1/2026 $ 18,443,309.30 N/A 12.75 ears 2•236 %
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue (enter amount from line 21, column (b)) ... . .... 23
24 Proceeds used for bond issuance costs (including underwriters' discount) .. 24 _
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues ......... 27 `''
28 Proceeds used to advance refund prior issues ......... 28 u
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) ... 30
Description of Refunded Bonds. Complete this part only for refunding bonds. ,
31 Enter the remaining weighted average maturity of the bonds to be currently refunded ....► �ears
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ....► years
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYI� ...... ►
34 Enter the date(s) the refunded bonds were issued �(MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. cat. No. ss��ss Form 8038-G (Rev.9-2o11)
f
k
Form 8038-G (Rev.9-2011)
aneous
��
35 En�er the amount of the state volume cap allocated to the issue under section 141(b)(5) ....
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . .
b Enter the final maturity date of the GIC ►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . .
�
c
d
39
40
41a
b
42
43
35
36a
37
Page 2
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ►❑ and enter the following information:
Enter the date of the master pool obligation ►
Enter the EIN of the issuer of the master pool obligation ►
Enter the name of the issuer of the master pool obligation ►
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box .........
If the issuer has identified a hedge, check here ►❑ and enter the following information:
Name of hedge provider►
c Type of hedge ►
d Term of hedge ►
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . .
If the issuer has established written procedures to ensure that all nonqualified bonds of this issue
according to the requirements under the Code and Regulations (see instructions), check box ....
►
►
. . . . ►
are remediated
. . . . ►
44 If the issuer has established written procedures to monitor the requirements of section 148, check box ...
45a If some portion of the proceeds was used to reimburse expenditures, check here ►❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intent was adopted ►
Signature
and
Consent
►
❑
❑
�❑
�e
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's retum information, as necessary to
process this return. to the person that J,i�ave authorized above. ,
Signature of issuer's authorized representative
Paid
Preparer
Use Only
preparer's name
Firm's name ►
Firm's address ►
Preparer's signature
Date
i3 � F��w.�..�� ��tt�. . AGv►r►
T
Type or print name and title
Date Check ❑ if PTIN
self-employed
Firm's EIN ►
Phone no.
Form $03$-Ca (Rev. 9-2011)
f,
�
I nstructions for Form
• , •
Department of the Treasury
Internal Revenue Service
(Rev. September 2011)
Information Return for Tax-Exempt Governmental Obligations
Section references are to the Internal
Revenue Code unless otherwise noted
General Instructions
Purpose of Form
Form 8038-G is used by issuers of
tax-exempt governmental obligations to
provide the IRS with the information
required by section 149(e) and to monitor
the requirements of sections 141 through
150.
Who Must File
IF the issue price THEN, for tax-exempt
(line 21, column (b)) governmental
is... obligations issued
after December 31,
1986, issuers must
file...
$100,000 or more A separate Form
8038-G for each issue
Less than $100,000 Form 8038-GC,
Information Return for
Smail Tax-Exempt
Governmental Bond
Issues, Leases, and
Installment Sales
For all build Ame�ica bonds and
� recovery zone economic
• development bonds use Form
8038-8, Information Return for Build
America Bonds and Recovery Zone
Economic Development Bonds. For tax
credit bonds and specified tax credit
bonds use Form 8038-TC, lnformation
Return for Tax Credif Bonds and
Specified Tax Credit eonds.
When To File
File Form 8038-G on or before the 15th
day of the 2nd calendar month after the
close of the calendar quarter in which the
bond is issued. Form 8038-G may not be
filed before the issue date and must be
completed based on the facts as of the
issue date.
Late filing. An issuer may be granted an
extension of time to file Form 8038-G
under Section 3 of Rev. Proc. 2002-48,
2002-37 I.R.B. 531, if it is determined that
the failure to file timely is not due to wiliful
neglect. Type or print at the top of the
form "Request for Relief under section 3
of Rev. Proc. 2002-48" and attach a letter
explaining why Form 8038-G was not
submitted to the IRS on time. Also
indicate whether the bond issue in
question is under examination by the IRS.
Do not submit copies of the trust
indenture or other bond documents. See
Where To File next.
Where To File
File Form 8038-G, and any attachments,
with the Department of the Treasury,
Internal Revenue Service Center, Ogden,
UT 84201.
Private delivery services. You can use
certain private delivery services
designated by the IRS to meet the "timely
mailing as timely filing/paying" rule for tax
returns and payments. These private
delivery services include only the
following:
• DHL Express (DHL): DHL Same Day
Service,
• Federal Express (FedEx): FedEx
Priority Overnight, FedEx Standard
Overnight, FedEx 2Day, FedEx
International Priority, and FedEx
International First.
• United Parcel Service (UPS): UPS Next
Day Air, UPS Next Day Air Saver, UPS
2nd Day Air, UPS 2nd Day Air A.M., UPS
Woridwide Express Plus, and UPS
Worldwide Express.
The private delivery service can tell
you how to get written proof of the mailing
date.
Other Forms That May Be
Required
For rebating arbitrage (or paying a
penalty in lieu of arbitrage rebate) to the
Federal government, use Form 8038-T,
Arbitrage Rebate, Yield Reduction and
Penalty in Lieu of Arbitrage Rebate.
For private activity bonds, use Form
8038, Information Return for Tax-Exempt
Private Activity Bond Issues.
For build America bonds (Direct Pay),
build America bonds (Tax Credit), and
recovery zone economic development
bonds, complete Form 8038-B,
Information Return for Build America
Bonds and Recovery Zone Economic
Development Bonds.
For qualified forestry conservation
bonds, new clean renewable energy
bonds, qualified energy conservation
bonds, qualified zone academy bonds,
qualified school construction bonds, clean
renewable energy bonds, Midwestern tax
credit bonds, and all other qualified tax
credit bonds (except build America
bonds), file Form 8038-TC, Information
Return for Tax Credit Bonds and
Specified Tax Credit Bonds.
Rounding to Whole Dollars
You may show amounts on this return as
whole dollars. To do so, drop amounts
less than 50 cents and increase amounts
from 50 cents through 99 cents to the
next higher dollar.
Questions on Filing Form
8038-G
For specific questions on how to file Form
8038-G send an email to the IRS at
TaxExemptBondQuestions @irs.gov
and put "Form 8038-G Question" in the
subject line. In the email include a
description of your question, a return
email address, the name of a contact
person, and a telephone number.
Definitions
Tax-exempt obligation. This is any
obligation, including a bond, instaliment
purchase agreement, or financial lease,
on which the interest is excluded from
income under section 103.
Tax-exempt governmental obligation.
A tax-exempt obligation that is not a
private activity bond (see below) is a
tax-exempt governmental obligation. This
includes a bond issued by a qualified
volunteer fire department under section
150(e).
Private activity bond. This includes an
obiigation issued as part of an issue in
which:
• More than 10% of the proceeds are to
be used for any private activity business
use, and
• More than 10% of the payment of
principal or interest of the issue is either
(a) secured by an interest in property to
be used for a private business use (or
payments for such property) or (b) to be
derived from payments for property (or
borrowed money) used for a private
business use.
It also includes a bond, the proceeds
of which (a) are to be used directly or
indirectly to make or finance loans (other
than loans described in section 141(c)(2))
to persons other than governmental units
and (b) exceeds the lesser oi 5% of the
proceeds or $5 million.
Issue price. The issue price of
obligations is generally determined under
Regulations section 1.148-1(b). Thus,
when issued for cash, the issue price is
the first price at which a substantial
amount of the obligations are sold to the
public. To determine the issue price of an
obligation issued for property, see
sections 1273 and 1274 and the related
regulations.
Sep 20, 2011
Cat. No. 63774D
Issue. Generally, obligations are treated
as part of the same issue if they are
issued by the same issuer, on the same
date, and in a single transaction, or a
series or related transactions. However,
obligations issued during the same
calendar year (a) under a loan agreement
under which amounts are to be advanced
periodically (a "draw-down loan") or (b)
with a term not exceeding 270 days, may
be treated as part of the same issue if the
obligations are equally and ratably
secured under a single indenture or loan
agreement and are issued under a
common financing arrangement (for
example, under the same official
statement periodically updated to reflect
changing factual circumstances). Also, for
obligations issued under a draw-down
loan that meet the requirements of the
preceding sentence, obligations issued
during different calendar years may be
treated as part of the same issue if all of
the amounts to be advanced under the
draw-down loan are reasonably expected
to be advanced within 3 years of the date
of issue of the first obligation. Likewise,
obligations (other than private activity
bonds) issued under a single agreement
that is in the form of a lease or installment
sale may be treated as part of the same
issue if all of the property covered by that
agreement is reasonably expected to be
delivered within 3 years of the date of
issue of the first obligation.
Arbitrage rebate. Generally, interest on
a state or local bond is not tax-exempt
unless the issuer of the bond rebates to
the United States arbitrage profits earned
from investing proceeds of the bond in
higher yielding nonpurpose investments.
See section 148(f).
Construction issue. This is an issue of
tax-exempt bonds that meets both of the
following conditions:
1. At least 75% of the available
construction proceeds are to be used for
construction expenditures with respect to
property to be owned by a governmental
unit or a section 501(c)(3) organization,
and
2. All the bonds that are part of the
issue are qualified 501(c)(3) bonds,
bonds that are not private activity bonds,
or private activity bonds issued to finance
property to be owned by a governmental
unit or a section 501(c)(3) organization.
In lieu of rebating any arbitrage that
may be owed to the United States, the
issuer of a construction issue may make
an irrevocable election to pay a penalty.
The penalty is equal to 1�/2% of the
amount of construction proceeds that do
not meet certain spending requirements.
See section 148(f)(4)(C) and the
Instructions for Form 8038-T.
Specific Instructions
Part I—Reporting Authority
Amended return. An issuer may file an
amended return to change or add to the
information reported on a previously filed
return for the same date of issu e_ If you s the bonds that are pad of the
are filing to correct errors or cFi �nge a he underwriter's (or other
previously filed return, check th - e 's) funds. For a lease or
Amended Return box in the he�ding of t sale, enter the date inlerest
the form. ccrue in a MM/DD/YYYY
The amended return must p r��'ovide all
the information reported on th� original there is no name of the issue,
return, in addition to the new or corrected ivide other identificationof the
information. Attach an explanat ion of the
reason for the amended retu rn -- a nd write �ter the CUSIP (Committee on
across the top, "Amended Retu rn �curities Identification
Explanation." Failure to attach � n S number of the bondwith the
explanation may result in a del�y in �rity. If the issue does not have
processing the form. ,umber, write "None_"
Line 1. The issuer's name is tl—� e name of
the entity issuing the obligation - not the Enter the name and ti11e of the
name of the entity receiving the � benefit of lher employee of the issuer
the financing. For a lease or ins tallment IRS may call for rnore
sale, the issuer is the lessee or tt�e i. If the issuer wishes lo
purchaser. a person other th an an officer
Line 2. An issuer that does no�t have an �Ployee of the issuer (including
employer identification number �as( EIN) resentative or pa�d preparer)
should a I for one on Form S� �-4, IRS may call for rnore
pp y i about the return , enter the
Application for Employer ldentifi cation and telephone number of
Number. You can get this form o n the 1 RS n on lines 3a and 3b.
website at IRS.gov or by calling
1-800-TAX-FORM (1-800-829-3 --�76). You nP�ete lines l0a and 106 even
may receive an EIN by telephon -• e by �u complete lines 3a and 3b.
following the instructions for For -rn SS-4_
Line 3a. If the issuer wishes to authorize
a person other than an officer or— other rype of Issue
employee of the issuer (includinc�.�� a legal
representative or paid preparer) *o ;tions referred to in Part II are
communicate with the IRS and v�----�ihom the ie on the origina/ bontl
IRS may contact about this retu r r� uments, not on this form.
(including in writing or by telepho ne),
enter the name of such person r'.� ere. The he type of obligations issued
person listed in line 3a must be an the corresponding issue price
individual. Do not enter the nam � and title �rice under Definitions earlier).
of an officer or other employee o—� f the �edule listing na rnes and EINs
issuer here (use line 1 Oa for that ions that are to use proceeds
purpose). igations, if different from those
Note. By authorizing a person c=� ther tt-►an�, include a brief summary of
an authorized officer or other em ployee of indicate whether or not such
the issuer to communicate with tF--l-�e IRS vernmental or
and whom the IRS may contact �bout this�ental entity.
return, the issuer authorizes the � RS to nter a descriptio n of the issue
communicate directly with the in� ividual , Provided.
entered on line 3a and consents -- �o
disclose the issuer's return inforrr��ation to the obligations are short-term
that individual, as necessary, to � rocess ion notes or warrants (TANs)
this return. � revenue antici pation notes
(RANs), check box 19a. If the
Lines 4 and 6. If you listed an ir�divid ual ire short-term bond
on line 3a to communicate with tf�—� e IR S notes (BANs), issued with the
and whom the IRS may contact a � bout thisthat they will be refunded with
return, enter the number and stre= �t (o r ; of long-term b ands at some
P.O. box if mail is not delivered tc-� stre et �heck box 19b. Do not check
address), city, town, or post offic��, state,
and ZIP code of that person. Oth�rwise,
enter the issuer's number and str. et ( o r ieck this box if property other
P.O. box if mail is not delivered to—�v stre et exchanged for the obligation,
address), city, town, or post office , state, acquiring a pol ice car, afire
and ZIP code. phone equipme nt through a
Note. The address entered on li r--� es 4 �thly payments _(This type of
and 6 is the address the IRS will � �se for sometimes ref� rred to as a
all written communications regard _ � i ng ti-�e ase.") Also che ck this box if
processing of this return, includinr-^ any is directly acqvired in
notices. ' an obligation t� make
nents of intere�t and
Line 5. This line is for IRS use or�-ily. �a not check this box if the
not make any entries in this box. he obligation a re received in
Line 7. The date of issue is gene rally th�sh, even if the- term "lease"
date on which the issuer physicall��� � title of the issUe�
-2-
Part III—Description of
Obligations
Line 21. For column (a), the final
maturity date is the last date the issuer
must re�eem the entire issue.
For column (b), see Issue price under
Definitions earlier.
r'
For column (c), the stated redemption
price at maturity of the entire issue is the
sum of the stated redemption prices at
maturity of each bond issued as part of
the issue. For a lease or installment sale,
write "N/A" in column (c).
For column (d), the weighted average
maturity is the sum of the products of the
issue price of each maturity and the
number of years to maturity (determined
separately for each maturity and by taking
into account mandatory redemptions),
divided by the issue price of the entire
issue (from line 21, column (b)). For a
lease or installment sale, enter instead
the total number of years the lease or
installment sale will be outstanding.
For column (e), the yield, as defined in
section 148(h), is the discount rate that,
when used to compute the present value
of all payments of principal and interest to
be paid on the obligation, produces an
amount equal to the purchase price,
including accrued interest. See
Regulations section 1.148-4 for specific
rules to compute the yield on an issue. If
the issue is a variable rate issue, write
"VR" as the yield of the issue. For other
than variable rate issues, carry the yield
out to four decimal places (for example,
5.3125%). if the issue is a lease or
installment sale, enter the effective rate of
interest being paid.
Part IV—Uses of Proceeds of
Bond Issue
For a lease or instaliment sale, write "N/A"
in the space to the right of the title for Part
IV.
Line 22. Enter the amount of proceeds
that will be used to pay interest from the
date the bonds are dated to the date of
issue.
Line 24. Enter the amount of the
proceeds that will be used to pay bond
issuance costs, including fees for trustees
and bond counsel. If no bond proceeds
will be used to pay bond issuance costs,
enter zero. Do not leave this line blank.
Line 25. Enter the amount of the
proceeds that wiil be used to pay fees for
credit enhancement that are taken into
account in determining the yield on the
issue for purposes of section 148(h) (for
example, bond insurance premiums and
certain fees for letters of credit).
Line 26. Enter the amount of proceeds
that will be allocated to such a fund.
Line 27. Enter the amount of the
proceeds that will be used to pay
principal, interest, or call premium on any
other issue of bonds within 90 days of the
date of issue.
Line 28. Enter the amount of the
proceeds that will be used to pay
principal, interest, or call premium on any
other issue of bonds after 90 days of the
date of issue, including proceeds that wiil
be used to fund an escrow account for
this purpose.
Part V—Description of
Refunded Bonds
Complete this part only if the bonds are to
be used to refund a prior issue of
tax-exempt bonds. For a lease or
installment sale, write "N/A" in the space
to the right of the title for Part V.
Lines 31 and 32. The remaining
weighted average maturity is determined
without regard to the refunding. The
weighted average maturity is determined
in the same manner as on line 21, column
(d).
Line 34. If more than a single issue of
bonds will be refunded, enter the date of
issue of each issue. Enter the date in an
MM/DD/YYYY format.
Part VI—Miscellaneous
Line 35. An allocation of volume cap is
required if the nonqualified amount for the
issue is more than $15 million but is not
more than the amount that would cause
the issue to be private activity bonds.
Line 36. If any portion of the gross
proceeds of the issue is or will be
invested in a guaranteed investment
contract (GIC), as defined in Regulations
section 1.148-1(b), enter the amount of
the gross proceeds so invested, as well
as the final maturity date of the GIC and
the name of the provider of such contract.
Line 37. Enter the amount of the
proceeds of this issue used to make a
loan to another governmental unit, the
interest of which is tax-exempt.
Line 38. If the issue is a loan of
proceeds from another tax-exempt issue,
check the box and enter the date of issue,
EIN, and name of issuer of the master
pool obligation.
Line 40. Check this box if the issue is a
construction issue and an irrevocable
election to pay a penalty in lieu of
arbitrage rebate has been made on or
before the date the bonds were issued.
The penalty is payable with a Form
8038-T for each 6-month period after the
date the bonds are issued. Do not make
any payment of penalty in lieu of arbitrage
rebate with this form. See Rev. Proc.
92-22, 1992-1 C.B. 736 for rules
regarding the "election document:'
Line 41a. Check this box if the issuer
has identified a hedge on its books and
records according to Regulations sections
1.148-4(h)(2)(viii) and 1.148-4(h)(5) that
permit an issuer of tax-exempt bonds to
identify a hedge for it to be included in
yield calculations for computing arbitrage.
Line 42. In determining if the issuer has
super-integrated a hedge, apply the rules
of Regulations section 1.148-4(h)(4). If
the hedge is super-integrated, check the
box.
Line 43. If the issuer takes a"deliberate
action" after the issue date that causes
the conditions of the private business
tests or the private loan financing test to
be met, then such issue is also an issue
of private activity bonds. Regulations
section 1.141-2(d)(3) defines a deliberate
action as any action taken by the issuer
that is within its control regardless of
whether there is intent to violate such
tests. Regulations section 1.141-12
explains the conditions to taking remedial
action that prevent an action that causes
an issue to meet the private business
tests or private loan financing test from
being treated as a deliberate action.
Check the box if the issuer has
established written procedures to ensure
timely remedial action for all nonqualified
bonds according to Regulations section
1.141-12 or other remedial actions
authorized by the Commissioner under
Regulations section 1.141-12(h).
Line 44. Check the box if the issuer has
established written procedures to monitor
compliance with the arbitrage, yieid
restriction, and rebate requirements of
section 148.
Line 45a. Check the box if some part of
the proceeds was used to reimburse
expenditures. Figure and then enter the
amount of proceeds that are used to
reimburse the issuer for amounts paid for
a qualified purpose prior to the issuance
of the bonds. See Regulations section
1.150-2.
Line 45b. An issuer must adopt an
official intent to reimburse itself for
preissuance expenditures within 60 days
after payment of the original expenditure
unless excepted by Regulations section
1.150-2(f). Enter the date the official
intent was adopted. See Regulations
section 1.150-2(e) for more information
about official intent.
Signature and Consent
An authorized representative of the issuer
must sign Form 8038-G and any
appiicable certification. Also print the
name and title of the person signing Form
8038-G. The authorized representative of
the issuer signing this form must have the
authority to consent to the disclosure of
the issuer's return information, as
necessary to process this return, to the
person(s) that have been designated in
Form 8038-G.
Note. If the issuer in Part 1, lines 3a and
3b authorizes the IRS to communicate
(including in writing and by telephone)
with a person other than an officer or
other employee of the issuer, by signing
this form, the issuer's authorized
representative consents to the disclosure
of the issuer's return information, as
necessary to process this return, to such
person.
Paid Preparer
If an authorized officer of the issuer filled
in this return, the paid preparer's space
should remain blank. Anyone who
prepares the return but does not charge
the organization should not sign the
return. Certain others who prepare the
-3-
return should not sign. For example, a
regular, full-time employee of the issuer,
such as a clerk, secretary, etc., should
not sign. ,
, Generally, anyone who is paid to
prepare a return must sign it and fill in the
other blanks in the Paid Preparer Use
Onlyarea of the return.
The paid preparer must:
• Sign the return in the space provided
for the preparer's signature (a facsimile
signature is acceptable),
• Enter the preparer information, and
• Give a copy of the return to the issuer.
Paperwork Reduction Act Notice. We
ask for the information on this form to
carry out the Internal Revenue laws of the
United States. You are required to give us
the information. We need it to ensure that
you are complying with these laws.
You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB
control number. Books or records relating
to a form or its instructions must be
retained as long as their contents may
become material in the administration of
any Internal Revenue law. Generally, tax
returns and return information are
confidential, as required by section 6103.
The time needed to complete and file
this form varies depending on individual
circumstances. The estimated average
time is:
Learning about the law or
theform .............
Preparing, copying,
assembling, and sending
the form to the IRS ......
2 hr., 41 min.
3 hr., 3 min.
If you have comments concerning the
accuracy of these time estimates or
suggestions for making this form simpler,
we would be happy to hear from you. You
can write to the Internal Revenue Service,
Tax Products Coordinating Committee,
SE:W:CAR:MP:T:M:S, 1111 Constitution
Ave. NW, IR-6526, Washington, DC
20224. Do not send the form to this
office. Instead, see Where To File.
-4-
Agreement No. TE-1975
EXHIBIT E
INSURANCE COVERAGE REQUIREMENTS
To Lessor:
All American Investment Group, LLC
730 17`h Street #830
Denver, Colorado 80202
From Lessee: City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
30. 2013
Pursuant to Paragraph 16 of the Agreement, Lessee is self-insured for all risk, physical damage and public liability in
accordance with Texas Government Code 2259 et. seq. , please provide proof of such self-insurance in letter form attached
hereto E-1.
Lessee: City of Fort Worth
Date
Approved as to Form and Legality:
�- .�
,
i � �.
� y • �,
,
�
d'ougla VV. Black
Assistant City Attorney
� Douglas W
Director Tr�
ded by:
1.:� i.✓ � �.J
and Assignee:
SunTrust Equipment Finance & Leasing Corp.
300 East Joppa Road, Suite 700
Towson, MD 21286
Subject: Insurance Coverage Requirements
, PE
ion & Public rks Department
�ate: May 30, 2013
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71
Fernando Costa
Assistant City Manager
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RE: Request for Proof/Documentation of Insurance
City of Fort Worth's Self-funded Insurance Program
Dear Sir or Madam:
P(ease accept this correspondence, pursuant to your request for documentation of the
City of Fort Worfh's insurance program. The City of Fort Worth is basicaliy a self-funded
governmental entity, subject to sfatutory tort laws. The City does not maintain a
commercial policy of general liability insurance and/or auto liability insurance. Damage
for which the Cify of Fort Worth would ultimately be found (iable would be paid directly by
the City of Forf Worth, and not by a commerciai insu�ance company. City owned
property is covered under the City of Fort Worth Fire and Extended Coverage program
by a commerciai insurance policy.
Statutory Workers' Compensation benefifs are self-funded ta a$750,000 retention limit
per incident, over which commercia( insurance responds with no upper cap. Employers'
Liability coverage is mainfained with a$1,000,000 policy limit.
In fhe event fhere are any questions regarding the City of Fort Worth's insurance
program, or if 1 may be of additional.assistance, please contact me at the address
provided, or phone direct to (817)392-7744 or email, nanc�.mckenzie(c�fortworthqov org
Thank you for your fime and attention. Both are appreciated. On behaif of fhe Cify of
Fort Worth, we look forward to a continued business relationship.
Sincerely,
Nancy McKen;�ie
Nancy McKenzie, AIC, ARM-P
Claim Supervisor
Senior Risk Management Analyst
FINANCIAL MANAGEMENT SERVICES DEPARTMENT
RISK MANAGEMENT DIVISION
TH� CITY OF FORT WORTH * 1000 THROCKhAORTON STREET �r FORT WORTH, TEXAS 76102
(817) 392-8492 �: FAX (817) 392-5874
EXHIBIT E-1
Agreement No. TE-1975
EXHIBIT F
PLEASE INSERT MAYOR AND COUNCIL COMMUNICATION
72
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/21/2013 — Ordinance No. 20764—OS-2013
DATE:
LOG NAME:
Tuesday, May 21, 2013
20ESPC7
REFERENCE NO.: C-26273
SUB.TECT:
Authorize Execution of a Master Municipal Equipment Lease—Purchase Agreement with All American
Investment Group, LLC, in the Amount of $18,443,309.30, Authorize Execution of an Escrow Agreement
with All American Investment Group, LLC, and SunTrust Bank, Authorize Execution of Amendment No. 8 to
City Secretary Contract No. 29110 with Johnson Controls, Inc., in the Amount of $10,955,452.00 to Support
the Refinance of Phase 4 of the City's Energy Savings Performance Contract and the Finance and
Implementation of Phase 7 of the City's Energy Savings Performance Contract at Selected City—Owned
Facilities, Provide for Project Costs and Contingencies in the Amount of $140,000.00 for a Total Project in
the Amount of $11,095,452.00 and Adopt Appropriation Ordinance (ALL COLTNCIL DISTRICTS)
RECOMMENDATION:
DISCUSSION:
FISCAL INFORMATION:
FUND CENTERS:
TO Fund/AccountJCenters
S1FE72 488302 020543008000
5) FE72 531200 020543008000
S1FE72 511080 020543008000
31FE72 485700 020543009000
3)FE72 539120 020543009000
FROM FundlAccount/Centers
� 140.000.00 31 FE72 531200 020543008000
$100.000.00 31 FE72 511080 020543008000
�40.000.00 S1FE72 539120 020543009000
$10.955,452.00
$10.955,452.00
�100.000.00
$40.000.00
� 10,955,452.00
CERTIFICATIONS:
Submitted for Citv Manager's Office b�
Originating Department Head:
Additional Information Contact:
Fernando Costa (6122)
Jay Chapa (8517)
Douglas W. Wiersig (7801)
Samuel C. Steele (1276)
Glenn Balog (2028)
ATTACHMENTS
1. 20ESPC7 FE72 A013 111M REV 051413).doc
2. MBE Contract Compliance Memo ESPC Phase 7 O1Ma��df
r;
Agreement No. TE-1975
EXHIBIT G
INCUMBENCY CERTIFICATE OF LESSEE
The undersigned, the duly authorized representatives of the named Lessee under that certain Master Municipal Equipment Lease-Purchase
Agreement dated as of May 30, 2013 (the `AgreemenP), with All American Investment Group, LLC., as Lessor, hereby certifies as follows in accordance with
the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement.
I hold the position noted under my signature, and I have all authority necessary to execute and deliver this Certificate. The following officers of the
Lessee are duly elected or appointed, and the signatures above the respective names and titles are true and correct and, where required, have been filed
with the appropriate officials of the State.
LESSEE: City of Fort Worth
� �
�/"Y' 1/��C.L �
Signature of Party to Sign
Master Municipal Equipment Lease-Purchase Agreement
Fernando Costa
Name Printed
Assistant CiN Manaqer
Title
�j� i �
Signature of�arty Authorized to Execute
Requests for Disbursements from the Escrow Account
Samuel Gunderson
Name Printed
Conservation Sqecialist
i by:
_, � . �-J
� Douglas W
Director Tr
PE
m & Public Works
Whereof, P,have
.y
Signatur�`of Witness to Attest the Above Signers
this certificate.
Mav 30 2013
Date
73
�� �✓ � -
Signafure of Party to Witness/Countersign
Master Municipal Equipment Lease�P-tirchase Agreement
�' �• .
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� :, .
Assistant City Attorney
��,. .�w�n a I S} EGI�
Name Printed
Douglas W. Black
Assistant City Attorney
` City Attorney's Office
4�7
May 30, 2013
All American Investment Group, LLC
730 17�' Street #830
Denver, Coiorado 80202
SunTrust Equipment Finance & Leasing Corp.
300 East Joppa Road, Suite 700
Towson, Maryland 21286
Direct Dial: (817) 392-7615
Facsimile: (817) 392-8359
doug. hlack@fortworthtexas. gov
Re: Master Municipal Equipment Lease-Purchase Agreement No. TE-1975
Ladies and Gentlemen:
As counsel for City of Fort Worth, TX (`Zessee "), I have examined the duly executed original
Master Municipal Equipment Lease-Purchase Agreement dated May 30, 2013 (the "Agreenzent")
between Lessee and All American Investment Group, LLC. (`Zessof- "}, the duly executed original
Escrow Agreement dated May 30, 2013 (the "Escrow Agreement") among Lessee, Lessor and, Sun
Trust Bank as Escrow Agent, and the proceedings taken by the governing body of Lessee to
authorize the eYecution and delivery of the Agreement and the Escrow Agreement on behalf of
Lessee. Based upon the foregoing examination and upon an examination of such other documents
and matters of law as I have deemed necessary or appropriate, I am of the opinion that:
1. Lessee is a municipal corporation duly organized and legally existing as a political
subdivision under the Constitution and laws of the State of Texas with full power and authority to
enter into the Agreement.
2. The Agreement and the Escrow Agreement ha�e been duly authorized, executed and
delivered by Lessee and, assuming due authorization, execution and delivery thereof by Lessor,
canstitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in
accordance with its tenns, subject to any appIicable bankruptcy�, insolvency, moratorium or other
laws ar equitable principles affecting the enforcement of creditors' rights generally.
3. The Equipment leased pursuant to the Agreement constitutes personal property and when
subjected to use by Lessee will not be or become a fixture under applicable law.
4. Lessee has complied with any applicable public bidding requirements in connection with
the Agreement and the Escrow Agreement and the transactions contemplated thereby.
5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to
restt•ain or enjoii� the eYecution, delivery or performance by Lessee of the Agreement or the
Escrow Agreement or in any way to contest the validity of the Agreement ot• the Escrow
Agreement, to contest or question the creation or existence of Lessee or its governing body or the
OFFIC� OF THE CITY ATTORNEY
The City of Fort Worth �t 1000 Throckmorton Street * Port Worth, Texas 76102
817-392-7600 * Pax 31?-392-83�9
May 30, 2013
Pa;e 2
authority or ability of Lessee to eYecute or deliver the Agreement or the Escrow Agreement or to
comply with or perform its obligations thereunder. There is no litigation pending or, to the best of
my knowledge, threatened seeking to restrain or enjoin Lessee from annually appropriating
sufficient funds to pay the Rental Payments or other amounts contemplated by the Agreement.
6. The resolution adopted by Lessee's governing body authorizing the eYecution and
delivery of the Agreement and the Escrow Agreement and certain other matters were adopted at a
meeting that was held in compliance with all applicable laws relating to the holding of open and
public meetings.
'7. The entering into and performance of the Agreement and the Escrow Agreement do not
violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or
constitute a default under, or result in the creation of any lien, charge, security interest or other
encumbrance upon any assets of Lessee or on the Equipment (as defined in the Agreement) or the
Escrow Fund (as defined in the Escrow Agreement) pursuant to any indenture, mortgage, deed of
trust, bank loan or credit agreement or other insnument to which Lessee is a party or by which it or
its assets may be bound, except as provided in the Agreement and the Escrow Agreement.
8. The Lessee has properly designated the Agreement as a"Qualified T�-Exempt
Obligation" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
9. There is no proceeding pending or threatened in any court or befare any governtnental
autharity or arbitration board, which, if adversely determined, would adversely affect the
transactions contemplated by the Agreement or the security interest of Lessor or its assigns, as the
case may be, in the Equipment thereunder.
This opinion may be relied upon by the addressee hereof and its successors and assignees of
interest in the Agreement, but only with regard to matters specifically set forth herein.
Sincerely, .___�
I ,- _
�;�.
Douglas W. Black
Assistant City Attorney
D WB/cln
Agreement No. TE-1975
EXHIBIT I
ESCROW AGREEMENT
All American Investment Group, LLC, a Limited Liability Company duly organized and existing under the laws of the State of
Delaware, or any assignee thereof, (the "Lessor'�, and City of Fort Worth, a body corporate and politic duly organized and
existing under the laws of the State of Texas (the "Lessee'�; hereby deliver to SunTrust Bank, as Escrow Agent (the `Escrow
Agent'�, the sum of $10,955,452.00 receipt of which the Escrow Agent hereby acknowledges, for deposit of $10,955,452.00
into the Escrow Fund (as hereinafter defined), to be held and disposed of by the Escrow Agent upon the terms and
conditions hereinafter set forth to which the undersigned hereby agrees as follows:
1. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the
moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and to perform certain other functions, all as
hereinafter provided. By executing and delivering this Escrow Agreement and following receipt of a true and correct copy of
an executed Agreement dated as May 30, 2013 (the "Agreement'�, whereby the Lessor leases to the Lessee, and the
Lessee leases from the Lessor, the Equipment and other property described in Exhibit A attached thereto (the `EquipmenY�,
the Escrow Agent accepts the duties and obligations of Escrow Agent hereunder, but only those expressly set forth herein.
From and after the Escrow AgenYs receipt of a written notice from the Lessor that the Lessor has assigned its right, title and
interest in the Agreement to an assignee, and of any further assignments, all references to the "Lessor" herein shall mean
and refer to such assignee or assignees.
2. Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions
necessary to authorize the execution of this Escrow Agreement by the representatives whose signatures are affixed hereto.
Any capitalized terms contained herein shall be given their meaning in the Agreement.
3. There is hereby created and established with the Escrow Agent a special fund designated the
City of Fort Worth Escrow Fund (the "Escrow Fund') to be held by the Escrow Agent in the name of the Lessee separate
- and apart from all other funds of the Lessor, the Lessee or the Escrow Agent. Following the closing of Lease and the
acceptance by the Escrow Agent of its duties hereunder as defined in Paragraph 1 herein, the Initial Deposit Amount is to be
sent by Lessor or its assignee to Escrow Agent by wire transfer to: SunTrust Bank, Atlanta, Georgia, ABA #9443001321,
Account Name: Escrow Services Richmond, Beneficiary as shown on Exhibit C to the Escrow Agreement,
Attention: Charles Henderson, Trust Officer.
4. The Escrow Agent shall disburse funds from the Escrow Fund to the manufacturer, seller or supplier of
items of Equipment (the "Vendor'� upon receipt of a completed Payment Request Form from the Lessee, substantially in the
form attached as Exhibit A hereto, executed by the Lessee and approved by the Lessor. Each Payment Request Form shali
have attached thereto such bills, receipts, invoices or other documents acceptable to the Lessee and the Lessor evidencing
the amount and purposes for which the disbursement is requested and the final or partial acceptance of such Equipment.
The Lessee agrees to submit to the Lessor each Payment Request Form for approval by the Lessor and such other
documents and certificates as the Lessor may reasonably request to evidence the proper expenditure of the moneys in the
Escrow Fund for the purpose of paying costs to acquire and refinance and accepting the Equipment to be leased pursuant to
the Agreement. The Lessee is responsible for making any and all payments required that exceed the amount borrowed due
to Equipment modifications and change orders authorized or ordered by the Lessee. The Escrow Agent assumes no
responsibility for the expenditure of moneys paid out of the Escrow Fund pursuant to a Payment Request Form properly
signed, approved by the Lessor and delivered to the Escrow Agent as provided herein. Escrow Agent may act and rely upon
the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting
documentation. The Lessee shali be responsible for the initiation of the disbursement process pursuant to this section of the
Escrow Agreement. Neither Escrow Agent nor Lessor shall be responsible for any additional monies assessed to Lessee
resulting from disbursements made from the Escrow Fund.
5. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated due to a
Lessee default, Event of Default by Lessee, Lessee breach, or Event of Non-Appropriation (as such terms are defined in the
Lease), Escrow Agent shall immediately liquidate all investments held in the Escrow Fund and transfer the proceeds thereof
and all other moneys held in the Escrow Fund to Lessor. At the eariier of the time at which all of the funds deposited by Lessor
� in the Escrow Fund have been previousiy disbursed, paid to Lessor pursuant to the foregoing sentence, or on the Ending Date
shown on Exhibit C to the Escrow Agreement, Escrow Agent shall pay upon written direction all remaining moneys in the
Escrow Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any
amounts paid not disbursed or paid to the Lessor pursuant to this Section of the Escrow Agreement shall be subject to a
prepayment fee equal to two percent (2%) of such principal amount. Lessor shail apply amounts received under this first to
'75
unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Lease, then to overdue
Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due
under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under
ie Lease. •1n the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence,
Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor
elects to apply such amounts in accordance with clause (ii) of this Section, Lessor shall provide Lessee with a revised
Payment Schedule which shall reflect the revised principal balance and reduced Rental Payments due under the Lease.
Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section.
Following the closing of any account, all interest income on the principal balance of the funds deposited in the Escrow Fund
shall be returned to the Lessee, so long as there has been no Lessee default, Event of Default, Event of Non-Appropriation,
and so long as no fees, costs, or expenses are currently outstanding due and owing to the Lessor or Escrow Agent.
Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and
expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and
responsibilities under this Escrow Agreement.
6. Qualified Investments means the SunTrust Leasing — Corp Agency NOW Account, a SunTrust Deposit
Account for Escrow customers of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and SunTrust Bank. By signing
this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state,
county or municipal law applicable to the investment of Lessee's funds. Should the Lessee be required or desire to change
Qualified Investments, then the parties will reasonably cooperate so as obtain a permitted replacement investment vehicle,
although certain costs and fees (which will be disclosed prior to being assessed) may apply due to a change in investment
directives. Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified
Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of
Lessor and Lessee. Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized
by this Escrow Agreement. Such investments and re-investments shall be made giving full consideration for the time at which
funds are required to be available. Any income received on such investments shall be credited to the Escrow Fund and any
loss on such investments shall be charged to the Escrow Fund. Escrow Agent shall not be responsible or liable for any loss
suffered in connection with any investment of moneys made by it in accordance with this Escrow Agreement. Escrow Agent
shall, without further direction from Lessor or Lessee, sell such investments as and when required to make any payment from
�he Escrow Fund.
7. The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held in
trust for the benefit of Lessor and Lessee, and by execution of this Escrow Agreement the parties have agreed and the
Lessee has given the Lessor a perfected, priority, and first security interest in and lien on such moneys, together with any
income or interest earned. The principal and interest shall be expended on the acquisition of Equipment or only as provided in
this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either
Lessor or Lessee (other than Lessor's security interest granted hereunder).
8. For purposes of this Escrow Agreement:
(a) The Escrow Agent shall not incur any liability in acting upon any Payment Request Form
delivered hereunder and believed by the Escrow Agent to be genuine and to be signed and approved by the proper parties.
(b) To the extent permitted by law, the Lessee covenants to defend and indemnify the Escrow
Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct,
fraud, or bad faith on the part of the Escrow Agent, arising out of or in connection with the acceptance or administration of
this Escrow Agreement, but only from Legally Available Funds in the same manner as provided in the indemnification
provisions of the Agreement.
(c) The Escrow Agent may consult with legal counsel in the event of any dispute or question as to
the construction of the Escrow Agent's duties hereunder and shall not be held to any liability for acting in accordance with
advice so received.
(d) The Escrow Agent shall not be responsible for filing any UCC liens relating to the subject
equipment being leased.
(e) Escrow Agent will not be responsible for tax reporting or providing any W-9s or other tax-
related forms with regards to any income on the Escrow Fund.
9. In the event of any disagreement between the undersigned or any of them, and/or any other person,
resulting in adverse ciaims and demands being made in connection with or for any moneys involved herein or affected
�ereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such ciaim or demand, so long as such
disagreement shail continue, and in so refusing the Escrow Agent may refrain from making any delivery or other disposition
of any moneys involved herein or affected hereby and in so doing the Escrow Agent shall not be or become liabie to the
undersigned or any of them or to any person or party for its failure or refusal to comply with such conflicting or adverse
demands, and the Escrow Agent shall be entitled to continue so to refrain and refuse so to act untii:
76
(a) the rights of the adverse claimants have been finally adjudicated in a court assuming and
having jurisdiction of the parties and the moneys involved herein or affected hereby; or
(b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been
�otified thereof in writing signed by all of the persons interested.
10. (a) The fees for the usual services of the Escrow Agent under the terms of this Escrow Agreement
("Escrow Agency Fees") are set forth in the Exhibit C to the Escrow Agreement or any additional prospectus referenced
thereon and attached thereto. In addition, the Escrow Agent shall be entitled to reimbursement for all out-of-pocket expenses
reasonably incurred hereunder (including, without limitation, fees of counsel). A statement of the fees and out-of-pocket
expenses owed to the Escrow Agent by the Lessee shall be mailed periodicaily to the Lessee at the mailing address set forth
in the Agreement.
(b) In the event that the fees charged and due the Escrow Agent remain unpaid for a period of
thirty (30) days following invoice, the Escrow Agent shall have the right, and is hereby authorized, in its sole and absolute
discretion, and without liability to any person, to terminate all duties hereunder upon thirty (30) days written notice to the
Lessee and the Lessor at their respective addresses.
(c) All fees and out-of-pocket expenses charged by the Escrow Agent shall be paid by the Lessee
within thirty (30) days after receipt of the statement therefore as provided in subparagraph (a) of this Paragraph, hereof, but
only from Legally Available Funds (as such term is defined in the Agreement).
(d) In the event that Escrow Agency Fees are not paid at the time an account is opened then such
fees will be paid from interest earnings from a deduction taken by Lessor or Escrow Agent and expressly authorized by
Lessee at the time the Escrow Account is closed. The Escrow Agency Fees and such other unpaid or unrefunded costs,
expenses, disbursements and advances shall be payable solely from the interest earnings from the Escrow Fund. In the event
a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent, Lessor, or their
agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30 days following receipt by Lessee of a
written statement setting forth such`shortfall. Escrow Agent shall be entitled to charge reasonable fees and commissions in
connection with the investment by it of amounts held in the Escrow Fund (the "Investment Fees"). Investment Fees, if any, are
more fully delineated and defined in any prospectus referenced in or attached to the attached Exhibit C to the Escrow
Agreement. Investment Fees would apply for self-directed investment choices or for extraordinary investments outside the
Qualified Investment defined herein. If the Lessee has expressly authorized and directed an investment other than the
currently defined Qualified Investment and been notified of such fees or costs, the Lessor and Lessee hereby authorize
Escrow Agent to periodicaily deduct the investment Fees from investment earnings on the Escrow Fund. As security for all
fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred
by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its obligations
under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow Agent as set forth herein,
Escrow Agent is hereby granted a security interest in and a lien upon the Escrow Fund, which security interest and lien
shall be prior to all other security interests, liens or claims against the Escrow Fund or any part thereof and subject and
subordinate only to the rights of the Lessor.
11. Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this
Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time
during regular business hours upon prior written request. Escrow Agent shall furnish to Lessor and Lessee no less than
quarterly an accounting of all investments and interest and income therefrom, or within fifteen (15) days after the Escrow
Agent's receipt of a written request from the Lessee or the Lessor for such information, the Escrow Agent shall provide to the
requesting party a written summary of the receipts, disbursements and status of moneys and investments in the Escrow
Fund.
12. (a) This Escrow Agreement may be modified or amended only with the written consent of all
parties hereto.
(b) The Escrow Agent may be removed at any time, by an instrument in writing executed by Lessor
and Lessee shouid the Escrow Agent faii to perform their fiduciary responsibilities which shall be determined at the sole
discretion of Lessor and Lessee. In the event of removal of the Escrow Agent, a successor Escrow Agent, which may be
Lessor, shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall
indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor
Escrow Agent. Thereupon such successor Escrow Agent shall, without any further act or deed, be fully vested with all the
trusts, powers, rights, duties and obligations of the Escrow Agent under this Escrow Agreement, and the predecessor
Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to such successor Escrow
Agent.
(c) The rights and obligations of the parties hereunder may be assigned upon written notice to the
other parties. Subject to the foregoing, this Escrow Agreement inures to the benefit of, and is binding upon, the successors
and assigns of the parties hereto.
77
(d) Escrow Agent may resign at any time from its obligations under this Escrow Agreement by
providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice
�Nhich shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the
appointme�t of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor
es�,row agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be
entitled to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall
thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no
responsibility for the appointment of a successor escrow agent hereunder.
13. The Lessee should direct all Escrow Related questions and or disbursement requests to:
All American Investment Group, LLC
Attn: Cheri A. Cattoor, COO
730 17�h Street, Suite 830
Denver, Colorado 80202
(303) 623-5100 (phone)
(303) 623-5180 (facsimile)
cac(a�allaminv.com
If information cannot be obtained from Lessor, then any party may contact SunTrust Bank as follows:
SunTrust Bank, Escrow Services Richmond
Attn: Charles Henderson, Trust Officer
919 East Main Street, 7`h Floor
Richmond, VA 23219
(804) 782-7087 (phone)
(804) 782-7855 (facsimile)
f
Charles.Henderson(a�suntrust.com
14. If any one or more of the covenants or agreements provided in this Escrow Agreement on the pa�t of
the Lessor, the Lessee or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be
contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants
and agreements herein contained, shall be stricken solely as to the extent of its invalidity, and shall in no way affect the
validity of the remaining provisions of this Escrow Agreement.
15. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded
for all purposes as one original and shall constitute and be but one and the same instrument.
16. This Escrow Agreement shall be construed and enforced in accordance with the laws of the state or
commonwealth in which the Lessee is situated, except that the laws of the Commonwealth of Virginia shall apply to any
applicable fiduciary duties or other standards to which the Escrow Agent is or may be held liable.
THE REMAINDER OF TH1S PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE TO FOLLOW.
:
In Witness Whereof, the parties hereto have caused this Escrow Agreement to be duly executed
by their duly authorized officers.
Escrow Agreement, Agreement Na. TE-1975
City of Fort Worth,
Lessee
Signature: �J
Name: Fernando Costa
Title: Assistant Citv Manaqer
Date: May 30, 2013
Address; 1000 Throckmorton
Fort Worth, Texas 76102
T el e p h o n e: 817-392-1276
Recomr�gnded by:
�_; Ltii - �_� �
Attest,
Lessee
Signature:
/ ��t � � �
��
�C�-
i l
Name: Mary J. Kayser
Title: CitV Secretary
Date: May 30, 2013
� Douglas W. iersig, PE
Director T nsportation & Public W ks Department
Date: Mav 30, 2013
All American Investment Group, LLC,
Lessor
�
Signature: �"�`�`- I . �� �`�
Name Cheri A. Cattoor
Title: Chief Operatinq Officer
Date: May 30, 2013
Address: 730 17`h Street #830
Denver, Colorado 80202
Telephone: 3Q3-623-5100
Fax: 303-623-5180
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to Form and Legality:
Assistant City Attorney
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As Escrow Agent SunTrust Bank,
Signature:
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Name: Charles Henderson
Title: Trust �fficer
Date: May 30, 2013
Address: 919 East Main Streef, 7�t' Floor
Richmond, VA 23219
Telephone: 804-782-7087
Fax: 804 782-7855
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F'� iMOR�"!�, fi� �
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Payment Request Form
(Exhibit A to the Escrow Agreement)
Escrow Fund Draw Schedule
(Exhibit B to the Escrow Agreement)
Information to Complete Escrow
Agreement
(Exhibit C to the Escrow Agreement)
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Section B
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SunTrust Now Account
W-9 IRS Form
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LIST OF CLOSING DOCUMENTS
Section A (1-10) Tabs
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1.
2.
3.
4.
5.
6.
7.
8.
9
10
11.
12.
13.
14.
15.
16.
17.
18.
19
20
21
Master Municipal Equipment Lease-Purchase Agreement
Equipment Description and Location (Exhibit A)
Rental Payment Schedule (Exhibit B)
Acceptance Certificate (Exhibit C)
8038G Questionnaire and IRS Form (Exhibit D)
Insurance Coverage Requirements (Exhibit E)
Mayor and Council Communication (Exhibit F)
Incumbency Certificate of Lessee (Exhibit G)
Opinion of Lessee's Counsei (Exhibit H)
Escrow Agreement (Exhibit I)
Section B (1-10) Tabs
Payment Request Form (Exhibit A to the Escrow Agreement)
Escrow Fund Draw Schedule (Exhibit B to the Escrow Agreement)
Information to Complete the Escrow Agreement (Exhibit C to the Escrow Agreement)
SunTrust Now Account
W-9 IRS Form
Lessee Invoice Information Form
Essential Use Letter
Sales Tax Exemption
Addresses for the Buildings with Energy Improvement Measures
Notice of Assignment
Performance Bond and Dual Obligee Rider — To be Provided Post Closing
12
Exhibit A
To the Escrow Agreement TE-1975
Payment Request Form No.
Lessee: City of Fort Worth
Escrow Agreement (`Agreement'� Dated: May 30, 2013
The Undersigned Acknowledges and Represents that:
In accordance with Paragraph 3 of the Escrow Agreement, the Lessee hereby authorizes and requests a disbursement from the Escrow
Fund to pay the amounts to the payees identified herein for certain Equipment costs.
0
2.
The Lessee hereby represents and warrants for all purposes that:
Pursuant to the invoice attached hereto, the amount to be disbursed is
Payment is to be made to: Payee:
3. The amount to be disbursed constitutes the Purchase Price, or portion thereof, of the Equipment cost, said amount is required to
be disbursed pursuant to a purchase contract entered into therefore by and on behalf of the Lessee, or was necessarily or reasonably
incurred, and said amount is not being paid in advance of time, if any, fixed for any payment.
4. The Equipment relating to such Purchase Price, or portion thereof, has been delivered and accepted or the materials have been
furnished for which disbursement is required.
5. No amount set forth in this Payment Request Form was included in any Payment Request Form previously submitted.
6. Acquisition and installation of the applicable portion of the Equipment for which payment is being requested has been completed
in accordance with plans and specifications approved by the �essee and in accordance with the terms and conditions of the purchase
contract. Said applicable portion of the Equipment is suitable and sufficient for the expected uses thereof, but this statement is made
without prejudice to any rights against third parties which exist at the date hereof or which may subsequently come into being.
7. If the amount to be disbursed constitutes final payment for all of the Equipment, there is attached hereto an original of the
Acceptance Certificate, to the Agreement (as such term is defined in the Agreement), executed by an authorized officer of Lessee.
8. Each disbursement hereby requested has been incurred and is a proper charge against the Escrow Fund. No amount hereby
requested to be disbursed will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the date
of execution and delivery of the Agreement.
Please forward this document and any correspondence relating to vendor payments to: All American Investment Group, LLC,
Attn.: Cheri Cattoor, COO, 730 17�" Street #830, Denver, CO 80202. Please call 800-899-9404 if you have any questions.
Lessee: City of Fort Worth
Signature
Name Printed
Title
Date
APPROVED:
Lessor: All American Investment
Group, LLC
Signature
Cheri A. Cattoor
Name Printed
Chief Operatinq Officer
Title
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Assignee:
SunTrust Equipment Finance &
Leasing Corporation
Signature
Name Printed
Title
Date
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Exhibit B
To the Escrow Agreement TE-1975
Escrow Fund Draw Schedule
Day 30
Day 60
Day 90
Day 120
Day 150
Day 180
Day 210
Day 240
Day 270
Day 300
Day 330
Day 360
Lessee: City of Fort Worth
Signature:
Name Printed: Fernando Costa
Title: Assistant Citv Manaqer
Date: Mav 30 2013
Anticipated Payment Date
Payment Amount
$103,910.00
$421,785.00
$716,931.00
$668,767.00
$1,435,071.00
$1,387,576.00
$1,391,860.00
$1,511,000.00
$1,225,204.00
$1,205,000.00
$348,175.00
$540,173.00
Total: $10,955,452.00
OFFICIAL R��pRp
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Recommended by:
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Director Trar�
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rtation & Public Work Department
A rov d�s-t- Fo` - nd Legality:
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Douglas W. Black, Assistant City Attorney
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Exhibit C
To the Escrow Agreement TE-1975
INFORMATION TO COMPLETE ESCROW AGREEMENT
Aareement Number:
Date of Escrow Agreement:
Name of Lessee:
Lessee's State:
Escrow Agent Fee:
Initial Deposit Amount:
Date of Lease Agreement:
Beneficiary Name for Fund:
Ending Date:
Lessee's Address:
Attention:
Lessee's Telephone:
Lessee's Taxpayer ldentification Number: 75-6000528
Lessee's Authorized Signatori�G� Representatives:
TE-1975
May 30, 2013
City of Fort Worth
Texas
$250.00, paid by All American Investment Group, LLC
Investment Fees, if any, are more fully defined on the attached prospectus,
if any. Extension and other fees, if any, may be applicable if not disbursed
by Ending Date.
$10,955,452.00
May 30, 2013
City of Fort Worth Escrow Fund
(18 months from closing)
1000 Throckmorton, Fort Worth, Texas 76102
Sam C. Steele, Administrator of Sustainability Programs
817-392-1276
(signature)
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Fernando Costa, Assistant Citv Manaqer (name printed & title)
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(signature)
Samuel Gunderson, Conservation Specialist (name printed & title)
Escrow AgenYs Address:
Escrow Agent's Telephone:
Escrow Agent's Facsimile:
Lessor's Address:
Lessor's Telephone:
Lessor's Facsimile:
Lessor's Taxpayer ldentification Number:
SunTrust Bank, Escrow Services Richmond
919 East Main Street, 7th Floor
Richmond, VA 23219
Attention: Charles Henderson, Trust Officer
(804) 782-7087
(804) 782-7855
All American Investment Group, LLC
730 17`h Street, Suite 830
Denver, Colorado 80202
Attention: Cheri A. Cattoor, COO
(303) 623-5100
(303) 623-5180
52-2171766
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SUNT�ZUST �
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SunTrust Bank Escrow Deposit Account,
SunTrust Equipment Finance 8� Leasing Corp.
The SunTrust Bank Escrow deposit account was established exclusively for municipal and not-for-profit clients of SunTrust
Equipment Finance & Leasing Corp. It allows the client's escrow funds to earn a competitive rate of interest, indexed to the
Federal Reserve fund rate ("Fed Funds Rate").
Features include:
■ Interest earned on 100% of the collected balances (with no deduction for reserves).
■ Interest is paid/credited monthly.
• Unlimited access for escrow activity.
■ No transaction fees.
• No minimum balance requirement.
■ No monthly maintenance fee.
■ FDIC Insured up to applicable limits.
■ Collateralized above FDIC limits to meet trust requirements (100% collateralized).
■ Collateral comprised of bonds or obligations of the United States, and or bonds or obligations guaranteed as to principal
and interest by the United States.
Current Rate:
Interest Rate
Date
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Agreement No. TE-1975
FORM W-9 HERE
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Form r ■ � �
(Rev. December 2011)
Department of the Treasury
Internal Re�� �nue Service
Request for Taxpayer
Identification Number and Certification
Give Form to the
requester. Do not
send to the IRS.
(as shown on your income tax return)
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City of Fort Worth
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax classification:
❑ Individual/sole proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ TrusVestate
� Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►
❑ Other (see instructions) ►
Address (number, street, and apt. or suite no.)
100 Throckmorton
City, state, and ZIP code
Fort Worth, Texas 76102
List account number(s) here (opti
Exempt payee
Requester's name and address (optional)
Identification Number
Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line social
to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a �
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
715
Certification
:urity number
� —m —�
identification number
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Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 4.
Sign Signature of � �� /�
� Here U.S. person ► ��� Date ►
General Instructions ' °G�s� r
Section references are to the Internal Revenue Code unless otherwise
noted.
Purpose of Form
A person who is required to file an information return with the IRS must
obtain your correct taxpayer identification number (fIN) to report, for
example, income paid to you, real estate transactions, mortgage interest
you paid, acquisition or abandonment of secured property, cancellation
of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt
payee. If applicable, you are also certifying that as a U.S. person, your
allocable share of any partnership income from a U.S. trade or business
is not subject to the withholding tax on foreign partners' share of
effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request
your TIN, you must use the requester's form if it is substantially similar
to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or
business in the United States are generally required to pay a withholding
tax on any foreign partners' share of income from such business.
Further, in certain cases where a Form W-9 has not been received, a
partnership is required to presume that a partner is a foreign person,
and pay the withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade or business in the United
States, provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership income.
Cat. No. 10231X Form W-9 (Rev. 12-2011)
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Form W-9 (Rev. 12-2011)
The person who gives Form W-9 to the partnership for purposes of
establishing its U.S. status and avoiding withhoiding on its allocable
share of net income from the partnership conducting a trade or business
in the United States is in the foliowing cases:
• The U.S. owner of a disregarded entity and not the entity,
• The U.S. grantor or other owner of a grantor trust and not the trust,
and
• The U.S. trust (other than a grantor trust) and not the beneficiaries of
the trust.
Foreign person. If you are a foreign person, do not use Form W-9.
Instead, use the appropriate Form W-8 (see Publication 515,
Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a
nonresident alien individual may use the terms of a tax treaty to reduce
or eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a"saving clause." Exceptions
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even after the payee has otherwise
become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an exemption
from U.S. tax on certain types of income, you must attach a statement
to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.
2. The treaty articie addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption
from tax.
5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an
exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if his or her stay in
the United States exceeds 5 calendar years. However, paragraph 2 of
the first Protocol to the U.S.-China treaty (dated April 30, 1984j allows
the provisions of Article 20 to continue to apply even after the Chinese
student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
protocol) and is relying on this exception to claim an exemption from tax
on his or her scholarship or fellowship income would attach to Form
W-9 a statement that includes the information described above to
support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate compieted Form W-8.
What is backup withholding? Persons making certain payments to you
must under certain conditions withhold and pay to the IRS a percentage
of such payments. This is called "backup withholding." Payments that
may be subject to backup withholding include interest, tax-exempt
interest, dividends, broker and barter exchange transactions, rents,
roya�ties, nonemployee pay, and certain payments from fishing boat
operators. Real estate transactions are not subject to backup
withholding.
You will not be subject to backup withholding on payments you
receive if you give the requester your correct TIN, make the proper
certifications, and report all your taxable interest and dividends on your
tax return.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II
instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding
because you did not report all your interest and dividends on your tax
return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to
backup withholding under 4 above (for reportable interest and dividend
accounts opened after 1983 oniy).
Page `2
Certain payees and payments are exempt from backup withholding.
See the instructions below and the separate Instructions for the
Requester of Form W-9.
Aiso see Specia! rules for partnerships on page 1.
Updating Your Information
You must provide updated information to any person to whom you
claimed to be an exempt payee if you are no longer an exempt payee
and anticipate receiving reportable payments in the future from this
person. For example, you may need to provide updated information if
you are a C corporation that elects to be an S corporation, or if you no
longer are tax exempt. In addition, you must furnish a new Form W-9 if
the name or TIN changes for the account, for exampie, if the grantor of a
grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to wiliful neglect.
Civil penaity for false information with respect to withholding. If you
make a faise statement with no reasonable basis that results in no
backup withholding, you are subject to a$500 penalty.
Criminal penaity for faisifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of
federal Iaw, the requester may be subject to civil and criminal penalties.
Specific Instructions
� .FiiiTa
If you are an individual, you must generally enter the name shown on
your income tax return. However, if you have changed your last name,
for instance, due to marriage without informing the Social Security
Administration of the name change, enter your first name, the last name
shown on your social security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of
the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individuai name as shown on your income
tax return on the "Name" line. You may enter your business, trade, or
"doing business as (DBA)" name on the "Business name/disregarded
entity name" line.
Partnership, C Corporation, or S Corporation. Enter the entity's name
on the "Name" line and any business, trade, or "doing business as
(DBA) name" on the "Business name/disregarded entity name" line.
Disregarded entity. Enter the owner's name on the "Name" line. The
name of the entity entered on the "Name" line should never be a
disregarded entity. The name on the "Name" line must be the name
shown on the income tax return on which the income will be reported.
For example, if a foreign LLC that is treated as a disregarded entity for
U.S. federal tax purposes has a domestic owner, the domestic owner's
name is required to be provided on the "Name" line. If the direct owner
of the entity is also a disregarded entity, enter the first owner that is not
disregarded for federal tax purposes. Enter the disregarded entity's
name on the "Business name/disregarded entity name" line. If the owner
of the disregarded entity is a foreign person, you must complete an
appropriate Form W-8.
Note. Check the appropriate box for the federal tax classification of the
person whose name is entered on the "Name" line (Individual/sole
proprietor, Partnership, C Corporation, S Corporation, Trust/estate).
Limited Liability Company (LLC). If the person identified on the
"Name" line is an LLC, check the "Limited liability company" box only
and enter the appropriate code for the tax ciassification in the space
provided. If you are an LLC that is treated as a partnership for federal
tax purposes, enter "P" for partnership. If you are an LLC that has filed a
Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for
C corporation or "S" for S corporation. If you are an LLC that is
disregarded as an entity separate from its owner under Regulation
section 301.7701-3 (except for employment and excise tax), do not
check the LLC box uniess the owner of the LLC (required to be
identified on the "Name" line) is another LLC that is not disregarded for
federal tax purposes. If the LLC is disregarded as an entity separate
from its owner, enter the appropriate tax classification of the owner
identified on the "Name" line.
Form W-9 (Rev. 12-2011)
Other entities. Enter your business name as shown on required federal
tax documents on the "Name" line. This name should match the name
shown on`the charter or other legai document creating the entity, You
.may enter any business, trade, or DBA name on the "Business name/
disregarded entity name" line.
Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status, then
check the "Exempt payee" box in the line following the "Business name/
disregarded entity name," sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding
for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should still
compiete this form to avoid possible erroneous backup withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(�(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies,
or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding inciude:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States,
9. A futures commission merchant registered with the Commodity
Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or
custodian, or
15. A trust exempt from tax under section 664 or described in section
4947.
The following chart shows types of payments that may be exempt
from backup withholding. The chart appiies to the exempt payees listed
above, 1 through 15.
IF the payment is for ... I THEN the payment is exempt
for...
Interest and dividend payments I Ali exempt payees except
for 9
Broker transactions I Exempt payees 1 through 5 and 7
through 13. Also, C corporations.
Barter exchange transactions and I Exempt payees 1 through 5
patronage dividends
Payments over $600 required to be Generally, exempt payees
reported and direct sales over 1 through 7 2
$5,000 '
' See Form 1099-MISC, Miscellaneous Income, and its instructions.
2 However, the following payments made to a corporation and reportable on Form
1099-MISC are not exempt from backup withholding: medical and health care
payments, attorneys' fees, gross proceeds paid to an attorney, and payments for
services paid by a federal executive agency.
Page 3
Part I. Taxpayer ldentification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and
you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number (ITIN). Enter it in the social
security number box. If you do not have an ITIN, see How to get a TlN
below.
If you are a sole proprietor and you have an EIN, you may enter either
your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member L�C that is disregarded as an entity
separate from its owner (see Limited Liability Company (LLC) on page 2),
enter the owner's SSN (or EIN, if the owner has one). Do not enter the
disregarded entity's EIN. If the LLC is classified as a corporation or
partnership, enter the entity's EIN.
Note. See the chart on page 4 for further clarification of name and TIN
combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately.
To apply for an SSN, get Form SS-5, App�ication for a Social Security
Card, from your local Social Security Administration office or get this
form online at www.ssa.gov. You may also get this form by caliing
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for
Employer ldentification Number, to apply for an EIN. You can apply for
an EIN oniine by accessing the IRS website at www.irs.gov/businesses
and clicking on Employer ldentification Number (EIN) under Starting a
Business. You can get Forms W-7 and SS-4 from the IRS by visiting
IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write
"Applied For" in the space for the TIN, sign and date the form, and give
it to the requester. For interest and dividend payments, and certain
payments made with respect to readily tradable instruments, generally
you will have 60 days to get a TIN and give it to the requester before you
are subject to backup withholding on payments. The 60-day rule does
not apply to other types of payments. You will be subject to backup
withholding on all such payments until you provide your TIN to the
requester.
Note. Entering "Applied For" means that you have already applied for a
TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must
use the appropriate Form W-8.
Part 11. Certification
To establish to the withholding agent that you are a U.S. person, or
resident alien, sign Form W-9. You may be requested to sign by the
withholding agent even if item 1, below, and items 4 and 5 on page 4
indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I
should sign (when required). In the case of a disregarded entity, the
person identified on the "Name" line must sign. Exempt payees, see
Exempt Payee on page 3.
Signature requirements. Complete the certification as indicated in
items 1 through 3, below, and items 4 and 5 on page 4.
1. Interest, dividend, and barter exchange accounts opened
before 1984 and broker accounts considered active during 1983.
You must give your correct TIN, but you do not have to sign the
certification.
2. Interest, dividend, broker, and barter exchange accounts
opened after 1983 and broker accounts considered inactive during
1983. You must sign the certification or backup withholding will apply. If
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the
certification before signing the form.
3. Real estate transactions. You must sign the certification. You may
cross out item 2 of the certification.
Form W-9 (Rev. 12-2011)
4. Other payments. You must give your correct TIN, but you do not
have to sign the certification unless you have been notified that you
have previously given an incorrect TIN. "Other payments" inciude
payments made in the course of the requester's trade or business for
rents, royalties, goods (other than bills for merchandise), medicai and
health care services (inciuding payments to corporations), payments to
a nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of
secured property, cancellation of debt, qualified tuition program
payments (under section 529), IRA, Coverdell ESA, Archer MSA or
HSA contributions or distributions, and pension distributions. You
must give your correct TIN, but you do not have to sign the certification
What Name and Number To Give the Requester
For this type of account:
1. Individual
2. Two or more individuals Qoint
account)
3. Custodian account of a minor
(Uniform Gift to Minors Act)
4. a. The usual revocable savings
trust (grantor is also trustee)
b. So-called trust account that is
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded
entity owned by an individual
6. Grantor trust filing under Optional
Form 1099 Filing Method 1(see
Regulation section 1.671-4(b)(2)(i)(,
For this type of account:
7. Disregarded entity not owned by an
individual
8. A valid trust, estate, or pension trust
9. Corporation or LLC electing
corporate status on Form 8832 or
Form 2553
10. Association, club, religious,
charitable, educational, or other
tax-exempt organization
11. Partnership or multi-member L�C
12. A broker or registered nominee
13. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
14. Grantor trust filing under the Form
1041 Filing Method or the Optional
Form 1099 Filing Method 2(see
Regulation section 1.671-4(b)(2)(i)(B))
Give name and SSN of:
The individual
The actual owner of the account or,
if combined funds, the first
individual on the account �
The minor'
Page 4
Note. If no name is circied when more than one name is listed, the
number will be considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information
such as your name, social security number (SSN), or other identifying
information, without your permission, to commit fraud or other crimes.
An identity thief may use your SSN to get a job or may file a tax return
using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a
notice from the IRS, respond right away to the name and phone number
printed on the IRS notice or letter.
if your tax records are not currently affected by identity theft but you
think you are at risk due to a lost or stolen purse or wallet, questionable
credit card activity or credit report, contact the IRS Identity Theft Hotline
at 1-800-908-4490 or submit Form 14039.
For more information, see Publication 4535, Ide�tity Theft Prevention
and Victim Assistance.
The grantor-trustee' Victims of identity theft who are experiencing economic harm or a
system problem, or are seeking help in resoiving tax probiems that have
The actual owner' not been resolved through normal channels, may be eligible for
Taxpayer Advocate Service (fAS) assistance. You can reach TAS by
calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
The owner' 1-800-829-4059.
The grantor'
Give name and EIN of:
i ne owner
Legal entity °
The corporation
The organization
The partnership
The braker or nominee
The public entiry
The trust
� List first and circle the name of the person whose number you furnish. If only one person on a
joint account has an SSN, that person's num6er must be furnished.
2 Circie the minor's name and fumish lhe minor's SSN.
� You must show your individual name and you may also enter your business or "DBA" name on
the "Business name/disregarded entity" name Iine. You may use either your SSN or EIN (f you
have one), but the IRS encourages you to use your SSN.
' List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the
personal representative or trustee unless the Iegal entity iiself is not designated in the account
title.) Also see Special rules Ior partnerships on page 1.
'Note. Grantor also must provide a Form W-9 to trustee of trust.
Protect yourseif from suspicious emails or phishing schemes.
Phishing is the creation and use of email and websites designed to
mimic legitimate business emails and websites. The most common act
is sending an email to a user falsely claiming to be an estabiished
legitimate enterprise in an attempt to scam the user into surrenderi�g
private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access
information for their credit card, ba�k, or other financial accounts.
If you receive an unsolicited email ciaiming to be from the IRS,
forward this message to phishing@irs.gov. You may also report misuse
of the IRS name, logo, or other IRS property to the Treasury Inspector
General for Tax Administration at 1-800-366-4484. You can forward
suspicious emails to the Federal Trade Commission at: spamQuce.gov
or contact them at www.ftc.govlidthett or 1-877-IDTHEFT
(1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce
your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with
the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonme�t of secured property; the cancellation
of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS,
reporting the above information. Routine uses of this information inciude giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District
of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies
to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to
file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a
TIN to the payer. Certain penalties may also appiy for providing false or fraudulent information.
Agreement No. TE-1975
LESSEE INVOICE INFORMATION
Lessee Name: City of Fort Worth
INVOICES TO BE DIRECTED TO: 4
IA,
M.I.
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-�.i- ..u.-
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Street Address
vk
P:O. Box
ACCOUNTS PAYABLE CONTACT:
,.
` Phone Number
�
Zip Code
�'�jC'� �" � r' �-�Z7
Purchase Order Number and/or Reference Number
Require Board Approval for Payments?: Yes
Board Meeting Date:
Require Signed Vouchers for Payments?:
(Send vouchers with documents if possible)
Additional Information Needed on Invoices:
Yes
No
t1 �3 -
Fax Number
S
Last
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nuui caa
No X
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Agreement No. TE-1975
ESSENTIAL USE LETTER
All American Investment Group, LLC
730 17th Street #830
Denver, Colorado 80202
Ladies and Gentlemen:
SunTrust Equipment Finance & Leasing Corp.
300 East Joppa Road, Suite 700
Towson, Maryland 21286
Reference is made to that certain Agreement dated May 30, 2013 (the "Agreement"), between All American Investment Group,
LLC, as Lessor and the undersigned, as Lessee. The Equipment, as such term is defined in the Agreement can generally be
described as follows:
Refinaning Phase IV of the JOHNSON CONTROLS INC. Energy PerFormance Contract with the addition of Phase VII
JOHNSON CONTROLS INC. Energy Performance Contract.
This confirms and affirms that the Equipment is essential to the governmental functions of Lessee. Further, Lessee has an
immediate need for, and expects to make immediate use of, substantially all the Equipment, which need is not temporary or
expected to diminish in the foreseeable future. The Equipment will be used by Lessee for the purpose of perForming one or
more of Lessee's governmental functions consistent with the permissible scope of Lessee's authority and not in any trade or
business carried on by any person other than Lessee. Specifically, the Equipment was selected by Lessee to be used as
follows:
�i
�
S a �c � �'a.�Fo -� CoY ✓ e` �a �• , t.� �.�u t�l � � 1
LESSEE: City of Fort Worth
Signature:
Name Printed: Fernando Costa
Title: Assistant Citv Manaqer
Date: Mav 30, 2013
and Legality:
Douglas
Recommei
).
)ouglas W
Director Tr�
Black, Assistant City Attorney
by:
�� t�..� , �
► $D`�_
, PE
ion & Public Works
� ` - r' r.
�- , ; ..
�'�;
�
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c....�C W �..tc �
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:•
PLEASE VERIFY THE ATTACHED COPY OF THE SALES TAX EXEMPTION FOR CITY OF FORT WORTH.
r
�
T��Y1►.S CE.RTI�`ICATE p�' Ek�iYLPTIpN
�[ c:air,�, an exemption &om �payment of' sales and use ta.;es ior tLe purchase a#� ta:taole
items desciibed belo�v oz on th� attached ordez• or iavoiee..
Descr�pt�on�of Items (or aa at�ached oidzr or invoicz) To Be Purcctased;
Atl Xtezcis :
I claim this exzmp�.on far �Le folloFving reason:
��e o#'e:cempt orga�i2aiion: Citv of Fott �Vo�th
as Sales and tise Tu� Pexznii ti'umbex� 1•-75-6000528-6
Projzct foz which �ateiials a.nd .supplies aze parchased:
I understan.d that I�vill he liable for payment �of sales tax, which may become due for
failur'e. to comply with the protrisions of' tb.e statz, city, ancUor metropolitari hanszt
aukhozity sales and use �ax �a�,vs a�d comptrollez tules re�arding exempt �purchases..
Liabilit,y foz tt�..e ta�t �v:11 be defectv.ned by ttte piice paid for t��.a taxable iteu�s puzchased
or the �air maz.cet rerital value for the peiiod o� time use�.
I und�isEaad that� [t is- a riusdemeanor to �.va an e�em�ition certificafe to the sellez fax
faxablz.iter,�s tiv�.ich�Z lcaow, at tl�e tr.xne of the parchase, wili be used i� a-mani�et othet
t�an�that expeitsed i� this certificate and, upou eonvictian, r.�ay be fiaed.�xp to 5500 per
o fPense. �
Ta�� E:cempt Status Due to Bein� a Governnzentai Eittrt
P�c�aser:
Sfre;,t Add'res�:
City; State, Zip C�de;
S�� I�er�: "
" �,f'�r��"/h9' � Date: �2/07/2007 .phone; �(817 392-8325
GrawRossi,<1 sfnntxinance irector .
T`�.is certi�ic�t� �oes not r�qui.re a numbe� to be valid_ Sales and usz t�,Y "exe�ption
aumbers" oz "ta:t e:���pi' nua�bets �o aot e:c?st_
T�;.s ce�tz�ezte shoutd be fiurGis;ted to i�e su�plizz�. Do not se�d ;.�;� co��pletid cez�i.� eafa
to t4e Co�-�p�ollet ofPublic Accattnis
f
PLEASE VERIFY THE ADDRESSES FOR THE BUILDINGS WITH ENERGY MANAGEMENT IMPROVEMENTS.
Buildinqs with Phase IV Enerqv Improvements
Facilit Name Street Address
Municipal Parking Garage 913 Taylor Street
NW FOB N Division HQ 2500 N Houston
NW FOB W Division HQ, NPD 11 3525 Marquita Street
SE FOB S division HQ NPD 09 3128 W Bolt Street
SE FOB E Division HQ NPD 05 5650 E Lancaster Ave
Police Administration 350 Belknap
Su port Svcs Fire Alarm 2930 W Bolt
Battalion No 1 Fire Station No 04 2950 Old Mansfield Road
Battalion No 01 Fire Station No 10 3209 Hemphill Street
Battalion No 01 Fire Station No 17 212 E Felix Street
Battalion No 1 Fire Station No 21 3502 S Hill Drive
Battalion No 1 Fire Station No 28 1224 Everman Parkwa
Battalion No 1 Fire Station No 29 6400 Westcreek Drive
Battalion No 2 Fire Station No 01 120 N Pecan Street
Battalion No 2 Fire Station No 02 1000 Cherr Street
Battalion no 2 Fire Station no 8 1101 12 Ave
Battalion no 2 Fire Station No 14 2737 Meadowbrook Drive
Battalion No 3 Fire Station No 6 205 Universit Drive
Battalion No 3 Fire Station No 11 400 Grand Ave
Battalion No 3 Fire Station No 12 120 NW 22" Street
Battalion No 3 Fire Station No 13 5333 Lea Crest Ln
3attalion No 3 Fire Station No 15 3100 Azie Ave
Battalion No 3 Fire Station No 18 1908 Carleton
Battalion No 3 Fire Station No 19 2613 Carnation Street
Battalion No 3 Fire Station No 40 8510 Spring Street
Battalion No 4 Fire Station No 03 4700 Ramey Ave
Battalion No 4 Fire Station No 07 7601 John T White Road
Battalion No 4 Fire Station No 20 1051 Woodhaven Blvd
Battalion No 4 Fire Station No 22 4849 Wilbarger Street
Battalion No 4 Fire Station No 24 3101 Forest Ave
Battalion No 4 Fire Station No 33 14650 Statler Blvd
Battalion No 5 Fire Station No 16 5933 Geddes Street
Battalion No 5 Fire Station No 23 3201 Portales Drive
Battalion No 5 Fire Station No 26 6124 S Hulen Street
Battalion No 5 Fire Station No 30 4416 Southwest Blvd
Battalion No 5 Fire Station No 32 10201 White Settlement Road
Battalion No 5 Fire Station No 36 5100 Columbus Trail
Battalion No 5 Fire Station No 39 7555 Oakmount Bivd
Battalion No 6 Fire Station No 09 2575 Polaris Drive
Battalion No 6 Fire Station No 25 3801 N Main Street
Battalion No 6 Fire Station No 31 4209 Longstraw Drive
Battalion No 6 Fire Station No 35 2250 Alliance Blvd
Battalion No 6 Fire Station No 37 4721 Ray White Road
Battalion No 6 Fire Station No 44 4017 Falcon Way West
Support Svcs Vehicle Maint. 2920 W Bolt Street
Support Svcs Supply 2910 W Bolt
Animal Care and Control Center 4900 Martin Street
Comm Svcs Southside CC 959 E Rosedale Street
Comm Svcs Andrew "Doc" Sessions Ctr 201 S Sylvania Ave
Comm Svcs Fellowship Corner 1609 New York Ave
..
Comm SvcsNorthside CC
Comm Svcs Como CC
Comm Svcs North Tri-Ethnic CC
Comm Sv�s Worth Heiahts CC
SW Re
SW Re
SW Re
SW Re
SW Re
SW Re
SW Re
SW Re
SW Re
SW Re
NE Rec
NE Rec
NE Rec
Svcs Martin Lurther king CC
gion Qwest District Park Operations
gion Fire Station CC
gion RD Evans CC
gion Thomas Place CC
gion Highland Hills CC
�ion Greenbriar CC
�ion Southwest CC
�ion Central District Operations
�ion Botanic Garden Center
�ion Rock Springs Ctr for Education
�ion North District Park Operations
�ion Bertha Collins CC
�ion Diamond Hill CC
NE Region Riverside CC
NE Region East District Park Operations
NE Region Eugene McCray CC
NE Region Handley Meadowbrook CC
NE Region Hillside CC
NE Region Sycamore CC
NE Charles Haws Athletics Center
P&RM Rolling Hills Service Center
Branch �ibrary Wedgwood
Branch Library Meadowbrook
Branch Library Riverside
3ranch Library Northside
Branch Library Seminary South
Brancn Library East Berry
Branch Library Ridglea
Branch Library.Diamond Hills/Jarvis
Branch Library Summerglen
Regional Library East
Code Enforcement Administration
Communication Bldg C
Citv Hall
1801 Harrington Street
4900 Horne Street
2950 Roosevelt Ave
3551 New York Ave
5565 Truman Drive
7151 Calmont Ave
1601 Lipscomb Street
3242 Lackland Road
4237 Lafayette Ave
1600 Glasgow Road
5200 Hemphill Street
6300 Welch Ave
2901 Crestline Road
3220 Botanic Garden Blvd
3220 Rock Spring Road
1700 Brennan Ave
1501 Martin Lurther King F
1701 NW 37 Street
3700 E Belknap Street
2300 Avenue H
4932 Wilbarger Street
6201 Beaty Street
1201 E Maddox Ave
2525 E Rosedale Ave
600 Congress Ave
2525 Joe B Rushing Blvd
3816 Kimberly Ln
5651 E Lancaster Ave
2913 Yucca Ave
601 Park Street
501 E Bolt Street
4300 E Berry Street
3628 Bernie Anderson Ave
1300 NE 35 Street
4205 Basswood Blvd
6301 Bridge Street
715 Texas Street
1017 Macon
1000 Throckmorton Street
N
:�
Buildinqs with Phase VII Enerqv Improvements
Phase IV Buildinqs with additional Phase VII Enerqv Improvements
�Z��
Agreement No. TE-1975
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Dated: May 30, 2013
All American Investment Group, LLC ("Assignor") hereby gives notice that it has assigned and sold to SunTrust Equipment Finance &
Leasing Corp. ("Assignee") all of Assignor's right, title and interest in and to the rental payments and other amounts due under Rental
Payment Schedule to the Master Municipal Equipment Lease-Purchase Agreement No. TE-1975 dated May 30, 2013 (the "AgreemenY') by
and between Assignor and City of Fort Worth ("Lessee"). All rental payments and other amounts coming due pursuant to the Agreement
on and after the date hereof are payable to and should be remitted to Assignee at the following address:
SunTrust Equipment Finance & Leasing Corp.
P.O. Box 79194
Baltimore, Maryland 21279-0194
Lessee hereby acknowledges the effect of the assignment and absolutely and unconditionally agrees to deliver all rental payments and
other amounts coming due under the Agreement in accordance with the terms thereof on or after the date of this Notice and
Acknowledgment of Assignment.
Lessee agrees that (i) Assignee shall have all the rights of lessor under the Agreement and all related documents, including, but not limited
to, the right to issue or receive all notices and reports, to give all consents, to receive title to the equipment, to declare a default and to
exercise all remedies thereunder, and (ii) Lessee shall pay Assignee all installment payments and other amounts due under the Agreement
as and when due, without deduction or offset, notwithstanding any claim Lessee may have against the original lessor, Assignor, Assignee
or relative to the equipment, or any other claim of Lessee arising prior to the assignment and sale of the Agreement to Assignee, (iii)
Assignor or its Assignee shall retain any interest accruing between the Funding Date and the closing date, and (iv) Lessee has an
unconditional obligation to make payments to Assignee and its assigns under the Agreement and the Agreement may be terminated by
Lessee prior to all payments having been made only pursuant to Non-Appropriation.
Along with all other U.S. Financial institutions, Assignee began complying with Section 326 of the USA Patriot Act effective October 1,
2003. Designed to assist the government in preventing the funding of terrorist and money laundering activities, this section of the USA
Patriot Act requires Assignee to know the business entities that are new to SUNTRUST EQUIPMENT FINANCE & LEASING CORP. To
accomplish this Assignee will obtain, verify and record information that identifies business and/or municipal entities that open new accounts
with us. What this means to you: when you open your account with or borrow from us, Assignee will ask you for full legal name, physical
address, taxpayer identification number and other information that will allow us to verify your entity's identity. The information requested
�nay include documents, such as statutes, resolutions, certificates and/or your charter or other operative/formative documents which will
verify the identifying information you are giving us.
Assignor and Lessee agree and acknowledge that this Notice and Acknowledgment of Assignment is made for and inures to the benefit of
Assignee and its assigns. The Agreement remains in full force and effect, has not been amended and no Non-Appropriation or event of
default (or event which with the passage of time or the giving of notice or both would constitute a default) has occurred thereunder.
Any inquiries of Lessee related to the Agreement and any requests for escrow disbursements, if applicable, should be directed as follows:
SunTrust Equipment Finance & Leasing Corp.
300 East Joppa Road, Suite 700
Towson, Maryland 21286
City of Fort Worth
Le
�
Name: Fernando Costa
Title: Assistant Citv Manaqer
Date:
gality:
Douglas
Assistant City Attorney
All American Investment Group, LLC
Lessor �
By:
V'V..�- �i ,
Name:
Title:
�U.
i
�f
30. 2
ended by:
_ �� �J �J
Wiersig, PE Director
on & Public Works D
i
�� � i �
� � ,..
_ ; , _ �' _
ent
� . - � �� j t-.'T"7c�, Tri' 1:.'►?3�'l�,,, _.'+ . - � �
Agreement No. TE-1975
`' URNISH A COPY OF THE FULLY EXECUTED PERFORMANCE BOND AND DUA� OBLIGEE RIDER
�
To be Provided Post Closing
;
92
M&C Review
Page 1 of 3
Offcial site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT� F�
COUNCIL ACTION: Approved on 5/21/2013 - Ordinance No. 20764-05-2013
DATE:
CODE:
SUBJECT:
5/21/2013 REFERENCE NO.: C-26273
LOG NAME: 20ESPC7
C TYPE: NON-CONSENT PUBLIC HEARING: NO
Authorize Execution of a Master Municipal Equipment Lease-Purchase Agreement with All
American Investment Group, LLC, in the Amount of $18,443,309.30, Authorize Execution
of an Escrow Agreement with All American Investment Group, LLC, and SunTrust Bank,
Authorize Execution of Amendment No. 8 to City Secretary Contract No. 29110 with
Johnson Controls, Inc., in the Amount of $10,955,452.00 to Support the Refinance of
Phase 4 of the City's Energy Savings Performance Contract and the Finance and
Implementation of Phase 7 of the City's Energy Savings Performance Contract at Selected
City-Owned Facilities, Provide for Project Costs and Contingencies in the Amount of
$140,000.00 for a Total Project in the Amount of $11,095,452.00 and Adopt Appropriation
Ordinance (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a Master Municipal Equipment Lease-Purchase Agreement with All American
Investment Group, LLC (AAIG) in the amount of $18,443,309.30 to refinance Phase 4, $7,487,857.30 of the
City's Energy Savings PerFormance Contract (ESPC) with Johnson Controls, Inc. (JCI) and to finance
implementation of ESPC Phase 7, in the amount of $10,955,452.00 with JCI;
2. Authorize the execution of an Escrow Agreement with AAIG and SunTrust Bank as required by the
Master Municipal Equipment Lease-Purchase Agreement;
3. Adopt the attached Appropriation Ordinance increasing Fiscal Year 2013 estimated receipts and
appropriations in the Special Trust Fund in the amount of $11,095,452.00 from available funds to fund
implementation of ESPC Phase 7, in the amount of $10,955,452.00 with JCI and construction inspection
and contingencies in the amount of $140,000.00; and
4. Authorize execution of Amendment No. 8 to City Secretary Contract No. 29110 with JCI in the amount of
$10,955,452.00 to implement ESPC with JCI for selected City-owned and operated facilities.
DISCUSSION:
The purpose of this Mayor and Council Communication is to authorize the following three actions:
1. Consolidate all previous phases of the existing City General Fund Energy Savings Performance
Contract projects into a single ESPC Phase 7 project.
2. Implement $10,955,452.00 in new energy efficient infrastructure improvements in ESPC Phase 7 as
recommended by a detailed energy study conducted by Johnson Controls, Inc., as a result of M&C C-
25751 approved on July 24, 2012.
3. Refinance ESPC Phase 4 from an effective interest rate of 4.48 percent to 2.236 percent.
Scope of Work
The Phase 7 project includes the following new facility improvements: Lighting; Air Conditioning and
Controls; Retro-Commissioning; Window Film and Sealing; Water Conservation; and Power Factor
Correction. This work is planned variously at the following facilities: City Hall and Service Building; Monroe
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=18448&councildate=5/21/2013 5/23/2013
� M&C Review
Page 2 of 3
Street and Zipper Annexes; Public Safety and Courts; Animal Care and Control Center; Fort Worth Water
Gardens; Central, East and Southwest Regional Libraries; Fort Worth Convention Center; Commerce
Street Parking Garage; and James Avenue, Southside, and Brennan Avenue Service Centers. Altogether,
over 100-city-owned and-operated facilities are included in Phase 7's consolidation of ESPC Phases 1, 2, 3,
4, and 6b. Phases 5 and 6a were implemented with separate funding from the Water Department and are
not part of this consolidated Phase 7.
Project Funding
Costs
New Energy Efficient Infrastructure Improvements - Phase $ 10,955,452.00
7
Previous Phase 4 im rovements bein refinanced $ 7,487,857.30
Contin enc $ 100,000.00
Staff costs $ 40,000.00
Total $ 18,583,309.30
Project funding primarily relies on a Master Equipment Lease-Purchase Agreement that will be repaid
through guaranteed utility cost avoidance from previous phases and from implementation of new Phase 7
work elements. Cost avoidance from finro current loans and one lease that would have been paid down
from previous phases in Fiscal Years 2014, 2015, and 2018 will be used to financially support the new
facility improvements. Funding for Staff construction inspection services and potential project contingencies
is provided from previously secured utility incentives received by the City from participation in Oncor Electric
Delivery's energy efficiency programs. These incentive funds were deposited into the Special Trust Fund's
Energy Conservation Reserve Account, and any incentive revenues secured through implementation of
Phase 7 will be deposited back into this same account.
Utility Cost Avoidance
M/WBE Office - Johnson Controls, Inc., is in compliance with the city's Business Diversity Enterprise
Ordinance by committing to 10 percent Minority Business Enterprise participation on this project. The city's
Minority Business Enterprise goal on this project is 10 percent.
ESPC Phase 7 involves improvements to city facilities located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached appropriation ordinance, funds will be available in the capital budget, as
appropriated, of the Special Trust Fund.
TO Fund/Account/Centers
�
FE72 488302 020543008000
�
FE72 531200 020543008000
-� ��� ��
$100 000.00
FROM Fund/Account/Centers
�
FE72 531200 020543008000
�
FE72 511080 020543008000
$100,000.00
�,�� ��� ��
http://apps.cfwnet.org/council�acket/mc review.asp?ID=18448&councildate=5/21/2013 5/23/2013
M&C Review
�
FE72 511080 020543008000
�
FE72 485700 020543009000
�
FE72 539120 020543009000
E,-� ��� ��
$10,955.452.00
$10,955.452.00
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
20ESPC7_FE72 A013 (11 M REV 051413).doc
�
FE72 539120 020543009000
Fernando Costa (6122)
Jay Chapa (8517)
Douglas W. Wiersig (7801)
Samuel C. Steele (1276)
Glenn Balog (2028)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=18448&councildate=5/21/2013
Page 3 of 3
$10 955.452.00
5/23/2013