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HomeMy WebLinkAboutContract 44739 (2)CITY SECREE'!"A Agreement No. TE-1990 CONTRACT NO. �'3 , ..,_ Master Municipal Equipment Lease -Purchase Agreement This Master Municipal Equipment Lease -Purchase Agreement is made and entered into as of September 4, 2013, between All 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 from Lessor pursuant to a Municipal Equipment Lease/Purchase Agreement dated as of September 7, 2010 between Johnson Controls, Inc. as Lessor and the Lessee (The "2010 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 clearly requires, the following terms shall have the respective meanings set forth below for all purposes of this Agreement: `Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit C and which shall be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment as provided in Paragraph 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. hereto. "Equipment Schedule" means the Equipment Schedule attached hereto as Exhibit A and made a part "Event of Default" is defined in Paragraph 24 hereof. "Event of Non -Appropriation" means a nonrenewal of the term of this Agreement by Lessee, determined by the failure 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 Exhibit A attached hereto. "Initial Term" means the period from the Dated Date to midnight of the last day of Lessee's current Fiscal Period. "Legally Available Funds" means funds that the governing body of Lessee duly appropriates or are otherwise legally available for the purpose of making Payments under this Agreement. 1 "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 or this Agreement (including Rental Payments) pursuant to Paragraph 27 hereof, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform hereunder. "Net Proceeds" means the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses (including attorneys' fees) incurred in the collection of such claim or award. "Payments"means the Rental Payments and the Additional Payments, collectively. "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 hereof, as payments for the Purchase Price for the Equipment as set forth in Exhibit B attached hereto. "State"means the State identified in ExhibitA 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 B hereto to be paid in full, unless this Agreement is terminated as provided in Paragraph 25 hereof. The term of this Agreement will expire upon the first to occur of (a) the expiration of the Initial Term or any Renewal Term during which an Event of Non -Appropriation occurs, (b) the day after the last scheduled Rental Payment shown on Exhibit B 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 B attached hereto. Rental Payments made by check will be accepted subject to collection. Lessee's obligation to make Rental Payments and to pay any Additional Payments payable under this Agreement constitutes a current obligation payable exclusively from Legally Available Funds and shall not be construed to 2 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 (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 shall 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; Partial Prepayment: Lessee is hereby granted the option to purchase the Equipment (in whole or in part), prior to the scheduled payment of the Rental Payments in full pursuant to this Agreement, on each Rental Payment date. Purchase in whole shall be at a price equal to any Rental Payments due, other amounts owed and the Purchase Option Price shown for the Rental Payment date on which such purchase is to be effective under the column titled "Purchase Option Price" on Exhibit B 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 result of such Event of Default or otherwise terminate the term of this Agreement notwithstanding anything in this Agreement to the contrary. Upon payment of a portion of the Purchase Option Price as provided herein, ("Partial Prepayment") each Rental Payment thereafter (including the principal and interest components thereof) and the Purchase Option Price related to each Rental Payment date thereafter shall be reduced directly by the amount of the Partial Prepayment. Within 15 days after such partial prepayment date, Lessor shall provide to Lessee a revised Exhibit B to this Agreement, which shall take into account such payment of a portion of the Purchase Option Price and the corresponding reduction in the Rental Payments (including the principal and interest components thereof) and the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Agreement. Notwithstanding any other provision of this Paragraph 6, this Agreement shall remain in full force and effect with respect to all or the portion of the Equipment accepted by Lessee as provided in this Agreement, and the portion of the principal component of Rental Payments remaining unpaid after the partial prepayment date plus accrued interest thereon shall remain payable in accordance with the terms of this Agreement, including revised Exhibit 8 hereto which shall be binding and conclusive upon Lessor and Lessee (absent manifest error). Immediately upon any such purchase, being made, Lessor shall execute all documents necessary to confirm in Lessee free and unencumbered title in and to the Equipment (including but not limited to bills of sale), but without warranties and in "where -is"," as -is" condition, and release Lessor's security interest in the Equipment and shall deliver such documents to Lessee. Lessor shall further cooperate in providing for the filing of any necessary releases or other similar documents. 7. Essentiality: Lessee's present intention is to make Rental Payments and Additional Payments for the Initial Term and all Renewal Terms as long as it has Legally Available Funds. In that regard, Lessee represents that (a) the use and operation of the Equipment is essential to its proper, efficient and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including any Renewal Terms) scheduled to be paid hereunder. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including any Renewal Terms) scheduled to be paid hereunder. 8. Delivery and Installation: Lessee has selected the type, quantity and supplier of each item of Equipment designated in Exhibit A hereto, has caused the Equipment to be ordered, delivered and installed at the location specified on Exhibit A and has priced any and all delivery and installation costs in connection therewith. Lessor shall have no liability for any failure by the supplier to deliver any Equipment or to fill any purchase order or meet the conditions thereof. Lessee, at its expense, will pay or cause the supplier to pay all transportation, packing, taxes, duties, insurance, installation, testing and other charges in connection with the delivery, installation and use of the Equipment. As soon as practicable after receipt of the Equipment, Lessee shall furnish Lessor with an Acceptance Certificate. Execution of the Acceptance Certificate by any 3 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 matting 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 will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. All items of Equipment shall at all times be and remain personal property notwithstanding that any such Equipment may now or hereafter be affixed to realty. 11. Tax Covenants; Tax Indemnity Payments: Lessee agrees that it will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the Lessor or its assigns thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes. Lessee agrees to complete in a timely manner an information reporting return (either Form 8038-G or Form 8038-GC, as appropriate) in the form attached as Exhibit D hereto with respect to this Agreement as required by the Code. Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly Rental Payments under this Agreement 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. If Lessee intentionally 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. 4 12. This Section Intentionally Left Blank. 13. Use of Equipment, Inspection and Reports: During the term of this Agreement, Lessee shall be entitled to quiet enjoyment of the Equipment and may possess and use the Equipment in accordance with this Agreement, provided that Lessee is in compliance in all respects with the terms of this Agreement and that such possession and use are in conformity with all applicable laws, any insurance policies and any installation requirements (including environmental specifications) or warranties of the manufacturer, seller and/or supplier with respect to the Equipment. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. Lessor shall have the right, upon reasonable prior notice to Lessee and during regular business hours, to inspect the Equipment at the premises of Lessee or wherever the Equipment may be located. Lessee shall promptly notify Lessor of any alleged encumbrances on the Equipment or any accident allegedly resulting from the use or operation thereof or any claim relating thereto. During the term of this Agreement and at Lessor's request, Lessee shall provide Lessor, no later than ten days prior to the end of each Fiscal Period (commencing with the Lessee's current Fiscal Period), with current budgets or other proof of appropriation for the ensuing Fiscal Period and such other information relating to Lessee's ability to continue the term of this Agreement for the next succeeding Renewal Term as may be reasonably requested by Lessor. During the term of this Agreement, Lessee shall furnish or cause to be furnished to Lessor, at Lessee's expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Period, the audited financial statements of Lessee as at the close of and for such Fiscal Period, all in reasonable detail, audited by and with the report of Lessee's auditor. 14. Security Agreement; Further Assurances: To secure the performance of all of Lessee's obligations hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first lien on (a) the Equipment delivered hereunder, on all attachments, repairs, replacements and modifications thereto or therefore and on any proceeds therefrom and (b) 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 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 will have filed all financing statements for the Lessee no later than the Acceptance Date, and transferred such possession or control over, such collateral (and for so long as any is outstanding will file, continue and amend all such financing statements and transfer such possession and control) as may be necessary to establish and maintain such priority in each jurisdiction in which the collateral may be located or that may otherwise be applicable pursuant to Uniform Commercial Code 9.301 — 9.306 of such jurisdiction. 15. Risk of Loss: All risk of loss, damage, theft or destruction to each item of Equipment shall be borne by Lessee. No such loss, damage, theft or destruction of the Equipment, in whole or in part, shall impair the obligations of Lessee hereunder (including, but not limited to, the obligation to pay Rental Payments when due), all of which shall continue in full force and effect subject to the terms of this Agreement. If (a) the Equipment or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the Net Proceeds of any insurance claim or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or replacement of the Equipment or (ii) the payment in full of the then applicable Purchase Option Price. Any balance of Net Proceeds remaining after completion of such work or payment of such Purchase Option Price shall be paid promptly to Lessee. If the Net Proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Purchase Option Price in full, Lessee shall, at 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 5 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 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. 21. Indemnification: To the extent permitted by law, Lessee assumes liability for, agrees to and does hereby indemnify, protect and hold harmless Lessor and its agents, employees, officers, directors, parents, subsidiaries and stockholders from and against any and all liabilities, obligations, 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 Available Funds and only to the extent authorized by law. 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 Obligation: 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 6 Lessee's use of the Equipment, the interference with such use by any private person or corporation, the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement, or lack of right, power or authority of Lessor to enter into this Agreement or any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the Rental Payments and Additional Payments payable by Lessee hereunder shall continue to be payable in all events unless the obligation to pay the same shall expire or be terminated pursuant hereto (including upon the occurrence of an Event of 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 has been duly authorized to execute and deliver this Agreement and to carry out its obligations hereunder and thereunder. Attached hereto as Exhibit F is a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Agreement. 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 on behalf of Lessee, and attached hereto as Exhibit H is a full, true and correct copy of an opinion of Lessee's legal counsel regarding the legal, valid and binding nature of this Agreement on Lessee and certain other related matters. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this 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 performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefore, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Agreement 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. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this 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 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 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 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. 7 (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 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. (k) Lessee has made sufficient appropriations or has other Legally Available Funds to pay all Rental Payments due during the Initial Term. 24. Events of Default: Each of the following events constitutes an "Event of 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. 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 8 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 or the Equipment, (b) remove the Equipment from its Equipment Location identified in Exhibit A hereto or (c) enter into any contract or agreement with respect to the use and operation of any of the Equipment by any person other than Lessee, without Lessor's prior written consent in each instance. Lessee shall at all times remain liable for the performance of the covenants and conditions on its part to be performed, notwithstanding any assigning, transferring or other conveyance that may be made with such consent. Lessee shall take no action that may adversely affect the excludability from gross income for federal income tax purposes of any portion of the interest component of the Rental Payments. 27. Assignment by Lessor: Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part of its interest in the Equipment or this Agreement including Lessor's rights to receive the Rental Payments or any part thereof (in which event Lessee agrees to make all Rental Payments thereafter to the assignee designated by Lessor). 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 acknowledgment shall in no way be deemed necessary to make any assignment effective. Lessee further agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to Lessee's benefit. 28. Costs: Lessee shall pay Lessor all reasonable costs and expenses, including reasonable attorney's fees and costs related to repossession of the Equipment incurred by Lessor in enforcing any of the terms, conditions or provisions of this 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 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. 9 35. Interest: If under applicable law any part of the Rental Payments is deemed or determined to be imputed interest, finance charges or time -price differential ("Interest), Lessor and Lessee agree that the Rental Payments shall be deemed to be level payments of principal and Interest, with such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum rate or amount of interest permitted by applicable law. If the Interest exceeds such maximum, then at Lessor's option, if permitted by law, the Interest payable will be reduced to the legally permitted maximum amount of interest, and any excessive Interest will be used to reduce the principal amount of Lessee's obligation or be refunded to Lessee. 36. Escrow Agreement: Section Intentionally Left Blank 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 Fernando Costa Assistant City Manager Date: A roved September 4, 2013 s to Form and Legality: Douglas V ► . Black Assistant City Attorney Date: 14k c - Z6yi6 8• 20-i3 September 4, 2013 Lessor: All American Investment Group, LLC Signature: \Lc,,.. � c_41_61,(, Name Printed: Cheri A. Cattoor Title: Chief Operating Officer Date: September 4, 2013 Attest: Mary J. Kayser City Secretary Date: Recommended by: Frank Crumb, P.E. Director, Water Department Date: Attest: Signatur Name rinted: Lisa Albrecht Title: First Vice President Date: September 4, 2013 4.d4^0.T11Xri1 September 4, 21,3° 90 1, Y September 4, 2013 o o° pd nr„r�o. 10 LIST OF CLOSING DOCUMENTS 1. Master Municipal Equipment Lease -Purchase Agreement 2. Equipment Description and Location (Exhibit A) 3. Rental Payment Schedule (Exhibit B) 4. Acceptance Certificate (Exhibit C) 5. 8038G Questionnaire and IRS Form (Exhibit D) 6. Insurance Coverage Requirements (Exhibit E) 7. Mayor and Council Communication (Exhibit F) 8. Incumbency Certificate of Lessee (Exhibit G) 9. Opinion of Lessee's Counsel (Exhibit H) 10. Escrow Agreement INTENTIONALLY OMITTED 11. Lessee Invoice Information Form 12. Essential Use Letter 13. Sales Tax Exemption 14. Legal Descriptions 15. Notice of Assignment 16. Authorization to Disburse Funds/Payoff Letter Agreement No. TE-1990 EXHIBIT A EQUIPMENT DESCRIPTION AND LOCATION 1. Description of the Equipment: See Scope of Work for a Detailed Description 2. Serial Number(s) * (if available/applicable): 3. Equipment Location: Village Creek Wastewater Treatment Plant Located at 4500 Wilma Lane, Fort Worth, Texas 76102 4. For purposes of the Agreement, "State" means the State of Texas. 5. Lessee's current Fiscal Period extends from October 1 to September 30. Lessee: City of Fort Worth Fernando Costa Assistant City Manager Date: September 4, 2013 Frank Crumb, P.E. Director, Water Department •rov d-a _ t• orm and Legality: Douglalin' . Back Assistant City Attorney Lessee authorizes Lessor to insert serial number of Equipment when determined by Lessor as provided in Paragraph 31 of the Agreement. 12 SCOPE OF WORK SUMMARY OF WORK: The following FIM's will be included in this Agreement: FIM Description !Turbine Waste Heat Recovery Equipment !Digester Mixing Equipment !Anoxic Zone Equipment FACILITIES: The Equipment will be located at the Village Creek Wastewater Treatment Plant located at 4500 Wilma Lane. DETAILED EQUIPMENT DESCRIPTION: FIM Description: Turbine Waste Heat Recovery Eauipment This facility improvement measure comprises the construction of a new turbine heat recovery system for the Village Creek Wastewater Treatment Plant. • Two (2) new surface condenser packages and two (2) new condensate pumps per package and other accessories. • One (1) new deaerator package including boiler feedwater pumps and other accessories. • Three (3) new plate and frame heat exchangers. • Three (3) new heat recovery circulation pumps. • One (1) new water treatment package including boiler water makeup system, water softener system, and local control panel. • Two (2) rebuilt Roots blowers and two (2) new steam turbine driver packages including lube oil system, lube oil heat exchanger, casing condensate pump (steam driven), steam traps, digital governor and other accessories. • installation of new interconnecting piping and pipe support systems. • Installation of electrical improvements • Furnish and install new piping, materials and supplementary equipment as necessary to provide a fully functional system for the purposes of heat recovery and aeration air delivery. New DCS control equipment associated with this FIM are listed in Table 1. Heat Recovery Steam Generator (PLC) Pressure Temperature Steam Flow By -Pass Damper Blow -down Table 1 New DCS Control Equipment Monitoring Points Pressure Temperature Flow Rate Flow Volume Position Operating Status: Open/Close Equipment New Number Points Pressure Sensor Temperature Sensor Flow Meter Same Flow Meter Damper Blowdown Location 13 1 1 1 1 1 Notes Monitor Level on linear scale Monitor Level on linear scale Monitor position on linear scale Integrate Flow Rate Monitor Position Monitor Status (Open/Close Duct Burner - Digester Gas Feed Duct Burner - Landfill Gas Feed Duct Burner - Natural Gas Feed Alarms - Common Alarm Steam Turbine No. 1 (PLC) Alarms - Common Alarm Vibration, Temp, Oil Flow, Oil Temp, etc. Steam Turbine No. 2 (PLC) Alarms - Common Alarm Vibration, Temp, Oil Flow, Oil Temp, etc. Surface Condenser (PLC) Temperature within Condensers Deaerator Feed Pumps Hot Water Circulation Pumps (Heat Sink Pumps) Temperature in CW approach to Surface Condenser Temperature in Wtr to Circulation Loop Alarms - Common Alarm Deaerator (PLC) Temperature Boiler (HRSG) Feed Pumps Alarms - Common Total New Points Flow Rate Flow Volume Flow Rate Flow Volume Flow Rate Flow Volume All Monitoring Points All Monitoring Points All Monitoring Points Temperature Operating Status: On or Off Operating Status: On or Off Temperature Temperature All Monitoring Points Temperature Speed All Flow Meter Same Flow Meter Flow Meter Same Flow Meter Flow Meter Same Flow Meter All Alarms Monitor position on 1 linear scale Integrate Flow Rate Monitor position on 1 linear scale Integrate Flow Rate Monitor position on 1 linear scale Integrate Flow Rate 1 On/Off/Reset Equipment New Number Points All Alarms 1 Equipment New Number Points All Alarms Notes On/Off/Reset Notes 1 On/Off/Reset Equipment New Number Points Temperature Sensor Pumps Pumps Temperature Sensor Temperature Sensor All Alarms 2 Notes Monitor Level on linear scale Monitor only. 2 Start/Stop in the field. Monitor only. 2 Start/Stop in the field. 1 1 Monitor Level on linear scale Monitor Level on linear scale 1 On/Off/Reset Equipment New Number Points Temperature Sensor Pumps All Alarms 14 1 Notes Monitor Level on linear scale 2 Monitor speed 1 On/Off/Reset 24 BloGas BioGas BloGas HRSG With Bumer (New) CGT#1 ` (Exist) Heat CGT 42 (Exist) Steam Steam Hot Water To Digester & Effluent ;Surface Condenser (New) ..� Process Alr • Steam Turbines & Rebuilt Blowers (Retrofit) • ...tProcess Air i:ukkomalessma► Condensate Steam Hot Water To Digester. Effluent Surface Condenser (New) Deaerator (New) New Turbine Waste Heat Recovery Flow Diagram FIM Description: Digester Mixing Equipment This facility improvement measure comprises the installation of six (6) new Linear Motion Mixers in Anaerobic Digesters 9 through 14. • New DCS control equipment associated with this FIM are listed in Table 2. Table 2 New DCS Control Equipment Linear Motion Monitoring Equipment New Mixers Points Number Points Notes Operating 1 mixer per Monitor only. Digester Mixers Status: On digester x 6 6 Start/Stop in or Off digesters the field. FIM Description: Aeration Anoxic Zone Equipment This facility improvement measure comprises all equipment necessary to provide six (6) fully functional anoxic zones within existing Aeration Basins 1 — 6. • Eighteen (18) invent Hyperclassic Evolution 6 mixers (3 per basin), • Six (6) submersible pumps, mounting hardware and FRP return pipe. Pump is to be a NRCY Recirculation Pump with 12.2 hp motor, or equal. • The installation of new course bubble diffusers in the anoxic zone area only of Aeration Basins 1-6. • Labor, materials, equipment and incidentals necessary to install stairways, walkways, handrails and ancillary fasteners and components that will conform to OSHA requirements. • Installation of frames and gratings. • New DCS control equipment associated with this FIM are listed in Table 3. Table 3 New DCS Control Equipment Aeration Basin - Monitoring Equipment Anoxic Zones Points Number Anoxic Zone Mixers Nitrified Recycle Pumps Total New Points Operating 3 mixers per Status: On or basin x 6 Off basins Operating 1 pump per Status: On or basin x 6 Off basins 15 New Notes Points Monitor only. 18 Start/Stop in the field. Monitor only. 6 Start/Stop in the field. 24 Agreement No. TE-1990 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 Payment Date 12/4/2013 3/4/2014 6/4/2014 9/4/2014 12/4/2014 3/4/2015 6/4/2015 9/4/2015 12/4/2015 3/4/2016 6/4/2016 9/4/2016 12/4/2016 3/4/2017 6/4/2017 9/4/2017 12/4/2017 3/4/2018 6/4/2018 9/4/2018 12/4/2018 3/4/2019 6/4/2019 9/4/2019 12/4/2019 3/4/2020 EXHIBIT B RENTAL PAYMENT SCHEDULE The Rental Payments shall be made for the Equipment as follows: Payment Amount 410,855.50 410,855.50 423,181.00 423,181.00 423,181.00 423,181.00 435,876.50 435,876.50 435,876.50 435,876.50 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 Interest Amount 85,944.11 84,043.38 82,131.53 80,136.39 78,129.58 76,111.03 74,080.67 71,964.16 69,835.27 67,693.93 65,540.07 63,379.00 61,205.29 59,018.86 56,819.64 54,607.56 52,382.54 50,144.50 47,893.37 45,629.07 43,351.52 41,060.65 38,756.38 36,438.62 34,107.31 31,762.36 Principal Amount 324,911.39 326,812.12 341,049.47 343,044.61 345,051.42 347,069.97 361,795.83 363,912.34 366,041.23 368,182.57 369,413.30 371,574.37 373,748.08 375,934.51 378,133.73 380,345.81 382,570.83 384,808.87 387,060.00 389,324.30 391,601.85 393,892.72 396,196.99 398,514.75 400, 846.06 403,191.01 Purchase Option Price * 14,653,717.27 14,320,368.91 13,972,498.45 13,622,592.95 13,270,640.50 12,916,629.13 12,547,597.38 12,176,406.79 11,803,044.74 11,427,498.52 11,050,696.95 10,671,691.10 10,290,468.05 9,907,014.85 9,521,318.45 9,133,365.72 8,743,143.48 8,350,638.43 7,955,837.23 7,558,726.44 7,159,292.56 6,757,521.98 6,353,401.05 5,946,916.01 5,538,053.03 5,126,798.19 EXHIBIT B, RENTAL PAYMENT SCHEDULE CONTINUES ON NEXT PAGE 16 Payment Number 27 28 29 30 31 32 33 34 35 36 37 38 Payment Date 6/4/2020 9/4/2020 12/4/2020 3/4/2021 6/4/2021 9/4/2021 12/4/2021 3/4/2022 6/4/2022 9/4/2022 12/4/2022 3/4/2023 Grand Totals EXHIBIT B (Continued) RENTAL PAYMENT SCHEDULE The Rental Payments shall be made for the Equipment as follows: Payment Amount 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 434,953.37 16,436,635.36 Interest Amount 29,403.70 27,031.23 24,644.89 22,244.58 19,830.23 17,401.76 14,959.09 12,502.12 10,030.78 7,544.98 5,044.64 2,529.70 1,745,334.49 Contract Rate: The Contract Rate is 2.340% per annum. Lessee: City of Fort h / Signature: Name Printed: Fernando Costa Title: Assistant City Manager Date: September 4, 2013 A. *rov s to Form and Legality: Douglas . Black - Assistant City Attorney Rec nded by: /j ivvvrAi Frank Crumb, P.E. Director, Water Department Date: September 4, 2013 Principal Amount 405,549.67 407,922.14 410,308.48 412,708.79 415,123.14 417,551.61 419,994.28 422,451.25 424,922.59 427,408.39 429,908.73 432,423.67 14,691,300.87 Purchase Option Price * 4,713,137.53 4,297,056.95 3,878,542.30 3,457,579.33 3,034,153.73 2,608,251.09 2,179,856.92 1,748,956.65 1,315,535.61 879,579.05 441,072.14 Assumes all Rental Payments and Additional Payments otherwise due on that date have been paid. 17 Agreement No. TE-1990 EXHIBIT C ACCEPTANCE CERTIFICATE Lessee: City of Fort Worth Master Municipal Equipment Lease -Purchase Agreement ("Agreement') Dated: September 4, 2013 The Undersigned Acknowledges and Represents that: 1. The Equipment identified in Exhibit A to the above -referenced Agreement is delivered, installed, available for use and is placed in service as of the Acceptance Date indicated below. 2. Such Equipment is in good operating condition and repair and is accepted as satisfactory in all respects for purposes of the Agreement. Lessee: City of Fort Worth Acceptance Date: Signature: Name Printed: Title: December 26, 2012 Frank Crumb, P.E. Director, Water Department 18 Agreement No. TE-1990 EXHIBIT D 8038G Questionnaire and IRS Form Agreement No. TE-1990 8038-G QUESTIONNAIRE Name of Lessee: Address of Lessee: Contact Person: Telephone Number: Email Address: Lessee's FEIN: City of Fort Worth 1000 Throckmorton, Fort Worth, Texas 76102 Madelene Rafalko, Senior Professional Engineer at City of Fort Worth 817-392-8215 Madelene.Rafalko(afortworthtexas.Qov 75-6000528 GENERAL In October 2011, the Internal Revenue Service ("IRS") updated Form 8038-G (the form used by Lessees to report 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 restrictions 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 entered 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 ✓ 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 fund 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 Lessee for expenditures paid to acquire the financed assets prior to the funding date of the Lease? Yes No If yes, please 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? $ 0 BY:LiL�..,�, IL NAME: TITLE: DATE: 20 Fernando Costa Assistant City Manager September 4, 2013 Form OUO�u (R,ev. September 2011) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. Reporting Authority 1 issuer's name City of Fort Worth 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) Part 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 8 Name of issue Lease TE-1990 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) Madelene Rafalko, Senior Professional Engineer at City of Fort Worth Part II 11 12 13 14 15 16 17 18 19 OMB No. 1545-0720 If Amended Return, check here ► 2 Issuer's employer identification number (EIN) 75-6000528 3b Telephone number of other person shown on 3a Room/suite 5 Report number (For IRS Use Only) 7 Date of issue September 4, 2013 9 CUSIP number 108 Telephone number of officer or other employee shown on 10a Type of Issue (enter the issue price). See the instructions and attach schedule. Education Health and hospital Transportation Public safety 817-392-8215 11 12 13 14 Environment (including sewage bonds) 15 Housing 16 Utilities 17 18 ► ❑ 20 If obligations are in the form of a lease or installment sale, check box ► ❑✓ Other. Describe ► Energy Performance Contract If obligations are TANs or RANs, check only box 19a If obligations are BANs, check only box 19b 0212 $ 14,691,300.87 $ N/A Uses of Proceeds of Bond issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) Description of Obligations. Complete for the entire issue for which this form is being filed. (b) Issue price (c) Stated redemption (d) Weighted price at maturity average maturity (a) Final maturity date 21 3/4/2023 9.5 years N I/\22 24 Proceeds used for bond issuance costs (including underwriters' discount) . 1 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 1 27 28 Proceeds used to advance refund prior issues i 28 29 Total (add lines 24 through 28) 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Part 31 32 33 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Description of Refunded Bonds. Complete this part only for refunding bonds. Enter the remaining weighted average maturity of the bonds to be currently refunded . Enter the remaining weighted average maturity of the bonds to be advance refunded . Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) 23 $14,691,300 (e) Yield 87 2.340 % nears Years Cat. No. 63773S Form 8038-G (Rev. 9-2011) Form 8038-G (Rev. 9-2011) Page 2 Part VI ' Miscellaneous '35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 135 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 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation ► c Enter the EIN of the issuer of the master pool obligation ► d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 0 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box ► 0 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box ► 0 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 Paid Preparer Use Only 36a 37 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 return information, as necessary to proces he person that I have authorized above. ex-nctndG (t-z13Signature of issuer's authorized representative r Type or print name and title Print/Type preparer's name Preparer's signature I Date Check ❑ if PTIN self-employed Firm's EIN ► Phone no. Firm's name I. Firm's address I. r'tV1et0\ Form 8038-G (Rev. 9-2011) Instructions for Form 8038-G (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 (line 21, column (b)) is... $100,000 or more Less than $100,000 A CAUTION THEN, for tax-exempt governmental obligations issued after December 31, 1986, issuers must file... A separate Form 8038-G for each issue Form 8038-GC, Information Return for Small Tax -Exempt Governmental Bond Issues, Leases, and Installment Sales For all build America bonds and recovery zone economic development bonds use Form 8038-B, 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, Information Return for Tax Credit Bonds and Specified Tax Credit Bonds. 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 willful 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 Worldwide 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. Sep 20, 2011 Cat. No. 63774D Department of the Treasury Internal Revenue Service 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, installment 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 obligation 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 of 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. 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 of 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 I/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 issue. 1f you are filing to correct errors or change a previously filed return, check the Amended Return box in the heading of the form. The amended return must provide all the information reported on the original return, in addition to the new or corrected information. Attach an explanation of the reason for the amended return and write across the top, "Amended Return Explanation." Failure to attach an explanation may result in a delay in processing the form. Line 1. The issuer's name is the name of the entity issuing the obligations, not the name of the entity receiving the benefit of the financing. For a lease or installment sale, the issuer is the lessee or the purchaser. Line 2. An issuer that does not have an employer identification number (EIN) should apply for one on Form SS-4, Application for Employer Identification Number. You can get this form on the IRS website at IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676). You may receive an EIN by telephone by following the instructions for Form SS-4. Line 3a. If the issuer wishes to authorize a person other than an officer or other employee of the issuer (including a legal representative or paid preparer) to communicate with the IRS and whom the IRS may contact about this return (including in writing or by telephone), enter the name of such person here. The person listed in line 3a must be an individual. Do not enter the name and title of an officer or other employee of the issuer here (use line 10a for that purpose). Note. By authorizing a person other than an authorized officer or other employee of the issuer to communicate with the IRS and whom the IRS may contact about this return, the issuer authorizes the IRS to communicate directly with the individual entered on line 3a and consents to disclose the issuer's return information to that individual, as necessary, to process this return. Lines 4 and 6. If you listed an individual on line 3a to communicate with the IRS and whom the IRS may contact about this return, enter the number and street (or P.O. box if mail is not delivered to street address), city, town, or post office, state, and ZIP code of that person. Otherwise, enter the issuer's number and street (or P.O. box if mail is not delivered to street address), city, town, or post office, state, and ZIP code. Note. The address entered on lines 4 and 6 is the address the IRS will use for all written communications regarding the processing of this return, including any notices. Line 5. This line is for IRS use only. Do not make any entries in this box. Line 7. The date of issue is generally the date on which the issuer physically -2- exchanges the bonds that are part of the issue for the underwriter's (or other purchaser's) funds. For a lease or installment sale, enter the date interest starts to accrue in a MM/DD/YYYY format. Line 8. If there is no name of the issue, please provide other identification of the issue. Line 9. Enter the CUSIP (Committee on Uniform Securities Identification Procedures) number of the bond with the latest maturity. If the issue does not have a CUSIP number, write "None." Line 10a. Enter the name and title of the officer or other employee of the issuer whom the IRS may call for more information. If the issuer wishes to designate a person other than an officer or other employee of the issuer (including a legal representative or paid preparer) whom the IRS may call for more information about the return, enter the name, title, and telephone number of such person on lines 3a and 3b. Complete lines 10a and 10b even if you complete lines 3a and 3b. CAUTION Part II —Type of Issue CAUTION Elections referred to in Part II are made on the original bond documents, not on this form. Identify the type of obligations issued by entering the corresponding issue price (see Issue price under Definitions earlier). Attach a schedule listing names and EINs of organizations that are to use proceeds of these obligations, if different from those of the issuer, include a brief summary of the use and indicate whether or not such user is a governmental or nongovernmental entity. Line 18. Enter a description of the issue in the space provided. Line 19. If the obligations are short-term tax anticipation notes or warrants (TANS) or short-term revenue anticipation notes or warrants (RANs), check box 19a. if the obligations are short-term bond anticipation notes (BANs), issued with the expectation that they will be refunded with the proceeds of long-term bonds at some future date, check box 19b. Do not check both boxes. Line 20. Check this box if property other than cash is exchanged for the obligation, for example, acquiring a police car, a fire truck, or telephone equipment through a series of monthly payments. (This type of obligation is sometimes referred to as a "municipal lease.") Also check this box if real property is directly acquired in exchange for an obligation to make periodic payments of interest and principal, Do not check this box if the proceeds of the obligation are received in the form of cash, even if the term "lease" is used in the title of the issue. Part III —Description of Obligations Line 21. For column (a), the final maturity date is the last date the issuer must redeem the entire issue. For column (b), see Issue price under Definitions earlier. 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 installment 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 will 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 will 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 -3- 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, yield 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 applicable 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 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 Only area 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: -4- Learning about the law or 2 hr., 41 min. the form Preparing, copying, 3 hr., 3 min. assembling, and sending the form to the IRS 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. EXHIBIT E Agreement No. TE-1990 To Lessor: From Lessee: INSURANCE COVERAGE REQUIREMENTS All American Investment Group, LLC 730 17th Street #830 Denver, Colorado 80202 City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 and Assignee: SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, Suite 700 Towson, MD 21286 Subject: Insurance Coverage Requirements 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 '--2--,,,,,,,„,....4 ..,,i____ Fernando Costa Assistant City Manager Date: September 4, 2013 Approved a to Form and Legality: Do gla . Black Assistant City Attorney Recp1ii • : nded by: Frank Crumb, P.E. Director, Water Department Date: September 4, 2013 21 FORT WORTH RE: City of Fort Worth Documentation of Insurance Program To Whom It May Concern: Please accept this letter as documentation of the City of Fort Worth's insurance program. The City of Fort Worth is basically a self -funded entity subject to statutory tort laws. The City does not maintain a commercial policy of general liability insurance and/or auto liability insurance. Damage for which the City of Fort Worth would ultimately be found liable would be paid directly by the City of Fort Worth and not by a commercial insurance company. City owned property is covered under the City of Fort Worth Fire and Extended coverage program by a commercial insurance policy. Statutory workers' compensation insurance, coverage is self -funded to the $750,000.00 retention limit per incident over which commercial coverage responds with no upper cap; and, employer's liability coverage is maintained at the $1,000,000.00 policy limit. In the event there are any questions regarding the City of Fort Worth's insurance program, or if I may be of additional assistance, please contact me at the address provided, or phone direct to 817-392-7761 or email, ioev. page(a�fortworthtexas.Qov Thank you for your time and attention. Both are appreciated. On behalf of the City of Fort Worth, we look forward to a continued business relationship. Sincer 1 Joey Page Risk Manager cc: FINANCIAL MANAGEMENT SERVICES DEPARTMENT RISK MANAGEMENT DIVISION THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102 Office 817-392-7402 * Fax 817-392-5874 Agreement No. TE-1990 EXHIBIT F PLEASE INSERT MAYOR AND COUNCIL COMMUNICATION 22 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/20/2013 DATE: Tuesday, August 20, 2013 LOG NAME: 60LEASEREFINANCE SUBJECT: REFERENCE NO.: C-26416 Authorize Refinancing of the Equipment for the Energy Savings Performance Contract Phase V, Section 2 at Village Creek Water Reclamation Facility by Paying Off the Municipal Equipment Lease Purchase Agreement with Johnson Controls, Inc., and Authorize Execution of a New Municipal Equipment Lease - Purchase Agreement with All American Investment Group, LLC, in the Amount of $14,691,300.87 (COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the City Council: 1. Authorize paying off the existing Municipal Equipment Lease -Purchase Agreement with Johnson Controls, Inc., City Secretary Contract No. 40755; and 2. Authorize the execution of a Municipal Equipment Lease -Purchase Agreement with All American Investment Group, LLC, in the Amount of $14,691,300.87 to refinance the equipment for the Energy Savings Performance Contract Phase V, Section 2 at Village Creek Water Reclamation Facility. DISCUSSION: On July 20, 2010, (M&C C-24360) the City Council authorized the execution of a Municipal Equipment Lease -Purchase (MELP) Agreement with Johnson Controls, Inc., for the acquisition of equipment for the Energy Savings Performance Contract Phase V, Section 2 at Village Creek Water Reclamation Facility in the amount of $15,365,397.00 (City Secretary Contract No. 40755). A design and implementation contract (City Secretary Contract No. 29110-A5) with Johnson Controls, Inc., remains in effect and is not affected by this Mayor and Council Communication. This Mayor and Council Communication (M&C) seeks to close City Secretary Contract No. 40755 by paying the balance of the existing lease to Johnson Controls, Inc., via a refinancing through All American Investment Group, LLC. The proposed refinance of the existing Municipal Equipment Lease -Purchase Agreement is expected to save approximately $623,785.80 over the remaining term (approximately 9-1/2 years). Johnson Controls, Inc., is not opposed to this action. Staff recommends pursuing the favorable interest rate available. The payments for the Municipal Equipment Lease -Purchase Agreement are paid from electricity savings realized through the energy improvements made at the Village Creek Water Reclamation Facility. By the refinance date, prior payments will total $2,722,270.00 from the electricity savings realized of $3,053,432.00. Logname: 60LEASEREFINANCE Page 1 of 2 The payments for the proposed refinanced lease will continue to be paid from electricity savings created by the improvements. The current and proposed MELP Agreement terms are listed below: Oriainal Amount Current $15,365,397.00 Proposed $14,691,300.87 Savings Interest Rate 3.69 Percent 2.34 Percent Total Remaining Cost $17,060,421.16 $16,436,635.36 $ 623,785.80 The Village Creek Water Reclamation Facility is located in COUNCIL DISTRICT 5 and serves ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS No attachments found. Fernando Costa (6122) S. Frank Crumb (8207) Madelene Rafalko (8215) Logname: 60LEASEREFINANCE Page 2 of 2 Agreement No. TE-1990 EXHIBIT G INCUMBENCY CERTIFICATE OF LESSEE The undersigned, the duly authorized representatives of Equipment Lease -Purchase Agreement dated as of September Group, LLC., as Lessor, hereby certifies as follows in accordance used herein have the same meaning as in the Agreement. I hold the position noted under my signature, and I have all The following officers of the Lessee are duly elected or appointed are true and correct and, where required, have been filed with the the named Lessee under that certain Master Municipal 4, 2013 (the `Agreement'), with All American Investment with the requirements of the Agreement. Capitalized terms authority necessary to execute and deliver this Certificate. , and the signatures above the respective names and titles appropriate officials of the State. LESSEE: City of Fort Worth Signature of Party to Sign Master Municipal Equipment Lease -Purchase Agreement Fernando Costa Name Printed Assistant City Manager Title ended b Frank Crumb, P.E. Director, Water Department In Witnes Sif nature of Pa Master Munici Mary J. Kayser Name Printed Title City Secretary Bgtan ss/COtersign,�.� uipment Lease-P e °VA% 21/ (7 09 �pi oved as to Form and Legality: Douglas W. Black Assistant City Attorney Whereof, I have executed and delivered this certificate. Signature os to Attest the Above Signers M01. d e-IRcia Name Printed IPA Gc.s,�1 Title September 4, 2013 Date 23 L-re�Ww� Douglas W. Black Assistant City Attorney September 4, 2013 FORT WORTH Direct Dial: (817) 392-7615 Doug.Black@fortworthtexas.gov EXHIBIT H OPINION OF LESSEE'S COUNSEL All American Investment Group, LLC 730 17th Street #830 Denver, Colorado 80202 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, Suite 700 Towson, Maryland 21286 Re: Master Municipal Equipment Lease -Purchase Agreement No. TE-1990 Ladies and Gentlemen: As counsel for City of Fort Worth, TX ("Lessee"), I have examined the duly executed original Master Municipal Equipment Lease -Purchase Agreement dated September 4, 2013 (the "Agreement") between Lessee and All American Investment Group, LLC. ("Lessor"), among Lessee and Lessor and the proceedings taken by the governing body of Lessee to authorize the execution and delivery of the 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 has been duly authorized, executed and delivered by Lessee and, assuming due authorization, execution and delivery thereof by Lessor, constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee will not be or become a fixture under applicable law. 4. Lessee has complied with any applicable public bidding requirements in connection with the Agreement and the transactions contemplated thereby. 5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery or performance by Lessee of the Agreement or in any way to contest the validity of the Agreement to contest or question the creation or existence of Fort Worth katlthl MI -America Clly '11 I' OFFICE OF THE CITY ATTORNEY The City of Fort Worth *1000 Throckmorton Street * 3` Floor * Fort Worth, Texas 76102 817-392-7600 * Fax 817-392-8359 Lessee or its governing body or the authority or ability of Lessee to execute or deliver the 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 execution and delivery of the 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 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) 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 provided in the Agreement. 8. The Lessee has properly designated the Agreement as a "Qualified Tax -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 before any governmental authority or arbitration board, that, 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. Respectfully submitted, Douglas W. Black Assistant City Attorney Agreement No. TE-1990 LESSEE INVOICE INFORMATION Lessee Name: City of Fort Worth INVOICES TO BE DIRECTED TO: Janet B. Hale First M.I. Last 817-392-8438 Phone Number 1000 Throckmorton Street Address and/or P.O. Box 817-392-8195 Fax Number janet.hale@fortworthtexas.gov E-mail Address Fort Worth Texas 76102 City State Zip Code ACCOUNTS PAYABLE CONTACT: Same First M.I. Last Phone Number Fax Number E-mail Address M&C C-26416 approved 8/20/13 Purchase Order Number and/or Reference Number Require Board Approval for Payments?: Yes Board Meeting Date: N/A Require Signed Vouchers for Payments?: Yes (Send vouchers with documents if possible) Additional Information Needed on Invoices: No X All American Investment Group, LLC 730 17th Street #830 Denver, Colorado 80202 Ladies and Gentlemen: Agreement No. TE-1990 ESSENTIAL USE LETTER SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, Suite 700 Towson, Maryland 21286 Reference is made to that certain Agreement dated September 4, 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 of a 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: The equipment was selected and installed to upgrade the water reclamation facility process areas and energy production/generation and utilization to use electricity more efficiently and lower electricity costs. LESSEE: City of Fort Worth Signature: Name Printed: Fernando Costa Title: Date: Doug as Assistant City Manager September 4, 2013 rm and Legality: . Black, Assistant City Attorney Frank Crumb, P.E. Director, Water Department 26 PLEASE VERIFY THE ATTACHED COPY OF THE SALES TAX EXEMPTION FOR CITY OF FORT WORTH 27 k 01.339 (Back) (Re): 7-10/71 Texas Sales and Use Tax Exemption Certification This certificate does not require a number to be valid. Name of purchaser, firm or agency CITY OF FORT WORTH Address (Street & number, P 0. Box or Route number) 1000 THROCKMORTON STREET City, State, ZIP code FORT WORTH, TX 76102 Phone (Area code and number) 817-392-8325 the purchaser named above, claim an exemption from payment of sales and use taxes (for the purchase of taxable items described below or on the attached order or invoice) from: Seller: ALL VENDORS Street address: City, State, ZIP code. Description of items to be purchased or on the attached order or invoice: ALL ITEMS Purchaser claims this exemption for the following reason: GOVERNMENT MUNICIPALITY I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code and/or all applicable law. I understand that it is a criminal offense to give an exemption certificate to the seller for taxable items that I know, at the time of purchase. will be used in a manner other than that expressed in this certificate, and depending on the amount of tax evaded, the offense may range from a Class C misdemeanor to a felony of the second degree. Purchaser sign here Title Assistant Finance Director Date NOTE: This certificate cannot he issued for the purchase, lease, or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax "Exemption Numbers" or "Tax Exempt" Numbers do not exist. 02/28/2013 This certificate should be furnished to the supplier Do not send the completed certificate to the Comptroller of Public Acccu^ts PLEASE VERIFY THE LEGAL DESCIPTIONS FOR THE BUILDINGS WITH ENERGY MANAGEMENT IMPROVEMENTS. 28 By: SUZANNE HENDERSON COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 EMILY BROCKHOUSE CSC 801 ADLAI STEVENSON DR SPRINGFIELD, IL 62703 Submitter. DFW RECORD RESEARCH DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 10/1/2010 11:32 AM Instrument#: D210242461 UCCN 8 PGS $65.00 D210242461 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. Prepared by: SLDAVES SCHEDULE 1 LEGAL DESCRIPTION PARCEL I: A part of the J.L. Hailum Survey situated about eleven (11) miles north 80 degrees east from the Court House in Tarrant County, Texas, and embracing a portion of the 49-13/20 acre tract set apart to Ernest O. Boaz by a deed of partition recorded in Vol. 1501, page 198, of the Deed Records of Tarrant County, Texas, said tract of land being more particularly described as follows: Beginning at a point in the middle of Village Creek, situated 423-1/10 feet north and then 189-3/10 feet west from the northeast corner of the W.G. Elkins Survey, from which an iron rod bears north 95 feet; Thence north, passing this iron, and at 800-5/10 feet another iron, and continuing in all 831 feet to the middle of Village Creek; Thence up the middle of said creek with its meanders north 85-1/2 degrees east 110 feet, and north 67 degrees east 75 feet, and north 57-1/4 degrees east 150 feet, and north 78-3/4 degrees east 70 feet, and south 63 degrees east 120 feet, and south 21 degrees east 140 feet; and south 16-1/4 degrees west 130 feet, and south 60-1/2 degrees west 60 feet, and south 82 degrees west 130-3/10 feet, and west 110 feet, and south 39-1/2 degrees west 80 feet, and south 1/2 degree east 96 feet, and south 62-1/2 degrees east 65 feet, and south 83 degrees east 145 feet, and south 62 degrees east 85 feet, and north 65-3/4 degrees east 100 feet, and north 46-1/2 degrees east 135 feet; and north 70-1/2 degrees east 65 feet, and south 89 degrees east 89 feet, and south 58-1/2 degrees east 90 feet, and south 45 degrees east 110 feet, and south 26-1/4 degrees east 90 feet, and south I2-3/4 degrees east 110 feet, and south 10-1/4 degrees west 90 feet, and south 18-1/2 degrees west 275 feet, and south 25 degrees west 115 feet, and south 50-1/4 degrees west 125 feet, and south 78-1/2 degrees west 185 feet; and south 84 degrees west 185 feet, and north 21 degrees west 120 feet, and north 47-3/4 degrees east 60 feet, and north 39-314 degrees east 60 feet, and north 15-1/2 degrees east 110 feet, and north 6-3/4 degrees west 165 feet, and north 41 degrees west 130 feet, and south 86-1/4 degrees west 50 feet, and south 44-1/2 degrees west 80 feet, and south 33-1/2 degrees west 165 feet, and north 88-1/2 degrees west 105-5/10 feet, and south 79 degrees west 65 feet to the place of beginning, and containing 16-34/100 acres. PARCF1, II: A part of the J. L. Hailum Survey situated about eleven (11) miles north 80 degrees east from the Court House in Tarrant County, Texas, and embracing portions of the 2nd and 3rd tracts conveyed to Jack N. Greenman by a deed recorded in Vol. 2346, page 343 of the Deed Records of Tarrant County, Texas, said property being more particularly described as follows: Beginning at an iron rod set in the east line of the J. L. Hailum Survey 2854--5/I0feet from its southeast corner; PAGE IOFIV 2874012.01.02.doc Thence west 1318-7/10 feet to an iron rod; Thence south 45 degrees west 307-2/l0 feet to the middle of the channel of a branch, where an iron rod bears west 35 feet; Thence down the middle of said branch with its meanders north 6 degrees west 65 feet, and north 54 degrees west 65 feet, and north 15 feet, and north 75-1/2 degrees east 38 feet, and north 26 degrees east 25 feet, and north 7 degrees west 55 feet, and south 86-1/2 degrees west 65 feet and north 49-1/2 degrees west 40 feet and south 54 degrees west 30 feet and south 8 degrees west 55 feet and north 22 degrees west 75 feet, and south 65-1/2 degrees west 50 feet, and south 34 degrees east 40 feet, and south I-1/2 degrees east 26-3110 feet, and south 40 degrees west 50 feet, and south 30 degrees east 35 feet, and north 88-1/4 degrees east 28-5/10 feet, and south 37-1/2 degrees east 20 feet, and south 49 degrees west 40 feet, and north 76 degrees west 170 feet and north 12 degrees east, 60 feet, and north 66 degrees east 80 feet, and north 3 degrees west 30-7/10 feet, and north 67 degrees west 100 feet to the middle of Village Creek; Thence down the middle of Village Creek with its meanders north 18-1/2 degrees east 275 feet, and north 10-1/4 degrees east 90 feet, and north 12-3/4 degrees west 110 feet, and north 26-1/3 degrees west 90 feet, and north 45 degrees west 110 feet, and north 58-1/2 degrees west 90 feet, and north 89 degrees west 89 feet and south 70-1/2 degrees west 65 feet, and south 46-1/2 degrees west 135 feet, and south 65-3/4 degrees west 100 feet, and north 62 degrees west 85 feet, and north 83 degrees west 145 feet, and north 62-1/2 degrees west 65 feet, and north 1/2 degree west 96 feet, and north 39-1/2 degrees east 80 feet, and east 110 feet, and north 82 degrees east 130-3/10 feet, and north 60-1/2 degrees east 60 feet, and north 16-1/4 degrees east 130 feet, and north 21 degrees west 140 feet, and north 63 degrees west 120 feet, and south 78-3/4 degrees west 70 feet, and south 57-1/4 degrees west 150 feet, and south 67 degrees west 75 feet, and south 85-1/2 degrees west 110 feet, and north 83 degrees west 180 feet, and north 68-1/4 degrees west 90 feet, and north 38-1/2 degrees west 65 feet, and north 17-1/2 degrees west 65 feet, and north 15-3/4 degrees east 70 feet and north 40-1/2 degrees east 65 feet to the middle of the Trinity River, Thence down the middle of the Trinity River with its meanders south 72 degrees east 150 feet, and south 89 degrees east ]48-5/10 feet, and north 45 degrees east I65 feet, and north 31-1/4 degrees east 105 feet, and north 13 degrees east 165 feet, and north 2-1/2 degrees east 138-5/10 fcct, and north 9-3/4 degrees west 80 feet, and north 8 degrees east 130 feet, and north 21-3/4 degrees east 105 feet, and north 38-1/4 degrees east 110 feet, and north 65-1/2 degrees east 135 feet and south 75-1/2 degrees east 80 feet, and south 49-3/4 degrees east 275 feet, and south 64-1/2 degrees east 120 feet, and south 88 degrees east 125 feet, and north 42-3/4 degrees east 135 feet, and north 20-1/4 degrees east 85 feet, and north 2-3/4 degrees west 68 feet, and north 20 degrees west 115 feet, and north 4-1/4 degrees west 165 feet to the north line of the J. L. Hallum Survey and the south line of the S. Davis Survey; Thence north 89 degrees 06 minutes east along said line, at 65 feet an iron rod, and continuing in all 836-4/ 10 feet to an iron rod, the southeast corner of said Davis Survey and the southwest PAGE 11 OF IV corner of the J. Armendaris Survey; Thence south 83 degrees 29 minutes east 937-5/10 feet to an iron rod for the southeast corner of said Armendaris Survey, the northwest comer of the J. Childress Survey and the northeast corner of said J. L. Hallum Survey; Thence South 0 degrees 36 minutes west, along the common line of the Hallum and Childress Surveys, 2398-3/10 feet to the Place of Beginning, and continuing 131-13/100 acres, in Tarrant County, Texas. PARCEL I1I: A tract of land located in Tarrant County, Texas, and being a portion of that certain lot, tract, or parcel of land out of the J. L. Hallum Survey, Abstract 723, and the Heirs of John Childress Survey, Abstract 251, Tarrant County, Texas, and also being a portion of that certain tract conveyed to Jack N. Greenman in five (5) tracts by a deed recorded in Volume 2346, at Page 344, Deed Records of Tarrant County, Texas; and being more particularly described as follows: BEGINNING at an iron pin on the southeast corner of the Village Creek Wastewater Treatment Plant Site, said corner being the southeast corner of that certain tract of land conveyed to the City of Fort Worth, Tarrant County, Texas by Jack N. Greenman by condemnation suit No.48968, City of Fort Worth vs. Jack N. Greenman, in the County Court -at -Law, Tarrant County, Texas, dated July 15, 1958; THENCE, west 1,318.70 feet to an iron pin for corner, THENCE, south 45 degrees 00 minutes west 28.80 feet to an iron pin for corner; THENCE, south 88 degrees 41 minutes east 1788.92 feet along the north line of a strip of land 75.00 feet in width for easement granted to Texas Electric Service Company by Jack N. Greenman; THENCE', north 0 degrees 36 minutes east 2460.18 feet to a point in the center line of County Road No. 2094; THENCE, west 450.00 feet along the center line of said County Road No. 2094 to iron pin for comer; THENCE, south 0 degrees 36 minutes west 2398.80 feet along the east line of the Village Creek Wastewater Treatment Plant Site and the west line of said Jack N. Greenman property to the point of beginning, and containing 26.45 acres of land, more or less. PAGE 11I OF IV PARCEL IV: A tract of land located in Tarrant County, Texas, and being a portion of that certain lot, tract, or parcel of land as more fully described in that certain Warranty Deed dated March 28, 1956 and recorded May 30,1956 in Book 2992, Page 178 asset forth below: f 2• .5gt. sue. ::Alhv` b'�tia�t �t arx, <r:aca skid 4 +... tr:<s ems' <�utf ^. v ant rwod�e�aa w.a •W' �►.'a"i 'A : sit .000it^Yx.Y,“: c,7tc•t: .3tt +•a {-i I. Coln ..7}jSl flea+•)i'A ca� l.yi•aa3ni. r..7r��-r r • .<„<ir tner.S..4a+,wrlt�•. v ,,c li:c ",?v+(f4: {L.-• aas''*c+• 't. o-::04+ pie 5,Ab ;t,.,.14w..•., .!a*frf,ti iot 'b �: � tV_• .12, ••• %. u' •1tt2:: t+c')i:i c.r‘..�•t�.••>t�i rd e7,`4' cAiva'Sd ,. u r.; " +mot , s s =4-4 421 -vitT . •ate :.s tt;.-x.c6ureazr .rateaci**s.... � .s . f t, -+� r"!I. '••' t.'4,*, a,• w3d'n1• x+1p51,� u;n >v zvscy�, . Stt+r t�•'4es1•• t•ta.c<+. t.a fit,-,ct ,i •s.,er, , x ,qx cr;. ' . Fr, yr rhi ` ram•e. �.,_s C. itWem-s... . xizztS4 14iieri. ..._ .% tsc'. a-z.: -?. a :+t .-<f4..1tligeIa •E�8"° .? t.�•a* liy e,wtu idit b%o • +• ; + ems... _ '' • ., ; •c•.•t• Yt+* #cva3+??it�Wat,Jif �o�i.• PAGE TV OF IV K SE� i COMole. Cori 600 V- a qua DR VOL 2992 PAGE 178 17 Filed for Record And Receided Instrument' No. 3 / sT THE STATE OF TEXAS COUNTY OF DALT•AS MAY 18 1956 MAY La 1956 By roc ..; °1 2 0,3: 3o rAi; at S;Ss, M MELVIN "MEL" FAULK, County Clerk. Tarrant County, Texas CY d� CLLt�f-� Deputy / rd .:1Cl1(PliAIJ,•MEM BY THESE PRr1SENTS: THAT I, R.C. Coffee of'the.G.ounty of Dallas and State of Texas, for and in consideration of the sum of Ten Th6usand and,ho/D0•1$10,000.00) DOLLARS to me in hand paid, by the City of Fort Worth, a'Yfunieipai..$orporation of the County of t Tarrant and State of Texas, the receipt of NH•ich,is _hereby acknowledged, have Granted, Sold and Conveyed, and by these pre9ent's-41oGraot, Sell and Convey unto the said City of Fort Worth, a Municipal Coryoratii0nof;the:dounty of Tarrant and State of Texas all that certain Tract or parcel_'of l2nd'des.Gribed as follows: TRACT 1 : A Part of the J.L. Helium Survey, Abstr0ct Td. 723, situated about 11 miles east from the courthouse in Tarrant County, Tgxg.s, and embracing portions of the 40 acre tract and the 41a acre tract conveyed to Roy Cr'Coffee by a deed recorded in Volume 2725, Page 186 of the deed records of Tariant,Ponnty Texas; and the tract herein described is a strip of land 50 feet'i'ride,r-extending 25 feet on each side of the center line thereof, which is described al foliows2 BEGINOING at a point 974-5/10 feet east from a pipe, the northeast coiner of the W.G. Elkins Survey, and a reentrant corner of the J./. Hallum Surge ;,...a0d from said beginning point, which is Gngineers Station 59 plus 49.9-'n oaid center line, an iron rod bears West 57-3/10 feet, and another iron rod bears.east•72.7h.0 fnet; THEME South 49 degrees 53 minutes West 809-46/100 feet to Engineers Station 51 plus 40.44, and being the beginning of a curve to the left with'••a ••radius of 100 feet; THENCE along said curve, 85-93/100 feet, to the end Oi the Oryd•••at.• Engineers Station 50 plus 54.51; T11NOE South no degroos 37 minut'es'-Ne§t, 2036-9/10 feet, to a point in the south line of said tract at 318-1/19 feetSput#i 89 degrees 23 minutes East from the southwest corner of the Hallum Survey and, the northwest corner of the S. Moore Surveyl4 containing approximately 34.7 sores. TRACT 2: Also, a Tart of the S. Moore Survey, Abstract Ho 1057, situat'tT about S 11 miles east from the courthouee'in Tarrant County, Texas, and embracing a poylioa' of the 10 acre tract in S. Moore Survey sot apart to Mrs. S.I. Harrison by; the,,.:' ,judgment in Cause 10.35547, recorded in Volume 23, Page 339 of the District. -Court Minutes of Tarrant County, Texas; and the tract herein described is a strip:of ,f' land 50 feet wide,; extending 25 feet on each side of the center line thereof,'.' • which is described as follows; 2ECIR INE in the north line of said 10 acre tract, at a point 318.1 feet east of,.,' the northwest corner of said S. Moore Survey; T)+";1MCE South 0 degrees and 37 minutes west 292.56 feet to the Engineers Station 27 plus 25.05, and being the beginning of .% a curve to the right with a radius of 500 feet; THENCE along said curve 151-26/100' feet to the end of the curve at Engineers Station 25 plus 73.79; THSICE South 17 degrees 57 minutes West 750-27/100 feet to Engineers Station 18 plus 23.52, and being'-' the beginning of a curve to the left with a radius of 500 feet; 2}1210E along said curve, 145-15/1C0 feet to the end of the curve at Engineers Station 16 plus 78.37; THENCE South 1 degree 19 minutes West 22-37/100 feet to a point in the middle of the south line of this tract, at Engineers Station 16 plus 56, and being in the north line of the tract conveyed to 1f.L. Sutton by a deed recorded in Volume 1451, page 549, of the deed records of Tarrant County; and the area of the described tract is approximately 1-56/100 acres. DR VOL 2992 PAGE 179 ion D RE ccAlt) VAT U 4s. 2 eA TRACT 3;, A tract of land in the J.L. Helium Survey in Tarrant County, Texas, belonging to R.C. , Coffee and being more particularly described as follows; BEGI011IN'G in the middle of Village Creek and in the south line•of said Ha11um Survey, ...aid point being 73 feet west of a pipe in the south line of said Helium Survey, which ,'.is the northeast corner of the N.G. Elkins Survey;THENCE along the meanders of said •.Pillage Creek north 284 degrees west 195 feet; THENCE North 13 degrees 20 minutes west ' `9.10 feet; THENCE North 0 degrees 33 minutes East 144-3/10 feet; TREECE North 79 degrees `-East 65 feet; MINCE South 884 degrees East 105.5 feet; THNNCE North 331 degrees East • 165 feet; THENCE North 444 degrees East 80 foot; THENCE North 864 degrees East 50 feet; TREECE South 41 degrees East 130 feet; THENCE South 6-3/4 degrees Past 165 feet; THENCE Sout}� 154 degrees ;hest 110 feet; THENCE South 39-3/4 degrees West 80 feet; THENCE South ,J7=3J4''degrees West 80 feet; THENCE South 21 degrees cast 120 feet; THfENCE North 84 ' degroes'SEast 185 feet; THENCE North 784 degrees East 185 feet; THENCE North 50i degrees Easti125 feet;„ THENCE North 25 degrees East 115 feet to the middle of a branch inter- •.secting Vi1r gd..0reek from the east. THENCE following the meanders of said branch North 57 degrees Vest 100 feet; THENCE South 3 degrees East 30.7 feet; THENCE South 66 degrees Wsst' 80' feet'l, '•{P,p1Ek10E South 12 degrees West 60 feet; THENCE South 76 degrees East 170 feet; THROE liobth.'4.9'degrees East 40 feet; THENCE North 37* degrees West 20 feet; 010120E South 884 degiee9.;West,28 .feet; TNENOE North 30 degrees West 35 feet; TREECE Forth 40 degrees '1,a4Y'50 €pet; 6-.;iC0t.Ilorth 14 degrees West 26 feet; TNCITCJ North 34 degrees !test 40 feet; ' THENCE; 0lortte'654.-4egrecs East 50 feet; THENCE South 22 degrees East 75 feet; TIERCE South 684 4gree3 Fria 55 feet; THENCE North 65 degrees 2ast 30 feet; THiEFCA North 8 degrees West 310 fsit;,.T11142 North 54 degrees East 30 feat; THENCE South 494 degrees East 40 feet;,:•c0BNC2:2orth 86* degrees ,,iast 65 feet; TRANCE South 7 degrees East 55.7 feet; THENCE S'o�"Qh"'26'•degree`s, hest 25 feet; 0ILI(CB South 75i degrees 'jest 88 feet; 011010E South 15 teat.; T1M1rH0E South,54 degrees East 65 feet; THENCE South 6 degrees . st 65 feet to a point in trie sortth'line'o#' said Rallum Survey; THENCE West along the south line of said Helium Survey at'•.55,.,feet,.ss an iron pin, at 165 feet pass another iron pin, at 1,082.2 fe-.t''rase another icon pin which is the northeast corner of the W.G. Elkins Survey, in all 1,155.2 fe'e't.ho the place of beginning containing approximately 7.28 acres. :.•..T<;.HAY:I AND TO HOLD THE above described premises, together with all and singular the:ri Ftts and;'ap urtsnances thereto in anywise belonging, unto the said City of Fort 'north, it`s'successors eda assigns forever. and I do hereby bind myself, my heirs, executors and administrators to ,Tarrant and Forever Defend, all and singular, the said premises unto the said'City of Fora; Worth, its successors end assigns, against every person whomsoever lawfully claiming or,..to claim the same or any part thereof. WITNESS'NY NAND at Dallas, Texak th5's , T day of A.D. 1956. • • The State of Texas County of 11l1as BEFORE MO, a Notary Public in and for Da11as C ountv,,.^e tas, on this day personally appeared R.C. Coffee to me known to be the person whgseiname, is sto the fore- .; going instrument, and acknowledged to me that h¢ exeou_tad the safor the purposes and consideration therein expressed. `� '/.'`,. ` •`..'•, GIVEN UNDER MY HAND and seal of office, this., L-.A$ day of, :scribed .''\.6.. �.. i ` .i GE (EIr60PA Notarg''P4icnd for Eallas Oounty, Texas Filed for Record And Recorded Instrument No, 3) 3 z71 9 MAY 18 1856 MAY 20 19b6 B., A.D. 1956 at �:3 fil ,� M; of8:SSr1M. MELVIN "MEL" FAULK, County Clerk. Torrent County, Texas GLt�t-r.G' deputy Agreement No. TE-1990 NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT Dated: September 4, 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-1990 dated September 4, 2013 (the "Agreement") 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 (i1) 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 or Assignee 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 may 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 should be directed as follows: SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, Suite 700 Towson, Maryland 21286 City of Fort Worth Lessee By:74z2at.-z-r✓ Name: Fernando Costa Title: Assistant Citv Manager Date: September 4, 2013 Approved as to Form and Legality: Douglas W. Black, Assistant City Attorney Date: September 4, 2013 All American Investment Group, LLC Lessor By: Name: Cheri A. Cattoor Title: Chief Operating Officer Date: September 4, 2013 RecorO ended by: // A I Frank Crumb, P.E., Director, Work Department Date: September 4, 2013 29 Authorization to Disburse Funds Lessee: City of Fort Worth Equipment Lease -Purchase Agreement Dated: September 4, 2013 The Undersigned Acknowledges and Represents that: The Lessee hereby authorizes and requests a disbursement from the total principal amount financed to pay the amounts to the payees identified herein. The Lessee hereby represents and warrants for all purposes that: 1. Pursuant to the payoff letter attached hereto, the amount to be disbursed is $ 14,691,300.87 2. Payment is to be made to: Payee: Name: Banc of America Leasing & Capital, LLC BY WIRE TO: Bank Name: Bank of America ABA: 0260-0959-3 Acct#: 12334-01992 Reference: Customer 2157000 unit 7366941 Upon Receipt Notice: Rose Marsella City of Fort Worth All American Investment Group, LLC Lessee Lessor (ILBy: By: Q Name: Fernando Costa Name: Cheri A. Cattoor Title: Assistant Citv Manaaer Title: Chief Operatina Officer Date: September 4, 2013 Date: September 4. 2013 30 Baynk ©f / .ri— r-ica r' 1Vk -�-i1i Lyn�c6� Mail Code: RI1-121-01-18 125 Dupont Drive Providence, RI 02907 Fax: 404-532-3742 BALCPayoffs@bankofamerica.com July 31, 2013 Madelene Rafalko Madelene. Rafalko(ifortworthtexas.aov FORT WORTH, TX CITY OF Re: Note and Security Agreement no 21570 in the original principal amount of $15365397 dated as of September 7, 2010 between Banc of America Public Capital Corp.,as Secured Party (BACPP), and FORT WORTH, TX CITY OF, as Debtor (the Note) customer 2157000 unit 7366941 Dear Madelene Rafalko In response to your request to a prepayment of the above -referenced Note, we provide the following: Purchase price $ 14,691,300.87 Payoff Amount as of 9/4/13 $ 14,691,300.87 ***Assumes September rent is received in fll*** A per diem of 1469.13 will be added to the Payoff Amount after the payoff date above. After 12/4/13, a new Payoff Amount quote may be required. Please wire transfer the above amounts as follows. Bank: Bank of America ABA #: 0260-0959-3 For the account of: Banc of America Leasing & Capital, LLC Account No.: 12334-01992 Reference: customer 2157000 unit 7366941 Upon receipt Notify: Rose Marsella Upon our receipt of wire transferred funds or certified check in the aforementioned amount, and provided that you are not then in default of any of your obligations to BACPP, BACPP will execute any documentation reasonably required to terminate its security interest in the Collateral to be released. Notwithstanding the above, unless the foregoing prepayment amortizes the entire balance of principal and interest under the Note, the Note continues to be in full force and effect affiliates or assigns, other than the Note, any such grant of security interest shall remain in full force and effect with respect to such other obligations,with respect to, among other things, the remaining Collateral under the Note and, except as specifically set forth herein, all of the terms and conditions of the Note remain in full force and effect and are hereby ratified and affirmed by you. Further, any corporate or personal guaranties which relate to the Note, as well as any and all other obligations which may be outstanding to BACPP or its affiliates, shall remain in full force and effect with respect to such other obligations, notwithstanding the early payoff of the Note pursuant to this letter. In addition, if a security interest in the Collateral to be released has been granted to BACPP as security for any obligations owing to BACPP or its notwithstanding the early payoff of the Note. By paying the above stated amounts, you agree to the terms of this letter and to an early payoff of the Note, and release BACPP of any and all of its obligations under the Note. If the Payoff Amount is not received by BACPP in accordance with the terms of this letter, the Note shall continue in full force and effect in accordance with its terms and you shall promptly reimburse BACPP for any out of pocket expenses may have incurred in connection with the proposed early payoff of the Note. Nothing contained in this letter shall be deemed a waiver of any rights and remedies BACPP may have under the Note, other related documents and instruments or applicable law, all of which rights and remedies are expressly reserved. Any terms used herin and not defined herein shall have the meanings assigned to them in the Note. If you should have any questions or if we may be of further service, please feel free to contact us at BALCPayoffs@bankofamerica.com. Very truly yours, BANC OF AMERICA PUBLIC CAPITAL CORP., By Rase %%%2zaza? Rose Marsella Operations Consultant