HomeMy WebLinkAboutContract 29155 t r'
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10-- 3-G= �, 1 : Wells Fargo Brokerage Services,LLC
I N 1740 Broadway,MAC C7300-011
• Denver, Colorado 80274
(800)444-4823 Ext. 5379
Wells Fargo Brokerage Services,LLC FAX: 303-863-4895
August 23, 2003
Michael Lowry
tl
City of Fort Worth ��_x
1000 Throckmorton Street
Fort Worth, Texas 76102-6311
Dear Mr. Lowry:
Enclosed please find documentation for the Governmental Lease-Purchase Master Agreement
transaction with City of Fort Worth . Please have each of the documents completed and signed as
indicated and returned to the following address at your earliest convenience: Wells Fargo Brokerage
Services, LLC, 1740 Broadway, MAC C7300-011, Denver, Colorado 80274, Attn: Michelle R. Trujillo.
Please note that the documents are dated September 9, 2003 and all documents must be returned
to WFBS before that date.
Resolution or Ordinance: An executed copy of the Resolution, Ordinance or Minutes from the Lessee
authorizing the expenditure must be included with the closing documents.
1. Governmental L ease-Purchase Master Agreement and Supplement: To be reviewed and
signed by an authorized officer of the Lessee.
2. Exhibit "A" (Payment Schedule): To be reviewed and signed by an authorized officer of the
Lessee.
3. Incumbency Certificate: T o b e c ompleted and s igned b y the S ecretary/Clerk o f the L essee.
The signatures of any officers signing the lease documents need to be included in the middle section of
this form.
4. Lessee's Attorney's Opinion Letter (this is a sample only): Please forward this form along
with the lease documentation to the Lessee's attorney for review. If the attorney drafts his or her own
letter, it is subject to our review and acceptance.
5. Certificate of Insurance: To be completed by the Lessee's insurance agent listing Wells Fargo
Brokerage Services, LLC as additional insured and loss payee on the leased equipment. Please have
your insurance agency provide us with an updated Certificate on an annual basis until the lease is
paid off.
6. Delivery and Acceptance Certificate: This should be signed and dated by an authorized officer
of the Lessee. The date of the Delivery and Acceptance becomes the "Rent and Commencement
Date" and is the date on which interest begins to accrue.
7. Certificate of Appropriations: T o b e c ompleted and s igned b y an a uthorized o fficer o f the
Lessee.
City of Fort Worth
August 23, 2003
Page Two
8. UCC-1 Financing Statement: This document does not require a signature.
1. Form 8038GC (or G): Please (verify OR) complete the Employer's Identification Number, and
sign at the bottom. We will file this form with the IRS on behalf of the Lessee after the transaction has
been closed.
2. Escrow Agreement: To be signed by an authorized o fficer o f t he L essee i f funds a re t o b e
disbursed later than the settlement date. Once invoices requesting payment from the vendor/contractor
are received, the Lessee should forward these requests to Wells Fargo for payment from thee scrow
account. Invoices amounting to greater then $1,000 will be paid directly to the vendor upon written
request. Invoice amounts less than $1,000 should be paid by the Lessee. Copies of the checks should be
sent to Wells Fargo, who will then disburse funds to the Lessee once they aggregate to a value equal to
or greater than $1,000. Any interest earnings in the escrow account will be sent to the Lessee after the
final drawdown.
3. Invoicing Procedures Form: Please complete the information so we will know whom to send
our invoice(s) for the lease payments.
Also, in order to approve payment to the vendor(s) when delivery is completed, we will need to have
invoice(s), originals or copies, for this equipment on file.
Please have Wells Fargo Brokerage Services, LLC, Public Finance Division, 1740 Broadway, Denver,
Colorado 80274 named as lienholder (first secured party) on vehicle titles and then forward the title to
our office.
Please contact Don Grimes at 713-319-1800 or Michelle Trujillo at (800 444-4823 ext. 5379 if you have
any questions on the enclosed documents. Thank you in advance for your immediate attention to this
matter.
Sincerely,
Michelle R. Trujillo
Associate
Wells Fargo Brokerage Services, LLC
Enclosures
1,
-10-03 P"71 19 I iJ
GOVERNMENTAL LEASE - PURCHASE
MASTER AGREEMENT CITY SECRETARYa�
CONTRACT NO.
Name and Address of Lessee: Lessor:
City of Fort Worth Wells Fargo Brokerage Services, LLC
1000 Throckmorton Street Public Finance Division
Fort Worth, Texas 76102-6311 1740 Broadway, MAC C7300-011
Denver, Colorado 80274
1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property
described in a Supplement or Supplements to this Master Lease from time to time signed by Lessor and Lessee upon the terms
and conditions set forth in the related Supplement (such property together with all replacements, repairs and additions
incorporated therein or affixed thereto being referred to herein as "Equipment"). The lease of the items described in a
particular Supplement shall be considered a separate lease pursuant to the terms of the Master Lease and the Supplement the
same as if a single lease agreement containing such terms had been executed covering such items. The execution by Lessee of
each Supplement shall evidence a determination by the Lessee that the Equipment covered thereby is essential to its proper,
efficient and economic operation and desires to enter into that Supplement for the acquisition of that Equipment under the
terms hereof, that the Equipment is necessary for the governmental functions of Lessee, and that Lessor is neither the
manufacturer nor a dealer or merchant of said Equipment,but has agreed to provide the funding for and on behalf of Lessee
for the acquisition of said Equipment under the terms hereof at the specific request of Lessee.
2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and delivering to
Lessor a Delivery and Acceptance Certificate(herein so called)in the form to be provided by Lessor.
3. TERM. The term of this Lease with respect to each item of Equipment shall begin on the date it is accepted by Lessee and
shall continue from the rent commencement date shown in the related Supplement unless earlier terminated as provided
herein. The rent commencement date is the Acceptance Date as recorded on the Acceptance Certificate; provided however,
the term of this Lease shall not exceed twenty-five(25)years.
4. RENT. Lessee shall pay as basic rent for the full term of this Lease the amount shown in the related Supplement as Total
Rent, and a portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A" attached to the
related Supplement sets forth the interest component of each rent payment during the term. The Total Rent shall be payable in
installments each in the amount of the basic rental payment set forth in the related Supplement plus any applicable sales and
use tax thereon. Lessee shall pay rent in installments as shown in the Related Supplement. Except as specifically provided in
Section 5 hereof, the rental payments will be absolute and unconditional in all events and will not be subject to any set-off,
defense, counter claim or recoupment for any reason whatsoever. The net effective interest rate under this Lease shall not
exceed the net effective interest at which public securities may be issued in accordance with Chapter 1204, Texas Government
Code.
5. NONAPPROPRIATION OF FUNDS. Notwithstanding any other term, provision or condition whatsoever of this Master
Lease to the contrary, each and every financial obligation of Lessee and all obligations requiring an expenditure of funds, and
any and all damages payable by Lessee pursuant to this Master Lease, are subject to Lessee appropriating funds therefor, and
in the event funds are not appropriated by Lessee, or the funds appropriated by Lessee's governing body in any fiscal period
of Lessee for Rent or other sums or amounts due under this '_Master Lease are insufficient therefor, this '.Master Lease shall
terminate on the last day of the fiscal period for which appropriations were received without penalty or ex e of
any kind whatsoever, except as to the portions of the Rent or other amounts herein agreed ul on fe,wl}ip 1 ave
been appropriated and budgeted. The Lessee will promptly notify the Lessor of the termin ibn'4�41 q ster
Lease, or any such non-appropriation by Lessee. In the event of such termination,Lessee agrees top eaceably s urrender
possession of the Equipment to Lessor on the date of such termination. In such event, subject to appropriations therefor, the
Equipment will be packed for shipment in accordance with manufacturer specifications and the Equipment shipped, freight
prepaid and insured, to any location in the continential United States designated by Lessor. Lessor will have all legal and
equitable rights and remedies to take possession of the Equipment.
6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in
effect or any part of Lessee's obligations to Lessor remain unfulfilled, shall continue to warrant at all times,that:
(a) Lessee is a State, a Territory or a possession of the United States, the District of Columbia, or a political
subdivision of any of the foregoing within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended,
and Treasury Regulations and Rulings related thereto. If Lessee is incorporated, it is duly organized and existing under the
Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and
keep such organization and existence in full force and effect.
(b)Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of
its governing body(which resolution, if requested by Lessor, is attached hereto) to execute and deliver this Lease and each
Supplement and to carry out its obligations hereunder.
(c) All requirements applicable to the Lessee have been met, and procedures have occurred in order to insure the
enforceability of this Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to
the transactions contemplated by this Lease.
(d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or
proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or
business of any person or entity other than Lessee.
(e) Lessee has appropriated funds to pay rent until the end of its current appropriations period, and anticipates the
appropriation of funds to make payments in each appropriation period, from now until the end of the term of this Master
Lease.
(0 This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance
with the respective terms hereof.
(g) This Lease is not an arbitrage bond for purposes of Section 148 of the Intemal Revenue Code of 1986, as
amended, and Lessor and its assigns are entitled to treat the interest portion of the payments to be made hereunder as exempt
from federal income taxes under Section 103 (a) of the Internal Revenue Code of 1986, as amended.
(h)The Lessor,a s a gent f or the L essee, shall maintain r ecords relating t o the holder of the Lease, including the
Lessor and its assigns, sufficient to comply with the registration requirements of Section 149(a) of the Internal Revenue Code
of 1986,as amended.
0)This Lease is not and shall not become a"private activity bond" within the meaning of Section 141 of the Internal
Revenue Code of 1986, as amended.
(k)Lessee shall comply with all provisions of the Intemal Revenue Code of 1986 which are necessary to preserve the
tax exempt status of the interest component of the payments made and to be made under this Lease, including, without
limitation, the investment and rebate provisions of Section 148, the prohibition against federal guaranties under Section 149
(b)and the information reporting requirements of Section 149 (e).
7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgment and disclaims any
reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO
THE EQUIPMENT. EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE EQUIPMENT.
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Lessee agrees to make rental and other payments required hereunder without regard to the condition of the Equipment and to
look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item of Equipment for
any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees,to the extent they are
assignable,to assign to Lessee,without any recourse to Lessor,any warranty received by Lessor.
8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee;provided,
however, that (i) upon the occurrence of an Event of Default, as that term is defined in Section 20 hereof, or(ii) in the event
that t he p urchase o pcion,i f a ny, has not been exercised prior to the expiration date thereof, title will immediately vest in
Lessor or its assignee. For as long as title to the Equipment vests in Lessee,Lessee at its expense shall protect and defend the
title and keep it free of all claims and liens other than the rights of Lessee hereunder and claims and liens created by or arising
through Lessor.The Equipment shall remain personal property regardless of its attachment to realty, and Lessee agrees to take
such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a
result of its attachment to realty.
9. SECURITY AGREEMENT;FURTHER ASSURANCES. To secure the performance of all Lessee's obligations hereunder,
Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments,
repairs, replacements and modifications thereto or therefore, and on any proceeds therefrom. Lessee farther grants Lessor a
security interest in the performance guaranty contract from Johnson Controls, Inc. which guarantees energy savings in the
approximate amount of the lease payments due under this agreement. Lessee agrees to execute or deliver such additional
documents, including, without limitation, financing statements, opinions of counsel, notices and similar instruments, in form
satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in the
Equipment and the performance guarantee contract from Johnson Controls, Inc. or for the confirmation or perfection of this
Lease a nd L essor's r ights h ereunder p rovided t hat t he t erms a nd p rovisions of any such document are reasonable and the
document is reasonably requested; and provided further that the execution of any such document shall be subject to the
discretion and judgement of the officers and governing body of the Lessee.
10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall
promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafter
imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding,however, any
taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file all tax returns relating to
taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the applicable taxing
jurisdiction. Notwithstanding anything to the contrary in this Master Lease, the Lessee and Lessor agree the Equipment is
exempt from taxation in accordance with Texas law, and that Lessee or Lessor shall have the full right to administratively or
judicially challenge any tax or assessment levied or attempted to be levied on the Equipment. Save and except to the extent
necessary to pay any tax or assessment to protect the property and security interests of the Lessee and Lessor,the Lessee may,
in its sole discretion, elect not to pay any tax or assessment until such time as the tax or assessment is determined to be due
and owing on the Equipment by a final judgement issued by a court of competent jurisdiction.
11. INDEMNITY.To the extent allowed by law,Lessee hereby indemnifies and agrees to save Lessor harmless from any and
all liability and expense arising out of the ordering, ownership, use, condition or operation of each item of Equipment during
the term of this Lease, including liability for death or injury to persons, damage to property, strict liability under the laws or
judicial decisions of any state or the United States, and legal expenses in defending any claim brought to enforce any such
liability or expense,but excluding any liability for which Lessee is not responsible under Section 10.
12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise
encumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove
the Equipment from its location referred to above. Lessor may assign its interest in this Lease and the equipment without
Lessee's consent.
13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours.
14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will maintain
the Equipment in good repair, condition and working order and will furnish all parts and services required therefore, all at its
expense. All such parts when furnished shall immediately the property of Lessor and part of the Equipment for all
purposes hereof.
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15. LOSS OR DAMAGE. In the event any item of Equipment shall become lost, stolen, destroyed, damaged beyond repair or
rendered permanently unfit for use for any reason, or in the event of condemnation or seizure of any item of Equipment,
Lessee shall promptly pay Lessor(a) the amount of all rent and other amounts payable by Lessee hereunder with respect to
such item due but unpaid at the date of such payment plus(b)the amount stated in the Supplement or an exhibit thereto as the
Termination Balance included in Exhibit "A",plus (c) an amount equal to the applicable final purchase price set forth in the
Supplement or any exhibit thereto, less (d) any unaccrued interest. Upon payment of such amount to Lessor, such item shall
become the property of Lessee, Lessor will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and
interest therein, the rent with respect to such item shall terminate, and the basic rental payments on the remaining items shall
be reduced accordingly. Lessee shall pay any sales and use taxes due on such transfer. Any insurance or condemnation
proceeds received shall be credited to Lessee's obligation under this paragraph and Lessee shall be entitled to any surplus.
16. INSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment at its own expense(a)liability
insurance against liability for bodily injury and property damage with a minimum limit of$500,000 combined single limit and
(b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full
replacement value of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance.
Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies to Lessee in at least the
minimum amounts required herein, naming Lessor as an additional insured thereunder for the liability coverage and as loss
payee for the property damage coverage to the extent of Lessor's interest. Each such policy shall be in such form and with
such insurers as may be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at least 10
days prior written notice of any alteration in the terms of such policy or the cancellation thereof, and a clause specifying that
no action or misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence
of or to examine any such policy or to advise Lessee in the event any such policy shall not comply with the requirement
thereof. In the event that Lessee has been permitted to self-insure,Lessee will famish Lessor with a letter or certificate to such
effect. Lessee may obtain and provide coverage by municipal risk pool agreement,in lieu of providing any insurance required
by this Master Lease. In this Master Lease,the word"insurance"shall mean and include risk pool coverage.
17. RETURN OF THE EQUIPMENT. Upon the expiration or earlier terniination of this Lease,unless all payments are made
as described in the Supplement, the Lessee will immediately deliver the Equipment to Lessor in the same condition as when
delivered to Lessee, ordinary wear and tear excepted, at such location within the continental United States as Lessor shall
designate.Lessee shall pay all transportation and other expenses relating to such delivery.
18. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further documents and take such
further action as Lessor may reasonably request in order to more effectively carry out the intent and purpose of this Lease,
including the execution and delivery of appropriate financing statements to fully protect Lessor's interest hereunder in
accordance with the Uniform Commercial Code or other applicable law. Lessee will furnish, from time to time on request, a
copy of Lessee's latest annual balance sheet and income statement.
19. LATE CHARGES. If any installment of basic rent is not paid when due or within 5 days thereafter, Lessor may impose a
late charge of up to 5%of the amount of the installment but in any event not more than permitted by applicable law.Payments
thereafter received shall be applied first to delinquent installments and then to current installments.
20. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder (a) Lessee shall fail to pay
when d ue a ny i nstallment o n b asic r ent a fter r eceiving 10 d ays n otice from L essor a nd a n o pportunity t o cure, provided,
however, failure to appropriate will not be an Event of Default; (b) Lessee shall fail to observe or perform any other
agreement to be observed or performed b y L essee h ereunder a nd the c ontinuance t hereof f or 3 0 c alendar d ays f ollowing
written notice thereof by Lessor to Lessee; (c) any warranty,representation or statement made or furnished to Lessor by or on
behalf of Lessee proves to have been false or misleading in any material respect; or (d) Lessee shall voluntarily file, or have
filed against it involuntarily, a petition for liquidation,reorganization, adjustment of debt, or similar relief under the federal or
state Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or
liquidator shall be appointed of it or all of a substantial part of its assets.
21. REMEDIES. Lessor and Lessee agree that Lessor's damages suffered by reason of an Event of Default are uncertain and
not capable of exact measurement at the time this Lease is executed because the value of the Equipment at the expiration of
this Lease is uncertain, and therefore they agree that for purposes of this Section 21 "Lessor's Loss" as of any date shall be the
sum of the following: (1) the amount of all rent and other amounts payable by Lessee hereunder due but unpaid as of such
date, plus(2) the amount stated in the Supplement or an exhibit thereto as the Termination Balance,plus (3) an amount equal
to the applicable purchase price set forth in Exhibit A less(4)unaccrued interest.
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Upon the occurrence of an Event of Default and at any time thereafter, Lessor may exercise any one or more of the remedies
listed in this Section as Lessor in its sole discretion may lawfully elect; provided, however, that upon the occurrence of an
Event of Default specified in Section 20 (d), an amount equal to Lessor's Loss as of the date of such occurrence shall
automatically be and become immediately due and payable without notice or demand of any kind. Lessor must attempt to
mitigate Lessor's Loss and damages.
A. Lessor may,by written notice to Lessee,terminate this Lease and declare an amount equal to Lessor's Loss as of the date of
such notice to be immediately due and payable, and the same shall thereupon be and become immediately due and payable
without firrther notice or demand, and all rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain
liable as provided in this Section 21. Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or
locations within the continental United States designated by Lessor. Lessor may also enter upon the premises where the
Equipment is located and take immediate possession of and remove the same with or without instituting legal proceedings.
B. L essor in ay p roceed b y a ppropriate c ourt a ction t o e nforce p erformance b y L essee of the applicable covenants of this
Lease or to recover,for breach of this Lease,Lessor's Loss as of the date Lessor's Loss is declared due and payable hereunder;
provided, however, that upon recovery of Lessor's Loss from Lessee in any such action without having to repossess and
dispose of the Equipment, Lessor shall transfer the Equipment to Lessee at its then location upon payment of any additional
amount due under clause(C,D,E)below.
C. In the event Lessor repossesses the Equipment, Lessor shall either retain the Equipment in full satisfaction of Lessee's
obligation hereunder or sell or lease each item of Equipment in such a manner and upon such terms as Lessor may in its sole
discretion determine. The proceeds of such sale or lease shall be applied to reimburse Lessor for Lessor's Loss and any
additional amount due under clause (D, E) below. Lessor shall be entitled to any surplus and Lessee shall remain liable for
any deficiency. For purposes of this subparagraph, the proceeds of any lease of all or any part of the Equipment by Lessor
shall be the amount reasonably assigned by Lessor as the cost of such Equipment in determining the rent under such Lease.
D. Lessor may recover interest on the unpaid balance of Lessor's Loss from date it becomes payable until fully paid at a rate
of 8%per annum,but in any event not more than permitted by applicable law.
E. Lessor may exercise any other right or remedy available to it by law or by agreement, and may in any event recover legal
fees and other expenses incurred by reason of an Event of Default or to the exercise of any remedy hereunder, including
expenses of repossession,repair,storage,transportation,and disposition of the Equipment.
No remedy given in this section is intended to be exclusive, and each shall be cumulative but only to the extent necessary to
permit Lessor to recover amounts for which Lessee is liable hereunder.No express or implied waiver by Lessor of any Event
of Default shall constitute a waiver of any other Event of Default.
22. NOTICES. Any written notice hereunder shall be deemed to have been given when delivered personally or deposited in
the United States mail, by certified mail, return receipt requested, addressed to the party's address set forth above or at the
party's last known address.
23. NET LEASE AND UNCONDITIONAL OBLIGATION. This Lease is a completely net lease and Lessee's obligation to
pay the rent and amounts payable by Lessee under Sections 15 and 21 is unconditional and not subject to any abatement,
reduction,setoff or defense of any kind except as expressly provided herein.
24. PREPAYMENT. This lease and any related supplement can be prepaid in full,but not in part, on any payment date for an
amount equal to the "After Payment Termination Value" on the attached Exhibit A. to said Supplement.
25. NON-CANCELLABLE LEASE. This Lease cannot be canceled or terminated except as expressly provided herein.
26. SURVIVAL OF INDEMNITIES. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease to
the extent the obligations arose before termination.
27. MISCELLANEOUS. Any provision of this Lease which is unenforceable in any jurisdiction shall. as to jurisdiction, be
ineffective to the extent of such unenforceability without invalidating the remaining provisions of this lease, and any such
unenforceability in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall in
all respects be governed by, and construed in accordance with, the substantive laws of the state in which the Lessee is located.
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28. VENUE.This Lease is governed by the laws of the State of Texas and all obligations of the parties under this contract are
performable in Tarrant County,Texas.
29. USURY SAVINGS CLAUSE. This Lease is intended to be performed in accordance with, and only to the extent
permitted by, all applicable usury laws. If any provision hereof or the application thereof to any person or circumstances
shall, for any reason and to the extent, be invalid or unenforceable, neither the application of such provision to any other
person or circumstance nor the remainder of the instrument in which such provision is contained shall be affected thereby and
shall be enforced to the greatest extent permitted by law. It is expressly stipulated and agreed to be the intent of the Lessor to
at all times comply with the usury and other applicable laws now or hereafter governing the interest payable on this Lease. If
the applicable law is ever revised, repealed or judicially interpreted so as to render usurious any amount caller for under this
Lease or contracted for, charged, taken, reserved or received with respect to the indebtedness evidenced by this Lease, or if
Lessor's e xercise o f t he o ption t o a ccelerate the maturity of this Lease, or if any prepayment by Lessee results in Lessee
having paid any interest in excess of that permitted by law, then it is the express intent of Lessee and Lessor that all excess
amounts theretofore collected by Lessor be credited on the principal balance of this Lease (or, if this Lease has been paid in
fall, refunded to Lessee), and the provisions of this Lease immediately be deemed reformed and the amounts thereafter
collectable hereunder and thereunder reduced,without the necessity of the execution of any new document, as to comply with
the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.
All sums paid or agreed to be paid, by Lessee for the use, forbearance, detention, taking, charging, receiving or reserving of
the indebtedness of Lessee to Lessor under this Lease shall,to the maximum extent permitted by applicable law,be amortized,
prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of
interest on account of such indebtedness does not exceed the usury ceiling from time to time in effect and applicable to such
indebtedness for so long as such indebtedness is outstanding. Additionally, to the maximum extent permitted by applicable
law now or hereafter in effect, Lessor may, at its option and from time to time implement any other method of computing the
Maximum Rate under Chapter 303, Texas Finance Code or under other applicable law by giving notice, if required,to Lessee
as provided by applicable law now or hereafter in effect. Notwithstanding anything to the contrary contained, it is not the
intention of Lessor to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.
30. SEVERABILITY. If any one or more of the terms,provisions or conditions contained in this Master Lease shall for any
reason be held to be invalid, illegal or unenforceable in any respect under Texas law, such invalidity, illegality or
unenforceability shall not effect any other provision of this Master Lease,but this Master Lease shall be construed as if such
invalid, illegal or unenforeable provision had not been contained herein. However, if Lessee's obligation to pay the Rent
payments is determined to be invalid or unenforceable,this Lease at the option of Lessor shall terminate.
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[Signature Page to Master Agreement]
Executed and effective as of the day of- r , 2003.
Lessee: Cit fif�qorth
r._';'RG'VED AS TO FORM AND LEGALITY.
By:
Its: Marc A. Ott 3
Assistant i Assistant city tto-rney
Lessor: Wells Fargo Brokerage Services, LLC
By:
Its: Vice President
Wells Fargo Brokerage Services,LLC SUPPLEMENT TO MASTER LEASE
1740 Broadway,MAC C7300-011
Denver,Colorado 80274
Name and address of Lessee: Supplement#1810-001
City of Fort Worth
1000 Throclanorton Street
Fort Worth,Texas 76102-6311
This is a Supplement to the Governmental Lease-Purchase Master Agreement dated September 9,2003 and between
Lessor and Lessee(the "Master Lease"). Upon the execution and delivery by Lessor and Lessee of this Supplement,
Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the Property described
below upon the terms and conditions of this Supplement and the Master Lease.
PROPERTY DESCRIPTION
Quantity Serial Number
Energy Controls Equipment
Lighting, Chillers,Pumps, Controls,etc.
Location of Property(if different from Lessee's address) SCHEDULE OF RENT PAYMENTS
Basic Rental Number of Advance
Payments Payments Payments
See Schedule 40 -0-
Rent commencement date: September 9,2003
Term in months from rent commencement Interest Rate First Payment Final Purchase
Date Option Price
121
(May not exceed 299 months)
4.725 January 1,2004 $1.00
Rental payment period(check one)
F-1 Monthly ❑Annually
FINANCE AMOUNT $466,620.00
® Quarterly ❑ Other-see additional
❑ Semi-annually provisions TOTAL RENT $588,459.53
Additional Provisions:
Less4 Fells Fargo Vrf*04age Services,LLC Lesse : i Fort W th, exas
B ! �� � �—' � By / r�f
Marc Ott
Its Vice President Its assistant City Manager
Date: September 9, 2003 Date: September 9. 2003
aIkUlL, A") ['(,)FORM AND LEGALITY.
k
Assistant City A torncy
1 le n
City of Fort Worth
Lease No. 1810-001
SCHEDULEI
(Held by Lessor)
YEAR DESCRIPTION VIN#OR SN# TITLE RECD.
Energy Controls City of Ft.Worth Exhibit A
Costs Funded Payment Rate 44 Payments Level Payment Closing Fees Average Life
$466,620.00 4.73% 4 per year $0.00 4/1/2004 5.53 years
4.725%Rate Fctr=.000000 66.3 months
Commencement: Sep 9,2003
Closing Date: Sep 9,2003
Pmt Total Payment Interest Principal After Payment After Payment Payment Due
Due Payment Due Payment Due Principal Termination Date
Balance Value
$0.00 $0.00 $466,620.00 Sep 9,2003
1 $17,000.00 $6,859.31 $10,140.69 $456,479.31 $469,577.52 Jan 1,2004
2 $17,000.00 $5,392.16 $11,607.84 $444,871.48 $457,390.69 Apr 1,2004
3 $17,000.00 $5,255.04 $11,744.96 $433,126.52 $445,078.95 Jul 1,2004
4 $17,000.00 $5,116.31 $11,883.69 $421,242.83 $432,641.00 Oct 1,2004
5 $32,000.00 $4,975.93 $27,024.07 $394,218.76 $405,075.58 Jan 1,2005
6 $32,000.00 $4,656.71 $27,343.29 $366,875.47 $377,227.60 Apr 1,2005
7 $32,000.00 $4,333.72 $27,666.28 $339,209.18 $349,094.18 Jul 1,2005
8 $32,000.00 $4,006.91 $27,993.09 $311,216.09 $320,672.40 Oct 1,2005
9 $5,000.00 $3,676.24 $1,323.76 $309,892.33 $318,959.29 Jan 1,2006
10 $5,000.00 $3,660.60 $1,339.40 $308,552.94 $317,228.62 Apr 1,2006
11 $5,000.00 $3,644.78 $1,355.22 $307,197.72 $315,480.22 Jul 1,2006
12 $5,000.00 $3,628.77 $1,371.23 $305,826.49 $313,713.89 Oct 1,2006
13 $7,000.00 $3,612.58 $3,387.42 $302,439.07 $309,929.46 Jan 1,2007
14 $7,000.00 $3,572.56 $3,427.44 $299,011.63 $306,106.23 Apr 1,2007
15 $7,000.00 $3,532.07 $3,467.93 $295,543.70 $302,243.82 Jul 1,2007
16 $7,000.00 $3,491.11 $3,508.89 $292,034.81 $298,341.82 Oct 1,2007
17 $9,000.00 $3,449.66 $5,550.34 $286,484.47 $292,399.82 Jan 1,2008
18 $9,000.00 $3,384.10 $5,615.90 $280,868.57 $286,396.92 Apr 1,2008
19 $9,000.00 $3,317.76 $5,682.24 $275,186.33 $280,332.49 Jul 1,2008
20 $9,000.00 $3,250.64 $5,749.36 $269,436.97 $274,205.90 Oct 1,2008
21 $11,000.00 $3,182.72 $7,817.28 $261,619.69 $266,016.51 Jan 1,2009
22 $11,000.00 $3,090.38 $7,909.62 $253,710.08 $257,743.18 Apr 1,2009
23 $11,000.00 $2,996.95 $8,003.05 $245,707.03 $249,385.05 Jul 1,2009
24 $11,000.00 $2,902.41 $8,097.59 $237,609.44 $240,941.24 Oct 1,2009
25 $13,000.00 $2,806.76 $10,193.24 $227,416.20 $230,410.89 Jan 1,2010
26 $13,000.00 $2,686.35 $10,313.65 $217,102.56 $219,772.60 Apr 1,2010
27 $13,000.00 $2,564.52 $10,435.48 $206,667.08 $209,025.27 Jul 1,2010
28 $13,000.00 $2,441.25 $10,558.75 $196,108.33 $198,167.78 Oct 1,2010
29 $15,000.00 $2,316.53 $12,683.47 $183,424.86 $185,199.00 Jan 1,2011
30 $15,000.00 $2,166.71 $12,833.29 $170,591.57 $172,097.29 Apr 1,2011
31 $15,000.00 $2,015.11 $12,984.89 $157,606.68 $158,861.29 Jul 1,2011
32 $15,000.00 $1,861.73 $13,138.27 $144,468.41 $145,489.62 Oct 1,2011
33 $18,000.00 $1,706.53 $16,293.47 $128,174.95 $128,980.88 Jan 1,2012
34 $18,000.00 $1,514.07 $16,485.93 $111,689.01 $112,302.94 Apr 1,2012
35 $18,000.00 $1,319.33 $16,680.67 $95,008.34 $95,454.04 Jul 1,2012
36 $18,000.00 $1,122.29 $16,877.71 $78,130.62 $78,432.45 Oct 1,2012
37 $20,000.00 $922.92 $19,077.08 $59,053.54 $59,236.38 Jan 1,2013
38 $20,000.00 $697.57 $19,302.43 $39,751.11 $39,843.55 Apr 1,2013
39 $20,000.00 $469.56 $19,530.44 $20,220.67 $20,251.95 Jul 1,2013
40 $20,459.53 $238.86 $20,220.67 $0.00 $0.00 Oct 1,2013
41 $0.00 $0.00 $0.00 $0.00 $0.00 Jan 1,2014
42 $0.00 $0.00 $0.00 50.00 $0.00 Apr 1. 2014
43 $0.00 $0.00 $0.00 $0.00 $0.00 Jul 1,2014
44 $0.00 $0.00 $0.00 $0.00 $1.00 Oct 1,2014
Please?dote: Sum of individual principal payments differ from total principal by t�vo cents due to even-cent rounding.
1 � 1
y
Exhibit A Signature Page:
Wells Fargo Public Finance(WFPF)bankers are registered representatives of Wells Fargo Brokerage Services, LLC, or
Wells Fargo Institutional Securities,LLC,brokerage affiliates of Wells Fargo&Company and members of the NASD and
SIPC.
Investments: •NOT FDIC insured•May lose value •No bank guarantee
By:
Marc A.
Its: Assistant City Manager
RU'i4u AS TO FORM AND LEGALItTY.
Dated as of: _ SapTeni nib 41I ;P18 --!!�
Assistant City Attorney
INCUMBENCY CERTIFICATE
I, do hereby certify that I am the duly elected or
appointed and ting Secretary/Clerk of City of Fort Worth a political subdivision or agency duly
organized and existing under the laws of the State of Texas that I have custody of the records of
such entity, and that, as of the date hereof, the individuals named below are the duly elected or
appointed officers of such entity holding the offices set forth opposite their respective names. I
further certify that (I) the signatures set opposite their respective names and titles are their true and
authentic signatures and (II) such officers have the authority on behalf of such entity to enter into
that certain Governmental Lease-Purchase Master Agreement dated September 9, 2003 and
Supplement dated September 9, 2003 between such entity and Wells Fargo Brokerage Services,
LLC (Lessor).
NAME TITLE VS T- NAT
M A
1 , n T
V� C') FIT C L�/1✓ 1'�"5�1`� J �L�'Z'1 ►'� I'�'L.�
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such
entity hereto this /U " day of 2003.
SECRETARY/CLE
[FORM OF LEGAL OPINION]
September 9, 2003 (MUST BE DATED ON OR AFTER COMMENCEMENT DATE)
Wells Fargo Brokerage Services, LLC
Public Finance Division
1740 Broadway,MAC C7300-011
Denver, Colorado 80274
Ladies and Gentlemen:
As counsel for City of Fort Worth ("Lessee"), I have examined the Governmental Lease-
Purchase Master Agreement between the Lessee and Wells Fargo Brokerage Services, LLC
("Lessor"), dated as of September 9, 2003 and Supplement dated September 9, 2003
("Agreement"), and such other documents, instruments and records as I have considered relevant.
Based upon such examination, and such research and investigation as I deemed necessary, I am
of the opinion that:
1) That the Agreement has been duly authorized, executed and delivered by the
Lessee in accordance with all laws, rules, regulations and in conformity with all legal procedures
governing the transaction contemplated by said Agreement, and said Agreement constitutes a
valid and binding agreement enforceable in accordance with its terms and represents a valid,
deferred payment obligation for the amounts and in the manner those amounts are to be paid as
set forth therein.
2) No approval, consent or withholding of objection is required from any
governmental body or authority or any other person, firm or corporation with respect to the
entering into or performance by the Lessee of the terns of this Agreement and the transaction
contemplated thereby, or if any such approval is required, it has been obtained.
3) That the entering into and performance of this Agreement will not violate any
judgment, order, law or regulation applicable to the 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 the Lessee, or on the Equipment pursuant to any indenture,
mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is
a party, or by which it or its assets may be bound.
4) There are no actions, suits or proceedings pending or to the knowledge of the
Lessee or the undersigned, threatened against or affecting the Lessee in any court or before any
governmental commission, board or authority which, if adversely determined, will have a
materially adverse effect on the ability of the Lessee to perform its obligation under the
Agreement.
5) Under existing regulations of the Internal Revenue Code, the indebtedness of the
Lessee is not an arbitrage bond within the meaning of Section 148 of the Internal Revenue Code
of 1986, as amended.
6) The Lease is not a private activity bond within the meaning of Section 141 of the
Internal Revenue Code of 1986 and the Lease has been designated by the Lessee as a qualified
tax exempt obligation for purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986.
Very truly yours,
Counsel for Lessee
s
i y
FORTWORTH
GARY J.STEMERGER (817)871-7615
ASSISTANT CITY ATTORNEY gary.steinberger(n)fortworthgov.org
September 9, 2003
Wells Fargo Brokerage Services, LLC
Public Finance Division
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
Ladies and Gentlemen:
The undersigned represents the City of Fort Worth ("Lessee") in the capacity of
assistant city attorney. I have examined the Governmental Lease-Purchase Master
Agreement between the Lessee and Wells Fargo Brokerage Services, LLC ("Lessor"),
dated as of September 9, 2003 and Supplement dated September 9, 2003 ("Agreement"),
and such other documents, instruments and records as I have considered relevant. Based
upon such examination, and such research and investigation as I deemed necessary, I am
of the opinion that:
1) The Agreement has been duly authorized, executed and delivered by the
Lessee in accordance with all laws, rules, regulations and in conformity
with all legal procedures governing the transaction contemplated by said
Agreement, and said Agreement constitutes a valid and binding agreement
enforceable in accordance with its terms and represents a valid, deferred
payment obligation for the amounts and in the manner those amounts are
to be paid as set forth therein.
2) No approval, consent or withholding of objection is required from any
governmental body or authority or any other person, firm or corporation
with respect to the entering into or performance by the Lessee of the terms
of this Agreement and the transaction contemplated thereby, or if any such
approval is required, it has been obtained.
3) That the entering into and performance of this Agreement will not violate
any judgment, order, law or regulation applicable to the 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
the Lessee, or on the Equipment pursuant to any indenture, mortgage, deed
of trust, bank loan or credit agreement or other instrument to which the
Lessee is a party, or by which it or its assets may be bound.
4) There are no actions, suits or proceedings pending or to the knowledge of
the Lessee or the undersigned, threatened against or affecting the Lessee in
any court or before any governmental commission, board or authority
OFFICE OF THE CITY ATTORNEY
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102
(817) 871-7600 * FAX (817) 871-8359
Cj Printed on recycled paper
c
6
which, if adversely determined, will have a materially adverse effect on
the ability of the Lessee to perform its obligation under the Agreement.
5) Under existing regulations of the Internal Revenue Code, the indebtedness
of the Lessee is not an arbitrage bond within the meaning of Section 148
of the Internal Revenue Code of 1986, as amended.
6) The Lease is not a private activity bond within the meaning of Section 141
of the Internal Revenue Code of 1986 and the Lease has been designated
by the Lessee as a qualified tax exempt obligation for purposes of Section
265 (b) (3) of the Internal Revenue Code of 1986.
Should you have questions, or if I can be of additional assistance, please feel free to
contact me.
Very truly yours,
Gary Stein erger
i
Wells Fargo Brokerage Services,LLC,
Public Finance Division Certificate of
1740 Broadway,2"d Floor Insurance
Denver,Colorado 80274-8733
Coverage is provided for the following Named Insured:
Name of Insured
Citv of Fort Worth
Street Address City State
1000 Throckmorton Street zip
Fort Worth Texas 76 102-6311
DETAILED DESCRIPTION AND LOCATION OF PROPERTY COVERED
Energy Controls Equipment
Lighting, Chillers,Pumps, Controls, etc.
DESCRIPTION OF COMPREHENSIVE GENERAL LIABILITY INSURANCE
Insurance Company(not agency) Policy number Effective date
Expiration date
BODILY INJURY LIABILITY PROPERTY DAMAGE LIABILITY
Single Claim / Each occurrence Aggregate Each occurrence
$500,000.00 Aggregate
Wells Fargo Brokerage Services, LLC, its successors and assigns, is endorsed as an Additional Insured on the Comprehensive General
Liability insurance described above: X Yes No
DESCRIPTION OF PHYSICAL DAMAGE INSURANCE
Insurance Company Policy number Effective d ate
Expiration date
The Physical Damage Insurance issued in the amount of$466,620.00 consists of:
Fire and Extended Coverage including Vandalism,Malicious Mischief and Theft
All Risk Insurance with the following exceptions:
Wells Fargo Brokerage Services, LLC, is successors and assigns, is endorsed as Loss Payee on the Physical Damage
Insurance described above: X Yes _No
The Policy, as to the interest of Loss Payee, shall not be invalidated by any act of omission or commission or neglect or
misconduct of the Named Insured at any time, not by any foreclosure or other proceeding or notice of sale relating to the insured
property, not by any change in the title or ownership thereof or the occupation of the premises for purposes more hazardous than are
permitted by the Policy,provided, that in case the Named Insured shall fail to pay any premium due under the Policy, Loss Payee may,
at its option,pay such premium.
The Policy may be canceled at any time by either Insurer or Named Insured according to its provisions, but in any such case
the Policy shall continue in full force and effect for the exclusive benefit of Loss Payee for ten days after written notice to Loss Payee
of such cancellation and shall then cease.
Agency name Lease No. 1810-001
Street Address
T
State zip
Signature of Agent Agent telephone numher
Date
I � 1
FoRTWORTH
September 9, 2003
Michelle Trujillo
Wells Fargo Brokerage Services, LLC
Public Finance Division
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
RE: Request for Proof/Documentation of Insurance
City of Fort Worth's Self-funded Insurance Program
Dear Ms. Trujillo:
Please accept this correspondence pursuant to your request for 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. 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 and in some instances, leased property is
covered under the City of Fort Worth Fire and Extended coverage program by a
commercial insurance policy. A certificate of insurance, listing Wells Fargo Brokerage
Services, LLC as an additional insured and loss payee, per the Lease Purchase
Agreement, item 16, Insurance, will be issued by the City's insurer.
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 817-871-7761 or email, sue.haupt(aD-fortworthgov.orq.
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.
Sincerely,
Sue Haupt
Risk Manager
Cc: Mike Mathews, PA
Transportation and Public Works
Architectural Services Section
FINANCE DEPARTMENT
RISKMANAGEMENTDIVISION
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET* FORT WORTH,TEXAS 76102
(817)871-8493 * (817)332-5874
DELIVERY AND ACCEPTANCE CERTIFICATE
TO: WELLS FARGO BROKERAGE SERVICES, LLC
RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED
SEPTEMBER 9, 2003 AND SUPPLEMENT DATED SEPTEMBER 9, 2003
FOR: ENERGY CONTROLS EQUIPMENT
While not all of the property described in the above LEASE (the "Property") has been
delivered to us, we hereby request funding for the LEASE so that partial payments can be made
to the Property vendor(s) and Property deliveries or installations completed. We hereby accept
the Property pursuant to the LEASE, agree to have the LEASE commence, and acknowledge that
all the terms of the LEASE are in full force and effect. We understand that, Section 6(g) of the
LEASE notwithstanding, if the funding proceeds, $466,620.00, are not completely disbursed by
March 9, 2 003, the LEASE in ay b ecome s ubj ect t o the investment and rebate (i.e., arbitrage)
provisions of IRS Code Section 148 and we will comply with all reporting and, if applicable,
rebate requirements thereto.
LESSE : City of Fort W , Texas
Marc A. Ott
BY: i
Assistant City Manager
(Title)
September 9 2003 �t._ � "T)I r TALITY:
(Acceptance Date)
(Must be date lease funds)
,tant City Attorncy
DELIVERY AND ACCEPTANCE CERTIFICATE
TO: WELLS FARGO BROKERAGE SERVICES, LLC
RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED
SEPTEMBER 9, 2003 AND SUPPLEMENT DATED SEPTEMBER 9, 2003
FOR: ENERGY CONTROLS EQUIPMENT
We hereby accept the property described in the above LEASE (the "Property") and agree
that it is now subject to LEASE. The Acceptance Date below is also the Rent Commencement
Date in the related Supplement to the Master Lease.
LESSEE: City of Fort Worth , Texas
Marc A. Ott
BY Assistant City Manager
September 9 2003 (Title)
(Acceptance Date)
(Must be date lease funds)
VS TO FORM AND LEGALITY.
A551SU"At Czty At��ank:y .. ..._.r.... ._ .
CERTIFICATE OF APPROPRIATIONS
I, / I ,a rc CiT1„�J of City of Fort
Worth ("Lessee"), hereby verify that all lease payments due by the Lessee under that certain
Governmental Lease-Purchase Master Agreement dated as of September 9, 2003 and Supplement
dated September 9, 2003 between the Lessee and Wells Fargo Brokerage Services, LLC as
Lessor, for the fiscal year ending September 30, 2004, are within that fiscal year's budget and
within an available, unexhausted and unencumbered appropriation for the lease.
,h
IN WITNESS WHEREOF, I have set my hand this day of SepTe.,n b er , 2003.
Lessee: City of Fort W 9F&17exas
By
Marc A. Ott
Assistant City Manager
Its
FOAM AND LLGALi'.i z
.rr City Attorney
r
UCC FINANCING STATEMENT
Follow Instructions(front and back)Carefully
A.NAME&PHONE OF CONTACT(optional)
B.SEND ACKNOWLEDGEMENT TO: (Name and Address)
[ Wells Fargo Brokerage Services,LLC ]
Attn: Michelle Trujillo
1740 Broadway—MAC C7300-011
Denver, Colorado 80274
[ ]
1. DEBTOR'S EXACT FULL LEGAL NAME: Insert onl one debtor name la or lb)—do not abbreviate or combine SPACE e aOR FILING OFFICE USE ONLY
1 a.ORGANIZATION'S NAME
City of Fort Worth
OR lb.INDIVIDUAL'S LAST NAME FIRST NAME
MIDDLE NAME SUFFIX
lo.MAILING ADDRESS CITY
1000 Throckmorton Street STATE POSTAL CODE COUNTRY
Fort Worth TX 76102-6311 USA
1 d.TAX ID#: SSN OR EIN ADD'L INFO RE le.TYPE OF If JURIDDICTION OF ORGANIZATION 19.ORGANIZATIONAL ID#, If an
(OPTIONAL:NOT REQUIRED) ORGANIZATION ORGANIZATION y
DEBTOR
City Texas ®NONE
2.ADDITIONAL DEBTOR'S FULL LEGAL NAME—Insert only one debtor name(2a or 2b)—do not abbreviate or combine names
2a.ORGANIZATION'S NAME
OR
2b.INDIVIDUAL'S LAST NAME FIE
MIDDLE NAME SUFFIX
2c.MAILING ADDRESS CI
STATE POSTAL CODE COUNTRY
2d.TAX ID#: SS OR EIN ADD'L INFO RE 2e.TYPE OF 2f. F ORGANIZATION 2g.ORGANIZATIONAL ID#, If any
(OPTIONAL:NOT REQUIRED) ORGANIZATION ORGANIZATION
DEBTOR
❑NONE
3.SECURED PARTY'S NAME(or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P)—insert only one secured party name(3a or 3b)
3a.ORGANIZATION'S NAME
OR Wells Fargo Brokerage Services,LLC
3b.INDIVIDUAL'S LAST NAME FIRST NAME
MIDDLE NAME SUFFIX
3c.MAILING ADDRESS CITY
STATE POSTAL CODE COUNTRY
1740 Broadway,MAC C7322-026 Denver CO 80274 USA
4.This FINANCING STATEMENT covers the following collateral:
Lease No. 18 10-00 1
Energy Controls Equipment
Payments pursuant to Energy Savings Performance Contract from Johnson Controls, Inc.
5,ALTERNATIVE DESIGNATION(if applicable): LESSEE/LESSOR C CONSIGNEE/CONSIGNOR
.-BAILOR =SELLER/BUYERp AG LIEN NON-UCC FILING
6.11 This FINANCING STATEMENT is to be filed(for record)in the REAL Check to REQUEST SEARCH REPORTS)on Debtor(s) (Optional)
ESTATE RECORDS
411 Debtors Debtor I _ Debtor 2
8.OPTION AI FI1_FR REFEREVT DATA
NATIONAL UCC FINANCING STATEMENT(,FORM UCCI)(REV.07/1/01
F-8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.November 2000) No-Under Internal Revenue Code section 149(e)
nWartmentof the Treasury 1110-See separate Instructions.
Internal Revenue Service Caution:Use Form 8038-GC if the issue price of the issue is under$100,000, OMB No.15450720
Part I Reporting Authority
1 Issuer's name If Amended Return,check here 00�E]
City of Fort Worth 2 Issuer's employer identification number
75-6000528
3 Number and street(or P.O.box if mail is not delivered to street address
1000 Throckmorton Street ) Roomisuite 4. Report number
5 City,town,or post office,state and zip code G-
Fort Worth,Texas 76102-6311 6 Date of Issue
7 Name of issue September 9,2003
Governmental Lease Purchase Master Agreement 8 CUSIP Number
9 Name and title of officer or legal representative whom the IRS may call for more information N
10 Telephone numbeof officer or legal representa tive
Michael Lowry, Purchasing Dept F,817-871-8384
Part II Type of Issue check applicable box es and enter the issue rice See instructions and attach schedule
11 ❑ Education
12 ❑ Health and hospital 11
13 ❑ Transportation 12
14 ❑ Public safety 13
15 ❑ Environment(including sewage bonds) 14
16 ❑ Housing 15
17 ® Utilities 16
18 ❑ Other. Describe 111. 17 $466,620.00
19 If obligations are TANS or RANs,check box 18
►❑ ff obligations are BANS,check box �❑
20 If obligations are in the form of a lease or installment sale,check box 01.
Part III Descri tion of Obli ations. Com fete for the entire issue foF7;;;i;i.
a Final i date b issue rice Wei hted avers a mah�ri
21 October 1,2014 $466,620.00 e Yield
Part IV Uses of Proceeds of Bond Issue includin underwriters'discount 5.53 ears 4.10%
22 Proceeds used for accrued interest
23 Issue p rice of entire issue(enter amount from line 21,column[b]) jjj
24 Proceeds used for bond issuance costs(including underwriters'discount) 24 $466,620.00
25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund Y6
27 Proceeds used to currently refund prior issues
28 Proceeds used to advance refund prior issues 27
29 Total(add lines 24 through 28) 28
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) $466,620.00 Part V Description of Refunded Bonds(Complete this part only for refunding bonds)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded
32 Enter the remaining weighted average maturity of the bonds to be advance refunded , ywr"s
33 Enter the last date on which the refunded bonds will be called r
34 Enter the date(s)the refunded bonds were issued 00.
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(bx5)
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract see instructions 35
b Enter the final maturity date of the guaranteed investment contract �_ (see 36a
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
37 b If this issue is a loan made from the proceeds of another tax-exempt issue,check box 3e
►_and the date of the issue ❑and enter the name of the b issuer
38 if the issuer has designated the issue under section 265(bN3)(B)(ixlll)(small issuer exception),check box III ED
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box 00.0
39 If the issuer has identified a hedge,check box ,❑
Please Under pe ie f peryu lare that I ha ami thg return and accompanying schedules and statements,and to the best of my knowledge and belief,they are true,
Sign correct, nd com e �
Here Marc A. Ott
J f� Assistant City Manager
Si III ture of Issuer's a horiz esentative " Date III Type or print name and title
Form 8038-G(rev.5-99)
4
Wells Fargo Brokerage Services,LLC
1740 Broadway,MAC C7300-011
Wells Fargo Brokerage Services,LLC Denver, Colorado 80274
1-800-444-4823 Ext. 5379
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of September 9, 2003, by and between City of Fort Worth , a
political subdivision duly created and existing under the laws of the State of Texas (the "Lessee"), and Wells
Fargo Brokerage Services, LLC (WEBS), with its principal office, domicile and post office address located in
Minneapolis, Minnesota, (the "Lessor").
WHEREAS, the Lessee and Lessor have entered into a Governmental Lease-Purchase Master Agreement
dated as of September 9, 2003 and Supplement dated September 9, 2003 (the "Lease"); and
WHEREAS, the Lessor will provide in advance of the acquisition of the Property, the sum of
$466,620.00, to be available in periodic draws for the payment of the costs of the acquisition of such Property;
and
WHEREAS, the Lessor and the Lessee now desire to provide for the safekeeping and investment of such
monies advanced by the Lessor pending disbursement for acquisition of the Property and for the procedures in
disbursing such monies for the acquisition of the Property;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein set forth, the
parties hereto agree as follows:
1. The Escrow Agent hereby acknowledges receipt of true and correct copies of the Lease and
reference herein to or citation herein of any provision of said documents shall be deemed to incorporate the same
as a part hereof in the same manner and with the same effect as if they were fully set forth herein.
2. There is hereby created and established with the Lessor an irrevocable escrow fund designated
for City of Fort Worth (the "Escrow Fund") to be held in the custody of the Lessor separate and apart from other
funds of the Lessor or the Lessee.
3. The Lessor, as of 2003 deposits into the Escrow Fund the sum of
$ , representing the unexpended principal amount of the obligation of the Lessee under the Lease
less any payments made to vendors on the date of funding.
4. Any monies held in the Escrow Fund shall be promptly invested and reinvested by the Lessor,
subject to Lessee's approval, in any security or deposit account authorized by law. No investment shall be made
in a security maturing later than the date on which the Lessee reasonably anticipates needing such funds for the
payment of the costs of the Property. The Lessee shall notify the Lessor as to the dates on which funds are
needed for disbursement and the estimated amount of each such disbursement and the Lessor may rely upon this
information in connection with all investment or reinvestment of S.
Aa ovE�Qa•aEa r
All interest earnings from such investments be remitted to the Lessee periodically, as mutually
agreed upon by the Lessee and the Lessor. Unless o erwise agreed upon by Lessee and Lessor, the Escrow Fund
rnment
will be held in a Wells Fargo Funds Gove oney Market Fund at Wells Fargo Brokerage Services, LLC,
and it will earn interest at the daily rate established by Wells Fargo Funds.
5. The Lessor shall disburse funds from the Escrow Fund upon receipt of a wTitten request from the
Lessee, approved by the Lessor. setting forth the following: (1) the amount to be disbursed, (2) the address to
which such funds are to be forwarded, (3) a brief description of the purpose of the payment, and (4) a statement
� r
that the amounts being paid pursuant to that disbursement were not subject to a previous draw. The request shall
contain as attachments the following: (1) bills, receipts, invoices, or other documents acceptable to the Lessor
evidencing the amount and purposes for which the disbursement is requested and(2) a certificate of the Lessee to
the effect that the amounts requested to be disbursed were properly incurred in connection with the acquisition of
the Property and were not the subject of any previous request for disbursement. The Lessee agrees to submit to
the Lessor the above-mentioned attachments in form and substance satisfactory to the Lessor and such other
documents and certificates as the Lessor may reasonably request to evidence the proper expenditure of the
monies in the Escrow Fund for the purposes of acquiring the Property. The Lessor has no duty to ascertain the
correctness of any documents submitted in connection with any direction to disburse funds.
6. Upon making the disbursements as provided in Paragraph 5 of this Escrow Deposit Agreement
the Lessor shall pay to the Lessee any balance on deposit in the Escrow Fund.
7. In the event that an Event of Default occurs under the Lease the Lessor shall forthwith disburse
all monies on deposit in the Escrow Fund to the Lessor. The Lessee agrees that in the event such transfer to the
Lessor is to be made, it shall pay immediately and directly to the Lessor an amount equal to (a) the aggregate of
all disbursements previously made under the Agreement, (b) interest on $ from the date that
such amount was deposited pursuant to this Agreement and (c) all expenses, legal fees and other costs incurred
by the Lessor in connection with the establishment and enforcement of the escrow established pursuant to this
Agreement and in connection with the Lease. To the extent permitted by law, it is the intention of the parties that
the Lessee shall indemnify and hold harmless the Lessor for all costs incurred in connection with the Lease and
this Agreement.
8. This Agreement may be modified or amended only with the written consent of all parties hereto.
9. In the event of the Lessor's failure to account for any of the funds received by it, said funds shall
be and remain the property of the Lessee in trust for the purposes set forth in this Agreement, and if for any
reason such funds shall be impressed with a trust for the amount thereof and the Lessee shall be entitled to a
preferred claim upon such assets until such identification is made.
10. This Agreement shall terminate when all transfers required to be made with respect to the
Escrow Fund by the Lessor under the provisions hereof shall have been made.
11. If any one or more of the covenants or agreements provided in this Agreement on the part of the
Lessor or the Lessee, to be performed shall be determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants
and agreements herein contained and shall in no way affect the validity of the remaining provisions of this
Agreement.
12. This Agreement may be executed in several counterparts, all or any of which shall be regarded
for all purposes as one original and shall constitute and be but one and the same instrument.
13. This Agreement shall be construed and enforced in accordance with the laws of the State of
Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of
12003.
2
` J
r
[SIGNATURE PAGE TO ESCROW AGREEMENT]
CITY OF FORT WORTH , TEXAS
AS LESSEE-, �.
By FOItR1 titVD LEi�r3LIT�i';
Its: Marc A. Ott
ss,s an i wM
Ci , ttoency
WELLS FARGO BROKERAGE SERVICES,LLC
AS:::R AGENT/LESSOR
By: ATTESTED BY
Its: Vice President P _
Lat
Contract Authorization
� 1�103
Date
An investment in Wells Fargo money market funds (the Funds) is not insured or or by the Federal
Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value
of your investment at$1.00 per share, it is possible to lose money by investing in the Funds.
Wells Fargo Funds Management, LLC, a wholly-owned subsidiary of Wells Fargo & Company, provides
investment advisory and administrative services for the Wells Fargo Funds. Other affiliates of Wells Fargo &
Company provide sub-advisory and other services for the Funds. The Funds are distributed by Stephens Inc.,
Member NYSE/SIPC. Wells Fargo&Company and its affiliates are not affiliated with Stephens Inc.
For more complete information about the Wells Fargo money market funds, including fees and expenses that
apply to a continued investment in the Funds, obtain a current prospectus by contacting your Institutional
Brokerage& Sales representative. Please read the prospectus carefully before investing.
Institutional Brokerage & Sales includes departments of Wells Fargo Brokerage Services, LLC, (member
NASD/SIPC/Chicago Stock Exchange) and Wells Fargo Bank, N.A., brokerage and bank affiliates of Wells
Fargo& Company
3 2
T
C
INVOICING PROCEDURES
Re: Municipal Lease No. 1810-001
with
City of Fort Worth, Texas
Please provide us with the name, address, and phone number of the appropriate personnel
we can contact regarding invoicing and payments:
(Name of Contact) y)L 1:�.i*P— 0e-'D01A (ft Ct
(Address) ) rZ-A Y,1`f-) ;G5 R..TA-T)D M � ���1 i� 14•l�tziZ S
t n D b T k Y O C I'N-. D-C,�D Yl
1'`1 OP t=vrz-r W 02 -r
(Phone) ?-?)-1 6-71 2 d 5 2-
(Fax) 2;111 i�--7 ) �5 n 9 Z-