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HomeMy WebLinkAboutContract 63899MASTER LEASE PURCHASE AGREEMENT CSC No. 63889 Lessee Lessor City of Fort Worth Lease Servicing Center, Inc. dba NCL Government Capital 100 Fort Worth Trail 510 22"d Ave E., Ste 501 Fort Worth, TX 76102 Alexandria, MN 56308 OFFICIAL RECORD CITY SECRETARY Dated as of June 25, 2025 FT. WORTH, Tx This Master Lease Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires from time to time to lease the Equipment described in Equipment Schedules (each a "Schedule") to be attached hereto to Lessee and Lessee desires to lease such Equipment from Lessor subject to the terms and conditions of this Agreement, which are set forth below, and the applicable Schedule. I. Definitions: Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement' means this Master Lease Purchase Agreement. "Budget Year" means the Lessee's fiscal year. "Commencement Date" is the date when Lessee's obligation to pay rent begins. "Equipment" means the items of Equipment listed on Exhibit "A" to each Schedule and all replacements, restorations, modifications and improvements. "Lease" means this Agreement and an individual Schedule hereto, which shall collectively constitute the terms and conditions applicable to the lease of the Equipment subject thereto. "Lessee" means the entity listed above as Lessee and which is leasing the Equipment from Lessor under the provisions of this Agreement and a Schedule. "Lessor" means the entity originally listed above as Lessor or any of its assignees. "Lease Term" means the Original Term and all Renewal Terms applicable to a Lease. "Original Term" means the period from the Commencement Date until the end of the Budget Year of Lessee. "Renewal Term" means the annual term which begins at the end of the Original Term and which is simultaneous with Lessee's Budget Year. "Rental Payments" means the payments Lessee is required to make under this Agreement as set forth on Exhibit "B" to each Schedule made subject thereto. "Schedule" means a schedule substantially in the form attached hereto and all exhibits thereto pursuant to which Lessor and Lessee agree to the lease of the Equipment described therein and which together with the terms of the Agreement applicable thereto constitutes an individual Lease. "State" means the state in which Lessee is located. II. Lessee Warranties Section 2.01. With respect to each Lease, Lessee represents, warrants and covenants as follows for the benefit of Lessor or its assignees: (a) Lessee is the State or a political subdivision of the State within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") or a constituted authority authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of the treasury regulations promulgated under the Code. (b) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and each Schedule,and has used such authority to properly execute and deliver this Agreement and each Schedule. Lessee has followed all proper procedures of its governing body in executing this Agreement and each Schedule. The Officer of Lessee executing this Agreement and each Schedule has the authority to execute and deliver this Agreement and such Schedule. This Agreement and each Schedule constitute a legal, valid, binding and enforceable obligation of the Lessee in accordance with their terms. (c) Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement and each Schedule. (d) Lessee shall use the Equipment only for essential, traditional government purposes. (e) Should the Lessee cease to be an issuer of tax exempt obligations or if the obligation of Lessee created under any Lease ceases to be a tax exempt obligation for any reason, then Lessee shall be required to pay additional sums to the Lessor or its assignees so as to bring the after tax yield on any Lease to the same level as the Lessor or its assignees would attain if the transaction continued to be tax-exempt. (f) Lessee has never non -appropriated funds under an agreement similar to this Agreement. (g) Lessee will submit to the Secretary of the Treasury an information reporting statement as required by the Code with respect to each Lease. (h) Upon request by Lessor, Lessee will provide Lessor with current financial statements, reports, budgets or other relevant fiscal information. (i) Lessee shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et. seq. as amended and supplemented. Q) Lessee presently intends to continue each Lease for the Original Term and all Renewal Terms as set forth on Exhibit "B" to the Schedule relating thereto. The official of Lessee responsible for budget preparation will include in the budget request for each Budget Year the Rental Payments to become due in such Budget year, and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Rental Payments coming due therein. Lessee reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose. Section 2.02. Escrow Agreement. In the event both Lessor and Lessee mutually agree to utilize an escrow account, then immediately following the execution and delivery of any Schedule, Lessor and Lessee agree to execute and deliver and to cause an escrow agent to execute and deliver an escrow agreement. Such Lease shall take effect only upon execution and delivery of the escrow agreement by the parties thereto. Lessor shall deposit or cause to be deposited with the escrow agent for credit to an equipment acquisition fund the sum specified in such Schedule which shall be held, invested and disbursed in accordance with the escrow agreement. III. Acquisition of Equipment, Rental Payments and the Purchase Option Price Section 3.01. Acquisition: Lessee shall advise Lessor of its desire to lease Equipment and of the desired lease terms. Upon agreement by Lessor and Lessee as to the lease of such Equipment and such terms, Lessee shall be solely responsible for the ordering of the Equipment and the delivery and installation thereof. Lessor shall furnish to Lessee a Schedule relating to such Equipment, which shall become effective upon the execution and delivery of such Schedule, all documents contemplated hereby and thereby with respect to such Schedule, and the earlier of Lessee's written acceptance of such Equipment or the deposit into escrow of moneys to pay for such Equipment as provided in Section 2.02. Nothing herein shall obligate Lessor to lease any Equipment to Lessee until Lessor shall have concurred in writing to the lease of such Equipment. Section 3.02. Rental Payments. Lessee shall promptly pay Rental Payments under each Schedule, from any and all legally available funds, exclusively to Lessor or its assignees, in lawful money of the United States of America. The Rental Payments shall be sent to the location specified by the Lessor or its assignees. The Rental Payments shall constitute a current expense of the Lessee and shall not constitute an indebtedness of the Lessee. Lessor shall have the option to charge interest at the highest lawful rate on any Rental Payment received later than the due date. The Rental Payments will be payable without notice or demand. Section 3.03. Rental Pavments Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE. Section 3.04. Purchase Option Price. With respect to each Schedule, upon 30 days written notice, Lessee shall have the option to pay, in addition to any Rental Payment due thereunder, the corresponding Purchase Option Price which is listed on the same line on Exhibit B to such Schedule. If Lessee chooses this option and pays the Purchase Option Price to Lessor then Lessor will transfer any and all of its rights, title and interest in the Equipment subject to such Lease to Lessee. Section 3.05. Lease Term. The Lease Term of each Lease shall be the Original Term and all Renewal Terms thereunder until all the Rental Payments due thereunder are paid as set forth in the applicable Schedule except as provided under Section 4.01 and Section 9.01 below. If, after the end of the budgeting process which occurs at the end of the Original Term or any Renewal Term, Lessee has not terminated a Lease pursuant to Section 4.01 hereof then the Lease Term for such Lease shall be extended into the next Renewal Term and the Lessee shall be obligated to make the Rental Payments that come due during such Renewal Term. Section 3.06. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION, OPERATION, POSSESSION, STORAGE OR USE OF THE EQUIPMENT BY LESSEE. IV. Non -Appropriation Section 4.01. Non-ADnronriation. If insufficient funds are available in Lessee's budget for the next Budget Year to make the Rental Payments for the next Renewal Term under any Lease, then Lessee shall have the option to non -appropriate the funds to pay the Rental Payments for the next Renewal Term with respect to such Lease. Lack of a sufficient appropriation shall be evidenced by the passage of an ordinance or resolution by the governing body of Lessee specifically prohibiting Lessee from performing its obligations under such Lease for a designated Budget Year and all subsequent Budget Years. If Lessee chooses this option, then all obligations of the Lessee under such Lease regarding Rental Payments for all remaining Renewal Terms shall be terminated at the end of the then current Original Term or Renewal Term without penalty or liability to the Lessee of any kind provided that if Lessee has not delivered possession of the Equipment subject to such Lease to Lessor as provided herein and conveyed to Lessor or released its Interest in such Equipment by the end of the last Budget Year for which Rental Payments were paid, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments thereafter coming due under Exhibit 'B" to the Schedule for such Lease which are attributable to the number of days after such Budget Year during which Lessee fails to take such actions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Lessee shall immediately notify the Lessor as soon as the decision to non -appropriate is made. If such non -appropriation occurs, then Lessee shall deliver the Equipment to Lessor or to a location designated by Lessor at Lessee's expense. Lessee shall be liable for all damage to the Equipment other than normal wear and tear. If Lessee fails to deliver such Equipment to Lessor, then Lessor may enter the premises where such Equipment is located and take possession of the Equipment and charge Lessee for costs incurred. V. Insurance, Damage, Insufficiency of Proceeds, Lessee Negligence Section 5.01. Insurance. Lessee shall maintain both casualty insurance and liability insurance at its own expense with respect to the Equipment. Lessee shall be solely responsible for selecting the insurer(s) and for making all premium payments and ensuring that all policies are continuously kept in effect during the term of any Lease. Lessee shall provide Lessor with a Certificate of Insurance, which lists the Lessor and/or assigns as a loss payee and an additional insured on the policies with respect to the Equipment. (a) Lessee shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Option Price of the Equipment. Alternatively, Lessee may insure the Equipment under a blanket insurance policy or policies. (b) The liability insurance shall insure Lessor from liability and property damage in any form and amount satisfactory to Lessor. (c) Provided that, with Lessor's prior written consent, Lessee may self -insure against the risks described in (a) and (b) above. Lessee shall furnish Lessor evidence of such self-insurance coverage throughout each Lease Term. Lessee shall not materially modify or cancel such self-insurance coverage without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification. (d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Lessor and its assignees are named additional insured and loss payees and that all losses are payable to Lessee and Lessor or its assignees as their interests may appear. Each policy issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty 30 days advance notice to Lessor or its assignees. Lessee shall furnish to Lessor certificates evidencing such coverage throughout each Lease Term. Section 5.02. Damage to or Destruction of Equipment. Lessee assumes the risk of loss or damage to the Equipment. If the Equipment or any portion thereof is lost, stolen, damaged, or destroyed by fire or other casualty, Lessee will immediately report all such losses to all possible insurers and take the proper procedures to attain all insurance proceeds. At the option of Lessor, Lessee shall either (1) apply the Net Proceeds to replace, repair or restore the Equipment or (2) apply the Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03, the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof. Section 5.03. Insufficiencv of Net Proceeds. If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement of the Equipment, then Lessee shall, at the option of Lessor, either complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or apply the Net Proceeds to the Purchase Option Price and pay the deficiency, if any, to the Lessor. Section 5.04. Lessee Negligence. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Equipment and for injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property or the property of others including, without limitation, liabilities for loss or damage related to the release or threatened release of hazardous substances under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act or similar or successor law or any state or local equivalent now existing or hereinafter enacted which in any manner arise out of or are incident to any possession, use, operation, condition or storage of any Equipment by Lessee which is proximately caused by the negligent conduct of Lessee, its officers, employees and agents. Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses including reasonable attorneys' fees of whatsoever kind and nature, imposed on, incurred by or asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding, based in whole or in part upon the negligent conduct of Lessee, its officers, employees and agents, to the maximum extent permitted by law. VI. Title and Security Interest Section 6.01. Title. Title to the Equipment shall vest in Lessee when Lessee acquires and accepts the Equipment. Title to the Equipment subject to a Lease will automatically transfer to the Lessor in the event Lessee non -appropriates under Section 4.01 with respect to such Lease or in the event Lessee defaults under Section 9.01 with respect to such Lease. In either of such events, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title to the Equipment subject to such Lease to Lessor. Section 6.02. Security Interest. To secure the payment of all Lessee's obligations under each Lease, Lessee hereby grants to Lessor a security interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit "A" to each Schedule. The security interest established by this section includes not only all additions, attachments, repairs and replacements to the Equipment but also all proceeds therefrom. Lessee agrees that Lessor or its assignee may execute such additional documents including financing statements, affidavits, notices, and similar instruments, for and on behalf of Lessee which Lessor deems necessary or appropriate to protect Lessor's interest in the Equipment and in this Agreement and each Lease. Lessee authorizes Lessor to record such documentation as necessary for Lessor to perfect its security interest. Section 6.03. Personal Propertv. The Equipment is and shall at all times be and remain personal property notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building thereon or attached in any manner to what is permanent by means of cement, plaster, nails, bolts, screws or otherwise. VII. Assignment Section 7.01. Assignment by Lessor. All of Lessor's rights, title and/or interest in and to each Lease may be assigned and reassigned in whole or in part to one or more assignees or sub -assignees (including a registered owner for lease participation certificates) by Lessor at any time without the consent of Lessee. No such assignment shall be effective as against Lessee until the assignor shall have filed with Lessee written notice of assignment identifying the assignee. Lessee shall pay all Rental Payments due under each Lease to or at the direction of Lessor or the assignee named in the notice of assignment. Any assignee's rights shall be free from all defenses, set -offs or counterclaims which Lessee may be entitled to assert against Lessor, and Lessor's obligations hereunder and under each Lease shall not be binding on any assignee or sub -assignees. Lessee shall keep a complete and accurate record of all such assignments. Section 7.02. Assignment by Lessee. None of Lessee's right, title and interest under this Agreement, each Lease and in the Equipment may be assigned by Lessee unless Lessor approves of such assignment in writing before such assignment occurs and only after Lessee first obtains an opinion from nationally recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation. Vill. Maintenance of Equipment Section 8.01. Lessee shall keep the Equipment in good repair and working order. Lessor shall have no obligation to inspect, test, service, maintain, repair or make improvements or additions to the Equipment under any circumstances. Lessee will be liable for all damage to the Equipment, other than normal wear and tear, caused by Lessee, its employees or its agents. Lessee shall pay for and obtain all permits, licenses and taxes necessary for the installation, operation, possession, storage or use of the Equipment. If the Equipment includes any titled vehicles, then Lessee is responsible for obtaining such titles from the State and also for ensuring that Lessor is listed as first lien holder on all of the titles. Lessee shall not use the Equipment to haul, convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et, seq. Lessee shall not during the term of this Agreement create, incur or assume any levies, liens or encumbrances of any kind with respect to the Equipment except those created by this Agreement. The Equipment is and shall at all times be and remain personal property. Lessee shall allow Lessor to examine and inspect the Equipment at all reasonable times. IX. Default Section 9.01. Events of Default defined. The following events shall constitute an "Event of Default" with respect to a Lease: (a) Failure by Lessee to pay any Rental Payment listed on Exhibit "B" to the Schedule for fifteen 15 days after such payment is due according to the Payment Date listed on Exhibit "B". (b) Failure to pay any other payment required to be paid under this Agreement and the Schedule at the time specified herein and therein and a continuation of said failure for a period of fifteen 15 days after written notice by Lessor that such payment must be made. If Lessee continues to fail to pay any payment after such period, then Lessor may, but will not be obligated to, make such payments and charge Lessee for all costs incurred plus interest at the highest lawful rate. (c) Failure by Lessee to observe and perform any warranty, covenant, condition, promise or duty under this Agreement or the Schedule for a period of thirty 30 days after written notice specifying such failure is given to Lessee by Lessor, unless Lessor agrees in writing to an extension of time. Lessor will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Lessee. Subsection (c) does not apply to Rental Payments and other payments discussed above. (d) Any statement, material omission, representation or warranty made by Lessee in or pursuant to this Agreement or the Schedule which proves to be false, incorrect or misleading on the date when made regardless of Lessee's intent and which materially adversely affects the rights or security of Lessor under this Agreement or the applicable Schedule. (e) Any provision of this Agreement or the Schedule which ceases to be valid for whatever reason and the loss of such provision, would materially adversely affect the rights or security of Lessor. (f) Lessee admits in writing its inability to pay its obligations. Lessee defaults on one or more of its other obligations. Lessee applies or consents to the appointment of a receiver or a custodian to manage its affairs. Lessee makes a general assignment for the benefit of creditors. Section 9.02. Remedies on Default. Whenever any Event of Default exists with respect to any Lease, Lessor shall have the right to take one or any combination of the following remedial steps: (a) With or without terminating the Lease, Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the end of the then current Budget Year to be immediately due and payable. (b) With or without terminating the Lease, Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment subject thereto to Lessor to a location specified by Lessor. Such delivery shall take place within 15 days after the event of default occurs. If Lessee fails to deliver such Equipment, Lessor may enter the premises where such Equipment is located and take possession of such Equipment and charge Lessee for cost incurred. Notwithstanding that Lessor has taken possession of such Equipment, Lessee shall still be obligated to pay the remaining Rental Payments under the Lease due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to such Equipment caused by Lessee or its employees or agents. (c) Lessor may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights. Section 9.03. No Remedv Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof, X. Miscellaneous Section 10.01. Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing. Section 10.02. Binding Effect. This Agreement and each Schedule shall inure to the benefit of and shall be binding upon Lessee and Lessor and their respective successors and assigns. Section 10.03. Sever abilitv. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 10.04. Amendments, Addenda, Changes or Modifications. This Agreement and each Lease may be amended, added to, changed or modified by written agreement duly executed by Lessor and Lessee. Section 10.05. Execution in Counterparts: Electronic Execution. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. Each party hereby acknowledges and agrees that this Agreement constitutes an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile, .pdf and DocuSign) and shall be considered original signatures for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. For purposes hereof, "Electronic Record" and "Electronic Signature" shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time." Section 10.06. Captions. The captions or headings in this Agreement do not define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 10.07. Entire Writing. This Agreement and all Schedules executed hereunder constitute the entire writing between Lessor and Lessee. No waiver, consent, modification or change of terms of this Agreement or any Lease shall bind either party unless in writing and signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, conditions, or warranties, express or implied, which are not specified herein regarding this Agreement or any Lease or the Equipment leased thereunder. Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement or any Lease will not be binding on Lessor and will not apply to this Agreement or any Lease. Section 10.08. Jurisdiction and Venue. Lessee irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in New York, over any suit, action or proceeding arising out of or relating to this Agreement. Lessee irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. Lessee hereby consents to any and all process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and certified mail, postage prepaid, return receipt requested, to the Lessee's address shown in this Agreement or as notified to the Lessor and (ii) by serving the same upon the Lessee in any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon Lessee. Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives listed below. Lessee: City of Fort Worth Lessor: Lease rI �J01Servicing Center, Inc. dba "��f���'lr:Ye a�1 By: By: Christopher J Caulvati(Aug 29, 2025 08.09 41 CD 1) Typed: Dana Burghdo Print: Christopher J Canavati Title: Assistant City Manager Title: Sec/Treas Date: D I V ] w Date: 08/29/2025 to EXHIBIT A DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT RE: Master Lease Purchase Agreement dated as of 6/25/2025 between Lease Servicinq Center, Inc. dba NCL Government Capital (Lessor) and Citv of Fort Worth (Lessee) and Schedule No. 001 thereto dated as of June 25, 2025. Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable: Quantity VIN #/Serial Number Type, Make, Model 264 2025 Club Car Tempo Gas Golf Cart EQUIPMENT LOCATION Complete only if equipment will not be located at Lessee's address BILLING ADDRESS GARAGING ADDRESS 100 Fort Worth Trail Fort Worth, TX 76102 Rockwood Park Golf Course - 1851 Jacksboro Hwy, Fort Worth, TX 76114 Meadowbrook Golf Course — 1815 Jenson Rd, Fort Worth, TX 76112 Pecan Valley Golf Course — 6400 Pecan Valley Dr, Fort Worth, TX 76132 Lessee authorizes Lessor or its assigns to insert or modify, if needed, the Vehicle Identification Number ("VIN"), or Serial Number, in the above description of the Equipment to correspond to the final delivered and accepted Equipment as shown on the respective invoice or other supporting documents. Lessee: City of Fort Worth Lessor: Lease Servicing Center, Inc. dba NCL Government Capital ChkikovheY t7 Capra ilati By:ywa By. Ch,Dto 1h J C,1nJv Li (Au 29. 2025H 09:41 CDT) Typed: Dana Burghdo f Print: Christop;her J Canavati Title: Assistant City Manager Title: Sec/Treas Z� /'%_! 08/29/2025 Date: Date: � r - A EXHIBIT B SCHEDULE OF PAYMENTS Interest Rate = 5.997% Amount Financed = $1,797,840.00 Start Date = 06/27/2025 Number Date Payment Interest Principal Purchase Option* 1 10/15/2025 $333,302.75 $32,942.22 $300,360.53 N/A 2 10/15/2026 $333,302.75 $89,799.20 $243,503.55 $1,291,595.20 3 10/15/2027 $333,302.75 $75,197.05 $258,105.70 $1,025,746.33 4 10/15/2028 $333,302.75 $59,719.25 $273,583.50 $743,955.32 5 10/15/2029 $765,600.00 $43,313.28 $722,286.72 $0.00 *Assumes that all rental payments and other amounts due on and prior to that date have been paid. Lessee: City of Fort Worth BY: TYPED: Dana Burg doff TITLE: Assistant City Manager DATE: 0 1qg) 7,1�, - 51 EXH1g�T E M&G . 25.0846 Official site of the City of Fort Woith, Texas CITY COUNCIL AGENDA FURTN'4'URTII Create New From This M&C REFERENCE **M&C 25- 80AMEND 13P COOP DATE: 8/26/2025 NO.: 0806 LOG NAME: GOLF CART LEASE PARD JJ CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Rescind Mayor and Council Communication 25-0576 and Authorize Execution of Cooperative Agreements Using Sourcewell Cooperative Contracts for the Purchase of 264 Golf Carts from Club Car LLC, with Financing through NCL Goverment Capital, an Affilate of Lease Servicing Center, Inc. for 48 Months in an Amount Up to $1,333,211.00, with a One -Time Balloon Payment of $765,600.00 Due at the End of the Term, for a Total Obligation of $2,098,811.00 and with Club Car, LLC for Maintenance and Repair Services in an Amount Up to $425,000.00 for 48 Months for the Park & Recreation Department RECOMMENDATION: It is recommended that the City Council: 1. Rescind Mayor and Council Communication 25-0576; 2. Authorize the execution of a cooperative agreement with Club Car, LLC using Sourcewell Cooperative Contract No. 091024-CCR for the purchase of 264 Golf Carts; 3. Authorize the execution of a cooperative agreement with NCL Government Capital, an affiliate of Lease Servicing Center, Inc. using Sourcewell Cooperative Contract No. 092424- NCL for 48-month financing for 264 Club Car Golf Carts in an amount up to $1,333,211.00, with a one time balloon payment of $765,600.00 due at the end of the term, for a total amount of $2,098,811,00; and 4. Authorize the execution of a cooperative agreement with Club Car, LLC using Sourcewell Cooperative Contract No. 091024-CCR for maintenance and repair services for an amount up to $425,000.00 for 48 months for the Park & Recreation Department. DISCUSSION: On June 24, 2025, City Council approved Mayor and Council Communication (M&C) 25-0576, authorizing the use of cooperative contracts with NCL Government Capital, an affiliate of Lease Servicing Center, Inc., under Sourcewell Cooperative Contract No. 092424-NCL, for the purpose of financing the purchase of 264 Club Car golf carts for use at the City's municipal golf courses. The purchase from Club Car, LLC and the balloon payment due at the end of the 48-month financing term was not included in the total authorization amount approved in M&C 25-0576, Additionally, the characterization of the transaction in M&C 25-0576 was of a lease instead of a purchase with financing. Accordingly, this M&C is submitted to replace M&C 25-0576 and clarify and correct the details associated with this procurement, and reflects a total amount of $2,098,811.00, which includes both the financed amount of $1,333,211.00 and a one-time balloon payment of $765,600.00 due at the conclusion of the term. At the request of the Park & Recreation Department (PARD), the Purchasing Division procured agreements for a golf cart procurement, from Club Car, LLC through using Sourcewell Cooperative Contract No.091024-CCR with financing through NCL Government Capital, an affiliate of Lease Servicing Center, Inc., using Sourcewell Cooperative Contract No. 092424-NCL. Additionally, the Purchasing Division procured a separate agreement with Club Car, LLC for maintenance and repairs, using Sourcewell Cooperative Contract No.091024-CCR. The 264 golf carts will be rented to patrons and utilized by golf course staff at the Pecan Valley Golf Course, Rockwood Park Golf Course, and Meadowbrook Golf Course. It is anticipated that the execution of the agreements and the delivery of all golf carts will occur before Meadowbrook reopens in October 2025. The City will enter into a 48-month finance agreement with annual payments of $333,302.75 and a one-time documentation and processing fee of $500.00, resulting in a total lease obligation of $1,333,211.00. The agreement carries an annual interest rate of 5.99\%. The total cost of the golf carts is $2,098,811.00, with a remaining principal balance of $765,600.00 at the end of the 48-month term. Payments will be funded through the Municipal Golf annual operating budget. Treasury has reviewed the terms of the finance agreement and find them to be fair and reasonable, noting that the structure accommodates operational flexibility, albeit with a modest premium embedded in the rate. As the authorized dealer for Club Car, LLC in Tarrant County, Metro Golf Cars has agreed to make a final balloon payment of $765,600.00 on the City's behalf, should the City choose not to purchase the carts at the end of the term. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies state laws requiring that the local government seek competitive bids for the purchase of the item. Sourcewell cooperative contracts have been competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. (add sourcewell info for the purchase) Sourcewell Cooperative Contract No. 092424- NCL was published on August 8, 2024, and August 13, 2024. The responses were opened on September 24, 2024. The contract was awarded on November 19, 2024. Sourcewell Cooperative Contract No. 091024-CCR was published on July 23, 2024, and July 30, 2024. The responses were opened on September 10, 2024. The contract was awarded on December 3, 2024. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS AND RENEWAL OPTIONS: The term of the City's agreement will commence on the date of receipt of golf carts, estimated to be in August 2025, for a term of 48 months. The maintenance and repair cooperative agreement using Sourcewell Cooperative Contract for up to four (4) one-year renewal with Club Car, LLC. This action does not require City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. Funding is budgeted in the General Operating & Maintenance category within the Municipal Golf Fund for the purpose of making the necessary payments associated with the golf carts. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATIONXERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations funds are available in the current operating budget, as previously appropriated, and upon adoption of future Fiscal Years' Budget by the City Council, funds will be available in future Fiscal Year's Operating Budget, as appropriated, in the Municipal Golf Fund. Prior to an expenditure being incurred, the Park & Recreation Department has the responsibility to validate the availability of funds. TO Fund I Department I Account I Project I Program I Activity I Budget I Reference # Amount ID ID Year (Chartfield 2) � i FROM I Fund I Department I Account I Project I Program I Activity I Budget I Reference # I Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office bv: Dana Burghdoff (8018) Oriqinatinq Department Head: Dave Lewis (5704) Additional Information Contact: ATTACHMENTS 1295 FW (1).PDF (CFW Internal) 1295 FW (2).PDF (CFW Internal) 13P COOP GOLF CART LEASE PARD JJ FUNDS AVAILABILITY.PDF (CFW Internal) 13P COOP GOLF CART LEASE PARD JJ UPDATED FID 6.9.25.XLSX (CFW Internal) 2025 CITY OF FORT WORTH CART LEASE METRO GOLF CARTS.PDF (Public) AMORTIZATION SCHEDULE.PDF (CFW Internal) CITY OF FORT WORTH QUOTE - 2025-06-09T19-14-32.PDF (CFW Internal) CLUB CAR - SAMS.PDF (CFW Internal) Club Car Lease Proposal 2025 edited3.0f (CFW Internal) SAMS - NCL.JPG (CFW Internal) SOS - NCL .JPG (CFW Internal) TX FORM 1295.PDF (CFW Internal) EXHIBIT G SELF INSURANCE LETTER FORTWORTH Fiscal Year October 1, 2024 - September 30, 2025 RE: Documentation of Insurance City of Fort Worth Self -Funded Insurance Program To Whom It May Concern: Please accept this letter as proof of the City of Fort Worth's insurance program. The City of Fort Worth is a government organization bound by Texas laws and statutes. The City funds its own insurance program. As a self -funded entity, the City does not obtain a commercial policy to cover the following risks: general liability, or automobile liability. The City of Fort Worth will pay for losses directly, rather than through commercial insurance. To the extent applicable, as a self -insured entity, the City provides statutory worker's compensation coverage for both medical and indemnity. The City of Fort Worth's retained risk is capped $2,000,000 for General Employees and $3,000,000 for Civil Service Employees (Police and Fire). The City of Fort Worth does purchase an insurance policy that sits in excess to this self -insured retention. This insurance provides workers compensation coverage at the maximum limit of indemnity per occurrence as statutorily required. This policy also provides Employer's Liability coverage with a limit of $1,000,000. The City of Fort Worth Fire and Extended Coverage Program does purchase coverage for city -owned property through the purchase of a commercial insurance policy. If you have any questions about the City of Fort Worth's insurance program, please contact Richard Jones at the above address, call 817-392-7790, or email rchard.jones@fortworthtexas.gov. Sincerely, Risk Management FINANCIAL MANAGEMENT SERVICES DEPARTMENT RISK MANAGEMENT DIVISION CITY OF FORT WORTH 100 FORT WORTH TRAIL, FORT WORTH, TEXAS 76102 OFFICE (817) 392-7790 *FAX (817) 392-5874 NOTICE OF ASSIGNMENT AND LETTER OF DIRECTION Lease Servicina Center, Inc. dba NCL Government Capital ("Lessor") hereby gives notice to Citv of Fort Worth ("Lessee") that it has assigned all of its rights to receive payments under the Master Lease Purchase Agreement dated June 25, 2025, Schedule No. 001 as set out in Section 7.01, and in any of the Equipment now or hereafter leased thereunder, including without limitation all amounts of rent, insurance, and condemnation proceeds, indemnity or other payment proceeds due to become due as a result of the sale, lease of other disposition of the Equipment, all rights to receive notices and give consents and to exercise the rights of the Lessor under the Lease, and all rights, claims and causes of action which Assignor may have against the manufacturer or seller of the Equipment in respect of any defects therein. This Master Lease Purchase Agreement requires 4 annual pavments of $333,302.75 and 1 payment of $765,600.00. As of the date of the assignment, 4 annual pavments of $333,302.75 and 1 pavment of $765,600.00 remain on the contract and should be forwarded to the assignee at the following address: "ASSIGNEE" Santander Bank, N.A. P. O. Box 847386 Boston, MA 02284-7386 1-800-238-4009 FEIN:23-1237295 * Please list the following as lien holder on vehicle titles: Santander Bank, N.A. 3 Huntington Quadrangle, #10IN Melville, NY 11747 Any assigned payments received by Lessor are received in trust for assignee and will be immediately delivered to Assignee. LEASE SERVICING CENTER, INC. DBA NCL GOVERNMENT CAPITAL (Lessor/Assignor) Utnf ovhel-,7 CaglyvaU BY: Christopher J Can Jvati(Aug 29, 202508:09:41 CDT) PRINT: Christop;her J Canavati TITLE: Sec/Treas DATE: 08/29/2025 CITY OF FORT WORTH (Lessee) BY: TYPED: Dana Burghdoff TITLE: Assistant City Manager DATE: Internal Escrow Letter 6/25/2025 Lease Servicing Center, Inc. dba NCL Government Capital AOIA 510 22"d Ave E., Ste. 501 Alexandria, MN 56308 RE: Schedule No. 001 dated June 25, 2025, to Master Lease Purchase Agreement dated as of 6/25/2025 (the "Lease"), between Citv of Fort Worth (Lessee) and Lease Servicing Center Inc. dba NCL Government Capital (Lessor), concurrently assigned to Lease Servicing Center, Inc. dba NCL Government Capital AOIA ("Assianee"). Ladies and Gentlemen: We have entered into the above referenced Lease for the purpose of financing the equipment listed in Attachment # 1 (the "Equipment") in the amount of $1,797,840.00 (the "Financed Amount"). Lessee hereby requests that Lessor retain $1,797,840.00 (the "Retained Amount"). Lessee further requests that Lessor hold the Retained Amount in an internal escrow pending Lessor's receipt of confirmation from Lessee that the Equipment has been delivered, inspected and accepted for all purposes by the Lessee and that payment can be remitted to the vendor of such Equipment. There will be no separate escrow fee charged to Lessee for internally escrowing the Retained Amount. Lessee understands and agrees that interest shall accrue on the entire Financed Amount as of the date hereof, and further understands and agrees that any interest earned on the Retained Amount shall be paid to Lessor in consideration of managing the internal escrow account. Lessee acknowledges that Lessor may commingle the Retained Amount held by Lessor for the benefit of Lessee with other funds held by Lessor for its own account, so long as Lessor maintains segregation of such amounts on the books and records of Lessor. Sincerely, Lessee: City of Fort Worth BY: V(k TYPED: Dana Burgh TITLE: Assistant City Manager DATE: 3/ ,E /zsr Internal Escrow Letter Attachment #1 Quantity Year Make Type/Style/Model VINISerial Number Price 264 2025 Club Car 2025 Club Car Tempo Gas Golf Cart $1,797,840.00 Total Cost: $1,797,840.00 Down Payment $0 Total Amount Financed $1,797,840.00 EXHIBIT H LESSEE CERTIFICATE RE: Master Lease Purchase Agreement dated as of 6/25/2025 between Lease Servicing Center, Inc. dba NCL Government Caoital (Lessor) and Citv of Fort Worth (Lessee) and Schedule No. 001 thereto dated as of June 25, 2025. I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above referenced Master Lease Purchase Agreement (the "Lease"). I hereby certify that: Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Budget Year of Lessee, and such moneys will be applied in payment of all Rental Payments due and payable during such current Budget Year. The governing body of Lessee has approved the authorization, execution and delivery of the Lease on its behalf by the authorized representative of Lessee who signed the Lease. During the term of the Lease, the Equipment will be used for essential governmental functions. Such functions are: Golf carts will be utilized by patrons at municipally owned golf courses. 4. The source of funds (fund Item in budget) for the Rental Payments that come due under Exhibit B of this Lease is as follows: Funded by the City of Fort Worth Municipal Golf Fund Lessee reasonably expects and anticipates that adequate funds will be available for all future Rental Payments that will come due under Exhibit B because: Funding will be requested during the annual budget preparation process and allocated upon approval from Mayor and City Council Lessee: City of Fort Worth BY: tv��AM` TYPED: Dana Bu hdoff TITLE: Assistant City Manager DATE: �/ Z45 hs- H EXHIBIT C-1 PAYMENT REQUEST AND PARTIAL ACCEPTANCE CERTIFICATE RE: Master Lease Purchase Agreement dated as of June 25, 2025, between Lease Servicing Center, Inc. dba NCL Government Capital (Lessor) and Citv of Fort Worth (Lessee) and Schedule No. 001 thereto. I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above referenced Master Lease Purchase Agreement and Schedule No. 001 (the "Lease"). I hereby certify that: 1. The Equipment described below (comprising part of the Equipment described on Lease Exhibit A) has been delivered and installed in accordance with Lessee's specifications and Lessee hereby requests and authorizes Lessor to disburse, or direct the escrow agent to disburse, to Lessee or the vendor described below net proceeds of the Lease in the amount specified by wire transfer or by check. Such amount has not formed the basis for a previous request for payment. 2. Lessee has conducted such inspection and/or testing of such Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts such Equipment for all purposes. 3. Rental Payments are due and owing as set forth in Exhibit B to the Lease. 4. Lessee has obtained insurance coverage as required under the Lease. 5. Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with respect to the Equipment and the Rental Payments. 6. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof. Quantity Year Make 264 2025 Club Car Type/Style/Model VIN/Serial Number Price 2025 Club Car Tempo Gas Golf Cart 1,797,840.00 Total Cost: $1,797,840.00 Down Payment $0 Total Amount Financed $1,797,840.00 Vendor Name and Address: Club Car LLC 4125 Washington Road Evans, GA 30809 Vendor Federal ID Number: Lessee: City Qff Fort Worth BY: VLIA TYPED: Dana Burg doff TITLE: Assistant City Manager DATE: <&*/2g: /-15- EXHIBIT C-2 FINAL ACCEPTANCE Re: Master Lease Purchase Agreement dated as of 6/2512025, between Lease Servicing Center, Inc. dba NCL Government Caoital (Lessor) and Citv of Fort Worth (Lessee) and Schedule No. 001 thereto. I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority by the Governing Body of Lessee to sign this Final Acceptance Certificate with respect to the above referenced Master Lease Purchase Agreement and Schedule No. 001 (the "Lease"). I hereby certify that: 1. All Equipment described on Exhibit A has been delivered and installed in accordance with Lessee's specifications and Lessee hereby requests and authorizes Lessor to direct the escrow agent to apply the remaining net proceeds of the Lease to Lessee's next Rental Payment due. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Rental Payments with respect to such Equipment are due and owing as set forth in Exhibit B to the Lease. 4. Lessee has obtained insurance coverage as required under the Lease. 5. Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with respect to the Equipment and the Rental Payments, 6. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof. Lessee: City of Fort Worth BY: &6 TYPED: Dana B"doffff TITLE: Assistant City Manager DATE: �/ 1i�i / Z.- ADDENDUM TO MASTER LEASE PURCHASE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND LEASE SERVICING CENTER, INC. DB/A NCL GOVERNMENT CAPITAL This Addendum ("Addendum") to the Master Lease Purchase Agreement ("Agreement" or "Lease") is entered into by and between Lease Servicing Center, Inc. DB/A NCL Government Capital ("Lessor") and the City of Fort Worth ("Lessee"), collectively the "parties." The contract documents shall include the following: 1. The Master Lease Purchase Agreement 2. Exhibit A — Description of Equipment of Lease Agreement 3. Exhibit B — Payment Schedule 4. Exhibit E - M&C 5. Exhibit G — Self -Insurance Letter 6. Exhibit H — Lessee Certificate 7. Notice of Assignment and Letter of Direction 8. Internal Escrow Letter 9. Internal Escrow Letter- Attachment #1 10. Lease Payment Instructions 11. Exhibit C-1— Payment Request and Partial Acceptance Certificate 12. Exhibit C-2 — Final Acceptance 13. This Addendum Notwithstanding any language to the contrary in the attached Agreement or documents, the parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: Fiscal Funding Limitation. Notwithstanding any language to the contrary in the attached Agreement or documents, in the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then Lessee will immediately notify Lessor of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriation were received without penalty or expense to the Lessee, except to the portions of annual payments herein agreed upon and for which funds shall have been appropriated, provided that Lessee shall be responsible for delivering the Equipment to Lessor and Lessee shall be responsible for any damage to the Equipment as provided for in Section 4.01 of the Agreement. To the extent any language in the attached Agreement or documents conflicts with this provision, Lessee objects to such terms and such terms are hereby deleted from the Agreement and shall have no force or effect. 2. Law and Venue. Section 10.08 of the Lease is deleted and restated in its entirety to read as follows: This Agreement and the rights and obligations of the parties hereto shall be Addendum the State of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, Lessee objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Sovereign Immunitv. Nothing in the attached Agreement or documents constitutes a waiver of Lessee's sovereign immunity beyond the waiver provided for under Texas Local Government Code Section 271.152. Except as set forth in the foregoing, to the extent the Agreement requires Lessee to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 4. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of Lessee hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, Lessee shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. The parties expressly acknowledge that Lessee's authority to indemnify or hold harmless any party is governed by Article 11, § 5 of the Texas Constitution, and that any provision in the attached Agreement or documents that purports to require indemnification of any party by Lessee is invalid. Nothing in the Agreement or documents shall require that the City incur debt, assess or collect funds, or create a sinking fund. 5. Insurance. Section 5.01 of the Agreement is hereby deleted and restated in its entirety to read as follows: Lessor consents to Lessee's provision of a self-insurance letter, which is attached hereto as Exhibit G. 6. Section 2.01(f) of the Agreement is hereby amended in its entirety to read as follows: (f) Based on the knowledge of current managing officials of Lessee, Lessee has never non -appropriated under an agreement containing similar terms to this Agreement for the purpose of avoiding Lessee's payment obligations. 7. Section 2.010) of the Agreement is hereby amended in its entirety to be and read as follows: 0) Lessee presently intends to continue each Lease for the Original Term and All Renewal Terms as set forth on Exhibit `B" to the Schedule relating thereto. Lessee's Park & Recreation Department will include a request in each fiscal year's budget seeking sufficient funds to meet Lessee's financial obligations in this agreement. 8. The second sentence of Section 4.01 of the Agreement is hereby amended in its entirety to be and read as follows: Lack of sufficient appropriation shall be evidenced by a letter from Lessee to Lessor indicating that the adopted budget does not contain an appropriation for Lessee to meet Lessee's obligations under this Agreement and shall include a copy of Lessee's adopted budget. Addendum 9. Section 6.02 of the Agreement is hereby amended by revising the second sentence to read as follows: The security interest established by this section includes all additions, attachments, repairs, and replacements to the Equipment. 10. The third sentence of Section 6.02 of the Agreement is amended in its entirety to read as follows: Lessee agrees that Lessor or its assignee may execute such additional documents including financing statements, affidavits, notices, and similar instruments, for and on behalf of Lessor which Lessor deems necessary or appropriate to protect Lessor's instruct in the Equipment and in this Agreement and each Lease. 11. Addendum Controlling. If any provisions of the attached Agreement or documents conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation, or ordinance of Lessee, the terms in this Addendum shall control. 12. Immigration and Nationality Act. Lessor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by Lessee, Lessor shall provide Lessee with copies of all I-9 forms and suppoliing eligibility documentation for each employee who performs work under this Agreement to the extent that Lessor is not prohibited from disclosing such information. Lessor shall adhere to all Federal laws as well as establish appropriate procedures and controls so that no services will be performed by any Lessor employee who is not legally eligible to perform such services. 13. No Bovcott of Israel. If Lessor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Lessor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, Lessee is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terns in Chapter 2271 of the Texas Government Code. By signing this Addendum, Lessor certifies that Lessor's signature provides written verification to Lessee that Lessor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 14. Energv Companies. If Lessor is a company with ten or more full-time employees and this Agreement is for $100,000 or more, Lessor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, Lessee is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms in Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Texas Government Code is applicable to this Agreement, by signing this Addendum Lessor certifies that Lessor's signature provides written verification to Lessee that Lessor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Addendum time employees and this Agreement is for $100,000.00 or more, Lessor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, Lessee is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of the contract. The terms "discriminate," "firearm entity," and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Govern Code. To the extent that Chapter 2274 of the Texas Government Code is applicable to this Agreement, by signing this Addendum, Lessor certifies that Lessor's signature provides written verification to Lessee that Lessor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 16. Right to Audit. Lessor agrees that Lessee shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Lessor involving transactions relating to the Agreement. Lessor agrees that Lessee shall have access during normal working hours to all necessary Lessor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Lessee shall give Lessor reasonable advance notice of intended audits. 17. Entire Agreement. The Agreement, including this Addendum, contains the entire understanding and agreement between the Lessee and Lessor as to the matters contained the in Agreement. (signature page follows) Addendum this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: --W Name: Dana BuZID rg off Title: Assistant Ci M Date: APPROVAL RECOMMENDED: By: A�v �9 Name: Dave Lewis Title: Director Park & Recreation Department aw( _,GL .ate By: Kyle lvaClure (Aug 26, 202514:26:01 CDT) Name: Kyle McClure Title: Assistant Director Park & Recreation Department CONTRACTAUTHORIZATION: M&C: 25-0806 Approval Date: 08/26/2025 Form 1295: 2025-1348413 VENDOR: Lease Servicing Center, Inc. D/B/A/ NCL Government Capital Uq�-istonhel-,7 CahavaU Chnst.,Ie, J Can (Aug 29, 2025 08:09:41 CDT) By: Name: Chris Canavati Title: Sec/ Treas Email: chrisc(&,,nclgovcap.com CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 1&41�94ml- By: Name: Matthew Quinn Title: Management Analyst IT Park & Recreation Department APPROVED AS TO FORM AND LEGALITY: i Piz, By: O Name: Trey Qualls Title: Assistant City Attorney ATTEST: vLpq� �p o F poeT�yo�°o By: Name: Jannette Goodall da. aaIlIln�oag�� Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum