HomeMy WebLinkAbout064281 - General - Contract - Community First National BankMASTER EQUIPMENT LEASE PURCHASE AGREEMENT
LESSEE: City of Fort Worth CSC No. 64281
This Master Equipment Lease Purchase Agreement, including all exhibits and attachments hereto (the "Agreement"), dated as of
8/27/2025, and entered into between Community First National Bank 215 S. Seth Child Rd, Manhattan, KS 66502 ("Lessor'), and
City of Fort Worth, 100 Fort Worth Trail, Fort Worth, TX 76102 a body corporate and politic duly organized and existing under the laws of the State of Texas ("Lessee");
RECITALS
WHEREAS, Lessee desires to lease from Lessor certain equipment described in the schedules to this Agreement, substantially in the form of Exhibit A hereto,
that are executed from time to time by the parties hereto (such schedules are hereby Incorporated herein and are hereinafter collectively referred to as the
"Schedules", and the items of equipment leased to Lessee hereunder, together with all substitutions, proceeds, replacement parts, repairs, additions,
attachments, accessories and replacements thereto, thereof or therefore, are hereinafter collectively referred to as the "Equipment") subject to the terms and
conditions of and for the purposes set forth in this Agreement.
WHEREAS, the relationship between the parties shall be a continuing one and items of equipment may be added to or deleted from the Equipment from time
to time by execution of additional Schedules by the parties hereto and as otherwise provided herein.
WHEREAS, Lessee Is authorized under the constitution and laws of the State to enter Into this Agreement for the purposes set forth herein.
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows:
ARTICLE I. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE
Section 1.01. Lessee represents. covenants and warrants. for the benefit of Lessor and its assignees. as follows with respect to each separate Lease and related
Schedule:
(a)Lessee is a public body, corporate and poll tic, duly organized and existing under the Constitution and laws of the State.
(b)Lessee will do or cause to be done all things necessary to preserve and keep in full force and affect Its existence as a body corporate and polltlc. Lessee
is a political subdivision of the State within the meaning of Section 103(a) of the Code or a constituted authority authorized to issue obligations on behalf
of a state or local governmental unit within the meaning of the regulations promulgated pursuant to said Section of the Code.
(c)Lessee has full power and authority under the Constitution and laws of the State to enter Into the Lease and this Agreement, which is incorporated
therein, and the transactions contemplated thereby and hereby, and to perform all of its obligations thereunder and hereunder.
(d)Lessee has duly authorized the execution and delivery of the Lease and this Agreement, which is incorporated therein, by proper action by its governing
body at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof, or by other appropriate
official approval, and all requirements have been met and procedures have occurred in order to ensure the enforceability thereof and hereof.
(e) Lessee has complied or will comply with such public bidding requirements as may be applicable to the Lease and the acquisition by Lessee of the
Equipment thereunder.
(f) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing one or more essential 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.
(g)During the Lease Term, Lessee will annually provide Lessor with current audited financial statements, budgets and proof of appropriation for the ensuing
fiscal year and such other financial information relating to the ability of Lessee to continue the Lease as may be reasonably requested by Lessor.
(h)The Equipment will have a useful life in the hands of Lessee that is substantially in excess of the Original Term and ail Renewal Terms.
(I)The Equipment is, and during the Lease Term will remain personal property and when subjected to use by the Lessee, will not be or become fixtures.
0)The Equipment is essential to the function of the Lessee and the services provided to its citizens, and will be used throughout the period that the Lease
is in force for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of its authority.
(k)During the term of the Lease, Lessee will not dispose of or sell any part of the Equipment.
(I)Lessee has not terminated a lease, rental agreement, installment purchase contract, or any other such agreement as a result of Insufficient funds being
appropriated for payments due under such an agreement.
(m)The Lease constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except to the extent limited by applicable
bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally.
(n)No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date
hereof.
(o)Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current fiscal year to make the Rental
Payments scheduled to come due during the current fiscal year and to meet its other obligations under the Lease for the current fiscal year, and such
funds have not been expended for other purposes.
(p)There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened
against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefore, wherein an unfavorable decision, ruling or finding would
materially adversely affect the transactions contemplated by the Lease or any other document, agreement or certificate which is used or contemplated
for use In the consummation of the transactions contemplated by the Lease or this Agreement or materially adversely affect the financial condition or
properties of Lessee.
(q)Ail authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of the
Lease or in connection with the carrying out by Lessee of its obligations thereunder have been obtained.
(r)The entering into and performance of the Lease or any other document or agreement contemplated thereby to which Lessee is or Is to be a party will
not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation
of any lien, charge, security interest or other encumbrance on any assets of Lessee or the Equipment pursuant to any indenture, mortgage, deed of
trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided.
(s)The application, statements and credit or financial Information submitted by Lessee to Lessor are true and correct and made to induce Lessor to enter
into the Lease and the related Escrow Agreement, and Lessee has experienced no material change In its financial condition since the date(s) of such
information.
(t)Lessee will pay the excess (if any) of the actual costs of acquiring the Equipment under a Lease over the amount deposited by Lessor In the acquisition
fund, if any, established under any related Escrow Agreement and interest earnings thereon, which excess cost may be paid directly by Lessee or
through an additional financing, subject to approval by Lessor.
(u) The Equipment to be acquired under any Lease will not constitute a replacement, repair, substitution or proceeds of any equipment or personal property
subject to a prior lien or security interest of a third party.
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ARTICLE II. DEFINITIONS
Section 2.01. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreement" means this Master Equipment Lease Purchase Agreement, and any exhibit or attachment made a part hereof by the parties hereto, as the same
may be supplemented or amended from time to time In accordance with the terms hereof.
"Code" means the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations in effect thereunder.
"Commencement Date" means, with respect to any Lease, the date when the Lease Term of this Agreement with respect to that Lease and Lessee's obligation
to pay rent under that Lease commences, which date will be the earlier of (I) the date on which the Equipment listed in the related Schedule is accepted by
Lessee in the manner described In Section 6.01, or (ii) the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an
Escrow Agent.
"Equipment" means the property subject to a Lease, as described in the related Schedule and all replacements, substitutions, repairs, restorations,
modifications, attachments, accessions, additions and improvements thereof or thereto. Whenever reference is made in this Agreement to Equipment listed
In a Schedule, that reference shall be deemed to include all replacements, repairs, restorations, modifications and improvements of or to that Equipment.
"Escrow Agreement" means, with respect to a Lease, an escrow agreement in form and substance satisfactory to Lessor, among Lessee, Lessor and an
escrow agent relating to the acquisition fund created thereunder.
"Event of Default" means, with respect to any Lease, an Event of Default described in Section 10.01.
"Lease" means an individual Schedule and this Agreement, the terms and provisions of which are incorporated into the Schedule, except as provided therein.
"Lease Term" means, with respect to any Lease, the Original Term and all Renewal Terms of that Lease, but ending on the occurrence of the earliest event
specified In Section 3.03.
"Lessee" means the entity which is described in the first paragraph of this Agreement, its successors and assigns.
"Lessor" means, with respect to each Lease, (i) if Lessor's interest in, to and under that Lease has not been assigned pursuant to Section 9.01, the entity
described as such in the first paragraph of this Agreement or its successor, or (ii) if Lessor's interest In, to and under that Lease has been assigned pursuant
to Section 9.01, the assignee thereof or Its successor.
"Net Proceeds" means the amount remaining from the gross proceeds of any Insurance claim or condemnation award after deducting all expenses (including
attorneys' fees) Incurred in the collection of such claim or award.
"Original Term" means, with respect to any Lease, the period from the first Commencement Date for any Schedule under that Lease until the end of the fiscal
year of Lessee in effect at that Commencement Date.
"Purchase Option Price" means, with respect to the Equipment listed on any Schedule, the amount set forth in that Schedule as the Purchase Option Price for
that Equipment.
"Renewal Terms" means, with respect to any Lease, the automatic renewal terms of that Lease, as provided for In Article Ill of this Agreement, each having
a duration of one year and a term co-extensive with the Lessee's fiscal year except the last of such automatic renewal terms which shall end on the due date
of the last Rental Payment set forth in the Schedule.
"Rental Payments" means the basic rental payments payable by Lessee pursuant to Section 4.02.
"Schedule" means any Schedule to this Agreement, entered into In substantially the form of Exhibit A hereto, executed and delivered from time to time by the
parties thereto.
"State" means the state in which Lessee is located.
"Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessee purchased or is purchasing the
Equipment.
ARTICLE Ill. LEASE TERM
Section 3.01. Lease of Equipment. Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment listed
in each Schedule in accordance with this Agreement and that Schedule for the Lease Term for the Lease of which that Schedule is a part. The Lease Term
for each Lease may be continued at the end of the Original Term or any Renewal Term for an additional Renewal Term; provided, however, that at the end of
the Original Term and at the end of each Renewal Term, Lessee shall be deemed to have continued that Lease for the next Renewal Term unless Lessee
shall have terminated that Lease pursuant to Section 4.05 or Section 5.04. The terms and conditions during any Renewal Term shall be the same as the
terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the Schedules. Lessor hereby covenants to provide
Lessee during the Lease Term with quiet use and enjoyment of the Equipment, and Lessee shall during the Lease Term peaceably and quietly have and hold
and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement.
Section 3.02. Continuation of Lease Term. Lessee currently intends, subject to Section 4.05, to continue the Lease Term for each Lease through the Original
Term and all of the Renewal Terms and to pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds in an amount sufficient
to make all Rental Payments during the Lease Term for each Lease can be obtained. The responsible financial officer of Lessee shall do all things lawfully
within his or her power to obtain and maintain funds from which the Rental Payments may be made, Including making provision for the Rental Payments to
the extent necessary in each proposed annual budget submitted for approval In accordance with applicable procedures of Lessee and to exhaust all available
reviews and appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing, the decision whether or not to budget or appropriate
funds or to extend a Lease for any Renewal Term is solely within the discretion of the then current governing body of Lessee.
Section 3.03. Return of Equipment on Termination. Upon expiration or earlier termination of any Schedule under any provision of this Agreement at a time
when Lessee does not exercise its option to purchase the Equipment described In that Schedule under the provisions of this Agreement, Lessee shall deliver,
at Lessee's expense, the Equipment described in that Schedule to Lessor in the same condition as existed at the Commencement Date, ordinary wear and
tear expected, packaged or otherwise prepared in a manner suitable by shipment by truck or rail common carrier at a location specified by Lessor.
Section 3.04. Conditions to Lessor's Performance under Schedules. As a prerequisite to the performance by Lessor of any of Its obligations pursuant to the
execution and delivery of any Schedule, Lessee shall deliver to Lessor the following:
(a)A Lessee Certificate, including resolution executed by the Clerk or Secretary or other comparable officer of Lessee, in substantially the form attached
hereto as Exhibit B, signed and completed to the satisfaction of Lessor;
(b)An Opinion of Counsel to Lessee in substantially the form attached hereto as Exhibit C respecting such Schedule and otherwise satisfactory to Lessor;
(c) All documents, Including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary
or appropriate at that time;(d)Such other items, if any, as are set forth in such Schedule or are reasonably required by Lessor.
This Agreement Is not a commitment by Lessor to enter into any Schedule not currently in existence, and nothing in this Agreement shall be construed to
impose any obligation upon Lessor to enter into any proposed Schedule, ii being understood that whether Lessor enters into any proposed Schedule shall be
a decision solely within Lessor's discretion.
Lessee will cooperate with Lessor In Lessor's review of any proposed Schedule. Without limiting the foregoing, Lessee will provide Lessor with any
documentation or Information Lessor may request In connection with Lessor's review of any proposed Schedule. Such documentation may include, without
limitation, documentation concerning the Equipment and its contemplated use and location and documentation or Information concerning the financial status
of Lessee and other matters related to Lessee.
ARTICLE IV. RENTAL PAYMENTS
Section 4.01. Rental Payments to Constitute a Current Expense of Lessee, Lessor and Lessee understand and Intend that the obligation of Lessee to pay
Rental Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee In contravention of any
applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein
constitute a pledge of the general tax revenues, funds or monies of Lessee.
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Section 4.02. Payment of Rental Payments. Lessee shall pay Rental Payments, from any and all legally available funds, in lawful money of the United States
of America, exclusively to Lessor or, in the event of assignment by Lessor, to its assignee, In the amounts and on the dates set forth in each Schedule. Rental
Payments shall be In consideration for Lessee's use of the Equipment during the applicable year In which such payments are due. The Rental Payments will
be payable without notice or demand at the office of Lessor (or such other place as Lessor may from time to time designate In writing). If any Rental Payment
or other sum payable under any Schedule is not paid when due, Lessee shall pay to Lessor accrued interest on such delinquent amount from the date due
thereof until paid at the lesser of 18% or the maximum rate allowed by law. In the event that ii is determined that any of the Interest components of Rental
Payments may not be excluded from gross income for purposes of federal income taxation, Lessee agrees to pay to Lessor promptly after any such
determination and on the dale of each Rental Payment thereafter an additional amount determined by Lessor to compensate Lessor for the loss of such
excludability (including without limitation, compensation relating to Interest expense, penalties or additions to tax), which determination shall be conclusive
absent manifest error.
Section 4.03. Interest and Principal Components. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each
Rental Payment Is paid as, and represents payment of, principal. Each Schedule will set forth the interest component and the principal component of each
Rental Payment during the Lease Term.
Section 4.04. Rental Payments to be Unconditional. The obligations of Lessee to make payment of the Rental Payments required under this Article IV and
other sections hereof, and to perform and observe the covenants and agreements contained herein, shall be absolute and unconditional in all events, except
as expressly provided under this Agreement. Notwithstanding any dispute between Lessee and Lessor, any Vendor or any other dispute between Lessee and
Lessor, any Vendor or any other person, Lessee shall make all payments of Rental Payments when due and shall notwithhold any Rental Payments pending
final resolution of such dispute, nor shall Lessee assert any right of set-off or counterclaim against its obligation to make such payments required under this
Agreement. Lessee's obligation to make Rental Payments during the Original Term or the then-current Renewal Term for each Schedule shall not be abated
through accident or unforeseen circumstances.
Section 4.05. Nonapproprlation. Lessee Is obligated only to pay such Rental Payments under this Agreement for each Lease (and any additional amounts due
hereunder, If applicable) as may lawfully be made from funds budgeted and appropriated for that purpose during Lessee's then current fiscal year. Should
Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under a Lease following the then current Original Term or
Renewal Term, that Lease shall b.e deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver written notice
to Lessor of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such written notice shall
not extend the term beyond such Original Term or Renewal Term.
ARTICLE V. TITLE TO EQUIPMENT; SECURITY INTEREST; OPTION TO PURCHASE
Section 5.01. Title to the Equipment. During the Lease Term of a Lease, upon acceptance of the Equipment by Lessee, title to the Equipment and any and all
additions, repairs, replacements or modifications shall vest in Lessee, subject to the rights of Lessor thereunder; provided that title to the Equipment that Is
subject to any Lease shall thereafter immediately and without any action by Lessee vest In Lessor, and Lessee shall immediately surrender possession of that
Equipment to Lessor, upon (a} any termination of that Lease other than termination pursuant to Section 5.04, or (b} the occurrence of an Event of Default with
respect to that Lease. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this Section shall occur automatically without the
necessity of any bill of sale, certificate of title or other Instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as
Lessor may request to evidence such transfer.
Section 5.02. Security Interest. To secure the payment of all Lessee's obligations under this Agreement, Lessee grants to Lessor a security Interest constituting
a first lien on (I) the Equipment and on all additions, attachments, accessions, that are considered to be an integral part of the Equipment, and substitutions
thereto, and on any proceeds there from, and (ii) the acquisition fund established under any Escrow Agreement entered into in connection therewith. Lessee
agrees to execute such additional documents, In form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its
security interest in the Equipment. Lessee hereby authorizes the filing of financing statements under the Uniform Commercial Code In connection with the
security interest granted hereunder. Lessee will, at Lessee's expense, file an application for and obtain the first certificate of title for any Equipment that is
subject to a Lease constituting a vehicle, designating Lessee as owner and Lessor as first lienholder, and a certificate of registration Issued In Lessee's name.
Lessee will, at Lessee's expense, lake such action as shall be necessary from time to time to avoid suspension or revocation of any certificates of title and to
renew and maintain all certificates of registration. If Lessee Is required to obtain any new certificate of title or of registration, Lessee will, at Lessee's expense
and with written notice to Lessor of such action, obtain such new certificate of title or of registration In the form described above. Lessee will provide Lessor
with all license, registration and vehicle Identification numbers relating to each vehicle and will arrange for the registration and titling of all such vehicles.
Lessee will notify Lessor of any changes to the certificate of registration or license plate within 1 O days of such change.
Section 5.03. Personal Property. Lessor and Lessee agree that the Equipment is and will remain personal property and will not be deemed to be affixed to or
a part of the real estate on which ii may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner
physically affixed or attached to real estate or any building thereon. Upon the request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any
interest in the Equipment from any party having an interest in any such real estate or building.
Section 5.04. Option to Purchase. Prepayment. Lessee shall have the option to purchase Lessor's interest in all (but not less than all) of the Equipment
described in any Schedule, upon giving written notice to Lessor at least 60 (but not more than 180) days before the date of purchase, at the following times
and upon the following terms:
(a)On the date of the last Rental Payment set forth In that Schedule (assuming this Agreement is renewed at the end of the Original Term and each Renewal
Term), If the Agreement is still in effect on such day, upon payment in full to Lessor of the Rental Payments and all other amounts then due under that Schedule
plus One Dollar;
(b)On the Rental Payment Date designated in that Schedule, upon payment in full to Lessor of the Rental Payments and all other amounts then due under
that Schedule plus the then applicable Purchase Option Price set forth In that Schedule; or
(c) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in that Schedule on the day specified in
Lessee's written notice to Lessor of Its exercise of the purchase option upon payment In full to Lessor of the Rental Payments and all other amounts then due
under that Schedule, including, without limitation, Interest accrued to the date of payment, plus the then applicable Purchase Option Price set forth in that
Schedule.
(d) In the event monies which were deposited to acquire the Equipment remain in any acquisition fund established under an escrow agreement, upon receipt
by the escrow agent under such escrow agreement of a duly executed payment request Identified as the final such request, the remaining monies In such
escrow fund shall, first be applied to all reasonable fees and expenses incurred by such escrow agent, if applicable, in connection with such escrow fund as
evidenced by its statement forwarded to Lessor and Lessee; and, second be paid to Lessor, for application against the outstanding principal components of
Rental Payments under such Lease, including prepayment of Rental Payments thereunder, unless Lessor directs that payment of such amount be made In
such other manner that, in the opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to Lessor, will not adversely
affect the exclusion of the Interest components of Rental Payments from gross Income for federal income tax purposes. If any such amount is applied against
the outstanding principal components of Rental Payments, the Payment Schedule for the Lease will be revised accordingly.
ARTICLE VI. DELIVERY, MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES
Section 6.01. Delivery. Installation and Acceptance of Equipment. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the
locations specified In the Schedules and pay any and all delivery and installation costs In connection therewith. When the Equipment listed in any Schedule
has been delivered and installed, Lessee shall Immediately accept such Equipment and evidence said acceptance by executing and delivering to Lessor an
Acceptance Certificate in the form attached hereto as Exhibit D.
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Section 6.02. Location: Inspection. Once Installed, no item of the Equipment will be moved from the location specified for it In the Schedule on which that item
Is listed without Lessor's consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business
hours to enter into and upon the property of Lessee for the purpose of Inspecting the Equipment.
Section 6.03. Maintenance of Equipment by Lessee. Lessee agrees at all times during the Lease Term, Lessee will, at Lessee's own cost and expense,
maintain, preserve and keep the Equipment in good repair, working order and condition, and that Lessee will from time to time make or cause to be made all
necessary and proper repairs, replacements and renewals. Lessor shall have no responsibility In any of these matters, or for the making of Improvements or
additions to the Equipment. Lessee shall not make material modifications to the Equipment without the prior consent of Lessor.
Section 6.04. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all liens, charges and
encumbrances except those created by this Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or
proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal
property. In the event that the use, possession or acquisition of the Equipment is found to be subject to taxation in any form (except for income taxes of
Lessor), Lessee will pay, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any lime be lawfully
assessed or levied against or with respect to the Equipment and any equipment or other property acquired by Lessee in substitution for, as a renewal or
replacement of, or a modification, improvement or addition to the Equipment, as well as all gas, water, steam, electricity, heat, power, telephone, utility and
other charges Incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment; provided that, with respect to any governmental
charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as have accrued during the
Lease Term. Lessee will take no action that will cause the interest portion of any Rental Payment to become ineluctable in gross income of the recipient
for purposes of federal income taxation under the Code, and Lessee will take, and will cause its officers, employees and agents to take, all affirmative
action legally within its power to prevent such interest from being ineluctable In gross Income for purposes of federal income taxation under the Code. Lessee
acknowledges that Lessor's yield with respect to the Lease is dependent upon the interest component of each Rental Payment being excluded from Lessor's
income pursuant to the Code.
Section 6.05. Provisions Regarding Insurance. At its own expense, Lessee shall maintain (a) casualty Insurance insuring the Equipment against 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 Purchase Option Price of the Equipment, (b) liability insurance that protects Lessor from liability in all events In
form and amount satisfactory to Lessor and (c) workers' compensation coverage as required by the laws of the State; provided that, with Lessor's prior written
consent, Lessee may self-Insure against the risks described in clauses (a) and (b); provided further that, if Lessor provides such consent Lessee shall provide
to Lessor information with respect to such self-insurance program as Lessor may request from time to lime. All insurance proceeds from casualty losses shall
be payable as hereinafter provided. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. All such casualty and
liability insurance shall be with insurers that are acceptable to Lessor, shall name Lessor as a loss payee and an additional Insured, respectively, and shall
contain a provision to the effect that such insurance shall not be canceled or modified materially without first giving written notice thereof to Lessor at least 30
days in advance of such cancellation or modification. All such casualty insurance shall contain a provision making any losses payable to Lessee and Lessor
as their respective interests may appear.
Section 6.06. Advances. In the event Lessee shall fall to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment
In good repair and operating condition, Lessor may (but shall be under no obligation to) purchase the required insurance and pay the premiums on the same,
may pay such taxes and charges and may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced
therefore by Lessor shall constitute additional rent for the then-current Original Term or Renewal Term, and Lessee covenants and agrees to pay such amounts
so advanced by Lessor with interest thereon from the date advanced until paid at the rate of 18% per annum or the maximum Interest rate permitted by law,
whichever is less.
ARTICLE VII. DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS
Section 7.01. Risk of Loss. Lessee is responsible for the entire risk of loss of or damage or destruction to the Equipment. No such loss, damage or destruction
shall relieve Lessee of any obligation under this Agreement or any Lease.
Section 7.02. Damage, Destruction and Condemnation. If (a) the Equipment listed on any Schedule or any portion thereof is destroyed, In whole or in part, or
is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise of the power
of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause
the Net Proceeds of any insurance claim or condemnation award to be applied to the prompt replacement, repair, restoration, modification or improvement of
that Equipment, unless Lessee shall have exercised its option to purchase that Equipment pursuant to Section 5.04. Any balance of the Net Proceeds remaining
after such work has been completed shall be paid to Lessee.
Section 7.03. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or
improvement referred to in Section 7.02, Lessee shall complete such replacement, repair, restoration, modification or improvement and pay any costs thereof
in excess of the amount of the Net Proceeds, unless Lessee, pursuant to Section 5.04, purchases Lessor's interest In the Equipment destroyed, damaged or
taken and any other Equipment listed In the same Schedule. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration,
modification or Improvement or after purchasing Lessor's interest in the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant
to this Section, Lessee shall not be entitled to any reimbursement therefore from Lessor nor shall Lessee be entitled to any diminution of the amounts payable
under Article IV.
ARTICLE VIII. DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF THE EQUIPMENT
Section 8.01. Disclaimer of Warranties. LESSEE HAS SELECTED THE EQUIPMENT AND THE VENDORS. LESSOR MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY OR REPRESENTATION WITH RESPECT THERETO. In no
event shall Lessor be liable for an incidental, indirect, special or consequential damage in connection with or arising out of any Lease or the existence, furnishing,
functioning or Lessee's use of any item or products or service provided for in any Lease.
Section 8.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney-In-fact during the Lease Term, so long as Lessee shall
not be in default hereunder, to assert from time to lime whatever claims and rights, including warranties of the Equipment, which Lessor may have against the
Vendor of the Equipment. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the
Equipment, and not against Lessor, nor shall such matter have any effect, whatsoever on the rights and obligations of Lessor with respect to this Agreement,
including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes and has made no representation or
warranties whatsoever as to the existence or availability of such warranties of the Vendor of the Equipment.
Section 8.03. Use of Equipment. Lessee will not Install, use, operate or maintain the Equipment improperly, carelessly, In violation of any applicable law or in
a manner contrary to that contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the Installation and operation
of the Equipment. In addition, Lessee agrees to comply in all respects (Including, without limitation, with respect to the use, maintenance and operation of
each item of the Equipment) with all laws of the jurisdictions in which its operations involving any item of Equipment may extend and any legislative, executive,
administrative or judicial body exercising any power or jurisdiction over the items of the Equipment; provided, however, that Lessee may contest In good faith
the validity or application of any such law or rule In any reasonable manner which does not, in the opinion of Lessor, adversely affect the title of Lessor in and
to any of the items of the Equipment or its Interest or rights under this Agreement.
Section 8.04. Essential Nature of the Equipment. Lessee confirms and affirms that the Equipment Is essential to the function of Lessee and the services
provided to its citizens, that there is an Immediate need for the Equipment which is not temporary or expected to diminish in the foreseeable future, and that
Lessee will use substantially all the Equipment for the purpose of performing one or more governmental or proprietary functions consistent with the permissible
scope of its authority .
~ 6 ~COP-MuniStd TX
ARTICLE IX. ASSIGNMENT, SUBLEASING, INDEMNIFICATION, MORTGAGING AND SELLING
Section 9.01. Assignment by Lessor. Lessor's Interest In, to, and under this Agreement; any Lease and the Equipment may be assigned and reassigned in
whole or In part to one or more assignees by Lessor at any time subsequent to its execution without the necessity of obtaining the consent of Lessee. Lessee hereby agrees to maintain a written record of each such assignment in the form necessary to comply with Section 149(a) of the Code. No such assignment shall be binding on Lessee until It has received written notice from Lessor of the assignment disclosing the name and address of the assignee. Lessee agrees to execute all documents, Including notices of assignment, chattel mortgages or financing statements that may be reasonably requested by Lessor or any
assignee to protect Its Interests In the Equipment and In this Agreement and each Lease, and agrees to the filing of financing statements with respect to each
Lease and the Equipment subject thereto. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim, defense, setoff or other right Lessee may from time to time have against Lessor.
Section 9.02. Assignment and Subleasing by Lessee. None of Lessee's interest in, to and under this Agreement, any Lease and in the Equipment may be
sold, assigned, subleased, pledged or otherwise encumbered by Lessee without the prior written consent of Lessor. Section 9.03. Release and Indemnification Covenants. To the extent permitted by relevant Texas law, Lessee shall Indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and ail liabilities, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and all expenses In connection therewith (including, without limitation, counsel fees and expenses, penalties connected therewith Imposed on interest received)
arising out of or as (a) result of the entering Into of this Agreement and any Lease, (b) the ownership of any item of the Equipment, (c) the manufacture, ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment. (d) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any
person, and/or (e) the breach of any covenant herein and any Lease or any material misrepresentation contained herein and any Lease. The indemnification
arising under this paragraph shall continue In full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason. The above notwithstanding, this provision shall not be construed to require Lessee to establish or maintain a
sinking fund or similar financial reserve, and the parties acknowledge and agree that Lessee shall have no such obligation
ARTICLE X. EVENTS OF DEFAULT AND REMEDIES
Section 10.01. Events of Default Defined. Subject to the provisions of Section 4.05, any of the following events shall constitute an "Event of Default" under any Lease: (a)Failure by Lessee to pay any Rental Payment or other payment required to be paid under that Lease at the time specified In that Lease;(b)Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed under that Lease, other thanas referred to in subparagraph (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied Is given to
Lessee by Lessor, unless Lessor shall agree In writing to an extension of such time prior to its expiration; provided that, if the failure stated in the noticecannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action Is institutedby Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to that Lease or its execution, delivery or performance shall prove to have
been false, incorrect, misleading or breached in any material respect on the date when made;
(d)Any provision of that Lease shall at any time for any reason cease to be valid and binding on Lessee, or shall be declared to be null and void, or thevalidity or enforceability thereof shall be contested by Lessee or any governmental agency or authority if the loss of such provision would materially adverselyaffect the rights or security of Lessor, or Lessee shall deny that It has any further liability or obligation under that Lease.
(e)Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the
assets of Lessee, (ii) be unable, fail or admit In writing Its inability generally to pay its debts as they become due, (iii) make a general assignment for thebenefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or apetition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the materialallegations of a petition filed against Lessee in any bankruptcy, reorganization or Insolvency proceeding; or(f)An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodianor liquidator of Lessee or of all or a substantial part of the assets of Lessee, In each case without its application, .approval or consent, and such order,judgment or decree shall continue unstayed and in effect for any period of 30 consecutive days.
Section 10.02. Remedies on Default. Whenever any Event of Default under any Lease exists, Lessor shall have the right, at its sole option without any furtherdemand or notice, to take one or any combination of the following remedial steps:(a)By written notice to Lessee, declare all Rental Payments and other amounts payable by Lessee under that Lease to the end of the then current Original
Term or Renewal Term to be due;(b)With or without terminating that Lease, Lessor may, upon 5 days written notice to Lessee, enter the premises where any Equipment that Is subject to that Lease is located and retake possession of that Equipment or require Lessee at Lessee's expense to promptly return any or all of the Equipment to thepossession of Lessor at such place within the United States as Lessor shall specify, and sell or lease the Equipment or, for the account of Lessee, subleasethe Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee under that Leaseplus the then-applicable Purchase Option Price for that Equipment to the end of the then current Original Term or Renewal Term and (ii) the net proceeds ofany such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under the Lease, Including without limitation allexpenses of taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers' and attorneys' fees) providedthat the amount of Lessee's liability under this subparagraph (b) shall not exceed the Rental Payments and other amounts otherwise due under that Leaseplus the remaining Rental Payments and other amounts payable by Lessee under that Lease to the end of the then current Original Term or Renewal Term;and(c)Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under that Lease or as the owner of any
or all of the Equipment that is subject to that Lease.In addition to the remedies specified above, Lessor may charge Interest on all amounts due to it under a Lease at the rate of 10% per annum or the maximumamount permitted by law, whichever Is less. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other
liabilities under any other Schedules, this Agreement or the Equipment listed therein.Section 10.03. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to be exclusive and every such remedy
shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay oromission to exercise any right or power accruing upon any default shall Impair any such right or power or shall be construed to be a waiver thereof but any
such right and power may be exercised from time to time and as often as may be deemed expedient by Lessor. In order to entitle Lessor to exercise anyremedy reserved to It in this Agreement, It will not be necessary to give any notice, other than such notice aa may be required In this Agreement.
Section 10.04. RESERVED.Section 10.05. Application of Moneys. Any net proceeds from the exercise of any remedy hereunder (after deducting all expenses of Lessor in exercisingsuch remedies Including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing Equipment and all brokerage,
auctioneer's or attorney's fees) shall be applied as follows:(a)If such remedy is exercised solely with respect to a single Schedule, Equipment listed in that Schedule or rights under the Agreement relatld to that
Schedule, then to amounts due pursuant to that Schedule and other amounts related to that Schedule or that Equipment.
(b)If such remedy Is exercised with respect to more than one Schedule, Equipment listed In more than one Schedule or rights under the Agreement relatedto more than one Schedule, then to amounts due pursuant to those Schedules pro rata.
~ 7 ~COP-MuniStd TX
ARTICLE XI. MISCELLANEOUS
Section 11.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or
mailed by registered mail, postage prepaid, to the parties at the addresses shown on page 1 of this Agreement (or at such other address as either party
hereto will designate in writing lo the other for notices to such party).
Section 11.02, Binding Effect: Entire Agreement: Amendments and Modifications. This Agreement shall Inure to the benefit of and shall be binding upon
Lessor and Lessee and their respective successors and assigns. As lo each Schedule to be entered Into pursuant lo the terms hereof, the Lease, which
incorporates this Agreement, constitutes the entire agreement between Lessor and Lessee. The terms of this Agreement shall not be waived, altered,
modified, supplemented or amended In any manner whatsoever except by written Instrument signed by the Lessor and the Lessee: nor shall any such
amendment that affects the rights of Lessor's assignee be effective without such assignee's consent.
Section 11.03. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 11.04. Severabillty. 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 or thereof.
Section 11.05. Amendments, Changes and Modifications. This Agreement may be amended, added to, changed or modified by written agreement duly
executed by Lessor and Lessee.
Section 11.06. Execution in Counterparts: Chattel Paper. This Agreement, including in writing each Schedule, may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the same Instrument: except (1) to the extent that various Schedules and this
Agreement as It relates thereto constitutes separate Leases as provided in this Agreement and (2) that Lessor's Interest In, to and under any Schedule and
the Agreement as it relates to that Schedule, and the Equipment listed in that Schedule may be sold or pledged only by delivering possession of the original
counterpart of that Schedule marked "Counterpart No. 1," which Counterpart No. 1 shall constitute chattel paper for purposes of the Uniform Commercial
Code.
Section 11.07. Usury. The parties hereto agree that the charges In this Agreement and any Lease shall not be a violation of usury or other law. Any such
excess charge shall be applied In such order as to conform this Agreement and such Lease to such applicable law.
Section 11.08. Jury Trial Waiver. To the extent permitted by law, lessee agrees to waive its right to a trial by jury.
Section 11.09. Electronic Transaction. The parties agree that the transaction described herein may be conducted and related documents may be stored by
electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic
and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit In the appropriate court of law.
Section 11.10. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this Agreement.
Section 11.11. Texas Anti-Boycott Laws. To the extent applicable to this Agreement, the Lessor hereby certifies as follows: (a) pursuant to Section 2271.002
of the Texas Government Code, the Lessor does not boycott Israel and will not boycott Israel during the term of this Agreement; (b) pursuant to Section
2274.002 of the Texas Government Code, the Lessor does not boycott energy companies and will not boycott energy companies during the term of this
Agreement; and (c) pursuant to Section 2274.002 of the Texas Government Code, the Lessor does not have a practice, policy, guidance, or directive which
discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term
of this Agreement. For purposes of this section, all references to the Lessor means the Lessor and any parent company, wholly owned subsidiary, majority
owned subsidiary, or affiliate of the Lessor.
Lessor and Lessee have caused this Agreement to be executed In their names by their duly authorized representatives listed below.
Lease No. FORTX2025-0BE
LESSEE: LESSOR:
pt� ot1,;ort Worth
�n.__,., 9�
William Johnson, Acting City Manager
Community Fi�
�/ Blake�P�
- 8 -COP-MuniStd TX
[Executed effective as of the date signed by the Assistant City Manager below.] I [ACCEPTED
AND AGREED:]
City:
By: Name: William Johnson Title: Assistant City Manager
Date: 09/08/2025
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: �1:34:SZCDT)
Name: Jim Davis Title: Fire Chief
Approved as to Form and Legality:
By: Name: Taylor C. Paris Title: Assistant City Attorney
Contract Authorization:
M&C: 25-0579 6-24-25
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 repo1ting requirements.
By: Name: Brenda Ray Title: Purchasing Manager
City Secretary:
�= A �
By: U Name: Jannette S. Goodall Title: City Secretary
EXHIBIT A
SCHEDULE OF EQUIPMENT NO. 01, Dated 8/27/2025
Counterpart No. 1,
LESSOR'S INTEREST IN, TO AND UNDER THE LEASE, CONSISTING OF THIS SCHEDULE AND THE INCORPORATED AGREEMENT
AS IT RELATES TO THIS SCHEDULE, MAY BE SOLD OR PLEDGED ONLY BY DELIVERING POSSESSION OF COUNTERPART NO.
1 OF THIS SCHEDULE, WHICH COUNTERPART NO. 1 SHALL CONSTITUTE CHATTEL PAPER FOR PURPOSES OF THE UNIFORM
COMMERCIAL CODE.
Re: Master Equipment Lease Purchase Agreement, dated as of 8/27/2025, between Community First National Bank, as Lessor, and City of
Fort Worth, as Lessee.
1.Defined Terms. All terms used herein have the meanings ascribed to them in the above referenced Master Equipment Lease Purchase
Agreement (the "Master Equipment Lease").
2. Equipment. The Equipment included under this Schedule of Equipment is comprised of the items described in the Equipment
Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs, restorations, modifications,
attachments, accessions, additions and improvements thereof or thereto.
3.Payment Schedule. The Rental Payments and Purchase Option Prices under this Schedule of Equipment are set forth in the Payment
Schedule attached as Attachment 2 hereto.
4.Representations, Warranties and Covenants.
(a)Lessee hereby represents, warrants, and covenants that its representations, warranties and covenants set forth in the Agreement
are true and correct as though made on the date of the Commencement Date of the Lease and this Schedule.
(b)Lessee has experienced no material change in its financial condition or in the revenues expected to be utilized to meet Rental
Payments due hereunder since the date of its last audited financial statements provided to Lessor.
(c)Lessee has complied with such public bidding requirements as may be applicable to the Lease and this Schedule, and the
acquisition of the Equipment hereunder.
(d)The application, statements and credit or financial information submitted by Lessee to Lessor are true and correct and made to
include Lessor to enter into the Lease and this Schedule, and Lessee has experienced no material change in its financial condition
since the date(s) of such information.
(e)In connection with Lessee's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement")
entered into by Lessee on and after February 27, 2019, pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and
Exchange Act of 1934, as amended (the "Rule"), Lessor acknowledges that Lessee may be required to file with the Municipal Securities
Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice that Lessee has incurred obligations
under this Schedule of Equipment and notice of certain subsequent events reflecting financial difficulties in connection herewith. Lessee
agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following
unredacted sensitive or confidential information about Lessor or its affiliates: address and account information of Lessor or its affiliate,
e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of Lessor or its
affiliates, or any account information for any related escrow agreement, unless otherwise required for compliance with the Rule or
otherwise required by law. Lessee acknowledges that Lessor is not responsible for Lessee's compliance or noncompliance with the
Rule or any Continuing Disclosure Agreement.
5.Incorporation of Master Equipment Lease Purchase Agreement. This Schedule is hereby made as part of the Master Equipment
Lease Purchase Agreement, and Lessor and Lessee hereby ratify and confirm the Master Equipment Lease Purchase Agreement. The
terms and provisions of the Master Equipment Lease Purchase Agreement (other than to the extent that they relate solely to other
Schedules or Equipment listed on other Schedules), except as specifically amended in Sections 7 and 8 below, are hereby incorporated
by reference and made a part hereof.
6.Purchase Option Price; Prepayment. Lessee may exercise its purchase option with respect to the Equipment subject to this Lease
on December 27, 2029, and any Rental Payment Date thereafter at the applicable Purchase Price shown on the Payment Schedule
attached hereto, all in accordance with the Agreement.
7.Other Provisions.
(a)Assignment by Lessor. Lessor's interest in, to, and under the Lease, consisting of this Schedule and the incorporated Agreement
as it relates to this Schedule; and the Equipment may be assigned and reassigned in whole or in part to one or more assignees by
Lessor at any time subsequent to its execution without the necessity of obtaining the consent of Lessee; and such assignment, transfer
or conveyance shall be made only to (i) an affiliate of Lessor or (ii) banks, insurance companies, trusts, custodians or other financial
institutions or their affiliates, but no such assignment, transfer or conveyance shall be effective as against Lessee unless and until
Lessor has delivered to Lessee written notice thereof that discloses the name(s) and address(es) of the assignee(s) or the Lease
Servicer (as hereafter provided). Nothing herein shall limit the right of Lessor or its assignees to sell, assign or grant participation
interests in the Lease to one or more entities listed in (i) or (ii); provided that if such assignment is made pursuant to a participation,
custodial or similar agreement under which multiple ownership interests in the Lease are created, it shall establish a single entity,
owner, servicer or other fiduciary or agent to act on behalf of all of the holders of such participation interests (herein referred to as the
"Lease Servicer") with respect to the rights and interests of such holders under the Lease, including the exercise of rights and remedies
thereunder upon the occurrence of an event of default. Lessee hereby agrees to maintain a written record of each such assignment in
the form necessary to comply with Section 149(a) of the Code. No such assignment shall be binding on Lessee until it has received
written notice from Lessor of the assignment disclosing the name, address of the assignee. Lessee agrees to execute all documents,
including notices of assignment, chattel mortgages or financing statements that may be reasonably requested by Lessor or any
assignee to protect its interests in the Equipment and in the Lease, consisting of this Schedule and the incorporated Agreement as it
relates to this Schedule, and agrees to the filing of financing statements with respect to the Lease and the Equipment subject thereto.
~ 9 ~COP-MuniStd TX
Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim, defense, set-off or other right
Lessee may from time to time have against Lessor.
(b)Financial Statements. Upon request, Lessee shall furnish or cause to be furnished to Lessor, at Lessee's expense, as soon as
available after the close of each fiscal year, the audited financial statement of Lessee at the close of and for such fiscal year, all in
reasonable detail, with supporting schedules, audited by and with the report of Lessee's auditor (the "Audit"), which may be in electronic
.pdf format. In the event the Audit is filed on the MSRB's "EMMA" website, to satisfy this requirement Lessee may email a link to the
posted Audit to Lessor. In the event that the Audit is not available, Lessee will furnish unaudited financial statements to Lessor in the
manner described in this subsection and will then supply the Audit immediately upon the availability thereof.
Lease Number: FORTX2025-08E
LESSEE: LESSOR:
City of Fort Worth LJJ1_9L
William Johnson, Acting City Manager
Comm
�
Blake Kaus, VP
~ 10 ~COP-MuniStd TX
ATTACHMENT 1
EQUIPMENT DESCRIPTION
RE: Schedule of Equipment No. 01, dated 8/27/2025, to Master Equipment Lease Purchase Agreement, dated as of
8/27/2025, between Community First National Bank, as Lessor, and City of Fort Worth, as Lessee.
Lease Number: FORTX2025-08E
Three Hundred Fifty (350) Scott AIRPAK XO 5.5 SCBAs & One Thousand (1000) 5500 30-Minute Cylinders
Serial numbers provided on Attachment 1. 1 upon delivery
With a total acquisition cost of $3,118,147.50; together with all replacements, substitutions, repairs, restorations, modifications,
attachments, accessions, additions and improvements thereof or thereto. Lessee hereby certifies the description of the personal property
set forth above constitutes an accurate description of the "Equipment", as defined in the attached Master Equipment Lease Purchase
Agreement and the Equipment is located on the premise of the Lessee unless otherwise noted by the Lessee.
Physical location where equipment will be stored after delivery: \/Q,n (iw"> �o!'.-.---:±b� Q4f):±:L.G�
This Equipment Description shall be deemed to be supplemented by the descriptions of the Equipment included in the Payment Request
Forms submitted to Lessor for approval pursuant to the related escrow agreement, which descriptions shall be deemed to be incorporated
herein
LESSEE:
City of Fort Worth LJJL9L
William Johnson, Acting City Manager
~ 11 ~COP-MuniStd TX
ATTACHMENT 2
PAYMENT SCHEDULE
RE: Schedule of Equipment No. 01, dated 8/27/2025, to Master Equipment Lease Purchase Agreement, dated as of
8/27/2025, between Community First National Bank, as Lessor, and City of Fort Worth, as Lessee.
Lease Number: FORTX2025-08E
Interest Rate: 4.974%
Amount Financed: $3,118,147.50
AMORTIZATION SCHEDULE
Payment Payment Payment
Number Date Amount
Loan 8/27/2025
1 12/27/2025 $390,670.92
2 12/27/2026 $390,670.92
3 12/27/2027 $390,670.92
4 12/27/2028 $390,670.92
5 12/27/2029 $390,670.92
6 12/27/2030 $390,670.92
7 12/27/2031 $390,670.92
8 12/27/2032 $390,670.92
9 12/27/2033 $390,670.92
10 12/27/2034 $390,670.92
Grand Totals $3,906,709.20
LESSEE:
City of Fort Worth LJJ1__9L
William Johnson, Acting City Manager
Purchase
Interest Principal Option
Portion Portion Price
$52,560.53 $338,110.39 Not Available
$138,279.05 $252,391.87 Not Available
$125,725.07 $264,945.85 Not Available
$112,546.67 $278, 124.25 Not Available
$98,712.77 $291,958.15 $1,736,625.03
$84,190.77 $306,480.15 $1,422, 176.40
$68,946.45 $321,724.47 $1,092,087.09
$52,943.87 $337,727.05 $745,579.14
$36,145.33 $354,525.59 $381,835.88
$18,511.19 $372,159.73 $0.00
$788,561.70 $3,118,147.50
~ 12 ~COP-MuniStd TX
EXHIBIT B
LESSEE CERTIFICATE
Approval from Board meeting 6-24-2025
~ 13 ~COP-MuniStd TX
FORT WORTH
STATE OF TEXAS §
COUNTIES OF TARRANT, DENTON, JOHNSON, PARKER AND WISE §
I, JANNETTE S. GOODALL , City Secretary of the City of Fort Worth, Texas do hereby
certify that the above and foregoing is a true and correct copy of Mayor and Council
Communica tion No. 25-0579 duly presented and adopted by the City Council of the City of Fort
Worth, Texas, at a regular meeting held on the 24th day of June 2025, as same appears of record in
the Office of the City Secretary.
WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the 12th
day of August, 2025.
' ette S. Goodall, City Secretary of the
ty of Fort Worth, Texas
City Secretary's Office City of Fort Worth*l00 Fort Worth Trail *Fort Worth, Texas 76102 *(817) 392-6150*
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/24/25 M&C FILE NUMBER: M&C 25-0579
LOG NAME: 13PCOOP SCBA EQUIPMENT CC FIRE
SUBJECT
(ALL) Authorize Execution of a Cooperative Agreement with Community First National Bank Using Sourcewell Cooperative Contract No. 092424-
CFB for Ten-Year Lease-to-Purchase Agreement for the Purchase of Self Contained Breathing Apparatus Equipment for an Annual Amount Up to
$460,381.84 for the Fire Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Cooperative Agreement with Community First National Bank using Sourcewell
Cooperative No. 092424-CFB for a ten-year lease-to-purchase agreement for the purchase of Self-Contained Breathing Apparatus (SCBA)
equipment for an annual amount up to $460,381.84 for the Fire Department.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize a cooperative agreement with Community First National Bank using
Sourcewell Cooperative Contract No. 092424-CFB for tax-exempt municipal leasing. The Fire Department will use a lease-to-purchase
agreement from Community First National Bank to purchase 350 SCOTT 5.5 AP-XO self-contained breathing apparatuses (SCBAs) and 1,000
5500 Pound per Square Inch cylinders for deployment across all frontline fire apparatuses. The SCOTT 5.5 AP-XO SCBAs are designed to
provide firefighters with reliable respiratory protection in Immediately Dangerous to Life or Health (IDLH) environments. These units are compliant
with National Fire Protection Association 1981 and 1982 standards, featuring a low-profile design to minimize snag hazards and advance
electronics for enhanced communication and safety. The items will be purchased from Metro Fire Apparatus Specialist using Buyboard
Cooperative Contract No. 698-23 (M&C 25-0068).
The municipal lease purchase for the SCBAs will be scheduled for a 10-year term with annual payments, with the first scheduled payment to occur
on November 1, 2025, following the beginning of the new fiscal year. Regular payments will be ori the anniversary of this payment date until all 1 O
payments are made. The fixed interest rate for the 10-year term Is 4.974%. Payment amounts will be $391,838.75 over the 10-year period, with a
total principal amount of $3,118,147.50, for the purchase of the SCBAs. Total cost including all principal & interest will be $3,918,387.50.
Fallowing the 1 oth & final payment, the municipal lease will be paid in full. There are $0 additional closing costs or fees associated with the
financing plan through Community Leasing Partners (CLP), a Division of Community First National Bank. FMS has conducted a comparison of
pricing and terms and concluded that they are fair and reasonable based on current market standards.
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item(s) under a Cooperative Purchasing Agreement
satisfies state laws requiring that the local government seek competitive bids for purchase of the item(s). Sourcewell contracts have been
competitively bid to increase and simplify the purchasing power of government entities.
BUSINESS EQUITY: A business equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
AGREEMENT TERMS: The Cooperative Agreement with Community First National Bank will expire on November 11, 2028 and may be renewed
at the City's option for three, one-year terms. 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.
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.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION I CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the Fiscal Year 2026 Budget by the City
Council, funds will be available in the Fiscal Year 2026 operating budget, as appropriated, in the General Fund. Prior to an expenditure being
incurred, the Fire Department has the responsibility to validate the availability of funds.
Syl;imitte!;! fQ[ Qit� Manager's Office b�; Reginald Zeno 8517
William Johnson 5806
Originatin g Business Ualt !:IHd; Reginald Zeno 8517
James Davis 6801
Additional lafgrmation Cgatact; Brandy Hazel 8087
8/27/2025
Community First National Bank
215 S. Seth Child Road
Manhattan, KS 66502
EXHIBIT C
OPINION OF LESSEE'S COUNSEL
Re: Schedule of Equipment No. 01, dated 8/27/2025, (the "Schedule), to Master Equipment Lease Purchase
Agreement, dated as of 8/27/2025, (the "Agreement", and as amended and supplemented by the Schedule,
the "Lease"), between Community First National Bank, as Lessor, and City of Fort Worth, as Lessee.
Ladies and Gentlemen:
As legal counsel to City of Fort Worth ("Lessee"), I have examined: (a) an executed counterpa1t of the Agreement
and the Schedule, which, among other things, provides for the lease with option to purchase by the Lessee of
certain property listed in the Schedule (the "Equipment"); (b) an executed counterpart of the Escrow Agreement
dated 8/27/2025 (the "Escrow Agreement"), among Lessor, Lessee and the escrow agent named therein; (c) an
executed counterpart of the Mayor and Council Communication of Lessee which, among other things, authorizes
Lessee to execute the Lease and the Escrow Agreement and ( d) such other opinions, documents and matters of law
as I have deemed necessary in connection with the following opinions.
Based on the foregoing, I am of the following opinions:
(1)Lessee's true and correct name is City of Fort Worth.
(2)Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has
a substantial amount of the following sovereign powers: (a) the power to tax, (b) the power of eminent
domain, and (c) police power;
(3)Lessee has the requisite power and authority to lease the Equipment with an option to purchase and to execute
and deliver the Lease and the Escrow Agreement and to perform its obligations thereunder;
(4)The Lease and the Escrow Agreement and the other documents either attached thereto or required therein
have been duly authorized, approved and executed by and on behalf of Lessee, and the Lease and the Escrow
Agreement and other documents either attached thereto or required therein are the valid and binding
obligations of Lessee enforceable in accordance with their respective terms;
(5)The authorization, approval and execution of the Lease and the Escrow Agreement and all other proceedings
of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open
meeting laws, public bidding laws and all other applicable state or federal laws; and
(6)There is no proceeding pending or threatened in any court or before any governmental authority or arbitrationboard or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the
Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment.
(7)The signatures of the officers which appear on the Lease and the Escrow Agreement are true and genuine; I
know said officers and know them to hold the offices set forth below their names.
(8)No further approval, consent or withholding of objection is required from any federal, state or local
governmental authority with respect to the entering into or performance by the Lessee of the Lease and the
transaction contemplated thereby.
(9)The Equipment leased pursuant to the Lease constitutes personal prope1ty and when subjected to use by
Lessee will not be or become fixtures under applicable law.
(10)Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue Code of 1986 as
amended and the related regulations and rulings.
~ 14 ~COP-MuniStd TX
(11)The leasing of the Equipment pursuant to the Lease is exempt from all sales and use taxes against either
Lessor or Lessee during the term of the Lease pursuant to the Agreement and the Equipment will be exempt
from all state and local personal property or other ad valorem taxes.
All capitalized terms herein shall have the same meanings as in the foregoing Agreement unless otherwise provided
herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the
interest components of the Rental Payments are entitled to rely on this opinion.
If you have any questions regarding this matter, please contact me directly at 817-392-6285 or
tay lor.paris@fortworthtexas.gov.
Taylor C. Paris
Senior Assistant City Attorney
City of Fort Worth
~ 15 ~COP-MuniStd TX
INSURANCE COVERAGE REQUIREMENTS
Lessee: City of Fort Worth
RE: Schedule of Equipment No. 01, dated 812712025, (the "Schedule), to Master Equipment Lease Purchase Agreement,
dated as of 812712025, (the "Agreement", and as amended and supplemented by the Schedule, the "Lease"),
between Community First National Bank, as Lessor, and City of Fort Worth, as Lessee.
( ) Pursuant to Section 6.05 of the Agreement, you have agreed to provide us evidence of insurance covering the property in
the Lease. A Certificate of Insurance naming all insured parties and coverage must be provided to us as soon as possible,
but no later than the date on which delivery of equipment occurs.
(XX)Pursuant to Section 6.05 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will
provide proof of such self-insurance in letter form, together with a copy of the statute authorizing this form of insurance.
Coverage must be provided to us as soon as possible, but no later than the date on which delivery of equipment occurs.
Equipment to be insured: Three Hundred Fifty (350) Scott AIRPAK XD 5.5 SCBAs & One Thousand (1000) 5500 30-
Minute Cylinders:
Policy should be issued and mailed to: Community First National Bank and/or Its Assigns
215 S. Seth Child Road
Manhattan, KS 66502
INSURANCE REQUIREMENTS:
1.
2.
LIABILITY
✓$1,000,000.00 Aggregate Bodily Injury✓$1,000,000.00 Combined Single Limit per Occurrence✓Community First National Bank and/or Its Assigns MUST be listed as Additional Insured.
PHYSICAL DAMAGE
✓All risk coverage to guarantee proceeds sufficient to cover the replacement cost of the equipment.✓Community First National Bank and/or Its Assigns M.J.mI be listed as Additional Insured and Loss Payee.
3.ENDORSEMENT
✓Lessor will receive at least thirty (30) days written notice from Insurer prior to alteration, cancellation or reduction
of insurance coverage.
4.VERBIAGE TO INCLUDE IN DESCRIPTION
✓Three Hundred Fifty (350) Scott AIRPAK XO 5.5 SCBAs & One Thousand (1000) 5500 30-Minute Cylinders as
outlined on Lease# FORTX2025-0BE✓Replacement Value (GRC, ACV, etc.)✓Comprehensive and Collision Deductibles
THE CERTIFICATE SHOULD BE EMAILED TO cindyturner@clpusa.net
Insurance Company Name: RSUI Indemnity Company and Westfield Specialty Insurance Company as co-insurers
Aqents Name: HUB International Limited, Attention Scott Miller
Address: 3221 Collinsworth Street
City: Fort Worth I State: Texas I Zip: 76107
Phone: 817-820-8162 I Email: scott.miller@hubinternational.com
LESSEE:
City of Fort Worth LJJL.9.L..
William Johnson, Acting City Manager
~ 17 ~COP-MuniStd TX
INVOICE INSTRUCTIONS
RE: Schedule of Equipment No. 01, dated 8/27/2025, to Master Equipment Lease Purchase Agreement, dated as of
8/27/2025, between Community First National Bank, as Lessor, and City of Fort Worth, as Lessee.
Lease Number: FORTX2025-08E
Equipment Description: Three Hundred Fifty (350) Scott AIRPAK XD 5.5 SCBAs & One Thousand (1000) 5500 30-
Minute Cylinders
Please provide contact information for billing and invoicing purposes.
Person/Department: City of Fort Worth ---------------------------
p. 0. Box/Street:1 oo Fort Worth Trail ---=----:--c--,----,--...,.,..--=-----=c�-=------------------City, State, Zip: __ F_o _rt _w_o_rt_h _, _T e_x_a_s _7_6_10_2 ________________ _
Telephone Number: ---------------------------
Em a i I Address: suppli erinvoices@fortworthtexas.gov ---------------------------
~ 18 ~COP-MuniStd TX
SIGNER INCUMBENCY
RE: Schedule of Equipment No. 01, dated 8/27/2025, to Master Equipment Lease Purchase Agreement, dated as of
8/27/2025, between Community First National Bank, as Lessor, and City of Fort Worth, as Lessee.
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
Tax ID #:75-6000528
Lease Number: FORTX2025-08E
Name
William Johnson
Jannette Goodall
CFO
Air Tank Coordinator
Email Address Phone Number
817-392-6113
817-392-6150
817-392-8500
817-392-8500
The person (s) as listed above are qualified and acting representatives of the Lessee, a body corporate and politic
duly organized and existing under the laws of the State of Texas.
-19 -COP-MuniStd TX
Form8038•G Information Return for Tax-Exempt Governmental Bonds
(Rev. October 2021) ► Under Internal Revenue Code section 149(e)
► See separate Instructions. 0MB No. 1545-0047
Caution: If the issue price is under $100,000, use Form 8038-GC. Department of the Treasury
Internal Revenue service ► Go to www.irs.gov/F8038G for Instructions and the latest information.
Reporting Authority Check box if Amended Return ► D
Issuer's name
City of Fort Worth, Texas
2 Issuer's employer Identification number (EIN)
75-6000528
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see Instructions) 3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box If mall ls not delivered to street address)
100 Fort Worth Trail
6 City, town, or post office, state, and ZIP code
Fort Worth, Texas 76102
8 Name of Issue
Master Equipment Lease Purchase Agreement
Room/suite 5 Report number (For IRS Use Only)
7 Date of Issue
08/27/2025
9 CUSIP number
N/A
10a Name and title of officer or other employee of the Issuer whom the IRS may call for more Information 10b Telephone number of officer or other employee shown on 1 0a
Type of Issue (Enter the issue price.) See the instructions and attach schedule.
11 Education .
12 Health and hospital
13 Transportation . .
817-392-5000
11
12
13
14 Public safety . . . 14 3,180,147.50
15 Environment (including sewage bonds)
16 Housing
17 Utilities
18 Other. Describe► ------------------------------=19a If bonds are TANs or RANs, check only box 19a
b If bonds are BANs, check only box 19b .
20 If bonds are in the form of a lease or installment sale, check box
Description of Bonds. Com lete for the entire issue for which this form is bein
(a) Final maturity date (b) Issue price (c) Stated redemption
price at maturity
(d) Weighted
average maturity
12/27/2034 $ 3,180,147.50 $ 3,118,147.50 4.745 years
Uses of Proceeds of Bond Issue (includin underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b))
24 Proceeds used for bond issuance costs (including underwriters' discount) 1--2_4-+--------25 Proceeds used for credit enhancement . 1--2_5-+--------
26 Proceeds allocated to reasonably required reserve or replacement fund 1--2_6-+--------
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . 1--2_7-+--------28 Proceeds used to refund prior taxable bonds. Complete Part V . _28�-------
29 Total (add lines 24 through 28) . .
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded .
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded .
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY)
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
►
►
► N.A
15
16
17
18
(e) Yield
4.512 %
NIA years
N/A years
N/A
Form 8038-G (Rev. 10-2021)
Form 8038-G (Rev. 10-2021) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
36a Enter the amount of gross proceeds Invested or to be invested in a guaranteed investment contract
(GIC). See instructions
b Enter the final maturity date of the GIC ► (MM/DD/YYYY) __________ _
c Enter the name of the GIG provider► _________________ _
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans 0.00 0.00 to other governmental units . o.oo
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box► D and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY) _______________ _
c Enter the EIN of the issuer of the master pool bond► _________________ _
d Enter the name of the issuer of the master pool bond► _________________ _
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(lil) (small issuer exception), check box ►D
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . ►D
41 a If the issuer has identified a hedge, check here► D and enter the following information:
b Name of hedge provider► _______________ _c Type of hedge► ___________________ _d Te.rm of hedge►--------------------42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . ► D
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . ► [J
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . ► [J
45a If some portion of the proceeds was used to reimburse expenditures, check here► D and enter the amount
of reimbursement . . . . ►
b Enter the date the official intent was adopted ► (MM/DD/YYYY) --------------
Signature
and
Consent
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the Issuer's return Information, as necessary to process this return, to the person that I have authorized above.
Paid
Preparer
Use Only
tJJL 9.L..� --19 /i{
►Signature of Issuer's authorized representative
PrinVType preparer's name I Preparer's signature
Firm's name ►
Firm's address ►
Date ►
William Johnson, Assistant City Manager
Type or print name and title I Date I Check D If I PTIN
self-employed
I Firm's EIN ► I Phone no.
Form 8038-G (Rev. 10-2021)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made and entered into as of 8/27/2025 by and among Community First National Bank, a national
banking association ("Escrow Agent"), Community First National Bank, a corporation duly organized and existing under the Laws
of the State of Kansas ("Lessor"), and City of Fort Worth ("Lessee") a political subdivision under the laws of the State of Texas
("State"), duly organized and existing under the Constitution and laws of the State.
WITNESS ETH
WHEREAS, Lessee and Lessor have entered into a Schedule of Equipment No. 01, dated 8/27/2025 to Master Equipment Lease Purchase Agreement dated
as of 8/27/2025 ("Agreement"), a duplicate original of which has been furnished to each of the parties, whereby Lessor has agreed to acquire certain equipment
described therein ("Equipment"), and to sell the Equipment to the Lessee, and Lessee has agreed to purchase the Equipment from Lessor, in the manner and
on the terms set forth in the Agreement; and
WHEREAS, the Equipment has or will be ordered from the Vendor, and there Is expected to be a delay In delivery of the Equipment to Lessee; and
WHEREAS, In order to secure the obligations of Lessor under the Agreement, Lessee has requested Lessor to set aside in escrow with the Escrow Agent,
pursuant to the terms hereof, the anticipated purchase price of the Equipment; and
WHEREAS, Lessee, as agent for Lessor, will cause the Equipment to be acquired from Vendor in accordance with the purchase orders or contracts therefore,
and neither Lessor nor the Escrow Agent shall be obligated to assume or perform any obligation of the Lessee or Vendor with respect thereto or under the
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:
ARTICLE I. APPOINTMENT OF ESCROW AGENT: DEFINITIONS
Section 1.01. Appointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent, to receive, hold, invest and disburse the moneys
to be paid to it pursuant to this Escrow Agreement and the Agreement, and to perform certain other functions, all as hereinafter provided. By executing and
delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent provided herein; but only upon the terms and conditions
set forth.
Section 1.02. Definitions. The terms defined In this Section shall, for all purposes of this Escrow Agreement have the meanings specified below. Any capitalized
term not defined below shall have the meaning ascribed in the Agreement.
"Agreement" means the Schedule of Equipment No. 01, dated 8/27/2025 to Master Equipment Lease Purchase Agreement dated 8/27/2025, by and between
Lessee and Lessor and any duly authorized and executed amendment thereto, the terms of which are incorporated herein by reference.
"Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to Vendor therefore upon acquisition or delivery of any portion
of the Equipment In accordance with the purchase order or contract therefore. Acquisition Costs include the administrative, engineering, legal, financial and
other costs incurred by the Lessee in connection with the acquisition, delivery and financing by Lessor of the Equipment.
"Acceptance Certificate" means an acceptance certificate in the form attached to the Agreement.
"Acquisition Fund" means the fund by that name established and held by the Escrow Agent pursuant to Article II of this Escrow Agreement.
"Closing Date" means the day when Lessor deposits with the Escrow Agent the moneys required to be deposited pursuant to Article II.
"Equipment" means the personal property described in the Agreement, together with any and all modifications, additions and alterations thereto, to be acquired
from the moneys held In the Acquisition Fund.
"Escrow Agent" means Community First National Bank or any successor thereto acting as Escrow Agent pursuant to this Escrow Agreement.
"Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment thereto.
"Independent Counsel" means an attorney duly admitted to the practice of law before the highest court of the Slate In which he maintains an office and who is
not an employee of Lessor, the Escrow Agent or the Lessee.
"Lessee Representative" means the representative of Lessee or a person authorized by the Lessee to act on Its behalf under or with respect to this Agreement.
"Lessor Representative" means the President, any Vice President or Assistant Vice President of Lessor, or any person authorized to act on behalf of Lessor
under or with respect to this Agreement, as evidenced by a certificate conferring such authorization executed by the President, any Vice President or Assistant
Vice President of Lessor, given to the Lessee or the Lessee Representative.
"Payment Date" means the date upon which any Rental Payment under the Agreement is due and payable, as set forth in the Payment Schedule.
"Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to
Escrow Agent to authorize payment of Acquisition Costs.
"Qualified Investments" means (i) direct general obligations of the United States of America; (ii) obligations guaranteed by the United States; (Iii) general
obligations of the agencies and instrumentalities of the United States; (iv) certificates of deposit, time deposits or demand deposits with a bank or savings
Institution qualified as a depository of public funds in the State of Kansas, provided that such certificates of deposit, lime deposits or demand deposits, if not
insured by the Federal Deposit Insurance Corporation of the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in
Clauses (i), (ii) or (iii); (v) money market funds, the assets of which are obligations of or guaranteed by the United States of America and which funds are rated
"Aaa" by Moody's Investors Service or "Am" or "Am-G" by Standard & Poor's Corporation.
"Rental Payments" means the basic payments payable by Lessee to Lessor pursuant to the provisions of the Agreement during the term thereof which are
payable In conjunction of the right of Lessee to use the Equipment during the then current portion of the term of the Agreement.
"Term of the Agreement" means the time during which the Agreement is In effect, as provided in Article Ill of the Agreement.
"Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased will purchase or has
ordered the Equipment or with whom Lessor has contracted for the acquisition of the Equipment.
Section 1.03. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and Is duly empowered to enter Into this
Agreement, and has taken all actions necessary to authorize the execution of this Agreement by the officers and person signing ii.
ARTICLE II. ACQUISITION FUND
Section 2.01. Acquisition Fund. Escrow Agent shall establish a special fund designated as the "Acquisition Fund"; shall keep such Acquisition Fund separate
and apart from all other funds and moneys held by it; and shall administer such funds as expressly provided hereunder.
Section 2.02. Deposit of Moneys by Lessor. At the Closing Date, Lessor shall deposit with the Escrow Agent the amount of $3.118.147.50. Escrow Agent shall
credit said amount to the Acquisition Fund established and to be held, applied and disbursed as herein provided.
Section 2.03. Purpose: Payment of Acquisition Costs. The Acquisition Fund shall be expended for the Acquisition Costs of the Equipment. Escrow Agent shall
pay from the Acquisition Fund the Acquisition Costs of the Equipment, upon receipt from Lessee and Lessor the following items:
(a)In the case of payment of any Acquisition Costs to Vendor pursuant to a contract or purchase order, (1) a duly executed Payment Request
Form, with a true copy of the Vendor's statement attached, (2) where applicable, a duplicate original of any change order approved by
Lessee and Lessor increasing Acquisition Costs in an amount in excess of the original purchase order or contract price, (3) receipts from
- 20 -COP-MuniStd TX
the Vendor showing proper application of prior requisitions, (4) bills of sale for any component of the Equipment for which a bill of sale may
be delivered, and (5) an Acceptance Certificate with respect to the Equipment for which disbursement is requested;
(b) In the case of any Acquisition Costs previously paid by Lessee for which it Is seeking reimbursement, (1) a duly executed Payment Request
Form, (2) a true copy of Vendor's statement for such Acquisition Costs, (3) evidence of payment, and (4) evidence of Lessee's declaration
of official Intent for reimbursement, which declaration shall have been made no later than 60 days after the Lessee paid the Acquisition
Costs; or
(c) In the case of payment of any other Acquisition Costs, a duly executed Payment Request Form.
Section 2.04. Escrow Agent's Compensation. As compensation for the services to be rendered hereunder, Lessee agrees to pay the Escrow Agent $175.00
("Escrow Agent's Compensation"). The Escrow Agent's Compensation shall be payable from interest earnings on the escrow account and will be paid upon
disbursement of proceeds to the vendor and closing of the escrow account. If the Interest earnings on the escrow account are not sufficient to pay the Escrow
Agent's Compensation, Escrow Agent shall provide Lessee with an Invoice for the shortfall and Lessee shall pay such amount to Escrow Agent upon demand.
If funds remain In the Acquisition Fund, excluding Acquisition Costs and Escrow Agent's Compensation, after the full delivery and acceptance of the Equipment,
then Lessee and Lessor agree such excess funds shall be retained by Escrow Agent as partial compensation for the performance of its obligations hereunder.
Section 2.05. Transfers Upon Completion. Upon the first to occur of (a) payment of all Acquisition Costs with respect to the Equipment; or (b) the one year
anniversary of the Closing Date, Escrow Agent shall apply all remaining moneys in the Acquisition Fund to the next Rental Payment(s) due under the Agreement
by paying such moneys directly to the Lessor or its assignees.
Section 2.06. Termination. If this Escrow Agreement is terminated by Lessor as authorized under Article VII and the Agreement, all moneys In the Acquisition
Fund shall be paid to Lessor or assignees for application against moneys due to Lessor under the Agreement. In the event that Lessor provides to the Escrow
Agent written notice of the occurrence of an Event of Default under the Agreement or the termination of the Agreement for any reason other than Lessee's
payment of the applicable Purchase Option Price, Escrow Agent shall Immediately remit any and all funds In the Acquisition Fund to Lessor.
ARTICLE Ill. MONEYS IN FUNDS: INVESTMENTS; TERMINATION
Section 3.01. Held in Trust. The moneys and investments held by the Escrow Agent under this Escrow Agreement are Irrevocably held In trust for the benefit
of the Lessee and for the purposes herein specified. Such moneys, and any income or interest earned thereon, shall be expended only as provided in this
Escrow Agreement, and shall not, to the extent permitted by applicable law, as otherwise expressly provided herein, be subject to levy or attachment or lien by
or for the benefit of any creditor of either Lessor or Lessee.
Section 3.02. Investments Authorized. Moneys held by the Escrow Agent hereunder may be invested, and upon written order of the Lessee Representative
shall, be invested by the Escrow Agent in Qualified Investments. Such investments shall be registered in the name of the Escrow Agent and held by Escrow
Agent which may act as a purchaser or agent In making or disposing thereof. Such investments and reinvestments shall be made giving full consideration for
the time when funds will be required to be available for acquisition.
Section 3.03. Accounting. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any Investment of funds made by It in
accordance with this Escrow Agreement.
Section 3.04. Valuation and Disposition of Investments. For the purpose of determining the amount in the Acquisition Fund, all Qualified Investments credited
to such fund shall be valued at cost (exclusive of accrued interest after the first interest payments following purchase). Escrow Agent may sell at the best price
obtainable, or present for redemption, any Qualified Investment so purchased by Escrow Agent, whenever ii shall be necessary in order to provide moneys to
meet any required payment, transfer, withdrawal or disbursement from the Acquisition Fund to which such Qualified Investment is credited and Escrow Agent
shall not be liable or responsible for any loss resulting from such Investment.
Section 3.05. Deposit of Moneys In Acquisition Fund. All moneys held by the Escrow Agent in the Acquisition Fund established pursuant to this Agreement,
except such moneys which are at the time Invested as herein provided, shall be deposited in demand or time deposits (which may be represented by time
certificates of deposit) in any bank or trust company authorized to accept deposits of public funds (including the banking department of the Escrow Agent), and,
as and to the extent required by law, shall be secured at all times by obligations which are eligible by law to secure deposits of public moneys. Such obligations
shall be deposited with such bank or banks as may be selected by Escrow Agent, and held by or for the account of the Escrow Agent as security for such
deposits.
Section 3.06. Termination. Unless earlier terminated pursuant to Article VII, this Escrow Agreement shall terminate upon the final distribution of all moneys in
the Acquisition Fund.
ARTICLE IV. THE ESCROW AGENT
Section 4.01. Removal of Escrow Agent. The Lessee and Lessor, by written agreement between themselves, may by written request, at any time and for any
reason, remove the Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall
have capital (exclusive of borrowed capital) and surplus of at least Ten Million Dollars ($10,000,000), and subject to supervision or examination by federal or
state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or to the requirements of any federal or state
supervising or examining authority, to, then for the purposes of this Section the combined capital and surplus of such bank or trust company may be conclusively
established for the purposes hereby in its most recent report of condition so published.
Section 4.02. Resignation of Escrow Agent. The Escrow Agent or any successor may at any time resign by giving written notice to the Lessee and Lessor of
its Intention to resign and of the proposed date of resignation, which shall be a date not less than 60 days after such notice, unless an earlier resignation date
and the appointment of a successor Escrow Agent shall have been or are approved by Lessee and Lessor. Upon receiving such notice of resignation, the
Lessee and Lessor shall promptly appoint a successor Escrow Agent by an instrument In writing; provided however, that In the event the Lessee and Lessor
fail to appoint a successor Escrow Agent within 30 days following receipt of such written notice of resignation, Lessor may appoint a successor Escrow Agent,
and In the event that Lessor fail to appoint a successor Escrow Agent within 30 days following the expiration of such Initial 30-day period, the resigning Escrow
Agent may petition the appropriate court having jurisdiction to appoint a successor Escrow Agent. Any resignation or removal of the Escrow Agent shall become
effective only upon acceptance of appointment by the successor Escrow Agent.
Section 4.03. Appointment of Agent. The Escrow Agent may appoint an agent acceptable to the Lessee and Lessor to exercise any of the powers, rights or
remedies granted to the Escrow Agent under this Escrow Agreement, and to hold title to property or to take any other action which may be desirable or
necessary.
Section 4.04. Merger or Consolidation. Any company into which the Escrow Agent may be merged or converted, or with which it may be consolidated, or any
company resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which the Escrow Agent may sell or transfer
all or substantially all of Its corporate trust business (provided that such company shall be eligible under Section 4.02) shall be the successor to the Escrow
Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.
Section 4.05. Protection and Rights of the Escrow Agent. The Escrow Agent shall be protected and shall Incur no liability In acting or proceeding in good faith
upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it
shall in good faith believe to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant
to any of the provisions of this Escrow Agreement, and the Escrow Agent shall be under no duty to make any investigation or Inquiry as to any statements
contained or matters referred to in any such Instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such
statements. The Escrow Agent may consult with Independent Counsel who may be counsel to Lessor or Lessee, with regard to legal questions, and the opinion
of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith In accordance
therewith.
Whenever In the administration of its duties under this Escrow Agreement, the Escrow Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action hereunder, such matters (unless other evidence in respect thereof be herein specifically prescribed), shall be
-21 -COP-MuniStd TX
deemed to be conclusively proved and established by the certificate of the Lessee Representative or the Lessor Representative and such certificate shall be
full warranty to the Escrow Agent for any action taken or suffered under the provisions of this Escrow Agreement upon the faith thereof, but In its discretion the
Escrow Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.
The recitals, statements and representations by Lessee and Lessor contained in this Agreement shall be taken and construed as made by and on the part of
the Lessee and Lessor, as the case may be, and not by the Escrow Agent, and the Escrow Agent does not assume, and shall not have, any responsibility or
obligation for the correctness of any thereof.
The Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of ii hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by It with reasonable care. The Escrow Agent shall not be answerable for the exercise of any
discretion or power under this Escrow Agreement or for anything whatsoever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or gross negligence.
ARTICLE V. ASSIGNMENTS; AMENDMENTS
Section 5.01. Assignment. Except as expressly herein provided to the contrary; the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of Its Interest in this Agreement and the Acquisition Fund established hereunder In connection with an assignment by Lessor of the Agreement, subject to the provisions contained therein. Section 5.02. Amendments. This Escrow Agreement may be amended in writing by agreement among all of the parties.
ARTICLE VI. FURTHER ASSURANCES
Section 6.01. Further Assurances. Lessor and Lessee will make, execute and deliver any and all such further resolutions, Instruments and assurances as may be reasonably necessary or proper to carry out the Intention or to facilitate the performance of this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein.
ARTICLE VII. DEFAULT OR NON-APPROPRIATION
Section 7.01. Default.
(a)Lessor shall have the right to terminate this Escrow Agreement upon an Event of Default under the Agreement, or termination of the Agreement
pursuant to Section 4.05 thereof, which right shall not be exercised less than 15 days after Lessor shall have given Lessee written notice of suchdefault or termination for non-appropriation. Upon receipt of notice of termination from Lessor, Escrow Agent shall pay to Lessor, or its assignee, allmoneys in the Acquisition Fund in accordance with Section 2.06.(b) In the event of the failure by any party hereto to observe and perform any covenant, condition or agreement on Its part to be observed or performedunder this Escrow Agreement, any non-defaulting party hereto shall have all of the rights and remedies now or hereafter existing at law or in equity
against the defaulting party.
(c)No delay or omission to exercise any such right or power accruing upon any default shall be construed to be a waiver thereof, but any such right orpower may be exercised from time to time and as often as may be deemed expedient.
ARTICLE VIII. LIMITATION OF LIABILITY
Section 8.01. Limited Liability of Escrow Agent. Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by any of it hereunder or under the Agreement, but shall be responsible solely for the business-like performance of the duties expressly imposed upon Escrow Agent hereunder. The recitals of facts, covenants and agreements herein contained pertaining to Lessee and Lessor shall be taken as statement, covenants and agreements of the Lessee or Lessor (as the case may be), and Escrow Agent assumes no responsibility for the correctness of the same, or makes any representation as to the validity or sufficiency of this Escrow Agreement,
or shall incur any responsibility in respect thereof, other than In connection with the duties or obligations herein imposed upon it. Escrow Agent shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence or willful default.
Section 8.02. Indemnification. To the extent permitted by applicable law, Lessee agrees to Indemnify and save Escrow Agent harmless from and against all claims, suits and actions brought against it, or to which ii is made a party, and from all losses and damages, including without limitation reasonable, attorney fees and court costs suffered by it as a result thereof, where such claim, suit or action arises in connection with this Escrow Agreement, the transactions
described herein and in the Agreement or the Escrow Agent's employment as an Escrow Agent by Lessee and Lessor. Notwithstanding the foregoing, such
indemnification shall not extend to claims, suits and actions brought against the Escrow Agent for failure to perform and carry out the duties specifically imposed
upon and to be performed by it pursuant to this Escrow Agreement and claims, suits or actions arising from events solely and directly attributable to acts of Lessor. In the event the Lessee Is required to indemnify Escrow Agent as herein provided, Lessee shall be subrogated to the rights of the Escrow Agent to
recover such losses or damages from any other person or entity. Section 8.03. Discretion of Escrow Agent to FIie Civil Action in the Event of Dispute. If Lessor or Lessee are in disagreement about the Interpretation of this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by Escrow Agent hereunder, Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Escrow Agent shall be Indemnified by Lessee in accordance with Section 8.02 for all costs In connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Escrow Agreement until a final judgment In such action is received.
Section 8.04. Opinion of Counsel. Before being required to take any action, the Escrow Agent may require (I) an opinion of Independent Counsel acceptable
to the Escrow Agent, which counsel may be counsel to any of the parties hereto, and which opinion shall be made available to the other parties hereto, or (ii)a verified certificate of any party hereto, or (iii) both (i) and (ii), concerning the proposed action. Escrow Agent shall be absolutely protected In relying thereon
If ii does so In good faith.
Section 8.05. Limitation of Rights to Parties. Nothing In this Escrow Agreement, expressed or implied, is intended or shall be construed to give any person other than the Lessee, Lessor or the Escrow Agent any legal or equitable right, remedy or claim under or In respect of this Agreement or any covenant, condition
or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the Lessee, Lessor and Escrow
Agent.
-22 -COP-MuniStd TX
ARTICLE IX. MISCELLANEOUS Section 9.01. Records. The Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement, which shall be avallable for Inspection by the Lessee, Lessor, or the agent of either of them, at any lime during regular business hours. Section 9.02. Notices. All written notice to be given under this Escrow Agreement shall be given by mail to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other parties In writing from time to time. Any such notice shall be deemed to have been received 72
hours after deposit in the United States mall In registered or certified form, with postage fully prepaid. Section 9.03. Governing Laws. This Escrow Agreement shall be construed In accordance with the substantive laws of the State of Kansas, without regard
to conflicts of laws principles thereof; provided, however, the obligations of the Lessee shall be governed by the laws of the State of Texas. Section 9.04. Partial Invalidity. Any provision of this Escrow Agreement found to be prohibited by laws shall be ineffective only to the extent of such prohibition, and shall not Invalidate the remainder of this Escrow Agreement. Section 9.05. Binding Effect: Successors. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. Whenever in this Escrow Agreement any party hereto is named or referred to, such references shall be deemed to Include permitted successors or assigns thereof, and all covenants and agreements contained in this Escrow Agreement by or on behalf of any party hereto shall bind and Inure to the benefit
of permitted successors and assigns thereof whether or not so expressed. Section 9.06. Execution in Counterparts. This Escrow Agreement may be executed in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same agreement. Section 9.07. Headings. The headings or titles of the several Articles and Sections hereof, and any tables of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Escrow Agreement. All references herein to "Articles", "Sections", and other subdivisions are to the corresponding Articles, Sections, or subdivisions of this Escrow Agreement; and the words "herein", "hereof', "hereunder" and other words of similar Import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date and year first above written.
ESCROW AGENT:
Community First National Bank
215 S. Seth Child Road
Manh
�
Blake Ka ,
LESSOR:
Community First National Bank
215 S. Seth Child Road
Manhattan
�
Blake Kaus, VP
LESSEE:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX76102 LJJL9.L.
William Johnson, Acting City Manager
-23 -COP-MuniStd TX
EXHIBIT A
PAYMENT REQUEST FORM
Community First National Bank, Escrow Agent under an Escrow Agreement dated as of 8/27/2025, by and among
the said Escrow Agent, Community First National Bank (Lessor), and the City of Fort Worth, (Lessee) is hereby
requested to pay, from the Equipment Acquisition Fund held under said Escrow Agreement, to the persons, firms
or corporation designated below as payee, the amount set forth opposite each such person's firm's or corporation's
name, in payment of the Acquisition Costs (as defined in said Escrow Agreement) of the Equipment described on
the attached page(s) designated opposite such Payee's name and account.
Pavee Egui12ment 1,.----. --------
VOID
TO BE UTILIZED AS A SIGNATURE CARD ONLY
By executing this Payment Request Form the Lessee hereby represents that the Payee or Payees listed above who are requesting payment have delivered
the Equipment or a portion of the Equipment or performed the services to the satisfaction of the Lessee and that the amounts requested above by the Payee
or Payees are proportionate with the value of the Equipment delivered or services rendered by the Payee or Payees.
Partial Disbursement. The undersigned certifies that the following documents are attached to this Payment Request Form when there is a request for a partial
release of funds from the Escrow Account to pay for a portion of the Equipment: (1) Invoice from the Vendor, (2) copy of the agreement between Lessee and
Vendor (if requested by the Lessor or Escrow Agent), (3) front and back copy of the original MSO/Title (if payment from Escrow Account is for a chassis) listing
Community First National Bank and/or its assigns as the first lien holder. By executing this Payment Request Form and attaching the documents as required
above, the Lessee shall be deemed to have accepted this portion of the Equipment for all purposes under the Lease, including, without limitation, the obligation
of Lessee to make the Rental Payments with respect thereto in a proportionate amount of the total Rental Payment. By executing this Payment Request Form
Lessee agrees that Lessee is the title owner to this portion of the Equipment and that in the event that any third party makes a claim to such title that Lessee
will take all measures necessary to secure title Including, without limitation, the appropriation of additional funds to secure title to this portion of the Equipment
and keep the Lease in full force and effect.
Final Disbursement. The undersigned certifies that the following documents are attached to this Payment Request Form when there is a final release of funds
from the Escrow Account: (1) Final Vendor Invoice, (2) Signed Acceptance Certificate, (3) Insurance Certificate, (4) front and back copy of the original MSO/Title
listing Community First National Bank and/or its assigns as first lien holder (if not already received). By executing this Payment Request Form and attaching
the documents as required above, the Lessee shall be deemed to have accepted the Equipment for all purposes under the Lease, including, without limitation,
the obligation of Lessee to make the Rental Payments with respect thereto. By executing this Payment Request Form Lessee certifies that Lessee is the title
owner to the Equipment and that in the event that any third party makes a claim to such title that Lessee will take all measures necessary to secure title
Including, without limitation, the appropriation of additional funds to secure title to the Equipment and keep the Lease in full force and effect.
LESSEE:
City of Fort Worth LJJL9L
William Johnson, Acting City Manager
Brian Langford, Air Tank Coordinator
Regino Id Zeno (Sep 19, 2025 08:00:42 CDT)
Re ginald Zeno, CFO
Escrow Agent will only require one of the signers listed above to authorize release of funds or acceptance of the equipment
~ 24 ~COP-MuniStd TX
TAX COMPLIANCE AGREEMENT AND NO ARBITRAGE CERTIFICATE
This Tax Compliance Agreement and No Arbitrage Certificate is issued in connection with that certain Schedule of Equipment No.
01, dated 8/27/2025 (the "Schedule") to Master Equipment Lease Purchase Agreement dated as 8/27/2025 (the "Agreement", and as
amended and supplemented by the Schedule, the "Lease"),by and between Community First National Bank, ("Lessor") and City of
Fort Worth ("Lessee").
1.In General.
This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment by
Lessee as described in the Schedule of Equipment No. 01, dated 8/27/2025 (the "Schedule") to Master Equipment Lease Purchase Agreement dated as of 8/27/2025 (the "Agreement," and together with the Schedule, the "Lease") between Lessor and Lessee and all related documents executed pursuant thereto and
conlemporaneously herewith with respect to the financing of the acquisition of Three Hundred Fifty (350) Scott AIRPAK XO 5.5 SCBAs & One Thousand (1000)
5500 30-Mlnute Cylinders (the "Equipment") by Lessor for Lessee (the Lease and such other documents are hereinafter collectively referred to as the "Financing
Documents").
The Individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents.
To the best of the undersigned's knowledge, information and belief, the expectations contained in this Certificate are reasonable.
Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an Issuer whose certifications as to arbitrage may not be relied upon. The rental payments due under the Lease will be made with monies retained in Lessee's general operating fund (or an account or sub account therein). No sinking, debt service, reserve or similar fund or account will be maintained for the payment of the rental payments due under the Lease or pledged as security therefor.
If any other governmental obligations were or are being issued by or on behalf of Lessee within fifteen (15) days of the date of issuance of the Lease, such obligations either (i) were not or are not being Issued or sold pursuant to a common plan of financing with, or (ii) will not be paid out of substantially the same
source of funds as, the financing pursuant to the Lease.
2. Purpose of the Financing Documents.
The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and Installing the Equipment
which Is essential to the governmental functions of Lessee, which Equipment Is described in the Equipment Description executed and delivered by Lessee pursuant to the Financing Documents. The principal amount represented by the Financing Documents, or $3.118, 147.50 will be deposited In escrow by Lessor
at closing and held by Capital One, National Association, as Escrow Agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that
certain Escrow Agreement dated as of 8/27/2025 (the "Escrow Agreement"), by and among Lessor, Lessee and Escrow Agent. No portion of the principal amount represented by the Lease will be used as a substitute for other funds which were otherwise to be used as a source of financing for the Equipment, or will be used, directly or Indirectly, to replace funds used by Lessee to acquire investments which produce a yield materially higher than the yield to Lessor under the Lease. Lessee does not expect to sell or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final rental payment due under
the Lease.
Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the rental payments under the Lease, or (ii) that may be used solely to prevent a default in the payment of the rental payments thereunder.
Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including without I imitation Sections 103,
141 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of rental payments from
gross income for purposes of federal income taxation.
3. Source and Disbursement of Funds.The estimated cost of the Equipment listed in the Schedule will not be less than the total principal portion of the Lease and does not exceed the amount
necessary for the governmental purpose for which the Lease was entered Into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the items of Equipment. It Is contemplated that the entire amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof,
provided that a portion of the principal amount may be paid to Lessee within such period as reimbursement for acquisition costs already made by it so long as
the conditions set forth In Section 3.3 below are satisfied. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless the following conditions have been satisfied: (a) Lessee made a declaration of Its reasonable intention to reimburse the acquisition cost payment sought to be reimbursed with the proceeds of a borrowing
not later than sixty (60) days after the date on which ii made the payment, which declaration satisfies the "Official Intent Requirement" set forth In Treas. Reg.Sec.1.150-2;(b)The reimbursement being requested will be made by written allocation before the later of eighteen (18) months after the acquisition cost payment was
made or eighteen (18) months after the items of Equipment to which such payment relates were placed In service;
(c)The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of type properly chargeable to a capitalaccount under general federal Income tax principles; and(d)Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under
Treas. Reg. Sec. 1. 148-1 Oby virtue of, among other things, use to refund, or to create or increase a sinking, reserve or replacement fund with respect to, any
other obligations issued by it.
4.Temporary Period.Lessee has Incurred, or will incur within 6 months after the date hereof, a substantial binding obligation to a third party to spend at least 5% of proceeds of the Lease to acquire the Equipment. The completion of the acquisition of the Equipment and the allocation of proceeds of the Lease to expenditures will
proceed with due diligence. Al least 85% of the proceeds of the Lease will be allocated to expenditures to acquire the Equipment within 3 years after the date hereof. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment.
The total acquisition cost of the Equipment Is not required to be paid to the vendors or manufacturers thereof until the Equipment has been accepted by Lessee.
5. Escrow Account.The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment
are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Lease being treated as an "arbitrage bond" or a "federally
guaranteed bond" within the meaning of Section 148(a) or Section 149(b) of the Code. respectively. Any monies which are earned from the investment of these funds shall be labeled as Interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment.
-26 -C0P-MuniStd TX
6. Exempt Use.
No part of the proceeds of the Financing Documents or the Equipment will be used In any "private business use" within the meaning of Section
141(b)(6) of the Code.
No part of the proceeds of the Financing Documents will be used, directly or Indirectly, to make or finance any loans to non-governmental entities or to any
governmental agencies other than Lessee.
7. No Federal Guarantee.
Payment of the principal or interest due under the Lease is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or
instrumentality thereof.
No portion of the proceeds under the Financing Documents shall be (I) used in making loans, the payment of principal or Interest of which are to be guaranteed,
in whole or in part, by the United States or any agency or instrumentality thereof, or (Ii) invested, directly or Indirectly, in federally insured deposits or accounts
If such Investment would cause the financing under the Financing Documents to be federally guaranteed within the meaning of Section 149(b) of the Code.
8. Mlscellaneous.
Lessee agrees to comply with the rebate requirement set forth in Section 148(1) of the Code in the event that for any reason it is applicable to the
financing pursuant to Financing Documents.
Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents In form and substance satisfactory to comply
with Section 149(a) of the Code.
Lessee shall maintain complete and accurate records establishing the expenditure of the proceeds of the Financing Documents and Interest earnings thereon
for a period of five years after payment in full under the Financing Documents.
On or following the date hereof, Lessee will timely sign the IRS Form 8038-G provided by Lessor or Its counsel to be filed with the Internal Revenue Service.
Lessor and any counsel rendering an opinion as to the excludablllty from federal gross Income of the interest portion of rental payments payable by Lessee
under the Lease is entitled to rely upon the representations and statements of fact made by Lessee In this Tax Compliance and No Arbitrage Certificate in
consideration of Lessor's agreement to enter into the Lease.
IN WITNESS WHEREOF, this Tax Compliance Agreement and No Arbitrage Certificate has been executed on behalf of Lessee as of the
date set forth below.
LESSEE:
City of Fort Worth LJJL9L
William Johnson, Acting City Manager
09/08/2025
Date
~ 27 ~COP-MuniStd TX
8/27/2025
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
NOTICE OF ASSIGNMENT
RE: Schedule of Equipment No. 01, dated 8/27/2025, (the "Schedule), to Master Equipment Lease Purchase Agreement,
dated as of 8/27/2025, (the "Agreement", and as amended and supplemented by the Schedule, the "Lease"), between
Community First National Bank, as Lessor, and City of Fort Worth, as Lessee. Along with the Escrow Agreement
entered into as of 8/27/2025.
Please be advised that Community First National Bank has assigned all its right, title and interest in, to and
under the above referenced Lease, the Equipment leased thereunder and the right to receive Rental Payments
thereunder to the following assignee (the "Lessor"):
Santander Bank NA 3 Huntington Quadrangle #101 Nortb Melville, NY 11747
Community First National Bank will be servicing the Lease and all Rental Payments and payment of the Purchase
Option Price due under the Lease will be made to:
Community First National Bank
215 5. Seth Child Road
Manhattan, KS 66502
ACKNOWLEDGED AND ACCEPTED:
City of Fort Worth
LJ�9L
William Johnson, Acting City Manager
Community First National Bank
Blake�
*Lessor may at a future date desire to assign the Lease. At this time, a specific assignee is undetermined. At such time as Lessor
determines a need to assign the Lease; Lessee will be notified of such assignment for their records and be made aware of any changes
in where to send the rental payments going forward. This assignment option is outlined in Article IX of the Master Equipment Lease
Purchase Agreement.
~ 28 ~COP-MuniStd TX
City Secretary’s Office
Contract Routing & Transmittal Slip
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Contractor’s Name:
Subject of the Agreement:
M&C Approved by the Council? *Yes No
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes No
If so, provide the original contract number and the amendment number.
Is the Contract “Permanent”? *Yes No
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential?*Yes No If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date.If applicable.
Is a 1295 Form required?* Yes No
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number:If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes No
Contracts need to be routed for CSO processing in the following order:
(Approver)
Jannette S. Goodall (Signer)
Allison Tidwell (Form Filler)
Permanent Contracts
Advanced Funding Agreements
Architect Service
Community Facilities
Completion Agreement
Construction Agreement
Credit Agreement/ Impact Fees
Crossing Agreement
Design Procurement
Development Agreement
Drainage Improvements
Economic Development
Engineering Services
Escrow Agreement
Interlocal Agreements
Lake Worth Sale
Maintenance Agreement/Storm Water
Parks/Improvement
Parks/Other Amenities
Parks/Play Equipment
Project Development
Property/Purchase (Property owned by the City)
Property/Sales (Property owned by the City)
Property/Transfers (Property owned by the City)
Public Art
Sanitary Sewer Main Replacements
Sanitary Sewer Rehabilitations
Settlements (Employees Only)
Streets/Maintenance
Streets/Redevelopment
Streets/Repairs
Streets/Traffic Signals
Structural Demolition (City owned properties)
Utility Relocation
Water Reclamation Facility
Water/Emergency Repair
Water/Interceptor
Water/Main Repairs
Water/Main Replacement
Water/Sanitary Sewer Rehabilitation
Water/Sewer Service
Water/Storage Tank