HomeMy WebLinkAboutCity of Tamarac Resolution R-2000-0951
Temp. Reso. #8963
March 16, 2000
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2000 - q,'
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, APPROVING THE
EXECUTION AND DELIVERY OF CERTAIN LEASE
DOCUMENTS IN CONNECTION WITH THE
PROPOSED FINANCING OF A PASSENGER BUS
UNDER A MASTER LEASE -PURCHASE AGREEMENT
BETWEEN THE CITY AND KISLAK NATIONAL BANK;
AMENDING THE ANNUAL BUDGET OF ESTIMATED
REVENUES AND EXPENDITURES FOR THE
PURCHASE; PROVIDING FOR THE REPEAL OF
CONFLICTING RESOLUTIONS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, by Resolution being considered by the City Commission this
date, the City has determined a need for loan financing to acquire a passenger
bus (the "Equipment"); and
WHEREAS; the City has determined that it is in the best interests of the
City and its citizenry to acquire the Equipment pursuant to a Master lease -
purchase financing arrangement with Kislak National Bank (the Lessor") and
WHEREAS; the lease documents and various closing documents related
to the lease -purchase financing of the Equipment will be finalized and
substantially final forms of such documents to be on file with the City Clerk; and
WHEREAS, the acceptance of these funds requires the amending of
budgeted revenues and expenditures of Fleet Fund 503, and
Temp. Reso. #8963
March 16, 2000
Page 2
WHEREAS, the City Manager has recommended these amendments to
the Fiscal Year 2000 budget to properly account for all budgetary actions related
to the lease -purchase of the Equipment, and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it
to be in the best interest of the citizens and residents of the City of Tamarac to
amend the FY 00 Budget to address the actions needed to implement the lease -
purchase of the Equipment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
COMMISSION OF THE CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution.
SECTION 2: The appropriate City Officials are hereby authorized and
directed to execute a Master Lease Purchasing Agreement and related lease -
purchase financing documents with Kislak National Bank, attached hereto as
Exhibit "A" and made part hereof, which agreement provides for the financing's
principal amount, interest rate and repayment terms.
SECTION 3: The budget of the City of Tamarac is hereby amended, in
accordance with the Equipment Lease -Purchase Document and all necessary
budgetary transfers of funds are hereby approved.
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Temp. Reso. #8963
March 16, 2000
Page 3
SECTION 4: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in park or application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this Aa day of q4a 12000
ATTEST:
MARION SWEN ON
INTERIM CITY CLERK
Y CERTIFY that I have
i this RESOLUTION as
MIA VA
W-A
RECORD OF COMMISSION VOTE
MAYOR SCMAEISER
DIST 1: COMM. PORTNER
DIST 2: COMM. MISHKIN
DIST 9: COMM. SULTANOF
DIRT 4: VIM ROSEATS
•
•
•
EXHIBIT "A"
. MASTER LEASE -PURCHASE AGREEMENT
•
THIS MASTER LEASE -PURCHASE AGREEMENT, dated as of March 22, 2000
(together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the
"Lease"), between KISLAK NATIONAL BANK (hereinafter called, together with any successors
and assigns "Lessor") and CITY OF TAMARAC, FLORIDA (hereinafter called "Lessee").
WITNESSETH:
Section 1. REPRESENTATIONS AND WARRANTIES OF LESSEE.
Lessee hereby represents and warrants to Lessor that on the date hereof and at all times
during the Term (as defined in Section 3 below) hereof:
(a) Lessee is a political subdivision, municipal corporation or public body
corporate and politic of the State of Florida (the "State"), duly organized and existing under the
Constitution and laws of the State.
(b) Lessee is authorized under the Constitution and laws of the State to enter into
this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder.
(c) Lessee has duly authorized and approved the execution and delivery of this
Lease and all other documents related to the transactions contemplated hereby, and this Lease
constitutes a legal, valid and binding obligation of the Lessee, enforceable against the Lessee in
accordance with the terms hereof except as limited by applicable bankruptcy laws or other laws
affecting the enforcement of creditors rights generally, or by the exercise of judicial discretion in
accordance with general principals of equity.
(d) Each officer or representative of Lessee executing this Lease has been duly
authorized to execute and deliver this Lease and related documents under the terms and provisions of
a resolution of Lessee's governing body, or by other appropriate official action.
(e) Lessee has complied with all open meeting laws, all public bidding laws and
all other State and Federal laws applicable to this Lease, and has obtained all approvals necessary for
the execution, delivery and performance of this Lease and the transactions contemplated hereby.
(f) Neither the execution and delivery hereof, nor the fulfillment of, or
compliance with, the terms and conditions hereof, nor the consummation of the transaction
contemplated hereby, will conflict with, constitute a breach of, or default under, the Constitution and
laws of the State, or the rules of procedure of the Lessee or any indenture, agreement or other
instrument to which the Lessee is a party or by which it is bound, or any constitutional or statutory
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provision, or order, rule regulation, decree or ordinance of any court, government or governmental
body to which the Lessee or any of its other properties are subject.
(g) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, regulatory agency, public board or body pending or, to the best of the
Lessee's knowledge, threatened against the Lessee, wherein an unfavorable ruling or filing would
adversely affect the validity or enforceability of this Lease or any other instrument contemplated for
use in consummating the transactions contemplated hereby, or the exclusion of the portion of the
Rent Payments (as defined in Section 3 below) representing interest from gross income for purposes
of federal income taxation, or would materially and adversely affect any of the transactions
contemplated by this Lease.
(h) The Equipment (as defined in Section 2 hereof) at all times will be used by the
Lessee for the purpose of performing a public function and the acquisition of the Equipment by the
Lessee shall be necessary, useful or appropriate to one or more governmental purposes of the Lessee.
Section 2. LEASING.
(a) Subject to the terms and conditions set forth below, Lessor agrees to lease to
Lessee, and Lessee agrees to lease from Lessor, the Equipment described in the Equipment
Schedules delivered from time to time as described below, including all repairs, replacements,
substitutions and modifications to the same (the "Equipment").
(b) The Lessor may from time to time, at the request of Lessee, provide funds to
acquire Equipment from the manufacturer or supplier thereof ("Supplier") for lease hereunder. The
obligation of Lessor to lease Equipment hereunder shall be subject to the representations and
warranties of Lessee contained herein being true and accurate throughout the term hereof and further
conditioned on receipt by Lessor of each of the following documents in form and substance
satisfactory to Lessor and the Lessee:
(i) a Description of Equipment describing such Equipment executed by
Lessor and Lessee (the "Description of Equipment"):
(ii) an Amortization Schedule setting forth the Rent payable with respect
to such Equipment in the form attached as Exhibit B hereto (the "Amortization Schedule");
(iii) a Schedule of Terms setting forth additional terms applicable to the
lease of such Equipment executed by Lessor and Lessee (the "Schedule of Terms" );
(iv) copies of insurance policies or, at Lessor's option, such other evidence
of insurance which complies with the requirements of Section 11;
(v) bills of sale, titles or other appropriate evidence of ownership or
invoices for amounts due;
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0 (vi) an opinion of counsel for Lessee;
(vii) a copy of Internal Revenue Service Form 8038 G or 8038 GC (as
applicable) completed and executed by Lessee;
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(viii) an Officers' Certificate of Lessee;
(ix) a duly adopted resolution or evidence of other appropriate action of
Lessee approving the acquisition of such Equipment;
(x) executed and completed Form 2003/2004 of the Division of Bond
Finance of the State of Florida;
and
(xi) a Certificate of Acceptance in the form attached as Exhibit C hereto;
(xii) such other documents as Lessor may reasonably request.
All references herein to the Description of Equipment, Amortization Schedule or the
Schedule of Terms for Equipment is a reference to such schedule as it was executed in connection
with the lease of such item of Equipment.
(c) Lessor hereby appoints Lessee its agent for purchase, inspection and
acceptance of the Equipment from the manufacturer or supplier. Subject to the above -stated
conditions, upon execution by Lessee of a Certificate of Acceptance in the form provided by Lessor,
the Equipment described thereon shall be deemed to have been delivered to, and irrevocably
accepted by, Lessee for lease hereunder.
Section 3. TERM, RENT AND PAYMENT.
(a) The rent ("Rent") payable hereunder with respect to all Equipment set forth on
an Equipment Schedule shall commence on the date set forth in the corresponding Schedule of
Terms (the "Commencement Date"). The term ("Term") of this Lease with respect to such
Equipment shall commence on the Commencement Date and shall terminate upon the occurrence of
the first of the following events:
(1) the exercise by Lessee of its option to purchase Lessor's interest in
such Equipment pursuant to Section 18 hereof,
(2) the payment by Lessee of all Rent and other amounts required to be
paid by Lessee hereunder with respect to such Equipment;
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(3) upon the occurrence of an Event of Nonappropriation (as that term is
defined in subsection (c) hereof) with respect to any Equipment, the last day of the
Budgetary Period set forth in the Schedule of Terms for which an appropriation has been
made, subject to Lessor's election to not terminate this Lease with respect to Equipment for
which an appropriation has been made;
(4) an Event of Default by Lessee and Lessor's election to terminate this
Lease pursuant to Section 20 hereof; or
(5) payment of all monies owed pursuant to a Casualty Occurrence with
respect to such Equipment under Section 10 hereof.
(b) Rent shall be paid to Lessor at its address noted in the Schedule of Terms,
except as otherwise directed by Lessor. Payments of Rent shall be in the amount, payable at such
intervals and shall be due in accordance with the provisions of the Amortization Schedule and
Schedule of Terms. (Each payment of Rent is hereinafter referred to as a "Rent Payment".) Lessor
may change the location to which the Rent Payments are to be paid by noting such change on any
invoice to Lessee or by sending Lessee notice in writing of such change. A portion of each Rent
Payment is paid as, and represents, interest as reflected on the Amortization Schedule.
The obligation of the Lessee to pay the amounts required herein shall constitute a current
expense of the Lessee and shall not in any way be construed to be a debt of the Lessee in
contravention of any applicable constitutional, statutory or charter limitations or requirements
concerning the creation of indebtedness of the Lessee. THE PAYMENTS DUE UNDER THIS
LEASE ARE TO BE MADE ONLY FROM THE LESSEE'S LEGALLY APPROPRIATED
FUNDS ON AN ANNUAL BASIS, AND NEITHER THE LESSEE, THE STATE OF FLORIDA,
NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO
PAY ANY SUMS DUE HEREUNDER FROM THE COMPELLED LEVY OF AD VALOREM OR
OTHER TAXES EXCEPT FROM THOSE FUNDS LEGALLY APPROPRIATED BY THE
LESSEE ON AN ANNUAL BASIS, AND NEITHER THE FULL FAITH AND CREDIT NOR
THE TAXING POWER OF THE LESSEE, THE STATE OF FLORIDA OR ANY POLITICAL
SUBDIVISION OR AGENCY THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS
DUE UNDER THIS LEASE. This Lease and the indebtedness evidenced hereby shall not
constitute a lien upon the Equipment, or any part thereof, or on any other property owned by
or within the jurisdictional limits of Lessee.
(c) Lessee shall have the right to terminate its obligation to make Rent Payments
with respect to any Equipment at the end of any Budgetary Period (as that term is defined in the
Schedule of Terms), in the manner and subject to the terms of this subsection (c), if Lessee's
governing body does not appropriate money sufficient to pay the Rent Payments and reasonable
estimated expenses hereunder coming due for the next Budgetary Period with respect to such
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Equipment (such tennination hereinafter an "Event of Nonappropriation"). Upon the occurrence of
an Event of Nonappropriation, Lessee shall not be responsible for the payment of any Rent Payments
with respect to such Equipment coming due during any subsequent Budgetary Period. Upon the
occurrence of an Event of Nonappropriation as provided in this subsection, this Lease shall terminate
and Lessee covenants to surrender and deliver possession of the Equipment to Lessor in accordance
with the provisions of Section 12. Provided, however, that Lessor may elect to continue to lease
hereunder any Equipment for Nvhich an appropriation has been made.
Section 4. TAXES.
Lessee shall report and pay promptly from legally available revenues all other taxes, fees and
assessments due, imposed, assessed or levied against the Equipment (or the purchase, ownership,
delivery, leasing, possession, use or operation thereof), this Lease (or any rentals or receipts
hereunder), or Lessor or Lessee in connection with this Lease, by any foreign, federal, state or local
government or taxing authority, including, without limitation, all license and registration fees, and all
sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties
and charges, together with any penalties, fines or interest thereon (all hereinafter called "Taxes").
Lessee shall reimburse Lessor upon receipt of written request for reimbursement for any Taxes
charged to or assessed against Lessor, and on request of Lessor, submit to Lessor written evidence of
Lessee's payment of Taxes. Lessee shall have no liability for taxes imposed by the United States of
America or any State or political subdivision thereof which are on or measured by the net income of
Lessor.
Section 5. FINANCIAL INFORMATION; REPORTS.
Lessee will provide Lessor with (i) audited financial statements (including, without
limitation, a balance sheet, a statement of revenues, expenditures and change in fund balance) within
210 days after the end of each Budget Year, (ii) a copy of its annual budget within 45 days after
approval by Lessee, and (iii) such other financial information as requested in writing by Lessor.
Lessee will also provide Lessor with the following in writing within the time periods specified: (a)
notice of tax or other lien which attaches to Equipment within ten (10) days of Lessee's obtaining
knowledge of such attachment and such additional information with respect to the tax or lien
promptly upon request of Lessor; (b) notice to Lessor of the relocation of the base -location of the
Equipment outside of the jurisdictional limits of Lessee, ten (10) days prior to any relocation;
(c) copies of the insurance policies or other evidence of insurance required by the terms hereof,
promptly upon request by Lessor; (d) copies of all information, logs, documents and records
regarding or in respect to the Equipment and its use, maintenance and/or condition, within ten (10)
days of such request; (e) a certificate of the authorized officer of Lessee stating that he has reviewed
the activities of Lessee and that, to the best of his knowledge, there exists no default (as described in
Section 20) or event which with notice or lapse of time (or both) would become such a default;
(f) copies of any manufacturer's warranties, promptly upon request; (g) evidence of Lessee's
compliance with maintenance provisions of Section 8 hereof upon request of Lessor; (h) notice of
any anticipated occurrence of an Event of Nonappropriation, if practical, thirty (30) days prior to
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such occurrence; (1) notice of an occurrence of an Event of Nonappropriation within five (5) days of
such occurrence; 0) proof of appropriation for the ensuing Budgetary Period in a form acceptable to
Lessor upon request; and (k) any other documents or reports required by any addenda hereto or
reasonably requested by Lessor.
Section 6. TITLE AND QUIET ENJOYMENT.
(a) Legal title to the Equipment shall, for the convenience of both parties, be titled
in the Lessee. Lessee covenants to promptly return the Equipment to Lessor as provided in Section
12 upon the occurrence of an Event of Nonappropriation, or upon the occurrence of an Event of
Default and Lessor's election to terminate this Lease pursuant to Section 21 hereof. Title to the
Equipment shall vest absolutely with Lessee upon payment of all Rent Payments due hereunder.
(b) So long as Lessee is not in default under this Lease, Lessor covenants and
agrees that it will not interfere with Lessee's quiet enjoyment of the Equipment subject to, and in
accordance with, the provisions hereof.
Section 7. DELIVERY, REGISTRATION, USE AND OPERATION.
(a) The Equipment shall be delivered directly from the Supplier to Lessee.
(b) Lessee, at its own cost and expense, shall cause title of the Equipment to be
placed in the name of Lessee by appropriate documentation.
(c) The possession, use and operation of the Equipment shall be at the sole risk
and expense of Lessee. Lessee agrees that the Equipment will be used and operated in compliance
with any and all statues, laws, ordinances, regulations and standards or directives issued by any
governmental agency applicable to the use or operation thereof, in compliance with any license or
registration relating to the Equipment issued by any agency and in a manner that does not modify or
impair any existing warranties on the Equipment or any part thereof. Lessee will operate the
Equipment solely for governmental use.
Section 8. MAINTENANCE.
(a) Lessee agrees that the Equipment will be maintained in compliance with any
and all statutes, laws, ordinances, regulations and standards or directives issued by any governmental
agency applicable to the maintenance thereof, and in a manner that does not modify or impair any
existing warranties on the Equipment or any part thereof.
(b) Lessee shall maintain, inspect, service, repair, overhaul and test the Equipment
in accordance with (i) all maintenance manuals initially furnished with the Equipment, including
any subsequent amendments or supplements to such manuals issued by the manufacturer from time
to time, and (ii) all recommended "Service Bulletins" issued, supplied, or available by or through the
Manufacturer and/or the manufacturer of any part with respect to the Equipment. Lessee shall
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maintain all records, logs and other materials required by the manufacturer thereof for enforcement
of any warranties. All maintenance procedures required hereby shall be undertaken and completed
in accordance with the manufacturer's recommended procedures, and by properly trained, licensed,
and certificated maintenance sources and maintenance personnel, so as to keep the Equipment in as
good operating condition as when delivered to Lessee hereunder, ordinary wear and tear expected.
(c) Lessee agrees to notify Lessor in writing thirty (30) days prior to making any
material change in the configuration, appearance and coloring of the Equipment from that in effect
at the time the Equipment is accepted by Lessee hereunder, and in the event of such change or
modification of configuration, coloring or appearance, Lessee shall restore, upon request of Lessor,
the Equipment to the configuration, coloring or appearance in effect on the Commencement Date or,
at Lessor's option, to pay to Lessor an amount equal to the reasonable cost of such restoration. The
Lessee's addition of its logo or other identifying marks to Equipment shall not be considered a
material change in the appearance or coloring of the Equipment.
(d) Lessee shall be entitled from time to time during the Term of this Lease to
acquire and install on the Equipment at Lessee's expense, any additional accessory, device or
equipment as Lessee may desire (each such accessory, device or equipment, an "Addition"), but only
so long as such Addition does not alter or impair the originally intended function or use of the
Equipment, and can be readily removed by Lessee prior to the return of the Equipment. Lessee shall
repair all damage to the Equipment resulting from the installation or removal of any Addition so as
• to restore the Equipment to its condition prior to installation, ordinary wear and tear excepted.
(e) Any alteration or modification (each an "Alteration") with respect to the
Equipment that may at any time during the term of this Lease be required to comply with any
applicable law or any governmental rule or regulation shall be made at the expense of Lessee. Any
repair made by Lessee of or upon the Equipment or replacement parts installed thereon in the course
of repairing or maintaining the Equipment, or any Alteration required by law or any governmental
rule or regulation, shall be deemed an accession and shall become a part of the Equipment.
(f) Except as permitted under this Section 8, Lessee will not modify the
Equipment or affix or remove any accessory to the Equipment leased hereunder without Lessor's
consent.
Section 9. LIENS, SUBLEASE AND ASSIGNMENT.
(a) Lessee shall not sell, transfer, assign or encumber the Equipment or Lessor's
rights under this Lease and shall not sublet or part with possession of the Equipment or any part
thereof Lessee shall keep the Equipment and any part thereof free and clear of all liens and
encumbrances other than those which result from (1) the respective rights of Lessor and Lessee as
herein provided; (ii) liens arising from the acts of Lessor; (iii) liens for taxes not yet due; and (iv)
inchoate materialmen's, mechanics', workmen's, repairmen's, employees' or other like liens arising in
• the ordinary course of business of Lessee for sums not yet delinquent or being contested in good
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faith (and for the payment of which adequate assurances in Lessor's judgment have been provided
Lessor).
(b) All of Lessor's right, title and/or interest in and to this Lease, the Rent
Payments and other amounts due hereunder and the Equipment may be assigned and reassigned in
whole or in part to one or more assignees or subassignees at any time, without the consent of Lessee.
No such assignment shall be effective as against Lessee unless and until the Lessor or assignor, as
the case may be, shall have filed with Lessee a copy or written notice thereof identifying the
assignee. All Rent Payments due hereunder shall be paid to Lessor at the address set forth herein or
at the direction of Lessor or assignee designated in the most recent notice of assignment filed with
Lessee, such other address as Lessor or assignee directs. Upon such assignment, Lessee shall
provide notice thereof to all insurers and shall cause the insurance policies as required by Section 11
hereof to be modified to protect the assignees.
(c) This Lease shall inure to the benefit of and shall be binding upon the Lessor
and the Lessee and their respective successors and permitted assigns.
Section 10. LOSS, DAMAGE AND STIPULATED LOSS VALUE.
Lessee hereby assumes and shall bear the entire risk of any loss, theft, confiscation,
expropriation, requisition, damage to, or destruction of, the Equipment, or any part thereof from any
• cause whatsoever. Lessee shall promptly and fully notify Lessor in writing if Equipment shall be or
become worn out, lost, stolen, confiscated, expropriated, requisitioned, destroyed, irreparably
damaged or permanently rendered unfit for use from any cause whatsoever (such occurrences being
hereinafter called "Casualty Occurrences"). In the event that, in the opinion of Lessor, a Casualty
Occurrence has occurred which affects only a portion of an item of the Equipment, then Lessee, at its
own cost and expense, shall replace such portion with a replacement part acceptable to Lessor. In
the event that, in the opinion of Lessor, a Casualty Occurrence has occurred in respect to an item of
Equipment in its entirety, on the Rent Payment date next succeeding a Casualty Occurrence (the
"Payment Date"), Lessee shall pay Lessor the sum of (i) an amount equal to the portion of the
Prepayment Price applicable to the affected Equipment for the time period of the Casualty
Occurrence; and (ii) all Rent Payments and other amounts which are due or accrued hereunder as of
the Payment Date. Upon payment of all sums due hereunder, the Term of this Lease as to the item of
Equipment shall terminate, and Lessee shall be entitled to retain possession of such Equipment.
Section 11. INSURANCE.
Lessee agrees to keep the Equipment insured, at its own expense, with such companies and
on such terms acceptable to Lessor, in such amounts and for such risks as is customary for
equipment of the nature and type of the Equipment and as may be reasonably requested by the
Lessor. The insurance shall (1) name Lessor as additional insured and shall have a loss payable
clause in favor of Lessor, as its interest may appear, irrespective of any breach of warranty or other
act or omission of Lessee; (ii) shall not be subject to any co-insurance clause; and (iii) shall provide
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that it may not be altered or cancelled by the insurer until after thirty (30) days written notice to
Lessor. Any expense of Lessor in adjusting or collecting insurance shall be borne by Lessee. Lessee
shall not make adjustments with insurers except (a) with respect to claims from damage to an item of
Equipment where the repair costs do not exceed ten percent (10%) of such item's fair market value,
or (b) with Lessor's written consent. Lessor may, at its option, apply proceeds of insurance, in whole
or in part, to repair or replace the damaged or lost item of Equipment or any portion thereof, or to
satisfy any obligation of Lessee to Lessor hereunder. In addition to property and liability insurance
referenced above, if required by State law, Lessee shall carry workmen's compensation insurance
covering all employees on, in, near or about the Equipment, and upon request shall furnish to Lessor
certiEcates evidencing such coverage. Upon prior written consent of Lessor, Lessee may self -insure
for some or all of the above -referenced public liability, property, and casualty damage risks.
If Lessee is covered under a program of self insurance, Lessee shall provide Lessor with a
letter from its insuring authority certifying to the existence of a continuing self-insurance program
which meets the requirements of applicable law. In such event, Lessee shall provide a minimum of
ten (10) days written notice to Lessor of any material change or cancellation of said self insurance
program. In the event that such self-insurance program is unavailable or terminated, Lessee agrees
to procure and maintain with a carrier authorized to do business in Florida and acceptable to Lessor,
which acceptance shall not be unreasonably withheld, all insurance required hereby, including fire,
theft, and extended coverage insurance on the Equipment, insuring the full insurable value against
risk of loss or damage and providing for a minimum of ten (10) days written notice of material
change or cancellation to Lessor. Lessee shall provide Lessor with copies of certificates of the
insurance carrier or carriers evidencing such insurance coverage.
Section 12. RETURN OF EQUIPMENT.
(a) Upon termination of this Lease due to an Event ofNonappropriation, or due to
an Event of Default and Lessor's election to terminate this Lease (subject to Lessor's election to
continue this Lease with respect to Equipment for which no Event of Nonappropriation has
occurred), Lessee covenants to promptly return all Equipment leased hereunder to Lessor together
with all logs, manuals and data, including without limitation, inspection, modification and overhaul
records required to be maintained with respect hereto under this Lease or under the manufacturer's
recommended maintenance program. Upon return of the Equipment, Lessee shall, upon request,
assign to Lessor its rights under any manufacturer's maintenance service contract or extended
warranty for the returned Equipment or any part thereof. All expenses for return of such Equipment
and delivery of the aforementioned logs, manuals and data shall be borne by Lessee. The Equipment
shall be returned in the condition in which the Equipment is required to be maintained pursuant to
Section 8 hereof, but with all logos or other identifying marks of Lessee removed.
(b) Upon return of the Equipment, Lessor shall arrange for the inspection of same
within thirty (30) days of return to determine if such Equipment has been maintained and returned in
accordance with the provisions hereof. Lessee shall be responsible for the reasonable cost of such
IS inspection and shall pay Lessor such amount as additional Rent within ten (10) days of demand for
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•
same. In the event that the results of such inspection indicate that such Equipment, or any part
thereof, has not been maintained or returned in accordance with the provisions hereof, Lessee shall
pay to Lessor within ten (10) days of demand, as liquidated damages, the estimated cost ("Estimated
Cost") of servicing or repairing such Equipment, or part. The Estimated Cost shall be determined by
Lessor by obtaining two quotes for such service or repair work and taking the average of same.
Lessee shall bear the cost, if any, incurred by Lessor in obtaining such quotes.
(c) In the event of return of Equipment to Lessor pursuant to (a) above, Lessor
shall use its best efforts to sell all or part of the Equipment upon such terms as Lessor in its
reasonable judgment deems prudent. Lessor shall apply the net proceeds of such sale in the
following manner: (i) firstly, to reimburse Lessor for all costs associated with the removing,
holding, repairing and selling of Equipment; (ii) secondly, to reimburse Lessor for Lessee's
remaining obligations under the Lease including, but not limited to, the applicable Prepayment Price;
and (iii) lastly, any amounts remaining thereafter shall be remitted to Lessee.
(d) All of Lessor's rights contained in this Section shall survive the expiration or
other termination of this Lease.
Section 13. INTEREST RATE SUBJECT TO ADJUSTMENT.
In setting the interest rate used in calculating the interest component of the Rental Payments
set forth in the Amortization Schedule, the Lessor has taken into consideration: (a) the current
Maximum Corporate Income Tax Rate, including Sub -Chapter S corporations, as established in
Section 11 of the Internal Revenue Code of 1986, as amended (the "Code"), (b) the treatment of this
Lease as a "qualified tax-exempt obligation" under Section 265 of the Code, and (c) other factors
which affect tax yield to the Lessor. Should there be future changes in the Code or related
regulations which affect the after-tax yield to Lessor. Should there be furture changees in the Code
or related regulations which affect the after-tax yield of Lessor, the Lessor may adjust the interest
rate in order to maintain the same after-tax yield as in effect on the date hereof.
As utilized in this Section, the term "Determination of Taxability" shall mean any
determination, decision or decree by the Commissioner of Internal Revenue or any District Director
of Internal Revenue, as such officers are identified by the Code, or any court of competent
jurisdiction, or an opinion of counsel experienced in tax matters that the Interest component payable
under this Lease is includable in the gross income (as defined in Section 61 of the Code) of the
Lessor as a result of the occurrence of a Taxable Event (herein defined). A Determination of
Taxability shall be deemed to have occurred on the first to occur of the following:
(a) on that date when the Lessee files any statement, supplemental statement or
other tax schedule, return or document which discloses that a Taxable Event (hereinafter defined)
shall have occurred;
OR103198;1 10
(b) on that date when the Lessee or the Lessor shall be advised by said
Commissioner of Internal Revenue or any such District Director of Internal Revenue that, based
upon (1) filings of the Lessee, (ii) any review or audit of the Lessee, or (iii) upon any ground
whatsoever, a Taxable Event shall have occurred; or
(c) on that date (i) when the Lessee shall receive notice from the Lessor that the
Internal Revenue Service has assessed as includable in the gross income (as defined in Section 61 of
the Code) of the Lessor the interest component due to the occurrence of a Taxable Event; or
(ii) when the Lessee shall be advised by said Commissioner or any such District Director of Internal
Revenue that the interest component is includable in the gross income of the Lessor due to the
occurrence of a Taxable Event; or (iii) when the Lessee shall receive an opinion of counsel
experienced in tax matters that the interest component is includable in gross income due to the
occurrence of a Taxable Event.
As utilized in this Section, the term "Taxable Event" shall mean that event which shall cause
the interest component of the Rent paid or payable under this Lease to become includable for federal
income tax purposes in the gross income of the Lessor as a consequence of any act, omission or
event whatsoever, other than an act, omission or event caused by the Lessor, and regardless of
whether the same was within or beyond the control of the Lessee. A Taxable Event shall be deemed
to have occurred as of the earliest date on which it is alleged that interest became so includable.
If a Determination of Taxability should occur, the interest portion of the rent
payments shall be increased to the interest rate necessary to maintain the same after-tax yields as in
effect on the date hereof (the "Taxable Rate"), and such increased rate of interest shall be payable
from and after the date of the Event of Taxability ("Date of Taxability'). Provided, however, that if
the Lessee shall elect to contest such allegation and such contest results in a final order or judgment
of a court or administrative body of competent jurisdiction to the effect that a Taxable Event has not
occurred and the time for any appeal of such order or judgment has expired, then no Taxable Event
shall be deemed to have occurred and interest rate adjustments theretofore paid shall be refunded by
the Lessor.
Section 14. PERSONAL PROPERTY.
The Equipment shall at all times be and remain, personal property notwithstanding that the
Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached
to, or embedded in, or permanently resting upon, real property or any building thereon, or attached in
any manner to what is permanent as by means of cement, plaster, nails, bolts, screws, or otherwise.
If, notwithstanding the intention of the parties and the provisions of this Section 14, any person
acquires or claims to have acquired any rights in the Equipment or any portion thereof by reason of
such Equipment's being affixed to real property and such person seeks in any manner to interfere
with the continued quiet enjoyment of the Equipment by Lessee as contemplated by this Lease,
Lessee shall immediately notify Lessor in writing of such fact and shall seek diligently to remove the
basis for any such interference. Unless the basis for such interference is waived or removed to the
OR103198;1 11
satisfaction of Lessor within thirty (30) days from the date it is asserted, Lessee, upon written request
from Lessor, shall within ten (10) days after such request pay to Lessor an amount equal to the sum
of (i) an amount equal to the Prepayment Price applicable to the time period of the interference, and
(ii) all Rent Payments and other amounts which are due or accrued hereunder. Upon such payment
the Lease of such Equipment shall terminate and all of Lessor's title to and rights in such Equipment
shall become the property of Lessee.
Section 15. NET LEASE; NO SET-OFF, ETC.
This Lease is a net lease. Subject to the provisions of Section 3 subsection (c) hereof,
Lessee's obligation to pay Rent and other amounts due hereunder shall be absolute and
unconditional. Lessee shall not be entitled to any abatement or reduction of, or set-off against, said
Rent or other amounts, including, without limitation, those arising or allegedly arising out of claims
or disputes (present or future, alleged or actual, and including claims arising out of strict tort or
negligence of Lessor) of Lessee against or with the manufacturer or vendor of the Equipment, any
supplier of labor or materials in connection therewith, or any other person. Nor shall this Lease
terminate or the obligations of Lessee be affected by reason of any defect in or damage to, or loss of
possession, use or destruction of, the Equipment, from whatsoever cause or breach of warranties of
the manufacturer or seller of the Equipment. Subject to the provisions of Section 3 subsection (c), it
is the intention of the parties that Rent Payments and other amounts due hereunder shall continue to
be payable in all events in the manner and at the times set forth herein, unless the obligation to do so
shall have been terminated pursuant to the express terms hereof
10 Section 16. INDEMNIFICATION.
•
(a) Lessee hereby agrees to the extent permitted by law to indemnify, save and
keep harmless Lessor, its agents, employees, successors and assigns from and against any and all
losses, damages, penalties, injuries, claims, actions and suits, of whatsoever kind and nature, in
contract or tort, whether caused by the active or passive negligence of Lessor or otherwise, and
including, but not limited to, Lessor's strict liability in tort, arising out of (i) the selection,
manufacture, purchase, acceptance or rejection of Equipment, the ownership of Equipment by Lessee
during the Term of this Lease, and the delivery, lease, possession, maintenance, use, condition,
return or operation of the Equipment (including, without limitation, latent and other defects, whether
or not discoverable by Lessor or Lessee and any claim for patent, trademark or copyright
infringement), or (ii) the condition of the Equipment sold or disposed of after use by Lessee, any
sublessee or employees of Lessee. Lessee shall, upon request, defend any actions based on, or
arising out of, any of the foregoing.
(b) All of Lessor's rights, privileges and indemnities contained in this Section
shall survive the expiration or other termination of this Lease and the rights, privileges and
indemnities contained herein are expressly made for the benefit of, and shall be enforceable by
Lessor, its successors and assigns.
OR10319e;1 12
0 Section 17. DISCLAIMER.
LESSEE ACKNOWLEDGES THAT IT SHALL SELECT THE EQUIPMENT WITHOUT
ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES AND THAT LESSEE
LEASES THE EQUIPMENT IN AN "AS IS" CONDITION. LESSOR DOES NOT MAKE, HAS
NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT
TO THE EQUIPMENT LEASED HEREUNDER OR ANY COMPONENT THEREOF,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO CONDITION, DESIGN,
COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP,
MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY,
PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as
between Lessor and Lessee, are to be borne by Lessee. Without limiting the foregoing, Lessor shall
have no responsibility or liability to Lessee or any other person with respect to any of the following
(except at such times as Lessor is in possession of the Equipment), regardless of any negligence of
Lessor (i) any liability, loss or damage caused or alleged to be caused directly or indirectly by the
Equipment, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any
other circumstance in connection therewith; (ii) the use, operation or performance of the Equipment
or any risks relating thereto; (iii) any interruption of service, loss of business or anticipated profits or
consequential damages; or (iv) the delivery, operation, servicing, maintenance, repair, improvement
or replacement of the Equipment. If, and so long as, no default exists under this Lease, Lessee shall
be, and hereby is, authorized during the Term to assert and enforce, at Lessee's sole cost and
expense, from time to time, in the name of and for the account of Lessor and/or Lessee, as their
interests may appear, whatever claims and rights Lessor may have against any Supplier of the
Equipment.
Section 18. PURCHASE OPTION.
(a) Provided that no Event of Default has occurred and is continuing hereunder,
Lessee shall have the option to purchase all of Lessor's right and/or interest in and to the Equipment
on any Rent Payment Date (the "Purchase Date") for the applicable Prepayment Price as set forth in
the Amortization Schedule. The sale of the Lessor's interest in and to the Equipment to Lessee shall
be on a AS IS, WHERE IS basis, without any recourse or warranty whatsoever as against Lessor.
(b) Lessee shall give notice to Lessor of its intention to exercise its option not less
than sixty (60) days prior to the Rent Payment Date on which the option is to be exercised and shall
remit to Lessor on such date an amount equal to the sum of (i) the Prepayment Price; and (ii) all Rent
Payments and other amounts due or accrued through and including the Purchase Date.
OR103198;1 13
0 Section 19. MUTUAL COVENANT REGARDING TAX-EXEMPT STATUS.
The Lessee and the Lessor mutually covenant that neither will take any action nor omit to
take any action with respect to this Lease, the Equipment leased hereunder, or any funds of the
Lessee if such action or omission (1) would cause the interest component of the Rent to lose its
exclusion from gross income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986, as amended (the "Code") and applicable regulations, or (ii) would cause such
interest component of the Rent to lose its exclusion (if any) from alternative minimum taxable
income as defined in Section 55(b)(2) of the Code except to the extent such interest is required to be
included in the adjusted net book income and adjusted current earnings adjustments applicable to
corporations under Section 56 of the Code in calculating corporate alternative minimum taxable
income, or (iii) would subject the Lessee to any penalties under Section 148 of the Code. Subject to
the Lessee's right to terminate this Lease as provided herein, the foregoing covenant shall remain in
full force and effect, notwithstanding the payment in full of the Rent, until the date on which all
obligations of the Lessee in fulfilling the above covenant have been met.
Section 20. EVENTS OF DEFAULT.
The term "Event of Default", wherever used herein, shall mean any of the following events,
whatever the reason for such Event of Default and whether it shall be voluntary or involuntary, or
come about or be effected by operation of law, or be pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation or any administrative or
governmental body: (a) Lessee shall fail to make any payment of Rent when the same shall become
due; or (b) Lessee shall fail to keep in full force and effect insurance required under this Lease; or (c)
Lessee shall or shall attempt to (except as expressly permitted by the provisions of this Lease)
remove, sell, transfer, encumber, part with possession of, assign or sublet the Equipment, or any part
thereof, use the Equipment for an illegal purpose, or permit the same to occur; or (d) Lessee shall
breach its covenant to return the Equipment upon an Event of Nonappropriation, or upon an Event of
Default and Lessor's election to terminate this Lease; or (e) Lessee shall fail to perform or observe
any covenant, condition or agreement not included within (a), (b), (c) or (d) above which is required
to be performed or observed by it under this Lease or any agreement, document or certificate
delivered by Lessee in connection herewith, and such failure shall continue for twenty (20) days after
written notice thereof from Lessor to Lessee (or, if such default cannot be corrected within twenty
(20) days, shall have failed to initiate and diligently pursue appropriate corrective action); or (f) any
representation or warranty made by Lessee in this Lease or any agreement, document or certificate
delivered by Lessee in connection herewith or pursuant hereto shall prove to have been incorrect in
any material respect when any such representation or warranty was made or given (or, if a continuing
representation or warranty, at any material time); or (g) Lessee shall generally fail to pay its debts as
they become due or shall file a voluntary petition in bankruptcy; or (h) a petition is filed against
Lessee in a proceeding under applicable bankruptcy laws or other insolvency laws (other than any
law which does not provide for or permit any readjustment or alteration of Lessee's obligations
hereunder in each case), as now or hereafter in effect, and is not withdrawn or dismissed within
ninety (90) days thereafter, or if, under the provisions of any law (other than any law which does not
OR103198;1 14
•
provide for or permit any readjustment or alteration of Lessee's obligations hereunder in each case)
providing for reorganization or liquidation of legal entities which may apply to Lessee; or (1) any
court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or of any
substantial part of its property and such jurisdiction, custody or control shall remain in force
unrelinquished, unstayed or unterminated for a period of sixty (60) days; or 0) Lessee becomes
insolvent.
Section 21. REMEDIES.
Whenever any Event of Default referred to in Section 20 hereof shall have happened and be
continuing with respect to the Equipment, Lessor shall have the right, at its option and without any
further demand or notice, and with or without terminating this Lease, to declare all Rent Payments
due or to become due during the Fiscal Year in effect when the default occurs to be immediately due
and payable by Lessee, whereupon such Rental Payments shall be immediately due and payable. If
the Event of Default is Lessee's breach of its covenant to return the Equipment, Lessor shall be
entitled to liquidated damages equal to the Rent Payments for the Equipment pro -rated on a daily
basis for each day the Equipment is retained. Any judgment for damages shall be payable solely
from legally available funds of the Lessee, and Lessor shall not have the power to require levies of
ad valorem taxes in the future to pay Rent Payments.
The remedies provided to Lessor herein shall be the sole and exclusive remedies exercisable
by Lessor in an Event of a Default by Lessee hereunder. Lessor shall in no event have the right to
involuntarily dispossess Lessee of the Equipment or title thereto. Lessor and Lessee do not intend to
create a security interest in any Equipment.
No delay or omission to exercise any right or remedy accruing hereunder shall impair any
such right or remedy or shall be construed to be a waiver thereof, but any such right and remedy may
be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor
to exercise any remedy reserved to it in this Lease it shall not be necessary to give any notice, other
than such notice as may be required in this Lease.
In the event any agreement contained in this Lease should be breached by either party hereto,
and thereafter such breach should be waived by the other party hereto, such waiver shall be limited to
the particular breach so waived and shall not be deemed to waive any other breach hereunder.
In the event that there is an Event of Default and the nondefaulting party should employ
attorneys and/or incur other expenses for the collection of moneys or the enforcement of
performance or observance of any obligation or agreement on the part of the nondefaulting party
herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting
party the reasonable fee of such attorneys and/or such reasonable expenses so incurred by the
nondefaulting party.
OR103190;1 15
Whenever any Event of Default referred to in Section 20, Clause (a) hereof shall have
occurred and be continuing with respect to the Equipment, Lessor shall have the right at its option
and without any further demand or notice, to require a late payment charge for each thirty (30) day
period or part thereof during which such Event of Default occurs equal to one and one-half percent
(1 1/2%) of the delinquent amount, and Lessee shall be obligated to pay from funds legally available
for such purpose, the same immediately upon receipt of Lessor's written invoice therefore, provided,
however, that this provision shall not be applicable if or to the extent that the application thereof
would affect the validity of this lease.
Section 22. ESCROW AGREEMENT; TRUST FUND.
To the extent approved by Lessor and Lessee, sums advanced by Lessor for the acquisition of
Equipment may be funded through use of an escrow agent. All aspects of any such arrangement
shall be subject to the prior approval of Lessor including, but not by way of limitation, selection of
the escrow agent and the procedures for disbursements. Lessee agrees that any such escrow agent
may be an affiliate of Lessor, provided that only the customary escrow fees are charged by such
affiliate. All costs incurred in connection with any such escrow shall be paid by Lessee.
For the initial funding hereunder as reflected in the Schedule of Terms dated March 22,
2000, and for future fundings, if approved by Lessor and Lessee, Lessor shall deposit funds with
Lessee to be applied by Lessee to acquire Equipment. Such funds shall be held by Lessee in a
segregated account at a financial institution or trust company and applied to acquire Equipment upon
delivery to Lessor of those items required by Sections 2(b)(1), (4), (5), (9), (11) and (12) hereof.
Any balance remaining in such fund after the date which is two (2) years after the deposit of funds
therein shall be applied to pay scheduled Rent Payments until fully expended.
Section 23. EXECUTION AND LAWS GOVERNING VENUE.
This Lease and each of the exhibits hereto shall be binding only when accepted by the Lessor.
at its Orlando, Florida office and shall be construed and governed by the Laws of the State of
Florida. As part of the consideration for the Lessor's executing this Lease, Lessee agrees that all
actions or proceedings arising directly or indirectly from this Lease shall be litigated only in courts
having its situs within Orange County, Florida, and Lessee hereby consents to the jurisdiction of that
court and waives any rights to the selection of venue.
Section 24. MISCELLANEOUS.
(a) Any cancellation or termination by Lessor, pursuant to the provisions of this
Lease, any exhibit, supplement or amendment hereto, or the release of the Equipment hereunder,
shall not release Lessee from any then outstanding obligations to Lessor hereunder. All exhibits,
certificates, consents and other attendant documents referenced herein are incorporated herein by
reference.
OR103198;1 16
(b) Time is of the essence. Lessor's failure at any time to require strict
performance by Lessee of any of the provisions hereof shall not waive or diminish Lessor's right
thereafter to demand strict compliance therewith.
(c) All notices, certificates or other communications hereunder shall be in writing
and deemed given when delivered or mailed by certified or registered mail, postage prepaid, to the
respective addresses set forth in the Schedule of Terms. The Lessee and the Lessor may designate by
written notice any further or different addresses to which subsequent notices, certificates or other
communication shall be sent.
(d) If the date for making any payment or the last day for performance of any act
or the exercising of any right, as provided in this Lease, shall be a legal holiday, or a day on which
banking institutions in the city in which the principal office of the Lessor or the assignee of the
Lessor is located are authorized by law to remain closed, such payment may be made, or act
performed, or right exercised on the next succeeding day not a legal holiday or a day on which such
banking institutions are authorized by law to remain closed, with the same force and effect as if done
on the date otherwise specified herein.
(e) In the event that any provision of the Lease (other than the requirement of
(i) the Lessee to make Rent Payments; (ii) the Lessor to provide quiet enjoyment of the Equipment;
and (Ili) the Lessee to convey the Equipment to the Lessor under the conditions set forth herein) shall
be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof. Any provisions in this Lease which
are in conflict with any statute, law or applicable rule shall be deemed omitted, modified or altered to
conform thereto.
(f) This Lease may be executed simultaneously in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
(g) The substantive law, but not the choice of law rules, of the State of Florida,
and rules and regulations issued pursuant thereto, shall be applied in the interpretation and
enforcement hereof.
(h) The captions and headings herein are for convenience only and in no way
define, limit or describe the scope or intent of any provisions or sections of this Lease.
(i) The signatories affirm that to their knowledge, no employee of the Lessee has
any personal or beneficial interest whatsoever in the acquisition of the Equipment.
0) This Lease constitutes the entire agreement of the parties with respect to the
subject matter hereof. NO VARIATION OR MODIFICATION OF THIS LEASE, OR ANY
WAIVER OF ANY OF ITS PROVISIONS OF CONDITIONS, SHALL BE VALID UNLESS IN
OR103198;1 17
•
•
WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE
PARTIES HERETO. Any such waiver, consent, modification or change shall be effective only in
the specific instance and for the specific purpose given. There are no understandings, agreements,
representations or warranties, express or implied, not stated hereunder. No variation or modification
of this Lease, or waiver of any of its provisions or conditions shall be valid after assignment by
either party unless approved by assignee.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be executed by
their duly authorized representatives as of the date first above written.
LESSOR:
KISLAK NATIONAL BANK
By:
Denise Beauchamp
Its: Senior Vice President
LESSEE:
CITY OF TAMARAC, FLORIDA
By:
Joe Schreiber
Its: Mayor
ATTESTED:
By:
Carol Gold, CMC/AAE, City Clerk
(SEAL)
OR103198;1 18
9Y OF TAMARAC
PAYMENT SCHEDULE
PASSENGER BUS
Total Loan Amount:
$
55,836.00
Annual Percentage Rate:
5.14%
Total Number of Payments:
5
Yearly Payment:
$12,944.87
First Payment Date:
11/29/00
Payment Date
Pmt #
Pmt Amount
Principal
Interest
Principal Balance
1
$12,944.87
10,077.70
2,867.18
45,758.30
2
$12,944.87
10,595.19
2,349.69
35,163.12
3
$12,944.87
11,139.25
1,805.63
24,023.87
4
$12,944.87
11,711.25
1,233.63
12,312.62
5
$12,312.62
11,680.37
632.25
632.25
6
$632.25
599.79
32.47
32.47
$64,724.37 $55,803.53 $8,920.84
03/14/2000 12:28 4072403329 DENISE BEAUCHAMP PAGE 01
713 Plnar Drive
Orlando, FL 32825
Phone: 407-207-9192 Fax: 407-207-9193
Toll Free 877-759-5253 www,baaKgjus.wm
E mail: denbe aQattglobal.net
Fax
To: Purchasing Division
IF= 954-724-2408
Prone:
Re: L0100-LO15 Due 4PM 3/14/2000
From: Denise Beauchamp
Pages: 5
Date: 03/14/00
CC:
❑ Urgent Q For Review ❑ Please Comment ❑ Please Reply
10 i Comments;
Copy 2
•
❑ Please Recycle
03/14/2000 12:28 4072403329 DENISE BEAUCHAMP PAGE 02
KMSLAK
0�fp NATIONAL BANK
March 14, 2000
Purchasing Division
City of Tamarac
7525 NW 88'h Avenue
Tamarac, FL 33321-2401
VIA FACSIMILIE: 954-724-2408
LETTERS OF INTEREST NUMBER 00-1.-15
DUE: March 14, 2000 — 4PM EST
Attached please find the Official Proposal Form along with my proposal dated February 8, 2000, The Five
year interest rate is calculated as a function of the formula found on page two (2) of the 2/8/2000 proposal.
Interest Rate: 5.135°/a, 5 year, bank -qualified. Rate to be set within 3 days of closing.
Today, the interest rate for the 5 year US Treasury Note (USTN) as listed in the Wall Street Journal is 6.62%.
Previously, the 5 year USTN was 6.811/o or a difference of 19 basis points. The calculation is 61%0 of the
change which would be a reduction in the rate of 11.5 basis points. Previously, the rate quoted for the five
year term was 5.25%, using the formula and the 11.5 basis point reduction, the new rate would be 5.135%.
I have reviewed the City's Master Lease Purchase Agreement which was forwarded to me by Leanne
Williams. This agreement is acceptable to the bank. Formal credit approval has been obtained for an amount
up to $562,970. All other terms and conditions outlined in my proposal dated 2/8/M00 rernatri in effect.
If you have any questions or need additional information, please call me toll -free at 877-759-5253.
Best regards,
Denise Beauchamp
Senior Vice President
713 Pinar Drive • Orlando, FL 32825 • Tel: 407,240.4115 • Fax: 407.240.3329 o Toll Free: 1.877.759.5253
03/14/2000 12:28 4072403329 DENISE BEAUCHAMP PAGE 03
Q3/ 01/00 11: 23 FAX. 954 724 1321 CITY OF TAMARAC FINANCE IO D05
CITY OF TAMARAC, FLORIDA
Letters of Interest Number 00-L-15
OFFICIAL PROPOSAL FORM
Subject to all the required conditions we hereby offer financing to the City of Tamarac,
Florida.
Telephone:
Signature:
Each Proposer is requested to supply the following information,
(The amount below includes all costs associated with this financing providing the
City with $$$,E38.00 in proceeds. Please note that interest rate will be calculated
on a 360-day basis.)
Amount:
Interest Rate — Bank Qualifled
Fee and Expenses:
List Conditions, if any:
0
W ►.1112141 * `
mp�w
03/14/2000 12:28 40724e3329 DENISE BEAUCHAMP PAGE 04
February 8, 2000
Ms. Lynda Flurry, CPPO
Purchasing & Contracts Manager
City of Tamarac
7525 NW 88`s Avenue
Tamarac, FL 33321-2401
RE: Letters of Interest — Financial Lending .institution
Dear Ms. Flurry:
The following is the Kislak National Bank proposal for financing for the capital equipment which the City of Tamarac
anticipates acquiring.
LESSU& Kislak National Bank, Miami Lakes, Florida
LESSEE: City of Tamarac, Florida
EOUIPMENT: Various vehicles and heavy equipment purchases.
AMOUNT TO BE FINANCES $562,970.00
F,5TiMATED CLOSING DATE: February 23,2000
EOUIPM,F,NT IFI _ANCING VEHICLIE<;. It is proposed that the parties utilize the Master Lease -Purchase Agreement.
Under such an arrangement, the Lessee would be able to obtain additional leased equipment under the same basic terms and
conditions as originally agreed to without having to negotiate and execute a new contract. Voder this structure, there
would be no covenant to budiret and senroRriate and no rgvenue oledge. The lease -purchase would not be
considered tong teEW lebt.
LEASE TERM: Five (5) years (Vehicles); Seven (7) years (Heavy Equipment)
LEASE COMMENCEMENT DATE: The Lease Term will commence upon the funding of the Lease (payment to
vendor) or the funding of the lease into a trust account.
TRUST ACCOUNT: TRUST ACCOUNT: The entire lease proceeds would be deposited by the Bank into a City owned
Trust Account prior to the delivery of the Equipment. The Trust Account, to be held by the City, would be established at
the City's discretion. The Lease Term would commence on the date that the Trust Account is funded, with lease
amortization commencing at that point. This alternative would allow the City to lock in an interest rate up front when the
Trust Account is funded. The account will be designated in the Lease to be used solely for payment of the Equipment_
Upon presentation of an invoice and a certificate of acceptance from the City, the Bank will authorize payment to be made
to the vendor(s) from the Trust Account. The Trost Account may also be used to reimburse the City for equipment
previously purchased. The bank only requires that invoices be submitted substantiating the expense. There are no bank fees
for the Trust Account. The Trust Account may be established at any institution the City selects. This is an informal
arrangement between the Batik and the City.
TERMS OF LEASE: The Lessee will make periodic lease payments sufficient to pay the debt service on the obligation
during each year the Lease is in effect and not terminated by an event of non -appropriation. The obligation to make lease
payments during any fiscal year will be limited to legally available revenues appropriated for such purpose by the lessee.
After the last scheduled payment, the City will own the asset free and clear.
713 Pinar Drive. Orlando, FL 32825 a Tel: 407.240A115 + F= 407240.3329
ww W.buMnus.com • Toll Free:1.877.759.5253 a Email: denbe@attglobaLnet
9311412000 12:2S 4072403329 DENISE BEAUCHAMP PAGE 05
Ms. Lynda Flurry
City of Tamarac, FL
.February 8, 2000
Page 2
•
BAND QUALIFIED INTEREST RAT -
Five S Year Term 5.25%
Seven 7 Year Term 5.35%
The interest rate will be held firm through February 23, 2000. After (February 23, 2000, the interest rate will be
Indexed to 61% of the change in the 5 year United States Treasury Note as published in the Wall Street Journal.
Currently the 5-year United States Treasury Note is 6.81 % as of February 8, 2000.
After execution of the Lease, the Interest Rate may be adjusted in the event of a change in income tax rates or other laws or
regulations affecting the after-tax yield to the Sank.
EMO�IC_RENTS: Periodic Rents are to be made monthly, quarterly or annually in advance or in arrears_ Amortization
schedules will be forwarded on request and will be included in the final documentation package.
TAX-1aXEMPT STATEMENT; The parties anticipate that the Agreement will qualify as a "qualified tax-exempt
obligation" within the meaning of Section 265(b)(3) of the Code.
PREPAYMENT SCHEDUL - Prepayments maybe made in whole or in part without penalty per the amortization
schedule to be included in the documentation package.
SALES AND USE TAX; Lessee will pay all ftes, assessments, sales, use, property, and other taxes imposed upon Lessor,
resulting from the lease of the equipment.
IP!SU. RAN!QE: Prior to Lease Commencement Date, Lessee, at its sole cost and expense, will provide risk, physical
damage and liability insurance with the Lessor named as "Loss Payee" and "additionally insured", in accordance with its
normal standards, which may include self-insurance.
TITLE TO EQUIPMENT_ Title shall at all times remain in the name of the Lessee.
FINANC 5 TEMENTS; Lessee will furnish financial statements on an annual basis, as well as unaudited financial
information and other supplementary information, which the Bank may request. Additionally, the Lessee will submit a
copy of its annual budget within 45 days after the budget has been adopted.
DOCUMENTATION.- To be provided by the Bank. As is customary, the Lessee's local counsel will be required to --
provide an opinion letter_
TRANSACTION EXPENSES: Lessee shall be responsible for fees and expenses incurred by it. There will be a $250.00
administrative and documentation fee. No other bank fees or expenses will apply.
MA.TERLAL ADVERSE CHANGE: At any time prior to completion of funding, Lessor reserves the right to withdraw
any approval in the event that Lessor determines that there has been a material adverse change in the financial condition of
the Lessee or in its ability or willingness to meet its obligations under this Proposal.
EXPIRATION OF PROPOSAL: This proposal expires unless accepted on or prior to February 29, 2000.
713 Pinar Drive • Orlando, FL 32825. Tel: 407.MA115 • Fatc 407.240M29
www.baukonus.com • Toil Free:1.877.759.5253 a Entail: denbe@atfDlobaLnet
03/14/2000 12:28 4072403329 DENISE BEAUCHAMP PAGE 06
Ms. Lynda Flurry
City of 'Tamarac, FL
February 8, 2000
Page 3
APPROVAL: This proposal does constitute a commitment to lend. Bank credit approval has been obtained. The
contents of this proposal represent the Bank's indication of the terms and conditions that it deems appropriate based upon
the information available as of the date hereof. If the terms of this proposal are acceptable to you, please execute below and
return the original to me along with a copy of the 1999 CAFR
Thank you again for the opportunity to be of service and to present this proposal for your consideration. Should you have
any questions, please feel free to contact me at (407) 240-4115 or toll free at (877) 759-5253
Best Regards,
Denise Beauchamp
Senior Vice President
Proposal accepted this day of , 2000.
CITY OF TAMARAC, FL
•
By:
Title:
•
713 Pinar Drive • Ortando, Fl_ 32825 a Tel: 407.240AI 15 • Fax: 407.240.3329
www.bankonus.com • Toll Free: 1.877.759.5253» Email: denbe@attglobal.net
C7
SKYLAKE STATE BANK Fax:305-558-6554 Apr 24 '00 12:58
EXHIBIT A TO
MASTER LEASE -PURCHASE AGREEMENT
DESCRIPTION OF EQUIPMENT
Schedule "A"
P. 02
This Description of Equipment is executed and delivered pursuant to Section 2 of the Master
Lease -Purchase Agreement dated as of April 17, 2000 (the "Lease"), between KISLAK
NATIONAL BANK ("Lessor") and the CITY OF TAMARAC, FLORIDA ("Lessee"). The
Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Equipment described
below, pursuant to the terms of the Lease, the terms of which are incorporated herein by reference, a
Rental Payment Amortization Schedule executed by Lessor and Lessee dated April 17, 2000 and a
Schedule of Terms dated April 17, 2000.
1 Passenger Bus
Serial Number _
Dated this 17th day of April.
LESSOR:
KISLAK NATIONAL BANK
$55,836.00
LESSM:
CITY OF TAMARAC, FLORIDA
By: By. �z 49Zg_,_
MOLLY A. HrME roe Schreiber
Mayor
EXECUTIVE VICE-PRESIDENT
KISLAK NATXONAL BANK
7900 MIAMr LAKES DRIVE WEST
mxAMr LAKES, PLOAMA 33016
H: Ueases I tamarac �Aequ . doc
SKYLAKE STATE BANK
Fax:305-558-6554 Apr 24 '00 12:58 P.03
C7
SCHEDULE OF TERMS
Schedule "A"
THIS SCHEDULE OF TERMS is executed and delivered pursuant to that certain Master
Lease -Purchase Agreement dated as of April 17, 2000, (the "Lease"), between KISLAK
NATIONAL BANK (the "Lessor"), 7900 Miami Lakes Drive West, Miami Lakes, FL 33016,
Attention: Ronda W. Menendez, and the CITY OF TAMARAC, FLORIDA ("Lessee"), 7525 NW
88`' Ave., Tamarac, FL 33321-2401, Attention: Finance Director,
Equipment Cost:
Number of Payments:
Frequency of Payments:
Payment Due Date:
$55,836.00
Annual in arrears
See Exhibit B to Lease
Interest Rate: 4.940°lo All interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months and shall be subject to adjustment
as provided in the Tease.
Rental: See Exhibit B to Lease
Budgetary Period: October 1 through. September 30
Late Payments: There will be a charge of 1.5% per month of the highest legal rate
allowed on the amount of any Rent Payment which remains unpaid
for ten (10) days after the due date.
THE TERMS GOVERNING THIS SCHEDULE OF PAYMENTS ARE CONTAINED IN
THE LEASE REFERENCED ABOVE AND APPLY WITH THE SAME FORCE AND
EFFECT AS IF SET FORTIFY FULLY HEREIN,
Dated this 17`h day of April, 2000
LESSOR:
KISLAK NATIONAL BANK
MOLLY A. RIME
Its:
EXECUTIVE VICE PRESIDENT
LESSEE:
CITY OF TAMARAC, FLORIDA
By:
7�ti.tc�*tor
Joe Schreiber
Its: Mayor
KISL9KNA77ONAI, aANK
79W MIAMI TAKES DRIVE WFS!
AfIAMI LAKES, FLORIDA 33016
H--VeaSdAtamarpMSCHE.DOC
•
SKYLAKE STATE BANK Fax:305-558-6554 Apr 24 100 12:58
EXHOW B TO
MASTER LEASE -PURCHASE AGREEMENT
RENTAL PAYMENT AMORTIZATION SCHEDULE
SCHEDULE "A"
SEE ATTACHED SCHEDULE
This Rental Payment Amortization Schedule is delivered pursuant to Section 2 of the Master Lease -
Purchase Agreement dated as of April 17, 2000, between KISLAK NATIONAL BANK as Lessor,
and the CITY OF TAMARAC , FLORIDA, as Lessee.
Dated this 17TH day of April 2000.
LESSOR:
KISLAK NATIONAL DANK
By:
14-4—
bM!=beWd== MOLLY A. HIME
Its:
Executive Vice -President:
LESSEE:
CITY OF TAMARAC, FLORJ DA
By: zf
v�,co.c�gac
Joe Schreiber
Its: Mayor
KISL9K NA77'ONAL BANX
7900 MIAW LAKES DRMr WEST
MIAMI LAKES, FL 330I b
0 IgAleaseAramaracNAMORT.DOC