HomeMy WebLinkAboutCity of Tamarac Resolution R-98-086Temp. Resolution #8172
March 12, 1998
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CITY OF TAMARAC
RESOLUTION NO. R-98- S(�
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE A LEASE -
PURCHASE TRANSACTION, UNDER THE TERMS OF
THE MASTER LEASE -PURCHASE AGREEMENT DATED
APRIL 11, 1997 BETWEEN SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, AND THE CITY OF
TAMARAC, FLORIDA, IN THE AMOUNT OF $225,461
FOR THE PURCHASE OF AN INTEGRATED SECURITY
MANAGEMENT SYSTEM FOR CITY FACILITIES;
APPROVING THE LEASE -PURCHASE DOCUMENTS;
MAKING REQUIRED "NEGOTIATED SALE" FINDINGS;
PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City Commission approved on September 22, 1997, Resolution
No. R-97-214, for the adoption of the Capital Improvement Program, which included the
purchase of an Integrated Security Management System for City Facilities; and
WHEREAS, the City Commission of the City of Tamarac has approved
Temporary Resolution No. 8169 which authorizes the purchase of the Integrated
Security Management System for City Facilities; and
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Temp. Resolution #8172
March 12, 1998
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WHEREAS, a lease -purchase transaction to fund the purchase of the Integrated
Security Management System for City Facilities is an appropriate and financially prudent
method of purchasing said item; and
WHEREAS, the Purchasing and Contracts Manager and the City's financial
advisor, Public Financial Management, Inc. (PFM), believe that a new solicitation for
proposals would not materially alter the original rankings from the competitive selection
process for qualified financial lending institutions conducted on February 10, 1998
(Letter of Interest number 98-L-14); and
WHEREAS, SunTrust Bank's original proposal provides a fair and equitable rate
for the City's financing of the Integrated Security Management System for City Facilities;
and
WHEREAS, SunTrust Bank has accepted extending their original terms and
conditions to the lease -purchase transaction for the purchase of the Integrated Security
Management System for City Facilities; and
WHEREAS, it is the recommendation of the Assistant City Manager/Director of
Finance and the City's financial advisor, PFM, that a five year lease -purchase plan be
awarded to SunTrust Bank based on its competitive financial plan having an
advantageous interest rate and cost to the City; and
WHEREAS, State law requires that certain "negotiated sale" findings be made by
the City Commission in connection with this lease -purchase transaction; and
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Temp. Resolution #8172
March 12, 1998
Page 3
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 execute a
lease -purchase transaction with SunTrust Bank for the purchase of an Integrated
Security Management System for City Facilities.
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 to enter into a
lease -purchase transaction with SunTrust Bank, Central Florida, National Association
for the principal amount, interest rate and other repayment terms set forth in the
SunTrust proposal provided as EXHIBIT I.
Section 3: The lease documents, in substantially the form, provided in EXHIBIT
II are hereby approved, and the City Commission hereby authorizes and directs the
Mayor and the City Clerk to execute any such documents to which the City is a party
together with any additional documents and certificates as are necessary and
appropriate to carry out the intent hereof.
Section 4: Pursuant to Florida Statutes, Section 218.385, the City Commission
hereby declares that it is in the best interest of the City that the subject lease be
"negotiated" with SunTrust Bank rather than offered for public sale by competitive bid
because a public sale would not, in all likelihood, result in more favorable terms due to
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Temp. Resolution #8172
March 12, 1998
Page 4
the size and nature of the lease financing and the fact that the City has solicited and
received competitive proposals from various financial institutions on February 10, 1998.
Section 5: All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 6: 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 part or in
application, it shall not affect the validity of the remaining portion or applications of this
Resolution.
Section 7: This Resolution shall become effective immediately upon its
adoption. yy�
PASSED, ADOPTED AND APPROVED this 25 day of ; , 1998.
ATTEST:
CAROL GO CMC/AAE
CITY CLER
I HEREBY CERTIFY that I have
approved this Resolutiop as
MI ELL S. KRAF
CITY ATTORNEY
JOE r
r
ER
MAYOR
RECORD OF COMMIS;
MAYOR SCHREIBER
DIST 1: COMM. Mc;KAYE
DIST 2: WM MISHKIN
DIST 3: COMM. SULTANOF
DIST 4: COMM. ROBERTS
VOTE
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TABLE OF CONTENTS
EXHIBIT I
TEMP RESO #8172
LEASE -PURCHASE TRANSACTION ACCEPTANCE
MASTER LEASE -PURCHASE AGREEMENT
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AMORTIZATION SCHEDULE
---- Aggregate Of Lending Loans -
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u
date
Mar-27-98
Mar-27-99
Mar-27-00
Mar-27-01
Mar-27-02
TOTAL
Prepared Mar-13-1998 9:39 by ....................................
Denise Beauchamp
Parameter filename ..................................................
Tamarac 3/98
Parameter path..........................................................
c:\ivory\
Aggregate average life
.................................................
2.558 years
Rate..............................................................4.74112491%
Starting
Debt
Balance
TakeDowns
Service
Interest
Principal
0,00
225,461.00
49,363,33
0.00
49363.33
225,461.00
49,363.33
0.00
49,363.33
176,097.67
0,00
49,363.33
8,349.01
41,014,32
0.00
49,363,33
8,349.01
41,014.32
135,083.35
0,00
49,363.33
6,404.47
42,958.86
0.00
49,363.33
6,494.47
42,958.86
92,124,49
0.00
49,363.33
4,367.74
44,995,59
0.00
49,363,33
4,367,74
44,995.59
47,128,89
0,00
49,363.33
2,234.44
47,128.89
0.00
49,363,33
2,234.44
47,128.89
225A61.00
246,816.66
21,355.66
225,461.00
Remaining
Balance
176,097.67
135,083.35
92,124.49
47,128,89
0,00
Super RAMP 6.70 financial model Page I Ivory ('onsulling Corporation
SunTrust Bank, Central Florida, N.A.
, t Office Rox 3010
714071237 4394
=:�x (407) 237-6704
uAffRusT
March 11, 1998
Lynda S. Flurry, CPPO
Purchasing & Contracts Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, Florida 33321-2401
Dear Ms. Flurry:
Denise Beauchamp
F'esice:,..
orate E::u cment Leasing
The following is SunTrust Bank, Central Florida, National Association's proposal for lease -
purchase financing for the security system which the City anticipates acquiring. This is not
a commitment to lend, as any commitment would require formal bank credit approval.
LESSOR: SunTrust Bank, Central Florida, National Association, Orlando, Florida
LESSEE: City of Tamarac
EQUIPMENT: Integrated Security Management Systems for City Facilities
AMOUNT TO BE FINANCED: $225,461
ESTIMATED DELIVERY DATE: March 27, 1998
EQUIPMENT FINANCING VEHICLE: It is proposed that the parties utilize the Master
Lease -Purchase Agreement ("Lease"). Under such an arrangement, the Lessee would have the
ability 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.
LEASE TERM: Five (5) years (60 months) subject to annual appropriation
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: The entire lease proceeds would be deposited by the Bank into a Trust
Account prior to the delivery of the Equipment. A Trust Account, to be held by the City, would
• be established. 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
Ms. Flurry
March 11,4998
Page 2
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. There are no bank fees for the Trust Account.
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.
PERIODIC RENTS: Periodic Rents are to be made annually in advance.
INTEREST RATE: The following table present the option available to the City:
BANK QUALIFIED OPTION:
Interest Number of Payment Payment Total
. Rate Payments Frequency Amount Payments -
4.741% 5 Annually $49,363.33 $246,816.66
ADJUSTMENT TO INTEREST RATE: Due to the length of time which will elapse between
the proposal date and the Lease Commencement Date the Interest Rate will be held until March
27, 1998. If the Lease is funded after this date, the Interest Rate will be indexed to the current
yield on a 3-year United States Treasury Note. The Interest Rate may be adjusted by sixty-four
(64%) percent of the change, upward or downward, in the index from the date of this Proposal
to the funding date. The then -prevailing interest rate will be fixed for the Lease Term. The
current yield as of March 11, 1998 of a 3-year United States Treasury Note, as published in the
Wall Street Journal, is five and sixty- hundredths percent (5.60%).
After execution of the Lease, the Interest Rate may be adjusted in the event of a change in
corporate income tax rates or other laws or regulations affecting the after-tax yield to the Bank.
TAX-EXEMPT 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 if the
bank qualified option is selected. In the event that Lessor either (i) receives notice from the
Internal Revenue Service; or (ii) reasonably determines, based on an opinion of independent
tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not
unreasonably withhold, that the otherwise applicable exception set forth in Section 265(b)(3)
of the Code is not available, then Lessee shall pay to Lessor within thirty (30) days after
receiving the notice from Lessor of such event, the amount which, with respect to rental
Ms. Flurry
March 11, 1998
Page 3
payments previously paid, will restore the after-tax yield on the transaction evidenced by the
Agreement to that which it would have been had such exception been available, and pay as an
additional rent on succeeding rent payment due dates such amount as will maintain such yield.
PREPAYMENT SCHEDULE: Prepayments may be made in whole or in part without penalty
T per the amortization schedule to be included in the documentation package.
SALES AND USE TAX: Lessee will pay all fees, assessments, sales, use, -property, and other
taxes imposed upon Lessor, resulting from the lease of the equipment.
INSURANCE: Prior to Lease Commencement Date, Lessee, at its sole cost and expense, will
provide all 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.
FINANCIAL STATEMENTS: 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 no bank fees or expenses.
MATERIAL 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 March
31, 1998,
APPROVAL: This proposal does not constitute a commitment to lend. If the proposal terms
are acceptable, Bank approval will be sought as quickly as possible. The contents of this
proposal represent the Bank's indication of the terms and conditions which it deems appropriate
based upon the information available as of the date hereof.
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Ms. Flurry
March 11, 1998
Page 4
If the terms of this proposal are acceptable to you, please execute below and return the original
to me.
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) 237-
4394 or (800) 432-4760, extension 4394.
Sincerely,
Denise Beauchamp
Vice President
Proposal accepted this oZS day of G , 1998.
City of Tamarac
By:
6iSchreiber
Title:
Mayor
Attest:
By:
Carol Gol
f
Title:
City Clerk
M:\WPFILES\PROPOSAL\TAMARAC2.98A
R.' , - '7 9
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MASTER LEASE -PURCHASE AGREEMENT
THIS NLASTER LEASE- PGRCHASE AGREEMENT. dated as of April 11, 1997
(together with all supplements, exhibits and schedules hereto hereinafter referred to as the
"Lease"), between SUNTRUST BANK, CENTRAL FLORIDA. NATIONAL
ASSOCIATION (hereinafter calla together with any successors and assigns "Lessor") and
the CITY OF TAMARAC, FLORID A, (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 thereunder.
(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.
(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 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
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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 anv 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 funbtion 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 1. 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
Description of Equipment 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, ar 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:.
(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 (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;
(vi) an opinion of counsel for Lessee,
(vii) a copy of Internal Revenue Service Form 8038, 8038-G or 8038-GC (as
applicable) completed and executed by Lessee,
(viii) an Officers' Certificate of Lessee;
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(ix) a dulv adopted resolution or evidence of other appropriate approving action
of Lessee approving the acquisition of such equipment;
(x) executed and completed Form 2003/2004, as applicable, of the Division of
Bond Finance of the State of Florida,
(xi) a Certificate of Acceptance; and
(xfi) 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 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 in a
Description of Equipment 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;
3. upon the occurrence of an Event of Nonappropriation (as that term is defined
in subparagraph (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 21 hereof; or
S. 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
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Amortization Schedule and Schedule of Terms (Each payment of Rent is
hereinafter referred co as a "Rent Payment"). Lessor may change the location to
which the Rent Pavments 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 Equipment (such termination
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 which an appropriation has been made.
Section 4. TkXES.
Lessee shall report and pay promptly from legally available revenues all 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
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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, FINANCL-kL C FORINLATION; REPORTS.
Lessee will provide Lessor with (1) 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 any change
in location of the Equipment outside of the jurisdictional limits of Lessee, ten (10) days prior
to any such 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 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 such
occurrence; (i) 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 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.
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(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 statutes, 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 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 excepted.
(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, to 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.
(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, devise
or equipment as Lessee may desire (each such accessory, devise 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
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of Lessee. Any repair made by Lessee of or upon the Equi
Anypment 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 ASSIGNIMEW.
(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 (i) 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 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
IN
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Date"), Lessee shall pay Lessor the sum of (1) an amount equal to the portion of the
Prepayment Price applicable to the affected Equipment for the time period of the Casualty
Occurrence; and (il) 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 the manner and amounts set forth in the Schedule of
Terms and as provided herein. The insurance shall (i) name Lessor as additional insured and
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) not be subject to any co-insurance
clause; and (iii) provide that it may not be altered or canceled by the insurer until after thirty
(30) days written notice to Lessor. Any expense of Lessor in adjusting or collection 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 urtit'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
certificates 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 of? vonappropriation, 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,
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upon request, assign to Lessor its rights under any manufacturer's maintenance
service contract or extended warranty_ for the returned Equipment or any or part
thereof M1 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 S 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 cost of such inspection and shall pay Lessor such amount as
additional Rent within ten (10) days of demand for 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 Rent Payments
set forth in the Amortization Schedule, the Lessor has taken into consideration: (a) the
current Maximum Corporate Income Tax Rate, 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 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
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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;
(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 (i) filings of the Lessee, (ii) any review or audit of the Lessee, or (iii) upon —
any ground whatsoever, a Taxable Event shad] 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 yield 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. 11; 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
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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 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.
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, including
legal expenses, 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 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.
0
Section 17. DISCLAIMER
LESSEE ACKNOWLEDGES Tlii T IT SHALL SELECT THE EQUIPMENT WITHOUT.
ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR E, IPLOYEES AND THAT
LESSOR LEASE THE EQUIPNfENT 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 11',iPLIED,
WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED HEREUNDER
OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LNUTATION, 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, 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. I1 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
Lessors 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 (H) all Rent Payments and other amounts due or accrued
through and including the Purchase Date.
Section 19. MUTUAL COVENANT REGARDING TAX-EXEMPT STATUS.
The Lessee and the Lessor mutually covenant that neither will take any action nor onut 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
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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 (111) 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 under the Code 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 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 (i) 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. REINIEDlES.
Whenever any Event of Default referred to in Section 20 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, and with or without termnating 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 Rent Payments shall
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be immediately due and payable. Lf the Event of Default is Lessee's breach of its covenant to
return the Equipment, Lessor shall be entitled to liquidated damages equal, at its election, to
(i) the Rent Payments for the Equipment pro -rated on a daily basis for each day the
Equipment is retained (ii) the daily fair market rental for the Equipment, or (iii) compensatory
damages for any loss suffered by Lessor as a result of Lessee's failure to surrender the
Equipment. 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. Lessee 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 delav 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 thansuch notice as may be required in this Lease.
In the event any agreement contained in this Lease should tre breached by either party hereto, T
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 expenses for the collection of moneys or the enforcement of
performance or observance of any obligation or agreement on the part of the defaulting party
herein contained, the defaulting party agrees that it will on demand therefor pay to the
nondefaWting party the reasonable fee of such attorneys and/or such expenses so incurred by
the nondefaulting party.
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'/2%) of the delinquent amount, and Lessee shall be obligated to pay
the same immediately upon receipt of Lessor's written invoice therefor; 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. kH aspects of any such
arrangement shall be subject to the prior approval of Lessor including, but not by way of
linutatio selection of the escrow agent and the procedures for disbursements. Lessee agrees
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that anv 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 December 31,
1996, 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)(i), (iv),
(v), (ix), (xi) and (xii) 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 until fully
expended.
Section 23. EXECUTION AND LAWS GOVERNING VENUE.
This Lease and each of the exlubits 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 suits within Orange County, Florida, or in the United States District
Court for the Middle District of Florida, and Lessee hereby consents to the jurisdiction of
those courts 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.
(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 eventthat provision of the Lease (other than the requirement of (i) the
at any
Lessee to make Rent Payments; (ii) the requirement of the Lessor to provide quiet
enjoyment of the Equipment and; (1) to convey the Equipment to the Lessee 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
•
arry other provision hereof. Any provisions in this Lease which are in conflict with
any statute, law or appiicable 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 afrm that to their knowledge, no employee of the Lessee has any
personal or beneficial interest whatsoever in the acquisition of the Equipment.
(j) This Lease constirutes 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 WRITING AND SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF EACH OF THE PARTIES HIItETO. 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.
-16-
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.
•
(SEAL)
C�
LESSOR:
SUNTRUST )3ANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
Denise K. Beauchamp
Vice President
LESSEE.
CITY OF TAMARAC, FLORIDA
By: � �
e Schreiber
Mayor
Attested:
By: ak,�?�2 " cam/
Carol Evans
Clerk
1Z, 97-Iq
•
•
OFFICERS' CERTIFICATE
We, the undersigned officers of the CITY OF TAIMARAC, FLORIDA (the "Lessee"), in
connection with the execution of the Master Lease -Purchase Agreement dated as of April 11, 1997
(the "Lease"), between the Lessee and SunTrust Bank, Central Florida, National Association (the
"Lessor"), DO HEREBY CERTIFY:
(1) Carol Evans is the duly appointed., qualified and acting Clerk of the Lessee, and Joe Schreiber
is the duly appointed, qualified and acting Mayor of the Lessee. Stanley Hwthorne is the duly elected
and acting Finance Director of the Lessee.
(2) Each of the above persons have duly filed their oaths of office and such of them as are
required by law to file bonds or undertakings have duly filed such bonds or undertakings in the
amount and manner required by law.
(3) The undersigned Mayor and Clerk hereby certify that they executed and attested, respectively,
the Lease -Purchase Agreement.
(4) Those Officers who executed the Lease were and are the duly chosen, qualified and acting
officers authorized to execute the Lease. The signatures that appear on this certificate are the
authentic signatures of the Clerk and the Mayor, each of whom is duly authorized to execute and
deliver the Lease and any and all documents and certificates required in connection therewith or
necessary or appropriate to carry out the intent thereof.
(5) The Lessee has sufficient moneys available to pay all rental payments owing under the Lease -
purchase Agreement (the 'Tent -Payments") coming due during the current budget year of the Lessee,
such moneys having been properly budgeted and appropriated for that purpose in accordance with
the laws of the State of Florida (the State); such moneys will be applied in payment of all Rent
Payments due and payable during such current budget year; the Lessee expects and anticipates
adequate funds to be available, budgeted and appropriated in future years to make all future Rent
Payments throughout the maximum term of the Lease -Purchase Agreement.
(6) The lease of the Equipment (as described in the Description of Equipment) is essential to the
governmental functions of the Lessee, and the Lessee has an immediate need for the Equipment which
is not temporary or expected to diminish during the maximum term of the Lease -Purchase
Agreement. -
(7) The Equipment will be used by the Lessee for the purpose of performing one or more of the
Lessee's governmental functions consistent with the permissible scope of the Lessee's authority.
(8) The Lessee has obtained, or will obtain as the Equipment is acquired, from a reputable
insurance company qualified to do business in the State, insurance with respect to all risks required
to be covered thereby pursuant corte.�Lease-Purchase
� om the Bank as provided n the Lessee Lease--Pttrcha�se
self -insure with the prior written
Agreement.
(9) The interest rate establishing the interest portion of the Lease Payments, on the first date such
interest begins to accrue, does not exceed a rate of interest permitted by Section 215.84, Florida
Statutes (1995).
(10) This Section 10 sets forth facts and estimates upon which the Lessor and its counsel may
rely in reaching an opinion regarding the exclusion of the interest portion on the Lease Payments from
the gross income the Lessor, and the facts and estimates upon which the Lessee bases its reasonable
expectation that the oblgaUon to make Lease Payments pursuant to the Lease (hereinafter, the "Lease
Obligation") does not create an arbitrage bond under Section 148 of the Internal Revenue Code of
1986, as amended (the "Code"), and applicable Treasury Regulations:
(a) The Lessee has not accumulated nor does it expect to accumulate amounts of money
in a fund to pay or to be held as security for the payment of principal of or interest on the Lease
_Obligation.
(b) No portion of the proceeds of the Lease Obligation will be used as a substitute for
other funds which were otherwise to be used for the same purposes and which funds will be used
to acquire directly or indirectly obligations producing a yield in excess of the yield on the Lease
Obligation.
(c) There are no other obligations of the Lessee which (i) are being issued within 15 days
prior to or after the date of the Lease Obligation, (ii) are sold pursuant to a common plan of
financing together with the Lease Obligation, and (iii) will be paid out of substantially the same
source of funds (or will have substantially the same claim to be paid out of substantially the same
source of funds) as the Lease Obligation.
0will(d) The Lessor has agreed to purchase the Lease Obligation for outstanding principal
be aid to an erson acting as an underwriter for the Lease
amount thereof. No fee p y p
Obligation.
•
(e) The Lease does not create a "hedge bond" as defined in Section 149(g) of the Code,
in that at least 85 percent of the proceeds of the Lease Obligation will be expended to carry out
the governmental purpose of the issue within three years from the date of issuance of the Lease,
and not more than 50 percent of the proceeds will be invested in nonpurpose investments (as
defined in Section 148(fl(6XA)of the Code) having a substantially guaranteed yield of four years
or more.
(f) The Equipment has not been and is not expected to be sold or otherwise disposed of
in whole or in part prior to the expiration of the maximum lease term.
(g) The proceeds of the Lease Obligation ($848,449.00) will be deposited into an
Equipment Acquisition Fund created by Lessee. The proceeds of the Lease Obligation, together
with the investment earnings thereon, will be used to pay the cost of the equipment from the
vendors thereof (the "Project"). It is reasonably expected that (i) at least 85% of the proceeds
of the Lease Obligation will be allocated to expenditures on the Project by the end of three years
from the date of issuance thereof, (ii) within 6 months of the issuance date of the Lease
Obligation, the Lessee will incur a substantial binding obligation to a third part to expend at least
5% of the proceeds thereof on the Project, and (iii) completion of the Project and the allocation
of the proceeds to expenditures with respect to the Project will proceed with due diligence. The
Lessee expects to comply with the 18-month expenditure exception to rebate as set forth in
Section 148 of the Code and related Treasury Regulations, in that it expects to expend the gross
proceeds of the Lease Obligation in accordance with the following schedule: (1) at least 15%
within 6 months, (2) at least 60 percent within 12 months, and (3) 100% within 18 months.
However, if the Issuer fails to comply with such exceptions, it shall rebate to the federal
government any amounts required by Section 148 of the Code and related Treasury Regulations.
-2-
(h) The Lessee expects that (i) less than 100/6 of the proceeds of the Lease Obligation will
be used for any private business use as defined in Section 141 of the Code, and (ii) less than 5%
of the proceeds of the Lease obligation will be used for the private business use which is not
related to a governmental use of the proceeds, or which is a disproportionate related business use
within the meaning of Section 141 of the Code. It is understood that such limitation will not
apply unless more than 10% (with respect to clause (i)) or more that 5% (with respect to clause
(d)) of the Lease Obligation is directly or indirectly (including under the terms of any underlying
arrangement) secured by any interest in (1) property used to be used for a private business use,
or (2) payments in respect of such property, or are to be derived from payments (whether or not
to the Lessee) in respect of such property, or borrowed mohey, used or to be used for a private
business use, as provided in Section 141 of the Code.
(11) No approval, consent or authorization of any governmental or public agency not already
obtained is required in connection with the Lessee's participation in the transactions contemplated
by the Lease, or the performance of its obligations thereunder.
(12) The Lessee has, in the Resolution, designated the Lease Obligation as a "qualified tax-
exempt obligation" within the provisions of Section 265 of the Internal Revenue Code of 1986. The
Lessee Does not reasonably anticipate issuing more that $10,000,000 of tax-exempt obligations
(=luding those obligations of any entities controlled by the Lessee), including the obligation to lease
the Equipment pursuant to the Lease -Purchase Agreement, during the current calendar year.
(13) To the Best Knowledge and belief of the undersigned officers, there are no other facts,
estimates or cirm nnstances that would materially change the conclusions and representations set forth
in the certificate and the expectations hereinabove set forth are reasonable.
WITNESS our hands and the seal of the Lessee this 9 th day of April, 1997.
(SEAL)
A7 T: jJ
Carol Evans
Clerk
CITY OF TAMARAC, FLORIDA
' 44a
e Schreiber
Mayor
511
• EXHIBIT II
TEMP RESO #8172
TABLE OF CONTENTS
OFFICERS' CERTIFICATE
SCHEDULE OF TERMS C
AMORTIZATION SCHEDULE C
DESCRIPTION OF EQUIPMENT C
FORM 8038-G TO BE FILED WITH THE IRS
FORM BF2003 TO BE FILED WITH THE STATE
TRUTH IN BONDING AND FINDER FEES STATEMENT
CITY ATTORNEY LETTER
OFFICERS' CERTIFICATE
9
We, the undersigned officers of the City of Tamarac, Florida (the "Lessee"), in connection with the lease -
financing of certain equipment pursuant to the terms of the Master Lease -Purchase Agreement dated as of April
9, 1997, as supplemented by a Schedule of Terms C, an Amortization Schedule C, a Description of Equipment
C, each dated as of March 27, 1998 (the "Lease"), between the Lessee and SunTrust Bank, Central Florida,
National Association (the "Lessor"), DO HEREBY CERTIFY:
(1) Carol Gold is the duly appointed, qualified and acting City Clerk of the Lessee, and Joe Schreiber is the
duly elected, qualified and acting Mayor of the Lessee. Stanley Hawthorne is the duly appointed and acting
Finance Director of the Lessee.
(2) Each of the above persons have duly -filed their oaths of office and such of them as are required by law
to file bonds or undertakings have duly flied suelr bonds or undertakings in the amount and manner required by
law.
(3) The undersigned Mayor and City Clerk hereby certify that they executed and attested, respectively, the
Schedule of Terns C, the Amortization Schedule C, the Description of Equipment C, each dated as of March 27,
1998, and certain other documents relating thereto (the "Lease Documents").
(4) Those Officers who executed the Lease Documents were and are the duly chosen, qualified and acting
officers authorized to execute the Lease Documents. The signatures that appear on this certificate are the
authentic signatures of the City Clerk and the Mayor, each of whom is duly authorized to execute and deliver the
Lease Documents and any and all documents and certificates required in connection therewith or necessary or
appropriate to carry out the intent thereof.
(5) The Lessee has sufficient moneys available to pay all rental payments owing under the Lease with
respect to the equipment set forthin the Lease Documents (the "Rent Payments") coming due during the current
budget year of the Lessee, such moneys having been properly budgeted and appropriated for that purpose in
accordance with the laws of the State of Florida (the State); such moneys will be applied in payment of all Rent
Payments due and payable during such current budget year; the Lessee expects and anticipates adequate funds
to be available, budgeted and appropriated in future years to make all future Rent Payments throughout the
maximum term of the Lease.
(6) The lease of the Equipment (as described in the Description of Equipment) is essential to the
governmental functions of the Lessee, and the Lessee has an immediate need for the Equipment which is not
temporary or expected to diminish during the maximum term of the Lease.
(7) The Equipment will be used by the Lessee for the purpose of performing one or more of the Lessee's
governmental functions consistent with the permissible scope of the Lessee's authority.
(8) The Lessee has obtained, or will obtain as the Equipment is acquired, from a reputable insurance
company qualified to do business in the State, insurance Nvith respect to all risks required to be covered thereby
pursuant to the Lease; or the Lessee has or shall self -insure with the prior written consent from the Bank as
provided in the Lease.
(9) The interest rate establishing the interest portion of the Rent Payments, on the first date such interest
begins to accrue, does not exceed a rate of interest permitted by Section 215.84, Florida Statutes (1995).
MAWPFILES\MUNBTAMARAC\0FFCERT C (REV.022798)
(10) This Section 10 sets forth facts and estimates upon which the Lessor and its counsel may rely in
reaching an opinion regarding the exclusion of the interest portion on the Rent Payments from the gross income
the Lessor, and the facts and estimates upon which the Lessee bases its reasonable expectation that the obligation
to make Rent Payments pursuant to the Lease (hereinafter, the "Lease Obligation") does not create an arbitrage
bond under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable Treasury
Regulations:
(a) The Lessee has not accumulated nor does it expect to accumulate amounts of money in a fund
to pay or to be held as security for the payment of principal of or interest on the Lease Obligation.
(b) No portion of the proceeds of the Lease Obligation wiH be used as a substitute for other funds
which were otherwise to be used for the same purposes and which funds will be used to acquire directly or
indirectly obligations producing a yield in excess of the yield on the Lease Obligation.
(c) There are no other obligations of the Lessee which (i) are being issued within 15 days prior to
or after the date of the Lease Obligation, (h) are sold pursuant to a common plan of financing together with
the Lease Obligation, and (iii) will be paid out of substantially the same source of funds (or will have
substantially the same claim to be paid out of substantially the same source of funds) as the Lease
Obligation.
(d) The Lessor has agreed to purchase the Lease Obligation for outstanding principal amount
thereof. No fee will be paid to any person acting as an underwriter for the Lease Obligation.
(e) The Lease does not create a "hedge bond" as defined in Section 149(g) of the Code, in that at
. least 85 percent of the proceeds of the Lease Obligation will be expended to carry out the governmental
purpose of the issue within three years from the date of issuance of the Lease, and not more than 50 percent
of the proceeds will be invested in-nonpurpose investments (as defined in Section 148(fl(6)(A)of the Code)
having a substantially guaranteed yield of four years or more.
(f) The Equipment has not been and is not expected to be sold or otherwise disposed of in whole
or in part prior to the expiration of the maximum lease term.
(g) The proceeds of the Lease Obligation ($225,461.00) will be deposited into an Equipment
Acquisition Fund created by Lessee. The proceeds of the Lease Obligation, together with the investment
earnings thereon, will be used to pay the cost of the equipment from the vendors thereof (the "Project'. It
is reasonably expected that (i) at least 85% of the proceeds of the Lease Obligation will be allocated to
expenditures on the Project by the end of three years from the date of issuance thereof, (ii) within 6 months
of the issuance date of the Lease Obligation, the Lessee will incur a substantial binding obligation to a third
party to expend at least 5% of the proceeds thereof on the Project, and (iii) completion of the Project and the
allocation of the proceeds to expenditures with respect to the Project will proceed with due diligence.
(h) The Lessee expects that (i) less than 10% of the proceeds of the Lease Obligation will be used for
any private business use as defined in Section 141 of the Code, and (ii) less than 5% of the proceeds of the
Lease obligation will be used for the private business use which is not related to a governmental use of the
proceeds, or which is a disproportionate related business use within the meaning of Section 141 of the Code.
It is understood that such limitation will not apply unless more than 10% (with respect to clause (i)) or more
that 5% (with respect to clause (ii)) of the Lease Obligation is directly or indirectly (including under the terms
of any underlying arrangement) secured by any interest in (1) property used to be used for a private business
use, or (2) payments in respect of such property, or are to be derived from payments (whether or not to the
Lessee) in respect of such property, or borrowed money, used or to be used for a private business use, as
provided in Section 141 of the Code.
-2-
M \WPFILES\MUNI\TAMARAC\OFFCERT.0 (REV.022798)
•
(11) No approval, consent or authorization of any governmental or public agency not already obtained
is required in connection with the Lessee's participation in the transactions contemplated by the Lease, or the
performance of its obligations thereunder.
(12) The Lessee does hereby designated the Lease Obligation as a "qualified tax-exempt obligation"
within the provisions of Section 265 of the Internal Revenue Code of 1986. The Lessee does not reasonably
anticipate issuing more that $10,000,000 of tax-exempt obligations (including those obligations of any entities
controlled by the Lessee), including the Lease Obligation during the current calendar year.
(13) To the best knowledge and belief of the undersigned officers, there are no other facts, estimates or
circumstances that would materially change the conclusions and representations set forth in the certificate and
the expectations hereinabove set forth are reasonable.
WITNESS our hands and the seal of the Lessee this c;Z5 day of March, 1998
(SEAL)
ATTEST
Carol Gold
City Clerk
City of Tamarac, Florida
oe chreiber
yor
-3-
M:\WPFILES\MLINI\TAN ARAC\OFFCERT.0 (REV.022798)
•
•
SCHEDULE OF TERMS C
THIS SCHEDULE OF TERMS C, dated as of March 27, 1998, is executed and delivered pursuant to that
certain Master Lease -Purchase Agreement (the "Lease") dated as of April 9, 1997, between SunTrust Bank,
Central Florida, National Association ("Lessor"), 200 South Orange Avenue, Orlando, FL 32801, Attention:
Leasing Department, and the City of Tamarac, Florida ("Lessee"), 7525 N.W. 88th Avenue, Tamarac, Florida
33321-2401, Attention: Finance Director.
Equipment Cost:
Number of Payments:
Frequency of Payments:
Payment Due Date:
Interest Rate:
Rental:
Payment Amount:
$225,461.00
Five (5)
Annually in Advance
Commencing March 27, 1998; Annually thereafter on each and
every March 27, to and including March 27, 2002
4.741 %
Deferred Interest to Termination Date:
Total Rental
Current Maximum Corporate Income Tax Rate:
Budgetary Period:
$ 49,363.33
$ 21,355.66
$ 246,816.66
35%
October 1 through September 30
Late Payments: There will be a charge of 1.5% per month or the highest legal rate allowed on the amount
of any Rent Payment which remains unpaid for ten (10) days after the due date.
Insurance: The insurance required pursuant to the Lease shall include, but is not limited to, the
following types and amounts of coverage:
A. PHYSICAL DAMAGE to all vehicles(s) leased under this Schedule;
(1) Scope of Coverage: Comprehensive and collision coverage
(2) Limits of Coverage: not less than the greater of the full replacement value of the Vehicles
or the installments of rent then remaining unpaid hereunder immediately prior to the
physical damage of each Vehicle leased hereunder
(3) Deductible: not more than $1,000.00 per occurrence; Lessee is liable for all deductible
amounts
M:\WPFILESV,4UMTAMAR.AC\SCFiEDLTI.E.C(RE V.022798)
r�
rI
B. MOTOR VEHICLE LIABILITY:
(1) Scope of Coverage: Liability coverage including, but not limited to bodily injury, death,
property damage; contractual liability and personal injury
(2) Limits of Coverage: Minimum liability coverages in the following amounts must be
provided; $100,000 per occurrence/$300,000 aggregate per occurrence/$100,000 property
damage
C. PERSONAL PROPERTY coverage to all equipment leased under this Schedule:
4
(1) Scope of Coverage: All risk, including but not limited, to flood damage if the property is
located in a flood plain area as defined by applicable government authority
(2) Limits of Coverage: not less'than the greater of the full replacement value of the Equipment
or the installments of rent then remaining unpaid hereunder immediately prior to the
physical damage of each item of Equipment leased hereunder
(3) Deductible: not more than $1,000.00 per occurcnce; Lessee is liable for all deductible
amounts
D. COMPREHENSIVE GENERAL LIABILITY:
(1) Scope of Coverage: Comprehensive General Liability coverage: including, but not limited
to bodily injury, death, and property damage, contractual liability and personal injury;
(2) Limits of Coverage: Minimum liability coverages in the following amounts must be
provided; $250,000 per occurrence/$500,000 aggregate per occurrence/$100,000 property
damage -
E. LOSS PAYEE: Lessor must be named as loss payee and additionally insured on physical
damage insurance.
F. SELF-INSURANCE: In the event Lessee is self -insured for the purpose of physical damage
coverage, a Statement of Self -Insurance will be provided.
Dated this - 2 5 day of March, 1998.
LESSOR:
SunTrust Bank, Central Florida,
National Association
Denise K. Beauchamp
Vice President
-2-
LESSEE:
City of Tamarac, Florida
By:
oe Schreiber
Mayor
M:\ W PFII$ S\Mi.JNi\TAMARAC\SCHEDULE. C(RE V.022798)
•
[7
AMORTIZATION SCHEDULE C
Balance After
Payment
Payment
Payment Date
Amount
I
Principal
(Prsuayment Price)
Mar-27-98
49,363.33
0,00
49,363.33
176,097.67
49,363.33
0-00
49,363,33
Mar-27-99
49,363.33
8,349.01
41,014.32
135,083.35
49,363.33
8,349.01
41,014.32
Mar-27-00
49,363.33
6,404,47
42.958,86
92,124.49
49,363.33
6,404.47
42,958.86
Mar-27-01
49,363.33
4,367.74
44,995,59
47,128.89
49,363-33
4,367.74
44,995.59
Mar-27-02
49,363.33
2.234,44
47,128.89
0.00
49,363.33
2,234.44
47,128-89
TOTAL
246,816.66
21,355.66
225,461.00
This Amortization Schedule C, dated as of March 27, 1998, is delivered pursuant to Section 2 of the Master -
Lease -Purchase Agreement, dated as of April 9, 1997, between SunTrust Bank, Central Florida, National
Association ("Lessor"), and the City of Tamarac, Florida, ("Lessee").
Dated this o25 day of March, 1998.
LESSOR:
SunTrust Bank, Central Florida,
National Association
By:
Denise K. Beauchamp
Vice President
LESSEE:
City of Tamarac, Florida
By: -
Joe Schreiber �—
Mayor
MAWPFILES\MUNI\TAMARACWMORT.0 (REV.022798)
Page 1
DESCRIPTION OF EQUIPMENT C
0
•
This Description of Equipment C, dated as of March 27, 1998, is executed and delivered pursuant to Section 2
of the Master Lease -Purchase Agreement dated as of April 9, 1997 (the "Lease") between SunTrust Bank, Central
Florida, National Association ("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, located at 7525 N.W. 88th
Avenue, Tamarac, Florida 33321-2401, pursuant to the terms of the Lease, the terms of which are incorporated
herein by reference, and as supplemented by a Schedule of Terms C and Amortization Schedule C, each dated
as of March 27, 1998, and executed by Lessor and Lessee.
INTEGRATED SECURITY MANAGEMENT SYSTEM FOR CITY FACILITIES
Cost Basis: $
Dated this PZ- day of , 199 F .
LESSOR:
SunTrust Bank, Central Florida,
National Association
By:
Denise K. Beauchamp
Vice President
LESSEE:
City of Tamarac, Florida
By:
J Schreiber
ayor
M:\WPFILES\MUNi\TAMARAC\EQUIPLST.0 (R.EV.022798)
Form 8038-G
(Rev. May 1995)
Del3artment of the rreasury
internal Revenue Service
C.
3
5
7
9
10
11
12
13
14
15
16
17
18
19
020
Im
21
22
23
24
25
26
27
28
29
(b)
Interest rate
Final maturity. NA NA 0/0
Entire issueMINEMAL
ILL Uses of Proceeds of Bond Issue I
Information Return for Tax -Exempt Governmental Obligations
■ Under Internal Revenue Code section 149(e) OMB No. 1545-0720
■ See separate Instructions.
(Note: Use Form 8038-GC if the issue price is under $100,000.)
Authori If Amended Return, check here ■ [7
Issuer's name 2 Issuer's employer identification number
City of Tamarac 59 1039552
Number and street (or P.O. box it mail is not delivered to street address) Room/suite! 4 Report number
7525 N. W. 38th Avenue G19g8 -2
City, town, or post office, state, and ZIP code 6 Date of issue
Tamarac, Florida 33321 March 27 1998
Name of issue 8 CUSIP number
Lease -Purchase Agreement None
Tye of Issue (check applicable box es and enter the issue price)
❑ Education (attach schedule -see instructions) ,
❑ Health and hospital (attach schedule -see instructions).
❑ . . .
Transportation . , . , . . .
❑ Public safety. . . . . . . . . . . . .
❑ Environment (including sewage bonds) .
❑ Housing . . . . . . . . . . . . . . . . . . . . . . . .
❑ Utilities
Other. Describe (see instructions) ■ Tnte rated Security System
If obligations are tax or other revenue anticipation bonds, check box ■ ❑
If obligations are in the form of a lease or installment sale, check box ■
n of Oblh
(a)
Maturity date
(c)
(d)
Issue price
Stated redemption
price at maturity
NA
NA
225,461.00
NA
including underwriters' discc
Proceeds used for accrued interest . . . . . . . . . .
Issue price of entire issue (enter amount from line 20, column (c))
Proceeds. used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement , . , . . , , . . .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior Issues . . . . . , .
Proceeds used to advance refund prior Issues .
Total (add lines 23 througn 27) .
V1
11
12
13
14
15
1161 225,461-nn
(e)
Weighted yield Net interest
rage maturity cost
23
NA
24
NA
25
NA
26
NA
27
NA
21
22
% I NA %
NA
NA
2$ 1 NA
NA
LiMLSA uescrl tlon of Refunded Bonds (Complete this part only for refunding bonds.
30 Enter the remaining weighted average maturity of the bonds to be currently refunded , ■ _ _ NA years
31 Enter the remaining weighted average maturity of the bonds to be advance refunded , ■ _ NA years
32 Enter the last date on which the refunded bonds will be called , ► NA
33 Enter the date(s) the refunded bonds were issued ■ NA
Nonrefunding proceeds of the issue isubtract line 28 from fine 22 and enter amount here) .
miscellaneous
34 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 34
35 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(III) (small issuer exception) 35 225,461.00
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract . ■
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units I 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ■ ❑ and enter the name of the
issuer ■ and the date of the issue ■
38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . ■ ❑.
39 If the issuer has identified a hedge, check box ■ ❑
Under penalties of penury, 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.
lease
Sign 3 �`f Here , �--{' ' F- S - ti R F ; A F.
Signa of issuer's authorized representative Date Type or print name and title
For Paperwork Re uction Act Notice, see pa -gel ref the Instructions. Cat. No. 637735 Form 8C=-G (Rev. 5-95)
0 Printed on recycled paper 'U.S. Goverrwrorrt Printing Office: 19W— 387-096ri(1109
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
This form represents an update and compilation of the BF2003, BF2004-A and SF2004-B forms.
ad Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code (F.A.C.).
Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the delivery
of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1)(c)1. Florida Statutes (F.S.), respectively.
Final Official Statements, if prepared, are required to be submitted pursuant to Section 218.38(1), F.S..
• Plaase comoleto all items applicable to the issuer as provided by the Florida Statutes.
PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS.
BF2003
BOND INFORMATION FORM
PART I. ISSUER INFORMATION
1. NAME OF GOVERNMENTAL UNIT: City of 'Tamarac, Florida
2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER:
7525 N.W. 88th Avenue
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION:
Broward
4. TYPE OF ISSUER: —COUNTY X CITY � AUTHORITY INDEPENDENT SPECIAL DISTRICT
DEPENDENT SPECIAL DISTRICT SPECIFY OTHER
PART IL BOND ISSUE INFORMATION
0 NAME OF BOND ISSUE: Lease -Purchase Agreement
2. AMOUNT ISSUED: S _ 225,461.003. AMOUNT AUTHORIZED: S
4. DATED DATE: 03/27/98 5. SALE DATE: 03/27/98 6. DELIVERY DATE: 03/27/98
7. LEGAL AUTHORITY FOR ISSUANCE:
FLORIDA STATUTES
SPECIAL ACTS
OTHER
Chapter 166, Florida Statues
8. TYPE OF ISSUE: — GENERAL OBLIGATION — SPECIAL ASSESSMENT — SPECIAL OBLIGATION
REVENUE COP (CERTIFICATE OF PARTICIPATION) X LEASE -PURCHASE — BANK LOAWLINE OF CREDIT
9. A. IS THIS A PRIVATE ACTIVITY BOND (PAS)? YES x NO
B. 1. IF YES, DID THIS ISSUE RECEIVE A PAS ALLOCATION? YES NO
2. IF YES, AMOUNT OF ALLOCATION: S
10. SPECIFIC REVENUE(S) PLEDGED:
(1) PRIMARY Annual appropriations of legally available funds
is(2) SECONDARY
(3) OTHER(S)
14
A. PURPOSE(S) OF THE ISSUE.
(1) PRIMARY Integrated Security S stem
(2) SECONDARY
(3) OTHER(S)
�. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING:
(1) FOR EACH AMOUNT) OF ISSUE. REFUNDED ORIGINAL VALUE (PRINCIPAL
AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT)REFUNDED
SUE. AND
(2) REFUNDED DEBT HAS BEEN: RETIRED OR
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES
B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
DEFEASED
NO
12. TYPE OF SALE: , COMPETITIVE BID X NEGOTIATED — NEGOTIATED PRIVATE PLACEMENT
13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE:
NET INTEREST COST RATE (NIC)
TRUE INTEREST COST RATE (TIC) 4.741 0%
CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) °'O
SPECIFY OTHER:
10 INSURANCE/ENHANCEMENTS: AGIC ,AMBAC
—HUD _ MBIA , NGM _ LOC(LETTER OF CREDIT)
X NOT INSURED
CGIC CLIC
SPECIFY OTHER
FGIC FSA
15. RATING(S): MOODY'S __ S & P FITCH — DUFF&PHELPS SPECIFY OTHER
X NOT RATED
16. DEBT SERVICE SCHEDULE. ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING
INFORMATION:
MATURITY DATES (MO/DAY/YR)
COUPON/INTEREST RATES
ANNUAL INTEREST PAYMENTS
PRINCIPAL (PAR VALUE) PAYMENTS
MANDATORY TERM AMORTIZATION
17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: At any time without premium
s. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER.
SunTrust Bank Central Florida N
� Corporate Equipment Leasing Department
F.O. Box 3010
Orlando, FL 23802-3010
2
1 5.
PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED
THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
r�
— NO BOND COUNSEL
BOND COUNSEL(S):
NO FINANCIAL ADVISOR X NO OTHER PROFESSIONALS
FINANCIAL ADVISORS)/CONSULTANT(S):
OTHER PROFESSIONALS:
Akerman, Senterfitt & Eidson, P.A. (Special Counsel t-n Ci W
T. Dean Dickson
255 S. Orange Avenue
Orlando, FL 32701
20. PAYING AGENT X NO PAYING AGENT
21. REGISTRAR X NO REGISTRAR
22. COMMENTS:
PART III. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title Denise Beauchamp,_ Vice President Phone 407 237-4294
Company SunTrust Bank, Central Florida National Associ
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (tf different from above):
Name and Title
Company
Date Report Submitted
BF2004-A and BF2004-B
Phone
NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEprTHOSE SOLD PURSUANT TO
SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION 243 PART 11. FLORIDA STATUTES.
23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON
SUCH UNDERWRITER OR CONSULTANT:
X NO FEE, BONUS OR GRATUrrY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT
(1) COMPANY NAME
FCC PAID: S
SERVICE PROVIDED or FUNCTION SERVED:
3
�2) COMPANY NAME
FEE PAID: S
SERVICE PROVIDED or FUNCTION SERVED:
COMPANY NAME
FEE PAID: S SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE,
INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS:
NO FEES PAID BY ISSUER
(1) COMPANY NAME Akerman, Senterfitt & Eidson, P.A.
FF.E PP.'D: S 1,300.00 SERVICE PROVIDED or FUNCTION SERVED: _Staecial. ncel to City
(2) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
�(4) COMPANY NAME T
EE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCA1.
GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR C ORDINATING� E ISSUANCE" OF THE BOND::
NAME (Typed/Printed): Joe Schreiber SIGNATURE: --
i �C
TITLE: Mayor DATE:
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
25. MANAGEMENT FEE CHARGED BY UNDERWRITER:
OR
PRIVATE PLACEMENT FEE:
X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD:
X NO GROSS SPREAD
$ PER THOUSAND PAR VALUE.
$
$ PER THOUSAND PAR VALUE.
PART IV. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO:
Cau . r Dellverles: Division of Bond Finance Melling Address: Division of Bond Finance
State Board of Administration State Board of Administration
1801 Hermitage Blvd., Suite 200 P. 0. Drawer 13300
Tallahassee, FL 32308 Tallahassee, FL 32317-3300
Phone: 904/488-4782
FAX: 904/413-1315 REVISED Feb. tsesrorosoai
0
TRUTH IN BONDING AND FINDER FEES STATEMENT
0
SunTrust Bank, Central Florida, National Association (the "Purchaser"), in connection with
the negotiated sale by the City of Tamarac, Florida (the "City") of its lease obligation created
pursuant to the Master Lease -Purchase Agreement dated as of April 9, 1997, as supplemented by a
Schedule of Terms C dated as of March 27, 1998 (the "Lease Obligation"), hereby makes the
following statement pursuant to Section 218.385, Florida Statutes:
The City is proposing to issue a $225,461.00 Lease Obligation for the purpose
of financing the acquisition of certain equipment. The Lease Obligation is expected
to be repaid over a period of five (5) years. At an interest rate of 4.741%, the total
interest paid over the life of the Lease will be approximately $21,355.66.
The source of payment of the Lease Obligation is the legally available funds
of the City budgeted and appropriated on an annual basis. Authorizing the Lease
Obligation will result in approximately $49,363.33 of the City's legally available funds
not being available to finance other services of the City each year for five (5) years.
The Purchaser hereby certifies that it has not paid or has not promised to pay (directly or
indirectly) a fee to any person not regularly employed by the Purchaser to act as an intermediary
between the City and the Purchaser for the purpose of influencing any transaction in connection with
the purchase of the Lease Obligation.
SunTrust Bank, Cental Florida, National Association
By:
Denise K. Beauchamp, Vice President
M!\WPFILES\MUNI\TAMARAC\TRUTHNBO.0 (REV022798)
.R
Mitchell S. Kraft
City Attorney
171
amity of Tamarac
7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401
Telephone: (954) 724-1240 • Facsimile (954) 724-2454
March 27, 1998
Mayor Schreiber
City of Tamarac, Florida
SunTrust Bank, Central Florida, National Association
Orlando, Florida
CITY OF TAMARAC, FLORIDA
EQUIPMENT LEASE OBLIGATION
Gentlemen:
I have acted as the City Attorney for the pity of Tamarac, Florida (the "Lessee")
in connection with the issuance by the Lessee of a lease obligation, pursuant to
the Constitution and laws of the State of Florida, particularly Chapter 166, Florida
Statutes, and all other applicable provisions of law (collectively, the "Act") and a
Resolution adopted by the Lessee on March 25, 1998 (the "Resolution"). The
lease obligation of the Lessee is created pursuant to a Master Lease -Purchase
Agreement (the "Lease -Purchase Agreement") between the Lessee and
SunTrust Bank, Central Florida, National Association (the "Bank"), as Lessor,
dated as of April 9, 1998, as supplemented by a Schedule of Terms B, an
Amortization Schedule B, and a Description of Equipment B, all dated as of
March 27, 1998 (the "Lease Documents"), whereby the Lessee agrees to make
rental payments to the Bank during the Lessee's current budget year and
subsequent budget years for which funds have been budgeted and appropriated
for that purpose. The obligation of the Lessee to make such rental payments in
this budget year and any subsequent budget year for which funds have been
budgeted and appropriated for that purpose, shall be referred to hereinafter as
the "Lease Obligation."
In connection with this opinion, I have examined certified copies of the
Resolution, the Lease -Purchase Agreement, and the Lease Documents, and
such other documents, certificates, and proofs as I have deemed necessary for
the purposes hereof. Based thereon, I am of the opinion:
1
equal Opportunity Employer
•
•
•
1. The Lessee is a duly created and validly existing public body corporate
and politic of the State of Florida, with the power to adopt and perform the
Resolution and to issue the Lease Obligation.
2. The Lease -Purchase Agreement and the Lease Documents have been
duly authorized, executed and delivered by the Lessee and, assuming due
authorization, execution and delivery by the other parties thereto,
constitute legal, valid and -binding obligations of the Lessee.
_ 3. The Lease Obligation is a valid and binding obligation of the Lessee _
payable solely from funds budgeted and appropriated for that purpose
during the Lessee's then current budget year. The Lease Obligation
constitutes a current expense of the Lessee and does not constitute a
debt of the Lessee in -contravention of any applicable constitutional,
statutory or charter limitations or requirements concerning the creation of
indebtedness. Neither the faith and credit of the Lessee nor the State of
Florida is pledged in payment of the Lease Obligation.
4. No further approval, . consent, or authorization of, or filing with any
governmental or public body or agency is required in connection with the
Lessee's issuance of the Lease Obligation and the execution and delivery
of the Lease Documents and -the performance of its obligations
thereunder. -
5. The execution, delivery, and performance by the Lessee of the Lease
Documents does not conflict with or constitute a breach of or default under
any existing law, administrative regulation, court decree, resolution, or
agreement to which the Lessee is subject as of the date of closing.
6. The Resolution has been duly enacted and adopted by the Lessee and
has not been amended, supplemented, or repealed and is in full force and
effect and constitutes a valid and binding contract of the Lessee
enforceable in accordance with its terms.
7. To the best of my knowledge after due inquiry, no litigation or other
-proceedings are pending or threatened in any court or other tribunal of
competent jurisdiction, state or federal, in any way, (1) to restrain or enjoin
the execution of the Lease documents or the incurrence of the Lease
Obligation; or (2) questioning or affecting the validity of the Lease -
Purchase Agreement, the Lease Documents or sources of payment of the
Lease Obligation; or (3) questioning or affecting the validity of any of the
proceedings for the authorization, execution, registration, issuance, or
delivery of the Lease -Purchase Agreement, the Lease Documents or the
incurrence of the Lease Obligation or the acquisition of the Equipment (as
defined in the Lease -Purchase Agreement); or (4) questioning or affecting
the organization or existence of the Lessee or the title to office of any
F
member of the Lessee; or (5) which, if adversely determined, would
40 adversely affect the ability or capacity of the Lessee to perform its
obligations under the Resolution or the Lease -Purchase Agreement.
8. Any and all applicable public bidding requirements have been met with
respect to the execution and delivery of the Lease Documents.
•
•
9. The Lessee is exempt from all personal property taxes and is exempt from
sales and/or use taxes with respect to the transactions contemplated by
the Lease Documents.
10. 1 have no knowledge of any legislation adopted by the prior or current
session of the Florida Legislature that restricts or otherwise adversely
affects the Lessee's power to issue the Lease Obligation or its ability to
pay the rent payments due thereunder.
It is to be understood that the rights of the holders of the Lease Obligation, and
the enforceability of the Resolution and the Lease -Purchase Agreement, may be
subject to the exercise of judicial discretion in accordance with general principles
of equity, to the valid exercise of the sovereign police powers of the State of
Florida, and of the constitutional powers of the United States of America and to
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors'- rights heretofore or hereafter enacted.
City Attorney
u70=11 1i
Cc: Vice Mayor Mishkin
Commissioner McKaye
Commissioner Roberts
Commissioner Sultanof
3