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HomeMy WebLinkAboutCity of Tamarac Resolution R-96-082Temp. Reso. #7388 Revised 4/12/96 4/16/96 Revised 4/17/96 Revised 4/18/96 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-96- <3:�'- 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 EQUIPMENT LEASE/PURCHASE AGREEMENT DATED APRIL 1, 1994 BETWEEN FIRST UNION NATIONAL BANK AND THE CITY OF TAMARAC, FLORIDA, IN THE AMOUNT OF $579,152.00 FOR THE PURCHASE OF A FIRE APPARATUS AND RESCUE VEHICLES WHICH HAVE BEEN PREVIOUSLY APPROVED, PROVIDING FOR CONFLICTS, PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission on the 27th day of March, 1996, adopted Resolution No. R-96-68 amending the annual budget for fiscal year 1996; and WHEREAS, the funding for a lease -purchase transaction for the purchase of rescue vehicles was approved in Resolution No. R-96-68 as part of the City's emergency medical services expansion planned for October 1996; and WHEREAS, the purchase of these rescue vehicles has been approved; and WHEREAS, the City Commission has previously approved the purchase of one fire apparatus as a replacement for an existing apparatus now out of service as well as the funding for a lease -purchase transaction; and WHEREAS, a lease -purchase agreement to fund these purchases is an appropriate and financially prudent method of purchasing these items; and WHEREAS, it is the recommendation of the Director of Finance that a five year lease -purchase plan be awarded to First Union National Bank based on receiving competitive financial plans from various financial institutions; and 1 Temp. Reso. #7388 4/12/96 Revised 4/16/96 Revised 4/17/96 Revised 4/18/96 WHEREAS, First Union National Bank is currently the City's depository and is a reputable financial institution; and WHEREAS, the City, as lessee, is currently entered into an equipment lease/purchase agreement dated April 1, 1994 with First Union National Bank, as lessor; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to execute a lease - purchase transaction with First Union National Bank for the purchase of a fire apparatus and rescue vehicles. 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 is hereby made a specific part of this Resolution. SECTION 2: The appropriate City Officials are authorized to execute a lease -purchase transaction with related documents under the terms of the equipment lease/purchase agreement dated April 1, 1994 (Exhibit 1) and additional terms and conditions found in the equipment leasing transaction dated April 16, 1996 (Exhibit 2) between First Union National Bank and the City of Tamarac, Florida. SECTION 3; All Resolution or parts of Resolution in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are declared to be severable. Temp. Reso. #7388 4/12/96 Revised 4/16/96 Revised 4/17/96 Revised 4/18/96 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this C�-4 day of Apr I , 1996. ATTEST: CAROL A. EVANS CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. KRAF CITY ATTORNEY 1 �A,►sk10 V. ECORD OF COMMISSION VOTE MAYOR DIST.1: DIST. 2: t7ST. 3: r. ^;'. 4. GIB e' OFFICE OF THE MAYOR NORMAN ABRAMOWITZ • 7525 NORTHWEST 88th AVENUE • TAMARAC, FLORIDA 33321-2401 TELEPHONE: (305) 724-1221 • FAX: (305) 724-1226 May 22, 1996 First Union National Bank of Florida Attention: Municipal Leasing Department One First Union Center - 8th Floor Charlotte, NC 28288-0600 Ladies and Gentlemen: This letter is being written with respect to the use of the Equipment (herein so called and as defined in the hereinafter referred to Lease) to be purchased by the undersigned with funds provided pursuant to the Equipment Lease/Purchase Agreement dated as of April 1, 1994 as supplemented by Schedule A No. II and No. III dated May 22, 1996 (the "Lease"), between the undersigned and yourselves. The Equipment will be used by the Fire Department for the following purposes: to provide the citizens of Tamarac with emergency and ambulance services. The undersigned hereby represents that the use of the Equipment is essential to its proper, efficient and economic operation; that it anticipates an ongoing need for the Equipment; that the Equipment will provide an essential use and permit the Municipality to carry out public functions that it 'is authorized by law to perform; and that it is reasonably believed that funds in an amount sufficient to make all Rental Payments (herein so called and as defined in the Lease) under the Lease will be available. Nothing contained in this letter shall be construed as contractually obligating or otherwise binding the City of Tamarac, it being expressly stated that any and all obligations by the Municipality with respect to the Equipment and the Rental Payments are limited to those expressly set forth in and accepted pursuant to the terms of the Lease. Ver truly yours, No an Abramowitz, Mayor For the City of Tamarac WPO;(TDICKSON.TAMARAC-LEASE)EQUIPMENT-USE.LTR AN EQUAL OPPORTUNITY EMPLOYER POLICY OF NONDISCRIMINATION ON THE BASIS OF HANDICAPPED STATUS AKERMAN, SENTERFITT 8 EIDSON, PA. ATTORNEYS AT I.AW CITRUS CENTER 255 SOUTH ORANGE AVENUE POST OFFICE BOX 231 ORLANDO, FLORIDA 32602-0231 (407) 643-7860 TELECOPY (407) 843-6610 May 22, 1996 Judy A. Brantley Assistant Vice President First Union National Bank of Florida One First Union Center - 8th Floor Charlotte, NC 28288-0600 Re: Equipment Lease/Purchase Agreement between City of Tamarac and First .Union National Bank of Florida Dear Judy: Enclosed please find executed versions of the following: 1. Certified Copies of Resolution No. 96-82 and 96-- approving the lease financing. 2. Schedule A of Lease -Purchase Agreement. a. Schedule No. II b. Schedule No. III 3. Officers' Certificate. 4. Opinion of City Attorney. 5. UCG-1. 6. Essential Use Letter. 7. Copy of IRS Form 8038 (original furnished to IRS). 8. Copy of Division of Bond Finance Form 2003/2004 and Notice of Impending Sale (originals furnished to Division of Bond Finance). 9. Proof of Insurance. 10. Signed Commitment Letter. 11. Signed Escrow Holder Commitment Letter. - Very truly yours, AKERMAN, SENTERFITT & EIDSON, P.A. 1> 0 / I, IV, T. Dean Dickson TDD/kmg Enclosures WPO: rMICKSON.TAMARAC-LEASE]BRANTLEY-DOC. LTR ORLANDO MIAMI TALLAHASSEE TAMPA r- -7 J OFFICERS' CERTIFICATE AND INCUMBENCY CERTIFICATE OF LESSEE The undersigned officers of the CITY OF TAMAR.AC, FLORIDA (the "Lessee"), in connection with the issuance of its $591,143 Lease Obligation on this date pursuant to an Equipment Lease/Purchase Agreement dated as of April 1, 1994 among Lessee, First Union National Bank of Florida (the "Lessor"), and First Union National Bank of North Carolina, as escrow holder, as supplemented and amended by Schedule A of Lease/Purchased Equipment No. II and III dated May 22, 1996 (together, the "Lease"),'DO HEREBY CERTIFY: (1) Norman Abramowitz is the duly elected and acting Mayor o�/ Lessee, and Carol A. Evans is the duly appointed City Clerk of Lessee. (2) 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 any and all documents and certificates required in connection with the Lease or necessary or appropriate to carry out the intent thereof. (3) The Lessee hereby designates the Lease 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 than $10,000,000 of tax-exempt obligations (including those obligations of any entities controlled by the Lessee), including the obligation to lease the Equipment pursuant to the Lease, during the current calendar year. WITNESS our hands and the seal of the Lessee this 22th day of May, 1996. CITY OF TAMARAC, FLORIDA (Lessee) (SEAL) By: Norman Abramowitz, May By: Carol A Evans City Clerk WPO: (TDICKSON. TAMARAC- LEASE I OFFICER- CERT. CITY EXHIBIT 1 THIS EQUIET-= LEASE/pUR=E PMEM7, dated as of April 1, 1994, among FIRST UNION NATIONAL HANK OF FLORIDA, as Lessor (the "Lessor"), C= OF TAM RAC, FLORMA, as Lessee (the "Lessee") and FIRST UNION NATIONAL HANK OF NORTH CA.ROLIM, Corporate Trust Department, as Escrow Agent (the "Escrow Agent") W I T N E S S E T H: WHERFAS, Lessor desires to lease the Equipment (as hereinafter defined) to Lessee, the Lessee desires to lease the Equipment fran Lessor, pursuant to the terms and conditions hereinafter set forth; wHEREAS, Lessee is duly authorized to enter into this Agreement pursuant to the Constitution and laws of the State of Florida, particularly Article VIII_ Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, as anende , and other applicable provisions of law (the "Act 11) ; NOW, THEREFORE, for and in consideration of the premises and of the covenants hereinafter contained, and other valuable considerations, the pasties hereto agree as follows: SECTION 1. DEFTNT CNS . For purposes of this Agreement and related documents, the following definitions will apply: 1.1 Acceptance Date. Unless otherwise set forth in the Schedule A of Leased/Purchased Equipment, the date the Equipment is delivered to the Lessee. 1.2 The City Council of the City of Tamarac, Florida. 1.3 Equitamment. The goods enumer-ated on each Schedule A of Leased/Purchased Equipment that is now or may hereafter from time to time becamme attached hereto and incorporated herein by reference, together and with any and all additions, modifications, attachments, replacements and pasts thereof. 1.4 Fiscal Year. The twelve month fiscal period of Lessee which commences on October 1 in every year and ends on the following September 30. 1.5 Mdeant Coumel. An attorney duly admitted to the practice of law before the highest court of the State of Florida who is not a full-time enployee of Lessor or Lessee. 1.6 Non- ' ti The failure of The Board to appropriate mmormey for any Fiscal Year of Lessee sufficient for the continued performance of this Agreement of Lessee, as evidenced by action of the Board and Lessee that they have specifically made a good faith effort and have exhausted available revenues other than ad valorem taxes and Lessee is unable to mske Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal. Years. 1.7 t Date. The date upon which any Rental payment is due and payable as provided in each Schedule A of Leased/Purchased Equipment. 1.9 Permitted Encumbrances. As of any particular time: W liens for taxes and assessments not then delinquent, or which Lessee my, pursuant to provisions of Section 7.3 hereof, permit to remain unpaid, (ii) this Agreamment and anend ents hereto, (iii) any mechanic's, laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in the manner Prescribed by law, other than any lien arising through a seller of the Equipment or which Lessee mray, pursuant to Section 1 hereof, permit to remain unpaid. 1.9 Prepayment Price. With respect to each item Of the Equipment, an amount equal to one hundred two percent (102t) of the then applicable unpaid Principal balance )cased upon the Rental Payment Schedule set forth in the applicable Schedule A of Leased/Purchased Equipment. 1.10 Ren��nt. The payment due of Lessee to Lessor on each Payment Cate during the Lease Texan, as set forth opposite such date on each Schedule A of Leased/Purchased Equipment. 1.11 Sch A of ed chased i t. The documient(s) now or hereafter from time to time attached hereto and incorporated herein by reference and signed by the pasties which, among other things, describes (i) the Equipment to be leased by Lessor to Lessee, (ii) the lease term for the Equipment listed thereon and (iii) Lessee's obligations with respect to Rental Payments. - SECTION 2. LEASE Pursuant to the term and conditions of this Agreement, (which, by� definition, includes the terms on the applicable Schedule A of Leased/Purchased Equipment), Lessor hereby rents and leases to Lessee, and Lessee hereby rents and leases fran Lessor, the Equipment listed on any Schedule A of Leased/Purchased Equipment now or hereafter from time to time attached hereto and incorporated herein by reference. SECTION 3. TERM The lease teen for each Schedule A of Leased/Purchased Equipment shall commence on the Acceptance Date and shall terminate, except as otherwise expressly provided herein, at the expiration of the lease term set forth in such Schedule A of Leased/Purchased Equipment. SECTION 4. RENTAL PAYMENTS 4.1 Amxmt and Times of Payment. As rental for the Equipment, Lessee hereby agrees to pay Lessor the amounts specified in each Schedule A of Leased/Purchased Equipment at the times and in the manner set forth therein. If partial shipments of Equipment are authorized, each shipment will be covered by a separate Schedule A of Leased/Purchased Equipment and rental payments for each such shipment will camence when due without regard to other scheduled deliveries. 4.2 Plarge of Raygpnts. All payments (including all Rental Payments) required to be made to Lessor hereunder shall be made at Lessor's principal office or as may be otherwise directed by Lessor or its assignee. 4.3 Lam. Should Lessee fail to pay any part of the rent or any other sum required to be paid by Lessor within fifteen (15) days after the due date thereof, Lessee shall pay a late payment charge equal to four percent (0) of the delinquent payment. 4.4 A=ement of Payments. Except as otherwise set forth in this Agreement with respect to Non -Appropriation, there shall be no abatement or reduction of Rental Payments by Lessee for any reason whatsoever, including but not limited to, any defense, recaupment, setoff, counterclaim, or any claim (real or imaginary) arising out of or related to any defects, damages, malfunctions, breakdowns or infirmities of the Equipment. Lessee assumes and shall bear the entire risk of loss and damage to the Equipment from any cause whatsoever, it being the intention of the parties that the Rental Payments shall be made in all events unless the obligation to pay is terminated as expressly provided herein for Non -Appropriation. 4.5 Allgmticn of Interest_. A portion of each rental payment shall be allocated to interest in accordance with the amortization schedule attached to the Schedule A of Leased/Purchased Equipment. Based upon the character of Lessee, interest received by Lessor shall be tax exert under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). SECTION 5 . ESCROW 5.1 Small Isauer Exc tion From. Rebate Requirements,In accordance with Section 148(f)(4)(C) of the Code, Lessee, represents and covenants that it is a governmental unit with general taxing powers; that the lease/purchase obligation evidenced by this Agreement is not a private activity bond as defined in Section 141 of the Code; that 95% or more of the net proceeds of the lease/purchase obligation evidenced by this Agreement are to be used for the local governmental activities of Lessee (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of Lessee), and that the aggregate face amount of all obligations of Lessee (including all subordinate entities of Lessee), the interest on which is not includable in federal gross income (other than private activity bonds as defined in Section 141 of the Code), issued during the calendar year 1994 will not exceed $5,OOO,OOp,. excluding, however, such obligations which are not outstanding on the date of execution of this Agreement or which are to be redeemed (other than in an advance refunding) fmn the proceeds of the lease/purchase obligation evidenced by this Agreement. 5.2 Escrow,Flmd. On the date of commencement of the lease term set forth in Schedule A hereto, an amount equal to the principal amount of the rental payments specified in Schedule A hereto will be deposited by Lessor with Escrow Agent and this sum shall constitute the principal of the Escrow Fund, and shall be held by Escrow Agent in accordance with the provisions of this Section 5. 5.3 Investment. Escrow Agent shall invest and reinvest the Escrow Fund. Lessee shall be solely responsible for ascertaining that all proposed investments and reinvestments comply with federal, state and local laws, regulations and ordinances governing investment of escrowed funds held pursuant to a lease/purchase arrangement similar in substance to the arrangarent contemplated by this Agreement and for providing appropriate notice to Escrow Agent for the reinvestment of any maturing investment. Accordingly, Escrow Agent shall not be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to investment or reinvestment of all or a portion of the Escrow Fund, and Lessee agrees to release and ;ndam-ify and hold harmless Escrow Agent and Lessor from any such liability, cost, expense, loss or claim. 5.4 p-gbg sements. (a) Payment by Escrow Agent. Unless this Escrow is earlier terminated in accordance with the provisions hereof, the principal of the Escrow Fund shall be disbursed by Escrow Agent in payment of invoices from the manufacturers or suppliers of the Equigrent for the purchase price therefor upon receipt of written authorization(s) from Lessor, which authorization will be supplied only upon the acceptance of the Equipment by Lessee. (b) Distribution of Interest. Interest earned on the Escrow Fund shall be disbursed by Escrow Agent upon the termination of this Escrow and the final distribution of the Escrow Rind in the following order: First, to the payment of Escrow Agent's fees as hereinafter set forth in Section 5.10; second, either to the payment of Lessee's next scheduled rental payment (s) as set forth in Schedule A of Leased/Purrchased Equipment applicable to the Escrow Hurd.; or third, to pay in full the rerining principal obligations of Lessee of any existing Schedule A of Leased/Purchased Equipment. 5.5 motion. This Escrow shall be terminated at the earlier of: (a) the final distribution of principal of the Escrow Fund; (b) written notice given by Lessee of its election to terminate this Escrow is received by Escrow Agent and Lessor; (c) written notice given by Lessor of claimed default by Lessee under this Agreement is received by Escrow Argent and the Lessee; or (d) date of expiration of Lessor's obligations under the Lease provisions stated herein. C7 5.6 Reliance of Escrow Agent on DocLm-ents. Escrow Agent may act in reliance upon any writing or instrum-ent or signature which it, in good faith, believes to be genuine; may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any official designated on the attached incumbency certificate purporting to give any writing, notice, advice, or instructions in connection with the provisions hereof has been, duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in this Escrow, nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such monies, instruments or other documents received by it as Escrow Agent, and for the disposition of the same in accordance herewith. 5.7 �rndemnification of Escrow Agent. Unless Escrow Agent is guilty of willful misconduct with regard to his duties hereunder, Lessor and Lessee jointly and severally hereby agree to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees, or charges of any character or nature, which it nay incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. Escrow Agent shall be vested with a lien on all property deposited hereunder, for indem—ification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising between Lessor and Lessee as to the correct interpretation of this Escrow Agreament and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid. 5.8 Diggretion of Escrow A= to Filevil Action in t of Digpute. If Lessor or Lessee shall be in disagreement about the interpretation of this Escrow, or about the rights and obligations, or the propriety of any action contemplated by Escrow Agent hereunder, Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Escrow Agent shall be indemnified for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully Protected in suspending all or part of its activities under this Escrow until a final judgment in such action is received_ 5.9 tation with el. Escrow Agent may consult with counsel of its own choice and shall have full and cauplete authorization and protection with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. 5.1.0 92mm=im of Escrowent. Lessee shall pay to the Escrow Agent a reasonable compensation for all services performed by the Escrow Agent hereunder and also for all reasonable expenses, charges and other disbursements and those of the Escrow Agent's attorney, agents and employees incurred in and about the administration and execution of the Escrow Fund hereby created and the performance of the Escrow Agent's powers and duties hereunder. Lessee authorizes Escrow Agent to deduct this caTensation directly fran the investment earnings on no less than an annual basis in accordance with Section 5.4 (b) . SECTION 6. RESPONSMILI'TIE`S OF LESSEE 6.1 C Arpg—amd—Uae. Lessee shall use the Equipment in a careful and proper manner, in compliance with all applicable laws and regulations, and at its sole cost and expense, service, repair and maintain the Equipment so as to keep the Equipment in good condition, repair, appearance and working order for the purposes intended, ordinary wear and tear excepted, and shall replace any Part of the Equipment as may from time to time became worn out, lost, stolen, • u destroyed or damaged or is unfit for use. Any and all additions to or replacements of the Equipment and all parts thereof shall constitute accessions to the Equipment and shall be subject to all the terms and conditions of this Agreement and included in the term "Equipment" as used in this Agreement. If requested by Lessor, Lessee shall enter into or cause to be entered into, and maintained in full force and effect during the terns of this Agreement, manufacturer's or supplier's standard maintenance contracts satisfactory to Lessor covering the Equipment and shall comply with all its obligations thereunder. Lessee shall furnish evidence to Lessor of such signed maintenance agreement at or prior to the date of this Agreement and the payment of all charges and premiums therefor. Substitute maintenance may be used if necessary and if first approved by Lessor in writing. Upon the early termination of this Agreement pursuant to Sections 12 and 13, Lessee shall return the Equipment at its sole expense to Lessor at a place designated by Lessor in ttae same condition as originally received, ordinary wear and tear excepted, and in a condition which will permit Lessor to be eligible for such standard maintenance contract without incurring any expense to repair or rehabilitate the Equipment. 6.2 lng=gti Lessor shall have the right upon reasonable prior notice to Lessee to enter into and upon the premises where the Equipment is located to inspect the Equipment and observe its use during normal busiru--ss hours. 6.3 Utilities. Lessee shall pay all charges for gas, water, steam, electricity, light, heat or power, telephone or other utility service furnished to or used on or in connection with the Equipment during the lease team. There shall be no abatement of rental on account of interruption of any such services. 6.4 Tom. Lessee agrees to pay when due any and all taxes relating to the Equipment and Lessee's obligations hereunder, including but not limited to, all license or registration fees, gross receipts tax, sales and use tax, if applicable, license fees, documentary stag taxes, rental taxes, assessments, charges, ad valoran taxes, excise taxes, and all other taxes licenses and charges igDosed on the ownership, possession or use of the Equipment by any governmental body or agency, together with any interest and penalties, other than taxes on or measured by the net income of the Lessor. However, ]cased upon the structure of Lessee, any interest payments paid to Lessor shall be tax exempt under Section 103 of the Code. 6.5 Alterati Without the prior written consent of Lessor, which consent shall not be unreasonably withheld, Lessee shall not make any alterations, modifications or attachments to the Equipment which cannot be rumved without materially damaging the functional capabilities or economic value of the Equipment. Upon return of the Equipment and at Lessor's request, Lessee at its sole cost and expense, will remove all alterations, additions and attachments and repair the Equipment as necessary to return the Equipment to the condition in which it was furnished, ordinary wear and tear excepted. Unless Lessor requests otherwise, all such alterations, additions and attachments shall, as set forth in Section 7.1, constitute accesions to the Equipment and shall be deemed to be part of and included in the term "Equipment" Upon return of the Equipment, same shall become the property of Lessor, and Lessee shall further execute and deliver to Lessor, such documents as nay be reasonably requested by Lessor to reflect the return of the Equipment and vestin of title in Lessor. 6.6 motion and Installation Chames. Lessee shall be responsible for and im-ediately pay when due all charges relating to the transportation of the Equipment from the Seller's place of shipment to Lessee's location and the installation at such location. Lessor may at its option either prepay such charges and inmice Lessee or forward invoices to Lessee as they are received and Lessee shall, as the case may be, either lm-ediately pay to Lessor the amounts advanced by Lessor or remit payment directly to the creditor (with copy of evidence of payment being sent to Lessor) within ten (1o) days after receipt of the invoice by Lessee. 6.7 Insu nce. Lessee shall maintain at its sole cost and expense insurance on all equipment covering such risks and in such amounts with such deductibles as required, and with such insurance companies as shall be satisfactory to Lessor. All insurance for loss or damage shall provide that losses if any, shall be payable to Lessor. Evidence of all required liability insurance shall be provided to Lessor. Lessee shall pay the premiums therefor and deliver to Lessor the policies of insurance or duplicates thereof or other evidence satisfactory to Lessor of such insurance coverage. Each insurer shall also agree by endorsement upon the policy or policies issued by it that: (a) it will give sixty (60) days prior written notice to Lessor of cancellation, non -renewal, or material modification of such policy and ten (10) days prior written notice for non-payment of premium; and (b) the coverage of Lessor shall not be terminated, reduced or affected in any manner regardless of any breach or violation by Lessee of any warranties, declarations or conditions of such insurance policy or policies_ The proceeds of such insurance, at the option of Lessor, shall be applied: (a) toward the replacerent, restoration or repair of the Equipment, or (b) toward payment of the obligations of Lessee hereunder. Lessee hereby appoints Lessor as Lessee's attorney -in -fact to nake claim for, receive payment of, and execute all documents, ents, checks or drafts received in payment of loss or damage under any such insurance policy. If all or any part of the Equipment constitutes motor vehicles, such required insurance shall include without limitation comprehensive automobile liability coverage, medical Payments coverage, uninsured motorist coverage and physical damage coverage to include comprehensive and collision and any other insurance as may be required from time to time by any government authority as a condition or in connection with Lessee's use of the Equipment. 6.8 Risk o Lessee shall bear all risk of loss to the Equipment, and in the event of loss or damage thereto, Lessee shall at its option either (i) continue to make the rental payments due hereunder and repair or replace the Equipment as mutually agreed between Lessee and Lessor or (ii) purchase the Equipment for an anxxmt equal to the Prepayment Price. If, however, Section 6.7 is applicable and a loss has ocurred such that there is paid to Lessor the proceeds in an amount equal to the Prepayment Price, Lessee shall have no obligation under this Section 6.8. 6.9 Lessee's Negligence. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to each item of Equigment and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property or the property of others, which is p» ^ately caused by the negligent conduct of Lessee, its officers, employees and agents. To the extent permitted by applicable law, Lessee hereby assumes responsibility for and agrees to reimturse Lessor for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Lessor that in any way relate to or arise out of the claim, suit or proceeding based in whole or in part upon the negligent conduct of Lessee, its officers, employees and agents, to the maxir= extent permitted by law. Nothing contained herein is intended to expand the Lessee's liability limitations as provided by Florida Statutes and administrative procedures. 6.10 age to or Dastructicn of, Equipment. if after delivery of any Equipment to Lessee, all Or any part of any Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee shall replace the sane at Lessee's sole cost and expense within sixty (60) days after such event and such replacement shall be substituted in this Agreement by appropriate endorse-ent to the applicable Schedule A of Leased/Purchased Equipment. If Lessee fails or refuses to replace the Equipment within the required period, Lessor may, at its option, declare the Prepayment Price applicable to the Equipment set forth in Schedule A of Leased/Purchased Equipment irrrre iately due and proceeds of all insurance payable with respect to the Equipment shall be available to Lessee and shall be used to discharge Lessee's obligation under this Section. On such paymment, this Agregrent shall no longer apply to the Equipment and Lessee thereupon shall became entitled to the Equipment As IS, WrTHOU!'WARRANITES, EXPRESS OR n4PLIED, INCLUDING W�RRAN!'2ES OF NP9E MANPABILITY OR FITNESS FOR ANY PARTICULAR PMPOSE OR FITNESS FOR ME USE CONTEMPLATED BY LESSEE. 6.11 Performance Lessor of Lessee 's,Resp_msibilities. Any perfonmance required of Lessee or any payments required to be made by Lessee may, if not timely performed or paid, be performed or paid 2by Lessor, and in that event, Lessor shall be immediately reimbursed by Lessee for these payments and for any costs and expenses, legal or otherwise, associated with the payments or other performance by Lessor, with interest thereon at the highest rate permissible by law from time to time. 6.12 F-aaancial Sta Lessee agrees that it will furnish Lessor at such reasonable times as Lessor shall request current financial statements (including without limitation Lessee's annual budget as submitted or approved), and permit Lessor or its agents and representatives to inspect Lessee's books and records and make extracts therefrom. Lessee represents and warrants to Lessor that —all financial statements which have been delivered to Lessor fairly and accurately reflect Lessee's financial condition and there has been no material adverse change in Lessee's financial condition as reflected in the statements since the date thereof. SECT CN 7. EQUIR,=, 7.1 Title. During the Tenn of this Agreement, legal title to the Equipment and any and all repairs, replacements, substitutions and modifications to it shall be deemed to be in Lessee, and Lessor shall have no security interest therein (provided, however, the Lessor makes no representations or warranties as to title of the Equipment). The Lessor may record with the Florida Secretary of State a notification filing under the Uniform Commercial Code to simply give notice of its rights under this Agreement and said filing shall not constitute a lien or security interest in any Equipment. 7.2 No Liens. During the Term of this Agreement, Lessee shall not, directly or indirectly, create, incur, assume Or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided and Permitted Encunbrances. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. Lessee shall reinburse Lessor for any expense incurred by Lessor in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. 7.3 Ingtallation of 's Ecruiarent. Lessee may at any time and fran time to time, in its sole discretion and at its own expense, install other items of equipment in or upon any Equipment, which items shall be identified by tags or other symbols affixed thereto as property of Lessee. All such items so identified shall remain the sole property of Lessee, in which Lessor shall have no interest, and may be modified or removed by Lessee at any time provided that Lessee shall repair and restore any and all damage to any Equipment resulting from the installation, modification or removal of any such item. Nothing in this Agreement shall prevent Lessee fram purchasing items to be installed P x-SUant to this Section under a conditional, sale or lease with option to purchase contract, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of any Frniipmeat. 7.4 Peggonal Pmnesty_ The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equigrent or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon or any fixtures, or attached in any uz r to what is pernenent by any means of cement, plaster, nails, bolts, screws or otherwise. Upon request of Lessor, Lessee shall obtain, as to any place where the Equipment is located, a waiver from the landlord and mortgagee thereof with respect to any rights they may have in and to the Equipment or the rights of levy or seizure thereon. • 7.5 Ian pec ion, Acceptance and Written Notice of Defects. ImTe iately upon receipt and installation of the Equipment, Lessee shall inspect the Equipment. Unless Lessee gives Lessor written notice of each defect or other proper objection to the Equipment before the earlier of (i) five (5) business days after receipt and installation thereof, or (ii) the nuking of the first Rental Payment, it shall be conclusively presumed, as between Lessor and Lessee, that the Lessee has fully inspected and acknowledged that the Equipment is in good condition and repair, has been properly installed and is performing satisfactorily, and that the Lessee is satisfied with and has accepted the Equipment in such good condition and repair. SECTION 8. WPRRANITES AMID REPRFSENPATTONS OF LESSEE 8.1 4%=-anties by Lessee_ Lessee warrants and represents to Lessor (all such representation and warranties being continuing throughout the tern of this Agreement) to the effect that: (a) Lessee is a state or a duly organized and validly existing Political subdivision or constituted authority thereof within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings, and is duly authorized to enter into the transactions contemplated by this Agxeemm._nt and to carry out its obligations hereunder; (b) This Agreement and all other documents relating hereto and the Performance of Lessee's obligations hereunder have been duly and validly authorized, executed and delivered by Lessee and approved under all laws, regulations and procedures applicable to Lessee, and constitute a valid, legal and binning obligation of Lessee, enforceable in accordance with its terms; (c) Na approval or consent is required from any governmental authority with respect to the entering into or performance by Lessee of this Agreement and the transactions contemplated hereby or if any such approval is required it has been duly obtained; (d) The officers of Lessee executing this ant have authority and have been duly authorized, to execute and deliver this Agreement under the terms and provisions of the Act; (e) In authorizing and executing this Agreement, Lessee has complied with all public bidding and other State and Federal laws applicable to this Agreement and the acquisition of the Equipment by Lessee; (f) Lessee will not pledge, mortgage or assign this Agreement, or delegate its duties and obligations hereunder to any other person, firm or corporation except as expressly provided under the terns of this Agreement; and (g) The Equipment will be used during the term of this Agreement only to carry out the grntpsutal or proprietary purposes of Lessee. (h) The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been perfonmmed in accordance with all applicable open meeting, public bidding and other laws of the State. (i.) The performance of and compliance with the provisions of the Lease applicable to Lessee, will, to the best of my knowledge after inquiry, not conflict with or constitute a default under any instrument, docLue t, decree, order, statute, rule or governmental regulation applicable to Lessee. lep- J� • 0 (j) There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the authority of Lessee or its officers or its employees to enter into the Lease; the proper authorization, approval and execution of the Lease and the other documents described above; the appropriation of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. 8.2 Closing DOC=-entS. Upon execution of this Agreement by Lessee, Lessee shall cause to be delivered to Lessor a legal opinion of Independent Counsel along with a Certificate of Authority and Incumbency. 8.3 Intent to Continue Lease Term:..,,, rY riations. Lessee presently intends to continue this Agreement for its entire term and to pay all Rental Payments specified in each Schedule A of Leased/Purchased Equipment. Lessee shall include in the Lessee's proposed budget request to the Board for each Fiscal Year the Rental Payments to became due in such Fiscal Year, and shall use all reasonable and lawful means at its disposal, in accordance with the Act, to secure the appropriation of money for Rental Payments. Lessee reasonably believes that moneys in an amount sufficient to make all such Rental Payments can and will lawfully be appropriated by the Board and made available for this purpose. 8.4 l�irret E pws . The obligations of Lessee under this Agreement, including its obligation to pay the Rental Payments due with respect to any Equipment, ion any Fiscal Year for which this Agreement is in effect, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee or the Board within the meaning of the Constitution and laws of the State of Florida. Lessee shall apply all amounts paid periodically throughout each Fiscal Year from the Board's equipment appropriation. First, to the payment of any Rental Payment or other aunt caning due hereunder, and Second, to any lawful purpose of Lessee. In the event of a shortfall in the Board's equipment appropriation within any Fiscal Year, Lessee (a) shall transfer from the reserve for contingencies appropriation to the equipment appropriation an amount to cure such shortfall, (b) shall apply to the Board for the appropriation of additional amounts on an emergency basis to cure such shortfall, and (c) shall apply other legally available funds in an amcxmt to cure such shortfall, or Lessee shall do any one or combination of (a), (b) and (c). in the event a shortfall resins in any Fiscal Year after the foregoing, Lessee shall apply to the Board to add such shortfall to an item of vouchers unpaid and Lessee shall apply to the Board to make provision for payment of such vouchers in the next Fiscal Year. Nothing herein shall constitute a pledge by Lessee or the Board of any ad valorem taxes or other moneys, other than moneys lawfully appropriated from time to time by the Board for the benefit of Lessee in its annual budget to the payment of any Rental Payment or other aml)Lmt caning due hereunder. 8BMCN 9. INDE NIFICATIM To the extent permitted by applicable law, Lessee hereby agrees to indemnify, protect, and save Lessor harmless from all liabilities, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including attorneys' fees, arising out of, connected with, or resulting directly or indirectly from the Equipment, including without limitation, the manufacture, selection, delivery, possession, condition, lease, use, operation or return of the Equipment. SECIION 10. TAX CWENANTS Lessee covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest portion of the rentals under Section 103 of the Cade. Lessee will not directly or indirectly use or permit the use of any proceeds of the Escrow Fund or any other funds of Lessee, or take or anit to take any action that would cause the lease/purchase obligation evidenced by this Agreement to be an "arbitrage bond" within the moaning Of Section 148(a) of the Code. To that end, Lessee will comply with all requirements of Section 148 of the Code to the extent applicable to the lease/purchase obligation evidenced by this Agreereiit. Lessee hereby represents and finds that it reasonably anticipates no more than $5,000,000 of tax-exEnpt. obligations (other than certain private activity bonds described in the Code) will be issued by Lessee and its subordinate governmental entities in calendar year 1994. Lessee hereby designates this Agreement as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code. SECTION 11. DISCLADISR OF VPIRRANTIES 11.1 No Representations by Lessor.- Lessee acknowledges and agrees that it has selected each item, type, quality and supplier of Equipment based upon its own judgment and disclaims any reliance upon any statements or representations made by Lessor, and agrees that the Equipment is of a design, size, quality and capacity required by Lessee and is suitable for its purposes. 11.2 No -Warrants by Lessor. LESSOR MAKES NO WARRANTIES OR REPRESkNMITONS, EXPRESS OR EAPLIED, AS TO THE VALUE, DESIGN, COMMON, MMa-MNMILM Y OR FITNESS FOR A PARTICULAR PURPOSE OF THE B=11- DIT OR ANY dIHER REPRESENTATION OR NWANLY WITH RESPECT TO THE DQUIR=, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT AS IS. 11.3 Assof Manufacturer's Warranties. Notwithstanding the foregoing, Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting any such claim, all of Lessor's rights against the manufacturer or supplier of the Equipment for breach of warranty or other representation respecting the Equipment to the extent the same are assignable. SECTION 12. DEFAULT AND REMEDIES 12.1 Definition of Default. Lessee shall be deemed to be in default hereunder upon the happening of any of the following events of default: (a) Lessee shall fail to make any rental payment or pay any other sum when due or shall fail to perform or observe any term or condition or covenant of this Agx�eenent; or (b) There shall be a material default by Lessee resulting from the failure of Lessee to make any monetary payments in the nature of repayment of principal and the payment of interest for money borYvwed by Lessee under any of Lessee's band indebtedness or other material credit obligations when required under the instruments evidencing such obligations; or (c) Proceedings under any bankruptcy, insolvency, reorganization or similar litigation shall be instituted by or against Lessee, or a receiver, custodian or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (d) Any warranty, representation or statement made by Lessee is found to be incorrect or misleading in any material respect on the date made; or r� (e) An attach=t, levy or execution is levied upon or against the Equipment; ; or (f) Any insurance required to be carried or maintained on the Equipment under this Agreement expires or is otherwise not maintained in accordance with the terms and conditions or this Agreement; or (g) The Equipment or any part thereof is abused, illegally used, misused, destroyed or damaged beyond repair provided, however, in the event the Equipment is destroyed or damaged beyond repair, there should be no default as long as proceeds under applicable insurance are paid to the Lessor in sufficient amount to equal the prepayment price which would be due the Lessor if Lessee wanted to discharge its obligation under this Agreement. 12.2 Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof shall have happened and be continuing with respect to any Equipment, Lessor shall have the right, at its option and without any' further demand or notice, and with or without terminating this wit, to declare all Rental Payments with respect to the Equipment due or to become due during the Fiscal. Year in effect when the default occurs to be immediately due and payable by Lessee, without discount or reduction, whereupon such Rental Payments shall be immediately due and payable. Further, if an event of default shall have occurred, upon written request by Lessor, Lessee shall within thirty (30) calendar days and for a period of sixty (60) calendar days thereafter use its best efforts to sell the Equipment for an amount equal to the Prepayment Price with respect to the Equipment, and any other amounts due to Lessor hereunder, and if it sell: the Equipment shall pay to Lessor the amount of proceeds thereof equal to the foregoing. If Lessee fails to sell the Equipment for such amount, then Lessee shall at its expense cause the Equipment, together with all documents necessary to transfer legal and beneficial title thereto to Lessor, to be delivered to Lessor or Lessors designee at a place in the State of Florida designated by Lessor. The condition of the Equipment shall be as required by Section 6.1. If Lessee fails or refuses to transfer the Equipment to Lessor as herein provided, Lessor shall have the right to obtain a judgment against Lessee for the amount required to be paid to Lessor from the proceeds of sale of the Equipment as provided in this section plus interest thereon to the date of payment . 12.3 Remedies Not Rcclusjyg. The remedies provided to Lessor under Section 12.2 shall not be the sole and exclusive remedies exercisable by Lessor in the event of a default by Lessee hereunder. 12.4 Delay. No delay or emission to exercise any right or remedy occuring upon any default 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 frcan time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remmady reserved to it in this Agreement it shall not be necessary to give any notice, other than such notice as may be required in this Agreement. 12.5 NaAdditional Waiver lied fiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other pasty, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 12.6 Agreament to and Expenses. in the event either party to this Agreement should default under any of the provisions hereof and the ncndefaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or 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 nondefaulting party the reasonable fee of such attorneys and such other expenses reasonably incurred by the ncndefaulting party. 12.7 Fu hQr Remedies. A termination hereunder shall occur only upon notice by Lessor to Lessee and only with respect to such part or parts of the Equipment as Lessor specifically elects to terminate in such notice. Except as to those parts of the Equipment with respect to which there is a termination, this Agreement shall remain in full force and effect and Lessee shall be and remain liable for the full performance of all its obligations hereunder. All remedies of the Lessor are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such raTedy or preclude the exercise of any other remedy. SECTION 13. TERPiMT'TON ON AC'C= OF NON -APPROPRIATION OF KMII S 13.1 Ncn--App ropriation. (a) Notwithstanding any contrary provision in this Agreement, Lessee may, at its option, terminate this Agreement as to all (but not less than all) of the Equipment that is the subject of this Agreement Pursuant to the Schedule A of Leased/Purchased Equipment now or - hereafter attached hereto, as of the end of the Lessees then existing Fiscal Year, if there was taken by the Hoard specific action to expressly eliminate from its final budget the moneys to pay the Rental Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years ("Non -Appropriation"). (b) Upon a Non -Appropriation Lessee shall: (i.) Give written notice of the specific action described in subsection (a) above to Lessor within ten (1o) days of the adoption of such action and, in said notice, Lessee gives formal notice to Lessor of Non -Appropriation and the intent of Lessee to terminate this Agreement for such specific reason; (ii) Exhaust all funds appropriated and unspent within the fiscal year for which appropriation is made and all legally available funds for all payments due under this Agreement; (iii) Comply with Section 8.4 hereof and exercise all reasonable efforts to obtain such funds from the Hoard; and (iv) Pay all Rental. Payments due during the Fiscal Year immediately preceding the Fiscal Year for which sufficient funds were not appropriated. 13.2 Return of Eau . If Lessee terminates this Agreement because Of Non -Appropriation in accordance with the provisions of this section, Lessee shall also immediately return the F4 pment to Lessor at Lessee's sole cost and expense, together with such documents and assurances as Lessor may reasonably request, (and in the condition required under Section 6.1) and thereupon, title to the Equipment shall be transferred to Lessor, free and clear of any right, title or interest of Lessee unless Lessor elects otherwise, and all Rental Payment obligations of Lessee hereunder shall cease. 13.3 NgnjitutiM.If Lessee terminates this Agreement because of Non -Appropriation in accordance with the provisions of this Section, Lessee agrees not to purchase, lease or rent equipment performing functions similar to those performed by the Equipment, and agrees not to permit functions similar to those performed through the use of the Equipment to be performed by its own employees or by an agency or entity affiliated with or hired by Lessee for a Period of one year or until the expiration of the full term of this Agreement, whichever period is lesser. These restrictions shall not be applicable in the event the Equipment shall be liquidated by Lessor and Lessee shall gay to Lessor an amount equal to the then total remaining Rental Payments, without reduction or discount, less any amount received by Lessor from the sale or other disposition of the Equipment after deducting reasonable expenses of the sale or disposition thereof. 0 • 0 SECTION 14 . ASSICM] P 14.1 AssignTent By Less . Lessee agrees not to sell, assign, lease, sublease, pledge or otherwise enclanber or suffer a lien or encumbrance upon or against any interest in this Agreement or the Equipment or to remove the Equipment from its place of installation or use the Equipment outside the governing jurisdiction of Lessee without Lessor's prior written consent which shall not be unreasonably withheld. Lessee's interest herein may not be assigned or transferred by operation of law provided, however, in the event of any such consolidation or merger, Lessee's interest herein may be transferred provided the successor is an entity of the type described in Section 8.1(a), the interest portion of the Rental Payments continues to be tax emmpt under Section 103 of the Code, and the successor entity adopts a resolution or takes such other action as may be appropriate to assume this Agreement and the obligations hereunder, and further furnishes to Lessee an opinion of Independent Counsel of such matters as Lessor may reasonably request. 14.2 Assi t Bv lesSpr. Lessor may, at any time and from time -to time, assign all or any part of its interest in the Equipment or this Agreement, including without limitation, Lessor's rights to receive the rental payments and any additional payments due and to become due hereunder. Lessee agrees that this Agreement may becam part of a pool of agreement obligations at the Lessor's or its assignee's option. Lessor or its assignees may assign or reassign either the entire pool or any partial interest herein. Notwithstanding the foregoing, no assignment or reassigm ent in the Equipment or this Agreement shall be effective unless and until Lessee shall receive a duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each such assignee. Lessee covenants and agrees with Lessor and each subsequent assignee of Lessor to maintain for the full term of this Agreement a written record of each such assignment or reassignment. Lessee further agrees that Lessor's interest in this Agreement nay be assigned in whole or in part upon terms which provide in effect that the assignor or assignee will act as a collection and Paying agent for any holders of certificates of participation in this Agreement, provided Lessee receives a copy of such agency agreement and such collection and paying agent convenants and agrees to maintain for the full raining teen of this Agreement a written record of each assignment and reassignment of such certificates of participation. After the giving of notice described above to Lessee, Lessee shall therefore make all Rental payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assigrmmt in writing, but such acknowledgement shall in no way be deemed necessary to make the assignment effective. In the event of any such assign ant, Lessee agrees to make all Rental Payments directly to said assignee. Further, if in contemplation of such assignment, notice of same is given to Lessee with an inquiry as to any defenses that Lessee may have under this Agreement, and Lessee either (i) indicates that Lessee has no claims under the Agree=t, or (ii) fails within ten (10) calendar days after receipt by Lessee of said notice to respond and give written notice to both Lessor and proposed assignee of any claims Lessee may have under this Agreement, then, in such event, all such Rental Payments skull be made by Lessee to said assignee without any claim, counterclaim or offset which it may have under this Agreement including, but not limited to, any claim or offset for any breach or warranty with respect to any Equipment. 14.3 E r. Lessor may freely assign all or any part of its interest in the Escrow and the Escrow Fund established pursuant to Section 5 hereof in connection with an assignment by Lessor of the Lease Agreement. SECTION 15. NATURE OF AGREEMEW It is the agreement of Lessor and Lessee that the aggregate Rental Payments provided for hereunder constitute the purchase price of the Equipment together with interest on the unatr7rtized anX=t thereof over the term of this Agreement, that each Rental Payment constitutes principal and interest, in accordance with the a urtization schedule attached to the Schedule A of Leased/Purchased Equipment, which fully amortizes the purchase price of the Equipment, together with interest, over the term of this Agreetient. SECTION 16. OPTION M PREPAY RENTAL PA)avE= 16.1 When Available_ Lessee shall have the option to prepay the Rental Payments with respect to any Equipment on any Payment Date with respect thereto for the titan applicable Prepayment Price, but only if Lessee is not in default under this Agreement, and only in the manner provided in this Section. 16.2 Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option hereunder not less than thirty (30) nor more than sixty (60) days prior to the Payment Date on which the option is to be exercised and shall deposit with Lessor on the date of exercise an amount equal to all Rental Payments and any other amounts then due or past due with respect to the Equigmelt and the applicable Prepayment Price. The closing shall be on the Payment Date on which the option is to be exercised at the office of Lessor. 16.3 ReIggge of Lessorlq In t. Upon exercise by Lessee of its option to prepay the Rental Payments with respect to any Equipment, this Agent shall no longer apply to such Equipment. SECTION 17. M SCEI ZANE)aZ 17.1 Waiver. No covenant or condition of this Agreement can be waived except by the written consent of Lessor. Any failure of Lessor to requi-e strict perfoxmance by Lessee or any waiver by Lessor of any terms, covenants or agreements herein shall not be construed as a waiver of any other breach of the same or any other term, covenant or agreement herein. 17.2 5gM4QLi1i. In the event any portion of this Agrnnt shall be determined to be invalid under any applicable law, such provision shall be deemed void and the reminder of this Agreement shall continue in full force and effect. However, in the event any provision hereunder is declared invalid and the same adversely and materially affects the rights and privileges of Lessor hereunder, or any benefits which Lessor expected by virtue of this Agreement, the same shall constitute an event of default under this Agreement. 17.3 Gave ingw.' n is Agxem ent shall be construed, interpreted and enforced in accordance with the laws of the State of Florida. 17.4 Nc 'ces. All notices nade or required to be given pursuant to this Agreement shall be in writing and shall be deemed duly served (a) three (3) business days after said notice has been mailed, postage prepaid by certified or registered nail to the other party at the address set forth below, (b) upon delivery, when said notice has been delivered to the other party at the address set forth below, or (c) in all of the cases, upon receipt by the other party of said notice: If to Escrow Agent, address to: Corporate 'must Department First Union National Bank of North Carolina First Union Plaza Charlotte, North Carolina 28288 r� u If to Lessor, address to: First Union National Bank of Florida Attn. Mu-iicipal Leases One First Union Center - DC-8 Charlotte, North Carolina 28288-0600 If to Lessee, address to: City of Tamarac Attn: City Manager 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 �cc: City Attorney City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 Either party may change the address to which notices are to be given by giving written notice of such change to the other party as set forth in this Section 17.4. 17.5 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. 17.6 Binding Effect. Subject to the specific provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns (including expressly any successor of Escrow Agent). 17.7 Further Assurance Md Corrective Ins s. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, further instruments as may reasonably be required for correcting any inadequate or incorrect description of any Equipment hereby leased or intended so to be, for indicating the Acceptance Date and for carrying out the expressed intention of this Agreement. 17.8 Executigg in t 'This Agxea-rent may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 No Third Pa=y Beneficiaries. It is the intent and understanding of the pasties hereto that this ant is solely for the benefit of Lessee and Lessor (along with any permitted assignee), and no person or persons other than Lessee and Lessor (and any permitted assignee), shall have any rights or privileges under this Agreement in any capacity whatsoever, either as a third party benef2icia>ry or otherwise. 17.10 Tore. Time is of the essence of this Agreement and each and all of its schedules and provisions. 17.11 EMire Pr pr+t . This Agreement, together with the schedules hereto, constitutes the entire agreement between the parties and this Agreement shall not be edified, amended, altered or changed except by written agreement signed by the parties. 17.12 Award of Agragrent It is hereby found, ascertained, determined and declared by the Lessee that a negotiated sale of the Agreement is in the best interest of the Lessee and is found to be necessary on the basis of the following reasons, as to which specific findings are hereby Trade: (a) Due to the small size of the issue, the Lessee could not command better terms for the issue in the public market than the negotiated sale herein described, particularly in view of the timing of such an offering and the current instability of the revenue obligations market. (b) The complex nature of the security for payment of the Agreement requires a lengthy review of the credit of the Lessee which would be financially impractical for bidders to undertake in a competitive sale context.. "e- 96-J:- The negotiated sale of $151,637.50 principal &=Punt of the Agreement to The First Union National Sank of Florida, Charlotte, North Carolina (the "Purchaser") is hereby authorized pursuant to Section 218.385, Florida Statutes, as auended. The Agxeennent shall be dated, nature, bear interest and be redeemable as provided herein. The acceptance of Purchaser's offer to buy the Agreement at the price of par plus accrued interest, if any, is hereby authorized. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. LESSOR: ti FIRST UNION NATIONAL BANK OF FLORIDA ATTEST By: (seal) Title LESSEE: CITY OF T*WW, FLORIDA (Seal) By; Title: ESCROW AGENT: FIRST UNION NATIONAL BANK OF NORTH CAROLIINA, CORPORATE TRUYr DEPARTMENT' ATTEST: By: 1' I`'*- (Seal) Title: �"�`Lll:�D First Union National Bank of Florida One First Union Center - 8th Floor Charlotte, North Carolina 28288-0600 N April 16, 1996 Mr. Stanley Hawthorne Finance Director City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321 Dear Mr. Hawthorne: It is a pleasure to inform you that we offer to enter into a lease/purchase transaction with you under the terms of the Equipment Lease/Purchase Agreement dated as of April 1, 1994 among First Union National Bank of Florida as Lessor, City of Tamarac, Florida, as Lessee, and First Union National Bank of North Carolina, Corporate Trust Department, as Escrow Agent, and upon the following additional terms and conditions: EQUIPMENT: Fire Truck and Rescue Vehicles LOCATION: City of Tamarac, Florida COST OF EQUIPMENT: Up to $591,143 in the aggregate. TERM OF LEASE: Five (5) Years FUNDING; RENT PAYMENTS: The Bank shall advance certain funds to enable the Municipality to purchase the Equipment. Said amount shall be paid by the Bank to -the Escrow Agent and deposited by the Escrow Agent in the Escrow Fund created under the Agreement. The Escrow Agent shall invest said amount in interest bearing instruments. Commencing on the date of said funding, the Municipality shall commence a repayment schedule of five (5) consecutive annual lease payments, in advance. Based on the above anticipated equipment cost, each annual lease payment will be equal to $74,431.21 at an annual percentage rate of 4.55t. Commencingon the date of said funding, the municipality shall commence a g p Y repayment schedule of five (5) consecutive annual lease payments, in advance. Based on the above anticipated equipment cost, each annual lease payment will be equal to $54,498.33 at an annual percentage rate of 4.55%. RENTAL ADJUSTMENT: The rate and payment factor quoted in this commitment are subject to the Lessee designating all fundings under this commitment as being within the $10 million small issuer limitation as described within Section. 265(b)(3) of the Internal Revenue Code of 1986. INFORMATION REPORTING REQUIREMENT: For single fundings over $100,000, IRS Form 8038-G must be filed by the 15th day of the second month after the calendar quarter during which the funding occurred. For single fundings less than $100,000, a consolidated report must be filed using Form 8038-GC. This form is filed annually, not later than February 15th of the calendar year following the year in which the funding occurred. INSURANCE REQUIREMENT: As set forth in the attached Exhibit A with loss payee as First Union National Bank of Florida. EXPIRATION DATE OF THIS COMMITMENT: May 16, 1996 We may terminate our obligations under this letter agreement upon the expiration date if the equipment has not been accepted by you and the necessary schedule(s) have not been executed. At such time, you shall be liable to purchase from us such equipment as we have purchased, or have become obligated to purchase. It is understood that we are not bound by the oral or written statement of any employee or agent of ours, and that our obligations are contained only in this letter or any amendment to it in writing, signed by our authorized officer. If you agree to enter into a leasing transaction on the terms set forth in this letter, in the Equipment Lease/Purchase Agreement and in the schedules, please indicate your acceptance by delivering the following to us within fifteen (15) days from the date of this letter: 1. The Lessor counterpart of this letter executed by the City; 2. Both counterparts of the enclosed Equipment Lease/Purchase Agreement and/or Schedules executed by the City; 3. A certified copy of the Board Resolutions and Incumbency Certificate; 4. A letter from the City describing the essential use of the equipment; 4D5. Opinion of Counsel; �J 6. Insurance Certificate with Loss Payable Endorsement naming First Union National Bank of Florida; and 7. UCC Financing Statement (information filing purposes only.) By your acceptance hereof, you agree that this letter becomes a part of the Equipment Lease/Purchase Agreement referenced above. Please be assured that we shall be certain that you receive the best and most efficient leasing service. Sincerely, �iR45T UNION NATNAL BA�K,?F FLORIDA 31IIdy A. rantley Assistant Vice President We hereby agree to enter the equipment leasing transaction described above on the terms and conditions set forth above and agree that the foregoing letter shall be a part of the Equipment Lease/Purchase Agreement referred to in such letter. In Witness Whereof, the parties hereto have caused these presents to be executed on the day and year indicated below: Signed, sealed and delivered in the presence of: ATTE ooeRobert S. Noe, Jr., -City Manager ATTEST: By:r Carol A. Evans, City Clerk �1 v U !/ Mitchell S. Kraft, City Attorney ACCEPTED BY CITY OF TAMARAC GRANTEE By$orman Abramowitz, Mayor Date: ~" BY: %�Ck- Robert S. Noe, Jr., City manager Date: -�g-q6 STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms. and Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code (F.A.C.). Bond 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.. " Please complete 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 Tamarac FL 33321-2401 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 .ART ll. BOND ISSUE INFORMATION NAME OF BOND ISSUE: Equipment Lease Obligation, Series 1996 2. AMOUNT ISSUED: $ 591,143.00 _ 3. AMOUNT AUTHORIZED: $ 591 143.00 4. DATED DATE: May 22-1996 5. SALE DATE: May 22, 1996 6. DELIVERY DATE: May 22 1996 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chapter 166 Part II SPECIAL ACTS OTHER 8. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESSMENT REVENUE _ COP (CERTIFICATE OF PARTICIPATION) X LEASE -PURCHASE -9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? 2. IF YES, AMOUNT OF ALLOCATION: $ �0. SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Annual appropriations of legally available funds (2) SECONDARY (3) OTHER(S) SPECIAL OBLIGATION BANK LOAN/LINE OF CREDIT 1 ii•I*] YES NO i 1=96-,Pz 11 • A. PURPOSE(S) OF THE ISSUE: (1) PRIMARY Acquisition of emergency vehicles (2) SECONDARY (3) OTHER(S) B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED. (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 _ NEGOTIATED X NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) 4.55% % TRUE INTEREST COST RATE (TIC) % CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) % SPECIFY OTHER: 14. INSURANCE/ENHANCEMENTS: _ _ AGIC AMBAC CGIC _ HUD MBIA NGM LOC(LETTER OF CREDIT) SPECIFY OTHER X NOT INSURED Provider: CLIC 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 at 102% 08. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. Sole Purchaser: First Union National Bank of Florida Attention: Municipal Leasing Department One First Union Center - 8th Floor Charlotte NC 28288-0600 ipA 19 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. C� X NO BOND COUNSEL X NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS BOND COUNSEL(S): FINANCIAL ADVISOR(S)/CONSULTANT(S): OTHER PROFESSIONALS: Akerman Senterfitt & Eidson P.A. 255 S. Orange Avenue Orlando Florida 32801: Special Counsel to City 20. PAYING AGENT X NO PAYING AGENT 161. REGISTRAR X NO REGISTRAR 2. COMMENTS: PART Ill. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title T. Dean Dickson Esquire Phone (407) 843-7860 Company Akerman Senterfiitt & Eidson P .A. INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above): Name and Title Company Date Report Submitted 5-22-96 BF2004-A and BF2004-B Phone NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES. 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT: X NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: 3 (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ 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. FEE PAID: $ 3,000.00 SERVICE PROVIDED or FUNCTION SERVED: Special Counsel to City (2) COMPANY NAME FEE PAID: $ (3) COMPANY NAME FEE PAID: $ (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: SERVICE PROVIDED or FUNCTION SERVED: SERVICE PROVIDED or FUNCTION SERVED: PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR C RDINATING THE I VUANCE�wO�F�THE BON NAME (Typed/Printed): Norman Abramowitz SIGNATURE: TITLE: Mavor DATE: 5/22/96 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: H X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE -26. UNDERWRITER'S EXPECTED GROSS SPREAD X NO GROSS SPREAD S PER THOUSAND PAR VALUE. PER THOUSAND PAR VALUE. ART IV. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO: ourier Deliveries: Division of Bond Finance Mailing Address: Division of Bond Finance State Board of Administration State Board of Administration 1801 Hermitage Blvd., Suite 200 P. O. Drawer 13300 Tallahassee, FL 32308 Tallahassee, FL 32317-3300 Phone: 904/488-4782 FAX: 904/413-1315 REVISED Feb. 1996/bfO304/ 4 FROM, MUNICIPAL FI NCE FAX NO. s 704 383 8697 / J r i � cz' 05/2011996 Page 1 05-20-96 11s52A P-02 First Union National Bank, Municipal Leasing AMORTIZATION SCHEDULE - CITY -OP: TAMARAC Rescue Trucks ,Winal Annual Rate _...: _ 4,550 % w H FLOW DATA tvent Start pate Amount Number Period 1 Start 05/23/1998 249,784.00 1 2 Payment OW3/1996 64,498,33 5 Annual AMORTIZATION SCHEDULE - US Rule, 360 Day Year Date Payment Interest Principal - Start 05/23/1996 1 05/23/1996 54.498.33 0.00 54,498.33 2 05M3/1997 54,498.33 6IN3.50 45,612.83 3 05/23/1998 54,498.33 6,510.11 47,588.22 4 05/23/1999 54,498.33 4,640.30 49,858.03 5 05/23r2000 54.498.33 2,371.74 52.125.59 Grand Totals 272.491.85 22,707.65 249.784.00 lie E-] End Date 0=3/2000 Balaince 249,794.00 195,286.67 149,672.84 101,984.02 52.128.59 0.00 FROM: MUNICIPAL IKANCE FAX NO.: 704 383 8697 iC.- 9 t`'f'; 05/2011996 Page 1 First Union National Bank, Municipal Leasing AMORTIZATION SCHEDULE - CITY OF TAMAFtAC - Fire Truck rsmFLOW nai Annual Rate ....: 4.550 DATA tvern Start Date_ Amount Number Period_ _ End Date — 1 Start Ou23/199f 341,143.00 1 2 Payment 05/23/1996 74,431.21 5 Annual 06/23122000 AMORTIZATION SCHEDULE - US Rule, 360 Day Year __ , Date Payment Interest Principal Balance Start 05/23/1995 1 05/23/1996 74,431.21 2 05/2311997 74,431,21 3 05/23/1998 74,431.21 4 0&23/1999 74,431,21 5 05/23/2000 74,431.21 Grand Totals 372,150.05 LJ 341,143.00 0.00 74,431,21 288,711.79 12,135.39 52,295A2 204,415.97 9,300.93 05,130.26 139,285-59 6,337.50 88,093,71 71,191.98 3,239.23 71,181.9a 000 31.013.05 341.143.00 05-20-96 11%52A P.33 Forth 8038-6 Information Return for Tax -Exempt Governmental Obligations No Under Intwom Flevanue Codas section 74e(e) OMB No. 1545-0720 (Rev. May 1995) ■ see separate Instructions. D.p.rynu,r or *. TV==" (Note: Use Flan San -GC /f the issue p►fcs is under a100,000.) rx.mr PANGM16 aurm. V e rtin Autho A IfAmended Return. check here ■ame _ 2 Issuers employer identification number of Tamarac F 5 10nd street (or P.O. box if mall is not delivered to street address) Roorn/suite 4 Report number 7525 N.W. G19 96 - 1 s City, town. or post office, state. and 23P code 6 Date of issue Tamarac, Florida 33321 5/22/96 7 Name of issue 8 CUSIP number None T of Issue check a licable bo es and enter the issue rice 9 10 11 12 13 14 is 16 17 18 El Education (attach schedule see instructions) . . . . . . . . . . . . . . ❑ Health and hospital (attach schedule -see instructions). . . . . . . . . . . . . ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . ... . QM Public safety. . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Other. Describe (see instructions) ■ If obligations are tax or other revenue anticipation bondscheck box ■ ❑ If obligations are in the form of a lease or installment sale. check box ■ 9 10 11 12 73 14 15 15 Descry tion of Obli abons W MaduKy dale (b) 4rtereet rent Ia . Irww pore Stetrd (re�denrptian prig to W NMgtihd s maturity Not YMCM ow N A N/A %I N/A N/A 19 20 Final maturity. Entire issue 591,143.00 N/A 5 Yeam 4.55 % 4.55 % Uses of Proceeds of Bond Issue (inck9fing underwriters' discount 23 24 25 26 27 28 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 20, column (c)) . . •. . . . . Proceeds used for bond issuance costs (including underwiters' discount) 23 Proceeds used for credit enhancement . . . . . . . . . 24 0 Proceeds allocated to reasonably required reserve or m piscanerd fund . - 25 0 Proceeds used to currently refund prior issues . . . . . . . . 26 0 Proceed: used to advance refund prior issues 77 0 Total (add lines 23 through 27) . - 21 28 0 29 Nonrefunding proceeds of the issue subtract line 28 frcm line 22 and enter amount here . 29 of Refunded Bonds (Complete this part only for refunding bonds_ 30 _I]rsecription Enter the remaining weighted average maturity of the bands to be currently refunded . . . ■ years 31 Enter the remaining weighted average maturity of the bands to be advance refunded . . . ■ years 32 Enter the last date on which the refunded bonds vA be caked . . . . . . . . . . . ■ 33 Enter the dates the refunded bonds were issued ■ 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 bands designibd by the issuer undwsectim 265roK3)(B)(i ll) (small issuer exception) 35 36a Enter ftre amamt of gnus proceeds invested or to be invested it a gMWttsed inwswwlt contracl (sea inatructiorts) 36* b Enter the final maturity date of the guaranteed investmertt contract . ■ 37- Pooled fatanarigx a Proceeds of fttis issue that are to be used to make loans to other governmerrtal Wits 137a b If this issue is a loan made from the proceeds of anodes 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 . ur+d.► psnaltias of psrjrey, I lacier 1Mt I hew warr*wd ttre mwn and eecompiinyft rahrdow F"Iman and to HIS beet of my WWWO pe end belief, ttrry err true. cornet and oampirtr. Ise Sign bramowitz Mayor Here , grope of issuers ewhortred represerrtaew Date , Type or prim name arw titte For Paperwork Reduction Act Notice, see page 1 of the Ructions. cat. No. 637= Farm 80.38-G ow. a-tm First'Union National Bank of North Carolina • FEN' 0 Corporate Trust Bond Administration 230 South Tryon Street. 9th Floor Charlotte. North Carolina 28288-1179 704 374-2075 Fax 704 383-7316 April 16, 1996 Mr. Stanley Hawthorne Finance Director City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321 _ RECEIVED APR 19 1996 FINANCE ADMINISTRATION Re: $591,143.00 Equipment Lease/Purchase Agreement; between City of Tamarac and First Union National Bank of Florida Dear Mr. Hawthorne: Thank you for this opportunity to serve as Escrow Agent for the above referenced Agreement. We view this as an excellent opportunity to demonstrate our skill and experience in the administration of this corporate trust business. Please accept this letter as confirmation of the following fee schedule: One time acceptance fee Waived Per check charge $10 Per wire disbursement charge $25 The funds held in the Escrow Account will be invested in the Fidelity Institutional U.S. Treasury Portfolio. The yield on the fund as of March 28, 1996 was 5.000501 and will vary daily. With your approval of this letter, the fees listed above will be deducted directly from the investment earnings derived from the balance in the Escrow account. Mr. Hawthorne April 16, 1996 Page 2 If you have any questions regarding this fee schedule, please contact Judy Brantley at (704)383--1929, or me at (704)374-2080. we value your business and look forward to providing outstanding service for the'City of Tamarac. 17 Very truly yours, -If 17all'C19 all Shannon Stahel Corporate Trust Officer. CC: Judy Brantley 0 Enclosure AC WLEDGED By: Au horized Representati Norman Abramowitz, Mayor 0 Rsglatri, Ina. ,.M.21' NOTE: This is a two-part form. Send both parts to the Department of State for filing. If a copy of this form is needed prior to tiling, make photocopies for your records. IMPORTANT Read instructions on back before filling is • 0 STATE OF FLORIDA UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993) This Financing Statement is presented to a tiling officer for filing pursuant to the Uniform Commercial Code: 1. Debtor (Last Name First it an Individual) 1a. Date of Birth or FEW City of Tamarac, Florida 59-1039552 16l�aiLng Addreari --- 1c. City, tale 1 d. ip Zone T-� 7525 N.W. 88th Avenue (Tamarac, Florida 33321 2. dfpna Debtor or reds Name (Lest Name First it tin nTdidt�ual) ­" � mate of BFr-th-o-r-VE-14 Mailing Address l 2c. City, State 2d. Zip Code 3. Secured arty (Last Name rsi anan nd1v1dual� First Union National Bank of Florida 38. Mailing rasa b. ty, late 3c. Zip Code One First Union CeAter - 8th Floor Charlotte, NC 28288-0600 4. Assignee of Securedarty (Last ame rat f an Individual) 4a. MiffingAddress 4b. City, State i 4c. Zip Code 5. This Financing tatement covers t e followin types or items or property[include esc ption o rea property on w c ocated and owner o repo wen t required. It mora.spac. he required, attach ad I11,0pe sheet(s)T, Information Filing Only: the vehicles listed below are leased by Debtor from the Secured Party: One E-1 Transport Callable Hush Fire Engine Three Aero Extended Cab Rescue Vehicles 6, Check only If Applicable: ❑ Products of collateral are also covered. ' ❑ Proceeds of collateral are also covered. Debtor is transmitting utility. 7. Check appropriate box: IT All documentary stamp taxes due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid. (One box must be marked) XX Florida Documentary Stamp Tax is not required. 6. In accordance with s. 679.402(2)1 F.S., this statement Is filed without the Debtor's signature to perfect a security Interest In collateral: g- , Number of additional sheets presented: - 0 already subject to a security interest In another jurisdiction when it was brought into this debtor's This Space for Useof Filing Officer state or location changed to this state. 0 Is which proceeds of the original collateral described above in which a security Interest was perfected. ❑ as to which the filing has lapsed. Date filed and previous UCC-1 file number Q acquired after a change of name, identity, or corporate structure of the debtor. 10. gnatur s a e for a of Tamarac Florida CC By: 1. Signature(s) o ecu arty or t ss gn y Ass gn s Return12. Copy to: Name T. Dean Dickson, Esq. Akerman, Senterfitt & Eidson, P.A. Address P.O. Box 231 Address Orlando, FL 32802-0231 City, State, Zip STANDARD FORM - FORM UCC-1 Approved by Secretary of State. State of Florida • Schedule Number III (Rescue Trucks) This Schedule A of Leased/Purchased Equipment is attached to and made a part of the Lease/Purchase Agreement between the undersigned Lessor and Lessee dated as of April 1, 1994. LESSOR: FIRST UNION NATIONAL BANK OF FLORIDA Attn: Municipal Finance Department One First Union Center - 8th Floor Charlotte, North Carolina 28288-0600 LESSEE: CITY OF TAMARAC, FLORIDA 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 1. EQUIPMENT LEASED. The Equipment leased upon the terns and conditions contained in the Agreement is as follows: As per Acceptance Certificate(s), attached hereto and made a part hereof by this reference. 2• . The Equipment shall be located at the following address and shall not be removed therefrom without the prior written consent of Lessor: Tamarac, Florida 3. =MENCEhENT DATE. Unless otherwise agreed to by the prior written consent of Lessor, the Commencement Date is the date Lessor shall make payment of the purchase price for the Equipment to the Escrow Agent. 4. LEASE TERM. Unless earlier terminated in accordance with the terms of the Agreement, the term of thi3 ragreita'ieut TiSN� viiiag CGr,I itLa7{ of iyiiif..i,Cnt ii3tvw via ta:i3 3::.� aa.:i:v expires five (5) years following the Commencement Date. 5. RENTAL PAYMENTS, As rent, for each item of Equipment, Lessee shall pay Lessor (5) equal annual payments, in advance, at an interest rate of 4.55%, each equal to a factor of .21818 of the equipment cost of the purchase price of said item of equipment. 6. INTEREST. A portion of each of the rental payments shall be allocated to interest in accordance with the amortization schedule(s) which will be attached hereto and made a part hereof. r� • �J 7. OPTION TO PURCIjASE. Lessee is granted a non -assignable option to purchase on an as is and where is basis all (but not less than all) of the Equipment listed hereon, thereby vesting title to the Equipment permanently in Lessee, for a purchase price equal to one hundred two percent (102%) of the principal balance shown on the amortization schedule attached hereto and made a part hereof by this reference. This option to purchase may be exercised by Lessee as of the end of any fiscal year of the Lessee or anytime during the term of this Agreement and is conditioned upon: (a) Lessee's having performed all of the terms and conditions of the Agreement between the parties and all schedules of Equipment thereto and all other agreements between the parties; ,fib) Lessee's giving written notice to Lessor of its election to exercise the option not more than sixty (60) days nor less than thirty (30) days prior to the expiration of any fiscal year of Lessee; and (c) Lessee's payment of the purchase price in cash at the time of the exercise of the option, together with all taxes on or measured by such purchased price. $. RENTAL ADJUSTMENT. The rate and payment factor set forth in Section 5 are subject to Lessee designating all fundings under this Schedule A of Leased/Purchased Equipment as being within the $10 million small issuer limitation as described within Section 265(b)(3) of the Internal Revenue Code of 1986. IN WITNESS WHEREOF, the parties hereto have executed this Schedule A of Leased/Purchased Equipment as of the 16th day of April, 1996. LESSEE: CITY OF TAMARAC, FLORIDA BY; Norman Abramowitz Cr TITLE: mayor LESSOR: FIRST UNION NATIONAL BANK OF FLORIDA BY: TITLE: • Schedule Number II (Fire Truck) This Schedule A of Leased/Purchased Equipment is attached to and made a part of the Lease/Purchase Agreement between the undersigned Lessor and Lessee dated as of April 1, 1994. LESSOR: FIRST UNION NATIONAL BANK OF FLORIDA Attn: Municipal Finance Department One First Union Center - 8th Floor Charlotte, North Carolina 28288-0600 LESSEE: CITY OF TAMARAC, FLORIDA 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 I • EQUIPMENT LEASED. The Equipment leased upon the terms and conditions contained in the Agreement is as follows: As per Acceptance Certificate(s), attached hereto and made a part hereof by this reference. 2 T. The Equipment shall be located at the following address and shall not be removed therefrom without the prior written consent of Lessor: Tamarac, Florida 3• COMMENCEMFhIT DATE. Unless otherwise agreed to by the prior written consent of Lessor, the Commencement Date is the date Lessor shall make payment of the purchase price for the Equipment to the Escrow Agent. 4. LEASEJyd$M• Unless earlier terminated in accordance with the terms of the Agreement, the tern; of this Agreement respecting each item of Equipment listed on this schedule expires five (5) years following the Commencement Date. 5• EFhITAL PAYMENIS. As rent, for each item of Equipment, Lessee shall pay Lessor (5) equal annual payments, in advance, at an interest rate of 4.55%, each equal to a factor of .21818 of the equipment cost of the purchase price of said item of equipment. 6. INTEREST. A portion of each of the rental payments shall be allocated to interest in accordance with the amortization schedule(s) which will be attached hereto and made a pan hereof. /C,- �6- e-z— 7. OPTION TQ PURCHASE. Lessee is granted a non -assignable option to purchase on an as is and where is basis all (but not less than all) of the Equipment listed hereon, thereby vesting title to the Equipment permanently in Lessee, for a purchase price equal to one hundred two percent (102%) of the principal balance shown on the amortization schedule attached hereto and made a part hereof by this reference. This option to purchase may be exercised by Lessee as of the end of anfiscal year of th y Y e Lessee or anytime during the term of this Agreement and is conditioned upon: (a) Lessee's having performed all of the terms and conditions of the Agreement between the parties and all schedules of Equipment thereto and all other agreements between the parties; (b) Lessee's giving written notice to Lessor of its election to exercise the option not more than sixty (60) days nor less than thirty (30) days prior to the expiration of any fiscal year of Lessee; and (c) Lessee's payment of the purchase price in cash at the time of the exercise of the option, together with all taxes on or measured by such purchased price. . 8. RENIAL ADJUSIMEE. The rate and payment factor set forth in Section 5 are subject to Lessee designating all fundings under this Schedule A of Leased/Purchased Equipment as being within the $10 million small issuer limitation as described within Section 265(b)(3) of the Internal Revenue Code of 1986. IN WITNESS WHEREOF, the parties hereto have executed this Schedule A of Leased/Purchased Equipment as of the 16th day of April, 1996, . LESSEE: CITY OF TAMAR.AC, FLORIDA BY: Norman Abramowitz TITLE: Mayor LESSOR: FIRST UNION NATIONAL BANK OF FLORIDA BY: TITLE: C, N - IO IN is a - 70 I �fl I iC c � I t11 CD Z I a 7b , �n cn = I m o 4 I n164 � I I i+ I •■1 � � ly I I• � to I� w� Ir je Iz I is o � 0 I I Ip iN I, ro l n w a o Co N O LR i Y •O �� S'� H m m w as m ❑ K❑ P� H ��� ❑ a ,� Lea .. _" n� s❑ ^❑ EL g ❑ - a 4 a•-= L L L K AKERMAN, SENTERFITI' 8 EIDSON, P. A. AT('ORNEYS AT LAW CITRUS CENTER 2SS SOUTH ORANGE AVENUE POST OFFICE BOX 231 ORLANDO, FLORIDA 32S02-0231 (407) 643-7860 TELECOPY (407) 643-6610 May 20, 1996 Division of Bond Finance State Board of Administration P.O. Box 13300 Tallahassee, FL 32317-3300 Re: City of Tamarac, Florida, $580,000 Equipment Lease Obligation Ladies and Gentlemen: On behalf of the City of Tamarac, Florida, we are filing this Notice of Impending Sale with you pursuant to Section 218.38, Florida Statutes, as amended, and Chapter 19A-1 of the Florida Administrative Code. The issuer, the name of the obligations and the amount proposed to be issued are as set forth in the above caption. The date of sale of the above -captioned obligations is expected to be May 23, 1996. Very truly yours, AKERMAN, SENTERFI TT & EIDSON, P.A. 7. a� T. Dean Dickson TDD/kmg Enclosure WPO: rMICKSON.TAMARAC-LEASE]DIV-BOND-FINANCE.LTR ORLANOO MIAMI TALLAHASSEE TAMPA ' xC - 9 / , - PRODUCER RISK MANAGEMENT ASSOCIATES, INC. IVUDERDALE ATE ROAD 84, STE. 210 FL 33324 INSURED CITY OF TAMARAC 7525 NW 88TH AVE. TAMARAC FL 33321 COMPANY A LETTER COREGIS INSURANCE COMPANY COMPANY B LETTER COMPANY `+ LETTER COMPANY D LETTER COMPANY E LETTER n,............... I--------... sc::::;>Fc:>::i::;4.:<.;s:r..t:::::,.::.::.>:.>ss:.;:-;:.>:.::.::.> THIS IS TO CERTIF THE OF NCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED E FOR THE POLICY ES INDICATED, NOTWITHSTANDING ANYIREQUIREMEN, TERM OR CONDITION OF ANY CONTRACT OR OTHER DO UMENT WIDTH RESPECT WHICHPERIOD HRTHIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POLICY EXPIRATION LIMITS TYPE OF INSURANCE POLICY NUMBER DATE (MMIDD/yy) DATE (MM/DDrM GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE = OCCUR. OWNER'S & CONTRACTOR'S FROM MOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS GARAGE LIABILITY EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY q IOTHER EXCESS AUTOMOBILE LIABILITY 1 651-000315-6 GENERAL AGGREGATE $ pRDDUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY S EACH OCCURRENCE li FIRE DAMAGE (Arty one fUe) S MED.EXPENSEVMonepermn COMBINED SINGLE LIMIT S $ BODILY INJURY (Per person) S BODILY INJURY (Per accident) = PROPERTY DAMAGE EACH OCCURRENCE S S AGGREGATE s STATUTORY LIMITS EACH ACCIDENT S DISEASE•-POUCY LIMIT $ DISEASE —EACH EMPLOYEE PER PERSON $ $ 1,900,000 10/01/95 1 '.0/01/96 1PER ACCIDENT $ 1,800,000 DESCRIPTION OF OPERATIONS/LOCATIONSAVENICLF.S/SPECIAL ITEMS LIMITS PROVIDED ARE EXCESS OF A SELF —INSURED RETENTION OF $100,000 PERSON/$200,000 ACCIDENT (F.S.768.28). COVERAGE LIMITED TO FLORIDA CLAIMS BILLS, FEDERAL SUITS AND SUITS BROUGHT OUTSIDE THE STATE OF FLORIDA. CERTIFICATE HOLDER TO BE CUE VEHICLES (VIN #TBD). 3 RES.-CUE NAMED "ADDITIONAL INSURED" AS RESPECTS THE INSUREb'S LEASE OF 1 FIRE ENGINE AND .. ::: rNI T UNION NATIONAL BANK OF FLORIDA CIPAL LEASING DEPARTMENT ONE FIRST UNION CENTER 8 FLOOR CHARLOTTE NC 28288-0600 :.,.::::.,...:.I...................._........................... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AU ZED REPRESENTATIVE Z- 96-� CERTIFICATE OF COVERAGE Certificate Holder and Loss Payee Administrator Issue Date 05/07/96 NT FIRST UNION NATIONAL BANK OF FLORIDA Florida League of Cities, Inc. MUNICIPAL LEASING DEPARTMENT Public Risk Services ONE FIRST UNION CENTER-8TH FLOOR P.O. Box 530065 CHARLOTTE NORTH CAROLINA 28288-0600 Orlando, Florida 32853-0066 COVERAGES THIS IS TO CERTIFY THAT THE AGREEMENT BELOW HAS SEEN ISSUED TO THE DESIGNATED MEMBER FOR THE COVERAGE PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE AGREEMENT DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH AGREEMENT. COVERAGE PROVIDED BY: FLORIDA MUNICIPAL INSURANCE TRUST ,.AGREEMENT NUMBER: FMIT 584 1 COVERAGE PERIOD: FROM 10l1/95 1 COVERAGE PERIOD: TO 9/30/96 12:00 Midnight Standard Time TYPE OF COVERAGE - LIABILITY TYPE OF COVERAGE - PROPERTY General Liability MBulidings Comprehensive General Liability, Bodily Injury, Property Basic Form Damage and Personal Injury -n Special Form Errors and omissions Liability []Personal Prop" Employee Benefits Program Administration Liability [:]easlo Form Medical AttendantaAAadical Directors' Malpractice Liability ElSpecial Form Broad Form Property Damage Agreed Amount _ i l Law Enforcement Liability Deductible $_ I 7 Underground, Explosion & Collapse Hazard Coinsurance /o r ❑ r.7 Blanket Limits of Liability specific $100,000 Each Person or 'Combined Single Limit Replacement Cast $200,000 Each Occurrence Actual Cash Value Deductible J ® Miscellaneous Automobile Liability ® Inland Marine - Deductible Stoploss $10,000 Electronic Data Processing All owned Autos (Priv. Pass.) Bond Ali owned Autos (Other than Prtv. Pass.) ❑ Hired Autos ❑ F1Non-Owned Autos Limits of Liability on File with Administrator Limits of Liability $100,000 Each Person or ' Combined Singh Limit _ $200,000 Each Occurrence Deductible $ Automobile/Equipment - Deductible ® Physical Damage $ ' Comprehensive - Auto $ • Collision -Auto $ Miscellaneous Equipment Other Auto Physical Damage - $10,000 Deductible Stoploss Description of Operations/LocationsNehiclas/Special items RE: E-ONE Transport Capable Fire Engine (3) Rescue Vehicles Cost $254,870.41 1996 Freightliner 1160 extended Cab rescue vehicles ID TBD Is - Cost: $109,445 each THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED by THE AGREEMENT ABOVE - DESIGNATED MEMBER SUSAN SINCLAIR CITY OF TAMARAC 7525 NORTH WEST 88TH AVENUE TAMARAC FL 33321-2401 CANCELLATIONS SHOULD ANY PART OF THE ABOVE DESCRIBED AGREEMENT BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 70 DAYS WRITEN NOTICE TO THE CERTIFICATE HOLDER NAMED ABOVE, RUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITYOF ANY KIND UPON THE PROGRAM, ITS AGENTS OR REPRESENTATIVES. _.!• enz-.., AUTHORIZED REPRESENTAT E FMITIERT 00M)