HomeMy WebLinkAboutCity of Tamarac Resolution R-94-0461
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-94 �e
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE
OFFICIALS TO ENTER INTO A LEASE/PURCHASE AGREEMENT
WITH FIRST UNION NATIONAL BANK FOR THE PURCHASE OF
A JET -VAC; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council is desirous of entering into a Lease/Purchase Agreement
with First Union National Bank for the purchase of a Jet -Vac.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA:
SECTION 1• That the appropriate City officials are hereby authorized to
execute a Lease/Purchase Agreement with First Union National Bank, for the purchase of a Jet -
Vac, subject to such revisions as are approved by the City Attorney and City Manager, a copy of
the Lease/Purchase Agreement is attached hereto as "Exhibit A" and made a part hereof.
SEA2: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 3: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
SECTION 4: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this vz-�
ATTEST:
CAROL A. EVANS
CITY CLERK
I HEREBY CERTIFY that I ave
approved this RESOLUTYN as to
fo nr�.
CITY A
(JetVac.ms)
d of 1994.
NORMAN ABRAMOWIT�J-
MAYOR
RECORD OF COLM L VOTE
MAYOR 0 uJ t r
DISTRICT 1:
DISTRICT 2-
DISTRICT 3: cla S�NR
DISTRICT 4:4w MR -COO - _
i
R� 44/-1fb
•
CITY OF TAMARAC
7525 Northwest 88 Avenue
Tamarac, Florida 33321-2401
April 16, 1994
First Union National Bank of Florida
Attention: Municipal Leases
One First Union Center - DC-8
Charlotte, North Carolina 28288-0600
Ladies and Gentlemen:
Phone (305) 722-5900
Fax (305) 722-4509
This letter is being written with respect to the use of the Equipment (herein so called
and as defined in the hereinafter referred to Contract) to be purchased by the
undersigned with funds provided by us under the Installment Purchase Contract, dated as
of February 18, 1994 (the "Contract'), between the undersigned and yourselves. The
Equipment will be used by Public Services for the following purposes: cleaning of
municipal sewer systems.
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 is
reasonably believed that funds in an amount sufficient to make all Installment Payments
(herein so called and as defined in the Contract) under the Contract will be available.
Nothing contained in this letter shall be construed as contractually obligating or
otherwise binding the Municipality, it being expressly stated that any and all obligations
by the Municipality with respect to the Equipment and the Installment Payments are
limited to those expressly set forth in and accepted pursuant to the terms of the Contract.
Very truly yours, 4
Nor an Abramowitz. Mayor
41 For the City of Tamarac
NA/ms
cc: Vice Mayor Katz
Councilmember Machek
Councilmember Mishkin
Councilmember Schreiber
Robert S. Noe, Jr., City Manager
Mitchell S. Kraft, City Attorney
Alan F. Ruf, Special Counsel
MITCHELL S. KRAFT
CITY ATTORNEY
F'ORYOUR INFORMATION
Ir(E (:I IN � )F rAMAH A(: I...i AN EOUAL OPPOHTUNI (N Eh1PLDYER AND ODES NOT DISCRIMINATE UN THE BASIS OF FI A NDICAPPED STAT HS
.e9y-446
I TI -Tv= LEAS E / PT TP r AS E PL;REEM=
THIS EQUIR4a1I' LEASE/PURCHASE AGREEMENT, dated as of April 1, amng FIRST UNION NATIONAL HANK OF FLORIDA,, as Lessor (the "Lessor"), 994OF
1994,
TAMARAC, FLORIDA, as Lessee (the "Lessee") and FIRST UNION NATIONAL HANK OF
D40RTH C2%ROLI1\a, Corporate 'Dust Department, as Escrow Agent (the "Escrow
Agent",.
) I
W I TN-9 S S E T H:
WHEREAS, Lessor desires to lease the Equipment (as hereinafter defined)
to Lessee, the Lessee desires to lease the Equipment from 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 amended, and other applicable provisions of law (the
"Act");
NOW, THEREFORE, for and in consideration of the premises and of the
covenants hereinafter contained, and other valuable considerations, the parties
hereto agree as follows:
SECTION 1. DEFINITIONS
For purposes of this Agreement and related documents, the following
definitions will apply:
1.1 Acce ance Date. Unless otherwise set forth in the Schedule A of
Lased/Purchased Equipment, the date the Equipment is delivered to the Lessee.
1.2 Board. The City Council of the City of Tamarac, Florida.
1.3 Eguipment. The goods enumerated on each Schedule A of
Leased/Purchased Equipment that is now or may hereafter from tame to time
become attached hereto and incorporated herein by reference, together and with
any and all additions, modifications, attache-emts, replacements and parts
thereof.
1.4 Fis 1 Year. The twelve month fiscal period of Lessee which
camm_nces on October 1 in every year and ends on the following September 30.
1..5 Independent Ccnuisel. An attorney duly admitted to the practice of
law before the highest court of the State of Florida who is not a full-time
employee of Lessor or Lessee.
1.6 Ncn-Amrcmriaticn. The failure of The Baird to appropriate money
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 make Payments due
under this Agreement for a designated Fiscal Year and all subsequent Fiscal
Years.
1.7 Pa mint Date. The date upon which any Rental Payment is due and
payable as provided in each Schedule A of Leased/Purchased Equipment.
1.8 Permitted Encumbrances. As of any particular time: (i) liens for
taxes and assessments not then delinquent, or which Lessee may, pursuant to
provisions of Section 7.3 hereof, permit to remain unpaid, (ii) this Agreement
and amendments hereto, (iii) any mechanic's, laborer's, materiaiz-en'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 tray, pursuant to Section 1 hereof, permit to remain
unpaid.
R_ ?q-q(o
1.9 Prepar_rr�t Price. With respect to each item of the Equipment, an
31TOUI-It equal to one hundred two percent (102 0) of the then applicable Llnpaid
principal balance based upon the Rental Payment Schedule set forth in the
applicable Schedule A of Leased/Purchased Equipment.
1.10 Rental Payment. "Fhe payment due of Lessee to Lessor on each
Payment Date during the Lease Term, as set forth opposite such date cn each
Schedule A of Leased/Purchased Equipment.
1.11 Schedule A of Leased Purchased EZlipment. The docurrn_nt(s) now or
hereafter fran time to time attached hereto and incorporated herein by
reference and signed by the parties which, among other things, describes (i)
the Equipment to be leased by Lessor to Lessee, (ii) the lease term for "she
Equipment listed thereon and (iii) Lessee's obligations with respect to Rental
Payments.
SECTION 2. LEASE
Pursuant to the terms 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 from Lessor, the Equipment listed on any Schedule A of
Teased/Purchased Equipment now or hereafter from time to time attached hereto
and incorporated herein by reference.
SECTION 3. TERM
The lease terns for each Schedule A of Leased/Purchased Equipment shall
cazmence on the AcceptancL 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. REUM PAYMENTS
4.1 Amount 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.
t
If partial shipments of Equipment are authorized, each shipment will be covered
by a separate Schedule A of Leased/Purchased Equipment and rental paynents for
each such shipment will commence when due without regard to other scheduled
deliveries.
4.2 Place of Payments. 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 Late Charges. 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
(416) of the delinquent payment.
4.4 Abatement of Payments. Except as otherwise set forth in this
Agreenent 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, recoupment, setoff, counterclaim, or any claim
(real or imaginary) arising out of or related to any defects, damages,
malfunctions, breakdowns or infirmities of the Equignent. 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 Al1w
ztionof 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 exempt under Section 103 of
the Internal Revenue Code of 1986, as amended (the "Code,,).
)e � Ll- 4 (0
SECTION 5. ESCROW
5.1 Small Issuer Exception. Frcm Re -bate Requ r�zts. In accordance
with Secti.otr 148 (f) (4) (C,) ot the Cccie Lessee, represents and covenants that it.
s a gc�vex-mental unlit with general taxing powers; that the lease/purchase
,)b1J.9ari011 evidenced by this Agreement is not a private activity bond as
iefi.tlr-d i.rI SeCtic)n 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 tre
ic,Cal goveiTmiental activities of Lessee (or of a governmental unit Che
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
1.41 of the Code), issued during the calendar year 1994 will not exceed
$5,000,000, 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) from the proceeds of the lease/purchase obligation
evidenced by this Agreement.
5.2 Escrow Fuznd. On the date of camiencement 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 Ftand,
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 cemply 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 arrangement
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 Fluid, and Lessee agrees to
release and indemnify and hold harmless Escrow Agent and Lessor frcn any such
liability, cost, expense, loss or claim.
5.4 Disbursements.
(a) Payment by Escrow Agent. Unless this Escrow is earlier
tenni_nated 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 Equipment for the
purchase price therefor upon receipt of written authorization(s) fran
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 Fund 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/purchased
Equipment applicable to the Escrow Fund; or third, to pay in full the
remaining principal obligations of Lessee of any existing Schedule A of
Leased/Purchased Equipment.
5.5 Ter Ai. Lion. This Escrow shall be tezminated at the earlier of:
(a) the final distribution of principal of the Escrow Fluid; (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 Agent and the Lessee; or (d)
date of expiration of Lessor's obligations under the Lease provisions stated
herein.
k-741- 1Yb
5.6 Reliance at Escrow A ent on Dmm eats. Escrow Agent may act in
reliance upon any writing or instrun-ent or signature which it, in good faith,
lx�li,zves to be genuine; nay assume the validity and accuracy of any statemenr
-)r assertion contained in such a writing or instrument, and may assume that anv
official designated on the attached incumbency certificate purporting to give
oily writing, notice, advice, or instructions in connection with the provisions
i.ereof has been drily authorized to do so. Escrow Agent shall not be liable in
-:uav manner for the sufficiency or correctness as to form, manner and execution,
,)r 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 lxadification of Escrow A ent. 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 may 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 inden-i.fication, for reasonable
attorneys' tees, court costs, for any suit, interpleader or otherwise, or any
other expense, tees or cj�rges 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 Agree ent 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 Discretion of Escrow Agent to File Civil Action in the Event_of .
Dispute. 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 Consultation with Counsel. Escrow Agent may consult with counsel
of its own choice and shall have full and carplete 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.
5.10 Cons tion of Escrow _Agent. Lessee shall pay to the Escrow
Agent a reasonable dens tion 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 en ployees incurred in and
about the administration and execution of the Escrow Fund hereby created and
the perfo=rance of the Escrow Agent's powers and duties hereunder. Lessee
authorizes Escrow Agent to deduct this cammpensation directly frm the
investment earnings on no less than an annual basis in accordance with Section
5.4 (b) .
SECTION 6. RESPONSIBILITIES OF LESSEE is
6.1 Care and Use. Lessee shall use the Equipment in a careful and
proper manner, in ccnpliance 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 become worn out, lost, stolen,
destroyed or damaged or is unfit for use. Ally and all additions to or
feplacen1ants of the Egtlipn'ent and all parts thereof shall cosaccessioi Lo ituteequipt��t and shall subject to all the term, and
�'onditior's of this Agreen-ent and included in the term "Equipment" as used in
this Agreement. If requested by Lessor, Lessee shall enter into or cause to
k-e entered into, and maintained in full force and effect during the term of
r_his Agreement, manufacturer's or supplier's standard rrainte once contracts
satisfactory to Lessor covering the Equipment and shall comply with all its
,._,bligations thereunder. Lessee shall furnish evidence to Lessor of such signed
maintenance agreement at or prior to the date of this Agreenent and the
payment of all charges and premiums therefor. Substitute raintenance may be
used if necessary and if first approved by Lessor in writing.
ternUpon the early
lination of this AgreaTEit pursuant to Sections 12 and 13, Lessee shall
return the Equipment at its sole expense to Lessor at a place designated by
Lessor ili the same condition as originally received, ordinary
excepted, and in a condition which will permit Lessor tbe eligible wear or�such
standard maintenance contract without incurring any expense to repair or
rehabilitate the Equipment.
6.2 I ction. 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 no
hours. rmal business
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
terni. There shall be no, abatement of rental on account of interruption of any
such services.
6.4 'axes. 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 stamp taxes, rental taxes,
assessments, charges, ad valorem taxes, excise taxes, and all other taxes
. licenses and charges imposed 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, based upon the structure of Lessee, any interest payments paid to
Lessor shall be tax exempt under Section 103 of the Code.
6.5 Alterations. Without the prior written consent of Lessor, which
consent shall not be unreasonably withheld, Lessee shall not make any
alterations, rmcd fications or attachments to the Equipment which cannot be
removed 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 ail 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 may be reasonably requested by Lessor to reflect the return of the
Equipment and vestin of title in Lessor.
6.6 1—r4nMQrtation and Installation Charqes. Lessee shall be
responsible for and immediately 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 invoice Lessee or forward invoices to
Lessee as they are received and Lessee shall, as the case may be, either
immediately 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 (10) days after receipt of the invoice by Lessee.
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6.7 Insurance. Lessee shall maintain at its sole cost and expense
insurance on all equipment covering such risks and in such amounts with such
dedLictibles as required, and with such insurance conpanies 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 stlall be provided to Lessor. Lessee shall pay the premiums therefcr
a�lci deliver to Lessor the policies of insurance or duplicates thereef or other
vidence satisfactory to Lessor of such insurance coverage. Each insurer shall
also agree by endorsement upon the policy or policies issued by it that: (a) is
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 replacement, 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 make claim for,
receive payment of, and execute all documents, 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 autambile 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.
4
6.8 Risk of Loss.' Lessee shall bear all risk of loss to the Equipment,
and in the event of loss or damage thereto, Lessee shall at its option ether
W 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 amount 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
Equipment and for injury to or death of any person or damage to any property,
whether such injury or death be with respect to agents or employees of Lessee
or of third parties, and whether such property damage be to Lessee's property
or the property of others, which is.proximately 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
reimburse Lessor for all liabilities, obligations, losses, damages, penalties,
claims, actions, costs and expenses (including reasonable attorneys' fees) of
whatsoever kind and nature, imposed on, incurred by or asserted against Lessor
that in any way relate to or arise out of the claim, suit or proceeding based
in whole or in part upon the negligent conduct of Lessee, its officers,
employees and agents, to the maxinu m 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 Lkamage_ to or Destructj�--n of _Equjlerlt. 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 same 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 endorsement
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 imTedi_ately 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
payment, this Agreement shall no longer apply to the Equipment and Lessee
thereupon shall become entitled to the Equipment AS IS, WITHOUT WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERC=MTLITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE.
R- ? I-/ - V 16
6.11 Performance b r.,essor of Lessee's Re nsibilities. Any
perfozmance required of Lessee or any payments required to be made e� by Lessee
nay, if not timely performed or paid, be perforni--d or paid 2by .Lessor, and in
that event, Lessor shall lx> inmediately reimbursed by Lessee for these paymu7ts
grid for any costs and expenses, legal or otherwise, associated with the
kayn�ellts or other perfoznance by Lessor, with interest thereon at the highest
'-ate PeMlssible by law rrcm tine to time.
6.12 Financial Statements. Lessee agrees that it will furnish Lessor
at such reasonable times as Lessor shall request current financial statements
without limitation Lessee's annual budget as strkmitted or approved),
and Permit Lessor or its agents and representatives to inspect Lessee's books
and records and make extracts therefrom. Lessee represents and waxrazts 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 reflebted.in the
statements since thedate thereof.
SECTION 7. EQUTRVEMI'.
7.1 Title. During the Term of this Agreement, legal title to the
Equigrient 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
[lniform Ccnmercial 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 Encumbrances. 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 reimburse Lessor for any expense incurred by Lessor in
order to discharge or remove any such mortgage, pledge, lien, change,
encumbrance or claim.
7.3 Installation of Lessee's =irment. Lessee may at any time and
from 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 tirre provided that
Lessee shall repair and restore any and all damage to any Equipment resulting
frcxm the installation, modification or renaval of any such item. Nothing in
this Agreement shall prevent Lessee from purchasing item to be installed
pursuant 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 Equipment.
7.4 Personal rt . The Equipment is, and shall at all times be and
remain, personal property notwithstanding that the Equipment or any part
thereof may now be, or hereafter became, 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 manner to what is permanent 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 ILi ct; c n Acce tance a► written Notice of Defects Immediately
upon receipt and installation of the Equipment, Lessee shall inspect the
Equ'P"i-Jlt. U'lless Lessee gives Lessor written notice of each defect or other
propel. objection to the Equipment before the earlier of ( i ) five (5) business
gays after receipt and installation thereof, or (ii) the making of the first
Rental Payment, it shall be conclusively presumed, as between Lessor and
i.,essee, 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 sucii good condition and repair. .
SECTION 8. WZRAWIES AMID REPRESE=TTONS OF LESSEE
8.1 Warranties LY Less - Lessee warrants and represents to Lessor (all
such representation and warranties being continuing throughout the term 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 Agreement and to carry out
its obligations hereunder;
(b) This Agreement and all other documents relating hereto and the
performance of Leissee's obligations hereunder have been duly and validly
authorized, executLd and delivered by Lessee and approved under all
laws, regulations and procedures applicable to Lessee, and constitute a
valid, legal and binding obligation of Lessee, enforceable in accordance
with its terms;
(c) No approval or consent is required fran 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 Agreement have authority
and have been duly authorized to execute and deliver this Agreement
under the term 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 tents of this
Agreement; and
(g) The Equipment will be used during the terns of this Agreement
only to carry out the governmental 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 performed 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 instnmient,
document, decree, order, statute, rule or governmental regulation
applicable to Lessee.
E�
(7) There is no litigation, action, suit or proceeding pending or
before any court, adnunistrative agency, arbitrator or governmental body
r.hat challenges the aur-hority of Lessee or its officers or its employees
to enter into the Luse; the proper authorization, approval and
execution of the Luse and the other documents described above; the
appropriation of moneys to nuke Rental Payments under the Lease for the
'Urrent Fiscal Year of Lessee; or the ability of Lessee otherwise to
perform its obligations under the Lease and the transactions
Contemplated thereby.
8.2 Closin Qoc�s . Upon Lessee shall cause to be delivered to Lessor oa if a11s Agreement by Lessee,
Counsel along with a Certificate of Authority and IncumbenOn cy.
Independent
8.3 Intent to Continue Lease Term: iLmriations. 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 mean 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 Trade available
for this purpose.
8.4 Current Expense. The obligations of Lessee under this Agreement
including its obligation to pay the Rental Payments due with respect to any
Equipment, in any Fiscal dear 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 ,:.he
Constitution and laws of the State of Florida. Lessee shall apply all annunts
paid periodically throughout each Fiscal Year from the Board's equipment
appropriation. First, to the payment of any Rental Payment or other amount
taming due hereunder, and Second, to any lawful purpose of Lessee. In the gent
of a shortfall in the Hoards 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 Hoar for the appropriation of additional amounts on an emergency basis
to cure such shortfall, and (c) shall apply other legally available funds in an
amount to cure such shortfall, or Lessee shall do any one or combination of
(a), (b) and (c). In the event a shortfall remains 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 Hoard to make provision for
payn-ent of such vouchers in the next Fiscal Year. Nothing herein shall
constitute a pledge by Lessee or the Hoard of any ad valorem taxes or other
moneys, other than itnneys lawfully appropriated from time to time by the Boar
for the benefit of Lessee in its annual budget to the payment of any Rental
Payment or other amount caning due hereunder.
SECTION 9. INDEIMIFICATION
To the extent permitted by applicable law, Lessee hereby agrees to
indemnify, protect, and save Lessor harmless from all liabilities, obligations,
losses, claim, 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.
0
N--9*Z/6
SECTION 1.0. TM COVENANTS
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
�-�cclusion frcm gross income of the interest portion of the rentals under
Section 103 of the Code. 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
Cake or omit to take any action that would cause the lease/pUrchase obligation
videnced by this Agreement to be an "arbitrage bond" within the meaning 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 Ob
lease/purchase obligation evidenced by this Agreemment. Lessee hereby represents
and finds that it reasonably anticipates no mare than $5,000,000 of tax-exempt
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-exetTpt
obligation" under Section 265(b)(3) of the Code.
SECTION 11. DISCLAIMER OF WARRANITES
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 Lessor. LESSOR MAKES NO WARRANTIES OR
REPRESENTATIONS, EXPRESS,OR LAPLIED, AS TO THE VALUE, DESIGN, CONDITION,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIFt,= OR ANY
OTHER REPRESRMTION OR WARRANTY WITH RESPECT TO THE EQUIPMENT, AND, AS TO
LESSOR, LESSEE LEASES THE EQUIET-MT AS IS.
11.3 Assig=t of Manufacturer's kk-i=tie9. 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 go
representation respecting the Equipment to the extent the same are assignable.
SECTION 12. DEFAULT AND RFNMIES
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 AgreeTpnt; 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 borrowed by
Lessee under any of Lessee's bond 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
k� 95-"Lf6
(e) An attachment, levy or execution is levied upon or against the
Equipment; or
(t) Any insurance required to be carried or maintained on the
Equipment under this Agreement expires or is otherwise not maintained in
3ccordar7ce 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
Linder 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 Agreement, to
declare ail 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.
Purther, 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 e�u l to the Prepayment Price with respect to the
Equipment, and any other amounts due to Lessor hereunder, and if it sells 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 Lessor's 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 fran the proceeds of sale of the
Equipment as provided in this section plus interest thereon to the date of
Payment.
12.3 Remedies Not Exclusive. 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 omission 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 from time to time and as often as may be deemed expedient. In order
to entitle Lessor to exercise any remedy reserved to it in this Agreement it
shall not be necessary to give any notice, other than such notice as nay be
required in this Agreement.
12.5 No Additignal_Waiver 1M ied by One Waiver. in the event any
agreement contained in this Agreement should be breached by either party and
thereafter waived by the other party, such -waiver shall be limited to the:
Particular breach so waived and shall not be deemed to waive any other breach
hereunder.
1.2.6 AgKggg2nt to Bay -Attorneys' Fees and EMgpges. In the even::
either party to this Agreement should default under any of the provisions
hereof and the nondefaulting 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 nondefaulting party.
)e, y 1/Z q46
12.7 Further 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
gamin 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 cz
such remedy or preclude the exercise of any other remedy.
SECTION 13. TERN=TION ON ACCOUNT OF NON -APPROPRIATION OF FUNDS
13.1 Non- r riation.
(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 Lessee's then existing
Fiscal Year, if there was taken by the Board specific action to
expressly eliminate from its final budget the moneys to gay 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:
W Give written notice of the specific action described in
subsection (a) above to Lessor within ten (10) 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; 0
(iii) Comply with Section 8.4 hereof and exercise all reasonable
efforts to obtain such funds from the Board; 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 Equipment. If Lessee terminates this Agreement because
of Non -Appropriation in accordance with the provisions of this section, Lessee
shall also immediately return the Equipment 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 Non -Substitution. If Lessee terminates this Agreement be=lse of
Nan -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 teen of this Agreat-ent,
whichever period is lesser. These restrictions shall not be applicable in the
event the Equipment shall be liquidated by Lessor and Lessee shall pay 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.
SECTION 14. ASSTCN�,vT
14.1 AsSigrffrpnt Bylessee. Lessee agrees not to sell, assign, lase,
sublease, pledge or otherwise enctmiber or suffer a lien or encMbrance upon or
,against anv interest in this Agreement or the Equipment or to remove the
a41-lipn)ent from its place of installation or use the Equipment outside the
egovxiling jurisdiction of Lessee without I�ssor's prior written consent which
shall riot 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 exempt under
Section 103 of the Cade, 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 By Lessor. 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 became due hereunder. Lessee
agrees that this Agreement may becare 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 reassignment in the
Equipment or this Agreewnt 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 may 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 covvenants and agrees to maintain for the full
remaining term 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 assignment
in writing, but such acknowledgement shall in no way be deemed necessary to
make the assignment effective.
In the event of any such assignment, 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 Agreement, or (ii) fails within
ten (1.0) 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
shall 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 Zs -grow Assignment by Less 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 AGREEMENT'
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 unamortized amount thereof over the terns of this
Agreement, that each Rental Payment constitutes principal and interest, in
accordance with the amortization schedule attached to the Schedule A, of
!,eased/Purchased Equipiyant, which fully amortizes the purchase price of the
E�#n-ent , together with. interest, over the term of this Agreement.
SECTION 16_ OPTION TO PREPAY RENTAL PAYNIENTS 0
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 then applicable Prepayment Price, but only if Lessee is not in default
tinder 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 am amount equal
to all Rental Payments and any other amounts then due or past due with respect
to the Equipment 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 Release of Lessor's Interest. Upon exercise by Lessee of its
option to prepay the Rental Payments with respect to any Equipment, this
Agreement shall no longer apply to such Equipment.
SECTION 17. MISCELLANEOUS
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 require
strict performance 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 Seve:rabilitV. In the event any portion of this Agreement shall be
determined to be invalid under any applicable law, such provision shall be
deeded void and the remainder 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 Governing_Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Florida.
17.4 Notices. All notices made 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 mail 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
If to Lessor, address to:
First Union National Hank of Florida
Attn: iv1nicipal 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 panty 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.
1
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 and Corrective Instruments. Lessor and Lessee
agree that they will, from time to time, execute, acknowledge and delive or
cause to be executed, further instn tents 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 Execution in Counterorts. This Agreement 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 instrlm-zit.
17.9 No Third Party Beneficiaries. It is the intent and understanding
of the parties hereto that this Agreement 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 benef2iciary or otherwise.
17.10 Time. Time is of the essence of this Agreement and each and all
of its schedules and provisions.
17.11 Entire Agreement. This Agreement, together with the schedules
hereto, constitutes the entire agreement between the parties and this Agreement
shall not be modified, amended, altered or changed except by written agreement
signed by the parties.
17.12 Award of Lgreement It is hereby found, ascertained, determine
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 made:
(a) Due to the small size of the issue, the Lessee could not ccm and
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
content.
The negotiated sale of $151,637.50 principal amount of the Agreet-ent to The
First Union National Bank of Florida, Charlotte, North Carolina (the
"Purchaser") is hereby authorized pursuant to Section 218.385, Florida
Statutes, as anP.nded. The Agreement small be dated, mature, bear interest and
Le redeemable as provided herein. The acceptance of Purchaser's offer to buy
the Agreen-nt at the price of par plus accrued interest, it any, is hereby
authorized.
IN WrINESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
(Sea-1)
LESSOR:
FIRST UNION NATIONAL HANK OF FLORIDA
By:
Title:
LESSEE:
CITY OF TANI%RAC, FL0RinA
(Seal) By:
Title
A=T:
(Seal)
1
Title: _..
Schedule Number 1
�LM.i��li► • as - M r+ �a a� is
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:
LESSEE:
FIRST UNION NATIONAL BANK OF FLORIDA
Attn: Municipal Leases
One First Center - DC-8
Charlotte, North Carolina 28288-0600
CITY OF TAMMW
Attn: City Manager
7525 N.W. 88th Avenue
Tamarac, Florida 33321-2401
1.EMRV= 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. LOCATTON OF LEASED . 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. CCNNRV RAEDU DATE. Unless otherwise agreed to by the prior written
consent of Lessor, the Cam-encement Date is the date Lessor shall make payment
of the purchase price for the Equipment to the Escrow Agent if such payment is
made on the first day of the month; if Lessor should make payment of said
purchase price on a day other than the first day of the month, the
Camynencement Date shall be the first day of the month following said payment
to the Escrow Agent.
4. LEASE TERM. Unless earlier terminated in accordance with the terns
of the Agrearent, the .tern► of this Agreement respecting each item of Equipment
listed on this schedule expires five (5), years following the Camvancement Date.
5 . RELVTAL PAY,D�.
a. Interim Rent: If Lessor rakes payment of the purchase price
for the Equipment to the Escrow Agent on a day other than the first day
of the month, Lessee shall pay Lessor interim rent with respect to such
payment in an anu nt equal. to 4.30t per annum of equipment cost
nultiplied by the number of days frcan and including date of such payment
to the Escrow Agent until the Camezcement Date.
b. As rent, for each item of Equipment, Lessee shall pay Lessor
sixty (60) equal monthly, in advance, each equal to a factor of .018485
of the equipment cost of the purchase price of said item of equigient.
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:
7. OPTION To HaCHASE. 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
Ii—,ssee, 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. Lessee Tray purchase at the end of the term for
ttie sum of $1.00.
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: 0
(a) Lessee's having performed all of the terns 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. REIVT'Ai, AATUS'II= 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. 'I
IN WITNESS WHEREOF, the parties hereto have executed this Schedule A of
Leased/Purchased Equipment as of the 1st day of April, 1994.
LESSEE:
�xXYi�
r�i��ii7►i�raVY�ti)�r,:�A Y,��i:�ilai��r�:ir�ja
IWC
0
11
-2-
0
PAYMT
1
2
3
4
5
6
7
8
9
10
11
J
L
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
I]
DATE
P&I
PRINCIPAL
INTEREST
PRINCIPAL
PAYMENT
BALANCE
5/01/94
151,637.50
5/01/94
2,803.17
2,803.17
0.00
148,834.33
6/01/94
2,803.17
2,269.85
533.32
146,564.48
7/01/94
2,803.17
2,277.98
525.19
144,286.50
8/01/94
2,803.17,
2,286.14
517.03
142,000.36
9/01/94
2,803.17
2,294.34
508.83
139,706.02
10/01/94
2,803.17
2,302.56
500.61
137,403.46
11/01/94
2,803.17
2,310.81
492.36
135,092.65
12/01/94
2,803.17
2,319.09
484.08
132,773.56
1/01/95
2,803.17
2,327.40
475.77
130,446.16
2/01/95
2,803.17
2,335.74
467.43
128,110.42
3/01/95
2,803.17
2,344.11
459.06
125,766.31
4/01/95
2,803.17
2,352.51
450.66
123,413.80
5/01/95
2,803.17
2,360.94
442.23
121,052.86
6/01/95
2,803.17
2,369.40
433.77
118,683.46
7/01/95
2,803.17
2,377.89'
425.28
116,305.57
8/01/95
2,803.17
2,386.41
416.76
113,919.16
9/01/95
2,803.17
2,394.96
408.21
11.1.,524.20
10/01/95
2,803.17
2,403.54
399.63
109,120.66
11/01/95
2,803.17
2,412.15
391.02
106,708.51
12/01/95
2,803.17
2,420.80
382.37
104,287.71
1/01/96
2,803.17
2,429.47
373.70
101,858.24
2/01/96
2,803.17
2,438.18
364.99
99,420.06
3/01/96
2,803.17
2,446.91
356.26
96,973.15
4/01/96
2,803.17
2,455.68
347.49
94,517.47
5/01/96
2,803.17
2,464.48
338.69
92,052.99
6/01/96
2,803.17
2,473.31
329.86
89,579.68
7/01/96
2,803.17
2,482.18
320.99
87,097.50
8/01/96
2,803.17
2,491.07
312.10
84,606.43
9/01/96
2,803.17
2,500.00
303.17
82,106.43
10/01/96
2,803.17
2,508.96
294.21
79,597.47
11/01/96
2,803.17
2,517.95
285.22
77,079.52
12/01/96
2,803.17
2,526.97
276.20
74,552.55
1/01/97
2,803.17
2,536.02
267.15
72,016.53
2/01/97
2,803.17
2,545.11
258.06
69,471.42
3/01/97
2,803.17
2,554.23
248.94
66,917.19
4/01/97
2,803.17
2,563.38
239.79
64,353.81
'e, ?,V- 46
37
5/01/97
2,803.17
2,572.57
38
6/01/97
2,803.17
2,581.79
39
7/01/97
2,803.17
2,591.04
40
8/01/97
2,803.11,
2,600.32
41
9/01/97
2,803.17
2,609.64
42
10/01/97
2,803.17
2,618.99
43
11/01/97
2,803.17
2,628.38
44
12/01/97
2,803.17
2,637.80
45
1/01/98
2,803.17
2►647.25
46
2/01/98
2,803.17
2,656.73
47
3/01/98
2,803.17
2,666.25
48
4/01/98
2.803.17
2,675.81
49
5/01/98
2,803.17
2,685.40
50
6/01/98
2,803.17
2,695.02
51
7/01/98
2,803.17
2,704.68
52
8/01/98
2,803.17
2,714.37
53
9/01/98
2,803.17
2,724.09
54
10/01/98
2,803.17
2,733.86
55
11/01/98
2,803.17
2►743.65
56
12/01/98
2,803.17
2,753.48
57
1/01/99
2,803.17
2,763.35
58
2/01/99
2,803.17
2,773.25
59
3/01/99
2,803.17
2,783.19
60
4/01/99
2,803.1-'l
2,792.90
230.60
61,781.24
221.38
59,199.45
212.13
56,608.41
202.85
54,008.09
193.53
51,398.45
184.18
48,779.46
174.79
46,151.08
165.37
43,513.28
155.92
40,866.03
146.44
38,209.30
136.92
35,543.05
127.36
32,867.24
117.77
30,181.84
108.15
27,486.82
98.49
24,782.14
88.80
22,067.77
79.08
19,343.68
69.31
16,609.82
59.52
13,866.17
49.69
11,112.69
39.82
8,349.34
29.92
5,576.09
19.98
2,792.90
10.21
0.00
r--1
L
1.1
0
.e-- 7 tl- t1-4
0
April 1, 1994
Ms. Sherry Bauer
Purchasing Agent
City of Tamarac
7525 N.W. 88th Avenue
Tam ac, Florida 33321-2401
0 Dear Nis. Bauer:
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 Agree-p-n-
dated as of April 1, 1994, between First Union National Bank of Florida as
Lessor, and the City of Tanarac, Florida, as Lessee, and First Union National
Bank of North Carolina, Corporate Trust Tepart ent, as Escrow Agent, and upon_
the following additional terms and conditions:
EQQIRV=: 1994 vac-Con/Intl Model 2500 Sewer Cleaning Truck
LOTION: Tamarac, Florida
COST OF EQUIR4=: Up to $151,637.50 in the aggregate.
TERM OF LEASE: Five Years
FUMI M: LEASE/PURCHASE PAXNI=: First Union National Bank of Florida shall
offer the Lessee a lease/purchase advance funding agreesrent which shall place
funds, equal to cost of the equigrnnt with an Escrow Agent (First Union
National Bank of North Carolina, Corporate Trust Depa.:rment) who shall invest
said funds in interest bearing instnm-.nts. On the same day that the advance
funding agreement is funded to the Escrow Agent, Lessee shall canTrezce a
repayment schedule of sixty (60) consecutive monthly payments. Based on the
above anticipated equirmnt cost, each monthly installment payment wi11 be
equal Co $2,803.17 at an annual percentage rate of 4.300.
0
LEASE/PUR=E PAY= . The rate and payment factor quoted in tr.:.
camti_urent are subject to the Lessee designating all fundings under this
ccnmitment 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 REQUIlREMENI': 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 d r~ing which the funding occurred. For single fundinas 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.
IM7jRANCE g1DQUnu1=: As set forth in the attached Exhibit A with policy
holder as First Union National Bank of Florida.
EXPIRATION DATE OF THIS C A%nM=: May 1, 1994
we may terminate our obligations under this letter agreement upon the
expiration date if the equigneit has not been accepted by you and the necessa
schedule(s) have not been executed. At such tire, you shall be liable to
purchase from us such equipment as we have purchased, or have become obligate.
to purchase.
It is understood that we are not bound by the oral or written statement of ar:•
employee or agent of ours, and that our obligations are containers only in try.
letter or any anendment to it in writing, signed by our authorized officer.
if you agree to enter into a leasing transaction on the term set forth in t_r-
letter, in the Equipment Lease/Purchase Agreement and in the schedules, pleas
indicate your acceptance by delivering the following to us within fifteen !L
days frarn the date of this letter:
1. The Lessor counterpart of this letter executed by the City;
2. All cauntes of the enclosed Eauigrnnt Lease/Purchase Agre'rient
and/or Schedules executed by the City;
3. A certified copy of Authority and Incumbency executed by the City;
4. A letter from the City describing the essential use of the equipment;
r1L
11
S. Opinion of Counsel; and
5. IRS Fonn 8038-G.
By your acceptance hereof, you agree that this letter becomes a parr 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,
FIRST UNION NATIONAL BANK OF FLCRMA
Lynn M. Beckham
Vice President
we hereby agree to enter the equipment leasing transaction described above er
the terms and conditions set forth above and agree that the foregoing letter
shall be a part of the Equipment Lease/Purchase Aunt referred to in suc -
letter.
•1YM • •e u�a : a ��i%��r�e1
BY:
ow
MM
40
0
Form 803$^G Information Return for Tax -Exempt Governmental Obligations
1 Under Intemai Revenue Code section 149(e) OMB No, 1545-07'2
(Rev. May 1993) ■ See separate instructions.
Deoanmem of the Treasury (Use Form 8038-GC if the issue price is under $100.000.)
internal Hevenue Service
OW Reporting Authority
1 Issuer's name
CITY OF TAMARAC
3 Number and street (or P.O. box If mad is not delivered to street address)
7525 N. W. $$th Avenue
5 City, town, state, and ZIP code
Tamarac, FL 33321-2401
7 Name of Issue
If Amended Return, check here ■
2 Issuer's employer iaentlficatlon numr-
59 : 1039552
Room/suite 4 Report number
G'9
6 Date of issue
4/1/94
8 CUSIP Number
of Issue (check appiicabie box(es) and enter the issue price
9 ❑ Education (attach schedule -see instructions) . . . . . . . . . . .
10 ❑ Health and hospital (attach schedule -see instructions). . . . . . . .
11 ❑ Transportation . . . . . . . . . . . . . . . . . . . . .
12 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . .
13 Environment (including sewage bonds) . . . . . . . . . . . . .
14 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . .
15 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . .
16 ❑ Other. Describe (see Instructions) ■
17 If obligations are tax or other revenue anticipation bonds, check box ■ ❑
18 If obligations are in the form of a lease or installment sale. check box ■ }�
• ,if Description of Obligations
(a) (b) (c) (d)
maturity date Interest rate Issue price Stated t maturity
ty price at maturiri
0 '
Issue once
(e) I (� I (g)
Weighted yield Net intere
MRA matttnty cost
19 Final maturity. 4/1/99 4.30 /o I
20 Entire issue ears
Uses of Original Proceeds of Bond Issue (includinq underwriters' discount
21
21 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 2222 Issue price of entire issue (enter amount from line 20, column (c)) . . . . . . . .
23 Proceeds used for bond issuance costs (including underwriters' discount) 23
24 Proceeds used for credit enhancement . . . . . . . . 24
25 Proceeds allocated to reasonably required reserve or replacement fund 25
26 Proceeds used to refund prior issues . . . . . . . . . . . . 2B
27
27 Total (add lines 23 through 26) . . . . . . . . . . . . . . . . . . . . . . .
28 Nonrefunding proceeds of the issue (subtract line 27 from line 22 and enter amount here) . 28 1
Description of Refunded Bonds coin fete this part oniy for refundin bonds
29 Enter the remaining weighted average maturity of the bonds to be refunded . . . . . . 10,
E
30 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ■
31 Enter the date(s) the refunded bonds were issued ■
Miscellaneous
32 Enter the amount of the state volume cap allocated to the issue . . . . . . . . . . ■
33 Enter the amount of the bonds designatedby the issuer under section 265(b)(3)(B)(i)(III) (small issuer
exception) . . . . . . . . . . . . . . . . . . . . . . . . . . . . ■
34 Pooled financings:
a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units ■
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ■ ❑ and enter the name of
issuer ■ and the date of the issue ■
35 If the issuer has elected to pay a penalty in lieu of rebate, check box . 111.0
Under penalties of perjury, I declare that I have examined this return and accompanying seneaules ano statements. and to the pest Of my knowit
and belief, they are true. correct, and complete.
W
Please i
Sign
Here i- - - --
, Date
Type or onnt name and t;ve �.
For Paperwork Reduction Act Notice, see page 1 of the Instructions. Cat. No. 63773S Form 8038-G iRev.
"J.S. Government Prinnnq OMice: '993 — 343•034:1
.� 9'� q(o
L
LAW OFFICES
RUF & REGISTER, P.A.
INTERNATIONAL BLDG.-PENTHOUSE EAST-2455 EAST SUNRISE BLVD-FT.LAUDERDALE.FL 33304-3119-305-561-222
FAX 305-561-748�
ALAN FRANCIS RUF"
KD BERLY A. REGISTER
'Admitted Florida and New York
April 14, 1994
First Union National Bank
of Florida
Attn: Municipal Leases
One First Union Center - DC-8
Charlotte, North Carolina 28288-0600
Ladies and Gentlemen:
of Course.
CAPT. EDWARD R. FINK
JAGC. USN (Ret.)
AdmirdlY
we are special counsel to the City of Tamarac, Florida (the
"Lessee"), and have acted as counsel for the Lessee in connection
with the execution and delivery of the Equipment Lease/Purchase
Agreement, dated as of February 18, 1994 (the "Lease"), between
yourselves and the Lessee and related transactions.
In connection with the preparation and rendering of this
opinion, we have reviewed the executed original of the Lease and,
to the extent we have deemed proper, such other documents, records
and certificates of the Lessee, and all of the proceedings taken by
the Lessee to authorize and execute the Lease, as we have deemed
necessary and relevant as a basis for this opinion.
Based upon the foregoing, it is our opinion that:
1. The Lessee is a duly organized and validly existing
political subdivision or agency of the State of Florida within the
meaning of Section 103 of the Internal Revenue Code of 1986, as
amended, and the related regulations and rulings and under the laws
of the State of Florida, and has all powers necessary to enter into
the transactions contemplated by the Lease and to carry out its
obligations thereunder;
2. The Lease and all other documents relating thereto and
the performance of the Lessee's obligations thereunder have been
duly and validly authorized, executed and delivered by the Lessee
and authorized and approved under all laws, regulations and
procedures applicable to the Lessee, including, but not limited to,
compliance with public bidding requirements, and constitute a
public purpose for which public funds may be expended pursuant to
the Constitution and laws of the State of Florida, and, assuming
due authorization, execution and delivery thereof by the other
parties thereto, constitute valid, legal and binding obligations of
e- ?Y- it 10
the Lessee, enforceable in accordance with their respective terms,
subject to bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights generally and such principles of
equity as a court having jurisdiction may impose;
3. No approval or consent is required from any governmental
authority with respect to the entering into or performance by the
Lessee of the Lease and the transactions contemplated thereby or if
any such approval is required it has been duly obtained; and
4. There is no action, suit, proceeding or investigation at
law or in equity before or by any court, public board or body
pending or, to the best of our knowledge, threatened, against or
affecting the Lessee challenging the validity or enforceability of
the Lease and all other documents relating thereto, and the
performance of the Lessee's obligations thereunder and compliance
with the provisions thereof, under the circumstances contemplated
thereby, does not and will not in any material respect conflict
with, constitute on the part of the Lessee a breach of or default
under, or result in the creation of any lien on any property of the
Lessee (except as contemplated in the Lease) pursuant to, any Lease
or other instrument to which the Lessee is a party or any existing
law, regulation, court order or consent decree to which the'Lessee
is subject.
The opinions contained herein are being rendered to you in
connection with the closing of the transaction contemplated in the
Lease. The opinions contained herein may not be relied upon by any
other party or for any other purposes.
Very Truly Yours,
ALAN FRANCIS RUF, ESQ.
AFR/sds
0
r-�
11
9�fe
The leased equipment is to be covered at all times by =Ura ce in form and
amcunt and with a company or meanies approved by us. All insurance policies -
must state that 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 (c
40 similar warding) .
Please supply First Union National Bank of Florida, Attn: Municipal Leases,
One First Union Center -- DC-8, Charlotte, North Carolina 28288-0600 with
evidence of the coverages indicated below:
LSAB - Coverage shall be at least a combined single limit
of I oo0 oo0.00 (one million dollars).
- PHYSICAL DAMAGE - Coverage against ALL RISFZS, including theft, and
direct physical loss or damage for the actual cast, namuxg First Union
as Lass Payee under a properly executed Lender's Loss Payable
Endorsement. A copy of this Toss Payable Clause must ac:.cqpany the
certificate. The deductible shall be no greater than $2,500.
- A . BIIE - Coverage shall be at least a combined single
limit of $5,000,000.00 (five million dollars) for tractor trailers and
$1,000,000.00 (one million dollars) for vehicles.
- AUTO PHYSICAL - Coverage in the amount of the actual coast new,
namuq First Union as Lass Payee under a properly executed Automobile
Lass Payable Endorsement. Coverage to include:
MLLU:EON -- deductible no greater than 2 500 .
�== . deductible no greater than
-- S= (60) OAys •- An endorsement shall be added providing for sixty (E
days written notice prior to cancellation, material change or
non -renewal to First Union. Ten (10) days for non-payment of premium.
Notwithstanding any exclusion in your it=rance coverage, you shall be liable
far loss or damage of the equipment from every cause whatsoever as set forth
the Lease.
A signed certificate and a copy of all endorsements are required before any c
the equipment applicable to this commitment Letter will be funded.
Please enclose evidence of the foregoing coverage with the rat= of the
executed copy of the Commitment Letter.
The insurance agency which will provide the above coverage for the equipment
named in this Commitment Letter will be:
AGMIT NAME: A.J. Gallagher and. Company
A,DEFESS: 2255 Glades Road, Boca Raton F'L,. 33431
PMNE: (407) 995-6706
r�
L
g-yx- 4,6
Me individual to contact at LESSEE rseard m insurance is:
NAME: pcaer C. Anderson
poSr=0N/T=: Risk Manager
Pam. (305) 722-5900
Please furnish your insurance agent with a cgy cf this Ed-iibit A in order fcr
the correct iraurance requirements to be met.
* The terms and conditions of this Exhibit A are modified by the
terms and conditions of the attached letter from Lesser's
Risk Manager, Roger C. Anderson, dated: April.14, 1994.
I*
LJ
CITY OF TAMARAC
7525 Northwest 88 Avenue
Tamarac, Florida 33321-2401
April 14, 1994
Phone (305) 722-5900
Fax (305)722-4509
Funds Management Officer
First Union National Bank of Florida
One First Union Center - DC-8
Charlotte, North Carolina 28288-0500
Re: Municipal Motor Vehicle Lease
Dear Sir/Madam:
The City of Tamarac's current insurance coverages for motor
vehicles are as follows:
Limits Deductible Insurer
Auto Liability $1,000,000. $100,000. Sphere Drake
per occur. per occur. Ins. Co.
Auto Physical Damage
Collision none N/A fully self -insured
Comprehensive Actual Cash Value $10,000. Fla. League of CitiE
per occur. (Municipal Trust)
The City needs the flexibility to increase deductibles or
self -insure all or any coverages, given the unpredictability
of insurance markets available to small public entities.
Sincerely,
Ro e� C. Anderson
Risk Manager
RCA/dml
i?HE CITY OF TAMARAC IS AN EQUAL OPPORTUNITY E%1Pl0YER AND ODES NOT DISCRIMINATE ON THE BASIS OF HANDICAPPED STATUS
rI